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                                                                    Exhibit 10.1

                        COMMON STOCK PURCHASE AGREEMENT

    COMMON STOCK PURCHASE AGREEMENT (the "AGREEMENT"), dated as of September 6,
2000, by and between ADAM.COM, INC., a Georgia corporation (the "COMPANY"), and
FUSION CAPITAL FUND II, LLC (together with its permitted assigns, the "BUYER").

                                    WHEREAS:

    Subject to the terms and conditions set forth in this Agreement including
the terms and conditions set forth in ANNEX A attached hereto (the "COMMON STOCK
PURCHASE TERMS AND CONDITIONS"), the Company wishes to sell to the Buyer, and
the Buyer wishes to buy from the Company, up to Twelve Million Dollars
($12,000,000) of the Company's common stock, par value $0.01 per share (the
"COMMON STOCK"). The Buyer and Company expressly agree that the Common Stock
Purchase Terms and Conditions set forth in ANNEX A hereto are fully incorporated
into and are part of this Agreement. The shares of Common Stock to be purchased
hereunder are referred to herein as, the "PURCHASE SHARES."

    NOW THEREFORE, the Company and the Buyer hereby agree as follows:

    1.  PURCHASE OF COMMON STOCK.

        a. COMMENCEMENT OF PURCHASES OF SHARES COMMON STOCK. Subject to the
    satisfaction (or waiver) of the conditions set forth in Sections 6 and 7
    below and in accordance with the Common Stock Purchase Terms and Conditions
    set forth in Annex A hereto, the Company hereby agrees to sell to the Buyer,
    and the Buyer hereby agrees to purchase from the Company, shares of Common
    Stock as follows: (i) the purchase and sale of the first Six Million Dollars
    ($6,000,000) of Common Stock hereunder (the "FIRST TRANCHE") shall commence
    within five (5) Trading Days (as defined in the last sentence of this
    Section 1(a)) of the date that the Registration Statement referred to in the
    first sentence of Section 4(a) hereof is declared effective under the
    Securities Act of 1933, as amended (the "1933 ACT") by the United States
    Securities and Exchange Commission (the "SEC") (the "FIRST COMMENCEMENT");
    and (ii) the purchase and sale of the second Six Million Dollars
    ($6,000,000) of Common Stock hereunder (the "SECOND TRANCHE") shall commence
    within five (5) Trading Days of the date that the Registration Statement
    referred to in the second sentence of Section 4(a) hereof is declared
    effective under the 1933 Act by the SEC (the "SECOND COMMENCEMENT"), (each
    such commencement, a "COMMENCEMENT"). It is agreed and acknowledged by the
    parties hereto that the commencement of the Second Tranche shall be at the
    option of the Company in its sole discretion until such time as the Company
    shall have delivered an irrevocable written notice (the "SECOND TRANCHE
    NOTICE") to the Buyer stating that the Company elects to commence the Second
    Tranche under the terms and conditions provided herein. The Second Tranche
    may not commence until the aggregate amount of the First Tranche has been
    completed as provided herein. The Buyer is not obligated to commence the
    Second Tranche unless the Company has delivered the Second Tranche Notice
    prior to the date that is ten (10) Trading Days following the date on which
    the aggregate amount of the First Tranche has been completed as provided
    herein. Upon delivery of the Second Tranche Notice to the Buyer, subject to
    the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7
    below, the Company and the Buyer shall be obligated to commence the Second
    Tranche. For purposes of this Agreement, "TRADING DAY" shall mean any day on
    which the Principal Market (as defined in Section 4(d) hereof) is open for
    customary trading.

        b. COMMENCEMENT DATES. The date of each Commencement (each a
    "COMMENCEMENT DATE") shall be within five (5) Trading Days following the
    date of satisfaction (or waiver) of the conditions to the Commencement set
    forth in Sections 6 and 7 below (or such later date as is mutually agreed to
    by the Company and the Buyer) applicable to such Commencement.
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    2.  BUYER'S REPRESENTATIONS AND WARRANTIES.

    The Buyer represents and warrants to the Company that:

        a. INVESTMENT PURPOSE. The Buyer is entering into this Agreement and
    acquiring the Commitment Shares (as defined in Section 7(b) hereof) (this
    Agreement and the Commitment Shares are collectively referred to herein as
    the "Securities"), for its own account for investment only and not with a
    view towards, or for resale in connection with, the public sale or
    distribution thereof; provided however, by making the representations
    herein, the Buyer does not agree to hold any of the Securities for any
    minimum or other specific term.

        b. ACCREDITED INVESTOR STATUS. The Buyer is an "accredited investor" as
    that term is defined in Rule 501(a)(3) of Regulation D.

        c. RELIANCE ON EXEMPTIONS. The Buyer understands that the Securities are
    being offered and sold to it in reliance on specific exemptions from the
    registration requirements of United States federal and state securities laws
    and that the Company is relying in part upon the truth and accuracy of, and
    the Buyer's compliance with, the representations, warranties, agreements,
    acknowledgments and understandings of the Buyer set forth herein in order to
    determine the availability of such exemptions and the eligibility of the
    Buyer to acquire the Securities.

        d. INFORMATION. The Buyer has been furnished with all materials relating
    to the business, finances and operations of the Company and materials
    relating to the offer and sale of the Securities that have been reasonably
    requested by the Buyer, including, without limitation, the SEC Documents (as
    defined in Section 3(f) hereof). The Buyer understands that its investment
    in the Securities involves a high degree of risk. The Buyer (i) is able to
    bear the economic risk of an investment in the Securities including a total
    loss, (ii) has such knowledge and experience in financial and business
    matters that it is capable of evaluating the merits and risks of the
    proposed investment in the Securities and (iii) has had an opportunity to
    ask questions of and receive answers from the officers of the Company
    concerning the financial condition and business of the Company and others
    matters related to an investment in the Securities. Neither such inquiries
    nor any other due diligence investigations conducted by the Buyer or its
    representatives shall modify, amend or affect the Buyer's right to rely on
    the Company's representations and warranties contained in Section 3 below.
    The Buyer has sought such accounting, legal and tax advice as it has
    considered necessary to make an informed investment decision with respect to
    its acquisition of the Securities.

        e. NO GOVERNMENTAL REVIEW. The Buyer understands that no United States
    federal or state agency or any other government or governmental agency has
    passed on or made any recommendation or endorsement of the Securities or the
    fairness or suitability of the investment in the Securities nor have such
    authorities passed upon or endorsed the merits of the offering of the
    Securities.

        f. TRANSFER OR RESALE. The Buyer understands that except as provided in
    the Registration Rights Agreement (as defined in Section 6(a) hereof):
    (i) the Securities have not been and are not being registered under the 1933
    Act or any state securities laws, and may not be offered for sale, sold,
    assigned or transferred unless (A) subsequently registered thereunder or
    (B) an exemption exists permitting such Securities to be sold, assigned or
    transferred without such registration; (ii) any sale of the Securities made
    in reliance on Rule 144 may be made only in accordance with the terms of
    Rule 144 and further, if Rule 144 is not applicable, any resale of the
    Securities under circumstances in which the seller (or the person through
    whom the sale is made) may be deemed to be an underwriter (as that term is
    defined in the 1933 Act) may require compliance with some other exemption
    under the 1933 Act or the rules and regulations of the SEC thereunder; and
    (iii) neither the Company nor any other person is under any obligation to
    register such securities

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    under the 1933 Act or any state securities laws or to comply with the terms
    and conditions of any exemption thereunder.

        g. VALIDITY; ENFORCEMENT. This Agreement has been duly and validly
    authorized, executed and delivered on behalf of the Buyer and is a valid and
    binding agreement of the Buyer enforceable against the Buyer in accordance
    with its terms, subject as to enforceability to general principles of equity
    and to applicable bankruptcy, insolvency, reorganization, moratorium,
    liquidation and other similar laws relating to, or affecting generally, the
    enforcement of applicable creditors' rights and remedies.

        h. RESIDENCY. The Buyer is a resident of the State of Illinois.

    3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

    The Company represents and warrants to the Buyer that:

        a. ORGANIZATION AND QUALIFICATION. The Company and its "SUBSIDIARIES"
    (which for purposes of this Agreement means any entity in which the Company,
    directly or indirectly, owns 50% or more of the voting stock or capital
    stock or other similar equity interests other than ThePort.com, Inc.) are
    corporations duly organized and validly existing in good standing under the
    laws of the jurisdiction in which they are incorporated, and have the
    requisite corporate power and authority to own their properties and to carry
    on their business as now being conducted. Each of the Company and its
    Subsidiaries is duly qualified as a foreign corporation to do business and
    is in good standing in every jurisdiction in which its ownership of property
    or the nature of the business conducted by it makes such qualification
    necessary, except to the extent that the failure to be so qualified or be in
    good standing could not reasonably be expected to have a Material Adverse
    Effect. As used in this Agreement, "MATERIAL ADVERSE EFFECT" means any
    material adverse effect on any of: (i) the business, properties, assets,
    operations, results of operations or financial condition of the Company and
    its Subsidiaries, if any, taken as a whole, (ii) the value of the Common
    Stock or the value of this Agreement, (iii) the transactions contemplated
    hereby or by the agreements and instruments to be entered into in connection
    herewith or (iv) the authority or ability of the Company to perform its
    obligations under the Transaction Documents (as defined in Section 2(b)
    hereof). The Company has no Subsidiaries except as set forth on
    SCHEDULE 3(a).

        b. AUTHORIZATION; ENFORCEMENT; VALIDITY. (i) The Company has the
    requisite corporate power and authority to enter into and perform its
    obligations under this Agreement, the Registration Rights Agreement (as
    defined in Section 6(a) hereof) and each of the other agreements entered
    into by the parties hereto in connection with the transactions contemplated
    by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue
    the Securities in accordance with the terms hereof and thereof, (ii) the
    execution and delivery of the Transaction Documents by the Company and the
    consummation by it of the transactions contemplated hereby and thereby,
    including without limitation, the issuance of the Commitment Shares and the
    reservation for issuance and the issuance of the Purchase Shares issuable
    under this Agreement, have been duly authorized by the Company's Board of
    Directors and no further consent or authorization is required by the
    Company, its Board of Directors or its shareholders, (iii) this Agreement
    has been, and each other Transaction Document shall be at its respective
    Commencement, duly executed and delivered by the Company and (iv) this
    Agreement constitutes, and each other Transaction Document shall constitute
    as of its respective Commencement, the valid and binding obligations of the
    Company enforceable against the Company in accordance with their terms,
    except as such enforceability may be limited by general principles of equity
    or applicable bankruptcy, insolvency, reorganization, moratorium,
    liquidation or similar laws relating to, or affecting generally, the
    enforcement of creditors' rights and remedies.

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        c. CAPITALIZATION. As of the date hereof, the authorized capital stock
    of the Company consists of (i) 20,000,000 shares of Common Stock, of which
    as of the date hereof, 5,598,627 shares are issued and outstanding, none are
    held as treasury shares, 3,000,000 shares are reserved for issuance pursuant
    to the Company's stock option plan pursuant to which approximately 585,000
    shares remain available for grant and 52,500 warrants shares are issuable
    and reserved for issuance pursuant to securities (other than this Agreement
    or stock options issued pursuant to the Company's stock option plan)
    exercisable or exchangeable for, or convertible into, shares of Common Stock
    and (ii) 10,000,000 shares of preferred stock, no par value, of which as of
    the date hereof no shares are issued and outstanding. All of such
    outstanding shares have been, or upon issuance will be, validly issued and
    are fully paid and nonassessable. Except in connection with the transaction
    with Fusion Capital Fund I, LLC pursuant to that certain securities purchase
    agreement dated as of November 15, 1999 and as disclosed in SCHEDULE 3(c),
    (i) no shares of the Company's capital stock are subject to preemptive
    rights or any other similar rights or any liens or encumbrances suffered or
    permitted by the Company, (ii) there are no outstanding debt securities,
    (iii) there are no outstanding options, warrants, scrip, rights to subscribe
    to, calls or commitments of any character whatsoever relating to, or
    securities or rights convertible into, any shares of capital stock of the
    Company or any of its Subsidiaries, or contracts, commitments,
    understandings or arrangements by which the Company or any of its
    Subsidiaries is or may become bound to issue additional shares of capital
    stock of the Company or any of its Subsidiaries or options, warrants, scrip,
    rights to subscribe to, calls or commitments of any character whatsoever
    relating to, or securities or rights convertible into, any shares of capital
    stock of the Company or any of its Subsidiaries, (iv) there are no
    agreements or arrangements under which the Company or any of its
    Subsidiaries is obligated to register the sale of any of their securities
    under the 1933 Act (except the Registration Rights Agreement), (v) there are
    no outstanding securities or instruments of the Company or any of its
    Subsidiaries which contain any redemption or similar provisions, and there
    are no contracts, commitments, understandings or arrangements by which the
    Company or any of its Subsidiaries is or may become bound to redeem a
    security of the Company or any of its Subsidiaries, (vi) there are no
    securities or instruments containing anti-dilution or similar provisions
    that will be triggered by the issuance of the Securities as described in
    this Agreement and (vii) the Company does not have any stock appreciation
    rights or "phantom stock" plans or agreements or any similar plan or
    agreement. The Company has furnished to the Buyer true and correct copies of
    the Company's Articles of Incorporation, as amended and as in effect on the
    date hereof (the "ARTICLES OF INCORPORATION"), and the Company's By-laws, as
    amended and as in effect on the date hereof (the "BY-LAWS"), and summaries
    of the terms of all securities convertible into or exercisable for Common
    Stock, if any, and copies of any documents containing the material rights of
    the holders thereof in respect thereto.

        d. ISSUANCE OF SECURITIES. The Commitment Shares have been duly
    authorized and, upon issuance in accordance with the terms hereof, shall be
    (i) validly issued, fully paid and non-assessable and (ii) free from all
    taxes, liens and charges with respect to the issue thereof. An aggregate of
    1,500,000 shares of Common Stock have been duly authorized and reserved for
    issuance upon purchase under the First Tranche. Upon issuance and payment
    therefore in accordance with the terms and conditions of this Agreement
    including the Common Stock Purchase Terms and Conditions set forth in ANNEX
    A hereto, the Purchase Shares shall be validly issued, fully paid and
    nonassessable and free from all taxes, liens and charges with respect to the
    issue thereof, with the holders being entitled to all rights accorded to a
    holder of Common Stock.

        e. NO CONFLICTS. Except as disclosed in SCHEDULE 3(E), the execution,
    delivery and performance of the Transaction Documents by the Company and the
    consummation by the Company of the transactions contemplated hereby and
    thereby (including, without limitation, the reservation for issuance and
    issuance of the Purchase Shares) will not (i) result in a violation of the
    Articles of Incorporation, any Certificate of Designations, Preferences and
    Rights of any outstanding series of

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    preferred stock of the Company or the By-laws or (ii) conflict with, or
    constitute a default (or an event which with notice or lapse of time or both
    would become a default) under, or give to others any rights of termination,
    amendment, acceleration or cancellation of, any agreement, indenture or
    instrument to which the Company or any of its Subsidiaries is a party, or
    result in a violation of any law, rule, regulation, order, judgment or
    decree (including federal and state securities laws and regulations and the
    rules and regulations of the Principal Market applicable to the Company or
    any of its Subsidiaries) or by which any property or asset of the Company or
    any of its Subsidiaries is bound or affected which, in the case of (ii),
    could not reasonably be expected to result in a Material Adverse Effect.
    Except as disclosed in SCHEDULE 3(e), neither the Company nor its
    Subsidiaries is in violation of any term of or in default under its Articles
    of Incorporation, any Certificate of Designation, Preferences and Rights of
    any outstanding series of preferred stock of the Company or By-laws or their
    organizational charter or by-laws, respectively. Except as disclosed in
    SCHEDULE 3(e), neither the Company nor any of its Subsidiaries is in
    violation of any term of or in default under any material contract,
    agreement, mortgage, indebtedness, indenture, instrument, judgment, decree
    or order or any statute, rule or regulation applicable to the Company or its
    Subsidiaries, except for possible conflicts, defaults, terminations or
    amendments which could not reasonably be expected to have a Material Adverse
    Effect. The business of the Company and its Subsidiaries is not being
    conducted, and shall not be conducted, in violation of any law, ordinance,
    regulation of any governmental entity, except for possible violations, the
    sanctions for which either individually or in the aggregate could not
    reasonably be expected to have a Material Adverse Effect. Except as
    specifically contemplated by this Agreement and as required under the 1933
    Act, the Company is not required to obtain any consent, authorization or
    order of, or make any filing or registration with, any court or governmental
    agency or any regulatory or self-regulatory agency in order for it to
    execute, deliver or perform any of its obligations under or contemplated by
    the Transaction Documents in accordance with the terms hereof or thereof.
    Except as disclosed in SCHEDULE 3(e), all consents, authorizations, orders,
    filings and registrations which the Company is required to obtain pursuant
    to the preceding sentence have been obtained or effected on or prior to the
    date hereof. Except as disclosed in SCHEDULE 3(e), the Company is not and
    has not been since January 1, 1998, in violation of the listing requirements
    of the Principal Market.

        f. SEC DOCUMENTS; FINANCIAL STATEMENTS. Except as disclosed in
    SCHEDULE 3(F), since January 1, 1999, the Company has timely filed all
    reports, schedules, forms, statements and other documents required to be
    filed by it with the SEC pursuant to the reporting requirements of the
    Securities Exchange Act of 1934, as amended (the "1934 ACT") (all of the
    foregoing filed prior to the date hereof and all exhibits included therein
    and financial statements and schedules thereto and documents incorporated by
    reference therein being hereinafter referred to as the "SEC DOCUMENTS"). As
    of their respective dates, the SEC Documents complied in all material
    respects with the requirements of the 1934 Act and the rules and regulations
    of the SEC promulgated thereunder applicable to the SEC Documents, and none
    of the SEC Documents, at the time they were filed with the SEC (except as
    they may have been correctly amended), contained any untrue statement of a
    material fact or omitted to state a material fact required to be stated
    therein or necessary in order to make the statements therein, in light of
    the circumstances under which they were made, not misleading. As of their
    respective dates, the financial statements of the Company included in the
    SEC Documents complied as to form in all material respects with applicable
    accounting requirements and the published rules and regulations of the SEC
    with respect thereto. Such financial statements have been prepared in
    accordance with generally accepted accounting principles, consistently
    applied, during the periods involved (except (i) as may be otherwise
    indicated in such financial statements or the notes thereto or (ii) in the
    case of unaudited interim statements, to the extent they may exclude
    footnotes or may be condensed or summary statements) and fairly present in
    all material respects the financial position of the Company as of the dates

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    thereof and the results of its operations and cash flows for the periods
    then ended (subject, in the case of unaudited statements, to normal year-end
    audit adjustments).

        g. ABSENCE OF CERTAIN CHANGES. Except as disclosed in SCHEDULE 3(g),
    since June 30, 2000, there has been no material adverse change in the
    business, properties, operations, financial condition or results of
    operations of the Company or its Subsidiaries. The Company has not taken any
    steps, and does not currently expect to take any steps, to seek protection
    pursuant to any bankruptcy law nor does the Company or any of its
    Subsidiaries have any knowledge or reason to believe that its creditors
    intend to initiate involuntary bankruptcy proceedings.

        h. ABSENCE OF LITIGATION. There is no action, suit, proceeding, inquiry
    or investigation before or by any court, public board, government agency,
    self-regulatory organization or body pending or, to the knowledge of the
    Company or any of its Subsidiaries, threatened against or affecting the
    Company, the Common Stock or any of the Company's Subsidiaries or any of the
    Company's or the Company's Subsidiaries' officers or directors in their
    capacities as such, which could reasonably be expected to have a Material
    Adverse Effect. A description of each action, suit, proceeding, inquiry or
    investigation before or by any court, public board, government agency,
    self-regulatory organization or body which, as of the date of this
    Agreement, is pending or threatened in writing against or affecting the
    Company, the Common Stock or any of the Company's Subsidiaries or any of the
    Company's or the Company's Subsidiaries' officers or directors in their
    capacities as such, is set forth in SCHEDULE 3(h).

        i. ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE OF THE SECURITIES. The
    Company acknowledges and agrees that the Buyer is acting solely in the
    capacity of arm's length purchaser with respect to the Transaction Documents
    and the transactions contemplated hereby and thereby. The Company further
    acknowledges that the Buyer is not acting as a financial advisor or
    fiduciary of the Company (or in any similar capacity) with respect to the
    Transaction Documents and the transactions contemplated hereby and thereby
    and any advice given by the Buyer or any of its representatives or agents in
    connection with the Transaction Documents and the transactions contemplated
    hereby and thereby is merely incidental to the Buyer's purchase of the
    Securities. The Company further represents to the Buyer that the Company's
    decision to enter into the Transaction Documents has been based solely on
    the independent evaluation by the Company and its representatives and
    advisors.

        j. NO GENERAL SOLICITATION. Neither the Company, nor any of its
    affiliates, nor any person acting on its or their behalf, has engaged in any
    form of general solicitation or general advertising (within the meaning of
    Regulation D under the 1933 Act) in connection with the offer or sale of the
    Securities.

        k. NO INTEGRATED OFFERING. Neither the Company, nor any of its
    affiliates, nor any person acting on its or their behalf has, directly or
    indirectly, made any offers or sales of any security or solicited any offers
    to buy any security, under circumstances that would require registration of
    any of the Securities under the 1933 Act or cause this offering of the
    Securities to be integrated with prior offerings by the Company for purposes
    of the 1933 Act or any applicable shareholder approval provisions,
    including, without limitation, under the rules and regulations of any
    exchange or automated quotation system on which any of the securities of the
    Company are listed or designated, nor will the Company or any of its
    Subsidiaries take any action or steps that would require registration of any
    of the Securities under the 1933 Act or cause the offering of the Securities
    to be integrated with other offerings.

        l. DILUTIVE EFFECT. The Company understands and acknowledges that the
    number of Purchase Shares issuable hereunder will increase in certain
    circumstances. The Company further acknowledges that its obligation to issue
    Purchase Shares under this Agreement in accordance with the term and
    conditions herein including the Common Stock Purchase Terms and Conditions
    as set

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    forth in ANNEX A hereto is absolute and unconditional regardless of the
    dilutive effect that such issuance may have on the ownership interests of
    other shareholders of the Company.

        m. INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own or
    possess adequate rights or licenses to use all material trademarks, trade
    names, service marks, service mark registrations, service names, patents,
    patent rights, copyrights, inventions, licenses, approvals, governmental
    authorizations, trade secrets and rights necessary to conduct their
    respective businesses as now conducted. Except as set forth on
    SCHEDULE 3(m), none of the Company's material trademarks, trade names,
    service marks, service mark registrations, service names, patents, patent
    rights, copyrights, inventions, licenses, approvals, government
    authorizations, trade secrets or other intellectual property rights have
    expired or terminated, or, by the terms and conditions thereof, could expire
    or terminate within two years from the date of this Agreement. The Company
    and its Subsidiaries do not have any knowledge of any infringement by the
    Company or its Subsidiaries of any material trademark, trade name rights,
    patents, patent rights, copyrights, inventions, licenses, service names,
    service marks, service mark registrations, trade secret or other similar
    rights of others, or of any such development of similar or identical trade
    secrets or technical information by others and, except as set forth on
    SCHEDULE 3(M), there is no claim, action or proceeding being made or brought
    against, or to the Company's knowledge, being threatened against, the
    Company or its Subsidiaries regarding trademark, trade name, patents, patent
    rights, invention, copyright, license, service names, service marks, service
    mark registrations, trade secret or other infringement, which could
    reasonably be expected to have a Material Adverse Effect.

        n. ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i) are in
    compliance with any and all applicable foreign, federal, state and local
    laws and regulations relating to the protection of human health and safety,
    the environment or hazardous or toxic substances or wastes, pollutants or
    contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits,
    licenses or other approvals required of them under applicable Environmental
    Laws to conduct their respective businesses and (iii) are in compliance with
    all terms and conditions of any such permit, license or approval, except
    where, in each of the three foregoing clauses, the failure to so comply
    could not reasonably be expected to have, individually or in the aggregate,
    a Material Adverse Effect.

        o. TITLE. The Company and its Subsidiaries have good and marketable
    title in fee simple to all real property and good and marketable title to
    all personal property owned by them which is material to the business of the
    Company and its Subsidiaries, in each case free and clear of all liens,
    encumbrances and defects except such as are described in SCHEDULE 3(o) or
    such as do not materially affect the value of such property and do not
    interfere with the use made and proposed to be made of such property by the
    Company and any of its Subsidiaries. Any real property and facilities held
    under lease by the Company and any of its Subsidiaries are held by them
    under valid, subsisting and enforceable leases with such exceptions as are
    not material and do not interfere with the use made and proposed to be made
    of such property and buildings by the Company and its Subsidiaries.

        p. INSURANCE. The Company and each of its Subsidiaries are insured by
    insurers of recognized financial responsibility against such losses and
    risks and in such amounts as management of the Company believes to be
    prudent and customary in the businesses in which the Company and its
    Subsidiaries are engaged. Neither the Company nor any such Subsidiary has
    been refused any insurance coverage sought or applied for and neither the
    Company nor any such Subsidiary has any reason to believe that it will not
    be able to renew its existing insurance coverage as and when such coverage
    expires or to obtain similar coverage from similar insurers as may be
    necessary to continue its business at a cost that would not materially and
    adversely affect the condition, financial or otherwise, or the earnings,
    business or operations of the Company and its Subsidiaries, taken as a
    whole.

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        q. REGULATORY PERMITS. The Company and its Subsidiaries possess all
    material certificates, authorizations and permits issued by the appropriate
    federal, state or foreign regulatory authorities necessary to conduct their
    respective businesses, and neither the Company nor any such Subsidiary has
    received any notice of proceedings relating to the revocation or
    modification of any such certificate, authorization or permit.

        r. TAX STATUS. The Company and each of its Subsidiaries has made or
    filed all federal and state income and all other material tax returns,
    reports and declarations required by any jurisdiction to which it is subject
    (unless and only to the extent that the Company and each of its Subsidiaries
    has set aside on its books provisions reasonably adequate for the payment of
    all unpaid and unreported taxes) and has paid all taxes and other
    governmental assessments and charges that are material in amount, shown or
    determined to be due on such returns, reports and declarations, except those
    being contested in good faith and has set aside on its books provision
    reasonably adequate for the payment of all taxes for periods subsequent to
    the periods to which such returns, reports or declarations apply. There are
    no unpaid taxes in any material amount claimed to be due by the taxing
    authority of any jurisdiction, and the officers of the Company know of no
    basis for any such claim.

        s. TRANSACTIONS WITH AFFILIATES. Except as set forth on SCHEDULE 3(s)
    and other than the grant or exercise of stock options disclosed on
    SCHEDULE 3(c), none of the officers, directors, or employees of the Company
    is presently a party to any transaction with the Company or any of its
    Subsidiaries (other than for services as employees, officers and directors),
    including any contract, agreement or other arrangement providing for the
    furnishing of services to or by, providing for rental of real or personal
    property to or from, or otherwise requiring payments to or from any officer,
    director or such employee or, to the knowledge of the Company, any
    corporation, partnership, trust or other entity in which any officer,
    director, or any such employee has an interest or is an officer, director,
    trustee or partner.

        t. APPLICATION OF TAKEOVER PROTECTIONS. The Company and its board of
    directors have taken all necessary action, if any, in order to render
    inapplicable any control share acquisition, business combination, poison
    pill (including any distribution under a rights agreement) or other similar
    anti-takeover provision under the Articles of Incorporation or the laws of
    the state of its incorporation which is or could become applicable to the
    Buyer as a result of the transactions contemplated by this Agreement,
    including, without limitation, the Company's issuance of the Securities and
    the Buyer's ownership of the Securities.

        u. RIGHTS AGREEMENT. The Company has not adopted a shareholder rights
    plan or similar arrangement relating to accumulations of beneficial
    ownership of Common Stock or a change in control of the Company.

        v. FOREIGN CORRUPT PRACTICES. Neither the Company, nor any of its
    Subsidiaries, nor any director, officer, agent, employee or other person
    acting on behalf of the Company or any of its Subsidiaries has, in the
    course of its actions for, or on behalf of, the Company, used any corporate
    funds for any unlawful contribution, gift, entertainment or other unlawful
    expenses relating to political activity; made any direct or indirect
    unlawful payment to any foreign or domestic government official or employee
    from corporate funds; violated or is in violation of any provision of the
    U.S. Foreign Corrupt Practices Act of 1977, as amended; or made any unlawful
    bribe, rebate, payoff, influence payment, kickback or other unlawful payment
    to any foreign or domestic government official or employee.

    4.  COVENANTS.

        a. FILING REGISTRATION STATEMENT. The Company shall within five
    (5) Trading Days from the date hereof file a new Registration Statement
    covering the resale of at least 1,200,000 Purchase Shares

                                       9
<PAGE>
    issuable in the First Tranche and the sale of 154,286 First Tranche
    Commitment Shares (as defined in Section 7(b)). The Company shall also
    within ten (10) Trading Days from the date of the delivery to the Buyer of
    the Second Tranche Notice file a new Registration Statement covering the
    resale of a reasonable estimate of the number of Purchase Shares issuable in
    the Second Tranche and a reasonable estimate of the number of Second Tranche
    Commitment Shares (as defined in Section 7(b)). The Buyer and its counsel
    shall have a reasonable opportunity to review and comment upon each such
    registration statement or amendment to such registration statement and any
    related prospectus prior to its filing with the SEC. The Company shall use
    its reasonable best efforts to have such registration statements or
    amendments declared effective by the SEC at the earliest possible date.

        b. BLUE SKY. The Company shall, on or before the Commencement Date, take
    such action, if any, as the Company shall reasonably determine is necessary
    in order to obtain an exemption for or to qualify the Commitment Shares and
    the Purchase Shares for sale to the Buyer pursuant to this Agreement under
    applicable securities or "Blue Sky" laws of the states of the United States,
    and shall provide evidence of any such action so taken to the Buyer on or
    prior to the Commencement Date. The Company shall make all filings and
    reports relating to the offer and sale of the Commitment Shares and the
    Purchase Shares required under applicable securities or "Blue Sky" laws of
    the states of the United States following the Commencement Date.

        c. NO VARIABLE PRICED FINANCING. Other than in connection with the
    transaction with Fusion Capital Fund I, LLC and pursuant to this Agreement,
    the Company agrees that beginning on the date of this Agreement and ending
    on the date of termination of this Agreement (as provided in Section 9(k)
    hereof), neither the Company nor any of its Subsidiaries shall, without the
    prior written consent of the Buyer, contract for any equity financing
    (including any debt financing with an equity component) or issue any equity
    securities of the Company or any Subsidiary or securities convertible or
    exchangeable into or for equity securities of the Company or any Subsidiary
    (including debt securities with an equity component) which, in any case
    (i) are convertible into or exchangeable for an indeterminate number of
    shares of common stock, (ii) are convertible into or exchangeable for Common
    Stock at a price which varies with the market price of the Common Stock,
    (iii) directly or indirectly provide for any "re-set" or adjustment of the
    purchase price, conversion rate or exercise price or (iv) contain any
    "make-whole" provision based upon, directly or indirectly, the market price
    of the Common Stock, in each case, other than reasonable and customary
    anti-dilution adjustments for issuance of shares of Common Stock at a price
    which is below the market price of the Common Stock.

        d. LISTING. Promptly after filing each registration statement, the
    Company shall secure the listing of the applicable Purchase Shares and
    Commitment Shares upon each national securities exchange and automated
    quotation system, if any, upon which shares of Common Stock are then listed
    (subject to official notice of issuance) and shall maintain, so long as any
    other shares of Common Stock shall be so listed, such listing of all such
    securities from time to time issuable under the terms of the Transaction
    Documents. The Company shall maintain the Common Stock's authorization for
    quotation on The Nasdaq National Market (the "PRINCIPAL MARKET"). Neither
    the Company nor any of its Subsidiaries shall take any action that would be
    reasonably expected to result in the delisting or suspension of the Common
    Stock on the Principal Market. The Company shall promptly, and in no event
    later than the following Trading Day, provide to the Buyer copies of any
    notices it receives from the Principal Market regarding the continued
    eligibility of the Common Stock for listing on such automated quotation
    system or securities exchange. The Company shall pay all fees and expenses
    in connection with satisfying its obligations under this Section.

        e. LIMITATION ON SHORT SALES AND HEDGING TRANSACTIONS. The Buyer agrees
    that beginning on the date of this Agreement and ending on the date of
    termination of this Agreement as provided in

                                       10
<PAGE>
    Section 9(k), the Buyer and its agents, representatives and affiliates shall
    not in any manner whatsoever enter into or effect, directly or indirectly,
    any (i) "short sale" (as such term is defined in Rule 3b-3 of the 1934 Act)
    of the Common Stock or (ii) hedging transaction, which establishes a net
    short position with respect to the Common Stock; provided, however, that
    such restrictions shall not apply (i) if the Buyer promptly submits after a
    sale of shares of Common Stock a Purchase Notice (as defined in the Common
    Stock Purchase Terms and Conditions) entitling the Buyer to receive a number
    of shares of Common Stock at least equal to the number of shares so sold or
    (ii) if an Event of Default (as defined the Common Stock Purchase Terms and
    Conditions) has occurred under the Common Stock Purchase Terms and
    Conditions including any failure by the Company to timely issue any Purchase
    Shares pursuant to the Common Stock Purchase Terms and Conditions.

        f. LIMITATION ON SALES OF COMMITMENT SHARES. The Buyer agrees that
    beginning on the date of this Agreement and ending on the date of
    termination of this Agreement as provided in Section 9(k), the Buyer shall
    not transfer or sell (i) the First Tranche Commitment Shares (as defined in
    Section 7(b) hereof) until six months after the First Commencement Date or
    such date as the First Tranche has been completed hereunder or this
    Agreement has been terminated and (ii) the Second Tranche Commitment Shares
    (as defined in Section 7(b) hereof) until six months after the Second
    Commencement Date or such date as the Second Tranche has been completed
    hereunder or this Agreement has been terminated; provided, however, that
    such restrictions shall not apply: (i) in connection with any transfers to
    or among affiliates (as defined in the Securities Exchange Act of 1934, as
    amended), (ii) in connection with any pledge in connection with a bona fide
    loan or margin account, or (iii) if an Event of Default has occurred, or any
    event which, after notice and/or lapse of time, would become an Event of
    Default, under the Common Stock Purchase Terms and Conditions including any
    failure by the Company to timely issue Purchase Shares under the Common
    Stock Purchase Terms and Conditions. Notwithstanding the forgoing, the Buyer
    may transfer Commitment Shares to a third party in order to settle a sale
    made by the Buyer where the Buyer reasonably expects the Company to deliver
    Purchase Shares to Buyer under the Common Stock Purchase Terms and
    Conditions so long as the Buyer maintains ownership of the same overall
    number of shares of Common Stock by "replacing" the Commitment Shares so
    transferred with Purchase Shares when the Purchase Shares are actually
    issued by the Company to the Buyer.

        h. DUE DILIGENCE. The Buyer shall have the right, from time to time as
    the Buyer may reasonably deem appropriate, to perform reasonable due
    diligence on the Company during normal business hours. The Company and its
    officers and employees shall reasonably cooperate with the Buyer in
    connection with any reasonable request by the Buyer related to the Buyer's
    due diligence of the Company.

    5.  TRANSFER AGENT INSTRUCTIONS.

    The Company shall issue irrevocable instructions to its transfer agent, and
any subsequent transfer agent, to issue certificates, registered in the name of
the Buyer or its respective nominee(s), for the Purchase Shares (the
"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). The Company warrants to the Buyer
that no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section 5, will be given by the Company to its transfer
agent with respect to the Purchase Shares and that the Commitment Shares and the
Purchase Shares shall otherwise be freely transferable on the books and records
of the Company as and to the extent provided in this Agreement and the
Registration Rights Agreement subject to the provisions of Section 4(f) in the
case of the Commitment Shares. So long as a Registration Statement is available
for the sale of Commitment Shares and the Purchase Shares or if the Buyer
provides the Company with an opinion of counsel, in a generally acceptable form,
to the effect that a public sale, assignment or transfer of the Commitment
Shares or the Purchase Shares may be made without registration under the 1933
Act, the Company shall promptly instruct its transfer

                                       11
<PAGE>
agent to issue one or more certificates representing such shares in such name
and in such denominations as specified by the Buyer and without any restrictive
legend. The Buyer hereby confirms it shall comply with all securities laws and
regulations applicable to it including applicable prospectus delivery
requirements upon sale of the Commitment Shares or the Purchase Shares.

    6.  CONDITIONS TO THE COMPANY'S OBLIGATION TO COMMENCE SALES OF SHARES OF
        COMMON STOCK.

    The obligation of the Company hereunder to commence each of the First
Tranche and the Second Tranche at the respective Commencement Dates is subject
to the satisfaction, at or before the respective Commencement Date, of each of
the following conditions, provided that these conditions are for the Company's
sole benefit and may be waived by the Company at any time in its sole discretion
by providing the Buyer with prior written notice thereof:

        a. The Buyer shall have executed each of the Transaction Documents to
    which it is a party and delivered the same to the Company applicable to the
    respective Commencement Date including the Registration Rights Agreement
    substantially in the form of EXHIBIT A hereto (the "REGISTRATION RIGHTS
    AGREEMENT").

        b. Subject to the Company's compliance with Section 4(a), a Registration
    Statement covering the sale of the respective Commitment Shares and the
    Purchase Shares issuable in the First Tranche or Second Tranche, as
    applicable, shall have been declared effective under the 1933 Act by the SEC
    and no stop order with respect to the Registration Statement shall be
    pending or threatened by the SEC.

        c. The representations and warranties of the Buyer shall be true and
    correct in all material respects as of the date when made and as of each
    Commencement Date as though made at that time (except for representations
    and warranties that speak as of a specific date), and the Buyer shall have
    performed, satisfied and complied in all material respects with the
    covenants, agreements and conditions required by this Agreement to be
    performed, satisfied or complied with by the Buyer at or prior to the
    Commencement Date.

    7.  CONDITIONS TO THE BUYER'S OBLIGATION TO COMMENCE PURCHASES OF SHARES OF
        COMMON STOCK.

    The obligation of the Buyer hereunder to commence each of the First Tranche
and the Second Tranche at the respective Commencement Dates is subject to the
satisfaction, at or before the respective Commencement Date, of each of the
following conditions, provided that these conditions are for the Buyer's sole
benefit and may be waived by the Buyer at any time in its sole discretion by
providing the Company with prior written notice thereof:

        a. The Company shall have executed each of the Transaction Documents and
    delivered the same to the Buyer applicable to the respective Commencement
    Date including the Registration Rights Agreement substantially in the form
    of EXHIBIT B hereto.

        b. On the Commencement Date for the First Commencement the Company shall
    have delivered to the Buyer 154,286 shares of Common Stock (the "FIRST
    TRANCHE COMMITMENT SHARES"). On the Commencement Date for the Second
    Commencement the Company shall have delivered to the Buyer a number of
    shares of Common Stock (the "SECOND TRANCHE COMMITMENT SHARES" and together
    with the First Commencement Commitment Shares, the "COMMITMENT SHARES")
    equal to 8% of $6,000,000 divided by the lower of (A) the arithmetic average
    of the Closing Bid Prices (as defined in the Common Stock Purchase Terms and
    Conditions) of the Common Stock for the five (5) consecutive Trading Days
    immediately preceding the Trading Day which is two (2) Trading Days prior to
    the Second Commencement and (B) the arithmetic average of the Closing Bid
    Prices of the Common Stock for the five (5) consecutive Trading Days

                                       12
<PAGE>
    immediately preceding the date of the Second Tranche Notice. The number of
    Commitment Shares shall be appropriately adjusted for any reorganization,
    recapitalization, non-cash dividend, stock split or other similar
    transaction.

        c. The Common Stock shall be authorized for quotation on the Principal
    Market, trading in the Common Stock shall not have been within the last
    365 days suspended by the SEC or the Principal Market and the Purchase
    Shares and the Commitment Shares shall be approved for listing upon the
    Principal Market.

        d. The Buyer shall have received the opinions of the Company's legal
    counsel dated as of the Commencement Date in the form of EXHIBIT A attached
    hereto.

        e. The representations and warranties of the Company shall be true and
    correct in all material respects (except to the extent that any of such
    representations and warranties is already qualified as to materiality in
    Section 3 above, in which case, such representations and warranties shall be
    true and correct without further qualification) as of the date when made and
    as of the respective Commencement Date as though made at that time (except
    for representations and warranties that speak as of a specific date) and the
    Company shall have performed, satisfied and complied with the covenants,
    agreements and conditions required by the Transaction Documents to be
    performed, satisfied or complied with by the Company at or prior to the
    Commencement Date. The Buyer shall have received a certificate, executed by
    the CEO, President or CFO of the Company, dated as of the Commencement Date,
    to the foregoing effect in the form attached hereto as EXHIBIT C.

        f. The Board of Directors of the Company shall have adopted resolutions
    in the form attached hereto as EXHIBIT D which shall be in full force and
    effect without any amendment or supplement thereto as of the Commencement
    Date.

        g. As of the Commencement Date, the Company shall have reserved out of
    its authorized and unissued Common Stock, solely for the purpose of
    effecting issuances hereunder at least 1,500,000 shares of Common Stock.

        h. The Irrevocable Transfer Agent Instructions, in the form of
    EXHIBIT E attached hereto, shall have been delivered to and acknowledged in
    writing by the Company and the Company's transfer agent.

        i. The Company shall have delivered to the Buyer a certificate
    evidencing the incorporation and good standing of the Company in the State
    of Georgia issued by the Secretary of State of the State of Georgia as of a
    date within ten (10) Trading Days of the Commencement Date.

        j. The Company shall have delivered to the Buyer a certified copy of the
    Articles of Incorporation as certified by the Secretary of State of the
    State of Georgia within ten (10) Trading Days of the Commencement Date.

        k. The Company shall have delivered to the Buyer a secretary's
    certificate executed by the Secretary of the Company, dated as of the
    respective Commencement Date, in the form attached hereto as EXHIBIT F.

        l. A Registration Statement covering the sale of all of the respective
    Commitment Shares and Purchase Shares issuable in the First Tranche or
    Second Tranche, as the case may be, shall have been declared effective under
    the 1933 Act by the SEC and no stop order with respect to the Registration
    Statement shall be pending or threatened by the SEC. The Company shall have
    prepared and delivered to the Buyer a final form of Prospectus to be used by
    the Buyer in connection with any sales of any Commitment Shares or any
    applicable Purchase Shares. The Company shall have made all filings under
    all applicable federal and state securities laws necessary

                                       13
<PAGE>
    to consummate the issuance of the Commitment Shares and the Purchase Shares
    pursuant to this Agreement in compliance with such laws.

        m. No Event of Default (as defined in the Common Stock Purchase Terms
    and Conditions) has occurred, or any event which, after notice and/or lapse
    of time, would become an Event of Default has occurred.

    8.  INDEMNIFICATION.  In consideration of the Buyer's execution and delivery
of the Transaction Documents and acquiring the Securities thereunder and in
addition to all of the Company's other obligations under the Transaction
Documents, the Company shall defend, protect, indemnify and hold harmless the
Buyer and each other holder of the Securities and all of their shareholders,
officers, directors, employees and direct or indirect investors and any of the
foregoing person's agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by
this Agreement) (collectively, the "INDEMNITEES") from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees,
liabilities and damages, and expenses in connection therewith (irrespective of
whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys' fees and disbursements
(the "INDEMNIFIED LIABILITIES"), incurred by any Indemnitee as a result of, or
arising out of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(b) any breach of any covenant, agreement or obligation of the Company contained
in the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, or (c) any cause of action, suit or claim
brought or made against such Indemnitee and arising out of or resulting from the
execution, delivery, performance or enforcement of the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby. To
the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law.

    9.  GOVERNING LAW; MISCELLANEOUS.

        a. GOVERNING LAW; JURISDICTION; JURY TRIAL. The corporate laws of the
    State of Georgia shall govern all issues concerning the relative rights of
    the Company and its shareholders. All other questions concerning the
    construction, validity, enforcement and interpretation of this Agreement and
    the other Transaction Documents shall be governed by the internal laws of
    the State of Illinois, without giving effect to any choice of law or
    conflict of law provision or rule (whether of the State of Illinois or any
    other jurisdictions) that would cause the application of the laws of any
    jurisdictions other than the State of Illinois. Each party hereby
    irrevocably submits to the exclusive jurisdiction of the state and federal
    courts sitting in the City of Chicago, for the adjudication of any dispute
    hereunder or under the other Transaction Documents or in connection herewith
    or therewith, or with any transaction contemplated hereby or discussed
    herein, and hereby irrevocably waives, and agrees not to assert in any suit,
    action or proceeding, any claim that it is not personally subject to the
    jurisdiction of any such court, that such suit, action or proceeding is
    brought in an inconvenient forum or that the venue of such suit, action or
    proceeding is improper. Each party hereby irrevocably waives personal
    service of process and consents to process being served in any such suit,
    action or proceeding by mailing a copy thereof to such party at the address
    for such notices to it under this Agreement and agrees that such service
    shall constitute good and sufficient service of process and notice thereof.
    Nothing contained herein shall be deemed to limit in any way any right to
    serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
    WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
    THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
    ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

                                       14
<PAGE>
        b. COUNTERPARTS. This Agreement may be executed in two or more identical
    counterparts, all of which shall be considered one and the same agreement
    and shall become effective when counterparts have been signed by each party
    and delivered to the other party; provided that a facsimile signature shall
    be considered due execution and shall be binding upon the signatory thereto
    with the same force and effect as if the signature were an original, not a
    facsimile signature.

        c. HEADINGS. The headings of this Agreement are for convenience of
    reference and shall not form part of, or affect the interpretation of, this
    Agreement.

        d. SEVERABILITY. If any provision of this Agreement shall be invalid or
    unenforceable in any jurisdiction, such invalidity or unenforceability shall
    not affect the validity or enforceability of the remainder of this Agreement
    in that jurisdiction or the validity or enforceability of any provision of
    this Agreement in any other jurisdiction.

        e. ENTIRE AGREEMENT; AMENDMENTS. This Agreement supersedes all other
    prior oral or written agreements between the Buyer, the Company, their
    affiliates and persons acting on their behalf with respect to the matters
    discussed herein, and this Agreement, the Other Transaction Documents and
    the instruments referenced herein contain the entire understanding of the
    parties with respect to the matters covered herein and therein and, except
    as specifically set forth herein or therein, neither the Company nor the
    Buyer makes any representation, warranty, covenant or undertaking with
    respect to such matters. No provision of this Agreement may be amended other
    than by an instrument in writing signed by the Company and the Buyer, and no
    provision hereof may be waived other than by an instrument in writing signed
    by the party against whom enforcement is sought.

        f. NOTICES. Any notices, consents, waivers or other communications
    required or permitted to be given under the terms of this Agreement must be
    in writing and will be deemed to have been delivered: (i) upon receipt, when
    delivered personally; (ii) upon receipt, when sent by facsimile (provided
    confirmation of transmission is mechanically or electronically generated and
    kept on file by the sending party); or (iii) one Trading Day after deposit
    with a nationally recognized overnight delivery service, in each case
    properly addressed to the party to receive the same. The addresses and
    facsimile numbers for such communications shall be:

        If to the Company:

               adam.com, Inc
               1600 RiverEdge Parkway, Suite 800
               Atlanta, Georgia 30328
               Telephone: 770-980-0888
               Facsimile: 770-989-4970
               Attention: Robert S. Cramer Jr.

               With a copy to:

               King & Spalding
               191 Peachtree Street
               Atlanta, Georgia 30303
               Telephone: 404-572-4600
               Facsimile: 404-572-5100
               Attention: Stacey K. Geer

                                       15
<PAGE>
        If to the Buyer:

               Fusion Capital Fund II, LLC
               222 Merchandise Mart Plaza, Suite 9-112
               Chicago, Illinois 60654
               Telephone: 312-644-6644
               Facsimile: 312-644-6244
               Attention: Steven G. Martin

        with a copy to:

               Ungaretti & Harris
               3500 Three First National Plaza
               Chicago, Illinois 60602
               Telephone: 312-977-4400
               Facsimile: 312-977-4405
               Attention: James T. Easterling

        If to the Transfer Agent:

               American Stock Transfer
               6201 15th Avenue, Third Floor
               Brooklyn, NY 11219
               Telephone: 718-921-8261
               Facsimile: 718-765-8701
               Attention: Donna Ansbro

    or at such other address and/or facsimile number and/or to the attention of
    such other person as the recipient party has specified by written notice
    given to each other party three (3) Trading Days prior to the effectiveness
    of such change. Written confirmation of receipt (A) given by the recipient
    of such notice, consent, waiver or other communication, (B) mechanically or
    electronically generated by the sender's facsimile machine containing the
    time, date, recipient facsimile number and an image of the first page of
    such transmission or (C) provided by a nationally recognized overnight
    delivery service, shall be rebuttable evidence of personal service, receipt
    by facsimile or receipt from a nationally recognized overnight delivery
    service in accordance with clause (i), (ii) or (iii) above, respectively.

        g. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
    inure to the benefit of the parties and their respective successors and
    assigns. The Company shall not assign this Agreement or any rights or
    obligations hereunder without the prior written consent of the Buyer,
    including by merger or consolidation. The Buyer may not assign its rights
    under this Agreement without the consent of the Company, other than to an
    affiliate of the Buyer controlled by Steven G. Martin or Joshua B.
    Scheinfeld. Notwithstanding anything to the contrary contained in the
    Transaction Documents, the Buyer shall be entitled to pledge the Commitment
    Shares and the Purchase Shares in connection with a bona fide loan or margin
    account.

        h. NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
    benefit of the parties hereto and their respective permitted successors and
    assigns, and is not for the benefit of, nor may any provision hereof be
    enforced by, any other person.

        i. PUBLICITY. The Company and the Buyer shall have the right to approve
    before issuance any press releases or any other public disclosure (including
    any filings with the SEC) with respect to the transactions contemplated
    hereby; provided, however, that the Company shall be entitled, without the
    prior approval of any Buyer, to make any press release or other public
    disclosure (including any filings with the SEC) with respect to such
    transactions as is required by applicable

                                       16
<PAGE>
    law and regulations (although the Buyer shall be consulted by the Company in
    connection with any such press release or other public disclosure prior to
    its release and shall be provided with a copy thereof).

        j. FURTHER ASSURANCES. Each party shall do and perform, or cause to be
    done and performed, all such further acts and things, and shall execute and
    deliver all such other agreements, certificates, instruments and documents,
    as the other party may reasonably request in order to carry out the intent
    and accomplish the purposes of this Agreement and the consummation of the
    transactions contemplated hereby.

        k. TERMINATION; SURVIVAL. This Agreement may be terminated only as
    follows:

           (i) By the Buyer any time after an Event of Default (as defined in
       the Common Stock Purchase Terms and Conditions) has occurred.

           (ii) In the event that the First Commencement shall not have
       occurred, the Company shall have the option to terminate this Agreement
       for any reason or for no reason without liability of any party to any
       other party. If this Agreement is terminated pursuant to this
       Section 9(k)(ii), the Company shall issue to the Buyer the First
       Commencement Commitment Shares immediately prior to the termination
       hereof. The number of First Commencement Commitment Shares shall be
       appropriately adjusted for any reorganization, recapitalization, non-cash
       dividend, stock split or other similar transaction.

           (iii) In the event that the First Commencement shall not have
       occurred on or before October 31, 2000, due to the failure to satisfy the
       conditions set forth in Sections 6 and 7 above with respect to the
       Commencement (and the nonbreaching party's failure to waive such
       unsatisfied condition(s)), the nonbreaching party shall have the option
       to terminate this Agreement at the close of business on such date without
       liability of any party to any other party. If this Agreement is
       terminated pursuant to this Section 9(k)(iii) prior to the Commencement
       other than solely as a result of any material breach of the Buyer's
       obligation hereunder, the Company shall issue to the Buyer the First
       Commencement Commitment Shares immediately upon the termination hereof.
       The number of First Commencement Commitment Shares shall be appropriately
       adjusted for any reorganization, recapitalization, non-cash dividend,
       stock split or other similar transaction.

           (iv) If the First Commencement Date has occurred as provided herein,
       by the Company any time after the date the First Tranche has been fully
       completed but prior to the delivery to the Buyer of the Second Tranche
       Notice.

           (v) If the First Commencement Date has occurred as provided herein,
       by either the Company or the Buyer if the First Tranche has been fully
       completed and the Company has not delivered a Second Tranche Notice to
       the Buyer on or prior to the tenth (10th) Trading Day after the First
       Tranche has been fully completed.

           (vi) If the First Commencement Date has occurred as provided herein,
       the First Tranche has been fully completed and the Company has delivered
       a Second Tranche Notice to the Buyer, in the event that the Second
       Commencement Date shall not have occurred on or before twenty
       (20) Trading Days from the date of the Second Tranche Notice due to the
       failure to satisfy the conditions set forth in Sections 6 and 7 above
       with respect to the Second Commencement (and the nonbreaching party's
       failure to waive such unsatisfied condition(s)), the nonbreaching party
       shall have the option to terminate this Agreement at the close of
       business on such date without liability of any party to any other party.
       If this Agreement is terminated pursuant to this Section 9(k)(vi) prior
       to the Second Commencement Date other than solely as a result of a
       material breach of the Buyer's obligation hereunder, the Company shall
       issue to the Buyer the Second Commencement Commitment Shares immediately
       upon

                                       17
<PAGE>
       the termination hereof. In the such case, the number of Second
       Commencement Commitment Shares shall be equal to 8% of $6,000,000 divided
       by the lower of (A) the arithmetic average of the Closing Bid Prices of
       the Common Stock for the five (5) consecutive Trading Days immediately
       preceding the Trading Day which is two (2) Trading Days prior to the date
       of termination of this Agreement and (B) the arithmetic average of the
       Closing Bid Prices of the Common Stock for the five (5) consecutive
       Trading Days immediately preceding the date of the Second Tranche Notice.
       The number of Commitment Shares shall be appropriately adjusted for any
       reorganization, recapitalization, non-cash dividend, stock split or other
       similar transaction.

           (vii) This Agreement shall automatically terminate on the date that
       the Company has sold and the Buyer has purchased an aggregate of Twelve
       Million Dollars ($12,000,000) of Common Stock as provided herein.

    Except for termination of this Agreement under Section 9(k)(vii), any
    termination of this Agreement pursuant to this Section 9(k) shall be
    effected by written notice from the Company to the Buyer, or the Buyer to
    the Company, as the case may be, setting forth the basis for the termination
    hereof. A termination of this Agreement under Section 9(k)(vii) shall
    automatically occur on such date as the Company has sold and the Buyer has
    purchased an aggregate of Twelve Million Dollars ($12,000,000) of Common
    Stock pursuant to the terms of this Agreement, without any action or notice
    on the part of any party. Except as expressly set forth in this Agreement,
    the representations and warranties of the Company and the Buyer contained in
    Sections 2 and 3 hereof, the indemnification provisions set forth in
    Section 8 hereof and the agreements and covenants set forth in Section 9,
    shall survive the Commencement and any termination hereof.

        l. FINANCIAL ADVISOR. The Company acknowledges that it has not engaged
    any financial advisor, placement agent, broker or finder in connection with
    the transactions contemplated hereby. The Company shall be responsible for
    the payment of any fees or commissions, if any, of any financial advisor,
    placement agent, broker or finder relating to or arising out of the
    transactions contemplated hereby. The Company shall pay, and hold the Buyer
    harmless against, any liability, loss or expense (including, without
    limitation, attorneys' fees and out of pocket expenses) arising in
    connection with any such claim.

        m. NO STRICT CONSTRUCTION. The language used in this Agreement will be
    deemed to be the language chosen by the parties to express their mutual
    intent, and no rules of strict construction will be applied against any
    party.

        n. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The
    remedies provided in this Agreement shall be cumulative and in addition to
    all other remedies available under this Agreement, at law or in equity
    (including a decree of specific performance and/or other injunctive relief),
    no remedy contained herein shall be deemed a waiver of compliance with the
    provisions giving rise to such remedy and nothing herein shall limit the
    Buyer's right to pursue actual damages for any failure by the Company to
    comply with the terms of this Agreement. The Company acknowledges that a
    breach by it of its obligations hereunder will cause irreparable harm to the
    Buyer and that the remedy at law for any such breach may be inadequate. The
    Company therefore agrees that, in the event of any such breach or threatened
    breach, the Buyer shall be entitled, in addition to all other available
    remedies, to an injunction restraining any breach, without the necessity of
    showing economic loss and without any bond or other security being required.

        o. CHANGES TO THE TERMS OF THIS AGREEMENT. This Agreement and any
    provision hereof may only be amended by an instrument in writing signed by
    the Company and the Buyer. The term "Agreement" and all reference thereto,
    as used throughout this instrument, shall mean this

                                       18
<PAGE>
    instrument as originally executed, or if later amended or supplemented, then
    as so amended or supplemented.

        p. ENFORCEMENT AND OTHER COSTS. If: (i) this Agreement is placed in the
    hands of an attorney for enforcement or is enforced through any legal
    proceeding; or (ii) an attorney is retained to represent the Buyer in any
    bankruptcy, reorganization, receivership or other proceedings affecting
    creditors' rights and involving a claim under this Agreement; or (iii) an
    attorney is retained to represent the Buyer in any other proceedings
    whatsoever in connection with this Agreement, then the Company shall pay to
    the Buyer all reasonable cost and expenses including attorneys' fees
    incurred in connection therewith, in addition to all other amounts due
    hereunder.

        q. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay in the exercise
    of any power, right or privilege hereunder shall operate as a waiver
    thereof, nor shall any single or partial exercise of any such power, right
    or privilege preclude other or further exercise thereof or of any other
    right, power or privilege.

                                  * * * * * *

    IN WITNESS WHEREOF, the Buyer and the Company have caused this Common Stock
Purchase Agreement to be duly executed as of the date first written above.

                                          THE COMPANY:

                                          ADAM.COM, INC.

                                          By:___________________
                                          Name:
                                          Title:

                                          BUYER:

                                          FUSION CAPITAL FUND II, LLC
                                          BY: FUSION CAPITAL PARTNERS II, LLC
                                          BY: SGM HOLDINGS CORP.

                                          By:___________________
                                          Name: Steven G. Martin
                                          Title: President

                                       19
<PAGE>
                                    ANNEX A
                   COMMON STOCK PURCHASE TERMS AND CONDITIONS

    1.  PAYMENTS.  The Buyer agrees to make payments to the Company for the
purchase of shares of Common Stock as described in Section 2(b) hereof. All
payments made hereunder shall be made in lawful money of the United States of
America by check or wire transfer of immediately available funds to such account
as the Company may from time to time designate by written notice in accordance
with the provisions hereof. Whenever any amount expressed to be due by the terms
hereof is due on any day which is not a Trading Day, the same shall instead be
due on the next succeeding day which is a Trading Day.

    2.  PURCHASE OF AVAILABLE AMOUNT.  The Buyer shall purchase shares of Common
Stock on the terms and conditions set forth in this Section up to the Available
Amount.

        (a)  CERTAIN DEFINED TERMS.  For purposes of these Common Stock Purchase
    Terms and Conditions, the following terms shall have the following meanings:

           (i) "AVAILABLE AMOUNT" means initially Six Million Dollars
       ($6,000,000) in the aggregate in respect of the First Tranche and on and
       after the Second Commencement Date, an additional Six Million Dollars
       ($6,000,000) in the aggregate in respect of the Second Tranche, provided
       that in each case, such amount shall be reduced by the Purchase Amount as
       the Buyer purchases shares of Common Stock pursuant to Section 2 hereof.

           (ii) "CLOSING BID PRICE" means, for any security as of any date, the
       last closing bid price for such security on the Principal Market as
       reported by Bloomberg Financial Markets ("BLOOMBERG"), or, if the
       Principal Market is not the principal securities exchange or trading
       market for such security, the last closing bid price of such security on
       the principal securities exchange or trading market where such security
       is listed or traded as reported by Bloomberg.

          (iii) "CLOSING SALE PRICE" means, for any security as of any date, the
       last closing trade price for such security on the Principal Market as
       reported by Bloomberg, or, if the Principal Market is not the principal
       securities exchange or trading market for such security, the last closing
       trade price of such security on the principal securities exchange or
       trading market where such security is listed or traded as reported by
       Bloomberg.

           (iv) "FIXED PURCHASE PRICE" means $16.50 appropriately adjusted for
       any reorganization, recapitalization, non-cash dividend, stock split or
       other similar transaction.

           (v) "MANDATORY PURCHASE RIGHTS" means the mandatory purchase rights
       of the Company pursuant to Section 2(d)(iii).

           (vi) "MATURITY DATE" means the date that is six months from the First
       Commencement Date, or if the Second Commencement Date occurs, the date
       that is six months from the Second Commencement Date, which such date may
       be extended in each case by up to an additional six months by the
       Company, in its sole discretion, by written notice to the Buyer.

          (vii) "MONTHLY BASE AMOUNT" means One Million Dollars ($1,000,000) per
       Monthly Period.

         (viii) "MONTHLY PURCHASE AMOUNT" means a portion of the Available
       Amount equal to the Monthly Base Amount for such Monthly Period plus the
       Monthly Base Amount for any prior Monthly Periods which has not been
       previously used to purchase Common Stock pursuant to Section 2 hereof;
       PROVIDED, HOWEVER, that to the extent that the Company exercises its
       Mandatory Purchase Rights, the Monthly Purchase Amount for any remaining
       Monthly Periods shall be reduced by any amount subject to the Mandatory
       Purchase Rights in reverse

                                       20
<PAGE>
       chronological order (I.E., the Monthly Purchase Amount for the last
       remaining Monthly Period shall be reduced first); provided further, on or
       after the Maturity Date, the Monthly Purchase Amount shall thereafter be
       the entire remaining Available Amount.

           (ix) "MONTHLY PERIOD" means each successive 30 calendar day period
       commencing with the First Commencement Date.

           (x) "PERSON" means an individual or entity including any 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.

           (xi) "PRINCIPAL MARKET" means The Nasdaq National Market.

          (xii) "PURCHASE AMOUNT" means the portion of the Available Amount
       submitted in a Purchase Notice to be used to purchase Common Stock
       pursuant to Section 2 hereof.

         (xiii) "PURCHASE DATE" means the actual date that the Buyer submits a
       Purchase Notice to the Company to purchase Common Stock hereunder so long
       as the Buyer shall transmit by facsimile (or otherwise deliver) to the
       Company on or prior to 11:59 p.m., Central Time on such date.

          (xiv) "PURCHASE PRICE" means, as of any Purchase Date or other date of
       determination, the lower of the (A) Fixed Purchase Price and the
       (B) Variable Purchase Price, each in effect as of such date.

          (xv) "SALE PRICE" means, for any security as of any date, the trade
       price for such security on the Principal Market as reported by Bloomberg,
       or, if the Principal Market is not the principal securities exchange or
       trading market for such security, the trade price of such security on the
       principal securities exchange or trading market where such security is
       listed or traded as reported by Bloomberg.

          (xvi) "VARIABLE PURCHASE PRICE" means, as of any Purchase Date or
       other date of determination, the lower of: (A) the lowest Sale Price of
       the Common Stock on the Purchase Date or such other date of determination
       and (B) the arithmetic average of any two (2) Closing Bid Prices for the
       Common Stock, selected by the Buyer, during the ten (10) consecutive
       Trading Days ending on the Trading Day immediately preceding such
       Purchase Date or other date of determination (to be appropriately
       adjusted for any reorganization, recapitalization, non-cash dividend,
       stock split or other similar transaction occurring during such ten
       (10) Trading Days).

        (b)  BUYER'S PURCHASE RIGHTS AND OBLIGATIONS.  Subject to the provisions
    of Sections 2(d) and 7 below, during each Monthly Period, the Buyer shall
    purchase shares of Common Stock equal to the Monthly Purchase Amount for
    such Monthly Period in accordance with Section 2(e), at the Purchase Rate
    (as defined below). Subject to the provisions of Sections 2(d) and 7 below,
    at any time on or after the Maturity Date, the Buyer shall have the right to
    purchase shares of Common Stock up to the entire remaining Available Amount
    in accordance with Section 2(e), at the Purchase Rate. Within three
    (3) Trading Days of receipt of Purchase Shares, the Buyer shall pay to the
    Company an amount equal to the Purchase Amount with respect to such Purchase
    Shares as full payment for the Purchase Shares so received. The Company
    shall not issue any fraction of a share of Common Stock upon any purchase.
    All shares of Common Stock (including fractions thereof) issuable upon a
    purchase under this Agreement shall be aggregated for purposes of
    determining whether the purchase 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.

                                       21
<PAGE>
        (c)  PURCHASE RATE.  The number of shares of Common Stock issuable upon
    purchase of a Purchase Amount of this Common Stock Purchase Agreement
    pursuant to Section 2(b) shall be determined according to the following
    formula (the "PURCHASE RATE"):

                                Purchase Amount
                                ---------------

                                 Purchase Price

        (d)  LIMITATIONS ON PURCHASE.

           (i)  LIMITATION ON BENEFICIAL OWNERSHIP.  The Company shall not
       effect any purchase under this Agreement and the Buyer shall not purchase
       shares of Common Stock under this Agreement pursuant to Section 2(b) to
       the extent that after giving effect to such purchase such Person
       (together with such Person's affiliates) would beneficially own in excess
       of 4.99% of the outstanding shares of the Common Stock following such
       purchase. For purposes of the foregoing sentence, the number of shares of
       Common Stock beneficially owned by a Person and its affiliates or
       acquired by a Person and its affiliates, as the case may be, shall
       include the number of shares of Common Stock issuable upon a purchase
       under this Agreement with respect to which the determination is being
       made, but shall exclude the number of shares of Common Stock which would
       be issuable upon (i) a purchase of the remaining Available Amount which
       has not been submitted for purchase, and (ii) exercise or conversion of
       the unexercised or unconverted portion of any other securities of the
       Company (including, without limitation, any warrants) subject to a
       limitation on conversion or exercise analogous to the limitation
       contained herein beneficially owned by such Person and its affiliates.
       For purposes of this Section, in determining the number of outstanding
       shares of Common Stock the Buyer may rely on the number of outstanding
       shares of Common Stock as reflected in (1) the Company's most recent
       Form 10-Q or Form 10-K, as the case may be, (2) a more recent public
       announcement by the Company or (3) any other written communication by the
       Company or its transfer agent setting forth the number of shares of
       Common Stock outstanding. Upon the reasonable written or oral request of
       the Buyer, the Company shall promptly confirm orally and in writing to
       the Buyer the number of shares Common Stock then outstanding. In any
       case, the number of outstanding shares of Common Stock shall be
       determined after giving effect to any purchases under this Agreement by
       the Buyer since the date as of which such number of outstanding shares of
       Common Stock was reported. Except as otherwise set forth herein, for
       purposes of this Section 2(d)(i), beneficial ownership shall be
       determined in accordance with Section 13(d) of the Securities Exchange
       Act of 1934, as amended.

           (ii)  COMPANY'S RIGHT TO SUSPEND PURCHASES.  The right of the Buyer
       to purchase shares of Common Stock under this Agreement pursuant to this
       Section 2 shall be limited as set forth below. If on any Trading Day the
       Closing Sale Price of the Common Stock is below the Fixed Purchase Price,
       the Company shall have three (3) Trading Days to give written notice (a
       "PURCHASE SUSPENSION NOTICE") to the Buyer suspending any and all
       purchases. The Purchase Suspension Notice shall be effective only for
       purchases which have a Purchase Date later than three (3) Trading Days
       after receipt of the Purchase Suspension Notice by the Buyer. Any
       purchases submitted by the Buyer which have a Purchase Date not later
       than three (3) Trading Days after receipt by the Buyer of the Company's
       Purchase Suspension Notice must be honored by the Company as otherwise
       provided herein. Such purchase suspension shall continue in effect until
       the earlier of: (A) revocation in writing by the Company, at its sole
       discretion; or (B) such time as the Sale Price of the Common Stock is
       above the Fixed Purchase Price.

           (iii)  COMPANY'S MANDATORY PURCHASE RIGHTS.  If (A) the Closing Sale
       Price of the Common Stock on each of the five (5) Trading Days
       immediately prior to the first Trading

                                       22
<PAGE>
       Day of any Monthly Period is at least twenty-five percent (25%) of the
       Fixed Purchase Price and (B) no Event of Default has occurred, then the
       Company shall have the right, so long as no Event of Default has occurred
       and so long as the Sale Price of the Common Stock remains at least
       twenty-five percent (25%) of the Fixed Purchase Price, on or prior to the
       first Trading Day of such Monthly Period, by delivering written notice (a
       "MANDATORY PURCHASE NOTICE") to the Buyer to require that the Buyer
       purchase at the Purchase Rate such Available Amount as specified by the
       Company in the Mandatory Purchase Notice during the next two Monthly
       Periods on such Trading Days during such Monthly Periods as the Buyer
       shall determine. The Company acknowledges and agrees that the Company's
       mandatory purchase rights represent an agreement by the Buyer to extend
       financial accommodations to the Company. Accordingly, it shall be a
       condition to the exercise of the Company's mandatory purchase rights that
       no Event of Default shall have occurred, and the Company's delivery of a
       Mandatory Purchase Notice shall be deemed a representation to the Buyer
       that no Event of Default has occurred. The Company may revoke a Mandatory
       Purchase Notice, in whole or in part, by delivering written notice
       thereof to the Buyer (a "REVOCATION OF MANDATORY PURCHASE NOTICE"). A
       Revocation of Mandatory Purchase Notice shall be effective only as to
       purchases which are in excess of the Monthly Purchase Amount and which
       have a Purchase Date later than three (3) Trading Days after receipt by
       the Buyer of the Revocation of Mandatory Purchase Notice. Any purchases
       submitted by the Buyer which have a Purchase Date not later than three
       (3) Trading Days after receipt by the Buyer of the Revocation of
       Mandatory Purchase Notice must be honored by the Company as otherwise
       provided herein.

        (e)  MECHANICS OF PURCHASING.  The purchase of shares of Common Stock
    under this Agreement shall be conducted in the following manner:

           (i)  BUYER'S DELIVERY REQUIREMENTS.  To purchase shares of Common
       Stock under this Agreement on any date, the Buyer hereof shall transmit
       by facsimile (or otherwise deliver) on or prior to 11:59 p.m., Central
       Time on such date, a copy of a fully executed notice of purchase in the
       form attached hereto as Exhibit I (the "PURCHASE NOTICE") to the Company.

           (ii)  COMPANY'S RESPONSE.  Upon receipt by the Company of a copy of a
       Purchase Notice, the Company shall as soon as practicable, but in no
       event later than one (1) Trading Day after receipt of such Purchase
       Notice, send via facsimile (or otherwise deliver), a confirmation of
       receipt of such Purchase Notice in the form attached hereto as
       Exhibit II (a "COMPANY CONFIRMATION OF PURCHASE NOTICE") to (1) the Buyer
       and (2) along with a copy of the Purchase Notice, the Company's
       designated transfer agent (the "TRANSFER AGENT"), which confirmation
       shall constitute an irrevocable instruction to the Transfer Agent to
       process such Purchase Notice in accordance with the terms herein. Upon
       receipt by the Transfer Agent of a copy of the executed Purchase Notice
       and a copy of the applicable Company Confirmation of Purchase Notice, the
       Transfer Agent shall, on the first (1st) Trading Day following the date
       of receipt of the Company Confirmation of Purchase Notice, (A) use its
       best efforts to issue and surrender to a common carrier for overnight
       delivery to the address as specified in the Purchase Notice, a
       certificate, registered in the name of the Buyer or its designee, for the
       number of shares of Common Stock to which the Buyer shall be entitled or
       (B) provided the Transfer Agent is participating in The Depository Trust
       Company ("DTC") Fast Automated Securities Transfer Program, upon the
       request of the Buyer, credit such aggregate number of shares of Common
       Stock to which the Buyer shall be entitled to the Buyer's or its
       designee's balance account with DTC through its Deposit Withdrawal Agent
       Commission system.

           (iii)  DISPUTE RESOLUTION.  In the case of a dispute as to the
       determination of the Purchase Price or the arithmetic calculation of the
       Purchase Rate, the Company shall instruct the Transfer Agent to issue to
       the Buyer the number of shares of Common Stock that is not disputed and
       shall submit the disputed determinations or arithmetic calculations to
       the Buyer

                                       23
<PAGE>
       via facsimile within one (1) Trading Day of receipt of the Buyer's
       Purchase Notice. If the Buyer and the Company are unable to agree upon
       the determination of the Purchase Price or arithmetic calculation of the
       Purchase Rate within one (1) Trading Day of such disputed determination
       or arithmetic calculation being submitted to the Buyer, then the Company
       shall within one (1) Trading Day submit via facsimile (A) the disputed
       determination of the Purchase Price to an independent, reputable
       investment bank selected by the Company and approved by the Buyer or
       (B) the disputed arithmetic calculation of the Purchase Rate to the
       Company's independent, outside accountant. The Company shall cause the
       investment bank or the accountant, as the case may be, to perform the
       determinations or calculations and notify the Company and the Buyer of
       the results no later than the fifth (5th) day after the date it receives
       the disputed determinations or calculations. Such investment bank's or
       accountant's determination or calculation, as the case may be, shall be
       binding upon all parties absent manifest error.

           (iv)  RECORD HOLDER.  The person or persons entitled to receive the
       shares of Common Stock issuable upon a purchase under this Agreement
       shall be treated for all purposes as the record holder or holders of such
       shares of Common Stock on the Purchase Date.

           (v)  COMPANY'S FAILURE TO TIMELY DELIVER SHARES.  If within five
       (5) Trading Days after the Company's receipt of a copy of the Purchase
       Notice (subject to extension in accordance with Section 2(e)(iii) for a
       good faith dispute made in accordance with the terms of
       Section 2(e)(iii)) (the "SHARE DELIVERY PERIOD") the Transfer Agent shall
       fail to issue a certificate to the Buyer or credit the Buyer's balance
       account with DTC for the number of shares of Common Stock to which such
       Buyer is entitled upon such Buyer's purchase of the Available Amount (a
       "PURCHASE FAILURE"), in addition to all other available remedies which
       such Buyer may pursue under this Common Stock Purchase Agreement
       (including indemnification obligations of the Company herein), the
       Company shall pay additional damages to the Buyer on each day after such
       fifth (5th) Trading Day such purchase is not timely effected in an amount
       equal to 1.0% of the product of (I) the number of shares of Common Stock
       not issued to the Buyer on a timely basis pursuant to
       Section 2(e)(ii) and to which such Buyer is entitled and (II) the Closing
       Sale Price of the Common Stock on the last possible date which the
       Company could have issued such Common Stock to the Buyer without
       violating Section 2(e)(ii).

           (vi)  BOOK-ENTRY.  Notwithstanding anything to the contrary set forth
       herein, upon purchase of any portion of the Available Amount in
       accordance with the terms hereof, the Buyer shall not be required to
       physically surrender this Agreement to the Company. The Buyer and the
       Company shall each maintain records showing the remaining Available
       Amount and the dates and Purchase Amounts for each purchase or shall use
       such other method, reasonably satisfactory to the Buyer and the Company,
       so as not to require physical surrender of this Agreement upon each
       purchase. The Buyer and any assignee, by acceptance of this Agreement,
       acknowledge and agree that, by reason of the provisions of this
       paragraph, following purchase of any portion of the Available Amount, the
       remaining Available Amount under this Agreement shall be less than the
       aggregate Available Amount set forth on the face hereof.

        (f)  TAXES.  The Company shall pay any and all taxes that may be payable
    with respect to the issuance and delivery of Common Stock upon any purchases
    under this Agreement.

    3.  COMPANY'S TERMINATION RIGHTS.  Subject to the terms and conditions of
this Section, at any time after the First Commencement Date, and so long as the
Company has provided appropriate notice as described below, if during any ten
(10) consecutive Trading Days the Closing Sale Price of the Common Stock is
below the Fixed Purchase Price for each of such ten (10) Trading Days, the
Company shall

                                       24
<PAGE>
have three (3) Trading Days to give written notice (a "COMPANY TERMINATION
NOTICE") to the Buyer electing to terminate this Agreement without any liability
or payment to the Buyer (a "COMPANY TERMINATION"). Any purchases submitted by
the Buyer which have a Purchase Date which is not later than three (3) Trading
Days after receipt by the Buyer of the Company Termination Notice, must be
honored by the Company as otherwise provided herein. No such termination of this
Agreement shall effect the Company's or the Buyer's obligations under this
Agreement with respect to pending purchases and the Company and the Buyer shall
complete their respective obligations with respect to any pending purchases
under this Agreement.

    4.  DEFAULTS AND REMEDIES.

        (a)  EVENTS OF DEFAULT.  An "EVENT OF DEFAULT" shall be deemed to have
    occurred at such time as any of the following events:

           (i) while any Registration Statement is required to be maintained
       effective pursuant to the terms of the Registration Rights Agreement
       entered into by the Company and the Buyer (the "REGISTRATION RIGHTS
       AGREEMENT"), the effectiveness of such Registration Statement lapses for
       any reason (including, without limitation, the issuance of a stop order)
       or is unavailable to the Buyer for resale of all of the Registrable
       Securities (as defined in the Registration Rights Agreement) in
       accordance with the terms of the Registration Rights Agreement, and such
       lapse or unavailability continues for a period of ten (10) consecutive
       Trading Days or for more than an aggregate of thirty (30) Trading Days in
       any 365-day period;

           (ii) the suspension from trading or failure of the Common Stock to be
       listed on the Principal Market for a period of ten (10) consecutive
       Trading Days or for more than an aggregate of thirty (30) Trading Days in
       any 365-day period;

          (iii) the failure of the Company or the Common Stock to fully meet the
       requirements for continued listing on the Principal Market for a period
       of ten (10) consecutive Trading Days or for more than an aggregate of
       thirty (30) Trading Days in any 365-day period;

           (iv) the Company's or the Transfer Agent's notice to the Buyer,
       including by way of public announcement, at any time, of its intention
       not to comply with a proper request for purchase of the Available Amount
       under this Agreement into shares of Common Stock that is tendered in
       accordance with the provisions of this Agreement, the failure of the
       Company to deliver a Company Confirmation of Purchase Notice to the Buyer
       and to the Transfer Agent in accordance with the provisions of this
       Agreement within two (2) Trading Days after the receipt by the Company of
       a Purchase Notice (subject to extension in accordance with
       Section 2(e)(iii) for a good faith dispute made in accordance with the
       terms of Section 2(e)(iii)); or the failure of the Transfer Agent to
       comply with a Company Confirmation of Purchase Notice tendered in
       accordance with the provisions of this Agreement within five (5) Trading
       Days after the receipt by the Company of the Purchase Notice;

           (v) if at any time the Exchange Cap (as defined in Section 7) is
       reached;

           (vi) the Company breaches any representation, warranty, covenant or
       other term or condition of this Common Stock Purchase Agreement, the
       Registration Rights Agreement, or any other agreement, document,
       certificate or other instrument delivered in connection with the
       transactions contemplated thereby and hereby if such breach could have a
       Material Adverse Effect and except, in the case of a breach of a covenant
       which is reasonably curable, only if such breach continues for a period
       of at least ten (10) Trading Days;

          (vii) any payment default under or acceleration prior to maturity of
       any mortgage, indenture or instrument under which there may be issued or
       by which there may be secured

                                       25
<PAGE>
       or evidenced any indebtedness for money borrowed by the Company or for
       money borrowed the repayment of which is guaranteed by the Company,
       whether such indebtedness or guarantee now exists or shall be created
       hereafter which is in excess of $1,000,000;

         (viii) if any Person commences a proceeding against the Company
       pursuant to or within the meaning of any Bankruptcy Law (as defined
       below);

           (ix) if the Company pursuant to or within the meaning of any
       Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry
       of an order for relief against it in an involuntary case, (C) consents to
       the appointment of a Custodian of it or for all or substantially all of
       its property, (D) makes a general assignment for the benefit of its
       creditors, (E) becomes insolvent, or (F) is generally unable to pay its
       debts as the same become due; or

           (x) a court of competent jurisdiction enters an order or decree under
       any Bankruptcy Law that; (A) is for relief against the Company in an
       involuntary case, (B) appoints a Custodian of the Company or for all or
       substantially all of its property, or (C) orders the liquidation of the
       Company or any subsidiary.

       The term "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar
       federal or state law for the relief of debtors. The term "CUSTODIAN"
       means any receiver, trustee, assignee, liquidator or similar official
       under any Bankruptcy Law.

        (b)  REMEDIES.  If an Event of Default occurs from events described in
    clauses (i) through and (ix) of Section 4(a), the Buyer may terminate this
    Agreement without any liability or payment to the Company. In the case of an
    Event of Default arising from events described in clause (x) of
    Section 4(a), this Agreement shall automatically terminate with out any
    liability or payment to any party without further action or notice. However,
    notwithstanding the forgoing, in case of any such termination, no such
    termination of this Agreement shall effect the Company's or the Buyer's
    obligations under this Agreement with respect to pending purchases and the
    Company and the Buyer shall complete their respective obligations with
    respect to any pending purchases under this Agreement.

    5.  BUYER'S RIGHT TO TERMINATE AGREEMENT.  If by the Maturity Date, for any
reason or for no reason the full Available Amount under this Agreement has not
been used to purchase shares of Common Stock as provided for in Section 2 of
this Agreement, the Buyer shall have the right to terminate this Agreement
without any liability or payment to the Company. No such termination of this
Agreement shall effect the Company's or the Buyer's obligations under this
Agreement with respect to pending purchases and the Company and the Buyer shall
complete their respective obligations with respect to any pending purchases
under this Agreement.

    6.  RESERVATION OF SHARES.  The Company shall, so long as any Available
Amount is outstanding, reserve and keep available out of its authorized and
unissued Common Stock, solely for the purpose of effecting purchases of under
this Agreement, such number of shares of Common Stock as shall from time to time
be sufficient to effect the purchase of the entire remaining Available Amount
under this Agreement without regard to any restrictions or limitations on
purchases.

    7.  EXCHANGE CAP; LIMITATION ON NUMBER OF PURCHASE SHARES.  The "Exchange
Cap" shall be deemed to be reached at such time if, upon any Purchase Notice
submitted under this Agreement, the issuance of such shares of Common Stock
would exceed that number of shares of Common Stock which the Company may issue
under this Agreement without breaching the Company's obligations under the rules
or regulations of the Principal Market, in which case, the Company shall not be
obligated to issue any such shares of Common Stock.

                                       26
<PAGE>
                                   EXHIBIT I
                                   TO ANNEX A
                   COMMON STOCK PURCHASE TERMS AND CONDITIONS
                                 ADAM.COM, INC.
                            FORM OF PURCHASE NOTICE

    Reference is made to the Common Stock Purchase Agreement (the "COMMON STOCK
PURCHASE AGREEMENT") between ADAM.COM, INC. (the "COMPANY") and FUSION CAPITAL
FUND II, LLC dated             . In accordance with and pursuant to the Common
Stock Purchase Agreement, the undersigned hereby elects to purchase shares of
Common Stock, par value $               per share (the "COMMON STOCK"), of the
Company for the Available Amount indicated below of as of the date specified
below.

    Purchase Date:

    Remaining Available Amount

    PRIOR TO this purchase:

    Available Amount to be purchased:

    Remaining Available Amount

    AFTER this purchase:

    Please confirm the following information:

    Purchase Price per share:

    Fixed Purchase Price of $

    Low Sale Price on Date Hereof

    Average of 2/10 Commencement Bid Prices for ($) and ($)

    Number of shares of Common Stock to be issued:

    Please issue the shares of Common Stock in the following name and to the
following address:

    Issue to:

    Authorized Signature:

    Name:

    Title:

    Phone #:

    Broker DTC Participant Code:

    Account Number *:

    *NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.

                                       27
<PAGE>
                                   EXHIBIT I
                                   TO ANNEX A
                   COMMON STOCK PURCHASE TERMS AND CONDITIONS
                                 ADAM.COM, INC.
                            FORM OF PURCHASE NOTICE

    Reference is made to the Common Stock Purchase Agreement (the "COMMON STOCK
PURCHASE AGREEMENT") between ADAM.COM, INC. (the "COMPANY") and FUSION CAPITAL
FUND II, LLC dated             . In accordance with and pursuant to the Common
Stock Purchase Agreement, the undersigned hereby elects to purchase shares of
Common Stock, par value $               per share (the "COMMON STOCK"), of the
Company for the Available Amount indicated below of as of the date specified
below.

<TABLE>
<S>                               <C>
Purchase Date:
                                  ----------------------------------------------------

Remaining Available Amount
PRIOR TO this purchase:
                                  ----------------------------------------------------

Available Amount to be
purchased:
                                  ----------------------------------------------------

Remaining Available Amount
AFTER this purchase:
                                  ----------------------------------------------------
</TABLE>

Please confirm the following information:

<TABLE>
<S>        <C>
Purchase Price per share:
-----------------------------------------------------------------------

/ /        Fixed Purchase Price of $
/ /        Low Sale Price on Date Hereof
/ /        Average of 2/10 Commencement Bid Prices for ($) and ($)

Number of shares of Common Stock to be issued:
-----------------------------------------------------------------------
</TABLE>

Please issue the shares of Common Stock in the following name and to the
following address:

<TABLE>
<S>                               <C>
Issue to:                         ----------------------------------------------------
                                  ----------------------------------------------------
                                  ----------------------------------------------------

Authorized Signature:             ----------------------------------------------------
                                  Name: ----------------------------------------------
                                  Title:
                                  -----------------------------------------------
                                  Phone #: -------------------------------------------

Broker DTC Participant
Code:
                                  ----------------------------------------------------

Account Number *:
                                  ----------------------------------------------------
</TABLE>

    *NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.

                                       28
<PAGE>
                                   EXHIBIT II
                                   TO ANNEX A
                   COMMON STOCK PURCHASE TERMS AND CONDITIONS
                                 ADAM.COM, INC.
                FORM OF COMPANY CONFIRMATION OF PURCHASE NOTICE

    Reference is made to the Common Stock Purchase Agreement (the "COMMON STOCK
PURCHASE AGREEMENT") between ADAM.COM, INC. (the "COMPANY") and FUSION CAPITAL
FUND II, LLC dated             . In accordance with and pursuant to the Common
Stock Purchase Agreement, the undersigned hereby confirms and authorizes the
issuance of shares of Common Stock, par value $           per share (the "COMMON
STOCK") of the Company, in connection with the Purchase Notice (as defined in
the Common Stock Purchase Agreement) attached hereto. Specifically, the Company
hereby confirms the following information:

<TABLE>
<S>                               <C>
Purchase Date:
                                  ----------------------------------------------------

Remaining Available Amount
PRIOR TO this purchase:
                                  ----------------------------------------------------

Available Amount to be
purchased:
                                  ----------------------------------------------------

Remaining Available Amount
AFTER this purchase:
                                  ----------------------------------------------------

Purchase Price per share:
                                  ----------------------------------------------------

Number of shares of Common
Stock to be issued:
                                  ----------------------------------------------------
</TABLE>

The shares of Common Stock shall be issued in the name and to the address as set
forth in the applicable Purchase Notice.

<TABLE>
<S>                               <C>
Authorized Signature              ----------------------------------------------------
                                  Name: ----------------------------------------------
                                  Title:
                                  -----------------------------------------------
                                  Phone #: -------------------------------------------
                                  Fax #: ----------------------------------------------
</TABLE>

                                       29