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                                                                   EXHIBIT 10.51


                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 25,
1999, by and among HomeCom Communications, Inc., a Delaware corporation, with
headquarters at Fourteen Piedmont Center, Suite 100, 3535 Piedmont Road,
Atlanta, Georgia 30305 (the "COMPANY"), and the undersigned buyer (the "BUYER").

         WHEREAS:

         A. In connection with the Securities Purchase Agreement by and among
the parties of even date herewith (the "SECURITIES PURCHASE AGREEMENT"), the
Company has agreed, upon the terms and subject to the conditions of the
Securities Purchase Agreement, (i) to issue and sell to the Buyer's shares of
the Company's Series B Preferred Stock (the "PREFERRED STOCK"), which will be
convertible into shares of the Company's common stock, $.0001 par value per
share (the "COMMON STOCK") (as converted, the "CONVERSION SHARES") in accordance
with the terms of (i) the Company's Certificate of Designations, Preferences and
Rights of Series B Preferred Shares (the "CERTIFICATE OF DESIGNATIONS") and (ii)
as set forth in the Securities Purchase Agreement, to be issued warrants (the
"WARRANTS") which will be exercisable to purchase shares of Common Stock (the
"WARRANT SHARES"); and

         B. To induce the Buyers to execute and deliver the Securities Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "1933 ACT"), and
applicable state securities laws:

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Buyers hereby agree as follows:

         1.       DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings:

                  a. "INVESTOR" means the Buyer and any transferee or assignee
         thereof to whom the Buyer assigns its rights under this Agreement and
         who agrees to become bound by the provisions of this Agreement in
         accordance with Section 9.

                  b. "PERSON" means a corporation, a limited liability company,
         an association, a partnership, an organization, a business, an
         individual, a governmental or political subdivision thereof or a
         governmental agency.

                  c. "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
         registration effected by preparing and filing one or more Registration
         Statements in compliance with the 1933 Act and pursuant to Rule 415
         under the 1933 Act or any successor rule providing for offering
         securities on a continuous basis ("RULE 415"), and the declaration or
         ordering of


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         effectiveness of such Registration Statement(s) by the United States
         Securities and Exchange Commission (the "SEC").

                  d. REGISTRABLE SECURITIES" means the Conversion Shares and the
         Warrant Shares issued or issuable upon conversion of the Preferred
         Stock and the exercise of the Warrants, respectively, and any shares of
         capital stock issued or issuable with respect to the Conversion Shares,
         the Warrant Shares, the Warrants, or the Preferred Stock as a result of
         any stock split, stock dividend, recapitalization, exchange, merger,
         consolidation, reorganization, or similar event.

                  e. "REGISTRATION STATEMENT" means a registration statement of
         the Company filed under the 1933 Act.

         Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Securities Purchase Agreement, the
Certificate of Designations, or the Warrants, as applicable.

         2.       REGISTRATION.

                  a. Mandatory Registration. The Company shall prepare, and, on
         or prior to April 26, 1999, file with the SEC a Registration Statement
         or Registration Statements (as is necessary) on Form S-3 (or, if such
         form is unavailable for such a registration, on such other form as is
         available for such a registration, subject to the consent of each Buyer
         and the provisions of Section 2(e), which consent will not be
         unreasonably withheld), covering the resale of all of the Registrable
         Securities, which Registration Statement(s) shall state that, in
         accordance with Rule 416 promulgated under the 1933 Act, such
         Registration Statement(s) also covers such indeterminate number of
         additional shares of Common Stock (i) to prevent dilution resulting
         from stock splits, stock dividends or similar transactions and (ii) by
         reason of changes in the Conversion Price or Conversion Rate of the
         Preferred Stock in accordance with the terms thereof Such Registration
         Statement shall initially register for resale at least 1,225,000 shares
         of Common Stock, subject to adjustment as provided in Section 3(b), and
         such registered shares of Common Stock shall be allocated among the
         Investors pro rata based on the total number of Registrable Securities
         issued or issuable as of each date that a Registration Statement, as
         amended, relating to the resale of the Registrable Securities is
         declared effective by the SEC. The Company shall use its best efforts
         to have the Registration Statement declared effective by the SEC within
         ninety (90) days after the issuance of the Preferred Stock (the
         "REGISTRATION DEADLINE"). The Company shall permit the registration
         statement to become effective within five (5) business days after
         receipt of a "no review" notice from the SEC. In the event that the
         Registration Statement is not declared effective by the Registration
         Deadline, the Company shall pay to the Buyers, on a monthly basis, 2%
         of the face amount of the outstanding Preferred Stock in cash or Common
         Stock at the election of the Company for every thirty (30) days
         thereafter (pro-rated for partial months) until the Registration is
         declared effective. In addition, in the event that during the
         Registration Period (as defined herein) (i) the Registration Statement
         is no longer effective, (ii) the Prospectus forming a part of the
         Registration Statement is no longer current, or (iii) the SEC has
         issued a "stop order" with respect to the Registration Statement,

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         the Company shall have thirty (30) days to take appropriate action to
         cause the Registration Statement to become effective. In the event that
         during the Registration Period the Company is unable to cause the
         Registration Statement to become effective, removes the stop order or
         makes the Prospectus current, as the case may be, within such thirty
         (30) day period, the Company shall pay to the then existing holders of
         Preferred Stock, on a monthly basis, 2% of the face amount of the
         outstanding Preferred Stock in cash or Common Stock at the election of
         the Company for every thirty (30) days thereafter (pro-rated for
         partial months) until the Registration Statement is declared effective,
         removes the stop order or makes the Prospectus current, as the case may
         be.

                  b. Underwritten Offering. If any offering pursuant to a
         Registration Statement pursuant to Section 2(a) involves an
         underwritten offering, the Buyers shall have the right to select one
         legal counsel and an investment banker or bankers and manager or
         managers to administer their interest in the offering, which investment
         banker or bankers or manager or managers shall be reasonably
         satisfactory to the Company.

                  c. Piggy-Back Registrations. If at any time prior to the
         expiration of the Registration Period (as hereinafter defined) the
         Company proposes to file with the SEC a Registration Statement relating
         to an offering for its own account or the account of others under the
         1933 Act of any of its securities (other than on Form S-4 or Form S-8
         or their then equivalents relating to securities to be issued solely in
         connection with any acquisition of any entity or business or equity
         securities issuable in connection with stock option or other employee
         benefit plans) the Company shall promptly send to each Investor who is
         entitled to registration rights under this Section 2(c) written notice
         of the Company's intention to file a Registration Statement and of such
         Investor's rights under this Section 2(c) and, if within twenty (20)
         days after receipt of such notice, such Investor shall so request in
         writing, the Company shall include in such Registration Statement all
         or any part of the Registrable Securities such Investor requests to be
         registered, subject to the priorities set forth in Section 2(d) below.
         No right to registration of Registrable Securities under this Section
         2(c) shall be construed to limit any registration required under
         Section 2(a). The obligations of the Company under this Section 2(c)
         may be waived by Investors holding a majority of the Registrable
         Securities. If an offering in connection with which an Investor is
         entitled to registration under this Section 2(c) is an underwritten
         offering, then each Investor whose Registrable Securities are included
         in such Registration Statement shall, unless otherwise agreed by the
         Company, offer and sell such Registrable Securities in an underwritten
         offering using the same underwriter or underwriters and, subject to the
         provisions of this Agreement, on the same terms and conditions as other
         shares of Common Stock included in such underwritten offering.

                  d. Priority in Piggy-Back Registration Rights in connection
         with Registrations or Company Account. If the registration referred to
         in Section 2(c) is to be an underwritten public offering for the
         account of the Company and the managing underwriter(s) advise the
         Company in writing, that in their reasonable good faith opinion,
         marketing or other factors dictate that a limitation on the number of
         shares of Common Stock which may be included in the Registration
         Statement is necessary to facilitate and not adversely affect the
         proposed offering, then the Company shall include in such registration:
         (1) first, all securities the 


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         Company proposes to sell for its own account, (2) second, up to the
         full number of securities proposed to be registered for the account of
         the holders of securities entitled to inclusion of their securities in
         the Registration Statement by reason of demand registration rights, and
         (3) third, the securities requested to be registered by the Investors
         and other holders of securities entitled to participate in the
         registration on a pari passu basis, drawn from them pro rata based on
         the number each has requested to be included in such registration.

                  e. Eligibility for Form S-3. The Company represents, warrants,
         and covenants that it is currently eligible to utilize Form S-3 and
         that it has filed and shall file all reports required to be filed by
         the Company with the SEC in a timely manner so as to obtain and
         maintain such eligibility for the use of Form S-3. In the event that
         Form S-3 is not available for sale by the Investors of the Registrable
         Securities, then (i) the Company, with the consent of each Investor
         pursuant to Section 2(a), shall register the sale of the Registrable
         Securities on another appropriate form, such as Form S-1 and (ii) the
         Company shall undertake to register the Registrable Securities on Form
         S-3 as soon as such form is available.

         3 .     RELATED OBLIGATIONS.

         Whenever an Investor has requested that any Registrable Securities be
registered pursuant to Section 2(c) or at such time as the Company is obligated
to file a Registration Statement with the SEC pursuant to Section 2(a), the
Company will use its best efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and,
pursuant thereto, the Company shall have the following obligations:

                  a. The Company shall promptly prepare and file with the SEC a
         Registration Statement with respect to the Registrable Securities (on
         or prior to the thirtieth (30th) day following the date of issuance of
         any Preferred Stock, for the registration of Registrable Securities
         pursuant to Section 2(a)) and use its best efforts to cause such
         Registration Statement(s) relating to Registrable Securities to become
         effective as soon as possible after such filing (by the ninetieth
         (90th) day following the issuance of the relevant Preferred Stock for
         the registration of Registrable Securities pursuant to Section 2(a),
         and keep the Registration Statement(s) effective pursuant to Rule 415
         at all times until the earlier of (i) the date as of which the
         Investors may sell all of the Registrable Securities without
         restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or
         successor thereto) or (ii) the date on which (A) the Investors shall
         have sold all the Registrable Securities and (B) none of the Preferred
         Stock and Warrants are outstanding (the "REGISTRATION PERIOD"), which
         Registration Statement(s) (including any amendments or supplements
         thereto and prospectuses contained therein) shall not contain any
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein, or necessary to make the statements
         therein, in light of the circumstances in which they were made, not
         misleading.

                  b. The Company shall prepare and file with the SEC such
         amendments (including post-effective amendments) and supplements to the
         Registration Statement(s) and the prospectus(es) used in connection
         with the Registration Statement(s), which prospectus(es) are to be
         filed pursuant to Rule 424 promulgated under the 1933 Act, as may be
         necessary to keep the Registration Statement(s) effective at all times
         during the 
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         Registration Period, and, during such period, comply with the
         provisions of the 1933 Act with respect to the disposition of all
         Registrable Securities of the Company covered by the Registration
         Statement(s) until such time as all of such Registrable Securities
         shall have been disposed of in accordance with the intended methods of
         disposition by the seller or sellers thereof as set forth in the
         Registration Statement(s). In the event the number of shares available
         under a Registration Statement filed pursuant to this Agreement is
         insufficient to cover all of the Registrable Securities, the Company
         shall amend the Registration Statement, or file a new Registration
         Statement (on the short form available therefor, if applicable), or
         both, so as to cover all of the Registrable Securities, in each case,
         as soon as practicable, but in any event within fifteen (15) days after
         the necessity therefor arises (based on the market price of the Common
         Stock and other relevant factors on which the Company reasonably elects
         to rely). The Company shall use its best efforts to cause such
         amendment and/or new Registration Statement to become effective as soon
         as practicable following the filing thereof. For purposes of the
         foregoing provision, the number of shares available under a
         Registration Statement shall be deemed "insufficient to cover all of
         the Registrable Securities" if at any time the number of Registrable
         Securities issued or issuable upon conversion of the Preferred Stock
         and exercise of the Warrants is greater than the quotient determined by
         dividing (i) the number of shares of Common Stock available for resale
         under such Registration Statement by (ii) 1.0. For purposes of the
         calculation set forth in the foregoing sentence, any restrictions on
         the convertibility of the Preferred Stock shall be disregarded and such
         calculation shall assume that the Preferred Stock are then convertible
         into shares of Common Stock at the then prevailing Conversion Rate (as
         defined in the Preferred Stock) and that the Warrants are exercisable
         at the prevailing exercise price.

                  c. The Company shall furnish to each Investor whose
         Registrable Securities are included in the Registration Statement(s)
         and its legal counsel without charge (i) promptly after the same is
         prepared and filed with the SEC at least one copy of the Registration
         Statement and any amendment thereto, including financial statements and
         schedules, all documents incorporated therein by reference and all
         exhibits, the prospectus(es) included in such Registration Statement(s)
         (including each preliminary prospectus ) and, with regards to the
         Registration Statement, any correspondence by or on behalf of the
         Company to the SEC or the staff of the SEC and any correspondence from
         the SEC or the staff of the SEC to the Company or its representatives,
         (ii) upon the effectiveness of any Registration Statement, ten (10)
         copies of the prospectus included in such Registration Statement and
         all amendments and supplements thereto (or such other number of copies
         as such Investor may reasonably request) and (iii) such other
         documents, including any preliminary prospectus, as such Investor may
         reasonably request in order to facilitate the disposition of the
         Registrable Securities owned by such Investor.

                  d. The Company shall use reasonable efforts to (i) register
         and qualify the Registrable Securities covered by the Registration
         Statement(s) under such other securities or "blue sky" laws of such
         jurisdictions in the United States as any Investor reasonably requests,
         (ii) prepare and file in those jurisdictions, such amendments
         (including post-effective amendments) and supplements to such
         registrations and qualifications as may be necessary to maintain the
         effectiveness thereof during the Registration Period, (iii) take such
         other actions as may be necessary to maintain such registrations and
         qualifications in effect 

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         at all times during the Registration Period, and (iv) take all other
         actions reasonably necessary or advisable to quality the Registrable
         Securities for sale in such jurisdictions; provided, however, that the
         Company shall not be required in connection therewith or as a condition
         thereto to (a) qualify to do business in any jurisdiction where it
         would not otherwise be required to qualify but for this Section 3(d),
         (b) subject itself to general taxation in any such jurisdiction, or (c)
         file a general consent to service of process in any such jurisdiction.
         The Company shall promptly notify each Investor who holds Registrable
         Securities of the receipt by the Company of any notification with
         respect to the suspension of the registration or qualification of any
         of the Registrable Securities for sale under the securities or "blue
         sky" laws of any jurisdiction in the United States or its receipt of
         actual notice of the initiation or threatening of any proceeding for
         such purpose.

                  e. In the event Investors who hold a majority of the
         Registrable Securities being offered in the offering select
         underwriters for the offering, the Company shall enter into and perform
         its obligations under an underwriting agreement, in usual and customary
         form, including, without limitation, customary indemnification and
         contribution obligations, with the underwriters of such offering.

                  f. As promptly as practicable after becoming aware of such
         event, the Company shall notify each Investor in writing of the
         happening of any event, of which the Company has knowledge, as a result
         of which the prospectus included in a Registration Statement, as then
         in effect, includes an untrue statement of a material fact or omission
         to state a material fact required to be stated therein or necessary to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading, and promptly prepare a supplement or
         amendment to the Registration Statement to correct such untrue
         statement or omission, and deliver ten (10) copies of such supplement
         or amendment to each Investor (or such other number of copies as such
         Investor may reasonably request). The Company shall also promptly
         notify each Investor in writing (i) when a prospectus or any prospectus
         supplement or post-effective amendment has been filed, and when a
         Registration Statement or any post-effective amendment has become
         effective (notification of such effectiveness shall be delivered to
         each Investor by facsimile on the same day of such effectiveness and by
         overnight mail) (ii) of any request by the SEC for amendments or
         supplements to a Registration Statement or related prospectus or
         related information, (iii) of the Company's reasonable determination
         that a post-effective amendment to a Registration Statement would be
         appropriate.

                  g. The Company shall use its best efforts to prevent the
         issuance of any stop order or other suspension of effectiveness of a
         Registration Statement, or the suspension of the qualification of any
         of the Registrable Securities for sale in any jurisdiction and, if such
         an order or suspension is issued, to obtain the withdrawal of such
         order or suspension at the earliest possible moment and to notify each
         Investor who holds Registrable Securities being sold (and, in the event
         of an underwritten offering, the managing underwriters) of the issuance
         of such order and the resolution thereof or its receipt of actual
         notice of the initiation or threat of any proceeding for such purpose.



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                  h. The Company shall permit each Investor a single firm of
         counsel or such other counsel as thereafter designated as selling
         stockholders' counsel by the Investors who hold a majority of the
         Registrable Securities being sold, to review and comment upon the
         Registration Statement(s) and all amendments and supplements thereto at
         least five (5) days prior to their filing with the SEC, and not file
         any document in a form to which such counsel reasonably objects. The
         Company shall not submit a request for acceleration of the
         effectiveness of a Registration Statement(s) or any amendment or
         supplement thereto without the prior approval of such counsel, which
         consent shall not be unreasonably withheld.

                  i. At the request of the Investors who hold a majority of the
         Registrable Securities being sold, the Company shall furnish, on the
         date that Registrable Securities are delivered to an underwriter, if
         any, for sale in connection with the Registration Statement (i) if
         required by an underwriter, a letter, dated such date, from the
         Company's independent certified public accountants in form and
         substance as is customarily given by independent certified public
         accountants to underwriters in an underwritten public offering,
         addressed to the underwriters, and (ii) an opinion, dated as of such
         date, of counsel representing the Company for purposes of such
         Registration Statement, in form, scope and substance as is customarily
         given in an underwritten public offering, addressed to the underwriters
         and the Investors.

                  j. The Company shall make available for inspection by (i) any
         Investor, (ii) any underwriter participating in any disposition
         pursuant to a Registration Statement, (iii) one firm of attorneys and
         one firm of accountants or other agents retained by the Investors, and
         (iv) one firm of attorneys retained by all such underwriters
         (collectively, the "INSPECTORS") all pertinent financial and other
         records, and pertinent corporate documents and properties of the
         Company (collectively, the "RECORDS"), as shall be reasonably deemed
         necessary by each Inspector to enable each Inspector to exercise its
         due diligence responsibility, and cause the Company's officers,
         directors and employees to supply all information which any Inspector
         may reasonably request for purposes of such due diligence provided,
         however, that each Inspector shall hold in strict confidence and shall
         not make any disclosure (except to an Investor) or use of any Record or
         other information which the Company determines in good faith to be
         confidential, and of which determination the Inspectors are so
         notified, unless (a) the disclosure of such Records is necessary to
         avoid or correct a misstatement or omission in any Registration
         Statement or is otherwise required under the 1933 Act, (b) the release
         of such Records is ordered pursuant to a final, non-appealable subpoena
         or order from a court or government body of competent jurisdiction, or
         (c) the information in such Records has been made generally available
         to the public other than by disclosure in violation of this or any
         other agreement. Each Investor agrees that it shall, upon learning that
         disclosure of such Records is sought in or by a court or governmental
         body of competent jurisdiction or through other means, give prompt
         notice to the Company and allow the Company, at its expense, to
         undertake appropriate action to prevent disclosure of, or to obtain a
         protective order for, the Records deemed confidential.

                  k. The Company shall hold in confidence and not make any
         disclosure of information concerning an Investor provided to the
         Company unless (i) disclosure of such 

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         information is necessary to comply with federal or state securities
         laws, (ii) the disclosure of such information is necessary to avoid or
         correct a misstatement or omission in any Registration Statement, (iii)
         the release of such information is ordered pursuant to a subpoena or
         other final, non-appealable order from a court or governmental body of
         competent jurisdiction, or (iv) such information has been made
         generally available to the public other than by disclosure in violation
         of this or any other agreement. The Company agrees that it shall, upon
         learning that disclosure of such information concerning an Investor is
         sought in or by a court or governmental body of competent jurisdiction
         or through other means, give prompt written notice to such Investor and
         allow such Investor, at the Investor's expense, to undertake
         appropriate action to prevent disclosure of, or to obtain a protective
         order for, such information.

                  l. The Company shall use its best efforts either to (i) cause
         all the Registrable Securities covered by a Registration Statement to
         be listed on each national securities exchange on which securities of
         the same class or series issued by the Company are then listed, if any,
         if the listing of such Registrable Securities is then permitted under
         the rules of such exchange, (ii) to secure designation and quotation of
         all the Registrable Securities covered by the Registration Statement on
         the Nasdaq National Market System, (iii) if, despite the Company's best
         efforts to satisfy the preceding clause (i) or (ii), the Company is
         unsuccessful in satisfying the preceding clause (i) or (ii) to secure
         the inclusion for quotation on the Nasdaq SmallCap Market for such
         Registrable Securities or, (iv) if, despite the Company's best efforts
         to satisfy the preceding clause (iii), the Company is unsuccessful in
         satisfying the preceding clause (iii), to secure the inclusion for
         quotation on the over-the-counter market for such Registrable
         Securities, and, without limiting the generality of the foregoing, in
         the case of clause (iii) or (iv), to arrange for at least two market
         makers to register with the National Association of Securities Dealers,
         Inc. ("NASD") as such with respect to such Registrable Securities. The
         Company shall pay all fees and expenses in connection with satisfying
         its obligation under this Section 3(l).

                  m. The Company shall cooperate with the Investors who hold
         Registrable Securities being offered and, to the extent applicable, any
         managing underwriter or underwriters, to facilitate the timely
         preparation and delivery of certificates (not bearing any restrictive
         legend) representing the Registrable Securities to be offered pursuant
         to a Registration Statement and enable such certificates to be in such
         denominations or amounts, as the case may be, as the managing
         underwriter or underwriters, if any, or, if there is no managing
         underwriter or underwriters, the Investors may reasonably request and
         registered in such names as the managing underwriter or underwriters,
         if any, or the Investors may request. Not later than the date on which
         any Registration Statement registering the resale of Registrable
         Securities is declared effective, the Company shall deliver to its
         transfer agent instructions, accompanied by any reasonably required
         opinion of counsel, that permit sales of unlegended securities in a
         timely fashion that complies with then mandated securities settlement
         procedures for regular way market transactions.

                  n. The Company shall take all other reasonable actions
         necessary to expedite and facilitate disposition by the Investors of
         Registrable Securities pursuant to a Registration Statement.



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                  o. The Company shall provide a transfer agent and registrar of
         all such Registrable Securities not later than the effective date of
         such Registration Statement.

                  p. If requested by the managing underwriters or an Investor,
         the Company shall immediately incorporate in a prospectus supplement or
         post-effective amendment such information as the managing underwriters
         and the Investors agree should be included therein relating to the sale
         and distribution of Registrable Securities, including, without
         limitation, information with respect to the number of Registrable
         Securities being sold to such underwriters, the purchase price being
         paid therefor by such underwriters and with respect to any other terms
         of the underwritten (or best efforts underwritten) offering of the
         Registrable Securities to be sold in such offering; make all required
         filings of such prospectus supplement or post-effective amendment as
         soon as notified of the matters to be incorporated in such prospectus
         supplement or post-effective amendment; and supplement or make
         amendments to any Registration Statement if requested by a shareholder
         or any underwriter of such Registrable Securities.

                  q. The Company shall use its best efforts to cause the
         Registrable Securities covered by the applicable Registration Statement
         to be registered with or approved by such other governmental agencies
         or authorities as may be necessary to consummate the disposition of
         such Registrable Securities.

                  r. The Company shall otherwise use its best efforts to comply
         with all applicable rules and regulations of the SEC in connection with
         any registration hereunder.

         4.       OBLIGATIONS OF THE INVESTORS.

                  a. At least five (5) days prior to the first anticipated
         filing date of the Registration Statement, the Company shall notify
         each Investor in writing of the information the Company requires from
         each such Investor if such Investor elects to have any of such
         Investor's Registrable Securities included in the Registration
         Statement. It shall be a condition precedent to the obligations of the
         Company to complete the registration pursuant to this Agreement with
         respect to the Registrable Securities of a particular Investor that
         such Investor shall furnish to the Company such information regarding
         itself, the Registrable Securities held by it and the intended method
         of disposition of the Registrable Securities held by it as shall be
         reasonably required to effect the registration of such Registrable
         Securities and shall execute such documents in connection with such
         registration as the Company may reasonably request.

                  b. Each Investor by such Investor's acceptance of the
         Registrable Securities agrees to cooperate with the Company as
         reasonably requested by the Company in connection with the preparation
         and filing of the Registration Statement(s) hereunder, unless such
         Investor has notified the Company in writing of such Investor's
         election to exclude all of such Investor's Registrable Securities from
         the Registration Statement.

                  c. In the event Investors holding a majority of the
         Registrable Securities being registered determine to engage the
         services of an underwriter, each Investor agrees to enter


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         into and perform such Investor's obligations under an underwriting
         agreement, in usual and customary form, including, without limitation,
         customary indemnification and contribution obligations, with the
         managing underwriter of such offering and take such other actions as
         are reasonably required in order to expedite or facilitate the
         disposition of the Registrable Securities, unless such Investor
         notifies the Company in writing of such Investor's election to exclude
         all of such Investor's Registrable Securities from the Registration
         Statement(s).

                  d. Each Investor agrees that, upon receipt of any notice from
         the Company of the happening of any event of the kind described in
         Section 3(g) or the first sentence of 3(f), such Investor will
         immediately discontinue disposition of Registrable Securities pursuant
         to the Registration Statement(s) covering such Registrable Securities
         until such Investor's receipt of the copies of the supplemented or
         amended prospectus contemplated by Section 3(g) or the first sentence
         of 3(f) and, if so directed by the Company, such Investor shall deliver
         to the Company (at the expense of the Company) or destroy all copies in
         such Investor's possession, of the prospectus covering such Registrable
         Securities current at the time of receipt of such notice.

                  e. No Investor may participate in any underwritten
         registration hereunder unless such Investor (i) agrees to sell such
         Investor's Registrable Securities on the basis provided in any
         underwriting arrangements approved by the Investors entitled hereunder
         to approve such arrangements, (ii) completes and executes all
         questionnaires, powers of attorney, indemnities, underwriting
         agreements and other documents reasonably required under the terms of
         such underwriting arrangements, and (iii) agrees to pay its pro rata
         share of all underwriting discounts and commissions.

         5.       EXPENSES OF REGISTRATION.

         All reasonable expenses, other than underwriting discounts and
commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees, and
fees and disbursements of counsel for the Company shall be borne by the Company.
The Investors shall bear the fees and disbursements of their counsel.

         6.       INDEMNIFICATION

         In the event any Registrable Securities are included in a Registration
Statement under this Agreement:

                  a. To the fullest extent permitted by law, the Company will,
         and hereby does, indemnify, hold harmless and defend each Investor who
         holds such Registrable Securities, the directors, officers, partners,
         employees, agents and each Person, if any, who controls any Investor
         within the meaning of the 1933 Act or the Securities Exchange Act of
         1934, as amended (the "1934 ACT"), and any underwriter (as defined in
         the 1933 Act) for the Investors, and the directors and officers of, and
         each Person, if any, who controls, any such underwriter within the
         meaning of the 1933 Act or the 1934 Act (each, an "INDEMNIFIED
         PERSON"), against any losses, claims, damages, liabilities, judgments,
         fines, penalties, 


                                      -10-
<PAGE>   11

         charges, costs, attorneys' fees, amounts paid in settlement or
         expenses, joint or several, (collectively, "CLAIMS") incurred in
         investigating, preparing or defending any action, claim, suit, inquiry,
         proceeding, investigation or appeal taken from the foregoing by or
         before any court or governmental, administrative or other regulatory
         agency, body or the SEC, whether pending or threatened, whether or not
         an indemnified party is or may be a party thereto ("INDEMNIFIED
         DAMAGES"), to which any of them may become subject insofar as such
         Claims (or actions or proceedings, whether commenced or threatened, in
         respect thereof) arise out of or are based upon: (i) any untrue
         statement or alleged untrue statement of a material fact in a
         Registration Statement or any post-effective amendment thereto or in
         any filing made in connection with the qualification of the offering
         under the securities or other "blue sky" laws of any jurisdiction in
         which Registrable Securities are offered ("BLUE SKY FILING"), or the
         omission or alleged omission to state a material fact required to be
         stated therein or necessary to make the statements therein, in light of
         the circumstances under which the statements therein were made, not
         misleading, (ii) any untrue statement or alleged untrue statement of a
         material fact contained in any preliminary prospectus if used prior to
         the effective date of such Registration Statement, or contained in the
         final prospectus (as amended or supplemented, if the Company files any
         amendment thereof or supplement thereto with the SEC) or the omission
         or alleged omission to state therein any material fact necessary to
         make the statements made therein, in light of the circumstances under
         which the statements therein were made, not misleading, or (iii) any
         violation or alleged violation by the Company of the 1933 Act, the 1934
         Act, any other law, including, without limitation, any state securities
         law, or any rule or regulation thereunder relating to the offer or sale
         of the Registrable Securities pursuant to a Registration Statement (the
         matters in the foregoing clauses (i) through (iii) being, collectively,
         "VIOLATIONS"). Subject to the restrictions set forth in Section 6(d)
         with respect to the number of legal counsel, the Company shall
         reimburse the Investors and each such underwriter or controlling
         person, promptly as such expenses are incurred and are due and payable,
         for any legal fees or other reasonable expenses incurred by them in
         connection with investigating or defending any such Claim.
         Notwithstanding anything to the contrary contained herein, the
         indemnification agreement contained in this Section 6(a): (i) shall not
         apply to a Claim arising out of or based upon a Violation which occurs
         in reliance upon and in conformity with information furnished in
         writing to the Company by any Indemnified Person or underwriter for
         such Indemnified Person expressly for use in connection with the
         preparation of the Registration Statement or any such amendment thereof
         or supplement thereto, if such prospectus was timely made available by
         the Company pursuant to Section 3(c); (ii) with respect to any
         preliminary prospectus, shall not inure to the benefit of any such
         person from whom the person asserting any such Claim purchased the
         Registrable Securities that are the subject thereof (or to the benefit
         of any person controlling such person) if the untrue statement or
         mission of material fact contained in the preliminary prospectus was
         corrected in the prospectus, as then amended or supplemented, if such
         prospectus was timely made available by the Company pursuant to Section
         3(c), and the Indemnified Person was promptly advised in writing not to
         use the incorrect prospectus prior to the use giving rise to a
         violation and such Indemnified Person, notwithstanding such advice,
         used it; (iii) shall not be available to the extent such Claim is based
         on a failure of the Investor to deliver or to cause to be delivered the
         prospectus made available by the Company; and (iv) shall not apply to
         amounts paid in settlement of any Claim if such settlement is effected
         without the prior written consent of the 


                                      -11-
<PAGE>   12

         Company, which consent shall not be unreasonably withheld. Such
         indemnity shall remain in full force and effect regardless of any
         investigation made by or on behalf of the Indemnified Person and shall
         survive the transfer of the Registrable Securities by the Investors
         pursuant to Section 9.

                  b. In connection with any Registration Statement in which an
         Investor is participating, each such Investor agrees to severally and
         not jointly indemnify, hold harmless and defend, to the same extent and
         in the same manner as is set forth in Section 6(a), the Company, each
         of its directors, each of its officers who signs the Registration
         Statement, each Person, if any, who controls the Company within the
         meaning of the 1933 Act or the 1934 Act (collectively and together with
         an Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim or
         Indemnified Damages to which any of them may become subject, under the
         1933 Act, the 1934 Act or otherwise, insofar as such Claim or
         Indemnified Damages arise out of or are based upon any Violation, in
         each case to the extent, and only to the extent, that such Violation
         occurs in reliance upon and in conformity with written information
         furnished to the Company by such Investor expressly for use in
         connection with such Registration Statement; and, subject to Section
         6(d), such Investor will reimburse any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such Claim; provided, however, that the indemnity
         agreement contained in this Section 6(b) and Section 7 shall not apply
         to amounts paid in settlement of any Claim if such settlement is
         effected without the prior written consent of such Investor, which
         consent shall not be unreasonably withheld. Such indemnity shall remain
         in full force and effect regardless of any investigation made by or on
         behalf of such Indemnified Party and shall survive the transfer of the
         Registrable Securities by the Investors pursuant to Section 9.
         Notwithstanding anything to the contrary contained herein, the
         indemnification agreement contained in this Section 6(b) with respect
         to any preliminary prospectus shall not inure to the benefit of any
         Indemnified Party if the untrue statement or omission of material fact
         contained in the preliminary prospectus was corrected on a timely basis
         in the prospectus, as then amended or supplemented.

                  c. The Company shall be entitled to receive indemnities from
         underwriters, selling brokers, dealer managers and similar securities
         industry professionals participating in any distribution, to the same
         extent as provided above, with respect to information such persons so
         furnished in writing expressly for inclusion in the Registration
         Statement.

                  d. Promptly after receipt by an Indemnified Person or
         Indemnified Party under this Section 6 of notice of the commencement of
         any action or proceeding (including any governmental action or
         proceeding) involving a Claim such Indemnified Person or Indemnified
         Party shall, if a Claim in respect thereof is to be made against any
         indemnifying party under this Section 6, deliver to the indemnifying
         party a written notice of the commencement thereof, and the
         indemnifying party shall have the right to participate in, and, to the
         extent the indemnifying party so desires, jointly with any other
         indemnifying party similarly noticed, to assume control of the defense
         thereof with counsel mutually satisfactory to the indemnifying party
         and the Indemnified Person or the Indemnified Party, as the case may
         be; provided, however, that an Indemnified Person or Indemnified Party
         shall have the right to retain its own counsel with the fees and
         expenses to be paid by the 


                                      -12-
<PAGE>   13

         indemnifying party, if, in the reasonable opinion of counsel retained
         by the indemnifying party, the representation by such counsel of the
         Indemnified Person or Indemnified Party and the indemnifying party
         would be inappropriate due to actual or potential differing interests
         between such Indemnified Person or Indemnified Party and any other
         party represented by such counsel in such proceeding. The Company shall
         pay reasonable fees for only one separate legal counsel for the
         Investors, which counsel shall be acceptable to the Company and such
         legal counsel shall be selected by the Investors holding a majority in
         interest of the Registrable Securities included in the Registration
         Statement to which the Claim relates. The Indemnified Party or
         Indemnified Person shall cooperate fully with the indemnifying party in
         connection with any negotiation or defense of any such action or claim
         by the indemnifying party and shall furnish to the indemnifying party
         all information reasonably available to the Indemnified Party or
         Indemnified Person which relates to such action or claim. The
         indemnifying party shall keep the Indemnified Party or Indemnified
         Person fully apprised at all times as to the status of the defense or
         any settlement negotiations with respect thereto. No indemnifying party
         shall be liable for any settlement of any action, claim or proceeding
         effected without its written consent, provided, however, that the
         indemnifying party shall not unreasonably withhold, delay or condition
         its consent. No indemnifying party shall, without the consent of the
         Indemnified Party or Indemnified Person, consent to entry of any
         judgment or enter into any settlement or other compromise which does
         not include as an unconditional term thereof the giving by the claimant
         or plaintiff to such Indemnified Party or Indemnified Person of a
         release from all liability in respect to such claim or litigation.
         Following indemnification as provided for hereunder, the indemnifying
         party shall be subrogated to all rights of the Indemnified Party or
         Indemnified Person with respect to all third parties, firms or
         corporations relating to the matter for which indemnification has been
         made. The failure to deliver written notice to the indemnifying party
         within a reasonable time of the commencement of any such action shall
         relieve such indemnifying party of any liability to the Indemnified
         Person or Indemnified Party under this Section 6.

                  e. The indemnity agreements contained herein shall be in
         addition to (i) any cause of action or similar right of the Indemnified
         Party or Indemnified Person against the indemnifying party or others,
         and (ii) any liabilities the indemnifying party may be subject to
         pursuant to the law.

         7.       CONTRIBUTION.

         To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in
Section 6; (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any seller of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.


                                      -13-
<PAGE>   14


         8.       REPORTS UNDER THE 1934 ACT.

         With a view to making available to the Investors the benefits of Rule
144 promulgated under the 1933 Act or any other similar rule or regulation of
the SEC that may at any time permit the investors to sell securities of the
Company to the public without registration ("RULE 144"), the Company agrees to:

                  a. make and keep public information available, as those terms
         are understood and defined in Rule 144;

                  b. file with the SEC in a timely manner all reports and other
         documents required of the Company under the 1933 Act and the 1934 Act
         so long as the Company remains subject to such requirements (it being
         understood that nothing herein shall limit the Company's obligations
         under Section 4(c) of the Securities Purchase Agreement) and the filing
         of such reports and other documents is required for the applicable
         provisions of Rule 144; and

                  c. furnish to each Investor so long as such Investor owns
         Registrable Securities, promptly upon request, (i) a written statement
         by the Company that it has complied with the reporting requirements of
         Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent
         annual or quarterly report of the Company and such other reports and
         documents so filed by the Company, and (iii) such other information as
         may be reasonably requested to permit the investors to sell such
         securities pursuant to Rule 144 without registration.

         9.       ASSIGNMENT OF REGISTRATION RIGHTS.

         The rights to have the Company register Registrable Securities pursuant
to this Agreement shall be automatically assignable by the Investors to any
transferee of all or any portion of Registrable Securities if: (i) the Investor
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment; (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such registration rights are being transferred or assigned; (iii) before
the time the Company receives the written notice contemplated by clause (ii) of
this sentence the transferee or assignee agrees in writing with the Company to
be bound by all of the provisions contained herein; (iv) such transferee shall
be an "ACCREDITED INVESTOR" as that term is defined in Rule 501 of Regulation D
promulgated under the 1933 Act; and (v) in the event the assignment occurs
subsequent to the date of effectiveness of the Registration Statement required
to be filed pursuant to Section 2(a), the transferee agrees to pay all
reasonable expenses of amending or supplementing such Registration Statement to
reflect such assignment.

         10.      AMENDMENT OF REGISTRATION RIGHTS.

         Provisions of this Agreement may be amended and the observance thereof
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and Investors who hold a majority of the Registrable Securities. 


                                      -14-
<PAGE>   15

Any amendment or waiver effected in accordance with this Section 10 shall be
binding upon each Investor and the Company. After the date hereof, as long as at
least 25% of the Preferred Stock is outstanding, the Company shall not grant
registration rights to any private placement investor which shall be superior as
to priority in registration to those granted to the Investors hereunder.
Notwithstanding anything contained herein to the contrary, the Company may grant
registration rights which are pari passu to those granted to the investors
hereunder. The restrictions imposed by the preceding two sentences shall not
apply to registration rights granted in connection to employee benefit plans,
employee, or consultant compensation or in connection with mergers and
acquisitions.

         11.      MISCELLANEOUS.

                  a. A person or entity is deemed to be a holder of Registrable
         Securities whenever such person or entity owns of record such
         Registrable Securities. If the Company receives conflicting
         instructions, notices or elections from two or more persons or entities
         with respect to the same Registrable Securities, the Company shall act
         upon the basis of instructions, notice or election received from the
         registered owner of such Registrable Securities.

                  b. 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 a copy is mailed by U.S. certified mail, return
         receipt requested; (iii) three (3) days after being sent by U.S.
         certified mail, return receipt requested, or (d) one (1) 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:         HomeCom Communications, Inc.
                                    Fourteen Piedmont Center, Suite 100
                                    3535 Piedmont Road
                                    Atlanta, Georgia 30305
                                    Facsimile: (404) 237-4646

         With a copy to:            Raymond L. Moss, Esq.
                                    Sims Moss Kline & Davis LLP
                                    400 Northpark Town Center, Suite 310
                                    1000 Abernathy Road, N.E.
                                    Atlanta, Georgia 30328
                                    Facsimile: (770) 481-7210

         If to a Buyer, to its address and facsimile number on the Schedule of
Buyers, with copies to such Buyer's counsel as set forth on the Schedule of
Buyers. Each party shall provide five (5) days' prior written notice to the
other party of any change in address or facsimile number.



                                      -15-
<PAGE>   16

                  c. Failure of any party to exercise any right or remedy under
         this Agreement or otherwise, delay by a party in exercising such right
         or remedy, shall not operate as a waiver thereof.

                  d. This Agreement shall be governed by and interpreted in
         accordance with the laws of the State of Delaware without regard to the
         principles of conflict of laws. 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. This Agreement and the Securities Purchase Agreement
         constitute the entire agreement among the parties hereto with respect
         to the subject matter hereof and thereof. There are no restrictions,
         promises, warranties or undertakings, other than those set forth or
         referred to herein and therein. This Agreement and the Securities
         Purchase Agreement supersede all prior agreements and understandings
         among the parties hereto with respect to the subject matter hereof and
         thereof.

                  f. Subject to the requirements of Section 9, this Agreement
         shall inure to the benefit and of and be binding upon the permitted
         successors and assigns of each of the parties hereto.

                  g. The headings in this Agreement are for convenience of
         reference only and shall not limit or otherwise affect the meaning
         hereof.

                  h. This Agreement may be executed in two or more identical
         counterparts, each of which shall be deemed an original but all of
         which shall constitute one and the same agreement. This Agreement, once
         executed by a party, may be delivered to the other party hereto by
         facsimile transmission of a copy of this Agreement bearing the
         signature of the party so delivering this Agreement.

                  i. 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.



                                      -16-
<PAGE>   17

         IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.


                                     HOMECOM COMMUNICATIONS, INC.


                                     By: 
                                        -----------------------------------
                                     Name: Harvey W. Sax
                                     Its:  Chairman of the Board and Chief
                                           Executive Officer


                                     "BUYER"
                                     CPR (USA), INC.


                                     By:                              
                                        -----------------------------------
                                     Name:     Steven S. Rogers
                                     Title:    Managing Director


                                     "BUYER"
                                     LIBERTYVIEW FUNDS, L.P.


                                     By:          
                                        -----------------------------------
                                     Name:     Steven S. Rogers
                                     Title:

                                     "BUYER"
                                     LIBERTYVIEW FUND, L.L.C.


                                     By:
                                        -----------------------------------
                                     Name:     Steven S. Rogers
                                     Title:


                                      -17-
<PAGE>   18


                               SCHEDULE OF BUYERS





<TABLE>
<CAPTION>
                                                                                            NUMBER OF SERIES B
BUYER'S NAME                         ADDRESS/FACSIMILE NUMBER OF BUYER                       PREFERRED SHARES
--------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                                    <C> 
                                     c/o LibertyView Capital Management                              62.5
CPR (USA), Inc.                      101 Hudson Street, Suite 3700
                                     Jersey City, NJ 07302

LibertyView Funds, L.P.              c/o LibertyView Capital Management                                50
                                     101 Hudson Street, Suite 3700
                                     Jersey City, NJ 07302

                                     c/o LibertyView Capital Management                              12.5
LibertyView Fund, L.L.C.             101 Hudson Street, Suite 3700
                                     Jersey City, NJ 07302

</TABLE>