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                                                                   EXHIBIT 10.50

                          SECURITIES PURCHASE AGREEMENT


         SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of March 25,
1999, by and among HomeCom Communications, Inc., a Delaware corporation, with
headquarters located at Fourteen Piedmont Center, Suite 100, 3535 Piedmont Road,
Atlanta, Georgia 30305 (the "COMPANY"), and the investor listed on the Schedule
of Buyers attached hereto (individually, a "BUYER" or collectively "BUYERS").

         WHEREAS:

         A.       The Company and the Buyers are executing and delivering this
Agreement in reliance upon the exemption from securities registration pursuant
to Section 4(2) and/or Regulation D ("REGULATION D") at the sole election of
Buyer in the event that a registration statement filed by the Company pursuant
to Section 2(a) of the Registration Rights Agreement (described below) is not
declared effective by the Registration Deadline (as defined therein) as
promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "1933 ACT") by the Registration Deadline
(as defined in the Registration Rights Agreement);

         B.       The Company has authorized the following new series of its 
Preferred Stock, $.0001 par value per share (the "PREFERRED STOCK"): the
Company's Series B Convertible Preferred Stock (the "SERIES B PREFERRED
SHARES"), which shall 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 the Company Certificate of
Designations, Preferences, and Rights of the Series B Preferred Shares,
substantially in the form attached hereto as Exhibit "A" (the "CERTIFICATE OF
DESIGNATIONS");

         C.       The Buyer wishes to purchase, upon the terms and conditions 
stated in this Agreement, an aggregate amount of up to 125 shares of Series B
Preferred Stock in the respective amounts set forth opposite each Buyer's name
on the Schedule of Buyers;

         D.       Contemporaneously with the execution and delivery of this 
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement substantially in the form attached hereto as Exhibit "B" (the
"REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company has agreed to
provide certain registration rights under the 1933 Act and the rules and
regulations promulgated thereunder, and applicable state securities laws; and

         E.       The holders of Series B Preferred Shares and shall receive 
stock purchase warrants to acquire shares of Common Stock substantially in the
form attached as Exhibit "C."



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

         1.     PURCHASE AND SALE OF SERIES B PREFERRED STOCK.

                  a.       Purchase of Series B Preferred Stock. Subject to the
         satisfaction (or waiver) of the conditions set forth in Sections 6 and
         7 below, the Company shall issue and sell to the Buyers and the Buyers
         shall purchase from the Company an aggregate principal amount of
         ______________ shares of Series B Preferred Stock and Warrants, in the
         respective amounts set forth opposite each Buyer's name on the Schedule
         of Buyers (the "CLOSING").

                b.         Closing Date. The date and time of the Closing (the 
         "CLOSING DATE") shall be 10:00 a.m. Eastern Standard Time, within five
         (5) business days following the date hereof, subject to notification of
         satisfaction (or waiver) of the conditions to the Closing set forth in
         Sections 6 and 7 below (or such later date as is mutually agreed to by
         the Company and the Buyer). The Closing shall occur on the Closing Date
         at the offices of Sims Moss Kline & Davis LLP, 400 Northpark Town
         Center, Suite 310, 1000 Abernathy Road, N.E., Atlanta, Georgia 30328.

                c.         Form of Payment. On the Closing Date, (i) each Buyer 
         shall pay the Purchase Price to the Company for the Series B Preferred
         Shares to be issued and sold to such Buyer at the Closing, by wire
         transfer of immediately available funds in accordance with the
         Company's written wire instructions, and (ii) the Company shall deliver
         to each Buyer, certificates representing such Series B Preferred Stock
         and Warrants which such Buyer is then purchasing (as indicated opposite
         such Buyer's name on the Schedule of Buyers), duly executed on behalf
         of the Company and registered in the name of such Buyer or its designee
         (the "CERTIFICATES").

         2.     BUYER'S REPRESENTATIONS AND WARRANTEES.

         Each Buyer represents and warrants with respect to only itself that:

                a.         Investment Purpose. Such Buyer (i) is acquiring the 
         Series B Preferred Shares, (ii) upon conversion of the Series B
         Preferred Shares, will acquire the Conversion Shares then issuable, and
         any Warrants, (iii) will acquire any Warrants issuable, and (iv) upon
         exercise of the Warrants, will acquire the shares of Common Stock
         issuable upon exercise thereof (the "WARRANT SHARES") 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, except
         pursuant to sales registered or exempted under the 1933 Act; provided,
         however, that by making the representations herein, such Buyer does not
         agree to hold any Series B Preferred Shares or Conversion Shares for
         any minimum or other specific term and reserves the right to dispose of
         Series B Preferred Shares, Conversion Shares, Warrants, or Warrant
         Shares at any time in accordance with or pursuant to a registration
         statement or an exemption under the 1933 Act.



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                b.         Accredited Investor Status. Such Buyer is an 
         "accredited investor" as that term is defined in Rule 501(a)(3) of
         Regulation D.

                c.         Reliance on Exemptions. Such Buyer understands that 
         the Series B Preferred Shares, the Conversion Shares, the Warrants, and
         the Warrant Shares 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 such Buyer's compliance with,
         the representations, warranties, agreements, acknowledgments and
         understandings of such Buyer set forth herein in order to determine the
         availability of such exemptions and the eligibility of such Buyer to
         acquire such securities.

                d.         Information. Such Buyer and its advisors, if any, 
         have 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 Series B Preferred Shares, the Conversion Shares,
         the Warrants, and the Warrant Shares, which have been requested by such
         Buyer. Such Buyer and its advisors, if any, have been afforded the
         opportunity to ask questions of the Company. Neither such inquiries nor
         any other due diligence investigations conducted by such Buyer or its
         advisors, if any, or its representatives shall modify, amend or affect
         such Buyer's right to rely on the Company's representations and
         warranties contained in Section 3 below. Such Buyer understands that
         its investment in the Series B Preferred Shares, the Conversion Shares,
         the Warrants, and the Warrant Shares involves a high degree of risk.
         Such 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 Series B Preferred Shares, the
         Conversion Shares, the Warrants, and the Warrant Shares.

                e.         No Governmental Review. Such 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 Series B Preferred Shares, the Conversion Shares,
         the Warrants, and the Warrant Shares or the fairness or suitability of
         the investment in the Series B Preferred Shares and the Conversion
         Shares, nor have such authorities passed upon or endorsed the merits of
         the offering of the Series B Preferred Shares and the Conversion
         Shares.

                f.         Transfer or Resale. Such Buyer understands that 
         except as provided in the Registration Rights Agreement: (i) the Series
         B Preferred Shares and the Conversion Shares 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, (b) such Buyer shall have delivered
         to the Company an opinion of counsel, in a generally acceptable form,
         to the effect that such securities to be sold, assigned or transferred
         may be sold, assigned or transferred pursuant to an exemption from such
         registration, or (c) such Buyer provides the Company with reasonable
         assurance that such securities can be sold, assigned or transferred
         pursuant to Rule 144 or promulgated under the 1933 Act (or a successor
         rule thereto); (ii) any sale of such securities made in reliance on



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         Rule 144 promulgated under the 1933 Act (or a successor rule thereto)
         ("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 such
         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 under the 1933 Act or
         any state securities laws or to comply with the terms and conditions of
         any exemption thereunder.

                g.         Legends. Such Buyer understands that the certificates
         or other instruments representing the Series B Preferred Shares, the
         Warrants and, until such time as the sale of the Conversion Shares and
         Warrants have been registered under the 1933 Act as contemplated by the
         Registration Rights Agreement, the stock certificates representing the
         Conversion Shares, and the Warrant Shares shall bear a restrictive
         legend in substantially the following form (and a stoptransfer order
         may be placed against transfer of such stock certificates):

                THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
                APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN
                ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
                TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
                REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
                ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR
                AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT
                REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
                SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
                ACT.

                The legend set forth above shall be removed and the Company
         shall issue a certificate without such legend to the holder of the
         Series B Preferred Shares, the Conversion Shares, the Warrants, or the
         Warrant Shares upon which it is stamped, if, unless otherwise required
         by state securities laws, (i) the sale of the Conversion Shares or the
         Warrant Shares is registered under the 1933 Act, (ii) in connection
         with a sale transaction, such holder provides the Company with an
         opinion of counsel, in an acceptable form, to the effect that a public
         sale, assignment or transfer of the Series B Preferred Shares, the
         Conversion Shares, the Warrants, or the Warrant Shares may be made
         without registration under the 1933 Act, or (iii) such holder provides
         the Company with reasonable assurances that the Series B Preferred
         Shares, the Conversion Shares, the Warrants, or the Warrant Shares can
         be sold pursuant to Rule 144 without any restriction as to the number
         of securities acquired as of a particular date that can then be
         immediately sold.



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                h.         Authorization, Enforcement. This Agreement has been 
         duly and validly authorized, executed and delivered on behalf of such
         Buyer and is a valid and binding agreement of such Buyer enforceable in
         accordance with its terms, subject as 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.

                i.                  Residency. Such Buyer is a resident of that 
         country specified in its address on the Schedule of Buyers.

                j.                  No Scheme to Evade Registration. Buyer 
         represents and warrants to the Company that the acquisition of the
         Series B Preferred Stock and the Conversion Shares is not a transaction
         (or any element of a series of transactions) that is part of a plan or
         scheme by the Buyer to evade the registration provisions of the 1933
         Act.

         3.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each of the Buyers that:

                a.         Organization and Qualification. The Company and its
         subsidiaries 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 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 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 would not have a material
         adverse effect on the Company and its subsidiaries taken as a whole.

                b.         Authorization, Enforcement, Compliance with Other
         Instruments. (i) The Company has the requisite corporate power and
         authority to enter into and perform this Agreement, the Registration
         Rights Agreement and any related agreements, and to issue the Series B
         Preferred Shares, the Conversion Shares, the Warrants, and the Warrant
         Shares in accordance with the terms hereof and thereof, (ii) the
         execution and delivery of this Agreement, the Registration Rights
         Agreement and any related agreements by the Company and the
         consummation by it of the transactions contemplated hereby and thereby,
         including without limitation the issuance of the Series B Preferred
         Shares and the Warrants and the reservation for issuance and the
         issuance of the Conversion Shares and the Warrant Shares issuable upon
         conversion or exercise thereof, 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 stockholders,
         (iii) this Agreement and the Registration Rights Agreement and any
         related agreements have been duly executed and delivered by the
         Company, (iv) this Agreement, the Registration Rights Agreement and any
         related agreements constitute the valid and binding obligations of the
         Company enforceable against 



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         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, and (v) prior to the
         Closing Date, the Certificate of Designations has been filed with the
         Secretary of State of the State of Delaware and will be in full force
         and effect, enforceable against the Company in accordance with its
         terms.

                c.         Capitalization. As of the date hereof, the authorized
         capital stock of the Company consists of 15,000,000 shares of Common
         Stock, of which as of the date hereof 6,399,571 were issued and
         outstanding, and 1,000,000 shares of Preferred Stock of which no series
         of Preferred Stock or debentures or notes were issued and outstanding.
         All of such outstanding shares have been validly issued and are fully
         paid and nonassessable. Except as disclosed in Schedule 3(c), no shares
         of Common Stock or preferred stock are subject to preemptive rights or
         any other similar rights or any liens or encumbrances suffered or
         permitted by the Company. Except as disclosed in Schedule 3(c), as of
         the effective date of this Agreement, (i) 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, (ii) there are no
         outstanding debt securities and (iii) 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). There are no
         securities or instruments containing anti-dilution or similar
         provisions that will be triggered by the issuance of the Series B
         Preferred Shares, the Conversion Shares, the Warrants, or the Warrant
         Shares as described in this Agreement. The Company has furnished to the
         Buyer true and correct copies of the Company's Certificate of
         Incorporation, as amended and as in effect on the date hereof (the
         "CERTIFICATE OF INCORPORATION"), and the Company's By-laws, as in
         effect on the date hereof (the "BY-LAWS"), and the terms of all
         securities convertible into or exercisable for Common Stock and the
         material rights of the holders thereof in respect thereto.

                d.         Issuance of Securities. The Series B Preferred Shares
         are duly authorized and, upon issuance in accordance with the terms
         hereof, shall be (i) validly issued, fully paid and nonassessable, are
         free from all taxes, liens and charges with respect to the issue
         thereof and are entitled to the rights and preferences set forth in the
         Series B Preferred Shares. The Conversion Shares issuable upon
         conversion of the Series B Preferred Shares have been duly authorized
         and reserved for issuance. Upon conversion or exercise in accordance
         with the Series B Preferred Shares or the Warrants, the Conversion
         Shares and the Warrant Shares will be validly issued, fully paid and
         nonassessable and free from all taxes, liens and charges



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         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 this Agreement by the
         Company and the consummation by the Company of the transactions
         contemplated hereby will not (i) result in a material violation of the
         Certificate of Incorporation, any Certificate of Designations,
         Preferences, and Rights of any outstanding series of preferred stock of
         the Company or 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 material 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 or exchange on
         which the Common Stock is traded or listed) 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. 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 Certificate of
         Incorporation or Bylaws or their organizational charter or by-laws,
         respectively, or 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. 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 as
         specifically contemplated by this Agreement and as required under the
         1933 Act and any applicable state securities laws, 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 in order
         for it to execute, deliver or perform any of its obligations under or
         contemplated by this Agreement or the Registration Rights Agreement 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.

                f.         SEC Documents: Financial Statements. Since January 1,
         1999, the Company has 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"). The Company has
         delivered to the Buyer or its representative true and complete copies
         of the SEC Documents. As of their respective dates, the financial
         statements of the Company attached as Schedule 3(f) hereto (the
         "FINANCIAL STATEMENTS") 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, 



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         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 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 January 1, 1999, there has been no material
         adverse change and no material adverse development in the business,
         properties, operations, financial condition, results of operations or
         prospects 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 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, wherein an unfavorable decision, ruling or
         finding would (i) have a material adverse effect on the transactions
         contemplated hereby (ii) adversely affect the validity or
         enforceability of, or the authority or ability of the Company to
         perform its obligations under, this Agreement or any of the documents
         contemplated herein or (iii), except as expressly set forth in Schedule
         3(h), have a material adverse effect on the business, operations,
         properties, financial condition or results of operation of the Company
         and its subsidiaries taken as a whole.

                i.                  Acknowledgment Regarding Buyer's Purchase of
         Series B Preferred Shares. The Company acknowledges and agrees that the
         Buyer is acting solely in the capacity of an arm's length purchaser
         with respect to this Agreement and the transactions contemplated
         hereby.

                j.                  No Undisclosed Events, Liabilities, 
         Developments or Circumstances. No event, liability, development or
         circumstance has occurred or exists, or is contemplated to occur, with
         respect to the Company or its subsidiaries or their respective
         business, properties, prospects, operations or financial condition,
         which could be material but which has not been publicly announced or
         disclosed in writing to the Buyer.

                k.         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 Series B Preferred Shares, the Conversion
         Shares, the Warrants, or the Warrant Shares. The Company represents
         that it has not offered the Series B Preferred 



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<PAGE>   9

         Stock or Conversion Shares to the Buyer in the U.S. or, to the best
         knowledge of the Company, to any person in the United States or any
         U.S. person.

                1.         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 the Series B Preferred Shares, the
         Conversion Shares, the Warrants, and the Warrant Shares under the 1933
         Act or cause this offering of Series B Preferred Shares, the Conversion
         Shares, the Warrants, or the Warrant Shares to be integrated with prior
         offerings by the Company for purposes of the 1933 Act or any applicable
         stockholder approval provisions.

                m.         Employee Relations. Neither the Company nor any of 
         its subsidiaries is involved in any labor dispute nor, to the knowledge
         of the Company or any of its subsidiaries, is any such dispute
         threatened. None of the Company's or its subsidiaries' employees is a
         member of a union and the Company and its subsidiaries believe that
         their relations with their employees are good.

                n.         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(n) 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 its
         subsidiaries. Any real property and facilities held under lease by the
         Company and 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.

                o.         Regulatory Permits. The Company and its subsidiaries
         possess all 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.

                p.         Tax Status. Except as set forth on Schedule 3(p), the
         Company and each of its subsidiaries has made or filed all federal and
         state income and all other 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



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         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.

                q.         Fees and Rights of First Refusal. The Company is not
         obligated to offer the securities offered hereunder on a right of first
         refusal basis or otherwise to any third parties including, but not
         limited to, current or former shareholders of the Company,
         underwriters, brokers, agents or other third parties.

                r.                  Shareholder Approval. The Company covenants 
         to submit to its, shareholders at its next shareholder meeting a
         proposal for ratification of the issuance of the Series B Preferred
         Stock and the Conversion Shares, if and as required by the rules of the
         National Association of Securities Dealers, Inc. (the "NASD")
         applicable to the transaction or in the event of a Triggering Event as
         defined in the Certificate of Designations, the Company covenants to
         use its best efforts to seek to obtain Stockholder Approval (as defined
         in the Certificate of Designations) for approval to issue additional
         shares of Common Stock in excess of the Maximum Share Amounts (as
         defined in the Certificate of Designations).

                s.         Defaults. No default by the Company or, to the best 
         knowledge of the Company, any other party exists in the due performance
         under any material agreements to which the Company is a party or to
         which any of its assets is subject (collectively, the "Company
         Agreements"). The Company Agreements are in full force and effect in
         accordance with their respective terms.

                (t)        No Violation. The Company is not in violation of: (i)
         its charter or by-laws; (ii) any material indenture, mortgage, deed or
         trust, note, or other agreement or instrument to which the Company is a
         party of by which it is or may be bound or to which any of its assets
         may be subject; (iii) any material statute, rule, or regulation; or
         (iv) any judgment, decree, or order applicable to the Company, in which
         violation or violations, individually or in the aggregate, might result
         in any material adverse change in the condition (financial or
         otherwise) or prospects of the Company.

                (u)        Intellectual Property. To the best knowledge of the 
         Company, the Company owns all right, title, and interest in, or
         possesses adequate and enforceable rights to use, all patents, patent
         applications, trademarks, trade names, service marks, copyrights,
         rights, licenses, franchises, trade secrets, confidential information,
         processes, and formulations necessary for the conduct of its business
         (collectively, the "INTANGIBLES"). To the best knowledge of the
         Company, it has not infringed upon the rights of others with respect to
         the Intangibles and the Company has not received notice that it has or
         may have infringed or is infringing upon the rights of others with
         respect to the Intangibles, or any notice of conflict with the asserted
         rights of others with respect to the Intangibles which could,
         individually, or in the aggregate, materially and adversely affect the
         condition (financial or otherwise) or prospects of the Company. To the
         best knowledge of the Company, no others have infringed upon the
         Intangibles.



                                      -10-
<PAGE>   11

                (v)        Finders, Etc. The Company is not obligated to pay, 
         and has not obligated the Buyer to pay, a finder's or origination fee
         in connection with the Offering and agrees to indemnify the Buyer from
         any such claim made by any other person.


         4.     COVENANTS.

                a.         Best Efforts. Each party shall use its best efforts 
         timely to satisfy each of the conditions to be satisfied by it as
         provided in this Agreement.

                b.         Form D. The Company agrees to file a Form D with 
         respect to the Series B Preferred Shares and the Conversion Shares as
         required under Regulation D and to provide a copy thereof to each Buyer
         promptly after such filing. The Company shall, on or before the Closing
         Date, take such action as the Company shall reasonably determine is
         necessary to qualify the Series B Preferred Shares and the Conversion
         Shares for, or obtain exemption for the Series B Preferred Shares and
         the Conversion Shares for, sale to the Buyers at the Closing 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 Buyers on or prior to the Closing Date.

                c.         Reporting Status. Until the earlier of (i) the date 
         as of which the Investors (as that term is defined in the Registration
         Rights Agreement) may sell all of the Conversion Shares 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 Conversion Shares and (B) none of the Series B
         Preferred Shares is outstanding (the "REGISTRATION PERIOD"), the
         Company shall file all reports required to be filed with the SEC
         pursuant to the 1934 Act, and the Company shall not terminate its
         status as an issuer required to file reports under the 1934 Act even if
         the 1934 Act or the rules and regulations thereunder would otherwise
         permit such termination.

                d.         Use of Proceeds. The Company will use the proceeds 
         from the sale of the Series B Preferred Shares for substantially the
         same purposes and in substantially the same amounts as indicated in
         Schedule 4(d).

                e.         Financial Information. The Company agrees to send the
         following to each Buyer during the Registration Period: (i) within five
         (5) days after the filing thereof with the SEC, a copy of its Annual
         Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current
         Reports on Form 8-K and any registration statements or amendments filed
         pursuant to the 1933 Act; (ii) within one (1) day after release
         thereof, copies of all press releases issued by the Company or any of
         its subsidiaries and (ii) copies of the same notices and other
         information given to the stockholders of the Company generally,
         contemporaneously with the giving thereof to the stockholders.



                                      -11-
<PAGE>   12

                f.                  Reservation of Shares. The Company shall 
         take all action necessary to at all times have authorized, and reserved
         for the purpose of issuance, no less than 100% of the number of shares
         of Common Stock needed to provide for the issuance of the Conversion
         Shares and Warrant Shares; provided that all shares of the Common Stock
         authorized and not otherwise reserved for other purposes as of the date
         hereof shall be reserved for the purpose of issuance of the Conversion
         Shares.

                g.         Listings. The Company shall promptly secure the 
         listing of all Registrable Securities (as defined in the Registration
         Rights Agreement) upon each national securities exchange or 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 Conversion Shares from time to time issuable under the
         terms of this Agreement and the Registration Rights Agreement. The
         Company shall maintain the Common Stock's authorization for quotation
         in the over-the counter market. The Company shall promptly provide to
         each Buyer copies of any notices it receives regarding the continued
         eligibility of the Common Stock for trading on the Nasdaq SmallCap
         Market(TM).

                h.         Expenses. Except as provided in Section 9.o. herein. 
         Each of the Company and the Buyer shall pay all costs and expenses
         (including legal fees and disbursements) incurred by such party in
         connection with the negotiation, investigation, preparation, execution
         and delivery of this Agreement, the Registration Rights Agreement, and
         all related documents.

                i.                  Additional Financing; Right of First 
         Refusal. The Company shall not consummate any equity financing
         (including any debt financing with an equity component) or issue any
         equity securities of the Company or securities convertible or
         exchangeable into or for equity securities of the Company or securities
         convertible or exchangeable into or for equity securities of the
         Company (including any debt securities with an equity component) in any
         form ("FUTURE OFFERINGS") during the period beginning on the date
         hereof and ending on March 24, 2000, unless it shall have first
         delivered to each Buyer or designees appointed by such Buyer, written
         notice (the "FUTURE OFFERING NOTICE") describing the proposed Future
         Offering in reasonable detail, including the terms and conditions
         thereof, and providing each Buyer an option to participate in such
         financing or purchase such securities, on the same terms and conditions
         thereof, up to its Series B Aggregate Percentage (as defined below) of
         the Series B Financing Amount (as defined below), as of the date of
         delivery of the Future Offering Notice, in the Future Offering (the
         limitations referred to in this sentence are collectively referred to
         as the "CAPITAL RAISING LIMITATION"). In addition to the foregoing
         limitation on Future Offerings, during the period beginning on the date
         hereof and ending ninety (90) days from the Issuance Date (as defined
         in the Certificate of Designations), the Company shall not consummate
         any Future Offerings without the written consent of a majority of the
         then existing holders of Series B Convertible Preferred Stock, which
         consent shall not be unreasonably withheld. Such holders agreed to
         respond to the Company's request within five (5) days of receipt of
         notice requesting consent by the



                                      -12-
<PAGE>   13

         Company. For purposes of this Section 4(i), "SERIES B AGGREGATE
         PERCENTAGE" at any time with respect to any Buyer shall mean the
         percentage obtained by dividing (i) the aggregate number of Conversion
         Shares issued or issuable, as if a conversion occurred on such date,
         upon conversion of the Series B Preferred Shares then owned by such
         Buyer by (ii) the aggregate number of Conversion Shares issued or
         issuable, as if a conversion occurred on such date, upon conversion of
         all of the Series B Preferred Shares initially held by all of the
         Buyers. For purposes of this Section 4(i), "SERIES B FINANCING AMOUNT"
         shall mean shall mean $2,500,000. A Buyer can exercise its option to
         participate in a Future Offering by delivering written notice thereof
         to participate to the Company within ten (10) days of receipt of a
         Future Offering Notice, which notice shall state the quantity of
         securities being offered in the Future Offering that such Buyer will
         purchase, up to its Series B Aggregate Percentage of the Series B
         Financing Amount, and that number of securities it is willing to
         purchase in excess thereof. In the event the Company has not sold such
         securities of the Future Offering within the sixty (60) day period
         after the receipt of the Future Offering Notice, the Company shall not
         thereafter issue or sell such securities without first offering such
         securities to the Buyers in the manner provided in this Section 4(i).
         The Capital Raising Limitations provided herein shall not apply to (i)
         a loan from a commercial bank, (ii) any transaction involving the
         Company's issuances of securities in connection with (A) a merger,
         consolidation or sale of assets, (B) any strategic partnership, joint
         venture, or relationship (the primary purpose of which is not to raise
         equity capital), or (C) the disposition or acquisition of a business,
         product, or license by the Company, (iii) the issuance of securities
         pursuant to (A) a firm commitment, underwritten public offering, (B)
         upon exercise or conversion of the Company's options, warrants, or
         other convertible securities outstanding as of the date hereof or
         issued after the date hereof not in violation of this Agreement, (C)
         the grant of additional options or warrants or the issuance of
         additional securities, under any Company stock option or restricted
         stock plan for the benefit of the Company's employees, directors, or
         consultants which such plan exists as of the date hereof and is set
         forth in any disclosure schedule attached hereto, or (iv) any issuance
         of securities or financing whereby the net consideration received or to
         be received by the Company and any of its subsidiaries is less than
         $500,000 in (i) any single transaction, (ii) any series of related
         transactions, or (iii) series of unrelated transactions to the same
         person or entity or to a group of persons and/or entities acting in
         concert.

                (j)        No Short Sales of the Common Stock. So long as (i) a 
         Buyer or any of its affiliates beneficially owns any of Series B
         Preferred Shares, (ii) the Company has not issued any publicly traded
         convertible securities and (iii) the Issuer is not in material default
         under the terms of the Series B Preferred Shares, each Buyer and its
         affiliates shall not directly or indirectly engage in any short sales
         or third party short sales of the Company's Common Stock or hold a "put
         equivalent position" with respect to the Common Stock (as defined in
         Rule 16a-1 under the 1934 Act). Notwithstanding anything contained to
         the contrary in this Section 4(j), in the event that following date
         hereof the Company enters into a private placement transaction (other
         than in connection with employee benefit plans, employee or consultant
         compensation, or in connection with mergers and acquisitions) which
         permits the investors rights to engage in short sales of Common Stock,
         the restrictions contained in this



                                      -13-
<PAGE>   14

         Section 4(j) shall be automatically modified to permit the Buyer to
         engage in short sales of Common Stock substantially to the extent
         permitted by the Company with respect to such private placement
         investors and to the extent permitted by applicable law.

         5.     TRANSFER AGENT INSTRUCTIONS.

         The Company shall issue irrevocable instructions to its transfer agent
to issue certificates, registered in the name of the Buyer or its respective
nominee(s), for the Conversion Shares and Warrant Shares in such amounts as
specified from time to time by the Buyer to the Company upon conversion of the
Series B Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER
AGENT INSTRUCTIONS"), or exercise of the Warrants. Prior to registration of the
Conversion Shares and Warrant Shares under the 1933 Act, all such certificates
shall bear the restrictive legend specified in Section 2(g) of this Agreement.
The Company warrants that no instruction other than the Irrevocable Transfer
Agent Instructions referred to in this Section 5, and stop transfer instructions
to give effect to Section 2(f) hereof (in the case of the Conversion Shares and
Warrant Shares, prior to registration of such shares under the 1933 Act) will be
given by the Company to its transfer agent and that the Series B Preferred
Shares, the Conversion Shares, the Warrants, and the Warrant 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.
Nothing in this Section 5 shall affect in any way the Buyer's obligations and
agreement to comply with all applicable securities laws upon resale of the
Series B Preferred Shares, the Conversion Shares, the Warrants, and the Warrant
Shares. If the Buyer provides the Company with an opinion of counsel,
satisfactory in form, and substance to the Company, that registration of a
resale by the Buyer of any of the Series B Preferred Shares, the Conversion
Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act,
the Company shall permit the transfer, and, in the case of the Conversion Shares
or the Warrant Shares, promptly instruct its transfer agent to issue one or more
certificates in such name and in such denominations as specified by the Buyer.

         6.     CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

         The obligation of the Company hereunder to issue and sell the Series B
Preferred Shares to the Buyer at the Closing is subject to the satisfaction, at
or before the Closing 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:

                a.         The Buyer shall have executed this Agreement and the
         Registration Rights Agreement and delivered the same to the Company.

                b.         The Certificate of Designations shall have been filed
         with the Secretary of State of the State of Delaware.

                c.         The Buyer shall have delivered to the Company the 
         Purchase Price for the Series B Preferred Shares being purchased by the
         Buyer at the Closing by wire transfer of immediately available funds
         pursuant to the wire instructions provided by the Company.



                                      -14-
<PAGE>   15

                d.         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 the Closing 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 Closing Date.

         7.     CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

         The obligation of the Buyer hereunder to purchase the Series B
Preferred Shares at the Closing is subject to the satisfaction, at or before the
Closing 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:

                a.         The Company shall have executed this Agreement and 
         the Registration Rights Agreement, and delivered the same to the Buyer.

                b.         The Common Stock shall be authorized for quotation on
         the Nasdaq SmallCap Market(TM) and trading in the Common Stock shall
         not have been suspended for any reason and all of the Conversion Shares
         issuable upon conversion of the Series B Preferred Shares shall be
         approved for listing.

                c.         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 Closing
         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 in all material respects with the
         covenants, agreements and conditions required by this Agreement to be
         performed, satisfied or complied with by the Company at or prior to the
         Closing Date. The Buyer shall have received a certificate, executed by
         the Chief Executive Officer of the Company, dated as of the Closing
         Date, to the foregoing effect and as to such other matters as may be
         reasonably requested by the Buyer including, without limitation an
         update as of the Closing Date regarding the representation contained in
         Section 3(c) above.

                d.         The Buyer shall have received the opinion of the 
         Company's counsel dated as of the Closing Date, in form, scope and
         substance reasonably satisfactory to the Buyer and in substantially the
         form of Exhibit "D" attached hereto.

                e.         The Company shall have executed and delivered to the 
         Buyer the Certificates (in such denominations as the Buyer shall
         request) for the Series B Preferred Shares and Warrants being purchased
         by the Buyer at the Closing.



                                      -15-
<PAGE>   16

                f.         The Board of Directors of the Company shall have 
         adopted the resolutions in substantially the form of Exhibit "E"
         attached hereto.

                g.         As of the Closing Date, the Company shall as of the 
         Closing Date have reserved out of its authorized and unissued Common
         Stock, solely for the purpose of effecting the conversion of the Series
         B Preferred Shares, such number of shares of Common Stock equal to or
         greater than 100% of the number of shares of Common Stock for which are
         issuable upon conversion of all of the Series B Preferred Shares which
         and the Warrant Shares could be issued at any time under this
         Agreement.

                h.         The Irrevocable Transfer Agent Instructions, in form 
         and substance satisfactory to the Buyer, shall have been delivered to
         and acknowledged in writing by the Company's transfer agent.

                i.         Harvey W. Sax, James Ellsworth, Daniel Delity, David 
         Frank, Cameron Harris & Company, Tim Higham, Kris Puri, Nat Stricklen,
         Gia Bokuchava, and Mark & Margery Germaine, which together constitute
         approximately 40% of the issued and outstanding shares of Common Stock
         as of the date hereof, shall have executed those proxies with regard to
         voting their shares in favor of any Stockholder Approval for Common
         Stock in excess of the Maximum Share Amount in substantially the Form
         attached as Exhibit "F."

         8.     INDEMNIFICATION.

         In consideration of the Buyer's execution and delivery of this
Agreement and acquiring the Series B Preferred Shares, the Conversion Shares,
and the Warrants, and the Warrant Shares hereunder and in addition to all of the
Company's other obligations under this Agreement, the Company shall defend,
protect, indemnify, reimburse, and hold harmless the Buyer and each other holder
of the Series B Preferred Shares, the Conversion Shares, and the Warrants, and
the Warrant Shares and all of their officers, directors, employees and agents
(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
the Indemnitees or any of them 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 this Agreement, the Series B Preferred Shares, the Warrants, or
the Registration Rights Agreement 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 this Agreement, the
Certificate of Designations, the Warrants, or the Registration Rights Agreement
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 this Agreement or any other instrument, document
or agreement executed pursuant hereto by any of the Indemnities, any transaction
financed or to be financed in 



                                      -16-
<PAGE>   17

whole or in part, directly or indirectly, with the proceeds of the issuance of
the Series B Preferred Shares or the status of the Buyer or holder of the Series
B Preferred Shares, the Warrants, or the Conversion Shares or the Warrant
Shares, as an investor in the Company, except for the Indemnified Liability
which directly or primarily results from the particular Indemnitee's gross
negligence or willful misconduct for which such holder shall indemnify the
Company in the same manner as provided in this Section 8. 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. 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. Any dispute or
         controversy between the parties arising in connection with this
         agreement or the subject matter contemplated by this agreement shall be
         resolved by arbitration before a three-member panel of the American
         Arbitration Association in accordance with the commercial arbitration
         rules of said forum and the Federal Arbitration Act, 9 U.S.C. 1 et
         seq., with the resulting award being final and conclusive. Said
         arbitrators shall be empowered to award all forms of relief and damages
         claimed, including, but not limited to, attorney's fees, expenses of
         litigation and arbitration, exemplary damages, and prejudgment
         interest. Notwithstanding the foregoing, Buyer may at any time and at
         its option, whether or not an arbitration action is then pending,
         initiate a civil action for temporary and permanent injunctive and
         other equitable relief against Company. Company acknowledges that upon
         any breach of Buyer's conversion rights hereunder, Buyer's resulting
         injury may not be adequately compensated by a remedy at law.
         Accordingly, upon such breach, Buyer, at its election and without
         limitation of its other remedies, shall be entitled to pursue a claim
         for specific performance of this Agreement, and Company hereby waives
         the right to assert any defense thereto that Purchaser has an adequate
         remedy at law.

                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. In the
         event any signature page is delivered by facsimile transmission, the
         party using such means of delivery shall cause four (4) additional
         original executed signature pages to be physically delivered to the
         other party within five (5) days of the execution and delivery hereof

                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.



                                      -17-
<PAGE>   18

                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 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 any Buyer makes any representation, warranty, covenant or
         undertaking with respect to such matters. No provision of this
         Agreement may be waived or amended other than by an instrument in
         writing signed by the party to be charged with enforcement.

                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 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 (iv)
         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:

                Fourteen Piedmont Center, Suite 100
                3535 Piedmont Road
                Atlanta, Georgia 30305
                Attn: President

                Telephone:  (404) 237-4646
                Facsimile:  (404) 273-3060

                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

                Telephone:  (770) 481-7201
                Facsimile:  (770) 481-7210



                                      -18-
<PAGE>   19

         If to the Transfer Agent:

                American Stock Transfer
                40 Wall Street
                New York, New York  10005
                Attn: Carlos Pinto

                Telephone:  (718) 921-8206
                Facsimile:  (718) 921-8336

         If to the Buyer, to its address and facsimile number on the Schedule of
         Buyers, with copies to the 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.

                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. The Buyer may assign its rights hereunder
         without the consent of the Company, provided, however, that the Company
         is given written notice by such holder at the time of such transfer,
         stating the name and address of such transferee and any such assignment
         shall not release the Buyer from its obligations hereunder unless such
         obligations are assumed by such assignee and the Company has consented
         to such assignment and assumption.

                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.         Survival. The representations and warranties of the 
         Company and the Buyer contained in Sections 2 and 3 shall survive for a
         period of two years from the date hereof, the agreements and covenants
         set forth in Sections 4, 5 and 9, the indemnification provisions set
         forth in Section 8, shall survive the Closing. The Buyer shall be
         responsible only for its own representations, warranties, agreements
         and covenants hereunder.

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

                k.         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



                                      -19-
<PAGE>   20

         request in order to carry out the intent and accomplish the purposes of
         this Agreement and the consummation of the transactions contemplated
         hereby.

                1.         Termination. In the event that the Closing shall not 
         have occurred with respect to the Buyer on or before five (5) business
         days from the date hereof due to the Company's or the Buyer's failure
         to satisfy the conditions set forth in Sections 6 and 7 above (and the
         nonbreaching party's failure to waive such unsatisfied condition(s)),
         the nonbreaching party shall have the option to terminate this
         Agreement with respect to such breaching party at the close of business
         on such date without liability of any party to any other party.

                m.         Placement Agent. The Company acknowledges that it has
         engaged J.P. Turner & Company, L.L.C. as a placement agent in
         connection with the sale of the Series B Preferred Shares. The Company
         shall be responsible for and shall indemnify Buyer against the payment
         of placement agent fees and warrants relating to or arising out of the
         transactions contemplated hereby and any other brokers', finders', or
         other similar fees, which may be actually due and payable. The Buyers
         acknowledge that they have made their investment in reliance upon their
         own independent due diligence investigation of the Company, and the
         documents executed in connection therewith, and have not relied upon
         any statements or representations by the Placement Agent in connection
         therewith.

                n.         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.

                o.         Costs and Expenses. Each party shall bear the costs 
         and expenses in connection with the negotiation, execution and
         performance of this Agreement provided however that at Closing the
         Company agrees to pay the reasonable and actual fees and expenses of
         the one counsel to the Buyer in an amount not to exceed $15,000.


         10.    CONFIDENTIALITY.

                (a)        As much of the information and other material 
         furnished under or in connection with this Agreement (whether furnished
         before, on or after the date hereof) as constitutes or contains
         confidential business, financial or other information of the Company or
         its subsidiaries, each Buyer covenants for itself, and, as applicable,
         for its directors, officers, affiliates and partners, that it will use
         due care to prevent its officers, directors, partners, employees,
         counsel, accountants and other representatives from disclosing such
         information to persons other than their respective authorized
         employees, counsel, accountants, shareholders, partners, limited
         partners and other authorized representatives. Notwithstanding the
         foregoing, if a Buyer is advised by such counsel that such disclosure
         or delivery is required by law, regulation or judicial or
         administrative order, then they may disclose or deliver such
         information or other after giving written notice to the Company of such
         requirements.



                                      -20-
<PAGE>   21

                  For purposes of this Section 10(a), "due care" means at least
         the same level of care that a Buyer would use to protect the
         confidentiality of its own sensitive or proprietary information, and
         this obligation shall survive termination of this Agreement.

                  (b)      To the extent that any of the information furnished 
         by the Company to the Buyers hereof would constitute material,
         nonpublic information for purposes of the Exchange Act, Buyers agree
         not to engage in any purchase or sale of securities while in possession
         of such information and prior to the time that such information is made
         generally known to the public and Buyers agree to use due care to
         prevent their officers, directors, partners, employees, counsel and
         other representatives, who have been given access to such material,
         nonpublic information, from engaging in any such purchase or sale
         during such period.



                                      -21-
<PAGE>   22

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

                                "COMPANY"
                                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:



<PAGE>   23

                               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>



<PAGE>   24

                                  SCHEDULE 3(C)

                                 CAPITALIZATION

<TABLE>
<CAPTION>
Outstanding Warrants:
--------------------

<S>                                                 <C>            <C>                 <C>
Ladenburg Thalmann & Co., Inc.                         100,000       $    7.20         May 12, 2002
First Granite Securities, Inc.                          75,000       $    4.00         October 27, 2000
First Granite Securities, Inc.                         200,000       $    6.00         October 27, 2000
Dominion Capital Fund, LTD,
         Sovereign Partners, LP,
         and Southridge Capital, Inc.                   62,500       $14.50625         December 31, 2000
Dominion Capital Fund, LTD,
         Sovereign Partners, LP,
         and Southridge Capital, Inc.                   62,500       $  15.825         December 31, 2000
FIMI principals                                        300,000       $  3.7375         March 9, 2004

Employee Stock Options                              approximately  approximately
                                                       750,000       $    4.50
Obligations to Register Securities:
FIMI principals                                        626,087
</TABLE>




<PAGE>   25


                                  SCHEDULE 3(E)

                                    CONFLICTS


None.



<PAGE>   26


                                  SCHEDULE 3(F)

                              FINANCIAL STATEMENTS

         Reference is made to all public filings made by the Company with the
SEC available at http://www.sec.gov/.



<PAGE>   27


                                  SCHEDULE 3(H)

                                   LITIGATION


None.



<PAGE>   28


                                  SCHEDULE 3(N)

                                      LIENS


None.



<PAGE>   29


                                  SCHEDULE 3(P)

                                   TAX STATUS


None.



<PAGE>   30


                                  SCHEDULE 4(D)

                                 USE OF PROCEEDS


Working capital.