EXHIBIT 3.9


                      FORM OF CERTIFICATE OF DESIGNATION OF
                  HOMECOM SERIES G CONVERTIBLE PREFERRED STOCK

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

         HomeCom Communications, Inc. (the "Company"), a corporation organized
and existing under the General Corporation Law of the State of Delaware, does
hereby certify that, pursuant to authority conferred upon the Board of Directors
of the Company by the Certificate of Incorporation of the Company, and pursuant
to Section 151 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Company at a meeting duly held, adopted resolutions
(i) authorizing a series of the Company's authorized preferred stock, $.01 par
value per share, and (ii) providing for the designations, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, of 1,069 shares of Series G Convertible
Preferred Stock of the Company, as follows:

         RESOLVED, that the Company is authorized to issue 1,069 shares of
Series G Convertible Preferred Stock (the "Series G Preferred Shares"), $.01 par
value per share, which shall have the following powers, designations,
preferences and other special rights:

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

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

                  (a) CONVERSION RIGHT. Subject to the provisions of Section
3(a) below, at any time or times upon the earlier to occur of (i) a date on or
after 120 days after the Issuance Date (as defined herein) or (ii) the date that
the U.S. Securities & Exchange Commission declares the Company's Registration
Statement with respect to the Series G Preferred Shares (the "Effective Date"),
any holder of Series G Preferred Shares shall be entitled to convert any Series
G Preferred Shares into fully paid and nonassessable shares (rounded to the
nearest whole share in accordance with Section 2(h) below) of Common Stock, at
the Conversion Rate (as defined below); PROVIDED, HOWEVER, that in no event
other than upon a Mandatory Conversion pursuant to Section 2(f) hereof, shall



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any holder be entitled to convert Series G Preferred Shares in excess of that
number of Series G Preferred Shares which, upon giving effect to such
conversion, would cause the aggregate number of shares of Common Stock
beneficially owned by the holder and its affiliates to exceed 9.9% of the
outstanding shares of the Common Stock following such conversion. For purposes
of the foregoing proviso, the aggregate number of shares of Common Stock
beneficially owned by the holder and its affiliates shall include the number of
shares of Common Stock issuable upon conversion of the Series G Preferred Shares
with respect to which the determination of such proviso is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon
conversion of the remaining, nonconverted Series G Preferred Shares beneficially
owned by the holder and its affiliates. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.

         (b) CONVERSION RATE. The number of shares of Common Stock issuable upon
conversion of each of the Series G Preferred Shares pursuant to Section (2)(a)
shall be determined according to the following formula (the "Conversion Rate");

                                LIQUIDATION VALUE
                     --------------------------------------
                                CONVERSION PRICE

For purposes of this Certificate of Designations, the following terms shall have
the following meanings:

                  (i)      "CONVERSION PRICE" means, as of any Conversion Date
                           (as defined below), the, the amount obtained by
                           multiplying the Conversion Percentage by the Average
                           Market Price for the Common Stock for the five (5)
                           Trading Days immediately preceding such date;

                  (ii)     "CONVERSION PERCENTAGE" means 82.5%;

                  (iii)    "AVERAGE MARKET PRICE" means, with respect to any
                           security for any period, that price which shall be
                           computed as the arithmetic average of the Closing Bid
                           Prices (as defined below) for such security for each
                           trading day in such period;

                  (iv)     "CLOSING BID PRICE" means, for any security as of any
                           date, the last closing bid price on the Nasdaq
                           SmallCap Market(TM) (the "Nasdaq-SM") as reported by
                           Bloomberg Financial Markets ("Bloomberg"), or, if the
                           Nasdaq-SM is not the principal trading market for
                           such security, the last closing bid price of such
                           security on the principal securities exchange or
                           trading market where such security is listed or
                           traded as reported by Bloomberg (the "Trading
                           Market"), or if the foregoing do not apply, the last
                           closing bid price of such security in the
                           over-the-counter market on the pink sheets or
                           bulletin board for such security as reported by



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                           Bloomberg, or, if no closing bid price is reported
                           for such security by Bloomberg, the last closing
                           trade price of such security as reported by
                           Bloomberg. If the Closing Bid Price cannot be
                           calculated for such security on such date on any of
                           the foregoing bases, the Closing Bid Price of such
                           security on such date shall be the fair market value
                           as reasonably determined in good faith by the Board
                           of Directors of the Company (all as appropriately
                           adjusted for any stock dividend, stock split or other
                           similar transaction during such period);

                  (v)      "TRADING DAY" means any day on which the Company's
                           Common Stock is traded on the Principal Trading
                           Market.

                  (c) ADJUSTMENT TO CONVERSION PRICE - DILUTION AND OTHER
EVENTS. In order to retain the rights granted under this Certificate of
Designations, the Conversion Price will be subject to adjustment from time to
time as provided in this Section 2(c).

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

         (ii) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER, OR SALE.
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company's assets to another Person (as
defined below) or other similar transaction which is effected in such a way that
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as in "Organic Change." Prior to
the consummation of any Organic Change, the Company will make appropriate
provision to insure that each of the holders of the Series G Preferred Shares
will thereafter have the right to acquire and receive in lieu of or in addition
to (as the case may be) the shares of Common Stock immediately theretofore
acquirable and receivable upon the conversion of such holder's Series G
Preferred Shares, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for the number of shares of Common Stock
immediately theretofore acquirable and receivable upon the conversion of such
holder's Series G Preferred Shares had such Organic Change not taken place. In
any such case, the Company will make appropriate provision (in form and
substance satisfactory to the holders of a majority of the Series G Preferred
Shares then outstanding) with respect to such holders' rights and interests to
insure that the provisions of this Section 2(b) will thereafter be applicable to
the Series G Preferred Shares. The Company will not effect any such
consolidation, merger or sale, unless prior to the consummation thereof the
successor entity (if other than the Company) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and substance satisfactory to the holders of a majority of the Series G



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Preferred Shares then outstanding), the obligation to deliver to each holder of
Series G Preferred Shares such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled to
acquire. For purposes of this Agreement, "PERSON" shall mean an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or
agency thereof.

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

                  (iv)     NOTICES.

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

                           (B)      The Company will give written notice to each
                                    holder of Series G Preferred Shares at least
                                    twenty (20) days prior to the date on which
                                    the Company closes its books or takes a
                                    record (I) with respect to any dividend or
                                    distribution upon the Common Stock, (II)
                                    with respect to any pro rata subscription
                                    offer to holders of Common Stock or (III)
                                    for determining rights to vote with respect
                                    to any Organic Change, dissolution or
                                    liquidation.

                           (C)      The Company will also give written notice to
                                    each holder of Series G Preferred Shares at
                                    least twenty (20) days prior to the date on
                                    which any Organic Change (as defined below),
                                    dissolution or liquidation will take place.



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

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

                  2.       COMPANY'S RESPONSE. Upon receipt by the Company of a
                           facsimile copy of a Conversion Notice, the Company
                           shall immediately send, via facsimile, a confirmation
                           of receipt of such Conversion Notice to such holder.
                           Upon receipt by the Company or the Transfer Agent of
                           the Preferred Stock Certificates to be converted
                           pursuant to a Conversion Notice, together with the
                           originally executed Conversion Notice, the Company or
                           the Transfer Agent (as applicable) shall, within five
                           (5) business days following the date of receipt, (A)
                           issue and surrender to a common carrier for overnight
                           delivery to the address as specified in the
                           Conversion Notice, a certificate, registered in the
                           name of the holder or its designee, for the number of
                           shares of Common Stock to which the holder shall be
                           entitled or (B) credit the aggregate number of shares
                           of Common Stock to which the holder shall be entitled
                           to the holder's or its designee's balance account at
                           The Depository Trust Company.

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

                  (e) NASDAQ LISTING. So long as the Common Stock is listed for
trading on NASDAQ or an exchange or quotation system with a rule substantially
similar to NASDAQ Rule 4460(i) then, notwithstanding anything to the contrary
contained herein if, at any time, the aggregate number of shares of Common Stock
then issued upon conversion of the Series G Preferred Shares (including any
shares of capital stock or rights to acquire shares of capital stock issued by
the Corporation which are aggregated or integrated with the Common Stock issued
or issuable upon conversion of the Series G Preferred Shares for purposes of
such rule) equals 19.99% o the "Outstanding Common Amount" (as hereinafter
defined), the Series G Preferred Shares shall, from that time forward, cease to
be convertible into Common Stock in accordance with the terms hereof, unless the



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Corporation (i) has obtained approval of the issuance of the Common Stock upon
conversion of the Series G Preferred Shares by a majority of the total votes
cast on such proposal, in person or by proxy, by the holders of the then
outstanding Common Stock (not including any shares of Common Stock held by
present or former holders of Series G Preferred Shares that were issued upon
conversion of Series G Preferred Shares (the "Stockholder Approval"), or (ii)
shall have otherwise obtained permission to allow such issuances from NASDAQ in
accordance with NASDAQ Rule 4460(i). If the Corporation's Common Stock is not
then listed on NASDAQ or an exchange or quotation system that has a rule
substantially similar to Rule 4460(i) then the limitations set forth herein
shall be inapplicable and of no force and effect. For purposes of this
paragraph, "Outstanding Common Amount" means (i) the number of shares of the
Common Stock outstanding on the date of issuance of the Series G Preferred
Shares pursuant to the Purchase Agreement plus (ii) any additional shares of
Common Stock issued thereafter in respect of such shares pursuant to a stock
dividend, stock split or similar event. The maximum number of shares of Common
Stock issuable as a result of the 19.99% limitation set forth herein is
hereinafter referred to as the "Maximum Share Amount." With respect to each
holder of Series G Preferred Stock, the Maximum Share Amount shall refer to such
holder's pro rata share thereof. In the event that Corporation obtains
Stockholder Approval or the approval of NASDAQ, or by reason of the
inapplicability of the rules of NASDAQ or otherwise, the Corporation concludes
that it is able to increase the number of shares to be issued above the Maximum
Share Amount (such increased number being the "New Maximum Share Amount"), the
references to Maximum Share Amount, above, shall be deemed to be, instead,
references to the greater New Maximum Share Amount. In the event that
Stockholder Approval is obtained and there are insufficient reserved or
authorized shares, or a registration statement covering the additional shares of
Common Stock which constitute the New Maximum Share Amount is not effective
prior to the Maximum Share Amount being issued (if such registration statement
is necessary to allow for the public resale of such securities), the Maximum
Share Amount shall remain unchanged; provided, however, that the holders of
Series G Preferred Shares may grant an extension to obtain a sufficient reserved
or authorized amount of shares or of the effective date of such registration
statement. In the event that (a) the aggregate number of shares of Common Stock
actually issued upon conversion of the outstanding Series G Preferred Shares
represents at least twenty percent (20%) of the Maximum Share Amount and (b) the
sum of (x) the aggregate number of shares of Common Stock issued upon conversion
of Series G Preferred Shares plus (y) the aggregate number of shares of Common
Stock that remain issuable upon conversion of Series G Preferred Shares and
based on the Conversion Price then in effect), represents at least one hundred
percent (100%) of the Maximum Share Amount, the Corporation will use its best
reasonable efforts to seek and obtain Stockholder Approval (or obtain such other
relief as will allow conversions hereunder in excess of the Maximum Share
Amount) as soon as practicable following the Triggering Event and before the
Mandatory Redemption Date.

                  (f) FRACTIONAL SHARES. The Company shall not issue any
fraction of a share of Common Stock upon any conversion. All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
share of the Series G Preferred Shares by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance



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of a fraction of a share of Common Stock. lf, after the aforementioned
aggregation, the issuance would result in the issuance of a fraction of a share
of Common Stock, the Company shall round such fraction of a share of Common
Stock up or down to the nearest whole share.

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

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

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

         (5) VOTING RIGHTS. Holders of Series G Preferred Shares shall have no
voting rights, except as required by law, including but not limited to the
General Corporation Law of Delaware.

         (6) LIQUIDATION, DISSOLUTION, WINDING-UP. In the event of any voluntary
or involuntary liquidation, dissolution, or winding up of the Company, the
holders of the Series G Preferred Shares shall be entitled to receive in cash
out of the assets of the Company, whether from capital or from earnings
available for distribution to its stockholders (the "Preferred Funds"), before
any amount shall be paid to the holders of any of the capital stock of the
Company of any class junior in rank to the Series G Preferred Shares (other than
the Series F Preferred Shares which shall be equal in rank) in respect of the
preferences as to the distributions and payments on the liquidation, dissolution
and winding up of the Company, an amount per Series G Preferred Share equal to
$1,000 (such sum being referred to as the "Liquidation Value"); provided that,
if the Preferred Funds are insufficient to pay the full amount due to the
holders of Series G Preferred Shares and holders of shares of other classes or
series of preferred stock of the Company that are of equal rank with the Series
G Preferred Shares as to payments of Preferred Funds (the "Pari Passu Shares"),
then each holder of Series G Preferred Shares and Pari Passu Shares shall
receive a percentage of the Preferred Funds equal to the full amount of
Preferred Funds payable to such holder as a liquidation preference, in
accordance with their respective Certificate of Designations, Preferences and
Rights, as a percentage of the full amount of Preferred Funds payable to all
holders of Series G Preferred Shares and Pari Passu Shares. The purchase or
redemption by the Company of stock of any class in any manner permitted by law,



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shall not for the purposes hereof, be regarded as a liquidation, dissolution or
winding up of the Company. Neither the consolidation or merger of the Company
with or into any other Person, nor the sale or transfer by the Company of less
than substantially all of its assets, shall, for the purposes hereof, be deemed
to be a liquidation, dissolution or winding up of the Company. No holder of
Series G Preferred Shares shall be entitled to receive any amounts with respect
thereto upon any liquidation, dissolution or winding up of the Company other
than the amounts provided for herein.

         (7) PREFERRED RATE. All shares of Common Stock shall be of junior rank
to all Series G Preferred Shares in respect to the preferences as to
distributions and payments upon the liquidation, dissolution, and winding up of
the Company. The rights of the Series G Preferred Shares shall be subject to the
Preferences and relative rights of the Series B Convertible Preferred Stock,
Series C Convertible Preferred Stock, Series D Convertible Preferred Stock,
Series E Convertible Preferred Stock, and Series F Convertible Preferred Stock.
Without the prior express written consent of the holders of not less than a
majority of the then outstanding Series G Preferred Shares, the Company shall
not hereafter authorize or issue additional or other capital stock (other than
the Series F Preferred Shares which shall be equal in rank) that is of senior or
equal rank to the Series G Preferred Shares in respect of the preferences as to
distributions and payments upon the liquidation, dissolution and winding up of
the Company. Without the prior express written consent of the holders of not
less than a majority of the then outstanding Series G Preferred Shares, the
Company shall not hereafter authorize or make any amendment to the Company's
Certificate of Incorporation or bylaws, or make any resolution of the board of
directors with the Delaware Secretary of State containing any provisions, which
would materially and adversely affect or otherwise impair the rights or relative
priority of the holders of the Series G Preferred Shares relative to the holders
of the Common Stock or the holders of any other class of capital stock. In the
event of the merger or consolidation of the Company with or into another
corporation, the Series G Preferred Shares shall maintain their relative powers,
designations, and preferences provided for herein and no merger shall result
inconsistent therewith.

         (8) RESTRICTION ON DIVIDENDS. If any Series G Preferred Shares are
outstanding, without the prior express written consent of the holders of not
less than a majority of the then outstanding Series G Preferred Shares, the
Company shall not directly or indirectly declare, pay or make any dividends or
other distributions upon any of the Common Stock so long as written notice
thereof has not been given to holders of the Series G Preferred Shares at least
30 days prior to the earlier of (a) the record date taken for or (b) the payment
of any such dividend or other distribution. Notwithstanding the foregoing, this
Section 8 shall not prohibit the Company from declaring and paying a dividend in
cash with respect to the Common Stock so long as the Company: (i) pays
simultaneously to each holder of Series G Preferred Shares an amount in cash
equal to the amount such holder would have received had all of such holder's
Series G Preferred Shares been converted to Common Stock pursuant to Section 2
hereof one business day prior to the record date for any such dividend, and (ii)
after giving effect to the payment of any dividend and any other payments



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required in connection therewith including to the holders of the Series G
Preferred Shares, the Company has in cash or cash equivalents an amount equal to
the aggregate of: (A) all of its liabilities reflected on its most recently
available balance sheet, (B) the amount of any indebtedness incurred by the
Company or any of its subsidiaries since its most recent balance sheet and (C)
120% of the amount payable to all holders of any shares of any class of
preferred stock of the Company assuming a liquidation of the Company as the date
of its most recently available balance sheet.

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

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

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



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IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to
be signed by ___________________, its ____________________, as of the ______ day
of _____________, 2003.

                                               HOMECOM COMMUNICATIONS, INC.

                                               By:
                                                   -----------------------------



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                                    EXHIBIT I

                          HOMECOM COMMUNICATIONS, INC.
                                CONVERSION NOTICE

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

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

                   Date of Conversion:

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

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

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

Please confirm the following information:

                   Number of shares of Common
                   Stock to be issued:

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



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

                   Issue to:(1)

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

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

                   Facsimile Number:

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

                   Authorization:

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

                   By:

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

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

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

ACKNOWLEDGED AND AGREED:

HOMECOM COMMUNICATIONS, INC.

By: ________________________________
Name: ______________________________
Title: _____________________________

Date: ___________________

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