EXHIBIT 3.8


                      Form of Certificate of Designation of
                  HomeCom Series F Convertible Preferred Stock

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                                  AND RIGHTS OF
                      SERIES F 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 13,500 shares of Series F Convertible Preferred Stock
of the Company, as follows:

     RESOLVED, that the Company is authorized to issue 13,500 shares of Series F
Convertible Preferred Stock (the "Series F Preferred Shares"), $.01 par value
per share, which shall have the following powers, designations, preferences and
other special rights:

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

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

          (a) CONVERSION RIGHT. At any time or times on or after the earlier of
(i) December 31, 2003 or (ii) the first date on which the Company's Certificate
of Incorporation is validly amended such that the number of authorized shares of
Common Stock (the "Authorized Common") equals or exceeds the sum (the "Common
Equivalents") of (i) the number of issued and outstanding shares of Common Stock
plus (ii) the aggregate of the number of shares of Common Stock into which all
other issued and outstanding shares of any class of Company stock are at any
time convertible (the period of time beginning on the later of the dates
referred to in (i) and (ii) above and continuing for so long as the Authorized
Common equals or exceeds the Common Equivalents shall be referred to herein as
the "Conversion Period"), any holder of Series F Preferred Shares shall be
entitled to convert each Series F Preferred Share, in whole or in part, into
fully paid and nonassessable shares (rounded to the nearest whole share in
accordance with Section 2(e) below) of Common Stock at a rate, subject to
adjustment as provided herein, of 10,000 Shares of Common Stock for each Series
F Preferred Share (the "Conversion Rate") as and when the creation of such
Common Stock is duly authorized by all necessary corporate action, at the
Conversion Rate;

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          (b) ADJUSTMENT TO CONVERSION RATE - DILUTION AND OTHER EVENTS. In
order to prevent dilution of the rights granted under this Certificate of
Designations, the Conversion Rate will be subject to adjustment from time to
time as provided in this Section 2(b).

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

          (ii) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER, OR SALE.
               Any recapitalization, reorganization, reclassification,
               consolidation, merger, sale of all or substantially all of the
               Company's assets to another Person (as defined below) or other
               similar transaction which is effected in such a way that holders
               of Common Stock are entitled to receive (either directly or upon
               subsequent liquidation) stock, securities or assets with respect
               to or in exchange for Common Stock is referred to herein as in
               "Organic Change." Prior to the consummation of any Organic
               Change, the Company will make appropriate provision to insure
               that each of the holders of the Series F 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 F 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 F 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 F
               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 F
               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

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               such assets assumes, by written instrument (in form and substance
               satisfactory to the holders of a majority of the Series F
               Preferred Shares then outstanding), the obligation to deliver to
               each holder of Series F 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 F 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 F 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 F Preferred
               Shares then being converted, and (b) the denominator is the
               principal amount of all the outstanding Series F 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 F 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 F
               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 F 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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          (c) MECHANICS OF CONVERSION. Subject to the Company's ability to fully
satisfy its obligations under a Conversion Notice (as defined below) as provided
for in Section 5 below:

          (i)  HOLDER'S DELIVERY REQUIREMENTS. To convert Series F 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 F Preferred Shares being
               converted (or an indemnification undertaking with respect to such
               shares in the case of their loss, theft or destruction) (the
               "Preferred Stock Certificates") and the originally executed
               Conversion Notice.

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

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

          (d) 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 F 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 F Preferred Shares for purposes of such

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rule) equals 19.99% o the "Outstanding Common Amount" (as hereinafter defined),
the Series F Preferred Shares shall, from that time forward, cease to be
convertible into Common Stock in accordance with the terms hereof, unless the
Corporation (i) has obtained approval of the issuance of the Common Stock upon
conversion of the Series F 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 F Preferred Shares that were issued upon
conversion of Series F 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 F 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 F Preferred Shares, 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 F 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 F 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 F Preferred Shares plus (y) the aggregate number of shares of Common
Stock that remain issuable upon conversion of Series F 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.

          (e) 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
F Preferred Shares by a holder thereof shall be aggregated for purposes of
determining whether the conversion would result in the issuance of a fraction of

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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.

          (f) 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 F 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 F
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 F Preferred Shares a Preferred Stock Certificate representing the
remaining Series F 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 F 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 F 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 F 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 F
Preferred Shares are at any time convertible.

     (5) VOTING RIGHTS. On all matters submitted to a vote of shareholders, the
holders of the Series F Preferred Shares shall be entitled to vote on a matter
with holders of Common Stock, voting together as one class, with each share of
Series F Preferred Shares entitled to a number of votes equal to the number of
shares of Common Stock into which it is then convertible, using the record date
for the taking of such vote of shareholders. The Series F Shares shall have no
voting rights except as provided in the preceding sentence or in the General
Corporation Law of the State 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 F 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 F Preferred Shares (other than the Series G
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 F 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 F
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 F Preferred Shares
as to payments of Preferred Funds (the "Pari Passu Shares"), then each holder of

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Series F 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 F Preferred Shares
and Pari Passu Shares. The purchase or redemption by the Company of stock of any
class in any manner permitted by law, shall not for the purposes hereof, be
regarded as a liquidation, dissolution or winding up of the Company. Neither the
consolidation or merger of the Company with or into any other Person, nor the
sale or transfer by the Company of less than substantially all of its assets,
shall, for the purposes hereof, be deemed to be a liquidation, dissolution or
winding up of the Company. No holder of Series F 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 F 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 F 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, and Series E
Convertible Preferred Stock. Without the prior express written consent of the
holders of not less than a majority of the then outstanding Series F Preferred
Shares, the Company shall not hereafter authorize or issue additional or other
capital stock (other than the Series G Preferred Shares which shall be equal in
rank) that is of senior or equal rank to the Series F 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 F 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 F
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 F 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 F Preferred Shares are
outstanding, without the prior express written consent of the holders of not
less than a majority of the then outstanding Series F 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 F 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 F Preferred Shares an amount in cash
equal to the amount such holder would have received had all of such holder's

<PAGE>

Series F Preferred Shares been converted to Common Stock pursuant to Section 2
hereof one business day prior to the record date for any such dividend, and (ii)
after giving effect to the payment of any dividend and any other payments
required in connection therewith including to the holders of the Series F
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 F 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 F
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 F 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 F 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 F 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 F 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 F
Preferred Share on the holder of such Series F 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 F 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 F
Preferred Share on the holder of such Series F 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 F Preferred Share on the holder of such
Series F 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.

     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 F Convertible Preferred Stock,
$.01 par value per share (the "Series F 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 F 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 F 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 F
                                Preferred Shares to be converted
                                ---------------------------------------------

                                Stock certificate no(s). of Series F
                                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 F Preferred Shares are being
converted in the following name and to the following address:

                                Issue to:(1)

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

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

                                Facsimile Number:

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

                                Authorization:

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

                                By:

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

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

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


ACKNOWLEDGED AND AGREED:

HOMECOM COMMUNICATIONS, INC.

By: ________________________________
Name: ______________________________
Title: _____________________________


Date: ___________________


--------

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