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                                                                   EXHIBIT 10.49
                     
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                                   AND RIGHTS
                                       OF
                      SERIES B 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 125 shares of Series B Convertible
Preferred Stock of the Company, as follows:
             
                  RESOLVED, that the Company is authorized to issue 125 shares
         of Series B Convertible Preferred Stock (the "SERIES B PREFERRED
         SHARES"), $.01 par value per share, which shall have the following
         powers, designations, preferences and other special rights:

                  (1)      Dividends. The Series B Preferred Shares shall not 
         bear any dividends.

                  (2)      Holder's Conversion of Series B Preferred Shares. A 
         holder of Series B Preferred Shares shall have the right, at such
         holder's option, to convert the Series B Preferred Shares into shares
         of the Company's common stock, $.01 par value per share (the "COMMON
         STOCK"), on the following terms and conditions:

                           (a)      Conversion Right. Subject to the provisions 
                  of Sections 2(g) and 3(a) below, at any time or times on or
                  after the earlier of (i) 90 days after the Issuance Date (as
                  defined herein), (ii) 5 days after receiving a "no-review"
                  status from the U.S. Securities and Exchange Commission in
                  connection with a registration statement ("REGISTRATION
                  STATEMENT") covering the resale of Common Stock issued upon
                  conversion of the Series B Preferred Shares and required to be
                  filed by the Company pursuant to the Registration Rights
                  Agreement between the Company and its initial holders of
                  Series B Preferred Shares (the "REGISTRATION RIGHTS
                  AGREEMENT"), (iii) the date that the Registration Statement is
                  declared effective by 



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                  the U.S. Securities and Exchange Commission (the "SEC") any
                  holder of Series B Preferred Shares shall be entitled to
                  convert any Series B 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,
                  as long as any Holder is subject to laws, rules, or
                  regulations which would prohibit such owner from owning in
                  excess of 4.99%, in no event shall any holder be entitled to
                  convert Series B Preferred Shares in excess of that number of
                  Series B 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 4.99% 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 B 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 (i) conversion of the remaining, nonconverted
                  Series B Preferred Shares beneficially owned by the holder and
                  its affiliates 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 B
                  Preferred Shares pursuant to Section (2)(a) shall be
                  determined according to the following formula (the "CONVERSION
                  RATE");

                                    (.05)(N/365)(20,000) + 20,000
                                    -----------------------------
                                          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 Market
                           Conversion Price, each in effect as of such date, if
                           applicable, and subject to adjustment as provided
                           herein, but in no event shall the Conversion Price
                           exceed the Fixed Conversion Price;

                                    (ii)     "FIXED CONVERSION PRICE" means 
                           $5.23, subject to adjustment, as provided herein.

                                    (iii)    "MARKET CONVERSION PRICE" means, 
                           the Average Market Price during any four (4)
                           consecutive trading days (the "Market Price Days") as
                           determined by the Holder during the twenty-five (25)
                           consecutive trading day 



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                           period ending one (1) Trading Day prior to the date
                           that the Notice of Conversion (as defined herein) is
                           sent to the Company as provided herein;

                                    (iv)     "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;

                                    (v)      "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
                           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); and

                                    (vi)     "N" means the number of days from, 
                           but excluding, the Issuance Date through and
                           including the Conversion Date for the Series B
                           Preferred Shares for which conversion is being
                           elected.

                                    (vii)    "ISSUANCE DATE" means the date of
                           issuance of the Series B Preferred Shares.

                                    (viii)   "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 prevent dilution of 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(d).

                                    (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



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                           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 assess 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 (in form and substance
                           satisfactory to the holders of a majority of the
                           Series B Preferred Shares then outstanding) to insure
                           that each of the holders of the Series B 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 B 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 B
                           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 B Preferred Shares then outstanding) with
                           respect to such holders' rights and interests to
                           insure that the provisions of this Section 2(c) and
                           Section 2(a) below will thereafter be applicable to
                           the Series B 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 B Preferred Shares then outstanding),
                           the obligation to deliver to each holder of Series B
                           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.



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                                    (iii)    Notices.

                                             (A)      Immediately upon any 
                                    adjustment of the Conversion Price, the
                                    Company will give written notice thereof to
                                    each holder of Series B 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 B
                                    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 B
                                    Preferred Shares at least twenty (20) days
                                    prior to the date on which any Organic
                                    Change, Major Transaction (as defined
                                    below), dissolution or liquidation will take
                                    place.

                           (d)      Mechanics of Conversion. Subject to the
                  Company's inability to fully satisfy its obligations under a
                  Conversion Notice (as defined below) as provided for in
                  Section 2(c) below:

                                    (i)      Holder's Delivery Requirements. To
                           convert Series B 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 B 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



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                           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)    Dispute Resolution. In the case of 
                           a dispute as to the determination of the Average
                           Market Price or the arithmetic calculation of the
                           Conversion Rate, the Company shall promptly issue to
                           the holder the number of shares of Common Stock that
                           is not disputed and shall submit the disputed
                           determinations or arithmetic calculations to the
                           holder via facsimile within three (3) business days
                           of receipt of such holder's Conversion Notice. If
                           such holder and the Company are unable to agree upon
                           the determination of the Average Market Price or
                           arithmetic calculation of the Conversion Rate within
                           three (3) business days of such disputed
                           determination or arithmetic calculation being
                           submitted to the holder, then the Company shall
                           within one (1) business day submit via facsimile (A)
                           the disputed determination of the Average Market
                           Price to an independent, reputable investment bank or
                           (B) the disputed arithmetic calculation of the
                           Conversion Rate to its independent, outside
                           accountant. The Company shall cause the investment
                           bank or the accountant, as the case may be, to
                           perform the determinations or calculations and notify
                           the Company and the holder of the results no later
                           than forty-eight (48) hours from the time it receives
                           the disputed determinations or calculations. Such
                           investment bank's or accountant's determination or
                           calculation, as the case may be, shall be binding
                           upon all parties absent manifest error.

                                    (iv)     Record Holder. The person or 
                           persons entitled to receive the shares of Common
                           Stock issuable upon a conversion of Series B
                           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 Compliance. So long as the Common 
                  Stock is listed for trading on Nasdaq-SM or an exchange or
                  quotation system with a rule substantially similar to 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 B 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
                  B Preferred Stock for purposes of such rule) equals 19.99% of
                  the "Outstanding Common Amount" (as hereinafter defined), the
                  Series B Preferred 



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                  Stock shall, from that time forward, cease to be convertible
                  into Common Stock in accordance with the terms hereof, unless
                  the Corporation has obtained approval of the (i) issuance of
                  the Common Stock upon conversion of the Series B Preferred
                  Stock 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 B Preferred Stock that
                  were issued upon conversion of Series B Preferred Stock that
                  were issued upon conversion of Series B Preferred Stock) (the
                  "STOCKHOLDER APPROVAL"), or (ii) conversion of Series B
                  Preferred Stock, or (iii) 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 B
                  Preferred Stock 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 B 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, by reason of
                  the inapplicability of the rules of Nasdaq or otherwise and
                  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, 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 B Preferred
                  Stock 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 B Preferred Stock
                  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 B Preferred
                  Stock plus (y) the aggregate number of shares of Common Stock
                  that remain issuable upon conversion of Series B Preferred
                  Stock and based on the Conversion Price then in effect),
                  represents at least one hundred percent (100%) of the Maximum
                  Share Amount (the "TRIGGERING EVENT"), the Corporation will
                  use its best reasonable efforts to seek and obtain Stockholder
                  Approval (or



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                  obtain such other relief as will allow conversions hereunder
                  in excess of the Maximum Share Amount) within sixty (60) days
                  of such Triggering Event and before the Mandatory Redemption
                  Date (the "STOCKHOLDER APPROVAL DEADLINE").

                           (f)      Mandatory Conversion. If any Series B 
                  Preferred Shares remain outstanding on March 24, 2002, then,
                  notwithstanding the limitations on conversions provided in
                  Section 2(a), all such Series B Preferred Shares shall be
                  converted as of such date in accordance with this Section 2 as
                  if the holders of such Series B Preferred Shares had given the
                  Conversion Notice on March 24, 2002, and the Conversion Date
                  had been fixed as of March 24, 2002, (the "MANDATORY
                  CONVERSION DATE") for all purposes of this Section 2, and all
                  holders of Series B Preferred Shares shall thereupon and with
                  two (2) business days thereafter surrender all Preferred Stock
                  Certificates, duly endorsed for cancellation, to the Company
                  or the Transfer Agent. No person shall thereafter have any
                  rights in respect of Series B Preferred Shares, except the
                  right to receive shares of Common Stock on conversion thereof
                  as provided in this Section 2.

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

                           (h)      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 B Preferred Shares.

                  (3)      Company's Right to Redeem at its Election.

                           (a)      At any time, commencing upon the earlier to 
                  occur of (i) 110 days after the Issuance Date, or (ii) the
                  date that the Registration Statement becomes effective with
                  the SEC, the Company shall have the right, in it sole
                  discretion, to redeem ("REDEMPTION AT COMPANY'S ELECTION"),
                  from time to time, any or all of the Series B Preferred Stock;
                  provided, (i) Company shall first provide ten (10) days
                  advance written notice as provided in subparagraph 3(a)(ii)
                  below, and (ii) that the Company shall only be entitled to
                  redeem Series B Preferred Stock having an aggregate Stated
                  Value (as defined below) of at least Five Hundred Thousand
                  Dollars ($500,000). If the Company elects to redeem some, but
                  not all, of the Series B Preferred Stock, the Company shall
                  redeem a pro-rata amount from each Holder of the Series B
                  Preferred Stock.



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                                    (i)      Redemption Price At Company's 
                           Election. The "REDEMPTION PRICE AT COMPANY'S
                           ELECTION" shall be calculated as 120% of Stated
                           Value, as that term is defined below, of the Series B
                           Preferred Stock. For purposes hereof, "STATED VALUE"
                           shall mean the original principal amount of Preferred
                           Stock being redeemed.

                                    (ii)     Mechanics of Redemption at 
                           Company's Election. The Company shall effect each
                           such redemption by giving at least ten (10) days
                           prior written notice ("NOTICE OF REDEMPTION AT
                           COMPANY'S ELECTION") to (A) the Holders of the Series
                           B Preferred Stock selected for redemption at the
                           address and facsimile number of such Holder appearing
                           in the Company's Series B Preferred Stock register
                           and (B) the Transfer Agent, which Notice of
                           Redemption At Company's Election shall be deemed to
                           have been delivered three (3) business days after the
                           Company's mailing (by overnight or two (2) day
                           courier, with a copy by facsimile) of such Notice of
                           Redemption at Company's Election. Such Notice of
                           Redemption At Company's Election shall indicate (i)
                           the number of shares of Series B Preferred Stock that
                           have been selected for redemption, (ii) the date
                           which such redemption is to become effective (the
                           "DATE OF REDEMPTION AT COMPANY'S ELECTION") and (iii)
                           the applicable Redemption Price At Company's
                           Election, as defined in subsection (a)(i) above.
                           Notwithstanding the above, Holder may convert into
                           Common Stock, prior to the close of business on the
                           Date of Redemption at Company's Election, any Series
                           B Preferred Stock which it is otherwise entitled to
                           convert, including Series B Preferred Stock that has
                           been selected for redemption at Company's election
                           pursuant to this subsection 3(a).

                           (b)      Company Must Have Immediately Available 
                  Funds. The Company shall not be entitled to send any
                  Redemption Notice and begin the redemption procedure under
                  Sections 3(a) unless it has the full amount of the redemption
                  price in cash, available in an immediately available escrow
                  account in a bank or similar financial institution.

                           (c)      Payment of Redemption Price. Each Holder
                  submitting Preferred Stock being redeemed under this Section 3
                  shall send their Series B Preferred Stock Certificates to
                  redeemed to the Company or its Transfer Agent, and the Company
                  shall pay the applicable redemption price to that Holder
                  within five (5) business days of the Date of Redemption at
                  Company's Election.

                  (4)      Holder's Right to Redeem at its Election.

                           (a)      In the event that the Company has issued to 
                  the Holders the Maximum Share Amount and has failed to obtain
                  Stockholder Approval within the Stockholder Approval Deadline,
                  the Holder shall have the one time right, in it sole
                  discretion, for 



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                  so long as the Company has failed to obtain Stockholder
                  Approval beyond the Stockholder Approval Deadline to cause the
                  Company to redeem ("REDEMPTION AT HOLDER'S ELECTION"), all of
                  the Series B Preferred Stock; provided, Holder shall first
                  provide fifteen (15) days advance written notice as provided
                  in subparagraph 4(a)(ii) below.

                                    (i)      Redemption Price At Holder's 
                           Election. The "REDEMPTION PRICE AT HOLDER'S ELECTION"
                           shall be calculated as 120% of Stated Value.

                                    (ii)     Mechanics of Redemption at Holder's
                           Election. The Buyer shall effect each such redemption
                           by giving at least fifteen (15) days prior written
                           notice ("NOTICE OF REDEMPTION AT COMPANY'S ELECTION")
                           to (A) the Company and (B) the Transfer Agent, which
                           Notice of Redemption At Holder's Election shall be
                           deemed to have been delivered three (3) business days
                           after the Buyer's mailing (by overnight or two (2)
                           day courier, with a copy by facsimile) of such Notice
                           of Redemption at Buyer's Election. Such Notice of
                           Redemption At Buyer's Election shall indicate (i) the
                           number of shares of Series B Preferred Stock that
                           have been selected for redemption, (ii) the date
                           which such redemption is to become effective (the
                           "DATE OF REDEMPTION AT BUYER'S ELECTION") and (iii)
                           the applicable Redemption Price At Buyer's Election,
                           as defined in subsection (a)(i) above.

                           (b)      Payment of Redemption Price. Each Holder
                  submitting Preferred Stock being redeemed under this Section 4
                  shall send their Series B Preferred Stock Certificates to
                  redeemed to the Company or its Transfer Agent, and the Company
                  shall pay the applicable redemption price to that Holder
                  within five (5) business days of the Date of Redemption at
                  Holder's Election.

                  (5)      Reissuance of Certificates. In the event of a 
         conversion or redemption pursuant to this Certificate of Designations
         of less than all of the Series B 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 B
         Preferred Shares a Preferred stock certificate representing the
         remaining Series B Preferred Shares which have not been so converted or
         redeemed.

                  (6)      Reservation of Shares. The Company shall, so long as 
         any of the Series B 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 B 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 B
         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 B Preferred
         Shares are at any time convertible,



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                  (7)      Voting Rights. Holders of Series B Preferred Shares 
         shall have no voting rights, except as required by law, including but
         not limited to the General Corporation Law of the State of Delaware and
         as expressly provided in this Certificate of Designations.

                  (8)      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 B 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 B Preferred Shares 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 B
         Preferred Share equal to the sum of (i) $20,000 and (ii) an amount
         equal to the product of (.05) (N/365) ($20,000) (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 B 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 B Preferred Shares as to payments of Preferred
         Funds (the "PARI PASSU SHARES"), then each holder of Series B 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 or the full amount of Preferred Funds payable to all holders
         of Series B 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 B 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.

                  (9)      Preferred Rate. All shares of Common Stock shall be 
         of junior rank to all Series B 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 shares of
         Common Stock shall be subject to the Preferences and relative rights of
         the Series B Preferred Shares. The Series B Preferred Shares shall be
         of greater rank than any Series of Common or Preferred Stock
         hereinafter issued by the Company. Without the prior express written
         consent of the holders of not less than a majority of the then
         outstanding Series B Preferred Shares, the Company shall not hereafter
         authorize or issue additional or other capital stock that is of senior
         or equal rank to the Series B 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 B Preferred Shares, the Company shall not hereafter
         authorize or make any amendment to the Company's Certificate of
         Incorporation or bylaws,



                                      -11-
<PAGE>   12

         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 B 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 B Preferred Shares
         shall maintain their relative powers, designations, and preferences
         provided for herein and no merger shall result inconsistent therewith.

                  (10)     Restriction on Dividends. If any Series B Preferred
         Shares are outstanding, without the prior express written consent of
         the holders of not less than a majority of the then outstanding Series
         B 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 been given to
         holders of the Series B Preferred Shares at least thirty (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 10 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 B Preferred Shares an amount in cash equal to the amount such
         holder would have received had all of such holder's Series B 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 B Preferred Shares under clause 10(i) hereof, 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.

                  (11)     Vote to Change the Terms of Series B 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 a majority of the then outstanding Series B 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 B Preferred Shares.

                  (12)     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 B 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 



                                      -12-
<PAGE>   13

         certificates if the holder contemporaneously requests the Company to
         convert such Series B Preferred Shares into Common Stock.

                  (13)     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
         B 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 B
         Preferred Share on the holder of such Series B 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 B 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 B Preferred Share on the holder of such Series B
         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 B Preferred Share on the holder of such Series B Preferred
         Shares executing and delivering to the Company, at the election of the
         holder, either: (i) if applicable, a property 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 Harvey W. Sax, its Chief Executive Officer, as of
the 24th day of March, 1999.


                                          HOMECOM COMMUNICATIONS, INC.



                                          By:
                                             -----------------------------------
                                              Harvey W. Sax
                                              Chief Executive Officer



                                      -13-

<PAGE>   14

                                    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 B Convertible Preferred
Stock, $.01 par value per share (the "SERIES B PREFERRED SHARES"), of HomeCom
Communications, Inc., a Delaware corporation (the "COMPANY"), indicated below
into shares of Common Stock, $.01 par value per share (the "COMMON STOCK"), of
the Company, by tendering the stock certificate(s) representing the share(s) of
Series B 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 B 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 B
                                 Preferred Shares to be converted

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

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

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

Please confirm the following 
information:

                                 Conversion Price:

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

                                 Four Consecutive Days Comprising Pricing Period
                                 and Prices:

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

                                 Number of shares of Common Stock
                                 to be issued:

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


<PAGE>   15

please issue the Common Stock into which the Series B 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 B Preferred Shares,
any applicable transfer tax must be paid by the undersigned.