COMMON STOCK PURCHASE AGREEMENT
                                


     This  Common  Stock Purchase Agreement (the "Agreement")  is
made as of December 28, 1998, among THE NETWORK CONNECTION, INC.,
a Georgia corporation (the "Company") and CACHE CAPITAL L.P. (the
"Purchaser").

                         R E C I T A L S

     WHEREAS, the parties desire that upon the terms and  subject
to  the  conditions contained herein, the Company shall issue  to
the Purchaser, and the Purchaser shall purchase from the Company,
shares  of the Company's Common Stock, $.001 par value per  share
(the  "Common  Stock"),  and Warrants to purchase  up  to  50,000
shares  of the Company's Common Stock (the "Warrant") at a  price
of 120% of closing bid price day of Closing (the "Warrant Price")
for  an aggregate purchase price of eighty thousand shares of the
Company's  Common  Stock  (80,000)  shares  at  $3.50  per  share
("Purchase Price"); and

     WHEREAS,  the purchase and sale of the Common Stock  to  the
Purchaser  pursuant to the terms hereof will be made in  reliance
upon  the  provisions of Section 4(2) of the  Securities  Act  of
1933,  as  amended,  Regulation D promulgated thereunder  by  the
United  States  Securities and Exchange  Commission,  such  other
exemptions  from the registration requirements of the  Securities
Act  of 1933, as amended, as may be available with respect to any
or all of the investments in Common Stock to be made hereunder.

     NOW,  THEREFORE, the parties in consideration of the  mutual
agreements   contained  herein,  and  other  good  and   valuable
consideration,  acknowledged  by  each  of  the  parties  to   be
satisfactory and adequate, do hereby agree as follows:

                            ARTICLE 1
                                
                           DEFINITIONS

     1.1  Definitions.  As used in this Agreement, and unless the
context  requires a different meaning, the following  terms  have
the meanings indicated:

     "Agreement" means this Agreement (including the exhibits and
schedules  hereto)  as the same may be amended,  supplemented  or
modified in accordance with the terms hereof.

     "Call Closing Date" has the meaning assigned in Section 2.6.

     "Call  Price"  means the greater of one hundred thirty-three
percent (133%) of the Purchase Price of the Initial Shares or one
hundred  percent (100%) of the Closing Bid Price of the Company's
Common  Stock  as reported by Bloomberg on the Call Closing  Date
minus the Purchase Price.

     "Closing" has the meaning assigned in Section 2.3.

     "Closing Date" has the meaning assigned in Section 2.3.
     
     "Commission" means the United States Securities and Exchange
Commission.

     "Common  Stock" means the common stock, $.001 par value,  of
the Company.

     "Company"  means  The Network Connection,  Inc.,  a  Georgia
corporation, and its successors, transfers and assigns.

     "Disclosure Documents" has the meaning assigned  in  Section
5.2.

     "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

     "First  Repricing  Date" means the  effective  date  of  the
Registration Statement on which 25% of the Initial Shares may  be
repriced under the terms of Section 2.4(a).

     "Initial Shares" shall mean that number of shares of  Common
Stock  determined  by dividing the Purchase Price  by  the  Share
Price  determined as of the Closing Date, which number of  shares
is set forth in Schedule I to this Agreement.

     "Market   Price"   means,   on   any   relevant   date   for
determination, the average closing bid price of the Common  Stock
for   the   twenty  (20)  consecutive  Trading  Days  immediately
preceding the relevant date for determination.

     "Most  Recent  Filings Report" has the meaning  assigned  in
Section 5.2.

     "Principal  Market"  means the Nasdaq National  Market,  the
Nasdaq  SmallCap Market, the American Stock Exchange or  the  New
York  Stock Exchange, or such other trading medium, whichever  is
at  the  time  the principal trading exchange or market  for  the
Common Stock.

     "Purchase Price" means US $280,000 [80,000 shares multiplied
by $3.50].

     "Registration   Rights   Agreement"   means   that   certain
Registration   Rights  Agreement  to  be  executed   concurrently
herewith  by and between the Company and the Purchaser, the  form
of which is attached hereto as Exhibit "A".

     "Repricing Dates" means the First Repricing Date, the Second
Repricing Date and the Third Repricing Date.

     "Repricing  Shares" means the shares of Common Stock  issued
to the Purchaser pursuant to Section 2.4(a) hereof.

     "Registration Statement" means a registration  statement  on
Form  SB-2,  Form  S-3,  or any successor  or  replacement  forms
thereof,  registering the resale of the Shares by  the  Purchaser
under the Securities Act.

     "Regulation  D"  means  Regulation  D  promulgated  by   the
Commission  pursuant to Section 4(2) of the  Securities  Act,  as
amended, and any successor or replacement rules or regulations.

     "SEC Reports" has the meaning assigned in Section 5.2.

     "Securities  Act"  means  the Securities  Act  of  1933,  as
amended, and the rules and regulation promulgated thereunder.

     "Second  Repricing  Date" means the forth-fifth  (45th)  day
after  the  First  Repricing Date, on which 25%  of  the  Initial
Shares may be repriced under the terms of Section 2.4(a).

     "Share  Price"  means, as of the closing,  the  closing  bid
price of the Common Stock of the Company on the last Trading  Day
preceding  the  Closing (including date of  the  Closing  if  the
Closing  occurs  on  that date at 4:30 P.M.  New  York  Time)  as
reported by Bloomberg.
     
     "Shares"  means  the  Initial Shares  and  Repricing  Shares
issued pursuant to this Agreement.

     "Third  Repricing  Date"  means the forth-fifth  (45th)  day
after  the  Second Repricing Date, on which 50%  of  the  Initial
Shares may be repriced under the terms of Section 2.4(a).

     "Trading  Days"  means any days during which  the  Principal
Market shall be open for business.

     1.2  Accounting Terms.  All accounting terms used herein not
expressly  defined  in this Agreement shall have  the  respective
meanings  given  to  them  in accordance  with  sound  accounting
practice.   The term "sound accounting practice" shall mean  such
accounting practices as, in the opinion of independent  certified
public accountants regularly retained by the Company, conforms at
the time to GAAP applied on a consistent basis except for changes
with which such accountants concur.

                            ARTICLE 2

                     CLOSING; REPRICING; CALL

     2.1   Authorization.   The Company  has,  or  prior  to  the
Closing  will  have, authorized the issuance  of  up  to  225,000
shares  of Common Stock, subject to the terms and conditions  set
forth herein.

     2.2    Issuance  of  Shares.   Subject  to  the  terms   and
conditions hereof, at the Closing (i) the Company will  sell  and
issue   the  Initial  Shares  to  the  Purchaser  and   (ii)   in
consideration  therefor  the Company will  receive  the  Purchase
Price from the Purchaser.

     2.3   Closing.   The issuance of the Initial Shares  to  the
Purchaser  and the payment of the Purchase Price by the Purchaser
shall  take  place  at the closing (the "Closing"),  which  shall
occur at such time and date as the parties hereto may agree  (the
"Closing Date").

     2.4  Repricing Dates.

          (a)   Issuance of Repricing Shares.  Subject to Section
2.4(b), on each Repricing Date with respect to the number of  the
Initial  Shares to be repriced, the Company shall  issue  to  the
Purchaser  that number of Repricing Shares equal to a  difference
between one hundred twenty-five percent (125%) of the Share Price
and the average of the lowest twenty (20) closing bid prices (the
"Average  Price") during the forty-five (45) days prior  to  each
such   Repricing  Date  (the  "Discounted  Share  Price"),  which
difference is multiplied by a fraction which equals the number of
Initial  Shares  subject to repricing divided by  the  Discounted
Share  Price.  There shall be no issuance of Repricing Shares  of
the  Discounted Share Price if the Company's Common Stock exceeds
one hundred twenty-five percent (125%) of the Share Price for the
Initial Shares issued.

          (b)  Notice of Repricing.  On the business day immediately after
each Repricing Date, the Company shall send written notice to the
Purchaser  informing  the Purchaser of the applicable  Discounted
Share  Price, and the aggregate number of Repricing Shares issued
to  the  Purchaser pursuant to Section 2.4(a) on  such  Repricing
Date.   Certificates for such Repricing Shares shall be delivered
to  the  Purchaser within five (5) business days after the notice
is sent.

          (c)  In order that the Company can comply with applicable Nasdaq
Rules  concerning  the issuance of shares of Common  Stock  in  a
transaction  in the absence of stockholder approval, the  Company
shall  be required to pay to the Purchaser the cash value  [based
on  the  closing  bid  price of a share of Common  Stock  on  the
principal   market  therefore  on  the  Trading  Day  immediately
preceding the applicable Repricing Date] for each Repricing Share
that would otherwise have to be issued under the terms of Section
2.4(a),  which  Repricing  Shares whose  issuance  would  violate
Nasdaq Rule will not be issued by the Company.

     2.5   Liquidated Damages.  If the Company does  not  file  a
Registration  Statement within forty-five  (45)  days  after  the
Closing  Date  and have such registration effective  one  hundred
twenty  (120)  days thereafter or within ten (10) days  of  a  no
comment   letter,   as  specified  in  the  Registration   Rights
Agreement,  the  Company shall pay 1% per month,  or  a  fraction
thereof, of the purchase price in cash to the Investor until such
registration is effective.

     2.6   Call.      At  any  time after the Closing  Date,  the
Company is entitled to purchase, and the Purchaser shall in  such
event  sell  to the Company, any or all of the unsold outstanding
Shares  pursuant  to the terms of this Section 2.6  at  the  Call
Price  defined  herein.   In  order to  exercise  such  right  to
repurchase,  the  Company shall deliver  written  notice  to  the
Purchaser specifying (i) the date on which such repurchase is  to
close (each a "Call Closing Date"), which shall be at least seven
(7)  business  days  after  such  notice,  (ii)  the  Call  Price
applicable as of the specified Call Closing Date, and  (iii)  the
number  of  Shares  that  the  Company  will  purchase  from  the
Purchaser  on  the Closing Date.  On the specified  Call  Closing
Date,  the Company shall deliver to the Purchaser an amount equal
to  the  Call  Price multiplied by the number  of  Shares  to  be
purchased  from the Purchaser and the Purchaser shall deliver  to
the  Company a certificate representing such Shares.  If the Call
Closing  Date shall pass without completion of the repurchase  in
accordance with the terms above, such repurchase shall  occur  as
soon  thereafter  as  practicable;  provided,  however,  if  such
closing  of  the  repurchase shall not have closed  on  the  Call
Closing  Date  through no fault of the Company, no adjustment  to
the  Call  Price applicable to the repurchase if such  repurchase
had closed on the specified Call Closing Date shall be made.   If
Purchaser  fails  to  deliver Shares being  repurchased  on  Call
Closing Date, then Company shall be entitled to add stop transfer
restrictions on the shares with the Company's Transfer Agent, and
take such other steps as shall be reasonably necessary to prevent
transfers of the shares by the Purchaser.

     2.7   If the Company does not make delivery of the Repricing
Shares,  within eight (8) business days after date on  which  the
Company  is  required to deliver the Repricing Shares,  then  the
Company  shall  pay  to  the Purchaser  an  amount,  in  cash  in
accordance  with the following schedule, in which  "No.  Business
Days  Late" is defined as the number of business days beyond  the
eight (8) business days delivery period.

                                 
                                      Late Payment for Each
                                      $10,000 of Repricing
    No. Business Days Late             Shares to be Issued
               1                              $100
               2                              $200
               3                              $300
               4                              $400
               5                              $500
               6                              $600
               7                              $700
               8                              $800
               9                              $900
              10                             $1,000
              >10                    $1,000 + $200 for each
                                     Business Day Beyond 10

     The  Company  shall  make any payments incurred  under  this
Section  2.7  in  immediately available  funds  within  five  (5)
business  days  from incurring any specified late fee  under  the
terms hereof.

     2.8  Right of Redemption.

           The  Company  shall be allowed at any time  to  redeem
pursuant  to  Section  2.6 (the "Redemption  Price").   Any  such
notice  of  redemption  shall be in writing  to  the  Purchaser's
attention  with  payment within five Trading Days  thereafter  by
wire  transfer to Purchaser pursuant to its Banking instructions.
If  such  redemption payment is not made timely,  the  redemption
shall  be considered null and void and the Company shall  pay  as
damages a penalty in the amount of 10% of the redemption price in
cash.

      2.9  Anti-Shorting, Hedging.  The Purchaser agrees that  it
will  not  take  a short position or hedge against  its  position
during  the  filing  and  approval  period  of  the  Registration
Statement and further agrees, that during the Repricing  Periods,
the  Purchaser is entitled to take a short or hedge position only
to  the  extent  of the number of free-trading shares  of  Common
Stock  it  has  the  potential  to  receive  on  the  immediately
succeeding  Repricing  Date  under the  definitions  provided  in
Section 1.1.

     2.10  Indemnification of Consultants.  The  Issuer  and  the
Purchaser recognize that the Consultants are an introducing party
of  each  and  as  such.   No Consultant,  nor  its  counsel,  is
obligated  nor  responsible  for any documentation,  information,
financial   data   or   other   communications   regarding   this
transaction.  The parties hereto agree that the Consultants shall
not  be a party to any litigation involving any dispute which may
arise from this transaction and may not involve the Consultant in
any  litigation  that may arise out of this  transaction  in  the
future,  absent fraud or gross negligence, or willful  misconduct
of Consultant..
     
     2.11  First  Right of Refusal to Future Equity Transactions.
Subject  and  subordinate to the priority Right of First  Refusal
granted  by the Company to The Shaar Fund Ltd. in the  event  the
Company proposes to offer to sell shares of Company Common  Stock
at  a price per share that is less than the then Market Price for
the Company Common Stock, the Company agrees that for a period of
up  to  180 days after the Closing Date that it will first  offer
such   future  equity  transactions  to  the  Purchaser  in  this
Agreement.  Such offer shall be in writing and shall be delivered
in  accordance with the Notice provision as herein defined.   The
Purchaser  agrees to respond in writing within two business  days
of  receiving such written offer and if Purchaser elects  not  to
acquire  shares  of  Company Common Stock on the  same  terms  as
stated  in  such written offer, then the Company  is  allowed  to
close  the future equity transaction with other parties.  If  the
Company  closes any future equity transaction with another  party
without  first offering such transaction to the Purchaser herein,
then the Company shall be obligated to pay to the Purchaser as  a
Penalty  an amount equal to ten per cent (10%) of the net  amount
raised  by  the Company in such equity transaction in  cash  with
such  payment to be made within five business days of the Company
closing  any such offer.  If Purchaser accepts and determines  to
proceed with the presented equity transaction, it must close that
transaction  on  the same terms as offered to the  other  parties
within two (2) business days of the effectiveness of its offer to
close  the transaction (following rejection of the offer  by  The
Shaar  Fund  Ltd.)  or forfeit its Right of  First  Refusal  with
respect to future equity transactions proposed by the Company.


                            ARTICLE 3

       CONDITIONS TO THE OBLIGATION OF PURCHASER TO CLOSE

     The  obligation  of the Purchaser hereunder  is  conditioned
upon the occurrence of the following:

     3.1  Documents. The Registration Rights Agreement shall have
been executed by the Company.

     3.2   Market  for Common Stock. The Company's  Common  Stock
shall  be  trading as of the Closing Date on the Nasdaq  SmallCap
Market;

     3.3   No Material Adverse Effect.  There shall have been  no
material  adverse changes in the Company's business or  financial
condition since the date of the latest balance sheet delivered to
the Purchaser as part of the Disclosure Documents.

     3.4   Representations  and Warranties.  The  representations
and warranties of the Company herein shall be true and correct in
all  material  respects on the Closing Date, as if made  on  such
date,  and the Company shall deliver a certificate, signed by  an
officer of the Company, to such effect to the Purchaser's Agent;

     3.5  Reservation of Shares.  The Company shall have reserved
225,000  for issuance pursuant to this Agreement.

                            ARTICLE 4

                 CONDITIONS TO THE OBLIGATION OF
                      THE COMPANY TO CLOSE

          The obligations of the Company hereunder is conditioned
upon the occurrence of the following:

     4.1  Representations and Warranties. The representations and
warranties of the Purchaser herein  shall be true and correct  in
all  material  respects on the Closing Date, as if made  on  such
date.

                            ARTICLE 5

                REPRESENTATIONS AND WARRANTIES OF
                    THE COMPANY TO PURCHASER

     The  Company hereby makes the following representations  and
warranties  to  the  Purchaser,  except  as  disclosed   in   the
Disclosure  Documents or otherwise disclosed to Purchaser,  which
representations and warranties shall be true as of  the  date  of
execution of this Agreement by the Company and as of Closing:

     5.1   Organization,  Good Standing, and Qualification.   The
Company is a corporation duly organized, validly existing and  in
good standing under the laws of the State of Georgia, and has all
requisite corporate power and authority to carry on its  business
as  now conducted and as currently proposed to be conducted.  The
Company  is  duly qualified to transact business and is  in  good
standing in each jurisdiction in which the failure to so  qualify
would  have  a  material  adverse  effect  on  the  business   or
properties of the Company and its subsidiaries taken as a  whole.
The  Company  is  not  the  subject of any  pending  or,  to  its
knowledge,   threatened   or   contemplated   investigation    or
administrative  or  legal  proceeding  by  the  Internal  Revenue
Service,   the   taxing  authorities  of  any  state   or   local
jurisdiction,   or  the  Commission,  or  any  state   securities
commission, or any other governmental entity, which are  required
to  be  disclosed in the Disclosure Documents and have  not  been
disclosed.

     5.2   Corporate Condition.  The Company has timely filed all
forms, reports and documents with the Commission required  to  be
filed  by  it  under  the Exchange Act through  the  date  hereof
(collectively, the "SEC Reports").  Each of the SEC  Reports,  at
the  time  filed,  complied  in all material  respects  with  the
requirements of the Exchange Act.  The Company has made available
to  the  Purchaser a copy of the Company's Form  10-KSB  for  the
fiscal  year ended December 31, 1997, and a copy of each  of  the
Company's  Forms  10-QSB  and  8-K filed  by  the  Company  since
January  1, 1998 (the "Most Recent Filings Report").  Other  than
as  set  forth  in  this Agreement, there have been  no  material
adverse   changes  in  the  Company's  business,  operations   or
financial  condition  since the date of the Most  Recent  Filings
Report.   The SEC Reports, together with this Agreement, and  any
other documents listed herein and furnished by the Company to the
Purchaser   are  referred  to  collectively  as  the  "Disclosure
Documents."  The financial statements contained in the Disclosure
Documents   have  been  prepared  in  accordance  with  generally
accepted accounting principles, consistently applied, and  fairly
present,  in  all  material respects, the consolidated  financial
condition  of  the Company as of the dates of the balance  sheets
included  therein, and the consolidated results of its operations
and  cash flows for the periods then ended.  Without limiting the
foregoing,  there  are  no  material liabilities,  contingent  or
actual, that are not disclosed in the Disclosure Documents (other
than  liabilities incurred by the Company in the ordinary  course
of  its  business, consistent with its past practice,  after  the
periods  covered by the Disclosure Documents).  The  Company  has
paid all material taxes which are due, except for taxes which  it
reasonably disputes.  There is no material claim, litigation,  or
administrative  proceeding  pending,  or,  to  the  best  of  the
Company's  knowledge,  threatened  or  contemplated  against  the
Company, except as disclosed in the Disclosure Documents.

     5.3  Authorization.  All corporate action on the part of the
Company by its officers, directors and shareholders necessary for
the  authorization, execution and delivery of this Agreement, the
performance of all obligations of the Company hereunder  and  the
authorization,  issuance and delivery of the Initial  Shares  and
reservation  of any additional shares for issuance in  accordance
with  this Agreement have been taken, and this Agreement and  the
Registration  Rights  Agreement  constitute  valid  and   legally
binding  obligations  of the Company, enforceable  in  accordance
with  their  terms;  provided, however,  that  enforceability  is
subject   to:    (i)   applicable   bankruptcy,   reorganization,
insolvency,   moratorium,  fraudulent  conveyance,  and   similar
federal  and  state  laws affecting the rights  and  remedies  of
creditors  generally,  and  (ii)  general  principles  of  equity
limiting  the  availability of equitable remedies (including  but
not  limited  to  the  remedy of specific  performance),  whether
considered in a proceeding at law or in equity.  The Company  has
obtained  all consents and approvals required for it to  execute,
deliver  and  perform this Agreement and the Registration  Rights
Agreement.

     5.4   Valid  Issuance of Shares.  The Shares,  when  and  if
issued and delivered in accordance with the terms hereof, will be
validly  issued, fully paid and nonassessable and, based in  part
upon the representations of the Purchaser in this Agreement, will
be  issued  in compliance with all applicable federal  and  state
securities  laws.   The  Shares  will  be  issued  free  of   any
preemptive rights.

     5.5   Compliance with Other Instruments.  The Company is not
in  violation  or  default of any provisions of its  Amended  and
Restated Articles of Incorporation or Bylaws, as amended  and  in
effect  on  and  as  of  the date of this Agreement,  or  of  any
material  provision  of any material instrument  or  contract  to
which it is a party or by which it is bound or, to its knowledge,
of  any provision of any federal or state judgment, writ, decree,
order, statute, rule or governmental regulation applicable to the
Company,  which  would  have a material  adverse  effect  on  the
Company's  business, financial condition or results of operation,
except  as described in the Disclosure Documents.  The execution,
delivery  and  performance of this Agreement and the consummation
of  the  transactions contemplated hereby will not result in  any
such  violation  or  be in conflict with or constitute,  with  or
without  the  passage  of time and giving  of  notice,  either  a
default  under any such provision, instrument or contract  or  an
event  which  results  in the creation of  any  lien,  charge  or
encumbrance upon any assets of the Company.

     5.6   Reporting  Company.  The Company  is  subject  to  the
reporting  requirements of the Exchange Act, and has a  class  of
securities  registered under Section 12  or  Section  15  of  the
Exchange Act.  When requested by the Purchaser, the Company shall
furnish  copies  of  reports  filed  by  the  Company  with   the
Commission.

     5.7   Authorized  and  Issued Shares.   The  authorized  and
issued  shares  of  Preferred Stock, Common Stock  and  warrants,
options, instruments convertible into Common Stock and rights  to
acquire  Preferred or Common Stock, as of December 23, 1998,  are
as set forth in Exhibit "B".
     
     5.8   Use  of Proceeds.  As of the date hereof, the  Company
expects to use the proceeds from the issuance of the Shares (less
fees  and  expenses) for working capital, including the repayment
of  outstanding indebtedness.  These purposes are  estimates  and
are  subject  to change, but represent the Company's  good  faith
best estimate of anticipated uses.

     5.9   Compliance  with  Laws.  As of the  date  hereof,  the
conduct  of the business of the Company complies in all  material
respects   with   all   material  statutes,  laws,   regulations,
ordinances,  rules,  judgments,  orders  or  decrees   applicable
thereto.   The  Company has not received notice  of  any  alleged
violation  of  any  statute, law, regulations,  ordinance,  rule,
judgment,  order or decree from any governmental authority.   The
Company  shall  comply with all applicable securities  laws  with
respect to the issuance of the Shares.

     5.10  No  Rights  of  Participation.  No person  or  entity,
including, but not limited to, current or former shareholders  of
the   Company,  underwriters,  brokers,  agents  or  other  third
parties, has any right of first refusal, preemptive right,  right
of  participation,  or any similar right to  participate  in  the
acquisition of the Shares  which has not been waived.

     5.11   Disclosures.  This  Agreement  and   the   Disclosure
Documents  do not contain any  untrue statement of material  fact
and  do not omit to state any material fact required to be stated
therein  or  herein  necessary to make the  statements  contained
therein   or   herein  not  misleading  in  the  light   of   the
circumstances under which they were made.

     5.12   Representations  True  and  Correct.   The  foregoing
representations, warranties and agreements are true, correct  and
complete in all material respects, and shall survive the  Closing
and the issuance of the Shares.

                            ARTICLE 6

                       REPRESENTATIONS AND
                     WARRANTIES OF PURCHASER

          The    Purchaser    hereby    makes    the    following
representations   and   warranties   to   the   Company,    which
representations and warranties shall be true as of  the  date  of
execution  of  this  Agreement by the Purchaser  and  as  of  the
Closing:

     6.1   Accredited Investor.  The Purchaser hereby  represents
and  warrants to the Company that it is an "accredited investor,"
as defined in Rule 501 of Regulation D.

     6.2    Access   to  Information.   The  Purchaser   or   its
professional  advisor  has been granted the  opportunity  to  ask
questions  of  and  receive answers from representatives  of  the
Company,  and  its  officers,  directors,  employees  and  agents
concerning  the  terms  and conditions of  the  issuance  of  the
Shares,  and the Company and its business and prospects,  and  to
obtain  any  additional information which the  Purchaser  or  its
professional  advisor deems necessary to verify the  accuracy  of
the information received.  The foregoing, however, does not limit
or  modify the Purchaser's right to rely upon representations and
warranties of the Company in Article 5 of this Agreement.

     6.3   Ability to Evaluate.  The Purchaser has such knowledge
and experience in financial and business matters that it is fully
capable  of  evaluating the merits and risks of an investment  in
the  Company, including without limitation those set forth in the
Disclosure Documents.

     6.4   Disclosure Documents.  The Purchaser has received  and
reviewed the Disclosure Documents.  The foregoing, however,  does
not  limit  or  modify the Purchaser's right  to  rely  upon  the
representations  and warranties of the Company in  Article  5  of
this Agreement.

     6.5   Investment Experience; Fend for Self.   The  Purchaser
has  substantial  experience in investing in securities  and  has
made  investments in securities other than those of the  Company.
The Purchaser acknowledges that it is able to fend for itself  in
the  transaction contemplated by this Agreement and that  it  has
the  ability to bear the economic risk of its investment  in  the
Company.  The Purchaser has not been organized for the purpose of
investing in securities of the Company.

     6.6   Not an Affiliate.  The Purchaser is not now, and as  a
result of the acquisition of the Initial Shares and any Repricing
Shares shall not become, an officer, director or "affiliate"  (as
that  term is defined in Rule 415 of the Securities Act)  of  the
Company.

     6.7  Exempt Offering Under Regulation D.

          (a)  Investment; No Distribution.  Without limiting the
rights of the Purchaser to sell the Shares under the Registration
Statement, the Purchaser is acquiring the Shares pursuant to this
Agreement  solely for investment purposes and for the Purchaser's
own  account  (or  for  beneficiaries' accounts  over  which  the
Purchaser   has   investment  discretion  but  no   discretionary
authority as to voting or disposition), and not with a view to  a
distribution of all or any part thereof.  The Purchaser is  aware
that  there are legal and practical limits on its ability to sell
or  dispose of the Shares, and therefore, that the Purchaser must
bear the economic risk of its investment for an indefinite period
of  time.  The Purchaser has adequate means of providing for  its
current  needs and anticipated contingencies and has no need  for
liquidity  of  this  investment.  The Purchaser's  commitment  to
illiquid investments is reasonable in relation to its net worth.

          (b)   No  General  Solicitation.  The Shares  were  not
offered to the Purchaser through, and the Purchaser is not  aware
of,  any  form  of  general solicitation or general  advertising,
including,  without limitation, (i) any advertisement,  articles,
notice   or  other  communication  published  in  any  newspaper,
magazine or similar media or broadcast over television or  radio,
and (ii) any seminar or meeting whose attendees have been invited
by any general solicitation or general advertising.

          (c)    No   Registration  of  Shares.   The   Purchaser
understands that the Shares are not registered and therefore  are
"restricted   securities"  under  the  federal  securities   laws
inasmuch  as  they  are  being acquired from  the  Company  in  a
transaction not involving a public offering, and that, under such
laws  and  applicable  regulations, such securities  may  not  be
transferred  or resold without registration under the  Securities
Act  or  pursuant to an exemption therefrom.  In this connection,
the  Purchaser represents that it is familiar with Rule 144 under
the  Securities Act, as presently in effect, and understands  the
resale  limitations  imposed thereby and by the  Securities  Act.
The Purchaser further understands, however, pursuant to the terms
of   the  Registration  Rights  Agreement  that  the  Company  is
obligated to file a registration statement with the Commission to
register the Shares within forty-five (45) days from the  Closing
Date  and  use  its  best  efforts  to  cause  such  registration
statement  to  become effective within one hundred  twenty  (120)
days of the Closing Date.

     6.8    Disposition.   Without  in  any  way   limiting   the
representations  set  forth in Section 6.7 above,  the  Purchaser
shall  not  sell, hold a short position in or any  put  or  other
option  to dispose of, any shares of Common Stock of the  Company
or  any  securities convertible into shares of  Common  Stock  or
otherwise  make  any  disposition of all or any  portion  of  the
Shares unless and until:

          (a)   There  is then in effect a Registration Statement
covering such proposed disposition and such disposition  is  made
in accordance with such Registration Statement; or

          (b)   The Purchaser shall have notified the Company  of
the  proposed  disposition and shall have furnished  the  Company
with  a  detailed statement of the circumstances surrounding  the
proposed disposition, and if reasonably requested by the Company,
the Purchaser shall have furnished the Company with an opinion of
counsel,  reasonably  satisfactory  to  the  Company,  that  such
disposition will not require registration of the Shares under the
Securities Act.

     6.9  Due Authorization.

          (a)   Authority.   The  Purchaser,  if  executing  this
Agreement  in  a representative or fiduciary capacity,  has  full
power  and  authority to execute and deliver this  Agreement  and
each  other document referred to herein for which a signature  is
required  in  such  capacity  and on behalf  of  the  subscribing
individual,  partnership,  trust, estate,  corporation  or  other
entity  for  whom  or  which  the  Purchaser  is  executing  this
Agreement.

          (b)   Due  Authorization.  The Purchaser  is  duly  and
validly organized, validly existing and in good standing as  such
entity  under  the laws of the jurisdiction of its  organization,
with  full  power  and authority to purchase the  Shares  and  to
execute and deliver this Agreement.

     6.10  Acknowledgments.   The  Purchaser  is  aware  of   the
following:

          (a)   Risks  of  Investment.  The Purchaser  recognizes
that  investment in the Company involves certain risks, including
the potential loss of the Purchaser's investment herein.

          (b)     No    Government   Approval.    The   Purchaser
acknowledges that no federal, state or foreign agency has  passed
upon  or  reviewed the terms and conditions of this Agreement  or
the  Shares  or  made  any  finding or determination  as  to  the
fairness  of  this  Agreement  or the  transactions  contemplated
hereby.

          (c)   Restrictions on Transfer.  The Purchaser may  not
sell, transfer, assign, pledge or otherwise dispose of all or any
portion  of  the  Shares in the absence of  either  an  effective
Registration  Statement  or an exemption  from  the  registration
requirements   of   the  Securities  Act  and  applicable   state
securities law.

     6.11  Exempt Transaction.  The Shares are being offered  and
sold  in  reliance  on specific exemptions from the  registration
requirements  of  federal  and  state  law  and  the  Purchaser's
representations,  warranties,  agreements,  acknowledgments   and
applicability  of  such  exemptions and the  suitability  of  the
Purchaser to acquire the Shares.

     6.12  Legends.   It  is  understood  that  any  certificates
evidencing the Shares and shall bear the following legend:

          "THE   SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN
          REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,   AS
          AMENDED, OR APPLICABLE STATE SECURITIES LAWS,  NOR  THE
          SECURITIES  LAWS OF ANY OTHER JURISDICTION.   THEY  MAY
          NOT  BE  SOLD  OR  TRANSFERRED IN  THE  ABSENCE  OF  AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES
          LAWS  OR AN OPINION OF COUNSEL, REASONABLE SATISFACTORY
          TO  THE  COMPANY, THAT THE SALE OR TRANSFER IS PURSUANT
          TO  AN  EXEMPTION  TO THE REGISTRATION REQUIREMENTS  OF
          THOSE SECURITIES LAWS."

                            ARTICLE 7

                    COVENANTS OF THE COMPANY

     7.1   Independent  Auditors.  The Company  shall,  until  at
least  three  (3) years after the Closing Date, maintain  as  its
independent  auditors an accounting firm authorized  to  practice
before the Commission.

     7.2   Corporate  Existence and Taxes.   The  Company  shall,
until  at  least three (3) years after the Closing Date, maintain
its corporate existence in good standing (provided, however, that
the  foregoing  covenant  shall  not  prevent  the  Company  from
entering into any merger or corporate reorganization so  long  as
the  surviving  entity in such transaction, if not  the  Company,
assumes  all  of  the Company's obligations with respect  to  the
Shares)  and shall pay all its taxes when due, except  for  taxes
which the Company disputes.

     7.3   Registration of Shares.  The Company will register the
Shares under the terms of the Registration Rights Agreement.

     7.4   Filings  with Commission.  The Company  shall  provide
each  Purchaser with copies of its annual reports on Form 10-KSB,
quarterly reports on Form 10-QSB and current reports on Form  8-K
for as long as the Shares remain outstanding.

     7.5   Removal  of Legend Upon Registration.  The restrictive
legend  described in Section 6.12 above will be removed from  the
Common  Stock  after  the  Registration Statement  is  effective,
subject  to the Purchaser's covenant to sell the Shares  pursuant
to  the plan of distribution outlined in and upon delivery of the
final prospectus contained in such Registration Statement and  in
compliance  with the federal and state securities  laws,  and  to
suspend sales of the shares at any time that the Company notifies
Purchaser  that  either  there  is  not  currently  an  effective
Registration Statement, the Registration Statement  needs  to  be
amended or supplemented, or current sales would otherwise not  be
in compliance with federal and state securities laws.

     7.6   Listing.   The Company shall use its best  efforts  to
maintain  the listing of its Common Stock on the Nasdaq  SmallCap
Market  or  another  national  securities  exchange  or  national
quotation system.
     

                            ARTICLE 8

                    MISCELLANEOUS PROVISIONS

     8.1   Representations  and Warranties Survive  the  Closing;
Severability.   The Purchaser's and the Company's representations
and  warranties  shall  survive the Closing  of  the  transaction
provided   for   hereby   notwithstanding   any   due   diligence
investigation made by or on behalf of the party seeking  to  rely
thereon.   In  the  event that any provision  of  this  Agreement
becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue  in
full force and effect without said provision.

     8.2   Successors and Assigns.  The terms and  conditions  of
this  Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties.  Nothing in
this  Agreement, express or implied, is intended to  confer  upon
any  party  other  than the parties hereto  or  their  respective
successors  and  assigns  any rights, remedies,  obligations,  or
liabilities  under  or  by reason of this  Agreement,  except  as
expressly  provided in this Agreement.  No party may  assign  its
rights  hereunder without the prior written consent of the  other
parties.
          
     8.3  Governing Law.  This Agreement shall be governed by and
construed under the laws of the State of Georgia without  respect
to conflict of laws.

     8.4   Execution  in Counterparts Permitted.  This  Agreement
may  be  executed in any number of counterparts, each  of   which
shall be enforceable against the parties actually executing  such
counterparts, and all of which together shall constitute one  (1)
instrument.

     8.5  Titles and Subtitles; Gender.  The titles and subtitles
used in this Agreement are used for convenience only and are  not
to  be  considered in construing or interpreting this  Agreement.
The  use  in  this Agreement of a masculine, feminine or  neither
pronoun shall be deemed to include a reference to the others.

     8.6   Written Notices, Etc.  Any notice, demand  or  request
required  or permitted to be given by the Company or a  Purchaser
pursuant  to the terms of this Agreement shall be in writing  and
shall  be deemed given when delivered personally, or by facsimile
(with a hard copy to follow by overnight or two (2) business  day
courier),  addressed  to  the parties  at  the  addresses  and/or
facsimile telephone number of the parties set forth in Schedule I
attached  hereto or such other address as a party may request  by
notifying the others in writing.

     8.7   Expenses.  Each of the Company and the Purchaser shall
pay  all  costs  and expenses that it respectively  incurs,  with
respect  to  the negotiation, execution, delivery and performance
of this Agreement.

     8.8   Entire  Agreement; Written Amendments Required.   This
Agreement, the Common Stock certificates, the Registration Rights
Agreement  and  the  other  documents delivered  pursuant  hereto
constitute  the  full  and  entire  understanding  and  agreement
between  the  parties  with regard to  the  subjects  hereof  and
thereof, and no party shall be liable or bound to any other party
in  any  manner by any warranties, representations  or  covenants
except  as specifically set forth herein.  Neither this Agreement
nor  any  terms  hereof  may be amended,  waived,  discharged  or
terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge
or termination is sought.

     8.9   Rules  of Construction.  Unless the context  otherwise
requires,  "or" is not exclusive, and references to  sections  or
subsections  refer to sections or subsections of this  Agreement.
The  Company and the Purchaser each acknowledge that it  has  had
the  benefit  of  legal counsel of its own choice  and  has  been
afforded  an opportunity to review this Agreement with its  legal
counsel  and that this Agreement shall be construed as if jointly
drafted by the Company and the Purchaser.

     8.10 No Fractional Shares.  The Company shall not issue  any
fraction of a Share in connection with this Agreement, and in any
case  where the Purchaser would otherwise be entitled  under  the
terms  of  this Agreement to receive a fraction of a  Share,  the
Company  shall issue the largest number of whole Shares  issuable
under this Agreement.  The Company shall not be required to  make
any  cash  or other adjustment in respect of such fraction  of  a
Share  to  which the Purchaser would otherwise be entitled.   The
Purchaser expressly waives its right to receive a certificate for
any fraction of a Share under this Agreement.
     IN  WITNESS  WHEREOF, the parties hereto have  executed  and
delivered this Agreement as of the date first above written.

                              "COMPANY"
               
                              THE NETWORK CONNECTION, INC.,
                              a Georgia corporation



                              By:
                                Wilbur Riner
                                Chairman of the Board and CEO
                                

                              "PURCHASER"

                             CACHE CAPITAL L.P.



                              By:
                               Name:
                               Title:

                           SCHEDULE I

                                             
                                               Number of Initial
      Purchaser           Purchase Price       Shares Purchased
                               3.50                 80,000
Cache Capital L.P.



     Company's Notice Address:
     
     The Network Connection, Inc.
     1324 Union Hill Road
     Alpharetta, Georgia  30201
     Attn:     Wilbur Riner
     Telephone:     (770) 751-0889
     
     Nixon, Hargrave, Devans & Doyle, L.L.P.
     437 Madison Avenue
     New York, NY  10022-7001
     Facsimile:     (212) 940-3111
     Attn:  Peter W. Rothberg, Esq.
     
     Purchaser's Notice Address:
     
     Name:          Cache Capital L.P.
     Address:       J.P. Carey, Inc.
               Atlanta Financial Center, East Tower
               3343 Peachtree Road, Suite 500
               Atlanta, Georgia  30326
     Attn:          Jack Canouse
     Telephone:     404 816-5339
     Facsimile:     404 816-6268
     
     
                           EXHIBIT "A"
                                
                  REGISTRATION RIGHTS AGREEMENT



               [Follows Directly Behind This Page]

                           EXHIBIT "B"
                                
                                
                  The Network Connection, Inc.
                                
                    Capitalization of Company
                                
                        December 23, 1998
                                
Common Stock, $.001 par value                    
Authorized 10,000,000 Shares                     
Issued and Outstanding - 4,959,696 Shares

Preferred Stock, $.01 par value                  
Authorized 2,500,000 Shares                      
Issued and Outstanding: 1,500 Shares Convertible
Series B

180,000 Warrants at $5.50 - expire 1/06/03       
                                                 

     150,000 Warrants at $4.125 - expire 7/1/03

     62,500 Warrants at $3.65 - expire 6/30/03

     32,500 Warrants at $3.64 - expire 8/12/01

     27,500 Warrants at $4.10 - expire 12/11/01

     726,328  employee  stock  options currently  outstanding  at
exercise prices ranging from $2.00 through $11.62 per share.

     The  Capitalization referenced above does  not  reflect  the
issuance  of  up to (i) 125,000 shares of Common Stock  upon  the
exercise of warrants and (ii) Conversion to common shares not  to
exceed 991,443 common shares underlying 1,500 shares of Series  B
Convertible preferred stock ($10 stated value) to The Shaar  Fund
Ltd.  under the terms of the Securities Purchase Agreement, dated
as of October 23, 1998, should the Company elect not to redeem in
cash   $1,500,000  of  preferred  stock  on  January  15,   1999.
Conversion price is equal to the lower of a) the average  of  the
closing bid prices as reported on the Nasdaq Smallcap Market  for
the  lowest five of the twenty trading days immediately preceding
the  closing  date or b) 80% of the market price on the  date  of
closing.

     The  Capitalization referenced above does  not  reflect  the
issuance  in the aggregate of up to (i) 65,000 shares  of  Common
Stock upon the exercise of warrants and (ii) 650 shares of Series
C  Convertible  preferred stock ($10 stated value) to  individual
investors  under  the  terms of Securities  Purchase  Agreements,
dated  as  of October 12, 1998, should the Company elect  not  to
repay  in  cash  $704,082 of indebtedness on  January  12,  1999.
Conversion price is equal to the lower of a) the average  of  the
closing bid prices as reported on the Nasdaq Smallcap Market  for
the  lowest five of the twenty trading days immediately preceding
the  closing  date or b) 80% of the market price on the  date  of
closing.  Conversion to common shares shall  not  exceed  991,443
common shares.

     The  Capitalization referenced above does  not  reflect  the
issuance  in the aggregate of up to (i) 35,000 shares  of  Common
Stock upon the exercise of warrants and (ii) 350 shares of Series
D  Convertible  preferred stock ($10 stated value) to  individual
investors  under  the  terms of Securities  Purchase  Agreements,
dated  as  of October 21, 1998, should the Company elect  not  to
repay  in  cash  $350,000 of indebtedness on  January  18,  1999.
Conversion price is equal to the lower of a) the average  of  the
closing bid prices as reported on the Nasdaq Smallcap Market  for
the  lowest five of the twenty trading days immediately preceding
the  closing  date or b) 80% of the market price on the  date  of
closing.  Conversion to common shares shall  not  exceed  991,443
common shares.

     The  Capitalization referenced above does  not  reflect  the
issuance  in the aggregate of up to (i) 55,000 shares  of  Common
Stock upon the exercise of warrants and (ii) 550 shares of Series
E  Convertible  preferred stock ($10 stated value) to  individual
investors  under  the  terms of Securities  Purchase  Agreements,
dated  as  of November17, 1998, should the Company elect  not  to
repay  in  cash  $550,000 of indebtedness on  January  16,  1999.
Conversion price is equal to the lower of a) the average  of  the
closing bid prices as reported on the Nasdaq Smallcap Market  for
the  lowest five of the twenty trading days immediately preceding
the  closing  date or b) 80% of the market price on the  date  of
closing.  Conversion to common shares shall  not  exceed  991,443
common shares.

     
     
     
     
                          RISK FACTORS
                                
     An investment in the Common Stock offered hereby involves  a
high  degree of risk and should not be made by persons who cannot
afford  the  loss  of their entire investment.  In  analyzing  an
investment  in  the  Common  Stock  offered  hereby,  prospective
investors should carefully consider, along with the other matters
referred to herein, the following factors:

Early Stage of Business

     The Company was organized in 1986. Although it has had prior
operating  history as a VAD for products manufactured by  others,
the  Company's  current business as a designer, manufacturer  and
distributor  of  its  own products did not become  its  principal
business  until  1991.   As a result, the  Company  has  and  may
continue  to experience many of the problems, delays and expenses
encountered   by  any  business  in  the  early  stage   of   its
development,  some  of  which are beyond the  Company's  control.
These  include,  but are not limited to, substantial  delays  and
expenses  related  to testing and development  of  new  products,
production  and  marketing problems in connection  with  existing
products,  lack of market acceptance of such products, and  other
unforeseen difficulties.

History of Losses; and Uncertainty of Profitability

     For  the  two  fiscal  years ended December  31,  1997,  and
through  the  nine months ended September 30, 1998,  the  Company
incurred  accumulated losses of ($10,097,407), with  such  losses
decreasing  from  ($3,252,899) in fiscal 1996 to ($2,025,628)  in
fiscal   1997.   However,  the  Company's  loss  increased   from
($1,072,123)  for the nine months ended September  30,  1997,  to
($3,943,117) for the nine months ended September 30, 1998.  As it
expands  its marketing efforts for existing products and develops
additional  future  products, the Company may  incur  significant
additional  losses.  There is no assurance that the Company  will
be able to achieve or sustain profitability in the future.

Need for Additional Financing

     Cash  liquidity  will  be  required to  finance  anticipated
growth in the Company's accounts receivable and inventories.  The
Company has been in discussions with commercial and other lenders
for  further  financing, and it is very likely that  the  Company
will seek to obtain another revolving credit agreement, to supply
additional  financing which may be necessary  to  support  future
growth.   Should  it  be successful in obtaining  such  revolving
credit  financing,  the Company will, in all  likelihood,  secure
borrowings   with   the   granting  of  security   interests   in
substantially  all  of its assets in addition  to  its  operating
facility  (which  is  already  subject  to  a  mortgage  with  an
institutional lender due in 2009).  In the event that the Company
should  require additional financing, there can be  no  assurance
that  such financing will be available on commercially reasonable
terms.  If  future  financing is not available when  needed,  the
Company  may  be forced to curtail or discontinue operations.  In
such  event, the stockholders, including investors in the  Common
Stock  offered  hereby,  may lose, or  experience  a  substantial
reduction in, the value of their investment in the Company.

Dependence on Growth of Market for Superservers

     Currently, PCs are the dominant server platform for LANs and
WANs.  The market for superservers, similar to those produced and
distributed  by  the Company, is not PC-based.   The  superserver
market  is new and developing, currently comprises only  a  small
portion  of  the  worldwide  server market,  and  represents  the
high-end (e.g., in terms of cost) and high performance segment of
the  overall  computer  network  server  market.   To  date,  the
superserver market is primarily motivated by cost considerations.
The current low penetration of superservers in the overall server
market  may  be attributed to the fact that the vast majority  of
existing  computer networks are small in size and have relatively
simple  file,  application and print sharing needs  that  do  not
require  a superserver and the costs attendant to their purchase.
Although  the  Company has not conducted its own market  studies,
the  Company believes that its future success will depend in part
upon  the  continued  growth of the portion  of  the  market  for
networking  servers and workstations consisting of  more  complex
and  higher  performance network equipment capable of interfacing
with  increasingly sophisticated applications, where the benefits
of  a  superserver  may more fully be realized.   Businesses  and
government  agencies  with sophisticated  computing  requirements
have  traditionally  relied on mainframes  and  minicomputers  to
perform  these  functions.   The  Company's  future  success   is
dependent,  in  part, upon the development of  new  sophisticated
application  software  products for LANs and  WANs,  and  on  the
willingness  of mainframe and minicomputer users to migrate  such
applications  to  superserver controlled  networks.   Enterprises
that have traditionally relied on mainframes and minicomputers to
implement  business-critical applications  may  be  reluctant  to
implement such applications on networks, which traditionally have
not  offered  the performance and availability characteristic  of
mainframes  and  minicomputers.  Accordingly,  there  can  be  no
assurance that these applications will be developed or  that  end
users will implement these applications on LANs and WANs.

Dependence on Market Acceptance of the Products

     The  future  of  the Company is largely dependent  upon  the
success  of  the current and future generations of the  Company's
superservers  and  other  multimedia  computer  products.   These
products   are   relatively  new  and  have  not  been   marketed
extensively.  It is, therefore, not possible to predict when,  if
at  all,  they will achieve the market acceptance anticipated  by
the  Company.   Such acceptance is necessary for the  Company  to
achieve profitable operations.

Competition; Technological Change and Obsolescence

     Technological competition from other and longer  established
computer  hardware  manufacturers  and  software  developers   is
significant  and expected to increase.  The Company expects  that
hardware  manufacturers and software developers will continue  to
enter  the  market to provide and package integrated  information
distribution  solutions to the same computer network  users  that
are  served  by  the Company.  All such market participants  will
compete intensely to maintain or improve their market shares  and
revenues.  Most of the companies with which the Company  competes
have  substantially  greater  capital  resources,  research   and
development  staffs,  marketing  and  distribution  programs  and
facilities,   and   many  of  them  have  substantially   greater
experience in the production and marketing of products.

     In  the  developing  market  for  superservers  and  network
workstations, it can be expected that the Company will  encounter
a  number  of  significant long-term competitors, including  such
major   industry  participants  as  IBM,  Microsoft  Corporation,
Novell, Inc. and Compaq Computers, Inc.  Accordingly, there is no
assurance that the Company's products will gain sufficient market
acceptance to assure the Company's future success and long  range
profitability  in the face of competition with such significantly
larger  and  better capitalized companies.  Many of the  new  and
smaller  companies  which  are active in  the  network  equipment
industry,  such  as  Allin Communications and Interactive  Flight
Technologies,  have  recently announced operating  and  financial
difficulties.

     In  addition,  one or more of the Company's competitors  may
succeed  in  developing technologies and products that  are  more
effective than any of those developed or being developed  by  the
Company, rendering the Company's technology and products obsolete
or noncompetitive.  In the event that the high end of the network
equipment  market  does not develop as anticipated,  the  Company
will  be  required  to continue to compete with PC-based  servers
manufactured  by  IBM,  Compaq, Dell  and  other  major  computer
manufacturers for a majority of its revenues.

Customer Concentration

     The Company typically sells significant amounts of equipment
to  a small number of customers, the composition of which changes
from  year  to year as customer equipment needs vary.  Therefore,
at any one time, a large portion of the Company's revenues may be
derived  from a limited number of customers.  During  the  fiscal
year  ended  1997,  and for the nine months ended  September  30,
1998,  three customers accounted for approximately 79%  and  80%,
respectively, but no other customer accounted for more than  10%,
of  the Company's revenues during either period.  The loss of any
of  these major customers would have a material adverse effect on
the  Company's  operations if the Company does not  replace  such
customer  on  a  timely basis.  Moreover, although the  Company's
contracts   with  each  such  major  customer  does  not   permit
unilateral  termination  of  the  Company's  contract  (but   see
"Government  Contracts," below), the Company's contracts  provide
for   contract  termination  in  the  event  that  the  Company's
products,  following installation, do not perform  in  accordance
with the contract terms.  Should the Company's contract with  any
of  such  major customers be terminated based upon a  failure  of
product performance, it would have a material, adverse effect  on
the Company and its results of operations.

Risk Associated With International Sales

     The  Company currently derives a significant portion of  its
revenues  from  international operations.  For  the  fiscal  year
ended  1997,  and for the nine months ended September  30,  1998,
international  sales  accounted for approximately  76%  and  80%,
respectively, of the Company's revenues.  International sales are
subject  to  a  variety  of  risks,  including  difficulties   in
establishing  and  managing international distribution  channels,
obtaining  export  licensing, servicing and  supporting  overseas
products  and  in  translating product  interfaces  into  foreign
languages.   International operations are subject to difficulties
in  collecting accounts receivable and as a result  could  affect
the  timing of revenue recognition and bad debt reserves.   Other
factors   that  can  adversely  affect  international  operations
include   difficulties  in  staffing  and   managing   personnel,
enforcing intellectual property rights, fluctuations in the value
of  foreign  currencies and currency exchange rates,  changes  in
import  export duties and quotas, introduction of tariff or  non-
tariff barriers and regulatory, economic or political changes  in
international markets.

Reliance   on   Outside   Manufacturers,  Suppliers   and   Other
Contractors

     The Company assembles the products that it sells principally
from  standardized components purchased from independent sources,
and  it  is  dependent upon such outside vendors for all  of  the
components and end-products it sells to customers.  There can  be
no  assurance  that  these  suppliers will  be  able  to  provide
adequately  for  the  future equipment  needs  of  the  Company's
customers.  In the event that any of its current suppliers should
suffer  quality  control problems or financial difficulties,  the
Company  would  be  required to find alternative  sources,  which
could result in temporary business dislocations and a decline  in
revenues.

     The  Company's  ability to develop additional  products  and
product enhancements is dependent upon the development activities
of  its  major  vendors, as well as other companies  that  create
computer hardware and software products.  To the extent that  any
particular  product release by the Company utilizes  a  component
expected to be developed by a third party, and that third party's
development  activities  are delayed or  aborted,  the  Company's
product  development activities can be jeopardized, resulting  in
product  release  delays or terminations.  In either  event,  the
resulting  impact  on  the  Company's product  marketing  efforts
and/or its ability to offer a comprehensive suite of products  to
customers  could  have  a  material,  adverse  effect  upon   the
Company's future success and results of operations.

     Finally,  due  to  the  Company's  lack  of  expertise   and
capabilities in avionics and the FAA approval process,  in  order
to install the AirView system on aircraft the Company must engage
an   independent  contractor  to  assist  it  in  completing  its
performance  under  any  AirView  system  program  contract.  The
Company  currently  has  an ongoing relationship  with  one  such
contractor  to  assist  it  in completing  installations  of  the
AirView   system.  Were  that  relationship  to   terminate,   or
deteriorate, without the Company locating a substitute contractor
to  provide the same installation services, the Company could not
complete  its performance under AirView System program  contracts
and  its  ability to market the AirView System program  would  be
materially, adversely affected.

Lack of Patent Protection; Possible Infringement

     The  Company's ability to compete with other companies  will
depend to a great extent on maintaining the proprietary nature of
its  technologies.   The  Company  currently  neither  holds  nor
licenses  patents for the technologies included in its  products.
In  addition, there can be no assurance that any patents that may
be  applied  for by the Company in the future will ultimately  be
issued  in its favor, or that any patent so issued, or any patent
rights assigned or licensed to the Company, will afford necessary
protection or will be upheld in the event of a challenge.

     There is also no assurance that the Company's products  will
not infringe the patents of third parties.  Problems with patents
could potentially increase the cost of the Company's products, or
delay  or  preclude new product development and commercialization
by  the Company.  If infringement claims against the Company  are
deemed  valid, the Company may seek licenses which might  not  be
available  on  acceptable terms or at all.  Litigation  could  be
costly  and  time-consuming but may be necessary to  protect  the
Company's  future patent and/or technology license positions,  or
to defend against infringement claims.  A successful challenge to
the  Company's technology could have a materially adverse  effect
on  the  Company  and its business prospects.  There  can  be  no
assurance  that any application of the Company's technology  will
not  infringe  upon  the proprietary rights  of  others  or  that
licenses required by the Company from others will be available on
commercially reasonable terms, if at all.

     The  Company  relies heavily upon trade  secrets  and  other
unpatented  proprietary  technology.  No  assurance  exists  that
other   persons  will  not  independently  develop   or   acquire
technology substantially equivalent to the Company's, or that the
Company  will successfully protect its unpatented technology  and
trade secrets from misappropriation by others.

Dependence on Key Personnel

     The  professional  and general development  of  the  Company
largely  depends upon the efforts of key management,  engineering
and  selling  and  marketing personnel, many  of  whom  would  be
difficult  to  replace.  The Company  does  not  have  employment
agreements with its employees other than its principal  executive
officers.  The  loss of the services of any of the key  personnel
would  have a material adverse effect on the Company's operations
and prospects.  The success of the Company's future operations is
further  dependent  upon  the Company's ability  to  attract  and
retain  additional qualified personnel, particularly  those  with
marketing expertise.

Certain Provisions in the Articles of Incorporation and Bylaws

     The  Company's Articles of Incorporation and Bylaws  contain
certain  provisions  that could have the effect  of  delaying  or
preventing a change of control of the Company, which could  limit
stockholders'  ability to dispose of their Common Stock  in  such
transactions.  The Company's Articles of Incorporation authorizes
the  Board  of Directors to issue one or more series of preferred
stock  and  to  establish the rights, privileges and  preferences
inherent in ownership of such shares of preferred stock,  without
shareholder  approval.  Shares of such preferred  stock,  if  and
when  issued,  could have voting or other rights  that  adversely
affect the voting power of the holders of Common Stock.

     The  Company's  Articles of Incorporation  and  Bylaws  were
amended by vote of the shareholders of the Company at the  annual
meeting of shareholders held on June 7, 1996, to (1) classify the
Board  of Directors into three classes, as nearly equal in number
as  possible,  each of which, after an interim arrangement,  will
serve  for  three years, with one class being elected each  year;
(2) provide that directors may be removed only with cause and the
approval of the holders of at least 66.66% of the voting power of
each class or series of outstanding stock of the Company entitled
to  vote generally in the election of directors; (3) provide that
special   meetings  of  stockholders  may  not   be   called   by
stockholders unless pursuant to a written demand by  the  holders
of at least 66.66% of the voting power of each class or series of
outstanding stock of the Company entitled to vote on  the  matter
requiring the special meeting; (4) delete the provisions from the
Amended  Articles which authorize stockholders to act in lieu  of
holding  a meeting upon the written consent of the holders  of  a
majority  of  the stock of the Company entitled to vote  thereon;
and (5) increase the stockholder vote required to alter, amend or
repeal the foregoing amendments from a majority to 66.66% of  the
voting power of each class or series of outstanding stock of  the
Company.

     Such  amendments to the Articles of Incorporation and Bylaws
of  the  Company, together with certain other provisions therein,
could have the effect of discouraging a third party from making a
tender  offer  or otherwise attempting to obtain control  of  the
Company  even though such an attempt might be beneficial  to  the
Company  and its stockholders.  In addition, since the amendments
are  designed to discourage accumulations of large blocks of  the
Company's  stock by purchasers whose objective is  to  have  such
stock  repurchased by the Company at a premium, adoption  of  the
amendments could tend to reduce the temporary fluctuations in the
market  price  of  the  Company's  stock  which  are  caused   by
accumulations   of   large  blocks  of   the   Company's   stock.
Accordingly,   stockholders  could   be   deprived   of   certain
opportunities to sell their stock at a higher market price.

Georgia Anti-Takeover Law

     The  provisions  of  the Georgia Business  Corporation  Code
relating  to fair price requirements with respect to  the  Common
Stock and business combinations with interested stockholders  are
applicable   to  the  Company.   Essentially,  the   fair   price
provisions  require  any  material  transaction  or   series   of
transactions  of  the  Company with or  for  the  benefit  of  an
interested stockholder or an affiliate thereof to be approved  by
all  of  the  directors who are unaffiliated with the  interested
stockholder or by 2/3rds of such unaffiliated directors  and  the
holders  of  a majority of the shares of the Company entitled  to
vote  on such transaction or transactions, other than shares held
by   the   interested  stockholder.   The  business   combination
provisions generally prohibit the Company from entering into  any
material transaction with an interested stockholder for a  period
of   five  years  after  the  stockholder  became  an  interested
stockholder.  The provisions do not apply if the transaction  was
approved  prior  to  the  time that  the  stockholder  became  an
interested stockholder or if the interested stockholder holds 90%
or  more  of  the  Company's voting stock.  The  fair  price  and
business   combination   provisions  of  the   Georgia   Business
Corporation  Code  may  render more difficult  or  discourage  an
attempt  to  obtain control of the Company by means  of  a  proxy
contest, tender offer, merger or otherwise, and thereby preserves
the  continuity  of the Company's management.   In  addition,  in
certain   cases,  these  provisions  may  prevent  the  Company's
stockholders  from  realizing a premium upon the  sale  of  their
shares  in  any  tender offer or merger opposed by the  Company's
management.

No Dividends

     Other  than for certain distributions to stockholders  under
Subchapter  S of the Internal Revenue Code of 1986  made  by  the
Company  prior to December 31, 1994, the Company has  never  paid
cash  dividends  on  its capital stock and  does  not  anticipate
paying  cash  dividends  in the foreseeable  future,  but  rather
intends   instead  to  retain  future  earnings,  if   any,   for
reinvestment in its business to the extent permissible under  the
terms of its contractual obligations.  The Company has the option
to pay dividends on the Preferred Stock in shares of Common Stock
rather  than  in  cash.  However, the Company is prohibited  from
paying dividends on the Preferred Stock, to the extent the number
of  such  dividend shares, when added to the number of shares  of
Common  Stock  which  may  be acquired  upon  conversion  of  the
Preferred  Stock  (along  with the  exercise  of  the  Warrants),
respectively, aggregates 20% or more of the number of outstanding
shares  of  Common Stock on the date of purchase of the Preferred
Stock.  Such prohibition is required in order for the Company  to
comply  with  requirements  of the Nasdaq  Stock  Market.   As  a
result, the Company intends to declare and pay dividends  on  the
Preferred Stock in the form of Common Stock to the fullest extent
possible without exceeding this 20% limit; but depending upon the
period  of  time  prior  to full conversion  of  the  outstanding
Preferred  Stock, and the applicable conversion ratios in  effect
at  the  time of preferred stock conversions, the Company may  be
required  to  pay  an  unspecified amount  of  dividends  on  the
Preferred  Stock in cash, rather than in shares of Common  Stock,
in  order  to  avoid exceeding such 20% limit. In  addition,  the
Company's  Certificate  of  Incorporation  (with  regard  to  the
Preferred Stock) contains restrictions, and any credit agreements
which  in  the  future may be entered into by  the  Company  with
institutional   lenders   will   in   all   likelihood    contain
restrictions,  on  the  payment  of  dividends  by  the  Company.
Moreover, any future determination to pay cash dividends  on  the
Common  Stock will be at the discretion of the Board of Directors
and  will  be  dependent upon the Company's financial  condition,
results  of  operations,  capital  requirements  and  such  other
factors  as  the  Board of Directors deems  relevant.   Investors
should,  therefore, be aware that it is highly unlikely that  any
cash  dividends  will  be  paid  on  the  Common  Stock  in   the
foreseeable future.

Adequacy of Insurance

     Although  the Company maintains insurance coverage  that  it
believes  to be customary and generally consistent with  industry
practice, to the extent that such coverage is inadequate  and  it
incurs  losses  which  are uninsured such  losses  could  have  a
materially  adverse  effect  upon the  Company  and  its  capital
resources.   The  Company currently has  in  place  a  $2,000,000
umbrella   general  liability  insurance  policy  which  includes
coverage  of  product  liability claims, to  protect  it  against
product liability claims brought by customers in connection  with
such  customers' purchases of products sold by the Company.   The
Company  does  not  believe  that its  operations  expose  it  to
potentially significant product liability claims, and it has  not
experienced any such claims in the past.

Risk of Low-Priced Stocks

     If  the Company's securities were delisted from Nasdaq,  and
no  other exclusion from the definition of a "penny stock"  under
applicable  Securities and Exchange Commission  regulations  were
available,  such securities would be subject to the  penny  stock
rules  that  impose  additional sales  practice  requirements  on
broker-dealers  who  sell such securities to persons  other  than
established customers and accredited investors (generally defined
as  investors  with net worth in excess of $1,000,000  or  annual
income  exceeding $200,000, or $300,000 together with a  spouse).
For  transactions covered by these rules, the broker-dealer  must
make  a  special suitability determination for the  purchase  and
must  have  received  the  purchaser's  written  consent  to  the
transaction prior to sale.  Consequently, delisting from  Nasdaq,
if  it  were to occur, would affect the ability of broker-dealers
to sell the Company's securities and the ability of purchasers of
the  Common  Stock  to  sell their securities  in  the  secondary
market, when the ability to make public sales became available.

Elimination of Liability for Directors

     The  Company's Articles of Incorporation contain  provisions
which eliminate the personal liability of directors, both to  the
Company  and to its stockholders, for monetary damages  resulting
from  breaches of certain of their fiduciary duties as  directors
of  the  Company.   As a result of such charter  provisions,  the
rights  of Company shareholders to recover monetary damages  from
directors  of  the  Company for breaches of directors'  fiduciary
duties may be significantly limited.

Beneficial Conversion Feature of Preferred Stock

       The  Company's  convertible  preferred  stock  contains  a
beneficial  conversion feature which will result  in  a  non-cash
charge to dividends paid on preferred stock equal to $375,000  in
the  fourth  quarter ended December 31, 1998. This dividend  does
not impact the number of shares into which the preferred stock is
convertible and will result in an increase in additional paid-in-
capital when and if the conversions are effected.

     FOR  ALL  OF  THE  FOREGOING REASONS THE SECURITIES  OFFERED
     HEREBY   INVOLVE  A  HIGH  DEGREE  OF  RISK.    ANY   PERSON
     CONSIDERING  AN INVESTMENT IN THE SECURITIES OFFERED  HEREBY
     SHOULD   BE  AWARE  OF  THESE  AND  OTHER  FACTORS.    THOSE
     SECURITIES  SHOULD  BE PURCHASED ONLY  BY  PERSONS  WHO  CAN
     AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.