ARTICLES OF AMENDMENT TO THE ARTICLES
                               OF INCORPORATION OF
                          THE NETWORK CONNECTION, INC.


         These Articles of Amendment (the  "Amendment") are being executed as of
August 3, 2000, for the purpose of amending the Articles of Incorporation of The
Network  Connection,  Inc. (the "Company"),  pursuant to Section 14-2-602 of the
Georgia Business Corporation Code.

         NOW THEREFORE, the undersigned hereby certifies as follows:

         FIRST: The name of the corporation is The Network Connection, Inc. (the
"CORPORATION").

RESOLVED,  that  pursuant to Article V of the Articles of  Incorporation  of the
company,  there be and hereby is  authorized  and created a series of  Preferred
Stock,  hereby designated as Series E Convertible  Preferred Stock to consist of
Five Hundred  (500) shares with a par value of $.01 per share and a Stated Value
of  $10,000  per  share  (the  "Stated  Value"),   and  that  the  designations,
preferences and relative, participating,  optional or other rights of the Series
E   Convertible   Preferred   Stock  (the   "Series  E  Preferred   Stock")  and
qualifications, limitations or restrictions thereof, shall be as follows:

                                    ARTICLE 1
                                    DIVIDENDS

     The Series E  Preferred  Shares  shall  bear  dividends  commencing  on the
Issuance Date at the rate of 6% per annum based upon a 365-day  year.  Dividends
shall be payable by the Company to the holder in cash or Common Stock registered
with the u.s.  Securities and Exchange Commission (the "SEC") in accordance with
the  requirements  of Article 2(f) herein.  The number of  registered  shares of
Common Stock to be delivered  pursuant to this Section  shall be  determined  by
dividing the amount of the dividend due and payable by the applicable Conversion
Price.

                                    ARTICLE 2
                HOLDER'S CONVERSION OF SERIES E PREFERRED SHARES

     A holder  of  Series E  Preferred  Shares  shall  have the  right,  at such
holder's  option,  to convert the Series E  Preferred  Shares into shares of the
Company's common stock, $. 001 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) February 1,
     2001 (as defined herein),  (ii) 5 days after receiving a "no-review" status
     from the SEC in connection  with a  registration  statement  ("REGISTRATION
     STATEMENT")  covering the resale of Common Stock issued upon  conversion of
     the Series E  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 E  Preferred  Shares (the  "REGISTRATION  RIGHTS
     AGREEMENT"),  (iii) the date that the  Registration  Statement  is declared
     effective  by the SEC any  holder of  Series E  Preferred  Shares  shall be
<PAGE>
     entitled  to convert  any  Series E  Preferred  Shares  into fully paid and
     nonassessable shares (rounded to the nearest whole share in accordance with
     Section 2(h) below) of Common Stock (the "Initial Conversion Date"), at the
     Conversion Rate (as defined  below);  PROVIDED,  HOWEVER,  that in no event
     other than upon a Mandatory  Conversion pursuant to Section 2(g) hereof, or
     upon a Triggering  Event pursuant to Section 6(e) hereof,  shall any holder
     be entitled to convert  Series E Preferred  Shares in excess of that number
     of Series E 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 4.9% of the  outstanding
     shares of the Common Stock following such  conversion.  For purposes of the
     foregoing  proviso,   the  aggregate  number  of  shares  of  Common  Stock
     beneficially  owned by the  holder and its  affiliates  shall  include  the
     number of shares of Common Stock  issuable upon  conversion of the Series E
     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
     E  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. In the event that the Company
     breaches any of the  representations,  warranties  or  covenants  contained
     herein or in any  agreement  executed in connection  herewith,  the Initial
     Conversion Date shall be accelerated to the date of such breach.

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

                                     10,000
                                ----------------
                                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  lower of the  Fixed  Conversion  Price  and the
          Floating  Conversion  Price,  each  in  effect  as of  such  date,  if
          applicable, and subject to adjustment as provided herein;

               (ii) "FIXED CONVERSION PRICE" means $4.00, subject to adjustment,
          as provided herein;

               (iii)  "FLOATING  CONVERSION  PRICE"  means,  as of any  date  of
          determination,  the amount  obtained  by  multiplying  the  Conversion
          Percentage  in effect as of such date by the Average  Market Price for
          the Common Stock for the five (5) consecutive trading days immediately
          preceding such date;

               (iv) "CONVERSION  PERCENTAGE"  means 80% as adjusted as described
          herein;

                                       2
<PAGE>
               (v) "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;

               (vi) "CLOSING BID PRICE" means,  for any security as of any date,
          the  last  closing  bid  price  on the  Nasdaq  National  Market  (the
          "NASDAQ-NM") as reported by Bloomberg Financial Markets ("BLOOMBERG"),
          or, if the  Nasdaq-NM  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, or if the foregoing do not apply, the
          last  closing  sale  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  sale 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

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

               (viii)  "ISSUANCE  DATE" means the date of issuance of any of the
          Series E Preferred Shares.

               (ix)  "REGISTRATION  RIGHTS  AGREEMENT"  means that  Registration
          Rights  Agreement  by and among the  Company  and the  holders  of the
          Series E Preferred Shares.

          (c) ADJUSTMENT TO CONVERSION  PRICE - REGISTRATION  STATEMENT.  If the
     Registration Statement (i) has not been filed on or before November 1, 2000
     (the "FILING  DEADLINE"),  (ii) is not declared  effective by the SEC on or
     before one February 1, 2001 (THE "REGISTRATION  DEADLINE"),  and, in either
     case,  the Company has not paid the full amount of Late Payment  Penalty by
     the applicable  Late Penalty Due Date (each as defined in the  Registration
     Rights  Agreement),  or (iii) if after the Registration  Statement has been
     declared  effective  by the  SEC,  sales  cannot  be made  pursuant  to the
     Registration  Statement  for any period of ten (10) trading  days  (whether
     because  of a failure  to keep the  Registration  Statement  effective,  to
     disclose such  information as is necessary for sales to be made pursuant to
     the Registration  Statement,  to register sufficient shares of Common Stock
     or  otherwise),  then,  as partial  relief for the damages to any holder by

                                       3
<PAGE>
     reason  of any  such  delay  in or  reduction  of its  ability  to sell the
     underlying  shares of Common Stock (which  remedy shall not be exclusive of
     any other remedies at law or in equity), the Conversion  Percentage and the
     Fixed Conversion Price shall be adjusted as follows:

               (i) CONVERSION  PERCENTAGE.  The Conversion  Percentage in effect
          from time to time, with respect to the Series E Preferred Shares which
          may be converted as permitted by Section 2(a) hereof, shall be reduced
          by a number of percentage points equal to the product of (A) three (3)
          and (B) the sum of (I) the  number of  months  (prorated  for  partial
          months) after the Filing  Deadline or  Registration  Deadline,  as the
          case  maybe,  and  prior to the date  that the  relevant  Registration
          Statement  is  declared  effective  by the SEC and (II) the  number of
          months  (prorated for partial months) that sales cannot be made as set
          forth in  Section  2(c)  above..  (For  example,  if the  Registration
          Statement  becomes effective one and one-half (1 1/2) months after the
          Scheduled  Effective  Date, the Conversion  Percentage with respect to
          the Series E  Preferred  Shares  would  decrease  by four and one half
          percent  (4.5% to 75.5%)  until any  subsequent  adjustment;  if, as a
          further  example,  thereafter  sales could not be made pursuant to the
          Registration  Statement for a period of two (2) additional months, the
          Conversion  Percentage  with respect to the Series E Preferred  Shares
          would  decrease by an additional  six percent  (6%),  for an aggregate
          decrease of seven percent (10.5% to 69.5%).

               (ii) FIXED CONVERSION PRICE. The Fixed Conversion Price in effect
          from time to time with respect to the Series E Preferred  Shares shall
          be reduced by an amount  equal to the product of (A) $4.00 and (B) the
          sum of (I) the number of months  (prorated  for partial  months) after
          the Filing Deadline or Registration  Deadline,  as the case maybe, and
          prior  to  the  date  that  the  Registration  Statement  is  declared
          effective  by the SEC and (II) the  number  of  months  (prorated  for
          partial months) that sales cannot be made as set forth in Section 2(c)
          above. (For example,  if the Registration  Statement becomes effective
          one and one-half (1 1/2) months after the  Scheduled  Effective  Date,
          the Fixed  Conversion  Price with  respect  to the Series E  Preferred
          Shares would be $3.82. until any subsequent adjustment;  if thereafter
          sales could not be made pursuant to the  Registration  Statement for a
          period of two (2) additional  months,  the Fixed Conversion Price with
          respect to the Series E Preferred Shares would then be $3.58).

               (ii) LIMITATION ON REDUCTION OF CONVERSION PERCENTAGE. At no time
          shall the  Conversion  Percentage  (i) be reduced  more than 3% in any
          calendar month period or (ii) be less than 60%.

          (d)  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).

                                       4
<PAGE>
               (i)  ADJUSTMENT OF FIXED  CONVERSION  PRICE UPON  SUBDIVISION  OR
          COMBINATION OF COMMON STOCK. If the Company at any time subdivides (by
          any stock split, stock dividend, recapitalization or otherwise) one or
          more classes of its outstanding  shares of Common Stock into a greater
          number of shares,  the Fixed  Conversion  Price in effect  immediately
          prior to such  subdivision  will be  proportionately  reduced.  If the
          Company at any time combines (by  combination,  reverse stock split or
          otherwise)  one or more  classes of its  outstanding  shares of Common
          Stock into a smaller number of shares,  the Fixed  Conversion Price in
          effect  immediately prior to such combination will be  proportionately
          increased.

               (ii) REORGANIZATION, RECLASSIFICATION,  CONSOLIDATION, MERGER, OR
          SALE.   Any   recapitalization,    reorganization    reclassification,
          consolidation,  merger,  sale  of  all  or  substantially  all  of the
          Company's assets to another Person (as defined below) or other SIMILAR
          transaction  which is  effected  in such a way that  holders of Common
          Stock are  entitled to receive  (either  directly  or upon  subsequent
          liquidation)  stock,  securities  or  assets  with  respect  to  or in
          exchange  for  Common  Stock is  referred  to  herein  as in  "Organic
          Change." Prior to the consummation of any Organic Change,  the Company
          will make appropriate provision (in form and substance satisfactory to
          the  holders  of a  majority  of the Series E  Preferred  Shares  then
          outstanding)  to  insure  that  each of the  holders  of the  Series E
          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 E 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 E 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 E Preferred Shares then  outstanding)  with respect to such
          holders'  rights and  interests to insure that the  provisions of this
          Section 2(d) and Section 2(e) below will  thereafter  be applicable to
          the Series E 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 E  Preferred  Shares  then
          outstanding),  the  obligation  to deliver to each  holder of Series E
          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.

                                       5
<PAGE>
               (iii) NOTICES.

                    (A) Immediately upon any adjustment of the Conversion Price,
               the Company  will give written  notice  thereof to each holder of
               Series E 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 E 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 E 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.

          (e)  PURCHASE  RIGHTS.  If at any time the Company  grants,  issues or
     sells any  Options,  Convertible  Securities  or rights to purchase  stock,
     warrants,  securities or other  property pro rata to the record  holders of
     any class of Common  Stock (the  "PURCHASE  RIGHTS"),  then the  holders of
     Series E Preferred  Shares  will be  entitled  to  acquire,  upon the terms
     applicable to such Purchase  Rights,  the aggregate  Purchase  Rights which
     such  holder  could  have  acquired  if such  holder had held the number of
     shares of Common Stock acquirable upon complete  conversion of the Series E
     Preferred Shares immediately before the date an which a record is taken for
     the grant issuance or sale of such Purchase  Rights,  or, if no such record
     is taken, the date as of which the record holders of Common Stock are to be
     determined for the grant, issue or sale of such Purchase Rights.

          (f) 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 5 below:

               (i) HOLDER'S DELIVERY REQUIREMENTS. To convert Series E 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 as soon as
          practicable   following   such   date,   the   original   certificates
          representing  the Series E 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. Upon such conversion by
          any such holders the 6% per annum  premium  which has accrued shall be
          payable  hereunder  shall be paid in cash or common  stock (based upon
          the Conversion Price) at such time at the election of the Company.

                                       6
<PAGE>
               (ii)  COMPANY'S  RESPONSE.  Upon  receipt  by  the  Company  of a
          facsimile  copy of a Conversion  Notice,  the Company shall as soon as
          practicable  send,  via Facsimile,  a confirmation  of receipt of such
          Conversion  Notice to such holder.  Upon receipt by the Company or the
          Transfer  Agent of the Preferred  Stock  Certificates  to be converted
          pursuant to a Conversion Notice, together with the originally executed
          Conversion  Notice,  the Company or the Transfer Agent (as applicable)
          shall,  within five (5) business  days  following the date of receipt,
          (A) issue and surrender to a common carrier for overnight  delivery to
          the address as  specified in the  Conversion  Notice,  a  certificate,
          registered in the name of the holder or its  designee,  for the number
          of shares of Common Stock to which the holder shall be entitled or (B)
          credit  the  aggregate  number of shares of Common  Stock to which the
          holder  shall be entitled to the  holder's or its  designee's  balance
          account at The Depository  Trust Company and (C) pay any dividends due
          to holder or its designee.

               (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
          two (2) 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 or any dividends due and payable 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  E
          Preferred  Shares  shall be  treated  for all  purposes  as the record
          holder or holders  of such  shares of Common  Stock on the  Conversion
          Date.

               (v)  COMPANY'S  FAILURE TO TIMELY  CONVERT.  If the Company shall
          fail to issue to a holder within five (5) business days  following the
          date of receipt by the Company of the Preferred Stock  Certificates to
          be converted  pursuant to a Conversion  Notice,  a certificate for the
          number of shares of Common Stock to which such holder is entitled upon
          such holder's  conversion of Series E Preferred Shares, in addition to
          all other  available  remedies which such holder may pursue  hereunder
          and under the Securities  Purchase  Agreement  between the Company and
          the initial holders of the Series E Preferred  Shares (the "SECURITIES
          PURCHASE AGREEMENT") (including  indemnification pursuant to Section 8

                                       7
<PAGE>
          thereof),  the Company shall pay additional  damages to such holder on
          each day after the fifth  (5th)  business  day  following  the date of
          receipt by the Company or the Transfer  Agent of the  Preferred  Stock
          Certificates to be converted  pursuant to the Conversion  Notice,  for
          which such conversion is not timely effected,  an amount calculated in
          accordance with the following schedule:

                                                    LATE PAYMENT FOR EACH
                  PRINCIPAL AMOUNT BEING             SERIES E PREFERRED
                  NO. BUSINESS DAYS LATE               SHARE CONVERTED
                  ----------------------            ---------------------
                             1                              $  100
                             2                              $  200
                             3                              $  300
                             4                              $  400
                             5                              $  500
                             6                              $  600
                             7                              $  700
                             8                              $  800
                             9                              $  900
                            10                              $1,000

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

          (h) 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  E  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.  If,  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.

                                    ARTICLE 3
                    COMPANY'S RIGHT TO REDEEM AT ITS ELECTION

     (a) (1) Until  February 1, 2001, or (2) at any time on or after February 1,
2001,  as  long as the  Company  has not  breached  any of the  representations,
warrants,  and  covenants  contained  herein or in any related  agreements,  the
Company shall have the right, in it sole discretion,  to redeem  ("REDEMPTION AT

                                       8
<PAGE>
COMPANY'S  ELECTION"),  from time to time,  any or all of the Series E Preferred
Stock:  provided (i) Company shall first  provide ten (10) days advance  written
notice as provided in subparagraph 3(a)(ii) and (ii) that the Company shall only
be entitled to redeem Series E Preferred Stock having an aggregate  Stated Value
(as defined  below) of at least Two Hundred Fifty Thousand  Dollars  ($250,000);
provided,  however,  that after February 1, 2001, the Company's  right to redeem
hereunder  is subject to the  condition  that the  Company is not in breach of a
representation,  warranty  or  covenant  contained  herein  or  in  any  related
agreement.  If the Company  elects to redeem some,  but not all, of the Series E
Preferred  Stock, the Company shall redeem a pro-rata amount from each Holder of
the Series E Preferred Stock.

               (i) REDEMPTION PRICE AT COMPANY'S ELECTION. The "REDEMPTION PRICE
          AT COMPANY'S ELECTION" shall be calculated as (a) 110% of Stated Value
          for the first 90 days  following  the Issuance  Date,  (b) 120% of the
          Stated Value for the period  beginning 90 days after the Issuance Date
          and ending 180 days after the Issuance  Date and (c) an  additional 3%
          shall be  added to 120% of the  Stated  Value  for each 30 day  period
          thereafter,  of the Series E Preferred Stock;  provided,  however that
          the  Redemption  Price  at  Company's  Election  shall  in no event be
          greater than 140% of the Stated Value. In addition,  if any time prior
          to August 2, 2002, the Conversion Price is equal to or less than $1.75
          per share,  prior to any  adjustment  as  provided  herein the Company
          shall have the right,  in it sole  discretion,  to redeem from time to
          time,  any or all of the Series E Preferred  Stock at a price equal to
          125% of the Stated  Value:  provided (i) Company  shall first  provide
          twenty  four hours (24) hours  advance  written  notice by  facsimile,
          federal express and email as provided in subparagraph  3(a)(ii) below,
          and (ii) that the Company  shall only be  entitled to redeem  Series E
          Preferred Stock having an aggregate Stated Value (as defined below) of
          at least Two Hundred and Fifty Thousand Dollars ($250,000) (the "FLOOR
          PRICE REDEMPTION"). If the Company elects to redeem some, but not all,
          of the Series E Preferred  Stock,  the Company shall redeem a pro-rata
          amount from each Holder of the Series E Preferred 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  (except  that in the case of the  Floor  Price
          Redemption  the  Company  must  provide  24 hours  facsimile,  federal
          express  and  email  notice)   ("NOTICE  OF  REDEMPTION  AT  COMPANY'S
          ELECTION") to (A) the Holders of the Series E Preferred Stock selected
          for  redemption  at the  address and  facsimile  number of such Holder
          appearing in the Company's  Series E Preferred  Stock register and (B)
          the Transfer Agent,  which Notice of Redemption At Company's  Election
          (except in the case of the Floor Price  Redemption) 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 E 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, except in the case
          of a Floor Price Redemption  (where upon receipt thereof by the Holder
          no further  conversions  by the Holder,  with respect  thereof will be

                                       9
<PAGE>
          permitted unless the Company fails to abide by the terms of redemption
          described  in this Article 3),  Holder may convert into Common  Stock,
          prior  to  actual  receipt  of a Notice  of  Redemption  at  Company's
          Election,  any Series E Preferred Stock which it is otherwise entitled
          to convert,  including Series E 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  OR  CREDIT
     FACILITIES. The Company shall not be entitled to send any Redemption Notice
     and begin the redemption procedure under Sections 3(a) unless it has:

               (i) the full amount of the redemption price to cash, available in
          a demand or other  immediately  available account in a bank or similar
          financial institution; or

               (ii) immediately available credit facilities,  in the full amount
          of the redemption price with a bank or similar financial  institution,
          or

               (iii) an agreement with a standby underwriter willing to purchase
          from the  Company a  sufficient  number of shares of stock to  provide
          proceeds  necessary to redeem any stock that is not converted prior to
          redemptions; or

               (iv) a combination of the items set forth in (i), (ii), and (iii)
          above, aggregating the full amount of the redemption price.

          (c) PAYMENT OF  REDEMPTION  PRICE.  Each Holder  submitting  Preferred
     Stock  being  redeemed  under  this  Section 3 shall  send  their  Series E
     Preferred Stock Certificates 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.  Failure by the Company to pay the redemption  price in full when
     due  shall  result  in  a  forfeiture  and  termination  of  the  Company's
     redemption rights as described in this Section (3).

                                    ARTICLE 4

     (a) 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 E 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 E Preferred  Stock for  purposes of such rule)  equals
19.99% of the "Outstanding Common Amount" (as hereinafter defined), the Series E
Preferred  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 E 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
E Preferred  Stock that were issued upon  conversion of Series E Preferred Stock
that were issued upon conversion of Series E Preferred Stock) (the  "STOCKHOLDER
APPROVAL"),  or (ii) conversion of Series E Preferred Stock, or (iii) shall have

                                       10
<PAGE>
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 E 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 E 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 E 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.

                                    ARTICLE 5
                           INABILITY TO FULLY CONVERT

     (a) HOLDER'S  OPTION IF COMPANY CANNOT FULLY CONVERT.  If at any time after
the earlier to occur of (i) effectiveness of the Registration  Statement or (ii)
sixty (60) days after the Scheduled  Effective Date, upon the Company's  receipt
of a Conversion  Notice, the Company does not issue shares of Common Stock which
are  registered  for resale  under the  Registration  Statement  within five (5)
business days of the time required in accordance  with Section 2(f) hereof,  for
any reason or for no reason, including, without limitation,  because the Company
(x) does not have a sufficient  number of shares of Common Stock  authorized and
available,  (y) is otherwise  prohibited  by  applicable  law or by the rules or
regulations  of any  stock  exchange,  interdealer  quotation  system  or  other
self-regulatory   organization   with  jurisdiction  over  the  Company  or  its
Securities,  including without limitation the Nasdaq-Small Cap, from issuing all
of the  Common  Stock  which is to be issued  to a holder of Series E  Preferred
Shares pursuant to a Conversion  Notice or (z) fails to have a sufficient number
of  shares  of  Common  Stock  registered  and  eligible  for  resale  under the
Registration  Statement,  then the Company  shall issue as many shares of Common
Stock as it is able to issue in accordance with such holder's  Conversion Notice
and pursuant to Section 2(f) above and, with respect to the unconverted Series E
Preferred Shares, the holder,  solely at such holder's option,  can, in addition
to any other  remedies  such  holder may have  hereunder,  under the  Securities
Purchase Agreement (including  indemnification  under Section 8 thereof),  under
the Registration Rights Agreement, at law or in equity, elect to:

                                       11
<PAGE>
          (i) require the  Company to redeem  from such  holder  those  Series E
     Preferred  Shares for which the Company is unable to issue  Common Stock in
     accordance with such holder's Conversion Notice ("MANDATORY REDEMPTION") at
     a price per Series E Preferred  Share (the  "MANDATORY  REDEMPTION  PRICE")
     equal to the greater of (x) 130% of the Liquidation Value of such share and
     (y) the Redemption Rate as of such Conversion Date;

          (ii) if the Company's  inability to fully  convert  Series E Preferred
     Shares is pursuant to Section  5(a)(z) above,  require the Company to issue
     restricted  shares  of  Common  Stock  in  accordance  with  such  holder's
     Conversion Notice and pursuant to Section 2(f) above; or

          (iii) void its Conversion  Notice and retain or have returned,  as the
     case may be, the  nonconverted  Series E  Preferred  Shares that were to be
     converted pursuant to such holder's Conversion Notice.

     (b)  MECHANICS  OF  FULFILLING   HOLDER'S   ELECTION.   The  Company  shall
immediately  send via facsimile to a holder of Series E Preferred  Shares,  upon
receipt of a facsimile copy of a Conversion Notice from such holder which cannot
be fully satisfied as described in Section 5(a) above, a notice of the Company's
inability to fully satisfy such holder's  Conversion  Notice (the  "INABILITY TO
FULLY CONVERT  NOTICE").  Such  Inability to Fully Convert Notice shall indicate
(i) the  reason  why the  Company  is  unable  to fully  satisfy  such  holder's
Conversion Notice,  (ii) the number of Series E Preferred Shares which cannot be
converted and (iii) the applicable  Mandatory Redemption Price. Such holder must
within five (5)  business  days of receipt of such  Inability  to Fully  Convert
Notice deliver written notice via facsimile to the Company  ("NOTICE IN RESPONSE
TO INABILITY TO CONVERT") of its election pursuant to Section 5(a) above.

     (c) PAYMENT OF  REDEMPTION  PRICE.  If such holder  shall elect to have its
shares  redeemed  pursuant  to Section  5(a) above,  the  Company  shall pay the
Mandatory Redemption Price in cash to such holder within thirty (30) days of the
Company's receipt of the holder's Notice in Response to Inability to Convert. If
the Company shall fail to pay the applicable  Mandatory Redemption Price to such
holder on a timely basis as described in this Section 5(c) (other than  pursuant
to a dispute as to the  determination of the Closing Bid Price or the arithmetic
calculation of the Redemption  Rate),  such unpaid amount shall bear interest at
the rate of 2.5% per month  (prorated  for partial  months)  until paid in full.
Until the full Mandatory  Redemption Price is paid in full to such holder,  such
holder  may  void the  Mandatory  Redemption  with  respect  to  those  Series E
Preferred Shares for which the full Mandatory Redemption Price has not been paid
and receive back such Series E Preferred Shares.  Notwithstanding the foregoing,
if the Company fails to pay the  applicable  Mandatory  Redemption  Price within
such thirty (30) days time  period due to a dispute as to the  determination  of
the Closing Bid Price or the arithmetic calculation of the Redemption Rate, such
dispute  shall be  resolved  pursuant to Section  2(f)(iii)  above with the term
"CLOSING BID PRICE" being  substituted  for the term "AVERAGE  MARKET PRICE" and
the term, "REDEMPTION RATE" being substituted for the term "CONVERSION RATE."

     (d) PRO-RATA CONVERSION AND REDEMPTION. In the event the Company receives a
Conversion  Notice from more than one holder of Series E Preferred Shares on the
same day and the Company can convert and redeem some, but not all, of the Series

                                       12
<PAGE>
E Preferred  Shares  pursuant to this Section 5, the Company  shall  convert and
redeem from each holder of Series E Preferred  Shares  electing to have Series E
Preferred  Shares  converted  and  redeemed at such time an amount equal to such
holder's  pro-rata amount (based on the number of Series E Preferred Shares held
by such holder relative to the number of Series E Preferred Shares  outstanding)
of all Series E Preferred Shares being converted and redeemed at such time.

                                    ARTICLE 6
                           REISSUANCE OF CERTIFICATES

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

                                    ARTICLE 7
                              RESERVATION OF SHARES

     The  Company  shall,  so long as any of the Series E  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 E
Preferred  Shares,  at least  150% of number of Shares of Common  Stock as shall
from time to time be sufficient to affect the  conversion of all of the Series E
Preferred Shares and Warrant Shares then outstanding.

                                    ARTICLE 8
                                  VOTING RIGHTS

     Holders of Series E Preferred Shares shall have no voting rights, except as
required  by law,  including  but not limited to the  Georgia  General  Business
Corporation Code and as expressly provided in this Certificate of Designations.

                                    ARTICLE 9
                      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 E 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 E
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 E Preferred Share equal to the sum of (i) $10,000 and (ii) all
accrued but unpaid  dividends on such shares (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 E 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 E Preferred  Shares as to  payments  of  Preferred
Funds (the "PARI PASSU SHARES"),  then each holder of Series E Preferred  Shares

                                       13
<PAGE>
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 E 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 E 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.

                                   ARTICLE 10
                                 PREFERRED RATE

     All  shares  of  Common  Stock  shall  be of  junior  rank to all  Series E
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 E Preferred Shares.  The Series E Preferred Shares shall be
of  greater  than or pari passu  with any  Series of Common or  Preferred  Stock
heretofore  issued by the Company.  Without the prior express written consent of
the holders of not less than two-thirds (2/3) of the then  outstanding  Series E
Preferred Shares, the Company shall not hereafter  authorize or issue additional
or other capital  stock that is of senior rank to the Series E 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 two-thirds  (2/3) of the
then  outstanding  Series E Preferred  Shares,  the Company  shall not hereafter
authorize or make any amendment to the Company's Certificate of Incorporation or
bylaws,  or make any  resolution  of the  board of  directors  with the  Georgia
Secretary of State  containing any provisions,  which would adversely  affect or
otherwise impair the rights or relative  priority of the holders of the Series E
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 E Preferred  Shares
shall maintain their relative powers, designations, and preferences provided for
herein and no merger shall result inconsistent therewith.

                                   ARTICLE 11
                     RESTRICTION ON REDEMPTION AND DIVIDENDS

     (a)  RESTRICTION  ON  DIVIDEND.  If  any  Series  E  Preferred  Shares  are
outstanding,  without the prior  express  written  consent of the holders of not
less than two-thirds  (2/3) of the then outstanding  Series E 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 E  Preferred  Shares at least 30
days prior to the earlier of (a) the record date taken for or (b) the payment of
any such dividend or other  distribution.  Notwithstanding  the foregoing,  this
Section  10(a)  shall not  prohibit  the  Company  from  declaring  and paying a

                                       14
<PAGE>
dividend in cash with respect to the Common  Stock so long as the  Company:  (i)
pays  simultaneously  to each holder of Series E  Preferred  Shares an amount in
cash  equal to the  amount  such  holder  would  have  received  had all of such
holder's  Series E 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 E Preferred Shares under clause 10(a)(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) 130% 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.

     (b) RESTRICTION ON REDEMPTION.  Except as otherwise provided herein, if any
Series E Preferred  Shares are  outstanding,  without the prior express  written
consent of the holders of not less than two-thirds (2/3) of the then outstanding
Series E Preferred Shares,  the Company shall not directly or indirectly redeem,
purchase or otherwise acquire from any person or entity other than from a direct
or indirect wholly-owned  subsidiary of the Company, or permit any subsidiary of
the Company to redeem,  purchase or otherwise  acquire from any person or entity
other  than  from  the  Company  or  another  direct  or  indirect  wholly-owned
subsidiary  of the Company,  any of the  Company's or any  subsidiary's  capital
stock or other  equity  securities  (including,  without  limitation,  warrants,
options  and  other  rights  to  acquire  such  capital  stock or  other  equity
securities).

                                   ARTICLE 12
              VOTE TO CHANGE THE TERMS OF SERIES E 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 two-thirds
(2/3) of the then outstanding  Series E 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 E Preferred Shares.

                                   ARTICLE 13
                           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 E Preferred  Shares,  and, in the case of loss, theft or
destruction,  of any  indemnification  undertaking  by the holder to the Company
and, in the case of mutilation, upon surrender and cancellation of the Preferred
Stock Certificate(s),  the Company shall execute and deliver new preferred stock
certificate(s) of like tenor and date; provided,  however, the Company shall not
be  obligated  to  re-issue   preferred   stock   certificates   if  the  holder
contemporaneously requests the Company to convert such Series E Preferred Shares
into Common Stock.

                                       15
<PAGE>
                                   ARTICLE 14
                           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 E 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 E Preferred Share on the holder of
such Series E  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 E 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 E  Preferred  Share on the holder of such
Series E 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 E
Preferred  Share on the holder of such Series E Preferred  Shares  executing and
delivering  to the  Company,  at the  election  of the  holder,  either:  (i) if
applicable,  a properly  completed Internal Revenue Service Form 4224, or (a) an
indemnification  agreement in reasonably  acceptable  form,  with respect to any
federal tax  liability,  penalties  and  interest  that may be imposed  upon the
Company by the Internal Revenue Service as a result of the Company's  failure to
withhold in connection with such  distribution to such holder. If the conditions
in the preceding two  sentences  are fully  satisfied,  the Company shall not be
required  to pay any  additional  damages  set forth in Section  2(f)(v) of this
Certificate  of  Designations  if its failure to timely  deliver any  Conversion
Shares results solely from the holder's  failure to deposit any  withholding tax
hereunder or provide to the Company an executed indemnification agreement in the
form reasonably satisfactory to the Company.

                                   ARTICLE 15

     All other provisions of the Articles of  Incorporation,  as amended,  shall
remain in full force and effect.

                                   ARTICLE 16

     Each  amendment set forth above was duly approved by the Board of Directors
of the Corporation with  shareholder  approval in accordance with the provisions
of Section 14-2-821 of the Georgia Business Corporation Code on August 2, 2000.

                                       16
<PAGE>
     IN  WITNESS  WHEREOF,   the  Company  has  caused  this  Amendment  to  the
Certificate of Incorporation to be signed by its duly authorized  officers as of
the day first above written

                                       THE NETWORK CONNECTION, INC.



                                       By: /s/ Morris C. Aaron
                                           -------------------------------------
                                       Name: Morris C. Aaron
                                       Title: Chief Financial Officer

                                       17
<PAGE>
                                    EXHIBIT I

                          THE NETWORK CONNECTION, INC.
                                CONVERSION NOTICE

     Reference  is  made  to  the  Article  of  Amendment  to  the  Articles  of
Incorporation of The Network Connection,  Inc. (the "ARTICLES OF AMENDMENT"). In
accordance with and pursuant to the Certificate of Designations, the undersigned
hereby elects to convert the number of shares of Series E Convertible  Preferred
Stock,  $.001 par value per share  (the  "SERIES E  PREFERRED  SHARES"),  of The
Network Connection, Inc., a Georgia corporation (the "COMPANY"), indicated below
into shares of Common Stock, $.001 par value per share (the "COMMON STOCK"),  of
the Company, by tendering the stock certificate(s)  representing the share(s) of
Series E 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 E 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 E
                                     Preferred Shares to be converted

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

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

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

Please confirm the following information:

                                     Conversion Price:

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

                                     Number  of shares of Common
                                     Stock to be issued:
                                     -------------------------------------------

                                     -------------------------------------------
<PAGE>
     Dividend  Payment Due in Cash or Stock  please  issue the Common Stock into
which the Series E 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:

THE NETWORK CONNECTION, INC.

By:
    --------------------------------
Name:
      ------------------------------
Title:
      ------------------------------
Date:
      ------------------------------

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

                                       2