AutoCoded Document






WAIVER
AND FIRST AMENDMENT TO LOAN AGREEMENT



     THIS
WAIVER AND FIRST AMENDMENT TO LOAN AGREEMENT (“Waiver and First  Amendment”),
is entered into effective as of March 1, 2004, by and between  FIRSTWAVE TECHNOLOGIES,
INC. (the “Borrower”) and RBC CENTURA BANK  (“Bank”).



     A.
   Bank has extended certain financial  accommodations  to Borrower
pursuant to that  certain Loan Agreement ("Loan  Agreement"),  dated as of July
29, 2003. 



     B.
   Borrower has informed Bank that it is currently in default under the
Loan  Agreement due  to the Borrower’s failure to comply with certain financial
maintenance covenants  under Article IX of the Loan Agreement.



     C.
   Borrower has requested that Bank waive any Default Conditions or Events
of  Default caused by Borrower’s failure to be in compliance with the financial
maintenance covenants and to amend the Loan Agreement to change the requirements  of
those financial maintenance covenants.



     D.
   Bank is willing to waive such  non-compliance  and to amend the terms
of the Loan  Agreement upon the terms and conditions set  forth herein.



     NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of  which are
hereby acknowledged, Borrower and Bank hereby agree as follows:



          1.
  Definitions. Capitalized terms used in this Waiver
and First Amendment and not otherwise defined herein shall have the meanings
ascribed to those terms in the Loan Agreement.



          2.
  Waiver. Borrower hereby acknowledges that an Event of Default exists under  Section
10.1(b) of the Loan Agreement. Subject to Section 11.14 of the Loan  Agreement and
pursuant to Borrower’s request, Bank hereby waives, effective  as of December 31,
2003, the existing Default Conditions and Events of Default  caused by Borrower’s
failure to comply with the financial maintenance  covenants referred to in Article IX of
the Loan Agreement; specifically,  Borrower’s failure to maintain compliance with
the Quick Ratio and Tangible  Net Worth covenants as of the Borrower’s fiscal
quarter ended December 31,  2003. Borrower acknowledges and agrees that this waiver is
specific to the  matters referred to herein and that Bank does not waive Borrower’s
compliance with, or any of its rights with respect to, Borrower’s  obligations to
Bank under the Loan Agreement and the other Loan Documents, all  of which Borrower
acknowledges, are unaffected by this waiver.



          3.
  Amendments.



	a. 	 	Financial
Covenants. The Loan Agreement is hereby amended by deleting Section D. of  Attachment
5 to the Loan Agreement in its entirety and substituting therefor a new  Section D. in
lieu thereof to read as follows:




















	D. 	 	 Financial
Maintenance Covenants (Article IX).







	1. 	 	 Quick
Ratio. A ratio of (i) unrestricted cash and equivalents plus Net Accounts  Receivable
to (ii) Indebtedness of Borrower, any Guarantor and any of their respective  Subsidiaries
and Affiliates, in favor of Bank or any of Bank’s Affiliates (including,  without
limitation, any Permitted Indebtedness in favor of Bank or any of Bank’s
Affiliates) of at least 3.00 to 1.00.







	2. 	 	 Tangible
Net Worth.  Tangible Net Worth of  at least $3,500,000.  For purposes of this
Attachment,  "Tangible Net Worth" means the total of Shareholders'  Equity less
Intangibles.







	b. 	 	Affirmative
Covenants. The Loan Agreement is hereby amended by adding to Section A. of Attachment
5 thereto the following additional Affirmative Covenants under Article VII to read as
follows:







	2. 	 	 Borrower
shall transfer all of its United Kingdom-based  bank accounts to RBC U.K. not later than
April 30, 2004.







	3. 	 	 Borrower
shall maintain a minimum cash balance in its principal depository accounts with  Bank of
at least $750,000 at all times.







          4.
  Forbearance. Borrower acknowledges and agrees that the effectiveness of the  waiver
and forbearance of the Events of Default set forth herein and the  amendments to the Loan
Agreement to be made hereby are expressly conditioned  upon Borrower’s reimbursing
Bank for all costs and expenses Bank has  incurred in connection with such waiver and
forbearance and that the additional  covenants set forth herein are in consideration of
such waiver, forbearance, and  amendments.



          5.
  No Additional Waiver; Reaffirmation. Except as otherwise provided herein,  the terms
of the Loan Agreement and the other Loan Documents remain in full  force and effect.
After giving effect to this Waiver and First Amendment,  Borrower hereby (a) renews and
reaffirms all representations and warranties set  forth in the Loan Agreement and the
other Loan Documents, (subject to any  changes therein expressly permitted by the Loan
Agreement and the other Loan  Documents), and certifies that all such representations and
warranties are true  and correct in all material respects as of the date hereof (other
than those  representations and warranties made as of or specifically relating to an
earlier  date), and (b) certifies that no Default Condition or Event of Default exists or
is continuing under the Loan Agreement, other than as referred to herein, and  that
Borrower and each of the Guarantors is in full compliance with all of their  respective
obligations under the Loan Agreement and the other Loan Documents.


















           6.
  Joinder By Guarantors. By their execution hereof, the Guarantors hereby  acknowledge
and agree to the terms of this Waiver and First Amendment and agree  that they each
continue to be subject to all of the obligations of Borrower as  set forth in the Loan
Agreement, as amended hereby, and the other Loan  Documents.



          7.
  References.  All  references  to the "Loan  Agreement,"  contained  in the Loan
Agreement  itself or in any of the other Loan  Documents, shall refer to the Loan
Agreement as amended hereby. 



          8.   Counterparts. This Waiver and First Amendment may be executed in two or more
counterparts, as contemplated by Section 11.18 of the Loan Agreement.



          9.   Governing Law. This Waiver and First Amendment shall be governed by Georgia law, as
provided in Section 11.12 of the Loan Agreement.



     IN
WITNESS WHEREOF, the undersigned have executed this Waiver and First Amendment
as of the date first above written.




BANK:




RBC CENTURA
BANK
 
By: /s/
Joseph B. Singer
Joseph
B. Singer
Vice President — Georgia Markets




BORROWER: 



	FIRSTWAVE TECHNOLOGIES,
INC.	    







	
By: /s/ Richard T. Brock
Richard T. Brock
CEO and Chairman	Witness:
 
/s/ Judith A. Vitale
Print Name: Judith A. Vitale 










GUARANTOR:



	CONNECT-CARE, INC.
 

By: /s/ Richard T. Brock
Name: Richard T. Brock 
Title: CEO and Chairman	
Witness:
 
/s/ Judith A. Vitale
Print Name: Judith A. Vitale











GUARANTOR:



	FIRSTWAVE TECHNOLOGIES
UK, LIMITED
 

By: /s/ Richard T. Brock
Name: Richard T. Brock 
Title: CEO and Chairman 	
Witness:
 
/s/ Judith A. Vitale
Print Name: Judith A. Vitale