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                           [BROADWAY & SEYMOUR LOGO]


                            BROADWAY & SEYMOUR, INC.
              Incorporated under the Laws of the State of Delaware

      NUMBER                                                         SHARES

BSIS                                         

     COMMON STOCK                                     CUSIP 111433 10 8
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

   THIS CERTIFIES THAT




   is the owner of

   fully paid and non-assessable Shares, par value $.01 each, of the Common 
   Stock of

BROADWAY & SEYMOUR, INC. transferable on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.

     This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.

     WITNESS the facsimile seal of the Corporation and the facsimile signatures 
of its duly authorized officers.

Dated:


/s/ Lillian N. Wilson         (CORPORATE SEAL)       /s/ Alan C. Stanford

            Secretary                                Chairman of the Board
                                                     and Chief Executive Officer

COUNTERSIGNED AND REGISTERED:

         EquiServe Trust Company, N.A.

         TRANSFER AGENT AND REGISTRAR

BY:

         AUTHORIZED SIGNATURE
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This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement between Broadway & Seymour, Inc. and
EquiServe Trust Company, N.A., dated as of April 14, 1999, as the same may be
amended from time to time (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of Broadway & Seymour, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Broadway & Seymour, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor. Under certain circumstances, as set forth in the
Rights Agreement, Rights beneficially owned by or transferred to any Person who
is or becomes an Acquiring Person or an Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement) and certain transferees thereof may
become null and void and may no longer by transferable.


                            BROADWAY & SEYMOUR, INC.

The Corporation is authorized to issue shares of Preferred Stock, $.01 par
value, in series, each such series having the powers, preferences, designations
and relative participating, optional or other special rights as may be
determined by the Board of Directors. The Corporation will furnish without
charge to each stockholder who so requests a statement summarizing the rights
of any Preferred Stock or series thereof outstanding from time to time.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JT TEN  - as joint tenants with right of
                   survivorship and not as tenants
                   in common

         UNIF GIFT MIN ACT -          Custodian
                            ----------          ----------
                            (Cust)              (Minor)
                            under Uniform Gifts to Minors
                            Act
                               --------------------------
                                        (State)

    Additional abbreviations may also be used though not in the above list.


For value received, ____________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________

______________________________________


_______________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

_______________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated _________________

                  ______________________________________________________________
         NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
                  AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY 
                  PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                  WHATEVER.

SIGNATURE(S) GUARANTEED: _______________________________________________________
                        THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE 
                        GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
                        LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
                        AN APPROVED SIGNATURE MEDALLION PROGRAM), PURSUANT TO 
                        S.E.C. RULE 17Ad-15.