NFRONT INC, S-1/A, 1999-06-01

NFRONT INC
S-1/A, 1999-06-01
BUSINESS SERVICES, NEC

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1999

REGISTRATION NO. 333-76955

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

AMENDMENT NO. 1 TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
NFRONT, INC.
(Exact Name of Registrant as Specified in its Charter)
---------------------

<TABLE>
<S> <C> <C>
GEORGIA 7375 58-2242756
(State or other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>

---------------------
520 GUTHRIDGE COURT, NW, SUITE 100
NORCROSS, GA 30092
770-209-4460
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
---------------------
BRADY L. "TRIPP" RACKLEY III
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
NFRONT, INC.
520 GUTHRIDGE COURT, NW, SUITE 100
NORCROSS, GA 30092
(770) 209-4460
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
---------------------
COPIES TO:

<TABLE>
<S> <C>
WARD S. BONDURANT, ESQ. WILLIAM G. ROCHE, ESQ.
VIRGINIA A. JOHNSON, ESQ. WILLIAM R. SPALDING, ESQ.
MORRIS, MANNING & MARTIN, L.L.P. KING & SPALDING
1600 ATLANTA FINANCIAL CENTER 191 PEACHTREE STREET
3343 PEACHTREE ROAD, N.E. ATLANTA, GEORGIA 30303
ATLANTA, GEORGIA 30326 (404) 572-4600
(404) 233-7000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value............. 4,485,000 Shares $11 $49,335,000 $13,715(3)
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes 585,000 shares subject to the underwriters' over-allotment option.

(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.

(3) Includes $13,622 previously paid.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATIONSTATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JUNE 1, 1999

PROSPECTUS

3,900,000 SHARES

[COMPANY LOGO]

NFRONT, INC.

COMMON STOCK

This is an initial public offering of common stock by nFront, Inc. Of the
3,900,000 shares of common stock being sold in this offering, 3,500,000 shares
are being sold by nFront and 400,000 shares are being sold by selling
shareholders. nFront will not receive any of the proceeds from the sale of
shares by the selling shareholders. The estimated initial public offering price
is between $9.00 and $11.00 per share.

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

We have applied to have the common stock approved for quotation on the
Nasdaq National Market under the symbol NFNT.

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

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- --------
<S> <C> <C>
Initial public offering price.............................. $ $
Underwriting discounts and commissions..................... $ $
Proceeds to nFront, before expenses........................ $ $
Proceeds to the selling shareholders....................... $ $
</TABLE>

The selling shareholders have granted the underwriters an option for a
period of 30 days to purchase up to 585,000 additional shares of common stock.

-------------------------
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 7.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

HAMBRECHT & QUIST

J.C. BRADFORD&CO.

RAYMOND JAMES & ASSOCIATES, INC.

SOUNDVIEW TECHNOLOGY GROUP

, 1999
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
Prospectus Summary.......................................... 3
Risk Factors................................................ 7
Forward-Looking Statements.................................. 23
Use of Proceeds............................................. 24
Dividend Policy............................................. 24
Capitalization.............................................. 25
Dilution.................................................... 26
Selected Financial Data..................................... 28
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 30
Business.................................................... 42
Management.................................................. 56
Certain Transactions........................................ 63
Principal and Selling Shareholders.......................... 64
Description of Capital Stock................................ 66
Shares Eligible for Future Sale............................. 69
Underwriting................................................ 71
Legal Matters............................................... 73
Experts..................................................... 73
Additional Information...................................... 73
Index to Financial Statements............................... F-1
</TABLE>

nFront, nHome and nBusiness are service marks of nFront. We have applied
for federal registration of "nFront," "nHome" and "nBusiness." This prospectus
also refers to other trademarks and trade names of nFront and other companies.
<PAGE> 4

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this
prospectus. This summary may not contain all of the information that you should
consider before investing in the common stock. You should read the entire
prospectus carefully, including "Risk Factors" and the financial statements,
before making an investment decision.

NFRONT

nFront provides a comprehensive, outsourced solution that enables small to
mid-sized banks to offer their retail and commercial customers banking and
financial services through the Internet. A comprehensive outsourced solution
means that we handle all aspects of our client banks' Internet banking
operations, including the design, implementation and management of their
"Internet branches." Our solution enables our client banks to establish Internet
branches designed to increase customer retention, acquire new customers,
decrease costs, increase fee income and expand the financial products and
services offered to their customers. By creating Internet branches for our
client banks, we enable banks to become the destination on the Web for bank
customers who are increasingly using the Web for their financial management
needs.

Our nHome product provides Internet banking and financial services to a
bank's retail customers, and our nBusiness product provides Internet banking and
financial services to a bank's commercial customers. Through our outsourcing
model, our client banks purchase our products as services, paying us on a
monthly basis depending on the level of usage by their customers. Our Internet
banking data center provides the necessary communications, transaction
processing and data storage services to operate the nFront system. Our
outsourced solution tends to have significantly lower up front costs, lower
overhead for the bank, shorter lead times on initial implementation and
upgrades, better access to qualified personnel and higher quality service and
support than the bank would experience on an in-house basis.

We market our solution to small to mid-sized banks in the United States,
typically with assets of less than $10 billion, through our direct sales force
and through our strategic marketing alliances with other providers of banking
services. We currently generate revenue by charging client banks an
implementation fee for designing their Internet branch web sites and integrating
our system with the banks' core computer systems. We also receive recurring
monthly fees based primarily on the number of bank customers using our products,
as well as other transaction-based fees. As of March 31, 1999, we had 122 client
banks, of which 83 had completed implementation and were operating an Internet
branch. We have more than tripled our base of client banks over the past nine
months, from 40 as of June 30, 1998 to 122 as of March 31, 1999.

nFront was incorporated in Georgia in 1996. Our principal executive office
is located at 520 Guthridge Court, NW, Suite 100, Norcross, Georgia 30092. Our
telephone number is (770) 209-4460. Our web sites are located at www.banking.com
and www.nfront.com. Information contained on our web sites does not constitute a
part of this prospectus.

3
<PAGE> 5

THE OFFERING

<TABLE>
<S> <C>
Common stock offered by nFront..................... 3,500,000 shares
Common stock offered by selling shareholders....... 400,000 shares
Common stock to be outstanding after the
offering......................................... 14,196,152 shares
Use of proceeds.................................... Repayment of debt; expansion of our
business, including sales and
marketing expenditures, product
development and potential future
acquisitions; and for general
corporate purposes, including working
capital.
Proposed Nasdaq National Market
symbol........................................... NFNT
</TABLE>

Unless otherwise noted, all information in this prospectus, including share
and per share information, gives effect to a 50-for-1 common stock split in
January 1998, a 3-for-1 common stock split in September 1998, and a 2.65-for-1
common stock split in May 1999; assumes the conversion of all outstanding shares
of redeemable convertible preferred stock into 2,034,285 shares of common stock
immediately prior to completion of this offering; and assumes no exercise of the
underwriters' over-allotment option.

4
<PAGE> 6

SUMMARY FINANCIAL DATA

This table summarizes our financial data for the periods indicated. The
unaudited pro forma net loss per share reflects the conversion of our redeemable
convertible preferred stock into common stock. Our balance sheet data is
presented:

- on an actual basis;

- on an unaudited pro forma basis to reflect conversion of our redeemable
convertible preferred stock into common stock; and

- on an unaudited pro forma as adjusted basis to reflect conversion of our
redeemable convertible preferred stock into common stock and our receipt
of the estimated net proceeds from the sale of 3,500,000 shares of common
stock offered by nFront at an assumed initial public offering price of
$10.00.

<TABLE>
<CAPTION>
PERIOD NINE MONTHS
FROM JUNE 17, FISCAL ENDED MARCH 31,
1996 (INCEPTION) TO YEAR ENDED -------------------------
JUNE 30, 1997 JUNE 30, 1998 1998 1999
------------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Implementation fees............ $ 358,245 $ 722,859 $581,375 $ 1,728,179
Monthly service fees........... 34,263 185,283 102,929 892,816
Other.......................... 458,643 174,287 149,406 214,095
---------- ---------- -------- -----------
Total revenues............ 851,151 1,082,429 833,710 2,835,090
Operating income (loss)........ 70,993 (573,529) 9,105 (1,853,508)
Net income (loss).............. 48,740 (522,996) 9,107 (1,808,147)
Accretion on redeemable
convertible preferred
stock....................... -- (35,733) -- (204,661)
---------- ---------- -------- -----------
Net income (loss) attributable
to common stock............. $ 48,740 $ (558,729) $ 9,107 $(2,012,808)
========== ========== ======== ===========
Net income (loss) per common
share -- basic and
diluted..................... $ 0.01 $ (0.07) $ 0.00 $ (0.24)
Weighted average shares
outstanding -- basic and
diluted..................... 5,079,167 8,033,223 8,000,090 8,498,844
========== ========== ======== ===========
Unaudited pro forma net loss
per share -- basic and
diluted..................... $ (0.07) $ (0.19)
========== ===========
Unaudited pro forma weighted
average shares outstanding--
basic and diluted........... 8,300,746 10,533,129
========== ===========
OPERATING DATA (AT END OF PERIOD):
Total client banks under
contract....................... 6 40 24 122
Total client banks implemented... 2 20 14 83
Total customers at client banks
using our solution............. * 5,240 3,149 19,648
</TABLE>

* Information not available because prior to fiscal year ended June 30, 1998,
nFront did not bill client banks on the basis of the total customers at client
banks using the nFront solution.

5
<PAGE> 7

<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
--------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
----------- ---------- -----------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents......................... $ 1,530,458 $1,530,458 $32,416,510
Working capital................................... 561,185 561,185 31,749,030
Total assets...................................... 3,802,645 3,802,645 34,688,697
Long-term debt, net of current portion............ 427,540 427,540 --
Redeemable convertible preferred stock............ 2,580,222 -- --
Total stockholders' equity (deficit).............. (1,572,199) 1,008,023 32,623,408
</TABLE>

6
<PAGE> 8

RISK FACTORS

You should consider carefully the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. Additional risks
and uncertainties that are not yet identified or that we currently think are
immaterial may also materially adversely affect our business and financial
condition in the future. Any of the following risks could materially adversely
affect our business, operating results and financial condition and could result
in a complete loss of your investment.

WE HAVE A LIMITED OPERATING HISTORY AND WE CANNOT GUARANTEE WE WILL BECOME
PROFITABLE

We were incorporated in June 1996. Because we have a limited operating
history, an investor in our common stock must consider the risks and
difficulties frequently encountered by early stage companies in new and rapidly
evolving markets, including the Internet banking and electronic commerce
markets. These risks include our ability to:

- successfully expand our sales and marketing efforts;

- maintain our current, and develop new, strategic marketing relationships;

- promote acceptance of our Internet banking services by customers of our
client banks;

- respond effectively to competitive pressures;

- continue to develop and upgrade our technology; and

- attract, retain and motivate qualified personnel.

We cannot guarantee that we will succeed in achieving these goals, and
there can be no assurance we will ever achieve or sustain profitability. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for detailed information on our limited operating history.

WE HAVE A HISTORY OF LOSSES AND ANTICIPATE LOSSES IN THE FUTURE

We incurred net losses of approximately $532,000 for the quarter ended June
30, 1998; $394,000 for the quarter ended September 30, 1998; $249,000 for the
quarter ended December 31, 1998; and $1.2 million for the quarter ended March
31, 1999. At March 31, 1999, we had an accumulated deficit of approximately $2.3
million. We expect to incur significant operating losses on a quarterly basis in
the future.

We will need to generate significant revenues to achieve and maintain
profitability, and we cannot assure you that we will be able to do so. Even if
we do achieve profitability, we cannot assure you that we can sustain or
increase profitability on a quarterly or an annual basis in the future. If our
revenues grow more slowly than we anticipate or if our operating expenses exceed
our expectations, our financial performance will likely be adversely affected.
See "Selected Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

7
<PAGE> 9

OUR FINANCIAL RESULTS COULD FLUCTUATE AND MAY ADVERSELY AFFECT OUR STOCK PRICE

Our financial results have varied on a quarterly basis and could fluctuate
substantially in the future, adversely affecting our stock price. We believe
that quarter-to-quarter comparisons of our financial results are not necessarily
meaningful, and you should not rely on them as an indication of future
performance. These fluctuations may be caused by several factors described below
and elsewhere in this "Risk Factors" section, many of which are beyond our
control. The factors we believe will most likely affect our financial results
include:

- the addition or loss of client banks or strategic marketing alliances;

- variable demand for our Internet banking solutions by our client banks or
their customers;

- the overall level of demand for electronic commerce services,
particularly Internet banking services;

- seasonal trends in purchasing decisions by banks;

- decrease in demand for Internet banking solutions by banks as a result of
their year 2000 remediation efforts or any unforeseen year 2000 problems;

- the productivity of our direct sales force and the sales forces of our
strategic alliance partners, those entities with which we have strategic
marketing alliances;

- the amount and timing of increased expenditures for expansion of our
operations, including the hiring of new employees, capital expenditures
and related costs;

- our ability to continue to enhance, maintain and support our technology;

- the introduction of new or enhanced services by us or our strategic
alliance partners, or other companies that compete with us or our
strategic alliance partners;

- price competition or pricing changes in Internet banking services;

- technical difficulties, system downtime, system failures or Internet
brown-outs; and

- political or economic events and governmental actions affecting Internet
operations or content.

If one or more of these factors or other factors occur, our business could
suffer.

IF OUR REVENUES DO NOT MEET OUR EXPECTATIONS, OUR FINANCIAL RESULTS WILL SUFFER
BECAUSE OUR EXPENSES WILL INCREASE FOR THE REMAINDER OF THE CALENDAR YEAR

We plan to significantly increase our sales and marketing, research and
development and general and administrative expenses throughout the remainder of
calendar year 1999. Our expenses are partially based on our expectations
regarding future revenues, and are largely fixed in nature, particularly in the
short term. As a result, if our revenues in a period do not meet our
expectations, our financial results will likely suffer.

8
<PAGE> 10

OUR SUCCESS DEPENDS UPON THE DEMAND FOR OUR PRODUCTS AND SERVICES IN THE BANKING
INDUSTRY

We expect to derive substantially all of our revenues from products and
services provided to banks, the banks' customers and other participants in the
financial services industry. Accordingly, our future success depends
significantly upon the continued demand for our products and services within
this industry. We believe that important factors in our growth will be the
willingness of the banking industry to pursue technological innovation and
customer demand and acceptance of this innovation. If the rate of adoption by
banks of products like ours were too slow, we could experience reduced demand
for our products and services. In addition, changes in economic conditions and
unforeseen events, including recession, inflation or other adverse occurrences,
may result in a significant decline in the utilization of bank services or
demand for our products and services. Any event that results in decreased
consumer or corporate use of bank services, or increased pressures on banks
toward the in-house development of Internet banking systems, could have a
material adverse effect on our business, financial condition and results of
operations.

THE EXPANDED USE OF THE INTERNET FOR PROVIDING BANKING AND OTHER FINANCIAL
PRODUCTS AND SERVICES IS UNCERTAIN AND MAY AFFECT OUR CUSTOMER BASE AND REVENUE
GROWTH

The market for Internet-based financial services only recently has begun to
develop, and the market demand for our products and services is uncertain.
Critical issues concerning commercial use of the Internet for financial
services, including security, reliability, ease and cost of access and quality
of service, are evolving and may impact the growth of Internet use. We cannot
predict the size of the market for Internet-based financial services or the rate
at which that market will grow. If the market for Internet-based financial
services fails to grow, grows more slowly than anticipated, or becomes saturated
with competitors, our business, financial condition and results of operations
likely would be materially adversely affected. Furthermore, telephone and
personal computer banking systems have been marketed in the past and have not
enjoyed widespread consumer adoption. Accordingly, there can be no assurance
that there will be widespread consumer acceptance of advanced Internet banking
systems, including ours.

We rely on the Internet to provide access to our banking services. Our
business would be adversely affected if Internet use does not continue to grow
or grows more slowly than expected. Internet usage may be inhibited for a number
of reasons, including inadequate network infrastructure, security concerns,
inconsistent quality of service, and unavailability of cost effective,
high-speed access to the Internet. The occurrence of any of these factors could
inhibit the acceptance and adoption of Internet banking.

DECLINE IN DEMAND FOR NHOME OR NBUSINESS COULD AFFECT OUR BUSINESS, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

To date, more than 91% of our revenue has been attributable to fees
generated from our nHome product. Fees generated from the sale of nHome and
related services and from the sale of our nBusiness product, which became
generally available in March 1999, are expected to account for most of our total
revenue for the foreseeable future. As a result, a decline in demand for, or
failure to achieve

9
<PAGE> 11

broad market acceptance of, nHome or nBusiness would have a material adverse
effect on our business, financial condition and results of operations. There can
be no assurance that we will continue to be successful in marketing nHome,
nBusiness or any new or enhanced products and services.

WE MAY EXPERIENCE DELAYS IN DEVELOPING ENHANCEMENTS OF EXISTING PRODUCTS AND
DEVELOPING NEW PRODUCTS; THESE DELAYS MAY AFFECT OUR COMPETITIVENESS

Our future success will depend on our ability to develop, test, sell and
support enhancements of our nHome and nBusiness products and new products on a
timely basis in response to changing bank and bank customer needs, competition,
technological developments and emerging industry standards. The banking and
financial services industry is characterized by rapidly changing technology,
evolving industry standards, emerging competition and frequent new product and
service introductions. These developments could limit the marketability of our
products and services. There can be no assurance that we can successfully
identify new product opportunities and develop and bring new products and
services to market in a timely manner given the rapid evolution of the
electronic banking industry. Our failure to successfully adapt to this rapidly
changing market could adversely affect our business.

OUR SALES CYCLE VARIES AND MAY CAUSE OUR QUARTERLY RESULTS TO FLUCTUATE

The purchase decision relating to our products is typically made by senior
management of our prospective client banks. Due in part to the nature of our
applications and the associated hardware, software and consulting expenditures,
potential client banks tend to be cautious in making purchase decisions. The
purchase of our products involves a commitment of resources and recurring
expense and the attendant delays frequently associated with approving capital
expenditures and reviewing new technologies that affect key operations. Our
client banks' decision-making processes require us to provide a significant
level of education to prospective customers regarding the use and benefits of
our products. We may expend substantial funds and management resources during
the sales cycle and fail to make the sale. Accordingly, our results of
operations for a particular period may be adversely affected if the sales
forecasted for a particular period are delayed or do not otherwise occur.

The time between the date of initial contact with a potential client bank
and the execution of a contract with the bank typically ranges from six weeks
for smaller agreements to three months or longer for larger agreements. The
sales cycle is subject to significant risks and delays over which we have little
or no control, including:

- the banks' budgetary constraints;

- the banks' internal acceptance reviews;

- the success and continued support through the sales efforts of our
strategic alliance partners; and

- the possibility of cancellation or delay of projects by banks.

10
<PAGE> 12

IMPLEMENTATION OF OUR SOLUTION AT NEW CLIENT BANKS MAY TAKE LONGER THAN WE
ANTICIPATE AND COULD ADVERSELY AFFECT OUR OPERATING RESULTS

During the course of an initial bank implementation, we must integrate our
Internet banking software with the bank's core banking software. This involves
installation of an interface to permit communication between our products and
the banks' core banking software. While we have managed integration with over 28
different core banking systems, we may, from time to time, experience some
delays in the integration process, particularly if we do not already have an
established interface for that core banking software. With systems for which we
do not have an available interface, we must develop customized software programs
that enable our Internet banking software and the bank's core banking software
to communicate. A longer integration period will increase the cost of the
implementation, delay the recognition of revenues associated with the
implementation and result in a loss of service-related customer usage fees.
Changes to existing core banking software systems and custom implementations for
larger client banks could also cause integration delays in future
implementations that could have a material adverse effect on our operating
results for subsequent periods.

WE RELY ON OUR STRATEGIC MARKETING ALLIANCES TO GENERATE CUSTOMERS AND REVENUE

We expect that revenues generated from the sale of our products and
services based on leads generated by our strategic alliance partners will
continue to account for a significant portion of our revenues for the
foreseeable future. In particular, we expect that a limited number of our
strategic alliance partners, such as BISYS and BancTec, which are core bank
processing service providers, will account for a substantial portion of our
client bank leads and, therefore, revenues over time. Client banks sold and
billed through the BISYS strategic marketing alliance represented 26% of our
revenue for the nine months ended March 31, 1999. Our agreement with BancTec is
relatively new and has not yet generated material revenues. Our strategic
marketing agreements are typically five year agreements pursuant to which the
strategic alliance partners have agreed to use commercially reasonable efforts
to market the nFront products and services and not to market any other Internet
banking product to their customers. We pay each company with which we have a
strategic marketing alliance a commission based on the revenues generated by our
client banks that are also clients of the strategic alliance partners.

Our strategic marketing alliances are in an early stage of development. If
we lose one or more of our major strategic alliance partners, we may be unable
in a timely manner, or at all, to replace the strategic alliance partners with
other relationships that have comparable customer bases and user demographics.

OUR BUSINESS COULD SUFFER IF CLIENT BANKS TERMINATE THEIR CONTRACTS WITH US AS A
RESULT OF ACQUISITIONS OF THE BANKS OR FOR OTHER REASONS.

Although we have included financial penalties in most of our contracts with
our client banks for early termination without cause, these financial penalties
would be insufficient to replace the monthly service fee revenues that we would
receive if the bank had continued as a customer. As a result of the mergers and
acquisitions occurring in the banking industry today, there is a potential risk
of some of our existing client banks terminating their agreements with us. An
existing client bank

11
<PAGE> 13

may be acquired by or merged with another bank that utilizes a different
Internet banking system or does not desire to continue the relationship with us
for some other reason, which could result in the new entity terminating the
relationship with us. Many of the larger money center banks that are involved in
consolidating the banking industry do not use nFront's solutions. Our business,
financial condition and results of operations could suffer if client banks
terminate their relationships with us.

A SIGNIFICANT PORTION OF OUR RECURRING REVENUE IS BASED ON A SMALL NUMBER OF
CLIENT BANKS, AND THE LOSS OF A NUMBER OF THESE CLIENT BANKS COULD ADVERSELY
AFFECT OUR BUSINESS

We have, to date, depended on a limited number of client banks for a
significant part of our recurring revenues. For the nine month period ended
March 31, 1999, one client bank accounted for 27% of monthly service fee
revenues, and our five largest client banks accounted for 53% of our monthly
service fee revenues. The loss of a number of our client banks may adversely
affect our business, financial condition and results of operations.

We anticipate that our results of operations in the near future will
continue to depend to a significant extent upon revenues from a small number of
client banks. In addition, we anticipate that these client banks will continue
to vary over time so that the achievement of our long-term goals will require us
to obtain additional client banks on an ongoing basis. Our failure to enter into
a sufficient number of contracts during a particular period could have a
material adverse effect on our business, financial condition and results of
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

WE ARE CURRENTLY EXPERIENCING A PERIOD OF SIGNIFICANT GROWTH THAT IS PLACING A
STRAIN ON OUR RESOURCES

We have experienced significant growth in our operations since the fiscal
year ended June 30, 1998 and anticipate that additional expansion may be
required in order to continue our growth. Any expansion of our business would
place additional demands on our management, operational capacity and financial
resources. Our failure to manage growth effectively could have a material
adverse effect on our business, financial condition and results of operations.
We anticipate that we will need to recruit qualified personnel in all areas of
our operations, including management, sales, marketing, implementation and
software development, to effectively manage and control additional growth. There
can be no assurance that we will be effective in attracting and retaining
additional qualified personnel, expanding our operational capacity or otherwise
managing growth.

We have increased our number of employees from approximately 30 at June 30,
1998 to approximately 70 at March 31, 1999. This expansion has placed, and is
expected to continue to place, a significant strain on our management,
operational and financial resources. Since June 1998, we have added a number of
key managerial, technical and operations personnel, including our President and
Chief Operating Officer, Chief Financial Officer, Senior Vice President of Sales
and Vice President of Marketing, and we expect to add additional key personnel
in the near future. Since December 1, 1998, we have added 12 new sales
representatives, bringing the total to 14 at March 31, 1999.

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To manage the expected growth of our operations and personnel, we must
continue improving or replacing existing operational, accounting and information
systems, procedures and controls. Further, we must manage effectively our
marketing relationships as well as our relationships with Internet content
providers, affiliates and other third parties necessary to our business.

OUR BUSINESS IS DEPENDENT ON OUR CHIEF EXECUTIVE OFFICER AND OTHER KEY EXECUTIVE
PERSONNEL

Our future success depends to a significant extent on the continued
services of our senior management and other key personnel, particularly Brady L.
"Tripp" Rackley III, our founder and Chief Executive Officer. The loss of the
services of Mr. Rackley or other key employees would likely have a significant
adverse effect on our business. We only have employment agreements with our
Chief Executive Officer and our President. We maintain "key person" life
insurance in the amount of $2,000,000 on our Chief Executive Officer, but this
amount likely would be inadequate to compensate us for the loss of his services.

WE HAVE EXPERIENCED DIFFICULTY IN HIRING AND RETAINING PERSONNEL

There is significant competition for qualified employees among Internet
companies today. As a result of our rapid growth and expansion, we have in the
past experienced, and we expect to continue to experience difficulty in hiring
and retaining highly skilled employees with appropriate qualifications. We have
been required to hire a significant number of new employees in a short period of
time. We may be unable to retain our skilled employees or attract, assimilate or
retain other highly qualified employees in the future. Our operating results may
be adversely affected if we experience increased expenses related to attracting
and retaining qualified employees. If we do not succeed in attracting new
personnel or retaining and motivating our current personnel, our business will
be adversely affected.

NETWORK SECURITY PROBLEMS COULD CAUSE US TO LOSE CUSTOMERS

Even though we have implemented security measures, our networks may be
vulnerable to unauthorized access, computer viruses and other disruptive
problems. Someone who is able to circumvent security measures could
misappropriate our proprietary information or cause interruptions in our
Internet operations. Internet and on-line service providers have in the past
experienced, and may in the future experience, interruptions in service as a
result of the accidental or intentional actions of Internet users, current and
former employees or others. Unknown security risks may result in liability to us
and also may deter banks from purchasing our products, and deter banks'
customers from using our products. We may need to expend significant capital or
other resources protecting against the threat of security breaches or
alleviating problems caused by breaches. Although we intend to continue to
implement state of the art security measures, persons may be able to circumvent
the measures that we implement in the future. Eliminating computer viruses and
alleviating other security problems may result in interruptions, delays or
cessation of service to users accessing web sites that deliver our services, any
of which could harm our business.

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INTERNET SECURITY CONCERNS COULD HINDER THE GROWTH OF INTERNET BANKING AND OTHER
ELECTRONIC COMMERCE SERVICES

Users of Internet banking and other electronic commerce services are highly
concerned about the security of transmissions over public networks. Concerns
over security and the privacy of users may inhibit the growth of the Internet
and other on-line services generally, and the Web in particular, especially as a
means of conducting commercial transactions. Any well-publicized compromise of
security could deter people from using the Internet or using it to conduct
transactions that involve transmitting confidential information. We may incur
significant costs to protect against the threat of security breaches or to
alleviate problems caused by those breaches. We rely on standard Internet
security systems, all of which are licensed from third parties, to provide the
security and authentication necessary to effect secure transmission of data.
However, we cannot guarantee that advances in computer capabilities, new
discoveries in the field of cryptography or other events or developments will
not result in a compromise or breach of our security measures.

WE COULD BE LIABLE FOR MISAPPROPRIATION OF OUR USERS' PERSONAL INFORMATION

Unauthorized users could possibly circumvent the measures we take to
protect client bank data. To the extent that our activities involve the storage
and transmission of proprietary information, security breaches could damage our
reputation and expose us to a risk of loss or litigation and possible liability.
Any compromise of our security could harm our business. In addition, the Federal
Trade Commission and state agencies have been investigating various Internet
companies regarding their use of personal information. We could incur additional
expenses if new regulations regarding the use of personal information are
introduced or if our privacy practices are investigated.

WE ARE DEPENDENT ON OUR INTERNET BANKING DATA CENTER, AND IT COULD SUFFER
TECHNICAL PROBLEMS AND SERVICE INTERRUPTIONS

All of our communications and network equipment is located at our corporate
headquarters in Norcross, Georgia. Any system failure at this location could
lead to interruptions, delays or cessations in providing our Internet banking
services to our client banks, which could have a material adverse effect on our
business, financial condition and results of operations. Our operations are
dependent upon our ability to protect systems against damage from fires,
hurricanes, earthquakes, power losses, telecommunications failures, break-ins,
computer viruses, hacker attacks and other events beyond our control. We have
contracted to establish a redundant Internet banking data center, but that data
center is not scheduled to be on-line until July 31, 1999. We cannot assure that
this data center will operate as anticipated. In the event of a disaster that
impacts our Internet banking data center, and depending on the nature of the
disaster, it may take several days for an off-site computer system to become
operational for all of our client banks, and use of an alternative off-site
computer would result in substantial additional cost to us. In the event of an
extended outage, we could potentially lose many of our client banks, which may
have a material adverse effect on our business, financial condition and results
of operations. Although we maintain business interruption insurance, it may not
adequately compensate us for any losses that may occur due to any failures or
interruptions in our systems.

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OUR SUCCESS DEPENDS UPON THE PROPER OPERATION OF INTERNALLY-DEVELOPED SOFTWARE
AND SYSTEMS AS WELL AS THIRD-PARTY PRODUCTS

We have developed custom software for our systems. This software may
contain undetected errors, defects or bugs. Although we have not suffered
significant harm from any errors or defects to date, we may discover significant
errors or defects in the future that we may or may not be able to correct. We
must expand and upgrade our technology, transaction-processing systems and
network infrastructure if the volume of traffic and transactions on our system
increases substantially. We could experience periodic temporary capacity
constraints, which may cause unanticipated system disruptions, slower response
times and lower levels of customer service. We may be unable to accurately
project the rate or timing of increases, if any, in the use of our services or
expand and upgrade our systems and infrastructure to accommodate these increases
in a timely manner. Any inability to do so could harm our business. Our
agreements with our client banks typically contain provisions designed to limit
our exposure to potential product liability claims. It is possible, however,
that the limitation of liability provisions contained in our agreements may not
be effective under the laws of all jurisdictions. Although we have not
experienced any product liability claims to date, the sale and support of our
products may entail the risk of these claims. A product liability claim brought
against us could have a material adverse effect on our business, financial
condition and results of operations.

Our products involve integration with products and systems developed by
third parties. If any of these third-party products should become unavailable
for any reason, fail under operation with our products or fail to be supported
by their respective vendors, it would be necessary for us to redesign our
products. There can be no assurance that any redesign could be accomplished in a
cost-effective or timely manner. We also could experience difficulties
integrating our products with other hardware and software. Furthermore, should
new releases of products and systems occur before we develop products compatible
with these new releases, any resulting decline in demand for our products could
have a material adverse effect on our business, financial condition and results
of operations.

WE RELY ON THE INTERNET REMAINING A VIABLE COMMERCIAL MEDIUM

Our success depends, in large part, on other companies maintaining the
Internet infrastructure. In particular, we rely on other companies to maintain a
reliable network that provides adequate speed, data capacity and security and to
develop products that enable reliable Internet access and services. If the
Internet continues to experience significant growth in the number of users,
frequency of use and amount of data transmitted, the Internet infrastructure may
be unable to support the demands placed on it, and the Internet's performance or
reliability may suffer as a result of this continued growth. In addition, the
Internet could lose its viability as a commercial medium due to delays in the
development or adoption of new standards and protocols to process increased
levels of Internet activity. Any degradation of Internet performance or
reliability could cause users to reduce their Internet usage. If other companies
do not develop the infrastructure or complementary products and services
necessary to establish and maintain the Internet as a viable commercial medium,
our business, financial condition and results of operations could be materially
adversely affected.

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OUR BUSINESS IS HIGHLY COMPETITIVE

The market for Internet banking services and financial software
applications is highly competitive, and we expect that competition will
intensify in the future. In addition we could experience competition from our
client banks and potential client banks. From time to time, these potential
client banks develop, implement and maintain their own services and applications
for revenue enhancements, cost reductions and/or enhanced customer services,
rather than purchasing services and related products from third parties. There
can be no assurance that these client banks or other potential client banks will
perceive sufficient value in our products and services to justify investing in
them. In addition, client banks or potential client banks could enter into
strategic relationships with one or more of our competitors to develop, market
and sell competing services or products.

We compete with a variety of third parties, including Digital Insight,
Edify, FundsXpress, Q-UP, First Data Direct Banking and Security First
Technologies, that employ many different approaches to providing Internet
banking services. We believe that nFront's ability to compete successfully
depends upon a number of factors, including:

- our market presence within our target market;

- the capacity, reliability and security of our network infrastructure;

- the comprehensiveness and ease of use of our products;

- our pricing policies and the pricing policies of our competitors and
suppliers;

- the timing of introductions of new products and services by us and our
competitors; and

- our ability to support evolving industry standards.

We expect competition in our markets to increase significantly as new
companies enter our market and current competitors expand their product lines
and services. These new competitors may include non-bank financial institutions,
such as brokerage firms and on-line service providers such as E*Trade, Intuit,
Quicken.com and Yahoo! Finance. Many of our current and potential competitors
are likely to enjoy substantial competitive advantages, including:

- greater financial, technical and marketing resources can be devoted to
the development, promotion and sale of their services;

- longer operating histories;

- greater name recognition;

- client banks with larger customer bases; and

- larger base of client banks.

Any pricing pressures, reduced margins or loss of market share resulting
from our failure to compete effectively would materially adversely affect our
business, financial condition and operating results.

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INFRINGEMENT OF OUR PROPRIETARY TECHNOLOGY COULD HARM OUR BUSINESS

We rely on a combination of copyright, trademark and trade secret laws and
contractual provisions to establish and protect our proprietary rights. We have
applied for the federal registration of service marks for "nFront," "nHome" and
"nBusiness." We have also registered the domain names "banking.com" and
"nFront.com."

There can be no assurance that the steps we have taken to protect our
proprietary rights will be adequate, that we will be able to secure trademark or
service mark registrations for our marks in the United States or in foreign
countries or that third parties will not infringe upon or misappropriate our
copyrights, trademarks, service marks, domain names and similar proprietary
rights. In addition, effective copyright and trademark protection may be
unenforceable or limited in foreign countries, and the global nature of the
Internet makes it impossible to control the ultimate destination of our
services. It is possible that our competitors may independently develop
technologies that are substantially equivalent or superior to our technology.
Also, our competitors or others may adopt product or service names similar to
ours, thereby impeding our ability to build brand identity and possibly leading
to customer confusion. Moreover, because domain names derive value from the
individual's ability to remember these names, we cannot guarantee that our
domain names will not lose their value if, for example, users begin to rely on
mechanisms other than domain names to access on-line resources. Our inability to
protect our marks adequately could have a material adverse effect on the
acceptance of the nFront brand and on our business, financial condition and
operating results.

LITIGATION MAY BE REQUIRED TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS

In the future, litigation may be necessary to enforce and protect our trade
secrets, copyrights and other intellectual property rights. Litigation would
divert management resources, be expensive and may not effectively protect our
intellectual property.

WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY LITIGATION

We may be subject to litigation for claims of infringement of the rights of
others or to determine the scope and validity of the intellectual property
rights of others. If other parties file applications for marks used or
registered by us, we may have to oppose those applications and participate in
administrative proceedings to determine priority of rights to the mark, which
could result in substantial costs to us due to the diversion of management's
attention and the expense of this litigation, even if the eventual outcome is
favorable to us.

Adverse determinations in litigation could result in the loss of
proprietary rights, subject us to significant liabilities, require us to seek
licenses from third parties or prevent us from selling our services. There can
be no assurance that we will be able to obtain these licenses on commercially
reasonable terms, if at all. Any of these results could have a material adverse
effect on the acceptance of the nFront brand and on our business, financial
condition and operating results.

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GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD ADD ADDITIONAL COSTS TO
DOING BUSINESS ON THE INTERNET

There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. However, laws and regulations may be
adopted in the future that address issues including user privacy, pricing, and
the characteristics and quality of products and services. For example, the
Telecommunications Act sought to prohibit transmitting various types of
information and content over the Internet. Several telecommunications companies
have petitioned the Federal Communications Commission to regulate Internet
service providers and on-line service providers in a manner similar to long
distance telephone carriers and to impose access fees on those companies. This
could increase the cost of transmitting data over the Internet. Moreover, it may
take years to determine the extent to which existing laws relating to issues
such as property ownership, libel and personal privacy issues apply to the
Internet. Any new laws or regulations relating to the Internet or the manner in
which existing laws are applied to the Internet could adversely affect our
business.

WE MAY BECOME SUBJECT TO GOVERNMENT REGULATION RELATING TO BANKING AND OUR
CLIENT BANKS MAY BECOME SUBJECT TO MORE STRINGENT ELECTRONIC BANKING
REGULATIONS, WHICH COULD AFFECT OUR GROWTH-RATE

Our primary customers are banks. The banking industry, including electronic
banking, is regulated heavily, and we expect that this regulation will affect
the relative demand for our products and services. In addition, through their
ability to regulate our bank customers' system requirements, bank regulators can
effectively regulate the required security systems, communication technologies
and other features of our products and services.

There can be no assurance that federal, state or foreign governmental
authorities will not adopt new regulations addressing electronic banking or
banking operations generally that could require us to modify our current or
future products and services. The adoption of laws or regulations affecting our
business or our client banks' business could reduce our growth rate or could
otherwise have a material adverse effect on our business, financial condition
and operating results.

THE INTERNET PRODUCTS AND SERVICES THAT WE AND OUR CLIENT BANKS PROVIDE COULD BE
SUBJECT TO SALES OR OTHER TAXES WHICH COULD AFFECT DEMAND FOR OUR PRODUCTS

The tax treatment of the Internet and electronic commerce is currently
unsettled. A number of proposals at the federal, state and local level and
foreign governments would, if enacted, impose taxes on the sale of goods and
services and other Internet activities. A recently enacted law places a
temporary moratorium on some forms of taxation on Internet commerce. We cannot
predict the effect of current attempts to tax or regulate commerce over the
Internet. Any legislation that substantially impairs the growth of electronic
commerce could have a material adverse effect on our business, financial
condition and operating results.

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TO EXECUTE OUR STRATEGY WE MAY REQUIRE ADDITIONAL FUNDING THAT MAY NOT BE
AVAILABLE ON FAVORABLE TERMS OR AT ALL

Although we believe that our existing capital resources and available
financing will be adequate to fund our operations for at least the next 18
months, these sources may be inadequate. Consequently, we may require additional
funds during or after this period. Additional financing may not be available on
favorable terms or at all. If we raise additional funds by selling stock, the
percentage ownership of our shareholders will be reduced. If we cannot raise
adequate funds to satisfy our capital requirements, we may have to limit our
operations significantly. Our future capital requirements depend upon many
factors, including, but not limited to:

- the rate at which we expand our sales and marketing operations;

- the extent to which we expand our solutions;

- the extent to which we develop and upgrade our technology and data
network infrastructure;

- the occurrence, timing, size and success of acquisitions; and

- the response of competitors to our service offerings.

OUR STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE

We cannot predict the extent to which investor interest in nFront will lead
to the development of a trading market for our common stock or how liquid that
market might become. The initial public offering price for the common stock will
be determined by negotiations between us and the representatives of the
underwriters and may not be indicative of prices that will prevail in the
trading market. Our common stock price could be subject to wide fluctuations in
response to factors such as the following:

- actual or anticipated variations in quarterly results of operations;

- the addition or loss of client banks, client bank customers or strategic
alliance partners;

- the increase or decrease in the number of customers of our client banks
using our system;

- announcements of technological innovations, new products or services by
us or our competitors;

- changes in financial estimates or recommendations by securities analysts;

- conditions or trends in the Internet and on-line commerce industries;

- changes in the market valuations of other Internet-related companies;

- our announcements of significant acquisitions, strategic marketing
alliances, joint ventures or capital commitments;

- additions or departures of key personnel;

- sales of our common stock;

- general market conditions; and

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- other events or factors, many of which are beyond our control.

In addition, the stock market in general, and the Nasdaq National Market
and the market for Internet and technology companies in particular, have
experienced extreme price and volume volatility that have often been unrelated
or disproportionate to the operating performance of companies trading on those
markets. These broad market and industry factors may materially and adversely
affect our stock price, regardless of our operating performance. The trading
prices of the stocks of many Internet and technology companies are at or near
historical highs and reflect relative valuation levels substantially above
historical levels. These trading prices and relative valuation levels may not be
sustained.

OUR MANAGEMENT AND AFFILIATES CONTROL MORE THAN 60% OF OUR STOCK; NO CORPORATE
ACTIONS REQUIRING SHAREHOLDER APPROVAL CAN BE TAKEN WITHOUT THE APPROVAL OF THIS
GROUP

Following this offering, our officers, directors and affiliated persons
will beneficially own approximately 69.9% of our common stock (65.8% if the
underwriters exercise their over-allotment option in full). Brady L. "Tripp"
Rackley III, our Chief Executive Officer, will beneficially own approximately
22.3% of our common stock (20.9% if the underwriters exercise their
over-allotment option in full) following this offering. As a result, our
officers, directors and affiliated persons will effectively be able to:

- elect, or defeat the election of, our directors;

- amend or prevent amendment of our Articles of Incorporation or Bylaws;

- effect or prevent a merger, sale of assets or other corporate
transaction; and

- control the outcome of any other matter submitted to the shareholders for
vote.

Our public shareholders, for so long as they hold less than 50% of our
common stock, will be unable to control the outcome of these transactions.
Management's stock ownership may discourage a potential acquirer from offering
to purchase or otherwise attempting to obtain control of nFront, which in turn
could reduce our stock price or prevent our shareholders from realizing a
premium over our stock price.

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FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE

Sales of a substantial number of shares of our common stock in the public
market following this offering could adversely affect the market price of our
common stock. After this offering, 14,196,152 shares of our common stock will be
outstanding. All of the shares sold in this offering will be freely tradable
unless held by affiliates of nFront or by persons subject to other contractual
or legal restrictions on resale. The remaining shares of common stock
outstanding after this offering will be restricted as a result of securities
laws or lock-up agreements signed by the holder and will be available for sale
in the public market as follows:

- no restricted shares will be eligible for sale as of the date of this
prospectus;

- approximately 386,425 restricted shares will be eligible for sale 180
days after the date of this prospectus upon the expiration of lock-up
agreements with the underwriters; and

- approximately 9,909,727 restricted shares will become eligible for sale
thereafter at various times upon the expiration of their respective
holding periods and if otherwise in accordance with the provisions of
Rule 144.

Hambrecht & Quist LLC may, in its sole discretion and at any time without
prior notice, release all or any portion of the common stock subject to lock-up
agreements. See "Shares Eligible for Future Sale" for a more detailed
discussion.

YEAR 2000 COMPLIANCE ISSUES COULD ADVERSELY IMPACT OUR BUSINESS

We are in the process of assessing and remediating any Year 2000 issues
associated with our computer systems and software and other property and
equipment. Despite our testing and remediation efforts, our systems and those of
third parties, including client banks, core processors, other technology
companies, utilities, affiliates, and end users may contain errors or faults
with respect to the Year 2000. Our efforts to address this issue are described
in more detail in "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Impact of Year 2000 Computer Issues." We also face
risks relating to the potential Year 2000 noncompliance of our client banks and
other institutions that support the banks, such as the FedWire system governing
electronic fund transfers and the Federal Reserve system itself. Furthermore, if
a client bank is unable to achieve Year 2000 readiness, the regulators could
suspend that bank's operations, adversely affecting the volume of new bank
customers and transactions generated for us by that bank. Additionally, an
extended disruption in availability of electricity to our facilities resulting
from Year 2000 problems with utility service providers could adversely affect
our business, results of operations and financial condition. Known or unknown
errors or defects that affect the operation of our software and systems and
those of third parties, including content providers, advertisers, affiliates,
and end users could result in delay or loss of revenue, interruption of
services, cancellation of client bank contracts, diversion of development
resources, damage to our reputation, increased service and warranty costs, and
litigation costs, any of which could harm our business.

WE COULD BE LIABLE FOR INFORMATION RETRIEVED FROM OUR WEB SITES

We may be subject to third party claims for defamation, negligence,
copyright or trademark infringement or other theories based on the nature and
content of

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information supplied on our web sites by us or third parties, including our
content providers or users. These types of claims have been brought, sometimes
successfully, against on-line services in the past. We could be subject to
liability with respect to content that may be accessible on web sites maintained
on our system. Even if these claims do not result in liability to us, we could
incur significant costs in investigating and defending against these claims and
in implementing measures to reduce our exposure to this liability. Our insurance
may not cover potential claims of this type or may not be adequate to cover all
costs incurred in defense of potential claims or to indemnify us for all
liability that we may incur.

OUR MANAGEMENT HAS BROAD DISCRETION AS TO USE OF PROCEEDS FROM THIS OFFERING
WHICH WE MAY NOT USE EFFECTIVELY

Our management will have broad discretion in how we use the net proceeds of
this offering. We currently expect to use the net proceeds from this offering
for repayment of debt; expansion of our business, including sales, marketing and
product development expenditures; potential future acquisitions; and general
corporate purposes, including working capital. Investors will be relying on the
judgment of our management regarding the application of the proceeds from this
offering.

POTENTIAL ACQUISITIONS INVOLVE RISKS

Though we have not yet entered into negotiations on any potential
acquisitions and do not have any short-term plans to do so, we may acquire
complementary technologies or businesses in the future. Future acquisitions may
involve the issuance of stock that could be potentially dilutive to our
shareholders or may involve additional debt and contingent liabilities or large
one-time write-offs and amortization expenses related to goodwill and other
intangible assets. Any of these factors could adversely affect our results of
operations or stock price. Acquisitions involve numerous risks, including:

- difficulties in assimilating the operations, products, technology,
information systems and personnel of the acquired company;

- diverting management's attention from other business concerns;

- impairing relationships with our employees, affiliates, strategic
alliance partners and content providers;

- being unable to maintain uniform standards, controls, procedures and
policies;

- entering markets in which we have no direct prior experience; and

- losing key employees of the acquired company.

Some or all of these risks could result in a material adverse effect on our
business, financial condition and results of operations. In addition, we cannot
assure you that we will be able to identify suitable acquisition candidates that
are available for sale at reasonable prices. We may elect to finance future
acquisitions using some or all of the proceeds of this offering. We may also
elect to finance future acquisitions with debt financing, which would increase
our debt service requirements, or through the issuance of additional common or
preferred stock, which could result in dilution to our shareholders. There can
be no assurance that

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we will be able to arrange adequate financing for any acquisitions on acceptable
terms.

INVESTORS IN THIS OFFERING WILL SUFFER IMMEDIATE DILUTION

The initial public offering price is expected to be substantially higher
than the pro forma net tangible book value per share of our outstanding common
stock immediately after the offering. Accordingly, purchasers of common stock in
this offering will experience immediate and substantial dilution of
approximately $7.70 in pro forma net tangible book value per share, or
approximately 77% of the assumed offering price of $10.00 per share. In
contrast, existing shareholders paid an average price of $0.31 per share.
Investors will incur additional dilution upon the exercise of outstanding stock
options and warrants.

OUR ARTICLES OF INCORPORATION AND BYLAWS, AS WELL AS GEORGIA LAW, MAY PREVENT OR
DELAY A FUTURE TAKEOVER

Our Second Amended and Restated Articles of Incorporation, as amended,
Amended and Restated Bylaws, other agreements and Georgia law could make it more
difficult for a third party to acquire us, even if a change in control would be
beneficial to our shareholders. For example, our Second Amended and Restated
Articles of Incorporation and Bylaws provide, among other things, that:

- the Board of Directors, without shareholder approval, has the authority
to issue preferred stock with rights superior to the rights of the
holders of common stock;

- the Board of Directors is classified and directors have staggered terms;
and

- the shareholders may call a special meeting only upon request of 35% of
votes entitled to be cast on an issue.

Georgia law also contains "business combination" and "fair price" provisions
that may have the effect of delaying, deterring or preventing a change in
control of nFront. See "Description of Capital Stock - Antitakeover Provisions
of Our Second Amended and Restated Articles of Incorporation, Amended and
Restated Bylaws and Georgia Law."

FORWARD-LOOKING STATEMENTS

There are statements under the captions "Prospectus Summary," "Risk
Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business," and elsewhere in this
prospectus that are "forward-looking statements." These forward-looking
statements include, but are not limited to, statements about our plans,
objectives, expectations and intentions and other statements contained in the
prospectus that are not historical facts. When used in this prospectus, the
words "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" and similar expressions are generally intended to identify
forward-looking statements. Because these forward-looking statements involve
risks and uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by these
forward-looking statements, including our plans, objectives, expectations and
intentions and other factors discussed under "Risk Factors."

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USE OF PROCEEDS

The net proceeds to nFront from the sale of the 3,500,000 shares of common
stock offered by us in this offering, after deducting estimated offering
expenses of approximately $935,000 and the underwriting discounts and
commissions, are estimated to be approximately $31.6 million. We will not
receive any of the proceeds from the sale of shares by the selling shareholders.
The principal purposes of this offering are to obtain additional capital, to
create a public market for our common stock, to facilitate future access by us
to public equity markets and to provide increased visibility and credibility in
a marketplace where many of our current and potential competitors are or will be
publicly-held companies. We expect to use the net proceeds from the offering to
repay the debt described below, to expand our sales and marketing expenditures,
to continue our product development, and for general corporate purposes. We
expect to use approximately $729,000 of the net proceeds to repay a note
outstanding to Silicon Valley Bank which bears interest at the prime rate plus
1% and matures on August 31, 2001. We used the proceeds derived from the note
for general working capital. As of the date of this prospectus, we cannot
specify with certainty all of the particular uses for the remaining net proceeds
we will have upon completion of the offering. Accordingly, our management will
have broad discretion in the application of the net proceeds.

We may, when the opportunity arises, use an unspecified portion of the net
proceeds to acquire or invest in complementary businesses, products and
technologies. From time to time, in the ordinary course of business, we expect
to evaluate potential acquisitions of businesses, products or technologies.
However, we have no present understandings, commitments or agreements with
respect to any material acquisition or investment.

Pending use of the net proceeds for the above purposes, we intend to invest
these funds in short-term, interest-bearing, investment-grade securities and use
these funds for general corporate purposes.

DIVIDEND POLICY

nFront has never declared or paid any cash dividends on its capital stock.
We currently intend to retain any future earnings and do not anticipate paying
any cash dividends in the foreseeable future.

24
<PAGE> 26

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 1999. Our
capitalization is presented:

- on an actual basis;

- on an unaudited pro forma basis to reflect conversion of our redeemable
convertible preferred stock into common stock; and

<TABLE>
<CAPTION>
MARCH 31, 1999
---------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
----------- ----------- -----------
<S> <C> <C> <C>
Long term debt, net of current portion.... $ 427,540 $ 427,540 $ --
Redeemable convertible preferred stock, no
par value; 10,000,000 shares authorized;
255,885 shares issued and outstanding at
March 31, 1999; no pro forma and pro
forma as adjusted shares issued or
outstanding............................. 2,580,222 -- --
Stockholders' equity (deficit):
Common stock, no par value; 70,000,000
shares authorized; 8,661,867 shares
issued and outstanding at March 31,
1999; 10,696,152 pro forma and
14,196,152 pro forma as adjusted
shares issued and outstanding........ 710,981 3,291,203 34,906,588
Subscription receivable................. (777) (777) (777)
Accumulated deficit..................... (2,282,403) (2,282,403) (2,282,403)
----------- ----------- -----------
Total stockholders' equity (deficit).... (1,572,199) 1,008,023 32,623,408
----------- ----------- -----------
Total capitalization................. $ 1,435,563 $ 1,435,563 $32,623,408
=========== =========== ===========
</TABLE>

Upon the closing of the offering, our authorized capital will consist of
70,000,000 shares of common stock and 10,000,000 shares of preferred stock. Upon
the closing of this offering, all of our outstanding preferred stock will
convert into shares of common stock and none of our preferred stock will be
issued or outstanding. We expect there to be 14,196,152 shares of common stock
outstanding after the offering, which includes the pro forma adjustments
described above. The outstanding shares as of March 31, 1999 exclude 959,782
shares of common stock issuable upon the exercise of outstanding stock options
at a weighted average exercise price of $1.26 and 50,000 shares of common stock
issuable upon the exercise of outstanding warrants at an exercise price equal to
the initial public offering price.

Read the capitalization table together with the sections of this prospectus
entitled "Selected Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements and
related notes included in this prospectus.

25
<PAGE> 27

DILUTION

As of March 31, 1999, nFront had a pro forma net tangible book value of
approximately $1.0 million, or $0.09 per share of common stock. Pro forma net
tangible book value per share represents the amount of total tangible assets of
nFront reduced by its total liabilities, divided by the number of shares of
common stock outstanding after giving effect to the conversion of all
outstanding shares of preferred stock into shares of common stock upon
completion of this offering. After giving effect to the receipt by nFront of the
estimated net proceeds from the sale of the 3,500,000 shares of common stock
offered by nFront hereby, the pro forma as adjusted net tangible book value of
nFront as of March 31, 1999 would have been approximately $32.6 million; or
$2.30 per share. This represents an immediate increase in pro forma net tangible
book value of $2.21 per share to existing shareholders and an immediate dilution
of $7.70 per share to new investors. The following table illustrates this per
share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $10.00
Pro forma net tangible book value per share as of March
31, 1999............................................... $0.09
Increase per share attributable to new investors.......... 2.21
-----
Pro forma as adjusted net tangible book value per share
after this offering....................................... 2.30
------
Dilution per share to new investors......................... $ 7.70
======
</TABLE>

The following table sets forth on a pro forma basis as of March 31, 1999,
the differences between existing shareholders and new investors with respect to
the number of shares of common stock purchased from nFront, the total
consideration paid and the average price per share paid:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
-------------------- --------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing
shareholders......... 10,696,152 75.3% $ 3,290,426 8.5% $ 0.31
New investors.......... 3,500,000 24.7 35,000,000 91.5 10.00
---------- ----- ----------- ----- ------
Total................ 14,196,152 100.0% $38,290,426 100.0% $ 2.70
========== ===== =========== =====
</TABLE>

Other than as noted above, the foregoing computations assume no exercise of
stock options or warrants after March 31, 1999. As of March 31, 1999, options to
purchase 959,782 shares of common stock were outstanding, with a weighted
average exercise price of $1.26 per share. In conjunction with an agreement
under which nFront has the right to issue up to $5.0 million in subordinated
debentures, nFront has agreed to issue to Noro-Moseley Partners IV, L.P.,
concurrent with the completion of this offering, a warrant to purchase a number
of shares equal to $500,000 divided by the initial public offering price per
share and exercisable at that price. Additionally, if CNL Financial Corporation,
one of our strategic marketing alliances, achieves specified sales targets, we
will be obligated to issue options to purchase up to 114,988 shares of common
stock at an exercise price of $1.63 per share. To the extent that the
outstanding options or warrants to purchase common stock, or any options or
warrants issued in the future, are exercised, there will be further dilution to
new investors.

26
<PAGE> 28

Sales by the selling shareholders in this offering will reduce the number
of shares of common stock held by existing shareholders to 10,296,152, or
approximately 72.5% (approximately 68.4%, if the underwriters' over-allotment
option is exercised in full) of the total number of shares of common stock
outstanding upon the closing of this offering and will increase the number of
shares held by new public investors to 3,900,000, or approximately 27.5%
(4,485,000 shares, or approximately 31.6%, if the underwriters' over-allotment
option is exercised in full) of the total number of shares of common stock
outstanding after this offering. See "Principal and Selling Shareholders."

27
<PAGE> 29

SELECTED FINANCIAL DATA

The following table sets forth our selected financial data and other
operating information. We derived the selected financial data from our financial
statements and related notes included in another part of this prospectus. You
should read the selected financial data together with our financial statements
and related notes and the section of the prospectus entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations." Ernst
& Young LLP, independent auditors, audited our financial statements for the
period from June 17, 1996 (inception) to June 30, 1997, the fiscal year ended
June 30, 1998 and the nine months ended March 31, 1999. The statement of
operations and per share data for the nine months ended March 31, 1998 were
derived from unaudited financial statements which, in the opinion of management,
include all adjustments, consisting of normal recurring accruals, necessary for
a fair presentation of results of operations. You should not rely on interim
results as being indicative of results we expect for the full year.
Additionally, historical results are not necessarily indicative of results to be
expected in the future. See Notes 1 and 11 of Notes to Financial Statements for
an explanation of the determination of the shares used in computing basic and
diluted net income (loss) per common share and unaudited pro forma net loss per
share.

<TABLE>
<CAPTION>
PERIOD FROM FISCAL YEAR NINE MONTHS
JUNE 17, 1996 ENDED ENDED MARCH 31,
(INCEPTION) TO JUNE 30, -----------------------
JUNE 30, 1997 1998 1998 1999
-------------- ----------- --------- -----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Implementation fees.............................. $ 358,245 $ 722,859 $ 581,375 $ 1,728,179
Monthly service fees............................. 34,263 185,283 102,929 892,816
Other............................................ 458,643 174,287 149,406 214,095
--------- ----------- --------- -----------
Total revenues................................. 851,151 1,082,429 833,710 2,835,090
Operating expenses:
Cost of implementation........................... 246,544 346,054 132,750 697,541
Cost of Internet banking data center............. 61,681 96,732 65,098 213,950
Selling and marketing............................ 194,450 568,928 189,265 1,462,943
Product development.............................. 106,429 170,419 109,164 785,790
General and administrative....................... 157,274 440,099 305,188 1,445,481
Depreciation..................................... 13,780 33,726 23,140 82,893
--------- ----------- --------- -----------
Total operating expenses....................... 780,158 1,655,958 824,605 4,688,598
Operating income (loss)............................ 70,993 (573,529) 9,105 (1,853,508)
Other (income) expense:
Interest income.................................. (3,672) (26,692) (3,916) (63,436)
Interest expense................................. -- 2,084 1,914 18,075
--------- ----------- --------- -----------
Income (loss) before income taxes.................. 74,665 (548,921) 11,107 (1,808,147)
Income tax expense (benefit)....................... 25,925 (25,925) 2,000 --
--------- ----------- --------- -----------
Net income (loss).................................. 48,740 (522,996) 9,107 (1,808,147)
Accretion on redeemable convertible preferred
stock............................................ -- (35,733) -- (204,661)
--------- ----------- --------- -----------
Net income (loss) attributable to common stock..... $ 48,740 $ (558,729) $ 9,107 $(2,012,808)
========= =========== ========= ===========
Net income (loss) per common share -- basic and
diluted.......................................... $ 0.01 $ (0.07) $ 0.00 $ (0.24)
========= =========== ========= ===========
Weighted average shares outstanding -- basic and
diluted.......................................... 5,079,167 8,033,223 8,000,090 8,498,844
========= =========== ========= ===========
Unaudited pro forma net loss per share -- basic and
diluted.......................................... $ (0.07) $ (0.19)
=========== ===========
Unaudited pro forma weighted average shares
outstanding -- basic and diluted................. 8,300,746 10,533,129
=========== ===========
</TABLE>

28
<PAGE> 30

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

* Information not available because prior to fiscal year ended June 30, 1998,
nFront did not bill client banks on the basis of the total customers at client
banks using the nFront solution.

<TABLE>
<CAPTION>
AS OF JUNE 30,
---------------------- AS OF MARCH 31,
1997 1998 1999
--------- ---------- ---------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................. $ 243,525 $2,521,384 $ 1,530,458
Working capital (deficiency).............................. (71,787) 1,957,205 561,185
Total assets.............................................. 402,345 2,998,128 3,802,645
Long-term debt, net of current portion.................... -- -- 427,540
Redeemable convertible preferred stock.................... -- 2,375,561 2,580,222
Total stockholders' equity (deficit)...................... 49,240 (209,391) (1,572,199)
</TABLE>

29
<PAGE> 31

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial
statements and related notes included elsewhere in this prospectus. This
discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from the results
anticipated in these forward-looking statements as a result of factors
including, but not limited to, those under "Risk Factors" and elsewhere in this
prospectus.

OVERVIEW

nFront provides a comprehensive, outsourced solution that enables small to
mid-sized banks to offer their retail and commercial customers banking and
financial services through the Internet. nFront's products and services provide
bank-branded Internet applications to these banks, enabling the banks to offer
products, services and transactions over the Internet in a secure environment.
We were founded and incorporated in June 1996. From June 1996 through May 1997,
our principal activities consisted of developing our nHome product, recruiting
employees and raising capital. Our revenue during this period was generated
primarily through software licensing fees from our nHome product. In June 1997,
in response to the significant demand from small to mid-sized banks, we opened
our Internet banking data center and began focusing on providing our client
banks with a comprehensive outsourced Internet banking solution. In March 1999,
we released our nBusiness product, which is designed to meet the specific needs
of a bank's commercial customers. Our nHome product has been responsible for
generating most of our revenue to date.

We derive revenue from multi-year service contracts under which our client
banks pay us the following fees:

- an up-front implementation fee for developing each client bank's uniquely
branded web site;

- recurring fees based primarily on the number of customers of our client
banks that use our products;

- transaction-based fees; and

- fees for materials and services provided to client banks to support their
customer marketing efforts and to train their staff on how best to manage
customers on the Internet branch.

The implementation fee, which is billable to the client bank when the
contract is executed, is recognized as revenue over the implementation period,
which currently averages approximately three months. We record the unrecognized
portion of billable implementation fees as deferred revenue. Revenue from
monthly user fees and transaction fees are recognized monthly based on the
number of users with accounts on the bank's Internet branch at the end of the
month and the transactions occurring during the month. The service contracts
with the banks are typically five year exclusive agreements. The revenue from
marketing and training support materials and services is recognized at the time
the materials are delivered or the services are provided.

30
<PAGE> 32

We compensate both our sales representatives and strategic alliance
partners with commissions. Sales representatives' commissions are determined
using a fixed commission schedule, which is based on the total asset size of the
applicable client bank sold. Commissions on sales guaranteed from strategic
alliance partners are paid in accordance with the contractually agreed upon
commission schedules in the respective contracts. These commissions vary by
relationship and are generally expressed as a percentage of the up-front
implementation fee and the monthly recurring fees.

Our strategic marketing agreements stipulate that either nFront or the
strategic alliance partner is responsible for billing a client bank. In the
event that nFront is responsible for billing the client bank, we recognize the
gross amount of revenue and the sales commission to the strategic alliance
partner as a selling and marketing expense. In the event that the strategic
alliance partner is responsible for billing the client bank, the strategic
alliance partner remits an agreed upon amount to us. Accordingly, we recognize
the related revenue collected and no sales commission expense is incurred.

To date, the majority of our resources have been directed to creating our
nHome and nBusiness Internet banking products, building our Internet banking
data center, forming exclusive strategic marketing alliances, marketing our
products and building our sales and marketing team. As we have migrated from a
licensing fee structure to a structure based on recurring revenue generation, we
have incurred significant operating losses since September 30, 1997. Our
strategy is to rapidly expand our base of client banks, assist these banks in
promoting the use of the nFront system by their customers and increase the
retail and commercial banking communities' awareness and acceptance of the
nFront solution. We anticipate that our operating expenses will increase
substantially in future quarters as we increase our sales force, significantly
increase our marketing and branding efforts, continue to develop new
distribution channels, fund greater levels of product development and expand our
support staff and facilities to facilitate our anticipated growth. Accordingly,
we expect to incur additional losses in future quarters.

31
<PAGE> 33

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM NINE MONTHS
JUNE 17, 1996 FISCAL ENDED MARCH 31,
(INCEPTION) TO YEAR ENDED ----------------------
JUNE 30, 1997 JUNE 30, 1998 1998 1999
-------------- -------------- -------- -----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Implementation fees.......... $358,245 $ 722,859 $581,375 $ 1,728,179
Monthly service fees......... 34,263 185,283 102,929 892,816
Other........................ 458,643 174,287 149,406 214,095
-------- ---------- -------- -----------
Total revenues............ 851,151 1,082,429 833,710 2,835,090
Operating expenses:
Cost of implementation....... 246,544 346,054 132,750 697,541
Cost of Internet banking data
center.................... 61,681 96,732 65,098 213,950
Selling and marketing........ 194,450 568,928 189,265 1,462,943
Product development.......... 106,429 170,419 109,164 785,790
General and administrative... 157,274 440,099 305,188 1,445,481
Depreciation................. 13,780 33,726 23,140 82,893
-------- ---------- -------- -----------
Total operating
expenses................ 780,158 1,655,958 824,605 4,688,598
Operating income (loss)........ 70,993 (573,529) 9,105 (1,853,508)
Other (income) expense:
Interest income.............. (3,672) (26,692) (3,916) (63,436)
Interest expense............. -- 2,084 1,914 18,075
-------- ---------- -------- -----------
Income (loss) before income
taxes........................ 74,665 (548,921) 11,107 (1,808,147)
Income tax expense (benefit)... 25,925 (25,925) 2,000 --
-------- ---------- -------- -----------
Net income (loss).............. $ 48,740 $ (522,996) $ 9,107 $(1,808,147)
======== ========== ======== ===========
</TABLE>

NINE MONTHS ENDED MARCH 31, 1999 COMPARED TO NINE MONTHS ENDED MARCH 31, 1998

Revenues

Implementation Fees. Implementation fees represent fees generated from
developing the client banks' uniquely branded web sites. Implementation fees
increased from $581,000 during the 1998 period to $1.7 million in the 1999
period. This increase was attributable to an increase in the number of new banks
purchasing the nFront solution, from 19 banks purchasing our solution during the
1998 period to 83 banks during the 1999 period. The increase in banks purchasing
our Internet banking solution reflects increased client bank acceptance of
Internet banking as well as continued development of our products and services
and an increase in our sales force from one individual at March 31, 1998 to a
team of 14 sales representatives at March 31, 1999. We added 12 new sales
representatives since December 1, 1998. Additionally, we introduced our
nBusiness product in March 1999.

Monthly Service Fees. Monthly service fees consist of the monthly fees
charged to our client banks based primarily on the number of bank customers with
accounts on the system and the volume of transactions such as bill payment, fund
transfers and check imaging. These fees increased from $103,000 in the 1998
period to

32
<PAGE> 34

$893,000 in the 1999 period. This increase is attributable to the increase in
customers at our client banks utilizing the nFront system from approximately
3,000 at March 31, 1998 to approximately 19,500 at March 31, 1999.

Other. Other revenue consists of the fees charged to our client banks for
materials and services to support marketing and training efforts as well as
other non-recurring fees, including fees for custom web site development. These
revenues increased from $149,000 in the 1998 period to $214,000 in the 1999
period primarily because of increased sales of our marketing materials.

Expenses

Cost of Implementation. Cost of implementation consists primarily of
salaries and wages and facilities costs directly attributable to the
implementation process. Cost of implementation increased from $133,000 in the
1998 period to $698,000 in the 1999 period. This increase reflects the
significant growth in personnel required to accommodate the increase in new
banks purchasing our solution.

Cost of Internet Banking Data Center. Cost of Internet banking data center
consists primarily of salaries and wages and communications costs required to
operate the Internet banking data center. These costs increased from $65,000 in
the 1998 period to $214,000 in the 1999 period to support the significant growth
in the number of client banks and those banks' customers utilizing the nFront
system.

Selling and Marketing. Selling and marketing expenses consist primarily of
salaries and wages, sales commissions, advertising, travel, public relations and
marketing materials and tradeshow costs. Sales and marketing expenses increased
from $189,000 in the 1998 period to $1.5 million in the 1999 period. The
increase reflects the expansion of our sales force and a substantial increase in
sales commissions paid to our sales representatives and strategic alliance
partners due to our increased sales. We believe that these expenses will
increase significantly in the future as we continue to expand our sales force
and increase our marketing and advertising efforts.

Product Development. Product development expenses consist primarily of
salaries and wages costs. Product development expenses increased from $109,000
in the 1998 period to $786,000 in the 1999 period. This increase reflects the
increase in technical personnel to support the continued development of our
nHome product and the development of our new nBusiness product, which was
released in March 1999.

General and Administrative. General and administrative expenses consist
primarily of salaries and wages and other related costs for operations and
executive employees, professional fees and facilities-related expenses. General
and administrative expenses increased from $305,000 in the 1998 period to $1.4
million in the 1999 period. This increase is attributable to an increase in
personnel and facilities expenses necessary to support our expanded operations.

Depreciation. Depreciation expense increased from $23,000 in the 1998
period to $83,000 in the 1999 period primarily as a result of depreciation of
new computer equipment associated with the growth of the Internet banking data
center as well as depreciation of our enhanced administrative systems. During
the 1999 period, we added new sales automation, customer support and accounting
systems.

33
<PAGE> 35

Interest Income. Interest income increased from $4,000 in the 1998 period
to $63,000 in the 1999 period as a result of interest earned on cash balances
during the period. We raised approximately $2.8 million in proceeds from private
equity offerings from May 1998 to September 1998.

Interest Expense. Interest expense increased from $2,000 in the 1998
period to $18,000 in the 1999 period as a result of borrowings under our line of
credit facility with Silicon Valley Bank. This line of credit was executed in
August 1998. Outstanding borrowings under the facility totaled $729,000 as of
March 31, 1999.

Income Taxes. As of March 31, 1999, we had approximately $2.0 million of
federal net operating loss carryforwards, which begin expiring in 2013.
Utilization of these net operating loss carryforwards could become subject to
annual limitation due to "change of ownership" provisions of the Internal
Revenue Code and similar state provisions. For financial reporting purposes, a
valuation allowance has been recognized to reduce net deferred tax assets to
zero due to uncertainties with respect to nFront's ability to realize the
benefit of deferred income tax assets.

FISCAL YEAR ENDED JUNE 30, 1998 COMPARED TO FISCAL YEAR ENDED JUNE 30, 1997

Revenues

Implementation Fees. Implementation fees increased from $358,000 in fiscal
1997 to $723,000 in fiscal 1998. This increase was attributable to the fact that
only six new client banks purchased the nFront solution during fiscal 1997 while
35 banks purchased the nFront solution during fiscal 1998. This increase was
partially offset during fiscal 1998 by the modification of our pricing structure
to lower the up-front charges to the client bank and establish recurring monthly
service fees as well as other transaction-based fees.

Monthly Service Fees. Monthly service fees increased from $34,000 in
fiscal 1997 to $185,000 in fiscal 1998 as a result of the increase in the number
of client bank customers using nFront's products.

Other. Other revenue decreased from $459,000 in fiscal 1997 to $174,000 in
fiscal 1998. This decrease is primarily attributable to one-time revenue
generated from a customized project performed for one client bank in fiscal
1997.

Expenses

Cost of Implementation. Cost of implementation increased from $247,000 in
fiscal 1997 to $346,000 in fiscal 1998. This increase is attributable to the
increase in client banks sold from six in fiscal 1997 to 34 in fiscal 1998.

Cost of Internet Banking Data Center. Cost of Internet banking data center
increased from $62,000 in fiscal 1997 to $97,000 in 1998. These costs increased
to support the significant growth in the number of client banks and these banks'
customers utilizing the nFront system.

Selling and Marketing. Selling and marketing expenses increased from
$194,000 in fiscal 1997 to $569,000 in fiscal 1998. This increase was due
primarily to a substantial increase in sales commissions due to our increased
sales.

34
<PAGE> 36

Product Development. Product development expenses increased from $106,000
in fiscal 1997 to $170,000 in fiscal 1998. This increase reflects the increase
in technical personnel to support the continued development of our nHome
product.

General and Administrative. General and administrative expenses increased
from $157,000 in fiscal 1997 to $440,000 in fiscal 1998. This increase is
attributable to an increase in personnel and facilities expenses necessary to
support our expanded operations.

Depreciation. Depreciation expense increased from $14,000 in fiscal 1997
to $34,000 in fiscal 1998 primarily as a result of depreciation of new computer
equipment associated with the growth of the Internet banking data center.

Interest Income. Interest income increased from $4,000 in fiscal 1997 to
$27,000 in fiscal 1998 as a result of interest earned on cash balances during
the period. This increase is due primarily to interest earned on the investment
pending use of the private equity offering proceeds received during fiscal 1998.

35
<PAGE> 37

QUARTERLY RESULTS OF OPERATIONS

The following table presents unaudited quarterly financial information for
each of the seven quarters during the fiscal year ended June 30, 1998 and the
nine months ended March 31, 1999. In the opinion of management, this information
has been prepared on the same basis as the audited financial statements and
includes all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the unaudited quarterly results included in this
prospectus. We expect to continue to experience fluctuations in our quarterly
operating results. Our quarterly results have in the past been subject to
fluctuations and, therefore, the operating results for any quarter or quarters
are not necessarily indicative of results for any future period. The quarterly
results should be read in conjunction with our financial statements and related
notes appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31,
1997 1997 1998 1998 1998 1998 1999
------------- ------------ --------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Implementation fees....... $ 217,313 $ 134,500 $ 229,562 $ 141,484 $ 481,677 $ 730,171 $ 516,331
Monthly service fees...... 28,517 28,603 45,809 82,354 132,706 363,243 396,867
Other..................... 39,982 98,325 11,099 24,881 12,014 105,559 96,522
--------- --------- --------- --------- ---------- ---------- -----------
Total revenues.......... 285,812 261,428 286,470 248,719 626,397 1,198,973 1,009,720
Operating expenses:
Cost of implementation.... 31,414 50,635 50,701 213,304 211,823 219,186 266,532
Cost of Internet banking
data center............. 29,587 14,256 21,255 31,634 47,085 94,826 72,039
Selling and marketing..... 29,481 52,191 107,593 379,663 260,471 428,366 774,106
Product development....... 32,786 41,267 35,111 61,255 146,881 226,610 412,299
General and
administrative.......... 82,350 92,242 130,596 134,911 363,640 464,646 617,195
Depreciation.............. 6,642 7,886 8,612 10,586 16,048 25,977 40,868
--------- --------- --------- --------- ---------- ---------- -----------
Total operating
expenses.............. 212,260 258,477 353,868 831,353 1,045,948 1,459,611 2,183,039
Operating income (loss).... 73,552 2,951 (67,398) (582,634) (419,551) (260,638) (1,173,319)
Other (income) expense:
Interest income........... (1,220) (985) (1,711) (22,776) (26,186) (20,126) (17,124)
Interest expense.......... -- 665 1,249 170 518 8,233 9,324
--------- --------- --------- --------- ---------- ---------- -----------
Income (loss) before
income taxes............ 74,772 3,271 (66,936) (560,028) (393,883) (248,745) (1,165,519)
Income tax expense
(benefit)............... 13,459 589 (12,048) (27,925) -- -- --
--------- --------- --------- --------- ---------- ---------- -----------
Net income (loss).......... $ 61,313 $ 2,682 $ (54,888) $(532,103) $ (393,883) $ (248,745) $(1,165,519)
========= ========= ========= ========= ========== ========== ===========
</TABLE>

The fluctuation in implementation fee revenue in the quarters ended
September 30, 1997, December 31, 1997 and March 31, 1998 reflects the
unpredictability of client bank sales in the early stages of our business. The
decrease in implementation fee revenue and the corresponding increase in other
fees during the quarter ended June 30, 1998 reflects our significant decrease in
the standard up-front implementation fee resulting from our migration from a
licensing fee structure to a structure based on recurring revenue generation.
The decrease in implementation fee revenue during the quarter ended March 31,
1999 reflects a decrease in the number of new banks purchasing nFront products
and services in December 1998 and January 1999 as compared to the previous
quarter and the resulting reduction in revenue recognized over the three month
implementation

36
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periods. The relatively slower growth in monthly service fees during the same
quarter also reflects a decrease in the number of new banks purchasing nFront
products and services in December 1998 and January 1999. Our sales have
historically decreased in December. Additionally, our focus on building the
sales team contributed to slower sales in January 1999.

The increase in cost of implementation during the quarter ended June 30,
1998 reflects an increase in one-time set up costs to establish our bill payment
interfaces. The increase in selling and marketing expenses during this quarter
reflects a one-time contractually agreed upon fee paid to a client bank.

Our revenues and operating results are likely to vary significantly from
quarter to quarter in the future due to a number of factors, many of which are
outside of our control. These factors include: our ability to sell our products
and services to banks; our client banks' abilities to convert their customers to
Internet banking; services or products introduced by us or by our competitors;
the timing and uncertainty of sales cycles; seasonal declines in sales, which
typically occur in the fourth calendar quarter; the level of Internet usage; our
ability to attract, integrate and retain qualified personnel; our ability to
successfully integrate operations and technologies from acquisitions or other
business combinations; technical difficulties or system downtime affecting the
Internet generally or the operation of our client banks' web sites; and general
economic conditions, as well as economic conditions specific to the banking and
financial services industries.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have raised approximately $4.0 million of capital,
consisting of $2.3 million of redeemable convertible preferred stock, $950,000
of common stock and $750,000 of debt. Through March 31, 1999, we have invested
$900,000 in capital expenditures. Beyond our capital expenditures, the funds we
have raised have been applied to support our working capital needs. Our working
capital needs have expanded significantly as our client bank base has grown to
122 banks as of March 31, 1999.

As of March 31, 1999, we had $729,000 of senior debt outstanding with
Silicon Valley Bank, with principal maturing in thirty equal installments
through August 31, 2001. At March 31, 1999, we had cash of $1.5 million.

In April 1999, we entered into a debenture purchase agreement with Noro-
Moseley Partners IV, L.P. Under this agreement, Noro-Moseley agreed to purchase
up to $5.0 million of senior subordinated debentures upon request by us. No
debentures have been issued under this agreement. The obligation of Noro-Moseley
to purchase debentures under the agreement expires upon the completion of this
offering. In exchange for its commitment under the agreement, we will issue to
Noro-Moseley a three-year warrant to purchase a number of shares equal to
$500,000 divided by the initial public offering price of our common stock,
exercisable at the initial public offering price. One of our directors, Mr.
Charles D. Moseley, Jr., is a member of MKFJ-IV, LLC, the general partner of
Noro-Moseley.

In the next twelve months we expect to invest approximately $2.4 million in
capital expenditures. We believe that our existing capital resources, together
with the estimated net proceeds from this offering, will be sufficient to fund
our

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operations for at least the next 18 months. If we expand more rapidly than
currently anticipated, if our working capital needs exceed our current
expectations or if we make acquisitions, we may need to raise additional capital
from equity or debt sources. We cannot be sure that we will be able to obtain
the additional financing necessary to satisfy these expanded cash requirements
or to implement an expanded growth strategy on acceptable terms or at all. If we
cannot obtain this financing on terms acceptable to us, we may be forced to
curtail some planned business expansion and may be unable to fund our ongoing
operations.

During the nine month period ended March 31, 1999, we used net cash of $1.7
million for operating activities, as compared to $236,000 for the nine month
period ended March 31, 1998. Operating activities for the nine month period
ended March 31, 1999 consisted primarily of a $1.8 million net loss. Cash used
in operating activities in fiscal 1998 included a net loss of $523,000 and an
increase in accounts receivable of $175,000 partially offset by an increase in
deferred revenue of $522,000. Cash provided by operating activities in fiscal
1997 included net income of $49,000 and an increase in accrued liabilities of
$214,000.

Cash used in investing activities was $716,000 for the nine month period
ended March 31, 1999, as compared to $66,000 for the same period ended March 31,
1998. Investing activities for the 1999 period consisted of capital expenditures
totaling $716,000. These capital expenditures were related primarily to the
expansion of the Internet banking data center as well as the additional
furniture and equipment needed to accommodate our growth. Cash used in investing
activities in fiscal 1998 consisted of capital expenditures of $120,000 related
primarily to equipment purchases for the Internet banking data center. Cash used
in investing activities in fiscal 1997 consisted of capital expenditures of
$47,000 related primarily to purchases of office equipment.

Cash provided by financing activities was $1.4 million for the nine months
ended March 31, 1999, as compared to $300,000 for the 1998 period. Financing
activities included net proceeds from our bank credit facility of $729,000 and
$650,000 from the sale of our common stock. Cash provided by financing
activities in fiscal 1998 included proceeds of $2.3 million from the sale of our
preferred stock and $300,000 from the sale of our common stock. Cash provided by
financing activities in fiscal 1997 consisted of $500 from the sale of our
common stock.

RECENT ACCOUNTING PRONOUNCEMENTS

Effective July 1, 1998, we adopted Statement of Financial Accounting
Standard No. 130, Reporting for Comprehensive Income, or FAS 130. FAS 130
requires disclosures of components of non-stockholder changes in equity in
interim periods and additional disclosures of components of non-stockholder
changes in equity on an annual basis. Adoption of FAS 130 had no impact on our
results of operations or financial position.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 131, Disclosures about Segments of an
Enterprise and Related Information, or FAS 131. We adopted FAS 131 effective
July 1, 1998. The adoption of this standard did not have a material effect on
our financial statement disclosures.

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In March 1998, the AICPA issued Statement of Position 98-1, Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use, or SOP
98-1. We will adopt SOP 98-1 effective July 1, 1999. We have not completed our
evaluation of the impact of adopting SOP 98-1 but do not expect its adoption to
have a material effect on our financial position or results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

nFront's interest income and expense is sensitive to changes in the general
level of U.S. interest rates. In this regard, changes in U.S. interest rates
affect the interest on nFront's cash equivalents earned as well as the interest
incurred on nFront's long-term debt, respectively.

IMPACT OF YEAR 2000 COMPUTER ISSUES

The year 2000 issue is the result of computer programs using two digits
rather than four to define the applicable year without specifying the century.
As a result, date-sensitive software may recognize a date of "00" as the year
1900 rather than the year 2000. This could result in system failures or
miscalculations causing disruptions of nFront's operations, including a
temporary inability to process transactions, send invoices or engage in other
business activities, and, as a result, the operations of the banks and end users
that we serve. Year 2000 issues impact nFront both on an external basis in
connection with the products and services we offer to banks and end users, as
well as on an internal basis as to our own operations and systems. We also face
risks relating to the potential year 2000 non-compliance with institutions that
provide services to us, merchants processing electronic transfer of funds, the
FedWire system governing electronic funds transfers and the Federal Reserve
system itself. We believe that based on our assessments to date, material year
2000 issues that we have identified that are within our control can be
corrected. The failure of nFront or third party hardware or software that is
used by nFront or in conjunction with our products to be year 2000 compliant
could have a material adverse effect on nFront's financial position and results
of operations.

Year 2000 Project Team. We have assembled a year 2000 project team,
composed of nFront employees from our senior management, product management,
development, Internet banking data center, support, implementation, accounting
and facilities management working groups. Our year 2000 project team has
identified software, equipment and systems that are material to our business,
and we have reviewed and tested our nFront products, as well as the software,
equipment and systems supplied to us by third party vendors, to determine their
ability to correctly process date changes from 1999 through 2000. The goals of
the project team are to minimize any year 2000-related impact to our bank
customers and their customers; maintain year 2000 readiness as a top business
priority; and work closely with our internal and external business associates to
achieve year 2000 readiness. Management believes the costs related to year 2000
compliance have not and will not have a material effect on nFront's financial
condition, results of operations and cash flows.

nFront Products. We designed our products to be year 2000 compliant. Year
2000 remediation efforts to nFront's products were minor due to nFront's
awareness of year 2000 issues when our products were updated in early 1998.
nFront products require users to enter a four-digit date code for each date, and
each product process

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stores and displays dates only in a four-digit year format. We tested our
products in test environments intended to emulate a year 2000 environment.
Testing was performed on the century date change as well as other critical date
rollovers such as leap year using significant dates both before and after
January 1, 2000. No significant problems were detected as a result of this
testing.

Year 2000 External Efforts and Issues. We have substantially completed the
replacement, modification or retirement of hardware or software components for
nFront products and services that were identified by the year 2000 project team
to be vital to our core business processes and at risk for year 2000 failures.
In addition, we have requested that our customers, vendors, and other business
associates participate in our readiness efforts and update us on their year 2000
progress. Many of our computer systems and business operations are provided
and/or maintained by outside suppliers. nFront's key vendors and suppliers,
including core processors with which our systems interface, have been asked to
demonstrate sufficient year 2000 readiness. Where feasible, we have tested
vendor supplied products that are critical to our operations.

Year 2000 Internal Efforts and Issues. Our year 2000 project team has
completed corporate-wide inventory of nFront's internal application and system
software and of our computers and other equipment, such as our building security
systems, fire alarm systems and heating and air conditioning equipment, to
determine if this equipment uses embedded computer chips that may be date
sensitive. Based on this analysis, nFront has upgraded hardware and software
deemed vital to our on-going business by the year 2000 project team to versions
or releases identified by their vendors as year 2000 ready or compliant;
implemented computer code changes for non-critical issues not affecting year
2000 compliance; and substantially completed remediation of identified year 2000
issues in "mission critical" systems, or systems that are vital to the
successful continuance of core business activities.

Most Likely Worst Case Scenarios of Year 2000 Problems. nFront expects to
identify and resolve all year 2000 problems that could materially adversely
affect its business, financial condition or operating results. However, we
believe that it is not possible to determine with complete certainty that all
year 2000 problems affecting us have been identified or corrected. In addition,
we cannot accurately predict how many failures related to the year 2000 problem
will occur or the severity, duration or financial consequences of these
failures. As a result, we expect that the following worst case scenarios could
occur:

- a significant number of operational inconveniences and inefficiencies for
nFront, our services and our clients that may divert our time and
attention and financial and human resources from our ordinary business
activities; and

- a number of serious system failures that may require significant efforts
by us to prevent or alleviate material business disruptions.

Contingency and Business Continuity Planning. Our year 2000 project team
has designed a corporate business continuity plan specific to year 2000 issues
to address potential disruptions to business identified by the year 2000 project
team that may impact our customers and other business associates. In addition,
we have developed consolidated readiness plans and schedules for business areas
to enable us to react to such identified potential events that could impact
normal business routines.

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Depending on the systems affected, these plans could include (a) replacement of
affected equipment; (b) use of backup equipment or facilities; (c) increased
work hours for our personnel to correct any year 2000 problems which arise; and
(d) other similar approaches. If we are required to implement any of these
contingency plans or are unable to implement any of these plans effectively,
they could have a material adverse effect on our business, financial condition
or operating results.

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BUSINESS

The following Business section contains forward-looking statements relating
to future events or the future financial performance of nFront, which involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of other factors,
including those set forth under "Risk Factors" and elsewhere in this prospectus.

OVERVIEW

nFront provides products and services designed to enable small to mid-sized
banks to provide Internet banking and other financial services to their retail
and commercial customers. Through our outsourcing model, our client banks
purchase our products as services, paying us on a monthly basis depending on the
level of usage by their customers. Our solution enables our client banks to
utilize the Internet to retain current customers, acquire new customers, offer
additional products and services, decrease costs and increase fee income. By
enabling banks to offer comprehensive Internet banking services, as well as
additional financial products and services, the nFront solution enables our
client banks to create a bank-branded web site that becomes a financial
destination for the client bank's customers.

Our solution consists of our Internet banking products, our Internet
banking data center which facilitates use of the products, implementation and
web site design services and marketing support services. Our nHome product
provides Internet banking services targeted at meeting the banking needs of a
bank's retail customers. Our nBusiness product provides banking services
specifically designed to meet the needs of the bank's commercial customers.
Through our Internet banking data center, we provide the necessary
communications, transaction processing and data storage services to operate the
system. We work closely with each of our client banks to design the appearance
of their Internet branches, implement and integrate our system with the banks'
existing computer systems and train the banks' employees to market our products.
As of March 31, 1999 we had 122 client banks.

INDUSTRY BACKGROUND

Growth of the Internet and Electronic Commerce

The Internet has emerged as a significant global communications medium
enabling millions of people to share information and conduct business
electronically. International Data Corporation estimates that the number of Web
users world-wide will grow from approximately 97 million in 1998 to
approximately 320 million by 2002. This growth is being driven by a number of
factors, including an expanding base of personal computers in the home and
workplace; improvements in network infrastructure; easier, faster and cheaper
access to the Internet and commercial on-line services; advances in network and
communication security; increased general awareness of the Internet among
consumer and business users; and the introduction of alternative
Internet-enabled devices, such as televisions and handheld devices.

As access to the Internet expands, businesses are increasingly using the
Web as an effective means of retaining customers, acquiring new customers,
selling additional products and services to their existing customer base and
reducing costs.

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The ease of use, functionality and accessibility of the Internet have made it an
increasingly attractive commercial medium by providing features that
historically had been unavailable through traditional channels of customer
contact. For example, the Internet provides users with convenient access to
large amounts of dynamic data to support their financial management, investment
management and purchasing decisions. Through the Internet, businesses are able
to communicate effectively with customers by providing access to information,
including frequent updates of new products and services, content, pricing and
visual presentations. Additionally, businesses can utilize customer-specific
data obtained through the customer's interaction with the business' web site to
market services and products targeted at the particular customer. International
Data Corporation estimates that goods and services purchased over the Internet
in the U.S. will increase from approximately $26 billion in 1998 to over $269
billion in 2002.

In addition to its use as a general commercial medium, the Internet has
rapidly emerged as a means of providing financial products and services. Many
companies increasingly are offering a variety of financial products and
services, including credit cards, brokerage services, insurance products and
commercial and retail banking services, via the Internet. For example, according
to International Data Corporation, the number of on-line brokerage accounts in
the United States is expected to grow from 3.5 million at the end of 1997 to 24
million at the end of 2002.

Emergence of Internet Banking

Banks have historically used technology to create alternative distribution
channels for their services in order to reduce their customers' dependence on
traditional physical branch locations. Examples include automated teller
machines or ATMs, telephone banking and electronic banking. The primary benefits
sought by banks in their attempts to reduce customers' reliance on traditional
branches were, among others, to reduce costs, increase the breadth and
availability of services and differentiate themselves from their competitors.
Although banks have been successful in directing customers to alternative
distribution channels, these alternatives have historically provided customers
with only limited access to the services available at a traditional branch
location. In seeking cost effective, convenient alternative distribution
channels that will provide customers a full array of services, banks have
recently focused on electronic banking alternatives, such as PC banking and
Internet banking.

Banks originally offered electronic banking by distributing their
proprietary PC-based software to their customers or by developing links between
the bank's computers and PC-based personal finance manager software packages
such as Intuit's Quicken(R) or Microsoft's Money. PC banking provides access to
the customer's accounts and the ability to execute banking transactions.
However, limitations of PC banking include:

- customers can only access their bank accounts and related information
from the particular PC on which the PC banking software has been
installed;

- it can be expensive for the bank to provide and support PC banking
because of the significant costs to develop, purchase and maintain the
software and hardware necessary to integrate with the bank's core
operating system and to support the locally-installed copies of software
on the customers' PCs; and

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- PC banking does not enhance the bank's ability to identify and exploit
opportunities to sell other products and services to the customer.

Consequently, only a relatively small number of banks have offered a PC
banking solution.

The proliferation of the Internet has enabled the development and
implementation of Internet banking systems that overcome many of the limitations
of PC banking. Unlike PC banking, Internet banking only requires that a customer
have a secure Web browser for access to the Internet and the bank. Internet
banking does not require the user to have any other specific software and does
not restrict the customer to a particular PC. Instead, customers may access
their bank information through the Internet using any Web-enabled device to
review account activity, transfer funds, pay bills or transact other business.
Account information is stored on a secure server at all times, protected by
technology designed specifically to safeguard this information. According to
Forrester Research, the number of households banking on-line in the United
States is projected to grow from 2.4 million in 1997 to more than 18 million by
2002.

According to the Office of the Comptroller of the Currency, as of June 30,
1998, there were 374 banks offering transactional Internet banking web sites in
the United States. With the rapid growth of the Internet banking market, many
banks are compelled to offer Internet banking as part of their overall services
in order to remain competitive and continue to retain and attract customers.

Challenges to Implementing Internet Banking Systems

Many banks choose between using in-house resources or licensed technology
to implement an Internet banking system. Common challenges for banks trying to
implement Internet banking systems using internally-developed or licensed
technology include:

- substantial initial investments in hardware, software and communications
equipment required to implement these systems and maintain security and
redundancy;

- difficulty in identifying, attracting and retaining qualified personnel
to implement and manage the system;

- limited access to technical resources to integrate an Internet banking
system into the bank's core computer systems, monitor the system for
security and regulatory compliance and train and support the bank's
customers on the use of the system; and

- competitive risks associated with possible delays in implementing,
supporting or upgrading an Internet banking solution in-house.

These challenges are particularly difficult for most small to mid-sized
banks due to their limited capital and internal technical resources. Many larger
national or "super-regional" banks offer some form of Internet banking currently
and bank customers are increasingly demanding these services. Small to mid-sized
banks are being pressured to provide competitive solutions.

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Many banks, particularly small to mid-sized banks, are seeking to outsource
their Internet banking services as a more cost-effective, efficient means of
providing these services to their customers. An outsourced Internet banking
solution can provide to the small to mid-sized bank the resources necessary to
create an Internet banking service competitive with the services offered by the
large banks.

nFront's Market Opportunity

We believe that a significant opportunity exists to provide small to
mid-sized banks with a comprehensive, outsourced solution that enables these
banks to offer Internet banking services to their customers. As of September 30,
1998, there were more than 10,000 banks, savings and loans and thrifts in the
United States and all but 81 of those had assets below $10 billion.
Approximately 175 million, or approximately 52%, of the deposit accounts with
balances less than $100,000 were held by banks in that small to mid-sized bank
segment. Many consumers and small businesses continue to be attracted by the
customer orientation and local community presence offered by small to mid-sized
banks and are beginning to demand the convenience of Internet banking.

Internet banking also permits banks to more easily expand the financial
products and services offered to their customers to include brokerage services,
credit cards, bill presentment, bill payment, insurance, tax return preparation,
full on-line account origination and retail Web-based purchasing.

NFRONT'S SOLUTION

We provide a comprehensive, outsourced solution that enables small to mid-
sized banks to offer their customers complete branch banking services through
the Internet. Our solution consists of our Internet banking products, our
Internet banking data center which facilitates the use of these products,
implementation and web site design services and marketing and support services.
Our nHome product provides Internet banking services targeted at meeting the
needs of a bank's retail customers. Our nBusiness product provides banking
services specifically designed to meet the needs of the bank's commercial
customers. The nFront Internet banking data center provides the web server
computers, communications, data storage, retrieval and security, as well as
support personnel necessary to operate an Internet branch for each bank, that is
integrated with the bank's existing computer systems. Our solution enables banks
to utilize the Internet to compete more effectively in their markets, retain
current customers, acquire new customers, offer additional products and
services, decrease costs and increase fee income.

By creating Internet branches for our client banks, we enable banks to
become the destination on the Web for bank customers who are increasingly using
the Web to research, evaluate and, if desired, purchase a broad array of
financial products and services. Because of the integral role of bank accounts
in all types of financial transactions and the importance of expanded access to
the information relating to those accounts, we believe that banks are
particularly well suited to provide this financial destination on the Web for
their customers. Our products and services enable our client banks' customers to
access their personal account information, perform a variety of financial
transactions and conduct investment research on the banks' web site. We plan to
expand our products and services to enable client banks

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to offer investment portfolio management, insurance and related sales to
strengthen their position as the financial destination on the Web for their
customers.

The key differentiators of our products and services are:

Outsourced Solution. Our outsourced solution has been designed to have
significantly lower up-front costs, lower overhead, shorter lead times on
initial implementation and upgrades and better access to qualified personnel
than the bank would experience on an in-house basis. Finally, by aggregating the
customer bases and assets of our client banks, our outsourced solution enables
us to take advantage of economies of scale and increased buying power in
negotiating agreements with third parties to offer additional products and
services to our client banks' customers, resulting in improved economic
arrangements than would otherwise be the case. By outsourcing the system design,
implementation, operation and support, the bank is free to focus on its core
competency, serving its banking customers, rather than managing the growing
complexities of Internet technology.

Fat Server Architecture. Our products are based on a system architecture
that is commonly referred to as a "fat server" design. A "server" is the
computer or collection of computers that store information and handle many of
the more complex data processing functions. A "fat server" refers to a server
that has been configured to handle significant volumes of data storage and
retrieval, as well as complex data processing functions. With "fat server"
architecture, the system utilizes a relational database located on the nFront
system server to receive and store customer data from a bank's core computer
system. This data storage architecture allows the nFront system to store and
organize the client bank customer's account data locally, without a continuous,
direct connection between the customer and the bank's core system. On the other
hand, a "thin server" refers to a server which acts more as a conduit for
information which is processed either by other servers or by the PCs accessing
this server. With the "thin server" model, which connects the customer directly
to the bank's core system, the information available to the customer is limited
to data currently accessible on the bank's core system.

Fat server architecture provides the following functional advantages over
thin server architecture:

- Access to historical financial information. Information stored on the
fat server allows a customer to generate consolidated reports on
financial transactions spanning an extended period of time. nFront's fat
server system currently stores up to two years of customer data, whereas
thin server systems typically provide access to 60 to 90 days of
financial data. We believe access to more historical account data
promotes increased customer loyalty for a bank.

- Analysis of customer information. A fat server solution enhances the
bank's ability to extract and analyze relevant customer account
information and more efficiently cross-sell products.

- Effective consolidation of financial services. The fat server can more
effectively consolidate the customer's financial data from disparate host
systems in one place. These host systems include banking, brokerage and
insurance financial data.

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Ease of Integration through Relationships with Core Processors. We have
interfaces with 28 different core processing systems used by banks, enabling us
to offer faster, more cost-effective integration of our Internet banking
products with a bank's existing core processing system. Core processors provide
the software and services required by banks to process their transactions.

Microsoft NT-Based. The nFront solution is designed to take advantage of
the Microsoft NT application environment. In 1997 we received the Microsoft
Corporation "Best Industry Solution for Internet Banking" award. The nFront
solution utilizes the Microsoft BackOffice suite, which provides an integrated,
scalable system foundation, allowing nFront to focus on product development
instead of third-party application selection and integration. The integrated
suite of NT server applications enables nFront to efficiently add new bank
clients and their customers without interrupting service to our existing
customers.

STRATEGY

Our objective is to be the leading provider of Internet banking products
and services to the small to mid-sized bank market and to create Web-based
financial destinations for the millions of banking customers in that market. To
achieve our objective, we intend to:

Capitalize on Exclusive, Strategic Marketing Alliances to Expand Base of
Client Banks. Primarily through our strategic marketing alliances with bank
core processors and other related service providers, we plan to increase the
number of banks offering the nFront products and services to their customers. We
have formed exclusive, five year relationships with many of the key core
processors and other providers of supporting technology to our target banking
market segment. We recently expanded our national sales force to pursue
additional sales opportunities with our strategic alliance partners.

Assist Client Banks in Converting their Customers to the nFront System. A
portion of our service fees are based on the conversion of our client banks'
customers to our system, as well as the number of their customers using our
system each month. We offer to client banks our marketing program and other
support services to promote conversion of their customers to our system. We are
currently expanding our marketing team to achieve this objective.

Build Awareness of nFront's Brands. As our client banks develop their
positions as comprehensive financial destinations on the Web, we are positioning
the "nFront" brand to create broad market recognition of nFront as the leading
provider of solutions enabling banks to offer Internet banking, financial
services and financial destination sites. The nFront logo appears on our client
banks' Internet branches, further promoting the nFront name. In addition, we
plan to use our www.banking.com web site and increased advertising to promote
awareness of our products and services.

Generate Incremental Revenue by Offering Additional Financial Products and
Services through the nFront System. We intend to generate incremental revenue
for ourselves and our client banks by providing additional products and services
to the client banks' customers through the nFront system. These additional
services may include, among others, insurance, brokerage and bill presentment
services. In

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addition to providing incremental revenue, these products and services should
enhance the client banks' positions as financial destinations on the Web and
improve customer retention for the banks.

Continue to Enhance Our Products and Services. We believe our system
architecture serves as the foundation for our future position as a leader in the
Internet banking market for small to mid-sized banks. We have made and intend to
continue to make substantial investments to improve our core technologies to
enhance the functionality and performance of our products and services.

PRODUCTS AND SERVICES

nFront offers products and services designed to enable banks to offer
complete branch banking services over the Internet to retail and commercial
customers. Our nHome product provides Internet banking services to a bank's
retail customers. Our nBusiness product provides these services to a bank's
commercial customers. We work closely with each of our client banks to design
the appearance of their Internet branches to achieve each bank's particular
branding objectives. The nFront Internet banking data center provides the
computers that operate as the web servers for the system, the communications
equipment, the data storage, retrieval and security software and hardware, as
well as the support personnel, necessary to operate each client bank's Internet
branch and connect each Internet branch to the bank's existing computer systems.

Through our outsourcing model, our client banks purchase our products as
services, paying us on a monthly basis depending on the level of usage by their
customers. Pricing for our nHome and nBusiness products include an up-front
implementation fee payable upon execution of the contract, recurring monthly
fees, transaction fees and fees for additional marketing and support services.

Products

nHome. The nHome product provides a bank's retail customers a wide array
of branch banking services over the Internet. nHome was initially released in
November 1996. As of March 31, 1999, there were 122 agreements with banks to
provide the nHome product to their customers. With the nHome product, a bank's
retail customers can:

- open new accounts;

- access account summaries and histories;

- download account information to personal finance software, such as
Intuit's Quicken or Microsoft's Money;

- receive electronic images of cleared checks;

- transfer funds;

- pay bills;

- manage pending transactions;

- generate custom reports;

- define event notifications;

- receive on-line customer support; and

- view a fully functional Internet banking demonstration.

nHome also includes components used by the client bank to support the
Internet branch. These administrative components include the ability for the
client

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banks' customers and potential customers to submit account applications in a
secure environment. Also, the client bank can automatically generate email
responses to customer applications, update product interest rates and terms and
receive customer-specific marketing and data analysis.

nBusiness. The nBusiness product provides to a bank's small business
customers comprehensive commercial banking services over the Internet. nBusiness
was initially released in March 1999 and as of March 31, 1999, there were 37
agreements with banks to provide the nBusiness product to their customers. The
product has been designed to enable the bank to generate additional fee revenue
by offering its commercial customers a broader array of commercial cash
management services than they currently offer. The nBusiness product provides
the bank the same administrative and support functions available in the nHome
product. With the nBusiness product, a bank's commercial customer receives the
functionality of the nHome product, plus, the customer can:

- debit customer accounts;

- issue stop payment orders;

- pay employees;

- create multiple user security profiles;

- issue wire transfers;

- facilitate direct deposit; and

- initiate electronic tax payments.

Services

We provide the implementation services necessary to install our products,
"brand" the bank's Internet branch and integrate the nFront products into the
bank's core processing system. For a typical nHome installation, the
implementation period currently averages approximately three months.
Additionally, we provide the following marketing and support services to our
client banks:

Client Bank Marketing Program. Our client bank marketing program offers
banks marketing campaigns aimed at converting existing bank customers to the
nFront system and acquiring new customers. The program consists of several
separate pre-designed segments from which the bank can choose. Each segment is
complete with "camera ready" collateral marketing material as well as media
campaign strategies. We may print and produce the materials at an additional
cost or the bank may choose a local vendor to print and produce the materials.

Employee Education Program. The Employee Education Program is a training
program designed to help client banks train their employees on the benefits of
the nFront system and Internet banking. nFront typically conducts training at
the client bank. Training covers topics such as connecting to and navigating the
Web, Internet banking, Internet security, email and related topics. nFront can
employ a "train-the-trainer" approach or train the client's front line staff.
The program includes leaders' guides and participants' kits.

Marketing Consulting Services. We also offer customized consulting
services for those banks with specific marketing and training needs. These
services include competitive analyses, performance reporting, product
recommendations and service and support recommendations. Consulting projects are
priced on a time and materials basis.

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<PAGE> 51

INTERNET BANKING DATA CENTER

All of our client bank Internet branches are hosted and processed in our
Internet banking data center. The data center contains the computers that
operate as the web servers for the system, the communications equipment, the
data storage, retrieval and security software and hardware, as well as the
support personnel, necessary to operate each client bank's Internet branch and
connect each Internet branch to the client bank's existing computer systems. The
data center communicates with a client bank by transferring the data directly
from the client bank's core system to our servers in the data center utilizing
direct data connections and a workstation running at the client bank.

Our data center provides a controlled access environment that includes a
high capacity battery backup system. The battery backup system provides
continuous power to all production systems including servers, monitors,
telecommunications equipment, and employee workstations. In addition, a diesel
power generator provides backup power to our entire facility in the event of an
extended power outage. We have recently entered into an agreement with Exodus
Communications that provides us with a redundant data center, which will allow
us to continue to provide service in the event of a catastrophic loss of our
primary data center. We expect this redundant data center to be operational by
the quarter ending September 30, 1999.

STRATEGIC MARKETING ALLIANCES

When evaluating Internet banking solutions, banks usually focus on the ease
of interface between their existing core banking software and the Internet
banking software. Core banking software is the central software within a bank
that processes information concerning banking transactions such as deposits and
withdrawals. The link between the core banking software and the Internet banking
software allows for the transfer of transactional data between both software
systems. We have formed strategic marketing alliances with vendors of core
banking software and outsourced data processing services who market our products
exclusively to their customer base. These relationships are typically for a five
year period. In addition, we have developed interfaces to the software systems
of each of these strategic alliance partners. Our alliances with core processors
include BISYS, BancTec, SPARAK and First Commerce Technologies.

We also have exclusive marketing alliances with other banking technology
providers such as BISYS Document Solutions, a bank check imaging company, and
Southern Data Systems, a bank platform automation company.

SALES

nFront utilizes a direct sales force that works closely with the national
sales forces of each of our strategic alliance partners to capitalize on their
existing relationships within the banking community to promote nFront's products
and services. Many of nFront's sales representatives are teamed with and
assigned a strategic alliance partner customer base on which to focus. The
strategic alliance partner sales representatives identify banks that are
interested in purchasing an Internet banking solution, qualify the customer and
then pass the qualified lead to the nFront sales person. The nFront sales person
manages the sale effort, provides a

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<PAGE> 52

demonstration of the products and negotiates and closes the sale. The nFront
sales representative continues to leverage the relationship throughout the sales
process and continues to work jointly with the strategic alliance partner's
sales representative. We compensate both our sales representatives and strategic
alliance partners with commissions.

In addition to sales representatives focused on the strategic alliance
partners, nFront also has sales representatives that focus exclusively on
specific geographic territories as well as a sales representative that contacts
nFront client banks to explore sales of additional and complementary nFront
products and services. Since December 1, 1998, we have added 12 new sales
representatives, to bring the total to 14 at March 31, 1999.

The typical sales cycle for nFront products is approximately 90 days. We
have recently implemented a sales force automation and customer relationship
management software system that will allow our sales force to view the complete
customer prospect listing, track progress in the sales cycle and report to
management sales progress, thereby facilitating a complete customer contact
program.

MARKETING

We have achieved our historical growth with minimal marketing expenditures.
We have utilized or intend to utilize the following programs and promotional
activities to enhance our sales efforts:

Advertising. We employ joint marketing efforts with our strategic alliance
partners nationwide, and we advertise in financial publications, trade magazines
and financial industry directories. In addition, the nFront logo appears on our
client banks' Internet branches further promoting the nFront name.

Public Relations. We proactively pursue public relations opportunities to
build brand awareness for nFront and its products. We target traditional print,
syndicated news services and industry events with our public relations programs.
We participate actively in industry trade shows, both on our own and jointly
with our strategic alliance partners. To date, participation in industry trade
shows has been our primary means of marketing.

Direct Mail. We use direct mail to deliver our message to the key decision
makers at all targeted banks in the United States. Direct mail campaigns will
often be co-branded with our strategic alliance partners.

Telemarketing. To support our direct mail campaigns and advertising, we
utilize telemarketing to target decision makers at community banks. We also use
telemarketing to pre-qualify Internet banking leads as well as to sell
additional products and services to existing nFront clients.

PRODUCT DEVELOPMENT

Our product development efforts focus on enhancing current product
functionality and adding new products to the nFront product line. We will
continue to develop real time interfaces, check imaging, bill payment and bill
presentment interfaces to our strategic alliance partners systems. New
functionality planned for nHome includes on-line brokerage, deposit imaging,
statement imaging, bill

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<PAGE> 53

presentment and credit scoring. New functionality planned for nBusiness includes
Internet payroll, managerial graphing capability, electronic data interchange
functionality and other business applications.

Our product development strategy includes clear definition and separation
of responsibilities. We approach each development effort using the same
fundamental set of guidelines and standards. The development process also allows
for feedback from nFront's client banks and from internal resources as defined
milestones are reached. nFront uses the rapid application development, or RAD,
technique in order to manage product development cycles to attempt to keep pace
with rapid changes in technology.

CLIENT BANKS

Our target market is the approximately 10,000 small to mid-sized banks in
the United States. As of March 31, 1999, we had 122 client banks, of which 83
had completed implementation and were operating an Internet branch. The average
asset size of our client banks as of that date was $490 million.

For the nine months ended March 31, 1999, no individual client bank
accounted for 10% of our total revenues, although client banks sold and billed
through the BISYS strategic marketing alliance represented 26% of our revenue
for that period. One client bank, First Commerce Bank, accounted for 14% of our
total revenues in the fiscal year ended June 30, 1998 and for 57% of our total
revenues in the fiscal year ended June 30, 1997.

COMPETITION

The Internet technology, financial services and secure network
communication industries all represent dynamic and competitive markets. We
continue to expect competition to intensify in the future, especially with
respect to Internet financial service products. Because of the diverse and
changing competitive marketplace in the financial services industry and for
Internet related products and services, there can be no assurance that we have
identified or considered all possible present and future competitors or that the
discussion set forth below represents a complete coverage of competition.

We believe that we face two basic levels of competition in our market. The
first is competition from companies offering competitive Internet banking
solutions to banks. The second is competition which our client banks face in
providing Internet-based financial products and services to their customer base.

We believe that the principal competitive factors in our market are
industry trust, technical capabilities, operating effectiveness, cost and
scalability, customer service, security, speed to market, and capital. Many of
our competitors have the financial, technical and marketing resources, plus
established industry relationships, to better compete based on these factors.
Competitive pressures we face may have a material adverse effect on our
business, financial condition or operating results.

The market for on-line banking and financial software and services is
competitive, rapidly evolving and subject to technological change. With the
continued development of the Internet as an alternative means of delivering
financial services, we expect competition to intensify. Principal competitors
currently include

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<PAGE> 54

software companies that provide comprehensive in-house software and Internet
integration tools for on-line banking and brokerage solutions and outsourcing
companies that provide similar product functionality to different target
markets.

With respect to solution providers in competition with us, while we believe
no other company delivers comprehensive, outsourced Internet products and
services to banks in our target market, there are a number of companies that
have similar products and services such as Digital Insight, Edify, FundsXpress,
Q-UP, First Data Direct Banking and Security First Technologies. However, many
of our current and potential competitors have longer operating histories,
greater name recognition, larger customer bases and significantly greater
financial, technical and marketing resources.

We also believe that the competitive forces facing us include the various
competitive alternative approaches for Internet banking solutions, such as thin
servers; fat clients (personal financial management software) and in-house
development. Each of these alternatives competes with our fat server, outsourced
solution.

In providing Internet banking solutions to their customers, our client
banks face competition not only from other banks, but also from non-bank
financial institutions, such as brokerage firms and on-line service providers
such as E*TRADE, Intuit's Quicken.com and Yahoo! Finance.

GOVERNMENT REGULATION

We are not licensed by the Office of the Comptroller of the Currency, the
Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of
Thrift Supervision, the National Credit Union Association or other Federal or
state agencies that regulate or monitor banks or other types of providers of
financial electronic commerce services. Federal, state or foreign agencies may
attempt to regulate our activities. Congress could enact legislation that would
require us to comply with data, record keeping, processing and other
requirements. We may be subject to additional regulation as the market for our
business continues to evolve. For example, Regulation E, which is promulgated by
the Federal Reserve Board, governs electronic fund transfers made by regulated
financial institutions and providers of access devices and electronic fund
transfer services, including many aspects of our services. Under Regulation E,
our client banks are required, among other things, to provide disclosure to
retail customers, to comply with notification periods regarding changes in the
terms of service provided and to follow specified procedures for dispute
resolutions. The Federal Reserve Board may adopt new rules and regulations for
electronic funds transfers that could lead to increased operating costs and
could also reduce the convenience and functionality of our services, possibly
resulting in reduced market acceptance. Because of the growth in the electronic
commerce market, Congress has held hearings on whether to regulate providers of
services and transactions in the electronic commerce market, and Federal or
state authorities could enact laws, rules or regulations affecting our business
operations. We also may be subject to Federal, state and foreign money
transmitter laws, encryption and security export laws and regulations and state
and foreign sales and use tax laws. If enacted or deemed applicable to us, these
laws, rules or regulations could be imposed on our activities or our business
thereby

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rendering our business or operations more costly, burdensome, less efficient or
impossible, any of which could have a material adverse effect on our business,
financial condition and operating results.

The market we currently target, the financial services industry, is subject
to extensive and complex Federal and state regulation. Our current and
prospective clients, which consist primarily of commercial banks and thrifts,
operate in markets that are subject to extensive and complex Federal and state
regulations and oversight. While we are not directly subject to these
regulations, our services and related products must be designed to work within
the extensive and evolving regulatory constraints in which our clients operate.
These constraints include Federal and state truth-in-lending disclosure rules,
state usury laws, the Equal Credit Opportunity Act, the Electronic Funds
Transfer Act, the Fair Credit Reporting Act, Bank Secrecy Act and the Community
Reinvestment Act. Because many of these regulations were promulgated before the
development of our solution, the application of these regulations to our
solution must be determined on a case by case basis. We do not make
representations to client banks regarding the applicable regulatory
requirements, but instead rely on each bank making its own assessment of the
applicable regulatory provisions in deciding whether to become a client bank.
Furthermore, some consumer groups have expressed concern regarding the privacy,
security and interchange pricing of financial electronic commerce services. It
is possible that one or more states or the federal government may adopt laws or
regulations applicable to the delivery of financial electronic commerce services
in order to address these or other privacy concerns. It is not possible to
predict the impact that any of these regulations could have on our business.

We currently offer services on the Internet. Due to the increasing
popularity of the Internet, it is possible that laws and regulations may be
enacted with respect to the Internet, covering issues such as user privacy,
pricing, content, characteristics and quality of services and products. The
adoption of any of these laws or regulations may limit the growth of the
Internet, which could affect our ability to utilize the Internet to deliver
banking and other financial electronic commerce services.

INTELLECTUAL PROPERTY

Our success will be heavily dependent upon proprietary technology. We rely
primarily on a combination of patent, copyright and trademark laws, trade
secrets, confidentiality procedures and contractual provisions to protect our
proprietary rights. These laws, procedures and contracts provide only limited
protection. We have applied for the federal registration of service marks for
"nFront," "nHome" and "nBusiness." We have also registered the domain names
"banking.com" and "nFront.com." Despite the precautions that we take, it may be
possible for unauthorized third parties to copy aspects of our current or future
products or to obtain and use information that we regard as proprietary. The
means we employ to protect our proprietary rights may not be adequate.
Additionally, our competitors may independently develop similar or superior
technology. Policing unauthorized use of software is difficult and some foreign
laws do not protect nFront's proprietary rights to the same extent as United
States laws. Litigation may be necessary in the future to enforce our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of the proprietary rights of others. Litigation could

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<PAGE> 56

result in substantial costs and diversion of our resources and could materially
adversely affect our business, operating results, and financial condition.

EMPLOYEES

As of March 31, 1999, we had 70 full-time employees. We have never had a
work stoppage and none of our employees are represented under collective
bargaining agreements. We consider our employee relations to be good.

FACILITIES

Our Internet banking data center and administrative, sales, marketing and
development facilities are located in approximately 13,800 square feet of office
space in Norcross, Georgia. This facility is leased to us through August 1,
2003. In addition, we lease approximately 1,000 square feet in a facility in
Bogart, Georgia, which serves as a location for many of our graphic designers.
We are in the process of expanding our Norcross offices to a total of
approximately 20,000 square feet.

LEGAL PROCEEDINGS

nFront is not a party to any material legal proceeding.

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MANAGEMENT

The following table sets forth information about the executive officers and
directors of nFront:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- ------------------------------------
<S> <C> <C>
Brady L. "Tripp" Rackley III........ 28 Chairman of the Board of Directors
and Chief Executive Officer
Robert L. Campbell.................. 48 President, Chief Operating Officer
and Director
Jeffrey W. Hodges................... 32 Chief Financial Officer and
Secretary
Brady L. Rackley.................... 55 Director
Thomas E. Greene III................ 51 Director
Charles D. Moseley, Jr.............. 56 Director (1)(2)
William H. Scott III................ 51 Director (1)
James A. Verbrugge.................. 58 Director (2)
Vincent R. Brennan.................. 36 Senior Vice President -- Sales
Steven S. Neel...................... 29 Senior Vice President -- Operations
W. Derek Porter..................... 27 Vice President -- Research and
Development
Adam M. Naide....................... 32 Vice President -- Marketing
Alan W. Powell...................... 29 Vice President -- Sales
</TABLE>

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

(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.

Brady L. "Tripp" Rackley III, founder of nFront, has served as Chairman of
the Board and Chief Executive Officer of nFront since its inception in 1996.
Prior to forming nFront, Mr. Rackley served as Chief Operating Officer of
LeapFrog Technologies, Inc., a software development company, from October 1995
until February 1996, and as Vice President -- Development of Systeme Corp., a
software development company, from December 1992 until September 1995. Mr.
Rackley received an Industrial Engineering degree from the Georgia Institute of
Technology and has post-graduate studies in business and human computer
interface from the University of Central Florida. Mr. Rackley is also a member
of the board of the Alexander-Tharpe Foundation, Inc. Mr. Rackley is the son of
Brady L. Rackley.

Robert L. Campbell has served as President and Chief Operating Officer of
nFront since July 1998 and as a Director since September 1998. Prior to joining
nFront, Mr. Campbell worked as an independent consultant for Campbell and
Associates from January to July 1998. Mr. Campbell served as President of
Insight Management, a professional services business, from January 1997 until
November 1997. Mr. Campbell served as President and Chief Executive Officer of
Servantis Systems, Inc., a banking and electronic commerce software and services
firm from July 1993 until the company's acquisition by CheckFree Corp. in March
1996. Mr. Campbell received a Bachelors of Science Degree and a Masters of
Business Administration from the University of Tennessee.

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Jeffrey W. Hodges has served as Chief Financial Officer of nFront since
November 1998 and was elected Secretary in April 1999. Prior to joining nFront,
Mr. Hodges served as Vice President -- Controller of Powertel, Inc., a public
wireless telecommunications provider, from June 1995 until November 1998. From
December 1988 until June 1995, Mr. Hodges served as an auditor at Arthur
Andersen, LLP, an independent accounting firm, serving most recently as Audit
Manager from 1992 to 1995. Mr. Hodges is a graduate of Auburn University with a
degree in accounting and is a Certified Public Accountant.

Brady L. Rackley has served as a Director of nFront since its inception in
1996 and served as Secretary from inception to April 1999. From 1990 until 1995,
Mr. Rackley was the President and Chief Executive Officer of Systeme Corp., a
software development company. Mr. Rackley also has served as the Chairman of the
Board, President and Chief Executive Officer of LeapFrog Technologies, Inc., a
software development Company, since October 1995. Mr. Rackley is the father of
Brady L. "Tripp" Rackley III.

Thomas E. Greene III has served as a Director of nFront since May 1998. Mr.
Greene has served as Chairman of Liberty Street Capital Corporation, an
investment banking company, since May 1995. Prior to joining Liberty Street
Capital Corporation, Mr. Greene served as Vice President of Municipal Finance of
Goldman Sachs & Co. from May 1993 until May 1995.

Charles D. Moseley, Jr. has served as a Director of nFront since May 1998
and as a member of the Audit and Compensation Committees of the Board of
Directors of nFront since November 1998. Mr. Moseley is a member of MKFJ-IV,
LLC, which is the general partner of Noro-Moseley Partners IV, L.P., a venture
capital firm. Mr. Moseley founded Noro-Moseley Partners in 1983, and he is a
director of several private companies. Mr. Moseley received a Bachelors of
Industrial Engineering degree from the Georgia Institute of Technology and a
Masters of Business Administration from Harvard University.

William H. Scott III has served as a Director and a member of the
Compensation Committee of nFront since November 1998. Mr. Scott has served as
the President of ITC Holding Co., a telecommunications service provider, since
December 1991, and has been a director of ITC Holding Co. since May 1989. Mr.
Scott is also an officer and director of several ITC Holding Co. subsidiaries.
In addition, Mr. Scott serves on the Board of Directors of Mindspring
Enterprises, Inc., an Internet service provider; Innotrac Corporation, a
customized, technology-based marketing support services company; ITC Deltacom,
Inc., a full-service telecommunications provider; and Knology Holdings, Inc., a
broadband telecommunications service provider, formerly known as CyberNet
Holdings, Inc. Mr. Scott received a Bachelor of Arts degree from Presbyterian
College and a Masters degree in Business Administration from the University of
Georgia.

James A. Verbrugge has served as a Director and a member of the Audit
Committee of nFront since May 1998. Dr. Verbrugge has served as Professor of
Finance at the University of Georgia since 1968 and currently serves as Chairman
of the University's Department of Banking and Finance. Dr. Verbrugge is also a
member of the Board of Directors of Proactive Technologies Inc., an airport
hospitality services and real estate holding company. Dr. Verbrugge received a
Ph.D. in Economics from the University of Kentucky.

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<PAGE> 59

Vincent R. Brennan has served as Senior Vice President -- Sales of nFront
since March 1998 and is responsible for growing and managing nFront's sales,
marketing and business development units. From September 1998 until March 1999,
Mr. Brennan served as Senior Vice President -- Sales and Marketing of nFront.
Prior to joining nFront, Mr. Brennan was employed by John H. Harland Co. from
June 1986 until September 1998, serving as Senior Vice President -- Sales,
managing the financial markets division from December 1995 until September 1998
and as Vice President from April 1993 until December 1995. Mr. Brennan received
a Bachelor's degree in Business Administration from the University of
Connecticut.

Steven S. Neel has served as Senior Vice President -- Operations of nFront
since July 1996 and is responsible for enhancing customer satisfaction by
implementing and supporting the nFront products and services. Prior to joining
nFront, Mr. Neel served as Vice President -- Implementations of LeapFrog
Technologies, Inc., a software development company, from October 1995 until July
1996. Prior to joining LeapFrog Technologies, Inc., Mr. Neel was a partner from
April 1993 until October 1995 in an Atlanta-based consulting firm where he
obtained experience in the financial services industry. Mr. Neel received a
Bachelor's degree in Management from the Georgia Institute of Technology.

W. Derek Porter has served as Vice President -- Research and Development of
nFront since its inception in 1996 and is responsible for product development
and data center operations. Prior to joining nFront, Mr. Porter worked for
LeapFrog Technologies, Inc., a software development company, as Internet Product
Manager and Director of Product Strategy. Prior to entering the banking software
industry, Mr. Porter worked with IBM Corporation in various technical roles
ranging from technical product support to LAN Applications Specialist. Mr.
Porter received a Bachelor's degree in Management from the Georgia Institute of
Technology.

Adam M. Naide has served as Vice President -- Marketing of nFront since
April 1999 and is responsible for all consumer marketing and product marketing
functions. Prior to joining nFront, Mr. Naide spent ten years in
marketing-management related positions including Director of Marketing with
Primestar Inc., a satellite communications company, from April 1998 until March
1999, Director of Marketing with Cox Communications, a media conglomerate, from
October 1994 until March 1998, and Account Executive with InterServ Services
Corp., a marketing services company, from December 1993 until June 1994. Mr.
Naide consulted independently from July 1994 until September 1994. Mr. Naide
received a Bachelor's degree in Business Administration from Emory University
and a Masters of Business Administration from the University of Georgia.

Alan W. Powell has served as Vice President -- Sales of nFront since August
1997 and is responsible for both partner and non-partner sales and managing and
training the sales department. From May 1997 until August 1997, Mr. Powell was
an Account Executive with nFront. From August 1995 until joining nFront, Mr.
Powell served as a Regional Sales Engineer with Renishaw, Inc., an aerospace
products manufacturer. Prior to joining Renishaw, Mr. Powell worked as an
account engineer with both Sorel Equipment Co. from February 1995 until August
1995 and James Industrial from February 1993 until February 1995. Mr. Powell
received a Bachelor's degree in Industrial Engineering from the Georgia
Institute of Technology.

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TERMS OF DIRECTORS AND EXECUTIVE OFFICERS

The Board of Directors is divided into three classes, each of whose members
serve for a staggered three-year term. The Board currently consists of three
Class I directors (Messrs. Brady L. "Tripp" Rackley III, Campbell and Greene),
one Class II director (Mr. Verbrugge) and three Class III directors (Messrs.
Brady L. Rackley, Moseley and Scott). At each annual meeting of shareholders, a
class of directors will be elected for a three-year term to succeed the
directors of the same class whose terms are then expiring. The terms of the
initial Class I directors, Class II directors and Class III directors will
expire upon the election and qualification of successor directors at the 1999,
2000 and 2001 annual meetings of shareholders, respectively. The executive
officers serve at the pleasure of the Board of Directors.

COMMITTEES OF THE BOARD OF DIRECTORS

The members of the Audit Committee are Charles D. Moseley, Jr. and James A.
Verbrugge. The Audit Committee reviews the scope and timing of our audit
services and any other services our independent auditors are asked to perform,
the auditor's report on our financial statements following completion of their
audit and their policies and procedures with respect to internal accounting and
financial control. In addition, the Audit Committee makes annual recommendations
to the Board of Directors for the appointment of independent auditors for the
following year.

The members of the Compensation Committee are Charles D. Moseley, Jr. and
William H. Scott III. The Compensation Committee reviews and evaluates the
compensation and benefits of all our officers, reviews general policy matters
relating to compensation and benefits of employees of nFront and makes
recommendations concerning these matters to the Board of Directors. The
Compensation Committee also administers our stock option plans.

COMPENSATION OF DIRECTORS

Neither employee nor non-employee directors receive cash compensation for
services performed in their capacity as directors. We reimburse each director
for reasonable out-of-pocket expenses incurred in attending meetings of the
Board of Directors and any of its committees. In addition, directors who are not
nFront employees are eligible to receive options under the nFront Director Stock
Option Plan. Under this plan, eligible directors may receive an option to
purchase 2,500 shares of nFront common stock upon becoming a director and 1,000
additional shares each subsequent year immediately following the annual meeting
of shareholders. At the first annual meeting of shareholders after the effective
date of this offering, nFront intends to grant options pursuant to the Director
Stock Option Plan to purchase 1,000 shares of nFront common stock to each of our
non-employee directors who are either re-elected at that meeting or whose terms
continue beyond the meeting.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

There are no Compensation Committee interlocks.

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EXECUTIVE COMPENSATION

Summary Compensation Table. The following table sets forth the total
compensation paid or accrued by us in 1998 for our Chief Executive Officer, our
only executive officer whose total annual salary and bonuses determined at June
30, 1998 exceeded $100,000.

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------- OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- --------------------------- ---- -------- -------- ------------
<S> <C> <C> <C> <C>
Brady L. "Tripp" Rackley III............ 1998 $134,668 $ 0 $25,402(1)
Chairman of the Board and Chief
Executive Officer
</TABLE>

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

(1) Includes $13,785 in personal automobile expenses and $10,000 in country club
dues.

STOCK OPTION AND OTHER COMPENSATION PLANS

nFront, Inc. Stock Incentive Plan. Our Stock Incentive Plan became
effective on September 9, 1998. The aggregate number of shares of nFront common
stock reserved for issuance under the Stock Incentive Plan is 2,188,900 shares.
The number of shares of common stock available for issuance under the Stock
Incentive Plan shall automatically increase on the last trading day of the last
month of each of nFront's fiscal years, beginning with the fiscal year ending
June 30, 2000 and continuing through the fiscal year ending June 30, 2004, by a
number of shares equal to one and one-half percent (1.5%) of the total number of
shares of common stock outstanding on the last trading day of the month
preceding the final month of each such fiscal year, but in no event shall any
such annual increase exceed 1,000,000 shares (as adjusted for any change
contemplated in Section 11 hereof). The purpose of the Stock Incentive Plan is
to provide incentives for key employees, officers, consultants and directors to
promote the success of nFront, thereby benefiting shareholders and aligning the
economic interests of the participants with those of the shareholders. Awards
granted under the Stock Incentive Plan may be either restricted stock or options
intended to qualify as "incentive stock options" or nonqualified stock options.

As of March 31, 1999, options to purchase 959,782 shares of common stock
were outstanding under the Stock Incentive Plan at a weighted average exercise
price of $1.26 per share. No shares of common stock had been issued upon
exercise of options granted under the Stock Incentive Plan.

Incentive Compensation Plan. We adopted a cash incentive compensation plan
for our 1999 fiscal year. The plan is administered by the Compensation Committee
of the Board of Directors, which determines eligible participants, performance
goals, measurement criteria, performance ratings and amount and timing of
payments. Awards under the plan are determined annually on the basis of our
performance over the year in relation to pre-determined financial and operating
goals. All awards are paid in full, in cash, following the year of performance.
Awards are granted under the plan at the sole discretion of the Compensation
Committee.

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nFront Director Stock Option Plan. The nFront Director Stock Option Plan
became effective in April 1999. The aggregate number of shares of nFront common
stock reserved for issuance under the Director Stock Option Plan is 200,000
shares. At the first annual meeting of shareholders after the effective date of
this offering, nFront intends to grant options pursuant to the Director Stock
Option Plan to purchase shares of nFront common stock to each of our
non-employee directors who are either re-elected at such meeting or whose terms
continue beyond the meeting.

EMPLOYMENT AGREEMENTS

Brady L. "Tripp" Rackley III and Robert L. Campbell have entered into
employment agreements and non-disclosure, non-solicitation and non-competition
agreements with nFront. Under the employment agreements, Mr. Rackley is entitled
to receive an annual base salary of $175,000 and Mr. Campbell is entitled to an
annual base salary of $135,000. Both are entitled to bonuses as determined by
the Board of Directors. In addition, both are eligible to participate in
nFront's Stock Incentive Plan. Under the terms of the non-disclosure,
non-solicitation and non-competition agreements, Messrs. Rackley and Campbell
have assigned to nFront all of their copyrights, trade secrets and patent rights
that relate to the business of nFront. Additionally, they have agreed not to
compete with nFront during the term of their employment and for one year
afterward. They have also agreed not to solicit customers and employees of
nFront for a period of one year following termination of their employment with
nFront. If nFront terminates their employment when they had not violated any
specific provision of the agreement or they terminate their employment for
reasons that are deemed to be proper under the agreements, they will be entitled
to receive severance payments equal to the amount of their then-current base
salary and benefits for a twelve month period following termination.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our Second Amended and Restated Articles of Incorporation provide that the
liability of our directors for monetary damages shall be eliminated to the
fullest extent permissible under Georgia law and that we may indemnify our
officers, employees and agents to the fullest extent permitted under Georgia
law.

Our Amended and Restated Bylaws provide that we must indemnify our
directors against all liabilities to the fullest extent permitted under Georgia
law and that we must advance all reasonable expenses incurred in a proceeding
where the director was either a party or a witness because he or she was a
director.

We have entered into agreements that require us to indemnify our directors
and our officers to the full extent permitted under Georgia law. In addition, we
have agreed to defend, hold harmless and indemnify our directors and our
officers against any obligation to pay a judgment, penalty, fine, expenses and
settlement amounts in connection with any action, suit or proceeding brought by
reason of the fact that he or she is a director or officer, as the case may be,
of nFront or is serving, at the request of nFront, as a director, officer,
employee, agent or consultant of another entity. No indemnification will be
provided for any misappropriation of any nFront business opportunity, any act or
omission involving intentional misconduct or a knowing violation of law, any
transaction from which an improper personal benefit was received and other types
of liability under Georgia law. Further, nFront will pay

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<PAGE> 63

expenses incurred by directors and officers in defending any covered action,
suit or proceeding in advance of the final disposition of such action, suit or
proceeding. We believe that these agreements, as well as the provisions
contained in our articles and bylaws described above, are necessary to attract
and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors of nFront pursuant to the provisions of our
charter documents, Georgia law or the agreements described above, nFront has
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

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<PAGE> 64

CERTAIN TRANSACTIONS

RELATED PARTY TRANSACTIONS

In January 1997, LeapFrog Technologies, Inc., a Georgia corporation of
which Brady L. Rackley is Chairman of the Board, exchanged office furniture
having a fair market value of $83,986 for programming services furnished by
nFront having the same value. In October 1997, we loaned Mr. Rackley $20,000,
and he repaid $20,875 in February 1998, constituting payment in full. The loan
was unsecured and had an interest rate of 10.5% per year. In addition, nFront
has retained Mr. Rackley to provide marketing and sales consulting services to
nFront for $70,000 per year. Mr. Rackley is a Director and principal shareholder
of nFront.

During the period from October 1997 through January 1998, we borrowed a
total of $90,000 from Brady L. "Tripp" Rackley III, our Chief Executive Officer.
The loans were unsecured, had an interest rate of 10.5% per year and were repaid
in February 1998.

In May 1998, we issued to Noro-Moseley Partners IV, L.P. 255,885 shares of
redeemable convertible preferred stock at a per share price of $9.77. These
shares will be automatically converted into 2,034,285 shares of common stock
upon the completion of this offering. One of our directors, Mr. Charles D.
Moseley, Jr., is a member of MKFJ-IV, LLC, the general partner of Noro-Moseley.

In May 1998, we paid a $125,000 fee to Liberty Street Capital, an
investment banking company controlled by Mr. Thomas E. Greene III, one of our
directors. The fee was payment for services provided by Liberty Street Capital
to us in connection with the investment in nFront by Noro-Moseley.

In April 1999, we entered into a debenture purchase agreement with Noro-
Moseley Partners IV, L.P. Under this agreement, Noro-Moseley agreed to purchase
up to $5.0 million of senior subordinated debentures upon request by us. No
debentures have been issued under this agreement. The obligation of Noro-Moseley
to purchase debentures under the agreement expires upon the occurrence of this
offering. In exchange for its commitment under the agreement, we will issue to
Noro-Moseley a three-year warrant to purchase a number of shares of common stock
equal to $500,000 divided by the initial public offering price of our common
stock and exerciseable at that price.

Our Chief Executive Officer, Mr. Rackley, and our President, Mr. Campbell,
have employment agreements described in "Management -- Employment Agreements."

Our Board of Directors has adopted a resolution whereby all future
transactions with related parties, including any loans from us to our officers,
directors, principal shareholders or affiliates, must be approved by a majority
of the Board of Directors, including a majority of the independent and
disinterested members of the Board of Directors or a majority of the
disinterested shareholders and must be on terms no less favorable to us than
could be obtained from unaffiliated third parties.

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<PAGE> 65

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information with respect to the beneficial
ownership of our common stock as of the date of this prospectus and as adjusted
to reflect the sale by nFront of the common stock being offered hereby with
respect to:

- each of our directors;

- each of the selling shareholders;

- each shareholder known by us to be the beneficial owner of more than 5%
of the outstanding shares of common stock; and

- all of our executive officer and directors as a group.

<TABLE>
<CAPTION>
SHARES SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING NUMBER OF AFTER THE OFFERING
NAME OF BENEFICIAL -------------------------- SHARES BEING -------------------------
OWNER(1) SHARES PERCENTAGE(2) OFFERED SHARES PERCENTAGE(2)
- ------------------ ---------- ------------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Brady L. "Tripp"
Rackley III........ 3,295,513 30.8% 133,624 3,161,889 22.3%
Brady L. Rackley(3).. 3,173,449 29.7% 128,675 3,044,774 21.5%
Noro-Moseley Partners
IV, L.P.(4)........ 2,531,822 23.6% 100,631 2,431,191 17.1%
W. Derek Porter...... 596,250 5.6% 24,176 572,074 4.0%
William H. Scott
III................ 203,432 1.9% 203,432 1.4%
James A. Verbrugge... 119,250 1.1% 119,250 *
Thomas E. Greene
III................ 119,250 1.1% 4,835 114,415 *
Steven S. Neel....... 198,750 1.9% 8,059 190,691 1.3%
Robert L. Campbell... 81,368 * 81,368 *
Charles D. Moseley,
Jr.(5)............. 2,531,822 23.6% (5) 2,431,191 17.1%
All directors and
executive officers
as a group (13
persons)........... 10,359,727 96.4% 9,959,727 69.9%
</TABLE>

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

* Less than 1% of the outstanding common stock.

(1) Except as set forth herein, the business address of the named beneficial
owner is c/o nFront, Inc., 520 Guthridge Court, NW, Suite 100, Norcross,
Georgia 30092.

(2) For purposes of calculating the percentage beneficially owned, the number of
shares of common stock deemed outstanding prior to and after the offering
consists of: (i) 8,661,867 shares outstanding as of March 31, 1999, plus
(ii) 2,034,285 shares issued upon automatic conversion of the redeemable
convertible preferred stock as a result of this offering. No person in the
above table holds options that may be exercised within 60 days following the
date of this prospectus. The number of shares of common stock deemed
outstanding after this offering includes an additional 3,500,000 shares that
are being offered for sale by nFront in this offering. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission that deem shares to be beneficially owned by any person or group
who has or shares voting and investment power with respect to these shares.

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<PAGE> 66

(3) Includes 66,250 shares beneficially owned by Mr. Rackley's wife, Katharine
S. Rackley, 728,750 shares beneficially owned by The Katharine Rackley
Grantor Retained Annuity Trust and 728,750 shares beneficially owned by The
Brady Rackley Grantor Retained Annuity Trust. Mr. Rackley disclaims
beneficial ownership of shares held by Ms. Rackley or either of the trusts.

(4) Includes 2,034,285 shares of common stock issued upon automatic conversion
of all shares of preferred stock and 50,000 shares of common stock issuable
upon exercise of a warrant which will be issued to Noro-Mosley Partners at
the closing of the offering pursuant to the Debenture Purchase Agreement
described in "Certain Transactions." The address of Noro-Moseley Partners
IV, L.P. is 9 North Parkway Square, 4200 Northside Parkway, Atlanta, Georgia
30327.

(5) Consists of the 2,531,821 shares benefically owned by Noro-Moseley Partners
IV, L.P. Mr. Moseley is a member of MKFJ-IV, LLC, which is the general
partner of Noro-Moseley Partners IV, L.P. Mr. Moseley disclaims beneficial
ownership of the shares owned by Noro-Moseley Partners IV, L.P. Mr.
Moseley's address is 9 North Parkway Square, 4200 Northside Parkway,
Atlanta, Georgia 30327.

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<PAGE> 67

DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of nFront consists of 70,000,000 shares of
common stock, no par value per share, and 10,000,000 shares of preferred stock,
no par value per share. The following summary is a description of the material
terms of our capital stock and is subject to, and qualified in its entirety by
reference to, the provisions of nFront's Second Amended and Restated Articles of
Incorporation, which is included as an exhibit to the Registration Statement of
which this prospectus is a part, and by the provisions of applicable law.

COMMON STOCK

As of March 31, 1999, there were 8,661,867 shares of nFront common stock
outstanding held of record by 13 shareholders. There will be 14,196,152 shares
of common stock outstanding (assuming no exercise of outstanding options or
warrants after March 31, 1999) after giving effect to the sale of common stock
offered to the public in this offering and conversion of the redeemable
convertible preferred stock. The holders of common stock are entitled to one
vote for each share held of record on all matters submitted to a vote of
shareholders. There are no cumulative voting rights. Subject to preferences that
may be applicable to any outstanding shares of preferred stock, the holders of
common stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors out of funds legally available for the
payment of dividends. In the event of a liquidation, dissolution or winding up
of nFront, the holders of common stock are entitled to share ratably in all
assets remaining after payment of liabilities and liquidation preferences of any
outstanding shares of preferred stock. Holders of common stock have no
preemptive rights or rights to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock. All outstanding shares of common stock are fully paid and
nonassessable, and the shares of common stock to be issued upon completion of
this offering will be fully paid and nonassessable.

PREFERRED STOCK

Upon completion of the offering, all outstanding shares of redeemable
convertible preferred stock will be converted into an aggregate of 2,034,285
shares of common stock. Pursuant to nFront's Second Amended and Restated
Articles of Incorporation, the Board of Directors has the authority, without
further action by the shareholders, to issue up to 10,000,000 shares of
preferred stock in one or more series and to fix the designations, powers,
preferences, privileges and relative, participating, optional or special rights
and the qualifications, limitations or restrictions thereof, including dividend
rights, conversion rights, voting rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the rights of the common
stock.

The Board of Directors, without shareholder approval, can issue preferred
stock with voting, conversion or other rights that could adversely affect the
voting power and other rights of the holders of common stock. Preferred stock
could thus be issued quickly with terms calculated to delay or prevent a change
of control of

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<PAGE> 68

nFront or make removal of management more difficult. Additionally, the issuance
of preferred stock may have the effect of decreasing the market price of the
common stock and may adversely affect the voting and other rights of the holders
of common stock. The Company has no plans to issue any preferred stock.

WARRANTS

Concurrent with completion of this offering, nFront will issue to
Noro-Moseley Partners IV, LLC a warrant to purchase a number of shares of common
stock equal to $500,000 divided by the initial public offering price in this
offering. This warrant, which expires on the third anniversary of the date of
issuance, has an exercise price equal to the price per share of the shares sold
in this offering. The warrant is being issued in connection with the debenture
purchase agreement by Noro-Moseley described in "Certain Transactions" above.

ANTITAKEOVER PROVISIONS OF OUR SECOND AMENDED AND RESTATED ARTICLES OF
INCORPORATION, AMENDED AND RESTATED BYLAWS AND GEORGIA LAW

Preferred Stock. As noted above, nFront's Board of Directors, without
shareholder approval, has the authority under nFront's Second Amended and
Restated Articles of Incorporation to issue preferred stock with rights superior
to the rights of the holders of common stock. As a result, preferred stock could
be issued quickly and easily, could adversely affect the rights of holders of
common stock and could be issued with terms calculated to delay or prevent a
change of control of nFront or make removal of management more difficult.

Shareholder Meetings. Under nFront's Amended and Restated Bylaws, the
shareholders may call a special meeting only upon the request of holders of at
least 35% of votes entitled to be cast on each issue proposed to be considered
at the special meeting. Additionally, the Board of Directors, the Chairman of
the Board, the Chief Executive Officer or the President of nFront may call
special meetings of shareholders.

Requirements for Advance Notification of Shareholder Proposals and Director
Nominations. nFront's Amended and Restated Bylaws establish advance notice
procedures with respect to shareholder proposals and the nomination of
candidates for election as directors, other than nominations made by or at the
direction of the Board of Directors or a committee thereof.

Classified Board and Removal of Directors. nFront's Second Amended and
Restated Articles of Incorporation provide for a seven member board of directors
to be elected, initially, to staggered one, two and three year terms and,
thereafter, for successive three year terms. Also, the directors may only be
removed from office for cause by the majority vote of the shareholders at a
meeting for which notice of the removal action has been properly given.

Georgia Business Combination Statute. nFront has elected in its Amended
and Restated Bylaws to be subject to provisions of Georgia law prohibiting
various business combinations involving shareholders that have an economic
interest in the transaction for a period of five years after the shareholder
becomes an interested shareholder of nFront. A "business combination" includes,
among other things, a merger or consolidation involving nFront and the
interested shareholder and the sale

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<PAGE> 69

of 10% or more of nFront's assets. In general, the Georgia Business Combination
Statute defines an "interested shareholder" as any entity or person beneficially
owning 15% or more of the outstanding voting stock of nFront and any entity or
person affiliated with or controlling or controlled by such entity or person.

Georgia Fair Price Statute. The Company has elected in its Amended and
Restated Bylaws to be subject to the "Fair Price" provisions under Georgia law.
These provisions require that a "business combination" with an "interested
shareholder" must be approved by directors of nFront who will continue to be
directors following the business combination and shareholders other than the
interested shareholders. The Fair Price provisions do not restrict a business
combination if the cash, stock or other property received by nFront's
shareholders meet various fair value criteria described in the statute.

These charter provisions and provisions of Georgia law may have the effect
of delaying, deterring or preventing a change of control of nFront.

REGISTRATION RIGHTS

Pursuant to a Shareholder Agreement with nFront, dated as of May 13, 1998,
and the Stock Purchase Warrant between nFront and Noro-Moseley, investors
holding an aggregate of 10,746,152 shares of common stock (including 2,034,285
shares issued upon conversion of the Redeemable Convertible Preferred Stock and
50,000 shares issuable upon exercise of the Warrant to be issued to
Noro-Moseley) are entitled to specified rights with respect to the registration
of these shares under the Securities Act. At any time, following a public
offering of nFront's common stock, any such investor may request that nFront
file a registration statement that covers the sale of at least 40% of the shares
of common stock held by the investor. An investor may require that nFront
register its common stock for resale only one time, other than as described
below. In addition, if nFront proposes to register any of its securities under
the Securities Act, either for its own account or for the account of other
security holders, the investors are entitled to notice of the registration and
to include shares of common stock in the registration at nFront's expense. All
of these registration rights are subject to conditions and limitations, among
them the right of the underwriters of an offering to limit the number of shares
included in the registration.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is American Stock
Transfer & Trust Company.

NASDAQ NATIONAL MARKET LISTING

nFront has applied to have its common stock approved for listing on the
Nasdaq National Market under the symbol NFNT.

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<PAGE> 70

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for nFront's common
stock, and there can be no assurance that a significant public market for the
common stock will be developed or be sustained after this offering. Sales of
substantial amounts of common stock in the public market after this offering, or
the possibility of these sales occurring, could adversely affect prevailing
market prices for the common stock or the future ability of nFront to raise
capital through an offering of equity securities.

After this offering, nFront will have outstanding an aggregate of
14,196,152 shares of common stock. Of these shares, the 3,900,000 shares offered
hereby will be freely tradeable in the public market without restriction under
the Securities Act, unless these shares are held by "affiliates" of nFront, as
that term is defined in Rule 144 under the Securities Act or by persons subject
to other contractual or legal restrictions on resale. The remaining 10,296,152
shares of common stock outstanding upon completion of this offering will be
"restricted securities," as that term is defined in Rule 144 under the
Securities Act. The restricted securities were issued and sold by nFront in
private transactions in reliance upon exemptions from registration under the
Securities Act. Restricted securities may be sold in the public market only if
they are registered or if they qualify for an exemption from registration, such
as Rules 144 or 701 under the Securities Act, which are summarized below.

All of the executive officers, directors, shareholders and employees of
nFront, who collectively hold an aggregate of 10,296,152 restricted shares of
nFront, have entered into "lock-up" agreements with Hambrecht & Quist LLC in
which they have agreed not to offer, sell, contract to sell, grant any option to
purchase or otherwise dispose of any of these shares for a period of 180 days
from the date of this prospectus. Hambrecht & Quist LLC may, in its sole
discretion and at any time without prior notice, release all or any portion of
the common stock subject to these lock-up agreements. Hambrecht & Quist LLC
currently has no plans to release any portion of the securities subject to these
lock-up agreements. When determining whether or not to release shares from the
lock-up agreements, Hambrecht & Quist LLC will consider, among other factors,
market conditions at the time, the number of shares proposed to be released or
for which the release is being requested and a shareholder's reasons for
requesting the release. We have also entered into an agreement with Hambrecht &
Quist LLC that nFront will not offer, sell or otherwise dispose of common stock
for a period of 180 days from the date of this prospectus.

Taking into account the lock-up agreements, the number of shares that will
be available for sale in the public market under the provisions of Rules 144,
144(k) and 701 will be as follows:

- no restricted shares will be eligible for sale as of the date of this
prospectus;

- approximately 386,425 restricted shares will be eligible for sale 180
days after the date of this prospectus upon the expiration of lock-up
agreements with the underwriters; and

- approximately 9,909,727 restricted shares will become eligible for sale
thereafter at various times upon the expiration of their respective
holding periods and otherwise if in accordance with the provisions of
Rule 144.

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<PAGE> 71

Following the expiration of the lock-up periods and subject to applicable
vesting periods, shares issued upon exercise of options granted by nFront prior
to the date of this prospectus will also be available for sale in the public
market pursuant to Rule 701 under the Securities Act. Rule 701 permits resales
of these shares in reliance upon Rule 144 but without compliance with its
restrictions, including the holding period requirement, imposed under Rule 144.
In general, under Rule 144 as in effect at the closing of this offering,
beginning 90 days after the date of this prospectus, a person (or persons whose
shares of nFront are aggregated) who has beneficially owned restricted shares
for at least one year (including the holding period of any prior owner who is
not an affiliate of nFront) would be entitled to sell within any three-month
period a number of shares that does not exceed the greater of (i) one percent of
the then outstanding shares of common stock (approximately 141,962 shares
immediately after this offering) or (ii) the average weekly trading volume of
the common stock during the four calendar weeks preceding the filing of a Form
144 with respect to the sale. Sales under Rule 144 are also subject to manner of
sale and notice requirements and to the availability of current public
information about nFront. Under Rule 144(k), a person who is not deemed to have
been an affiliate of nFront at any time during the 90 days preceding a sale and
who has beneficially owned the shares proposed to be sold for at least two years
(including the holding period of any prior owner who is not an affiliate of
nFront) is entitled to sell the shares without complying with the manner of
sale, public information, volume limitation or notice provisions of Rule 144.

nFront intends to file after the effective date of this offering a
registration statement on Form S-8 to register approximately 2,388,900 shares of
common stock issuable upon the exercise of outstanding stock options or reserved
for issuance under the nFront Stock Incentive Plan and the nFront Director Stock
Option Plan. This registration statement will become effective automatically
upon filing. Shares issued under the foregoing plans, after the filing of a
registration statement on Form S-8, may be sold in the open market, subject, in
the case of option holders, to the Rule 144 limitations applicable to
affiliates, the above-referenced lock-up agreements and vesting restrictions
imposed by nFront.

Following this offering, the holders of an aggregate of 10,296,152 shares
of outstanding common stock and up to 50,000 shares of common stock issuable
upon exercise of warrants will have rights to require nFront to register their
shares for future sale pursuant to a Shareholder Agreement. See "Description of
Capital Stock -- Registration Rights."

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<PAGE> 72

UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the
underwriters named below, for whom Hambrecht & Quist LLC, J.C. Bradford & Co.,
Raymond James & Associates, Inc. and SoundView Technology Group, Inc. are acting
as representatives, have severally agreed to purchase from nFront and the
selling shareholders the following respective number of shares of common stock:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- ----------- ---------
<S> <C>
Hambrecht & Quist LLC.......................................
J.C. Bradford & Co..........................................
Raymond James & Associates, Inc.............................
SoundView Technology Group, Inc.............................

---------
Total..................................................... 3,900,000
=========
</TABLE>

The underwriting agreement provides that the obligations of the
underwriters are subject to conditions precedent, including the absence of any
material adverse change in nFront's business and the receipt of certificates,
opinions and letters from nFront, its counsel and independent auditors. The
underwriters' have committed to purchase all shares of common stock offered
hereby if any of the shares are purchased.

The following table shows the per share and total underwriting discounts
and commissions to be paid to the underwriters by us and the selling
shareholders in connection with this offering. These amounts are shown assuming
both no exercise and full exercise of the underwriters' option to purchase
additional shares of common stock.

<TABLE>
<CAPTION>
PAID BY SELLING
PAID BY US SHAREHOLDERS
--------------------------- ---------------------------
NO EXERCISE FULL EXERCISE NO EXERCISE FULL EXERCISE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Per share......................
Total..........................
</TABLE>

We will pay the offering expenses, estimated to be $935,000.

The underwriters propose to offer the shares of common stock directly to
the public at the initial public offering price set forth on the cover page of
this prospectus and to dealers at that price less a concession not in excess of
$ per share. The underwriters may allow and these dealers may reallow a
concession not in excess of $ per share to other dealers. After the initial
public offering of the shares, the offering price and other selling terms may be
changed by the underwriters. The representatives have informed nFront that the
underwriters do not intend to confirm discretionary sales of the shares of
common stock offered by this prospectus.

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<PAGE> 73

The selling shareholders have granted to the underwriters an option,
exercisable no later than 30 days after the date of this prospectus, to purchase
up to 585,000 additional shares of common stock at the initial public offering
price, less the underwriting discount, set forth on the cover page of this
prospectus. To the extent that the underwriters exercise this option, each of
the underwriters will have a firm commitment to purchase approximately the same
percentage thereof which the number of shares of common stock to be purchased by
it shown in the above table bears to the total number of shares of common stock
offered by us. The selling shareholders will be obligated, pursuant to the
option, to sell shares to the underwriters to the extent the option is
exercised. The underwriters may exercise this option only to cover
over-allotments made in connection with the sale of common stock.

The offering of the shares is made for delivery when, as and if accepted by
the underwriters and subject to prior sale and to withdrawal, cancellation or
modification of the offering without notice. The underwriters reserve the right
to reject an order for the purchase of shares in whole or in part.

nFront has agreed to indemnify the underwriters against various
liabilities, including liabilities under the Securities Act, and to contribute
to payments the underwriters may be required to make in respect of those
liabilities.

nFront, the selling shareholders, and other shareholders of nFront,
including executive officers and directors, who will own in the aggregate
10,296,152 shares of common stock after the offering, have agreed that they will
not, without the prior written consent of Hambrecht & Quist LLC, offer, sell or
otherwise dispose of any shares of common stock, options or warrants to acquire
shares of common stock or securities exchangeable for or convertible into shares
of common stock owned by them during the 180-day period following the date of
this prospectus. nFront has agreed that it will not, without the prior written
consent of Hambrecht & Quist LLC, offer, sell or otherwise dispose of any shares
of common stock, options or warrants to acquire shares of common stock or
securities exchangeable for or convertible into shares of common stock during
the 180 days following the date of this prospectus, except that nFront may issue
shares upon the exercise of options granted prior to the date hereof and may
grant additional options under its stock option plans, provided that, without
the prior written consent of Hambrecht & Quist LLC, these additional options
shall not be exercisable during this period. Sales of these shares in the future
could adversely affect the market price of the common stock.

There are persons participating in this offering that may over-allot or
effect transactions that stabilize, maintain or otherwise affect the market
price of the common stock at levels above those that might otherwise prevail in
the open market, including by entering stabilizing bids, effecting syndicate
covering transactions or imposing penalty bids. A stabilizing bid means the
placing of any bid or effecting of any purchase for the purpose of pegging,
fixing or maintaining the price of the common stock. A syndicate covering
transaction means the placing of any bid on behalf of the underwriting syndicate
or the effecting of any purchase to reduce a short position created in
connection with the offering. A penalty bid means an arrangement that permits
the underwriters to reclaim a selling concession from a syndicate member in
connection with this offering when shares of common stock sold by the syndicate
member are purchased in syndicate covering transactions.

72
<PAGE> 74

These transactions may be effected on the Nasdaq National Market, in the
over-the-counter market, or otherwise. This stabilizing, if commenced, may be
discontinued at any time.

Prior to the offering, there has been no public market for the common
stock. The initial public offering price for the common stock will be determined
by negotiations among nFront and the underwriters. Among the factors to be
considered in determining the initial public offering price will be prevailing
market and economic conditions, revenues and results of operations of nFront,
market valuations of other companies engaged in activities similar to nFront's
activities, estimates of the business potential and prospects of nFront, the
present state of nFront's business operations, nFront's management and other
factors deemed relevant. The estimated initial public offering price range shown
on the cover of this preliminary prospectus is subject to change as a result of
changes in these factors.

At the request of nFront, the underwriters have reserved for sale, at the
initial public offering price, not more than five percent of the shares of
common stock offered hereby (not including shares subject to the underwriters'
over-allotment option) for designated individuals, including officers and
directors of nFront, who may express an interest in purchasing shares in this
offering. Any such persons may, as a condition to purchasing these reserved
shares, be required to agree not to offer, sell or otherwise dispose of any such
reserved shares for a period of 180 days following the date of this prospectus
without the prior written consent of Hambrecht & Quist. The number of shares of
common stock available for sale to the general public will be reduced to the
extent that these persons purchase these reserved shares. Any reserved shares
that are not so purchased will be offered by the underwriters to the general
public on the same basis as other shares offered hereby.

LEGAL MATTERS

The validity of the shares offered hereby will be passed on for nFront by
Morris, Manning & Martin, L.L.P., Atlanta, Georgia. The validity of the shares
offered hereby by nFront will be passed upon for the underwriters by King &
Spalding, Atlanta, Georgia.

EXPERTS

The financial statements of nFront as of and for the period from June 17,
1996 (inception) to June 30, 1997, as of and for the fiscal year ended June 30,
1998, and as of and for the nine months ended March 31, 1999, appearing in this
prospectus and registration statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon appearing elsewhere
herein, and are included in reliance upon this report given the authority of
that firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission, or SEC, a
registration statement on Form S-1 under the Securities Act with respect to the

73
<PAGE> 75

shares of common stock offered hereby. This prospectus is only a part of the
registration statement and does not contain all of the information included in
the registration statement. Further information with respect to nFront and the
common stock offered hereby can be found in the registration statement.
Statements made in this prospectus as to the contents of any contract, agreement
or other document are not necessarily complete. Documents filed as an exhibit to
the registration statement, and all descriptions in this prospectus are
qualified in all respects by reference to the registration statement. The
registration statement and the exhibits and schedules thereto may be inspected
without charge at the public reference room maintained by the Commission in Room
1024, 450 Fifth Street, N. W., Washington, D.C. 20549, and at the following
regional offices of the Commission: Seven World Trade Center, Room 1400, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the public reference section of the Commission at 450 Fifth Street, N. W.,
Washington, D.C. 20549, Room 1024, at prescribed rates. The public may obtain
information on the operation of the Commission's public reference room by
calling the Commission at 1-800-SEC-0330. In addition, nFront is required to
file electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.
The Commission maintains an Internet site at http://www.sec.gov, which contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. Information concerning
nFront is also available for inspection at the offices of the Nasdaq National
Market, Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.

Upon completion of this offering, we will become subject to the information
and periodic reporting requirements of the Securities Exchange Act of 1934, as
amended, and, in accordance therewith, will file periodic reports, proxy
statements and other information with the Commission. Such periodic reports,
proxy statements and other information will be available for inspection and
copying at the Commission's public reference rooms and the Commission's web
site, which is described above.

74
<PAGE> 76

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FINANCIAL STATEMENTS:
Report of Independent Auditors.............................. F-2
Balance Sheets as of June 30, 1997 and 1998 and March 31,
1999...................................................... F-3
Statements of Operations for the Period from June 17, 1996
(inception) through June 30, 1997, the Fiscal Year Ended
June 30, 1998, and the Nine Months Ended March 31, 1998
(unaudited) and 1999...................................... F-4
Statements of Redeemable Convertible Preferred Stock and
Stockholders' Equity (Deficit) for the Period from June
17, 1996 (inception) through June 30, 1997, Fiscal Year
Ended June 30, 1998, and Nine Months Ended March 31,
1999...................................................... F-5
Statements of Cash Flows for the Period from June 17, 1996
(inception) through June 30, 1997, the Fiscal Year Ended
June 30, 1998, and the Nine Months Ended March 31, 1998
(unaudited) and 1999...................................... F-6
Notes to Financial Statements............................... F-7
</TABLE>

F-1
<PAGE> 77

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
nFront, Inc.

We have audited the accompanying balance sheets of nFront, Inc. (the
"Company") as of June 30, 1997 and 1998 and March 31, 1999 and the related
statements of operations, redeemable convertible preferred stock and
stockholders' equity (deficit) and cash flows for the period from June 17, 1996
(inception) through June 30, 1997, the fiscal year ended June 30, 1998 and the
nine months ended March 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of nFront, Inc. at June 30,
1997 and 1998 and March 31, 1999 and the results of its operations and its cash
flows, for the period from June 17, 1996 (inception) through June 30, 1997, the
fiscal year ended June 30, 1998, and the nine months ended March 31, 1999 in
conformity with generally accepted accounting principles.

/s/ Ernst & Young LLP

Atlanta, Georgia

April 22, 1999, except for Note 12, as to

which the date is May 28, 1999

F-2
<PAGE> 78

NFRONT, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
PRO FORMA
JUNE 30, JUNE 30, MARCH 31, MARCH 31,
1997 1998 1999 1999
-------- ---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents..................... $243,525 $2,521,384 $1,530,458
Accounts receivable........................... 37,793 116,919 530,035
Unbilled accounts receivable.................. -- 96,199 781,501
Prepaid expenses and other assets............. -- 2,811 34,423
Refundable income taxes....................... -- 51,850 51,850
-------- ---------- ----------
Total current assets................... 281,318 2,789,163 2,928,267
Property and equipment:
Leasehold improvements........................ -- -- 31,742
Software...................................... -- -- 178,505
Furniture and fixtures........................ 106,352 197,541 216,006
Equipment..................................... 25,050 54,199 541,589
-------- ---------- ----------
131,402 251,740 967,842
Less accumulated depreciation................. (13,780) (47,506) (130,399)
-------- ---------- ----------
117,622 204,234 837,443
Other assets.................................... 3,405 4,731 36,935
-------- ---------- ----------
Total assets........................... $402,345 $2,998,128 $3,802,645
======== ========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt............. $ -- $ -- $ 301,793
Accounts payable.............................. 6,791 86,446 211,305
Accrued liabilities........................... 213,900 191,195 773,763
Deferred revenue.............................. 32,404 554,317 1,080,221
Account payable to related party.............. 74,085 -- --
Income taxes payable.......................... 25,925 -- --
-------- ---------- ----------
Total current liabilities.............. 353,105 831,958 2,367,082
Long-term debt, net of current portion.......... -- -- 427,540
Redeemable convertible preferred stock, no par
value; 10,000,000 shares authorized; issuable
in series:
Series A -- 255,885 shares authorized, issued
and outstanding at June 30, 1998 and March
31, 1999; liquidation preference of
$2,782,873 at March 31, 1999; no pro forma
shares issued or outstanding................ -- 2,375,561 2,580,222 $ --
Stockholders' equity (deficit):
Common stock, no par value; 70,000,000 shares
authorized; 7,950,000, 8,132,993 and
8,661,867 shares issued and outstanding at
June 30, 1997 and 1998 and March 31, 1999,
respectively; 10,696,152 pro forma shares
issued and outstanding...................... 1,375 265,642 710,981 3,291,203
Subscription receivable....................... (875) (777) (777) (777)
Retained earnings (deficit)................... 48,740 (474,256) (2,282,403) (2,282,403)
-------- ---------- ---------- -----------
Total stockholders' equity (deficit)... 49,240 (209,391) (1,572,199) 1,008,023
-------- ---------- ---------- -----------
Total liabilities and stockholders'
equity (deficit)..................... $402,345 $2,998,128 $3,802,645 $ 3,802,645
======== ========== ========== ===========
</TABLE>

See accompanying notes.

F-3
<PAGE> 79

NFRONT, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 17, 1996 FISCAL NINE MONTHS ENDED
(INCEPTION) YEAR ENDED MARCH 31,
THROUGH JUNE 30, -------------------------
JUNE 30, 1997 1998 1998 1999
------------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Implementation fees.......... $ 358,245 $ 722,859 $ 581,375 $ 1,728,179
Monthly service fees......... 34,263 185,283 102,929 892,816
Other........................ 458,643 174,287 149,406 214,095
---------- ----------- ---------- -----------
Total revenues............... 851,151 1,082,429 833,710 2,835,090
Operating expenses:
Cost of implementation....... 246,544 346,054 132,750 697,541
Cost of Internet banking data
center.................... 61,681 96,732 65,098 213,950
Selling and marketing........ 194,450 568,928 189,265 1,462,943
Product development.......... 106,429 170,419 109,164 785,790
General and administrative... 157,274 440,099 305,188 1,445,481
Depreciation................. 13,780 33,726 23,140 82,893
---------- ----------- ---------- -----------
Total operating expenses....... 780,158 1,655,958 824,605 4,688,598
---------- ----------- ---------- -----------
Operating income (loss)........ 70,993 (573,529) 9,105 (1,853,508)
Other (income) expense:
Interest income.............. (3,672) (26,692) (3,916) (63,436)
Interest expense............. -- 2,084 1,914 18,075
---------- ----------- ---------- -----------
(3,672) (24,608) (2,002) (45,361)
---------- ----------- ---------- -----------
Income (loss) before income
taxes........................ 74,665 (548,921) 11,107 (1,808,147)
Income tax expense (benefit)... 25,925 (25,925) 2,000 --
---------- ----------- ---------- -----------
Net income (loss).............. 48,740 (522,996) 9,107 (1,808,147)
Accretion on redeemable
convertible preferred
stock........................ -- (35,733) -- (204,661)
---------- ----------- ---------- -----------
Net income (loss) attributable
to common stock.............. $ 48,740 $ (558,729) $ 9,107 $(2,012,808)
========== =========== ========== ===========
Net income (loss) per common
share -- basic and diluted... $ 0.01 $ (0.07) $ 0.00 $ (0.24)
========== =========== ========== ===========
Weighted average shares
outstanding -- basic and
diluted...................... 5,079,167 8,033,223 8,000,090 8,498,844
========== =========== ========== ===========
Unaudited pro forma net loss
per share -- basic and
diluted...................... $ (0.07) $ (0.19)
=========== ===========
Unaudited pro forma weighted
average shares outstanding --
basic and diluted............ 8,300,746 10,533,129
=========== ===========
</TABLE>

See accompanying notes.

F-4
<PAGE> 80

NFRONT, INC.

STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
PERIOD FROM JUNE 17, 1996 (INCEPTION) THROUGH JUNE 30, 1997,
FISCAL YEAR ENDED JUNE 30, 1998 AND NINE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
REDEEMABLE CONVERTIBLE TOTAL
PREFERRED STOCK COMMON STOCK RETAINED STOCKHOLDERS'
---------------------- --------------------- SUBSCRIPTION EARNINGS EQUITY
SHARES AMOUNT SHARES AMOUNT RECEIVABLE (DEFICIT) (DEFICIT)
--------- ---------- --------- --------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 17,
1996 (inception)... -- $ -- -- $ -- $ -- $ -- $ --
Proceeds from
issuance of
common stock..... -- -- 7,950,000 1,375 (1,375) -- --
Payment of stock
subscription
receivable....... -- -- -- -- 500 -- 500
Net income........... -- -- -- -- -- 48,740 48,740
--------- ---------- --------- --------- ------- ----------- -----------
Balance at June 30,
1997............... -- -- 7,950,000 1,375 (875) 48,740 49,240
Proceeds from
issuance of
common stock..... -- -- 182,993 300,000 -- -- 300,000
Proceeds from the
issuance of
redeemable
convertible
preferred stock,
net of issuance
costs of
$160,172......... 255,885 2,339,828 -- -- -- -- --
Accretion on
redeemable
convertible
preferred
stock............ -- 35,733 -- (35,733) -- -- (35,733)
Payment of stock
subscription
receivable....... -- -- -- -- 98 -- 98
Net loss........... -- -- -- -- -- (522,996) (522,996)
--------- ---------- --------- --------- ------- ----------- -----------
Balance at June 30,
1998............... 255,885 2,375,561 8,132,993 265,642 (777) (474,256) (209,391)
Proceeds from
issuance of
common stock..... -- -- 528,874 650,000 -- -- 650,000
Accretion on
redeemable
convertible
preferred
stock............ -- 204,661 -- (204,661) -- -- (204,661)
Net loss............. -- -- -- -- -- (1,808,147) (1,808,147)
--------- ---------- --------- --------- ------- ----------- -----------
Balance at March 31,
1999............... 255,885 $2,580,222 8,661,867 $ 710,981 $ (777) $(2,282,403) $(1,572,199)
========= ========== ========= ========= ======= =========== ===========
</TABLE>

See accompanying notes.

F-5
<PAGE> 81

NFRONT, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 17, 1996 NINE MONTHS ENDED
(INCEPTION) FISCAL MARCH 31,
THROUGH YEAR ENDED -------------------------
JUNE 30, 1997 JUNE 30, 1998 1998 1999
------------- ------------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)..................... $ 48,740 $ (522,996) $ 9,107 $(1,808,147)
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Depreciation........................ 13,780 33,726 23,140 82,893
Changes in operating assets and
liabilities:
Accounts receivable............... (37,793) (175,325) (30,948) (1,098,418)
Prepaid expenses and other
assets.......................... (3,405) (4,137) (7,113) (63,816)
Income taxes...................... 25,925 (51,850) (11,591) --
Accounts payable.................. (3,110) (20,355) (21,065) 124,859
Accrued liabilities............... 213,900 (22,705) (204,162) 582,568
Deferred revenue.................. 32,404 521,913 6,929 525,904
-------- ---------- --------- -----------
Net cash provided by (used in)
operating activities................ 290,441 (241,729) (235,703) (1,654,157)
INVESTING ACTIVITIES
Purchase of property and equipment.... (47,416) (120,338) (66,074) (716,102)
-------- ---------- --------- -----------
Net cash used in investing
activities.......................... (47,416) (120,338) (66,074) (716,102)
FINANCING ACTIVITIES
Proceeds from stockholder loan........ -- 90,000 -- --
Repayment of stockholder loan......... -- (90,000) -- --
Proceeds from bank credit facility.... -- -- -- 750,000
Repayment of bank credit facility..... -- -- -- (20,667)
Proceeds from issuance of preferred
stock............................... -- 2,339,828 -- --
Proceeds from issuance of common
stock............................... 500 300,098 300,098 650,000
-------- ---------- --------- -----------
Net cash provided by financing
activities.......................... 500 2,639,926 300,098 1,379,333
-------- ---------- --------- -----------
Net increase (decrease) in cash and
cash equivalents.................... 243,525 2,277,859 (1,679) (990,926)
Cash and cash equivalents at the
beginning of the period............. -- 243,525 243,525 2,521,384
-------- ---------- --------- -----------
Cash and cash equivalents at the end
of the period....................... $243,525 $2,521,384 $ 241,846 $ 1,530,458
======== ========== ========= ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITY
Assets acquired in exchange for
programming services................ $ 83,986 $ -- $ -- $ --
======== ========== ========= ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest................ $ -- $ -- $ -- $ 19,164
======== ========== ========= ===========
Cash paid for income taxes............ $ -- $ 51,850 $ -- $ --
======== ========== ========= ===========
</TABLE>

See accompanying notes.

F-6
<PAGE> 82

NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

nFront, Inc. (the "Company") was incorporated on June 17, 1996 (date of
inception). As the Company had minimal activity between the date of inception
and June 30, 1996, the statements of operations, stockholders' equity and cash
flows for the period ended June 30, 1997 include the period June 17, 1996 to
June 30, 1996. The Company's normal operating cycle is twelve months.

DESCRIPTION OF BUSINESS

The Company provides full-service Internet banking solutions to small to
mid-sized banks. The solutions provided by the Company include development and
implementation services, web site design, maintenance and hosting, customer
service training and support, and marketing consulting.

USE OF ESTIMATES

The preparation of the Company's financial statements in conformity with
generally accepted accounting principles required management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates and such differences may be
material to the financial statements.

CASH AND CASH EQUIVALENTS

The Company considers unrestricted, highly liquid investments with initial
maturities of less than three months to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of assets ranging from
three to seven years. Repairs and maintenance are charged to expense as
incurred.

UNBILLED ACCOUNTS RECEIVABLE

The Company bills on the first of each month for the previous month's
activity. Unbilled accounts receivable is comprised of these amounts.

PRODUCT DEVELOPMENT COSTS

Statement of Financial Accounting Standards ("SFAS") No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed,"
requires the capitalization of certain software development costs subsequent to
the

F-7
<PAGE> 83
NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

establishment of technological feasibility. Based upon the Company's product
development process, technological feasibility is established upon the
completion of a working model. Costs incurred by the Company between completion
of a working model and the point at which the product is ready for general
release have been insignificant.

REVENUE RECOGNITION

The Company earns revenue from implementation fees, monthly user and
transaction fees and marketing and training support materials and services.

The non-refundable implementation fee, which is billable to the client bank
when the contract is executed, is recognized as revenue ratably over the
implementation period, which currently averages approximately three months. The
Company's implementation costs are generally incurred ratably over the
implementation period. The Company records the unrecognized portion of billable
implementation fees as deferred revenue. Revenue from monthly user fees and
transaction fees are recognized monthly based on the number of users with
accounts on the bank's Internet branch at the end of the month and the
transactions occurring during the month. The service contracts with the banks
are typically five year exclusive agreements. The revenue from marketing and
training support materials and services is recognized at the time the materials
are delivered or the services are provided.

In October 1997, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 97-2, "Software Revenue Recognition." SOP
97-2 was effective July 1, 1998 and generally requires revenue earned on
software arrangements involving multiple elements such as software products,
upgrades, enhancements, post-contract customer support, installation and
training to be allocated to each element based on the relative fair values of
the elements. There was no material change to the Company's accounting for
revenue as a result of the adoption of SOP 97-2.

ADVERTISING

The Company expenses the cost of advertising as incurred. Advertising
expense was $5,116, $59,710 and $215,345 for the period from June 17, 1996
(inception) through June 30, 1997, the fiscal year ended June 30, 1998 and the
nine months ended March 31, 1999, respectively.

STOCK BASED COMPENSATION

SFAS No. 123, Accounting for Stock Based Compensation ("SFAS 123"), sets
forth accounting and reporting standards for stock based employee compensation
plans. As permitted by SFAS 123, the Company accounts for stock option grants in
accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees,
and related interpretations ("APB 25"). Under APB 25, no compensation expense is
recognized for stock options granted to employees at fair market value. To date,
all

F-8
<PAGE> 84
NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

of the Company's stock option grants have been made with an option exercise
price equal to or greater than the fair market value of the underlying common
stock and, accordingly, no compensation expense has been recognized.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments which potentially expose the Company to
concentrations of credit risk consist primarily of cash and cash equivalents and
accounts receivable. The carrying amounts reported in the balance sheet for cash
and cash equivalents and accounts receivable approximate their fair values.

CONCENTRATION OF CREDIT RISK

The Company's revenues are primarily derived from companies located in the
United States. The Company performs periodic credit evaluations of its
customers' financial condition and does not require collateral. The Company
provides for estimated credit losses at the time of sale.

The Company's largest customers comprised the following percentages of
total revenues:

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 17, 1996 FISCAL NINE MONTHS
(INCEPTION) THROUGH YEAR ENDED ENDED
JUNE 30, 1997 JUNE 30, 1998 MARCH 31, 1999
------------------- ------------- --------------
<S> <C> <C> <C>
Client bank....................... 57% 14% --
Strategic alliance partner........ -- -- 26%
</TABLE>

Accounts receivable as of June 30, 1997 was substantially from one client
bank. Accounts receivable from three other client banks totaled approximately
$110,000 as of June 30, 1998. Accounts receivable from a strategic alliance
partner totaled approximately $297,000 as of March 31, 1999.

RECLASSIFICATIONS

Certain amounts in the financial statements for the period from June 17,
1996 (inception) through June 30, 1997 and for the fiscal year ended June 30,
1998 have been reclassified to conform to the presentation for the nine months
ended March 31, 1999.

NEW ACCOUNTING PRONOUNCEMENTS

Effective July 1, 1998, the Company adopted SFAS No. 130, "Reporting for
Comprehensive Income," ("SFAS 130"). SFAS 130 requires disclosures of components
of non-stockholder changes in equity in interim periods and additional
disclosures of components of non-stockholder changes in equity on an annual
basis. Adoption of SFAS 130 had no impact on the Company's results of operations
or financial position.

F-9
<PAGE> 85
NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," ("SFAS
131"). The Company adopted SFAS 131 effective July 1, 1998. The adoption of this
standard did not have a material effect on the Company's financial statement
disclosures.

In March 1998, the AICPA issued Statement of Position 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use," ("SOP
98-1.") The Company will adopt SOP 98-1 effective July 1, 1999. The Company has
not completed its evaluation of the impact of adopting SOP 98-1 but does not
expect the adoption to have a material effect on its financial position or
results of operations.

UNAUDITED FINANCIAL STATEMENTS

According to management, the accompanying unaudited financial statements
for the nine months ended March 31, 1998 have been prepared on substantially the
same basis as the audited financial statements and include all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation of the financial information set forth therein.

UNAUDITED PRO FORMA INFORMATION

If the offering contemplated by this prospectus is consummated, the Series
A Redeemable Convertible Preferred Stock outstanding as of the closing date will
be converted into shares of the Company's common stock. The pro forma
stockholders' equity as of March 31, 1999 reflects conversion of the outstanding
preferred stock into 2,034,285 shares of common stock. Pro forma net loss per
share is computed as if outstanding preferred stock had been converted into
common stock on the date of issuance.

F-10
<PAGE> 86
NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

2. LEASE COMMITMENTS

The Company leases office facilities and certain equipment under separate
operating lease agreements which expire at various dates through 2003. The
Company has the option to renew the office facilities lease for an additional
five years through 2008. Rental expense under these operating leases was
$25,097, $52,361 and $163,019 for the period from June 17, 1996 (inception)
through June 30, 1997, the fiscal year ended June 30, 1998 and the nine months
ended March 31, 1999, respectively. Future commitments under noncancelable
operating leases outstanding as of March 31, 1999 are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASE
PAYMENTS
---------
<S> <C>
2000........................................................ $231,640
2001........................................................ 229,286
2002........................................................ 217,145
2003........................................................ 221,602
2004........................................................ 93,480
Thereafter.................................................. --
--------
$993,153
========
</TABLE>

3. LONG TERM DEBT

In August 1998, the Company entered into a loan agreement with a bank under
which it may borrow up to $750,000. Amounts borrowed under this agreement are
due in thirty monthly installments plus interest at the bank's prime rate plus
1% per annum (8.75% as of March 31, 1999), and are secured by substantially all
of the assets of the Company. As of March 31, 1999, the outstanding borrowings
under this facility were $729,333 which are due as follows:

4. COMMON STOCK

On January 14, 1998, the Company declared a fifty-for-one stock split of
the Company's common stock. On September 16, 1998, the Company declared a three-
for-one stock split of the Company's common stock. All common stock information
has been retroactively restated to reflect this stock split.

As of March 31, 1999, the Company has reserved 3,163,185 shares of common
stock for future issuance upon the conversion of Series A Redeemable Convertible
Preferred Stock into common stock and upon the exercise of options to purchase
common stock.

F-11
<PAGE> 87
NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. REDEEMABLE CONVERTIBLE PREFERRED STOCK

In May, 1998, the Company entered into an agreement to sell 255,885 shares
of Series A Redeemable Convertible Preferred Stock (Series A) for $9.77 per
share. The holders of Series A have the right to convert all or part of the
shares of Series A into common stock initially on a one-for-one basis subject to
certain conversion ratio adjustments should the price of the common stock for
any transaction subsequent to the agreement be lower than $9.77 per share or
automatically if the Company completes an initial public offering at a specified
price per share of common stock which results in aggregate gross proceeds of not
less than $15.0 million. As a result of stock splits subsequent to the issuance
of the Series A, the Series A conversion price has been reduced to $1.23 per
share which results in a conversion ratio of 7.95-for-one. The holders of Series
A vote together with the holders of common stock as a single class on all
actions to be taken by the stockholders of the Company.

At any time after June 1, 2005, any holder of Series A can require the
Company to redeem the outstanding Series A at the redemption price. The
redemption price is equal to the original issuance price of the Series A plus a
10% compound annual rate of return. The carrying amount of Series A is being
increased by periodic accretions so that its carrying amount will equal the
redemption amount at the redemption date.

The agreement provides for preferences upon liquidation. In general, Series
A has a preference at liquidation equal to the greater of the purchase price
plus a 10% compound annual rate of return or the fair value of the Series A. The
remaining assets, if any, would be distributed ratably to the common
stockholders.

In connection with the sale of Series A, the Company paid a fee of $125,000
to an investment banking company controlled by one of the Company's directors.
This fee was recorded as an issuance cost.

6. STOCK INCENTIVE PLAN

In January 1998, the Company's Board of Directors approved a stock
incentive plan whereby 1,128,900 shares of the Company's common stock were
reserved for grants to various personnel of the Company as well as outside
directors. At March 31, 1999, there were 169,117 shares available for grant
under the stock incentive plan. Options granted under the plan generally vest
over a four year period and expire 10 years from the date of grant.

F-12
<PAGE> 88
NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

A summary of the Company's stock options granted to employees, and related
information for the nine months ended March 31, 1999 follows:

<TABLE>
<CAPTION>
NUMBER OF EXERCISE PRICE
OPTIONS PER SHARE
--------- --------------
<S> <C> <C>
Outstanding at June 30, 1998........................... -- $ --
Granted.............................................. 962,034 1.23-7.93
Canceled............................................. (2,252) 1.23
-------
Outstanding at March 31, 1999.......................... 959,782 $1.23-7.93
======= ===========
Exercisable at March 31, 1999.......................... -- $ --
======= ===========
</TABLE>

Options outstanding as of March 31, 1999 were comprised of 954,982 options
with an exercise price of $1.23 per share and 4,800 options with an exercise
price of $7.93 per share. The weighted average exercise price per share of
options outstanding as of March 31, 1999 is approximately $1.26. The weighted
average remaining contractual life is 9.5 years.

Pro forma information regarding net income (loss) per share is required by
SFAS 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method. The fair value of these
options was estimated at the date of grant using the Minimum Value option
pricing model with the following weighted-average assumptions for the nine
months ended March 31, 1999: risk-free interest rates of 5.38%; no dividend
yields; and a weighted-average expected life of an option of 5 years.

The Minimum Value option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the
options and warrants granted to employees are amortized to expense over the
vesting period. The weighted average fair value per option granted in the nine
months ended March 31, 1999 was $0.29. The Company's pro forma information
follows:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
MARCH 31, 1999
--------------
<S> <C>
SFAS 123 pro forma net loss................................. $(2,049,322)
SFAS 123 pro forma loss per share........................... $ (0.24)
</TABLE>

F-13
<PAGE> 89
NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7. WARRANTS

During January 1998, the Company entered into a transaction with a reseller
of the Company's services to purchase 182,993 shares of the Company's common
stock at $1.63 per share in cash. In connection with this transaction, the
Company agreed to issue warrants to purchase shares of common stock based on the
number of customer contracts the reseller is able to enter into prior to
September 30, 1998 and January 1, 2000. The reseller did not enter into the
required number of contracts at the September 30, 1998 target date. If the
reseller enters into a certain number of contracts prior to January 1, 2000,
then the reseller will receive up to 114,988 warrants to purchase common stock
at $1.63 per share. Any issued and unexercised warrants will expire on September
30, 2001. The value of the warrants will be determined when it is probable that
the reseller will enter into the target number of contracts.

8. INCOME TAXES

The income tax provision (benefit) consists of the following:

<TABLE>
<CAPTION>
PERIOD FROM NINE
JUNE 17, 1996 MONTHS
(INCEPTION) FISCAL YEAR ENDED
THROUGH ENDED MARCH 31,
JUNE 30, 1997 JUNE 30, 1998 1999
------------- ------------- -----------
<S> <C> <C> <C>
Current
Federal................................. $19,448 $(19,448) $--
State................................... 6,477 (6,477) --
------- -------- ---
$25,925 $(25,925) $--
======= ======== ===
</TABLE>

A reconciliation of the provision for income taxes (benefit) to the federal
statutory rate is as follows:

<TABLE>
<CAPTION>
PERIOD FROM NINE
JUNE 17, 1996 MONTHS
(INCEPTION) ENDED
THROUGH YEAR ENDED MARCH 31,
JUNE 30, 1997 JUNE 30, 1998 1999
------------- ------------- -----------
<S> <C> <C> <C>
Tax at statutory rate..................... $18,146 $(208,479) $(687,096)
Permanent differences..................... 7,779 5,089 5,470
Other..................................... -- 8,800 (14,189)
Valuation allowance....................... -- 168,665 695,815
------- --------- ---------
$25,925 $ (25,925) $ --
======= ========= =========
</TABLE>

F-14
<PAGE> 90
NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets are as follows:

<TABLE>
<CAPTION>
JUNE 30,
--------------------- MARCH 31,
1997 1998 1999
--------- --------- ---------
<S> <C> <C> <C>
Deferred tax assets:
Net operating loss........................... $ -- $ 173,858 $ 780,515
Accrued compensation......................... -- -- 115,349
Other........................................ -- -- 955
--------- --------- ---------
Total deferred tax assets...................... -- 173,858 896,819
Deferred tax liabilities:
Depreciation................................. -- (5,193) (32,339)
--------- --------- ---------
Total deferred tax liabilities................. -- (5,193) (32,339)
--------- --------- ---------
Valuation allowance............................ -- (168,665) (864,480)
--------- --------- ---------
Net deferred taxes............................. $ -- $ -- $ --
========= ========= =========
</TABLE>

For federal income tax purposes at March 31, 1999, the Company has net
operating loss carryforwards of approximately $2.0 million which begin expiring
in 2013. Utilization of the Company's net operating loss carryforwards could
become subject to annual limitation due to the "change of ownership" provisions
of the Internal Revenue Code and similar state provisions. For financial
reporting purposes, a valuation allowance has been recognized to reduce net
deferred tax assets to zero due to uncertainties with respect to the Company's
ability to realize the benefit of deferred income tax assets.

9. 401(K) PLAN

In April, 1998, the Company adopted the nFront, Inc. Retirement Plan (the
"Plan"), which qualifies under Section 401(k) of the Internal Revenue Code.
Employees are eligible to participate in the plan after three months of service.
Participants may contribute a percentage of their base salaries up to the
maximum allowable under Section 401(k). Contributions made to the Plan by the
Company are discretionary. No employer contributions to the Plan have been made
through March 31, 1999.

10. RELATED PARTY TRANSACTIONS

In January 1997, the Company entered into an agreement with a company owned
by certain principal shareholders of the Company whereby the Company would
obtain certain furniture and equipment in exchange for programming services. The
parties valued these assets at $83,986 and the obligation was satisfied upon the
provision of $9,901 and $74,085 of programming services in the period from June
17, 1996 (inception) through June 30, 1997 and year ended June 30, 1998.

F-15
<PAGE> 91
NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

In October 1997, the Company loaned a stockholder $20,000 which was repaid
in February 1998. The loan was unsecured and bore interest at 10.5% per annum.

During the period from October 1997 through January 1998, the Company
borrowed $90,000 from its Chief Executive Officer. The loans were unsecured and
bore interest at 10.5% per annum, and were repaid in February 1998.

One of the Company's shareholders is a reseller of the Company's services.
During the year ended June 30, 1998 this reseller accounted for $136,872 of the
Company's revenues. There were no revenues from this reseller during the nine
months ended March 31, 1999.

11. NET INCOME (LOSS) PER SHARE

Net income (loss) per share has been computed in accordance with SFAS 128
which requires disclosure of basic and diluted earnings per share. Basic
earnings per share excludes any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share includes the impact of
potentially dilutive securities. The Company's potentially dilutive securities
were antidilutive and therefore were not included in the computation of weighted
average shares used in computing diluted loss per share. There were no
potentially dilutive securities outstanding during the period from June 17, 1996
(inception) through June 30, 1997 and for the nine months ended March 31, 1998.

The following table sets forth the reconciliation of the numerators of the
basic and diluted income (loss) per share:

<TABLE>
<CAPTION>
PERIOD FROM FISCAL NINE NINE
JUNE 17, 1996 YEAR MONTHS MONTHS
(INCEPTION) ENDED ENDED ENDED
THROUGH JUNE 30, MARCH 31, MARCH 31,
JUNE 30, 1997 1998 1998 1999
------------- ---------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Net income (loss).............. $ 48,740 $ (522,996) $ 9,107 $(1,808,147)
Accretion on redeemable
convertible preferred
stock........................ -- (35,733) -- (204,661)
---------- ---------- ---------- -----------
Net income (loss) attributable
to common stock.............. $ 48,740 $ (558,729) $ 9,107 $(2,012,808)
========== ========== ========== ===========
Net income (loss) per common
share -- basic and diluted... $ 0.01 $ (0.07) $ 0.00 $ (0.24)
========== ========== ========== ===========
Weighted average shares
outstanding -- basic and
diluted...................... 5,079,167 8,033,223 8,000,090 8,498,844
========== ========== ========== ===========
</TABLE>

Potentially dilutive options to purchase 959,782 shares of common stock
with a weighted average exercise price of $1.26 per share outstanding at March
31, 1999 and 2,034,285 common shares issuable upon conversion of the redeemable
convertible

F-16
<PAGE> 92
NFRONT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

preferred stock were not included in the computation of diluted loss per share
for the periods outstanding because the Company reported a loss and, therefore,
the effect would be anti-dilutive.

12. SUBSEQUENT EVENTS

On April 21, 1999, the Company's Board of Director's approved the nFront,
Inc. Director Stock Option Plan (the "Director Plan"). The aggregate number of
shares of common stock reserved for issuance under the Director Plan has not yet
been determined by the Board of Directors.

On April 21, 1999, the Company's Board of Directors increased the number of
authorized capital stock from 5,000,000 to 70,000,000 shares of common stock and
from 1,000,000 to 10,000,000 shares of preferred stock, pending stockholder
approval. This increase has been reflected in the financial statements as of
March 31, 1999.

On April 21, 1999, the Company's Board of Directors increased the number of
shares of the Company's common stock reserved for grants under the stock
incentive plan to 2,188,900 shares.

On April 22, 1999, the Company executed a senior subordinated debenture
agreement with a stockholder under which the Company may borrow up to $5.0
million through the earlier of April 22, 2000 or the closing of an underwritten
public offering of the Company's common stock. Unanimous approval of the
Company's Board of Directors is required to borrow in excess of $3 million under
the agreement. Interest on any borrowings under the senior subordinated
debenture accrues at the prime rate plus 3% per annum, payable at maturity. In
consideration of the stockholder's commitment to make the loan, the Company
agreed to issue warrants exercisable for three years for i) common shares equal
to $500,000 divided by the initial public offering price and at a purchase price
per share equal to the initial public offering price per share if the offering
is declared effective prior to September 1, 1999 or ii) 55,671 common shares at
a purchase price of $8.98 per share.

On May 28, 1999, the Company's Board of Directors declared a 2.65-for-1
common stock split. All common stock, option and warrant information, weighted
average shares and earnings per share information has been retroactively
restated to reflect the common stock split.

F-17
<PAGE> 93

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

3,900,000 SHARES

[COMPANY LOGO]
COMMON STOCK
-----------------------
PROSPECTUS
-----------------------

HAMBRECHT & QUIST

J.C. BRADFORD&CO.

RAYMOND JAMES & ASSOCIATES, INC.

SOUNDVIEW TECHNOLOGY GROUP

-----------------------
, 1999
-----------------------

You should rely only on information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock.

No action is being taken in any jurisdiction outside the United States to
permit a public offering of the common stock or possession or distribution of
this prospectus in any such jurisdiction. Persons who come into possession of
this prospectus in jurisdictions outside the United States are required to
inform themselves about and to observe any restrictions as to this offering and
the distribution of this prospectus applicable to that jurisdiction.

Until , 1999, all dealers that buy, sell or trade in
our common stock, whether or not participating in this offering, may be required
to deliver a prospectus. This requirement is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 94

PART II

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 13,715
National Association of Securities Dealers, Inc. fee........ 5,400
Nasdaq National Market listing fee.......................... 88,500
Accountants' fees and expenses.............................. 225,000
Legal fees and expenses..................................... 400,000
Blue Sky fees and expenses.................................. 2,000
Transfer Agent's fees and expenses.......................... 2,000
Printing and engraving expenses............................. 150,000
Miscellaneous............................................... 48,000
--------
Total Expenses.............................................. $934,615
========
</TABLE>

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

All fees other than the SEC registration fee, the NASD fee and the Nasdaq
National Market listing fee are estimated.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

nFront's Second Amended and Restated Articles of Incorporation provide that
the liability of the directors for monetary damages shall be eliminated to the
fullest extent permissible under the Georgia Business Corporation Code (the
"GBCC") and that we may indemnify our officers, employees and agents to the
fullest extent permitted under the GBCC.

nFront's Amended and Restated Bylaws provide that nFront must indemnify its
directors against all liabilities to the fullest extent permitted under the GBCC
and that nFront must advance all reasonable expenses incurred in a proceeding in
which the director was either a party or a witness because he or she was a
director. The Company has entered into indemnification agreements with its
directors and its officers that provide indemnification similar to that provided
in the Amended and Restated Bylaws.

The GBCC provides that, in general, a corporation may indemnify an
individual who is or was a party to any proceeding (other than action by, or in
the right of, such corporation) by reason of the fact that he or she is or was a
director of the corporation, against liability incurred in connection with such
proceeding, including any appeal thereof, provided specified standards are met,
including that such officer or director acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the GBCC provides that, in general, a company may indemnify an
individual who was or is a party to any such proceeding by reason of the fact
that he or she is or was a director of the corporation against reasonable
expenses incurred in connection with such proceeding, if it is determined that
the director has met the relevant standard of conduct. To the extent that any
directors are successful on the merits or otherwise

II-1
<PAGE> 95

in the defense of any of the proceedings described above, the GBCC provides that
a corporation is required to indemnify such officers or directors against
reasonable expenses incurred in connection therewith. The GBCC further provides,
in general, for the advancement of reasonable expenses incurred by a director
who is a party to a proceeding if the director furnishes the corporation (1) a
written affirmation of his good faith belief that he or she has met the standard
of conduct under the GBCC or that the proceeding involves conduct for which
liability has been eliminated under the corporation's articles of incorporation;
and (2) a written undertaking to repay any advances if it is ultimately
determined that he or she is not entitled to indemnification. In addition, the
GBCC provides for the indemnification of officers, employees and agents in
various circumstances.

The Underwriting Agreement filed as Exhibit 1.1 hereto also contains
provisions pursuant to which officers, directors and controlling persons of
nFront may be entitled to be indemnified by the underwriters named therein.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, nFront has issued the following securities
that were not registered under the Securities Act of 1933 (shares and per share
amounts are not adjusted for splits occurring subsequent to the date of
issuance):

(1) On June 17, 1996, in connection with its organization, nFront issued an
aggregate of 10,000 shares of its common stock to Brady L. "Tripp" Rackley III
and Brady L. Rackley for an aggregate cash consideration of $1,000.

(2) On March 15, 1997, nFront issued an aggregate of 8,500 shares of its
common stock to Brady L. "Tripp" Rackley III and Brady L. Rackley for an
aggregate cash consideration of $277.50.

(3) On March 15, 1997, nFront issued an aggregate of 2,600 shares of its
common stock to Thomas E. Greene III, James A. Verbrugge, Steven S. Neel and W.
Derek Porter for an aggregate cash consideration of $97.50.

(4) On January 15, 1998, nFront issued 23,018 shares of its common stock,
on a post January 21, 1998, 50-for-1 stock split basis, to CNL Financial
Corporation for an aggregate cash consideration of $300,001.

(5) On January 21, 1998, nFront reclassified and converted each share of
its common stock issued and outstanding into fifty (50) validly issued, fully
paid and nonassessable shares of common stock.

(6) On May 13, 1998, nFront issued 255,885 shares of redeemable convertible
preferred stock to Noro-Moseley Partners IV, L.P. for an aggregate cash
consideration of $2.5 million.

(7) On August 25, 1998, nFront issued 10,235 shares of its common stock to
Robert L. Campbell for an aggregate cash consideration of $100,000.

(8) On September 21, 1998, nFront issued an aggregate of 51,178 shares of
its common stock to William H. Scott III and Campbell B. Lanier III for an
aggregate combined cash consideration of $500,000.

II-2
<PAGE> 96

(9) On September 9, 1998, nFront declared a 3-for-1 stock split in the form
of a dividend of its common stock to each shareholder of record as of September
16, 1998.

(10) On September 16, 1998, nFront issued to certain employees of nFront
stock options to purchase an aggregate of 320,332 shares of common stock at a
weighted average exercise price of $3.26 per share. No shares of common stock
have been issued pursuant to the exercise of such options.

(11) On October 28, 1998, nFront issued 15,337 shares of its common stock
to Jeffrey W. Hodges for cash consideration of $50,000.

(12) On November 30, 1998, nFront issued to Jeffrey W. Hodges stock options
to purchase an aggregate of 42,600 shares of common stock at an exercise price
of $3.26 per share. No shares of common stock have been issued pursuant to the
exercise of such options.

(13) On April 22, 1999, nFront entered into a debenture purchase agreement
with Noro-Moseley Partners IV, L.P. Under the agreement, nFront agreed to issue
to Noro-Moseley, upon completion of this offering, a three-year warrant to
purchase a number of shares equal to $500,000 divided by the initial public
offering price of the common stock offered hereby, exercisable at the initial
public offering price.

(14) Effective April 24, 1999, nFront granted options to purchase an
aggregate of 6,300 shares of common stock to employees pursuant to nFront's
Stock Incentive Plan. The options are exercisable at $23.80 per share and vest
over a four year period.

(15) On May 25, 1999, nFront declared a 2.65-for-1 stock split to each
shareholder of record as of May 28, 1999.

The issuance of the securities in the transactions described above were
deemed to be exempt from registration under the Securities Act in reliance on
Section 4(2) of the Securities Act and Rules 505 and 506 of Regulation D
promulgated thereunder as transactions by an issuer not involving any public
offering.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------
<C> <C> <S>
1.1*** -- Form of Underwriting Agreement.
3.1* -- Form of Second Amended and Restated Articles of
Incorporation of the Registrant.
3.2* -- Amended and Restated Bylaws of the Registrant.
4.1* -- See Exhibits 3.1 and 3.2 for provisions of the Second
Amended and Restated Articles of Incorporation and Amended
and Restated Bylaws of the Registrant defining rights of the
holders of common stock of the Registrant.
4.2* -- Specimen Stock Certificate.
4.3* -- Form of Shareholders Agreement, dated as of May 13, 1998, as
amended.
</TABLE>

II-3
<PAGE> 97

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------
<C> <C> <S>
5.1* -- Form of Opinion of Morris, Manning & Martin, L.L.P., counsel
to the Registrant, as to the legality of the shares being
registered.
10.1** -- Employment Agreement, dated July 14, 1998, between nFront,
Inc. and Robert L. Campbell.
10.2* -- Employment Agreement, dated April 21, 1999, between nFront,
Inc. and Brady L. "Tripp" Rackley III.
10.3***+ -- Marketing Agreement, dated January 19, 1999, between nFront,
Inc. and BancTec USA, Inc.
10.4***+ -- Marketing Agreement, dated March 1, 1999, between nFront,
Inc. and BancTec USA, Inc.
10.5***+ -- Marketing Agreement, dated July 22, 1997, between nFront,
Inc. and CNL Financial Corporation.
10.6** -- Stock Purchase and Stock Option Agreement, dated January 15,
1998, between nFront, Inc. and CNL Financial Corporation.
10.7***+ -- Marketing Agreement, dated April 10, 1998, between nFront,
Inc. and BISYS, Inc.
10.8***+ -- nBusiness Addendum to nFront Marketing Agreement, dated
January 5, 1999, between nFront, Inc. and BISYS, Inc.
10.9***+ -- Marketing Agreement, dated July 22, 1997, between nFront,
Inc. and SPARAK Financial Systems, Inc.
10.10***+ -- nBusiness Addendum to nFront Marketing Agreement, dated
February 15, 1999, between nFront, Inc. and SPARAK Financial
Systems, Inc.
10.11***+ -- Service Agreement, dated July 31, 1998, between nFront, Inc.
and First Commerce Bank.
10.12***+ -- Home Banking Bill Payment Processing and Funds Transfer
Services, dated July 25, 1997 by and between nFront, Inc.
and Moneyline Express, Inc. Agreement.
10.13** -- Lease, dated July 9, 1998, between Schneider Atlanta, L.P.,
a Georgia limited partnership, and nFront, Inc.
10.14** -- Form of Indemnification Agreement with directors of the
Registrant.
10.15** -- Form of Indemnification Agreement with certain officers of
the Registrant.
10.16** -- nFront, Inc. Stock Incentive Plan.
10.17** -- Amendment No. 1 to the nFront, Inc. Stock Incentive Plan.
10.18* -- nFront, Inc. Director Stock Option Plan.
10.19* -- Internet Data Center Services Agreement, dated March 31,
1999, by and between Exodus Communications, Inc. and nFront,
Inc.
10.20* -- Debenture Purchase Agreement, dated April 22, 1999, between
nFront, Inc. and Noro-Moseley Partners IV, L.P.
</TABLE>

II-4
<PAGE> 98

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------
<C> <C> <S>
10.21* -- Form of Senior Subordinated Debenture, between nFront, Inc.
and Noro-Moseley Partners IV, L.P.
10.22* -- Form of Stock Purchase Warrant between nFront, Inc. and
Noro-Moseley Partners IV, L.P.
10.23* -- Form of nFront, Inc. Stock Incentive Plan Stock Option Grant
Certificate.
10.24* -- Consulting Agreement by and between nFront, Inc. and Brady
L. Rackley.
10.26*** -- Description of Incentive Compensation Plan of the
Registrant.
23.1* -- Consent of Morris, Manning & Martin, L.L.P. (included in
Exhibit 5.1).
23.2* -- Consent of Ernst & Young LLP.
24.1* -- Powers of Attorney (included on signature page).
27.1*** -- Financial Data Schedule (for SEC use only).
</TABLE>

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

* Filed herewith.

** Previously filed.

*** To be filed by amendment.

+ We intend to request confidential treatment of specific portions of this
exhibit pursuant to Rule 406 of the Securities Act of 1933. The entire
agreement will be filed separately with the Securities and Exchange
Commission.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(i) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration

II-5
<PAGE> 99

Statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective.

(ii) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-6
<PAGE> 100

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia
on the 1st day of June 1999.

nFront, Inc.

By: /s/ BRADY L. "TRIPP" RACKLEY III
----------------------------------------
Brady L. "Tripp" Rackley III,
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brady L. "Tripp" Rackley III and Robert L.
Campbell, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any
subsequent registration statements pursuant to Rule 462 of the Securities Act
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BRADY L. "TRIPP" RACKLEY III Chairman of the Board June 1, 1999
- --------------------------------------------------- and Chief Executive
Brady L. "Tripp" Rackley III Officer

* President, Chief June 1, 1999
- --------------------------------------------------- Operating Officer and
Robert L. Campbell Director
by Brady L. "Tripp" Rackley III
Attorney-in-Fact

* Chief Financial Officer June 1, 1999
- --------------------------------------------------- (Principal Financial
Jeffrey W. Hodges and Accounting
by Brady L. "Tripp" Rackley III Officer)
Attorney-in-Fact
</TABLE>

II-7
<PAGE> 101

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director June 1, 1999
- ---------------------------------------------------
Brady L. Rackley
by Brady L. "Tripp" Rackley III
Attorney-in-Fact

* Director June 1, 1999
- ---------------------------------------------------
Thomas E. Greene III
by Brady L. "Tripp" Rackley III
Attorney-in-Fact

* Director June 1, 1999
- ---------------------------------------------------
Charles D. Moseley, Jr.
by Brady L. "Tripp" Rackley III
Attorney-in-Fact

* Director June 1, 1999
- ---------------------------------------------------
William H. Scott III
by Brady L. "Tripp" Rackley III
Attorney-in-Fact

* Director June 1, 1999
- ---------------------------------------------------
James A. Verbrugge
by Brady L. "Tripp" Rackley III
Attorney-in-Fact

*By: /s/ BRADY L. "TRIPP" RACKLEY III
----------------------------------------------
Brady L. "Tripp" Rackley III
Attorney-in-Fact
</TABLE>

II-8

<PAGE> 1
EXHIBIT 3.1

SECOND AMENDED AND RESTATED

ARTICLES OF INCORPORATION

NFRONT, INC.

Pursuant to the Georgia Business Corporation Code, nFront, Inc., a
Georgia corporation (the "Corporation"), submits these Second Amended and
Restated Articles of Incorporation and shows as follows:

The Corporation hereby certifies that these Second Amended and Restated
Articles of Incorporation of the Corporation, as set forth in Paragraph 2 below,
were duly adopted by the Board of Directors of the Corporation by unanimous
written consent dated ________, 1999, contain amendments to the Articles of
Incorporation which require approval of the Shareholders of the Corporation and
were duly approved by the Shareholders of the Corporation by unanimous written
consent dated _______, 1999 in accordance with Section 14-2-1003 of the Georgia
Business Corporation Code.

The Articles of Incorporation of the Corporation shall be amended and
restated as follows:

The name of the Corporation is: nFront, Inc.

II.

Common Stock. The Corporation shall have authority to issue not more
than Seventy million (70,000,000) shares of common stock, no par value per
share.

Preferred Stock. The aggregate number of preferred shares (referred to
in these Articles of Incorporation as "Preferred Stock") which the Corporation
shall have authority to issue is Ten million (10,000,000), no par value per
share. The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series. The description of shares of each
series of Preferred Stock, including any designations, preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption shall be as set forth in
resolutions adopted by the Board of Directors, and Articles of Amendment shall
be filed with the Georgia Secretary of State as required by law to be filed with
respect to issuance of such Preferred Stock, prior to the issuance of any shares
of such series.

<PAGE> 2

The Board of Directors is expressly authorized, at any time, by
adopting resolutions providing for the issuance of, or providing for a change in
the number of, shares of any particular series of Preferred Stock and, if and to
the extent from time to time required by law, by filing Articles of Amendment
which are effective without shareholder action, to increase or decrease the
number of shares included in each series of Preferred Stock, but not below the
number of shares then issued, and to set in any one or more respects the
designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms and
conditions of redemption relating to the shares of each such series. The
authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, setting or changing the following:

(i) the dividend rate, if any, on shares of such series, the
times of payment and the date from which dividends shall be
accumulated, if dividends are to be cumulative;

(ii) whether the shares of such series shall be redeemable
and, if so, the redemption price and the terms and conditions
of such redemption;

(iii) the obligation, if any, of the Corporation to redeem
shares of such series pursuant to a sinking fund;

(iv) whether shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or
classes and, if so, the terms and conditions of such
conversion or exchange, including the price or prices or the
rate or rates of conversion or exchange and the terms of
adjustment, if any;

(v) whether the shares of such series shall have voting
rights, in addition to the voting rights provided by law, and,
if so, the extent of such voting rights;

(vi) the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation; and

(vii) any other relative rights, powers, preferences,
qualifications, limitations or restrictions thereof relating
to such series.

III.

The Corporation is organized for the purpose of engaging in any and all
lawful businesses not specifically prohibited to corporations for profit under
the laws of the State of Georgia, and the Corporation shall have all powers
necessary to conduct any such businesses and all other powers enumerated in the
Georgia Business Corporation Code or under any act amendatory thereof,
supplemental thereto or substituted therefor.

-2-
<PAGE> 3

IV.

No director of the Corporation shall have personal liability to the
Corporation or to its shareholders for monetary damages for breach of fiduciary
duty of care or other duty as a director, except that this Article IV shall not
eliminate or limit the liability of a director: (i) for any appropriation, in
violation of his duties, of any business opportunity of the Corporation; (ii)
for acts or omissions which involve intentional misconduct or a knowing
violation of law; (iii) for the types of liability set forth in Section 14-2-832
of the Georgia Business Corporation Code; or (iv) for any transaction from which
the director received an improper personal benefit. Neither the amendment nor
repeal of this Article IV, nor the adoption of any provision of the Articles of
Incorporation of the Corporation inconsistent with this Article IV, shall
eliminate or reduce the effect of this Article IV in respect of any act or
failure to act, or any cause of action, suit or claim that, but for this Article
IV, would accrue or arise prior to any amendment, repeal or adoption of such an
inconsistent provision. If the Georgia Business Corporation Code is subsequently
amended to provide for further limitations on the personal liability of
directors of corporations for breach of duty of care or other duty as a
director, then the personal liability of the directors of the Corporation shall
be so further limited to the greatest extent permitted by the Georgia Business
Corporation Code.

The Board of Directors shall be divided into three classes to be known
as Class I, Class II and Class III. Except in case of death, resignation,
disqualification or removal, each Director shall serve for a term ending on the
date of the third annual meeting of shareholders following the annual meeting at
which the Director was elected; provided, however, that each initial Director in
Class I shall hold office until the 1999 annual meeting of shareholders; each
initial Director in Class II shall hold office until the 2000 annual meeting of
shareholders; and each initial Director in Class III shall hold office until the
2001 annual meeting of shareholders. In the event of any increase or decrease in
the authorized number of Directors, the newly created or eliminated
directorships resulting from such an increase or decrease shall be apportioned
among the three classes of Directors.

IN WITNESS WHEREOF, the undersigned has executed these Second Amended
and Restated Articles of Incorporation.

NFRONT, INC.

By:
---------------------------------------------
Brady L. Rackley III, Chief Executive Officer

-3-

<PAGE> 1
EXHIBIT 3.2

AMENDED AND RESTATED

BYLAWS

NFRONT, INC.

EFFECTIVE MAY 25, 1999

<PAGE> 2

AMENDED AND RESTATED

BYLAWS

NFRONT, INC.

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

References in these Amended and Restated Bylaws of NFRONT, INC., a
Georgia corporation (the "Corporation") (these "Bylaws") to "Articles of
Incorporation" are to the Amended and Restated Articles of Incorporation of the
Corporation as may be amended and restated from time to time.

All of these Bylaws are subject to contrary provisions, if any, of the
Articles of Incorporation (including provisions designating the preferences,
limitations, and relative rights of any class or series of shares), the Georgia
Business Corporation Code (the "Code"), and other applicable law, as in effect
on and after the effective date of these Bylaws. References in these Bylaws to
"Sections" shall refer to sections of the Bylaws, unless otherwise indicated.

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

ARTICLE ONE
OFFICE

1.1 REGISTERED OFFICE AND AGENT. The Corporation shall maintain a
registered office and shall have a registered agent whose business office is the
same as the registered office.

1.2 PRINCIPAL OFFICE. The principal office of the Corporation shall be
at the place designated in the Corporation's annual registration with the
Georgia Secretary of State.

1.3 OTHER OFFICES. In addition to its registered office and principal
office, the Corporation may have offices at other locations either in or outside
the State of Georgia.

ARTICLE TWO
SHAREHOLDERS' MEETING

2.1 PLACE OF MEETINGS. Meetings of the Corporation's shareholders may
be held at any location inside or outside the State of Georgia designated by the
Board of Directors or any other person or persons who properly call the meeting,
or if the Board of Directors or such other person or persons do not specify a
location, at the Corporation's principal office.

2.2 ANNUAL MEETINGS. The Corporation shall hold an annual meeting of
shareholders, at a time determined by the Board of Directors, to elect directors
and to transact any business that properly may come before the meeting. The
annual meeting may be combined with any other meeting of shareholders, whether
annual or special.

2.3 SPECIAL MEETINGS. Special meetings of shareholders of one or more
classes or series of the Corporation's shares may be called at any time by the
Board of Directors, the Chairman of the Board, the Chief Executive Officer or
the President, and shall be called by the Corporation upon the written

1
<PAGE> 3

request (in compliance with applicable requirements of the Code) of the holders
of shares representing not less than 35% or more of the votes entitled to be
cast on each issue proposed to be considered at the special meeting. The
business that may be transacted at any special meeting of shareholders shall be
limited to that proposed in the notice of the special meeting given in
accordance with Section 2.4 (including related or incidental matters that may be
necessary or appropriate to effectuate the proposed business).

2.4 NOTICE OF MEETINGS. In accordance with Section 9.5 and subject to
waiver by a shareholder pursuant to Section 2.5, the Corporation shall give
written notice of the date, time, and place of each annual and special
shareholders' meeting no fewer than 10 days nor more than 60 days before the
meeting date to each shareholder of record entitled to vote at the meeting. The
notice of an annual meeting need not state the purpose of the meeting unless
these Bylaws require otherwise. The notice of a special meeting shall state the
purpose for which the meeting is called. If an annual or special shareholders'
meeting is adjourned to a different date, time, or location, the Corporation
shall give shareholders notice of the new date, time, or location of the
adjourned meeting, unless a quorum of shareholders was present at the meeting
and information regarding the adjournment was announced before the meeting was
adjourned; provided, however, that if a new record date is or must be fixed in
accordance with Section 7.6, the Corporation must give notice of the adjourned
meeting to all shareholders of record as of the new record date who are entitled
to vote at the adjourned meeting.

2.5 WAIVER OF NOTICE. A shareholder may waive any notice required by
the Code, the Articles of Incorporation, or these Bylaws, before or after the
date and time of the matter to which the notice relates, by delivering to the
Corporation a written waiver of notice signed by the shareholder entitled to the
notice. In addition, a shareholder's attendance at a meeting shall be (a) a
waiver of objection to lack of notice or defective notice of the meeting unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting, and (b) a waiver of objection to
consideration of a particular matter at the meeting that is not within the
purpose stated in the meeting notice, unless the shareholder objects to
considering the matter when it is presented. Except as otherwise required by the
Code, neither the purpose of nor the business transacted at the meeting need be
specified in any waiver.

2.6 VOTING GROUP; QUORUM; VOTE REQUIRED TO ACT. (a) Unless otherwise
required by the Code or the Articles of Incorporation, all classes or series of
the Corporation's shares entitled to vote generally on a matter shall for that
purpose be considered a single voting group (a "Voting Group"). If either the
Articles of Incorporation or the Code requires separate voting by two or more
Voting Groups on a matter, action on that matter is taken only when voted upon
by each such Voting Group separately. At all meetings of shareholders, any
Voting Group entitled to vote on a matter may take action on the matter only if
a quorum of that Voting Group exists at the meeting, and if a quorum exists, the
Voting Group may take action on the matter notwithstanding the absence of a
quorum of any other Voting Group that may be entitled to vote separately on the
matter. Unless the Articles of Incorporation, these Bylaws, or the Code provides
otherwise, the presence (in person or by proxy) of shares representing a
majority of votes entitled to be cast on a matter by a Voting Group shall
constitute a quorum of that Voting Group with regard to that matter. Once a
share is present at any meeting other than solely to object to holding the
meeting or transacting business at the meeting, the share shall be deemed
present for quorum purposes for the remainder of the meeting and for any
adjournments of that meeting, unless a new record date for the adjourned meeting
is or must be set pursuant to Section 7.6 of these Bylaws.

(b) Except as provided in Section 3.4, if a quorum exists, action on a
matter by a Voting Group is approved by that Voting Group if the votes cast
within the Voting Group favoring the action

2
<PAGE> 4

exceed the votes cast opposing the action, unless the Articles of Incorporation,
a provision of these Bylaws that has been adopted pursuant to Section 14-2-1021
of the Code (or any successor provision), or the Code requires a greater number
of affirmative votes.

2.7 VOTING OF SHARES. Unless otherwise required by the Code or the
Articles of Incorporation, each outstanding share of any class or series having
voting rights shall be entitled to one vote on each matter that is submitted to
a vote of shareholders.

2.8 PROXIES. A shareholder entitled to vote on a matter may vote in
person or by proxy pursuant to an appointment executed in writing by the
shareholder or by his or her attorney-in-fact. An appointment of a proxy shall
be valid for 11 months from the date of its execution, unless a longer or
shorter period is expressly stated in the appointment form.

2.9 PRESIDING OFFICER. Except as otherwise provided in this Section
2.9, the Chairman of the Board, and in his or her absence or disability the
Chief Executive Officer, and in his or her absence or disability the President,
shall preside at every shareholders' meeting (and any adjournment thereof) as
its chairman, if either of them is present and willing to serve. If neither the
Chairman of the Board, nor the Chief Executive Officer nor the President is
present and willing to serve as chairman of the meeting, and if the Chairman of
the Board has not designated another person who is present and willing to serve,
then a majority of the Corporation's directors present at the meeting shall be
entitled to designate a person to serve as chairman. If no director of the
Corporation is present at the meeting or if a majority of the directors who are
present cannot be established, then a chairman of the meeting shall be selected
by a majority vote of (a) the shares present at the meeting that would be
entitled to vote in an election of directors, or (b) if no such shares are
present at the meeting, then the shares present at the meeting comprising the
Voting Group with the largest number of shares present at the meeting and
entitled to vote on a matter properly proposed to be considered at the meeting.
The chairman of the meeting may designate other persons to assist with the
meeting.

2.10 ADJOURNMENTS. At any meeting of shareholders (including an
adjourned meeting), a majority of shares of any Voting Group present and
entitled to vote at the meeting (whether or not those shares constitute a
quorum) may adjourn the meeting, but only with respect to that Voting Group, to
reconvene at a specific time and place. If more than one Voting Group is present
and entitled to vote on a matter at the meeting, then the meeting may be
continued with respect to any such Voting Group that does not vote to adjourn as
provided above, and such Voting Group may proceed to vote on any matter to which
it is otherwise entitled to do so; provided, however, that if (a) more than one
Voting Group is required to take action on a matter at the meeting and (b) any
one of those Voting Groups votes to adjourn the meeting (in accordance with the
preceding sentence), then the action shall not be deemed to have been taken
until the requisite vote of any adjourned Voting Group is obtained at its
reconvened meeting. The only business that may be transacted at any reconvened
meeting is business that could have been transacted at the meeting that was
adjourned, unless further notice of the adjourned meeting has been given in
compliance with the requirements for a special meeting that specifies the
additional purpose or purposes for which the meeting is called. Nothing
contained in this Section 2.10 shall be deemed or otherwise construed to limit
any lawful authority of the chairman of a meeting to adjourn the meeting.

2.11 CONDUCT OF THE MEETING. At any meeting of shareholders, the
chairman of the meeting shall be entitled to establish the rules of order
governing the conduct of business at the meeting.

2.12 INSPECTOR OF ELECTION. The Corporation shall appoint one or more
persons, each of whom may be an officer or employee of the Corporation, to act
as an inspector at each meeting of

3
<PAGE> 5

shareholders. At each such meeting of shareholders, the inspector shall be
responsible for (i) ascertaining the number of shares outstanding and the voting
power of each; (ii) determining the shares represents at such meeting; (iii)
determining the validity of proxies and ballots; (iv) counting all votes; (v)
determining the result of all votes; and (vi) making a written report of his or
her determinations. In addition, such inspector shall take and sign an oath to
execute faithfully his or her duties with strict impartiality and according to
the best of his or her ability.

2.13 MATTERS CONSIDERED AT ANNUAL MEETINGS. Notwithstanding anything to
the contrary in these Bylaws, the only business that may be conducted at an
annual meeting of shareholders shall be business brought before the meeting (a)
by or at the direction of the Board of Directors prior to the meeting, (b) by or
at the direction of the Chairman of the Board, the Chief Executive Officer or
the President, or (c) by a shareholder of the Corporation who is entitled to
vote with respect to the business and who complies with the notice procedures
set forth in this Section 2.13. For business to be brought properly before an
annual meeting by a shareholder, the shareholder must have given timely notice
of the business in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered or mailed to and received at the
principal offices of the Corporation, not less than 60 days before the date of
the meeting at which the director(s) are to be elected or the proposal is to be
considered; however, if less than 70 days notice or prior public disclosure of
the date of the scheduled meeting is given or made, notice by the shareholder,
to be timely, must be delivered or received not later than the close of business
on the tenth day following the earlier of the day on which notice of the date of
the meeting is mailed to shareholders or public disclosure of the date of such
meeting is made. A shareholder's notice to the Secretary shall set forth a brief
description of each matter of business the shareholder proposes to bring before
the meeting and the reasons for conducting that business at the meeting; the
name, as it appears on the Corporation's books, and address of the shareholder
proposing the business; the series or class and number of shares of the
Corporation's capital stock that are beneficially owned by the shareholder; and
any material interest of the shareholder in the proposed business. The chairman
of the meeting shall have the discretion to declare to the meeting that any
business proposed by a shareholder to be considered at the meeting is out of
order and that such business shall not be transacted at the meeting if (i) the
chairman concludes that the matter has been proposed in a manner inconsistent
with this Section 2.13 or (ii) the chairman concludes that the subject matter of
the proposed business is inappropriate for consideration by the shareholders at
the meeting.

ARTICLE THREE
BOARD OF DIRECTORS

3.1 GENERAL POWERS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed by, the Board of Directors, subject to any limitation set forth in the
Articles of Incorporation, in bylaws approved by the shareholders, or in
agreements among all the shareholders that are otherwise lawful.

3.2 NUMBER, ELECTION AND TERM OF OFFICE. The number of directors of
the Corporation shall be fixed by resolution of the Board of Directors or of the
shareholders from time to time and, until otherwise determined, shall be seven;
provided, however, that no decrease in the number of directors shall have the
effect of shortening the term of an incumbent director. Except as provided
elsewhere in this Section 3.2 and in Section 3.4, the directors shall be elected
at each annual meeting of shareholders, or at a special meeting of shareholders
called for purposes that include the election of directors, by a plurality of
the votes cast by the shares entitled to vote and present at the meeting.
Despite the expiration of a director's term, he or she shall continue to serve
until his or her successor, if there is to be any, has been elected and has
qualified.

4
<PAGE> 6

3.3 REMOVAL OF DIRECTORS. The entire Board of Directors or any
individual director may be removed, with or without cause, by the shareholders,
provided that Directors elected by a particular Voting Group may be removed only
by the shareholders in that Voting Group. Removal action may be taken only at a
shareholder's meeting for which notice of the removal action has been given. The
foregoing notwithstanding, if the Directors have staggered terms, directors may
be removed only for cause unless the Articles of Incorporation provide
otherwise. A removed director's successor, if any, may be elected at the same
meeting to serve the unexpired term.

3.4 VACANCIES. A vacancy occurring in the Board of Directors may be
filled for the unexpired term, unless the shareholders have elected a successor,
by the affirmative vote of a majority of the remaining directors, whether or not
the remaining directors constitute a quorum; provided, however, that if the
vacant office was held by a director elected by a particular Voting Group, only
the holders of shares of that Voting Group or the remaining directors elected by
that Voting Group shall be entitled to fill the vacancy; provided further,
however, that if the vacant office was held by a director elected by a
particular Voting Group and there is no remaining director elected by that
Voting Group, the other remaining directors or director (elected by another
Voting Group or Groups) may fill the vacancy during an interim period before the
shareholders of the vacated director's Voting Group act to fill the vacancy. A
vacancy or vacancies in the Board of Directors may result from the death,
resignation, disqualification, or removal of any director, or from an increase
in the number of directors.

3.5 COMPENSATION. Directors may receive such compensation for their
services as directors as may be fixed by the Board of Directors from time to
time. A director may also serve the Corporation in one or more capacities other
than that of director and receive compensation for services rendered in those
other capacities.

3.6 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may
designate from among its members an executive committee or one or more other
standing or ad hoc committees, each consisting of one or more directors, who
serve at the pleasure of the Board of Directors. Subject to the limitations
imposed by the Code, each committee shall (i) have the authority set forth in
the resolution establishing the committee or in any other resolution of the
Board of Directors specifying, enlarging, or limiting the authority of the
committee and (ii) conduct itself in accordance with the mechanical requirements
of this Article Three.

3.7 QUALIFICATION OF DIRECTORS. No person elected to serve as a
director of the Corporation shall assume office and begin serving unless and
until duly qualified to serve, as determined by reference to the Code, the
Articles of Incorporation, and any further eligibility requirements established
in these Bylaws.

3.8 CERTAIN NOMINATION REQUIREMENTS. No person may be nominated for
election as a director at any annual or special meeting of shareholders unless
(a) the nomination has been or is being made pursuant to a recommendation or
approval of the Board of Directors of the Corporation or a properly constituted
committee of the Board of Directors previously delegated authority to recommend
or approve nominees for director; (b) the person is nominated by a shareholder
of the Corporation who is entitled to vote for the election of the nominee at
the subject meeting, and the nominating shareholder has furnished written notice
to the Secretary of the Corporation, at the Corporation's principal office, not
less than 60 days before the date of the meeting at which the director(s) are to
be elected or the proposal is to be considered; however, if less than 70 days
notice or prior public disclosure of the date of the scheduled meeting is given
or made, notice by the shareholder, to be timely, must be delivered or received
not later

5
<PAGE> 7

than the close of business on the tenth day following the earlier of the day on
which notice of the date of the meeting is mailed to shareholders or public
disclosure of the date of such meeting is made, and the notice (i) sets forth
with respect to the person to be nominated his or her name, age, business and
residence addresses, principal business or occupation during the past five
years, any affiliation with or material interest in the Corporation or any
transaction involving the Corporation, and any affiliation with or material
interest in any person or entity having an interest materially adverse to the
Corporation, and (ii) is accompanied by the sworn or certified statement of the
shareholder that the nominee has consented to being nominated and that the
shareholder believes the nominee will stand for election and will serve if
elected; or (c) (i) the person is nominated to replace a person previously
identified as a proposed nominee (in accordance with the provisions of subpart
(b) of this Section 3.8) who has since become unable or unwilling to be
nominated or to serve if elected, (ii) the shareholder who furnished such
previous identification makes the replacement nomination and delivers to the
Secretary of the Corporation (at the time of or prior to making the replacement
nomination) an affidavit or other sworn statement affirming that the shareholder
had no reason to believe the original nominee would be so unable or unwilling,
and (iii) such shareholder also furnishes in writing to the Secretary of the
Corporation (at the time of or prior to making the replacement nomination) the
same type of information about the replacement nominee as required by subpart
(b) of this Section 3.8 to have been furnished about the original nominee. The
chairman of any meeting of shareholders at which one or more directors are to be
elected, for good cause shown and with proper regard for the orderly conduct of
business at the meeting, may waive in whole or in part the operation of this
Section 3.8.

ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS

4.1 REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held in conjunction with each annual meeting of shareholders. In addition,
the Board of Directors may hold regular meetings at other times established by
prior resolution.

4.2 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, the Chief Executive
Officer, the President, or any two directors in office at that time.

4.3 PLACE OF MEETINGS. Directors may hold their meetings at any place
in or outside the State of Georgia that the Board of Directors may establish
from time to time.

4.4 NOTICE OF MEETINGS. Directors need not be provided with notice of
any regular meeting of the Board of Directors. Unless waived in accordance with
Section 4.10, the Corporation shall give at least two days' notice to each
director of the date, time, and place of each special meeting. Notice of a
meeting shall be deemed to have been given to any director in attendance at any
prior meeting at which the date, time, and place of the subsequent meeting was
announced.

4.5 QUORUM. At meetings of the Board of Directors, the greater of (a) a
majority of the directors then in office, or (b) one-third of the number of
directors fixed in accordance with these Bylaws shall constitute a quorum for
the transaction of business.

4.6 VOTE REQUIRED FOR ACTION. If a quorum is present when a vote is
taken, the vote of a majority of the directors present at the time of the vote
will be the act of the Board of Directors, unless the vote of a greater number
is required by the Code, the Articles of Incorporation, or these Bylaws. A
director who is present at a meeting of the Board of Directors when corporate
action is taken is deemed to

6
<PAGE> 8

have assented to the action taken unless (a) he or she objects at the beginning
of the meeting (or promptly upon his or her arrival) to holding the meeting or
transacting business at it; (b) his or her dissent or abstention from the action
taken is entered in the minutes of the meeting; or (c) he or she delivers
written notice of dissent or abstention to the presiding officer of the meeting
before its adjournment or to the Corporation immediately after adjournment of
the meeting. The right of dissent or abstention is not available to a director
who votes in favor of the action taken.

4.7 PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board of
Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment through which all persons
participating may hear and speak to each other. Participation in a meeting
pursuant to this Section 4.7 shall constitute presence in person at the meeting.

4.8 ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if a written consent, describing the action taken, is signed
by each director and delivered to the Corporation for inclusion in the minutes
or filing with the corporate records. The consent may be executed in
counterpart, and shall have the same force and effect as a unanimous vote of the
Board of Directors at a duly convened meeting.

4.9 ADJOURNMENTS. A meeting of the Board of Directors, whether or not
a quorum is present, may be adjourned by a majority of the directors present to
reconvene at a specific time and place. It shall not be necessary to give notice
to the directors of the reconvened meeting or of the business to be transacted,
other than by announcement at the meeting that was adjourned, unless a quorum
was not present at the meeting that was adjourned, in which case notice shall be
given to directors in the same manner as for a special meeting. At any such
reconvened meeting at which a quorum is present, any business may be transacted
that could have been transacted at the meeting that was adjourned.

4.10 WAIVER OF NOTICE. A director may waive any notice required by the
Code, the Articles of Incorporation, or these Bylaws before or after the date
and time of the matter to which the notice relates, by a written waiver signed
by the director and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. Attendance by a director at a meeting shall
constitute waiver of notice of the meeting, except where a director at the
beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or to transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

ARTICLE FIVE
OFFICERS

5.1 OFFICERS. The officers of the Corporation shall consist of a
President, a Secretary, and a Treasurer, and may include a Chief Executive
Officer separate from the President, each of whom shall be elected or appointed
by the Board of Directors. The Board of Directors may also elect a Chairman of
the Board from among its members. The Chief Executive Officer, or, if there is
no Chief Executive Officer, the President, may from time to time create and
establish other offices and the duties thereof and elect or appoint, or
authorize specific senior officers to appoint, the persons who shall hold such
other offices, including one or more Vice Presidents (including Executive Vice
Presidents, Senior Vice Presidents, Assistant Vice Presidents, and the like),
one or more Assistant Secretaries, and one or more Assistant Treasurers. The
Chairman of the Board, the Chief Executive Officer or the President may appoint
one or more Assistant Secretaries, and one or more Assistant Treasurers. Any two
or more offices may be held by the same person.

7
<PAGE> 9

5.2 TERM. Each officer shall serve at the pleasure of the Board of
Directors (or, if appointed by the Chief Executive Officer, the President, or a
senior officer pursuant to this Article Five, at the pleasure of the Board of
Directors, the Chief Executive Officer, the President, or the senior officer
authorized to have appointed the officer) until his or her death, resignation,
or removal, or until his or her replacement is elected or appointed in
accordance with this Article Five.

5.3 COMPENSATION. The compensation of all officers of the Corporation
shall be fixed by the Board of Directors or by a committee or officer appointed
by the Board of Directors. Officers may serve without compensation.

5.4 REMOVAL. All officers (regardless of how elected or appointed) may
be removed, with or without cause, by the Board of Directors, and any officer
appointed by the Chief Executive Officer, the President, or another senior
officer may also be removed, with or without cause, by the Chief Executive
Officer, the President, or by any senior officer authorized to have the
appointed officer removed. Removal will be without prejudice to the contract
rights, if any, of the person removed, but shall be effective notwithstanding
any damage claim that may result from infringement of such contract rights.

5.5 CHAIRMAN OF THE BOARD. The Chairman of the Board (if there be one)
shall preside at and serve as chairman of meetings of the shareholders and of
the Board of Directors (unless another person is selected under Section 2.9 to
act as chairman). The Chairman of the Board shall perform other duties and have
other authority as may from time to time be delegated by the Board of Directors.

5.6 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
charged with the general and active management of the Corporation, shall see
that all orders and resolutions of the Board of Directors are carried into
effect, shall have the authority to select and appoint employees and agents of
the Corporation, and shall, in the absence or disability of the Chairman of the
Board, perform the duties and exercise the powers of the Chairman of the Board.
The Chief Executive Officer shall perform any other duties and have any other
authority as may be delegated from time to time by the Board of Directors, and
shall be subject to the limitations fixed from time to time by the Board of
Directors.

5.7 PRESIDENT. If there shall be no separate Chief Executive Officer of
the Corporation, then the President shall be the chief executive officer of the
Corporation and shall have all the duties and authority given under these Bylaws
to the Chief Executive Officer. The President shall otherwise be the chief
operating officer of the Corporation and shall, subject to the authority of the
Chief Executive Officer, have responsibility for the conduct and general
supervision of the business operations of the Corporation. The President shall
perform such other duties and have such other authority as may from time to time
be delegated by the Board of Directors or the Chief Executive Officer. In the
absence or disability of the Chief Executive Officer, the President shall
perform the duties and exercise the powers of the Chief Executive Officer.

5.8 VICE PRESIDENTS. The Vice President (if there be one) shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President, whether the duties and powers are specified in these
Bylaws or otherwise. If the Corporation has more than one Vice President, the
one designated by the Board of Directors or the Chief Executive Officer (in that
order of precedence) shall act in the event of the absence or disability of the
President. Vice Presidents shall perform any other duties and have any other
authority as from time to time may be delegated by the Board of Directors, the
Chief Executive Officer, or the President.

8
<PAGE> 10

5.9 SECRETARY. The Secretary shall be responsible for preparing
minutes of the meetings of shareholders, directors, and committees of directors
and for authenticating records of the Corporation. The Secretary or any
Assistant Secretary shall have authority to give all notices required by law or
these Bylaws. The Secretary shall be responsible for the custody of the
corporate books, records, contracts, and other documents. The Secretary or any
Assistant Secretary may affix the corporate seal to any lawfully executed
documents requiring it, may attest to the signature of any officer of the
Corporation, and shall sign any instrument that requires the Secretary's
signature. The Secretary or any Assistant Secretary shall perform any other
duties and have any other authority as from time to time may be delegated by the
Board of Directors, the Chief Executive Officer, or the President.

5.10 TREASURER. Unless otherwise provided by the Board of Directors,
the Treasurer shall be responsible for the custody of all funds and securities
belonging to the Corporation and for the receipt, deposit, or disbursement of
these funds and securities under the direction of the Board of Directors. The
Treasurer shall cause full and true accounts of all receipts and disbursements
to be maintained and shall make reports of these receipts and disbursements to
the Board of Directors, the Chief Executive Officer and President upon request.
The Treasurer or Assistant Treasurer shall perform any other duties and have any
other authority as from time to time may be delegated by the Board of Directors,
the Chief Executive Officer, or the President.

ARTICLE SIX
DISTRIBUTIONS AND DIVIDENDS

Unless the Articles of Incorporation provide otherwise, the Board of
Directors, from time to time in its discretion, may authorize or declare
distributions or share dividends in accordance with the Code.

ARTICLE SEVEN
SHARES

7.1 SHARE CERTIFICATES. The interest of each shareholder in the
Corporation shall be evidenced by a certificate or certificates representing
shares of the Corporation, which shall be in such form as the Board of Directors
from time to time may adopt in accordance with the Code. Share certificates
shall be in registered form and shall indicate the date of issue, the name of
the Corporation, that the Corporation is organized under the laws of the State
of Georgia, the name of the shareholder, and the number and class of shares and
designation of the series, if any, represented by the certificate. Each
certificate shall be signed by the President or a Vice President (or in lieu
thereof, by the Chairman of the Board or Chief Executive Officer, if there be
one) and may be signed by the Secretary or an Assistant Secretary; provided,
however, that where the certificate is signed (either manually or by facsimile)
by a transfer agent, or registered by a registrar, the signatures of those
officers may be facsimiles.

7.2 RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS. Prior to
due presentation for transfer of registration of its shares, the Corporation may
treat the registered owner of the shares (or the beneficial owner of the shares
to the extent of any rights granted by a nominee certificate on file with the
Corporation pursuant to any procedure that may be established by the Corporation
in accordance with the Code) as the person exclusively entitled to vote the
shares, to receive any dividend or other distribution with respect to the
shares, and for all other purposes; and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in the shares on the part
of any other person, whether or not it has express or other notice of such a
claim or interest, except as otherwise provided by law.

9
<PAGE> 11

7.3 TRANSFERS OF SHARES. Transfers of shares shall be made upon the
books of the Corporation kept by the Corporation or by the transfer agent
designated to transfer the shares, only upon direction of the person named in
the certificate or by an attorney lawfully constituted in writing. Before a new
certificate is issued, the old certificate shall be surrendered for cancellation
or, in the case of a certificate alleged to have been lost, stolen, or
destroyed, the provisions of Section 7.5 of these Bylaws shall have been
complied with.

7.4 DUTY OF CORPORATION TO REGISTER TRANSFER. Notwithstanding any of
the provisions of Section 7.3 of these Bylaws, the Corporation is under a duty
to register the transfer of its shares only if: (a) the share certificate is
endorsed by the appropriate person or persons; (b) reasonable assurance is given
that each required endorsement is genuine and effective; (c) the Corporation has
no duty to inquire into adverse claims or has discharged any such duty; (d) any
applicable law relating to the collection of taxes has been complied with; (e)
the transfer is in fact rightful or is to a bona fide purchaser; and (f) the
transfer is in compliance with applicable provisions of any transfer
restrictions of which the Corporation shall have notice.

7.5 LOST, STOLEN, OR DESTROYED CERTIFICATES. Any person claiming a
share certificate to be lost, stolen, or destroyed shall make an affidavit or
affirmation of this claim in such a manner as the Corporation may require and
shall, if the Corporation requires, give the Corporation a bond of indemnity in
form and amount, and with one or more sureties satisfactory to the Corporation,
as the Corporation may require, whereupon an appropriate new certificate may be
issued in lieu of the one alleged to have been lost, stolen or destroyed.

7.6 FIXING OF RECORD DATE. For the purpose of determining shareholders
(a) entitled to notice of or to vote at any meeting of shareholders or, if
necessary, any adjournment thereof, (b) entitled to receive payment of any
distribution or dividend, or (c) for any other proper purpose, the Board of
Directors may fix in advance a date as the record date. The record date may not
be more than 70 days (and, in the case of a notice to shareholders of a
shareholders' meeting, not less than 10 days) prior to the date on which the
particular action, requiring the determination of shareholders, is to be taken.
A separate record date may be established for each Voting Group entitled to vote
separately on a matter at a meeting. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting, unless the Board of Directors shall fix a new record
date for the reconvened meeting, which it must do if the meeting is adjourned to
a date more than 120 days after the date fixed for the original meeting.

7.7 RECORD DATE IF NONE FIXED. If no record date is fixed as provided
in Section 7.6, then the record date for any determination of shareholders that
may be proper or required by law shall be, as appropriate, the date on which
notice of a shareholders' meeting is mailed, the date on which the Board of
Directors adopts a resolution declaring a dividend or authorizing a
distribution, or the date on which any other action is taken that requires a
determination of shareholders.

ARTICLE EIGHT
INDEMNIFICATION

8.1 INDEMNIFICATION OF DIRECTORS. The Corporation shall indemnify and
hold harmless any director of the Corporation (an "Indemnified Person") who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, whether formal or informal, including any
action or suit by or in the right of the Corporation (for purposes of this
Article Eight, collectively, a "Proceeding") because he or she is

10
<PAGE> 12

or was a director, officer, employee, or agent of the Corporation, against any
judgment, settlement, penalty, fine, or reasonable expenses (including, but not
limited to, attorneys' fees and disbursements, court costs, and expert witness
fees) incurred with respect to the Proceeding (for purposes of this Article
Eight, a "Liability"), provided, however, that no indemnification shall be made
for: (a) any appropriation by a director, in violation of the director's duties,
of any business opportunity of the corporation; (b) any acts or omissions of a
director that involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Code Section 14-2-832; or (d) any
transaction from which the director received an improper personal benefit.

8.2 INDEMNIFICATION OF OTHERS. The Board of Directors shall have the
power to cause the Corporation to provide to officers, employees, and agents of
the Corporation all or any part of the right to indemnification permitted for
such persons by appropriate provisions of the Code. Persons to be indemnified
may be identified by position or name, and the right of indemnification may be
different for each of the persons identified. Each officer, employee, or agent
of the Corporation so identified shall be an "Indemnified Person" for purposes
of the provisions of this Article Eight.

8.3 OTHER ORGANIZATIONS. The Corporation shall provide to each
director, and the Board of Directors shall have the power to cause the
Corporation to provide to any officer, employee, or agent, of the Corporation
who is or was serving at the Corporation's request as a director, officer,
partner, trustee, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise all or any part of
the right to indemnification and other rights of the type provided under
Sections 8.1, 8.2, 8.4, and 8.10 of this Article Eight (subject to the
conditions, limitations, and obligations specified in those Sections) permitted
for such persons by appropriate provisions of the Code. Persons to be
indemnified may be identified by position or name, and the right of
indemnification may be different for each of the persons identified. Each person
so identified shall be an "Indemnified Person" for purposes of the provisions of
this Article Eight.

8.4 ADVANCES. Expenses (including, but not limited to, attorneys' fees
and disbursements, court costs, and expert witness fees) incurred by an
Indemnified Person in defending any Proceeding of the kind described in Sections
8.1 or 8.3, as to an Indemnified Person who is a director of the Corporation, or
in Sections 8.2 or 8.3, as to other Indemnified Persons, if the Board of
Directors has specified that advancement of expenses be made available to any
such Indemnified Person, shall be paid by the Corporation in advance of the
final disposition of such Proceeding as set forth herein. The Corporation shall
promptly pay the amount of such expenses to the Indemnified Person, but in no
event later than 10 days following the Indemnified Person's delivery to the
Corporation of a written request for an advance pursuant to this Section 8.4,
together with a reasonable accounting of such expenses; provided, however, that
the Indemnified Person shall furnish the Corporation a written affirmation of
his or her good faith belief that he or she has met the applicable standard of
conduct and a written undertaking and agreement to repay to the Corporation any
advances made pursuant to this Section 8.4 if it shall be determined that the
Indemnified Person is not entitled to be indemnified by the Corporation for such
amounts. The Corporation may make the advances contemplated by this Section 8.4
regardless of the Indemnified Person's financial ability to make repayment. Any
advances and undertakings to repay pursuant to this Section 8.4 may be unsecured
and interest-free.

8.5 NON-EXCLUSIVITY. Subject to any applicable limitation imposed by
the Code or the Articles of Incorporation, the indemnification and advancement
of expenses provided by or granted pursuant to this Article Eight shall not be
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any provision of the Articles of

11
<PAGE> 13

Incorporation, or any Bylaw, resolution, or agreement specifically or in general
terms approved or ratified by the affirmative vote of holders of a majority of
the shares entitled to be voted thereon.

8.6 INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the Corporation, or who, while serving in such a capacity,
is also or was also serving at the request of the Corporation as a director,
officer, trustee, partner, employee, or agent of any corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise, against any
Liability that may be asserted against or incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability
under the provisions of this Article Eight.

8.7 NOTICE. If the Corporation indemnifies or advances expenses to a
director under any of Sections 14-2-851 through 14-2-854 of the Code in
connection with a Proceeding by or in the right of the Corporation, the
Corporation shall, to the extent required by Section 14-2-1621 or any other
applicable provision of the Code, report the indemnification or advance in
writing to the shareholders with or before the notice of the next shareholders'
meeting.

8.8 SECURITY. The Corporation may designate certain of its assets as
collateral, provide self-insurance, establish one or more indemnification
trusts, or otherwise secure or facilitate its ability to meet its obligations
under this Article Eight, or under any indemnification agreement or plan of
indemnification adopted and entered into in accordance with the provisions of
this Article Eight, as the Board of Directors deems appropriate.

8.9 AMENDMENT. Any amendment to this Article Eight that limits or
otherwise adversely affects the right of indemnification, advancement of
expenses, or other rights of any Indemnified Person hereunder shall, as to such
Indemnified Person, apply only to Proceedings based on actions, events, or
omissions (collectively, "Post Amendment Events") occurring after such amendment
and after delivery of notice of such amendment to the Indemnified Person so
affected. Any Indemnified Person shall, as to any Proceeding based on actions,
events, or omissions occurring prior to the date of receipt of such notice, be
entitled to the right of indemnification, advancement of expenses, and other
rights under this Article Eight to the same extent as if such provisions had
continued as part of the Bylaws of the Corporation without such amendment. This
Section 8.9 cannot be altered, amended, or repealed in a manner effective as to
any Indemnified Person (except as to Post Amendment Events) without the prior
written consent of such Indemnified Person.

8.10 AGREEMENTS. The provisions of this Article Eight shall be deemed
to constitute an agreement between the Corporation and each Indemnified Person
hereunder. In addition to the rights provided in this Article Eight, the
Corporation shall have the power, upon authorization by the Board of Directors,
to enter into an agreement or agreements providing to any Indemnified Person
indemnification rights substantially similar to those provided in this Article
Eight.

8.11 CONTINUING BENEFITS. The rights of indemnification and advancement
of expenses permitted or authorized by this Article Eight shall, unless
otherwise provided when such rights are granted or conferred, continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.

8.12 SUCCESSORS. For purposes of this Article Eight, the term
"Corporation" shall include any corporation, joint venture, trust, partnership,
or unincorporated business association that is the successor to all or
substantially all of the business or assets of this Corporation, as a result of
merger,

12
<PAGE> 14

consolidation, sale, liquidation, or otherwise, and any such successor shall be
liable to the persons indemnified under this Article Eight on the same terms and
conditions and to the same extent as this Corporation.

8.13 SEVERABILITY. Each of the Sections of this Article Eight, and each
of the clauses set forth herein, shall be deemed separate and independent, and
should any part of any such Section or clause be declared invalid or
unenforceable by any court of competent jurisdiction, such invalidity or
unenforceability shall in no way render invalid or unenforceable any other part
thereof or any separate Section or clause of this Article Eight that is not
declared invalid or unenforceable.

8.14 ADDITIONAL INDEMNIFICATION. In addition to the specific
indemnification rights set forth herein, the Corporation shall indemnify each of
its directors and such of its officers as have been designated by the Board of
Directors to the full extent permitted by action of the Board of Directors
without shareholder approval under the Code or other laws of the State of
Georgia as in effect from time to time.

ARTICLE NINE
MISCELLANEOUS

9.1 INSPECTION OF BOOKS AND RECORDS. The Board of Directors shall have
the power to determine which accounts, books, and records of the Corporation
shall be available for shareholders to inspect or copy, except for those books
and records required by the Code to be made available upon compliance by a
shareholder with applicable requirements, and shall have the power to fix
reasonable rules and regulations (including confidentiality restrictions and
procedures) not in conflict with applicable law for the inspection and copying
of accounts, books, and records that by law or by determination of the Board of
Directors are made available. Unless required by the Code or otherwise provided
by the Board of Directors, a shareholder of the Corporation holding less than
two percent of the total shares of the Corporation then outstanding shall have
no right to inspect the books and records of the Corporation.

9.2 FISCAL YEAR. The Board of Directors is authorized to fix the
fiscal year of the Corporation and to change the fiscal year from time to time
as it deems appropriate.

9.3 CORPORATE SEAL. The corporate seal will be in such form as the
Board of Directors may from time to time determine. The Board of Directors may
authorize the use of one or more facsimile forms of the corporate seal. The
corporate seal need not be used unless its use is required by law, by these
Bylaws, or by the Articles of Incorporation.

9.4 ANNUAL STATEMENTS. Not later than four months after the close of
each fiscal year, and in any case prior to the next annual meeting of
shareholders, the Corporation shall prepare (a) a balance sheet showing in
reasonable detail the financial condition of the Corporation as of the close of
its fiscal year, and (b) a profit and loss statement showing the results of its
operations during its fiscal year. Upon receipt of written request, the
Corporation promptly shall mail to any shareholder of record a copy of the most
recent such balance sheet and profit and loss statement, in such form and with
such information as the Code may require.

9.5 NOTICE. (a) Whenever these Bylaws require notice to be given to
any shareholder or to any director, the notice may be given by mail, in person,
by courier delivery, by telephone, or by telecopier, telegraph, or similar
electronic means. Whenever notice is given to a shareholder or director by mail,
the notice shall be sent by depositing the notice in a post office or letter box
in a postage-prepaid,

13
<PAGE> 15

sealed envelope addressed to the shareholder or director at his or her address
as it appears on the books of the Corporation. Any such written notice given by
mail shall be effective: (i) if given to shareholders, at the time the same is
deposited in the United States mail; and (ii) in all other cases, at the
earliest of (x) when received or when delivered, properly addressed, to the
addressee's last known principal place of business or residence, (y) five days
after its deposit in the mail, as evidenced by the postmark, if mailed with
first-class postage prepaid and correctly addressed, or (z) on the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee. Whenever
notice is given to a shareholder or director by any means other than mail, the
notice shall be deemed given when received.

(b) In calculating time periods for notice, when a period of time
measured in days, weeks, months, years, or other measurement of time is
prescribed for the exercise of any privilege or the discharge of any duty, the
first day shall not be counted but the last day shall be counted.

9.6 ELECTION OF "FAIR PRICE" STATUTE. The provisions of Sections
14-2-1110 through 14-2-1113 of the Code, as they may be amended from time to
time, shall apply to the Corporation, to the extent permitted by the Code.

9.7 ELECTION OF "BUSINESS COMBINATION" STATUTE. The provisions of
Section 14-2-1131 through 14-2-1133 of the Code, as they may be amended from
time to time, shall apply to the Corporation, to the extent permitted by the
Code.

ARTICLE TEN
AMENDMENTS

Except as otherwise provided below or under the Code, the Board of
Directors shall have the power to alter, amend, or repeal these Bylaws or adopt
new Bylaws. Notwithstanding any other provision of these Bylaws, the
Corporation's Articles of Incorporation or law, neither Section 2.3, 2.13 or
3.8, nor Article Eight hereof nor this Article Ten may be amended or repealed
except upon the affirmative vote of holders of at least a majority of the total
number of votes of the then outstanding shares of capital stock of the Company
that are entitled to vote generally in the election of directors, voting
together as a single class. Any Bylaws adopted by the Board of Directors may be
altered, amended, or repealed, and new Bylaws adopted, by the shareholders. The
shareholders may prescribe in adopting any Bylaw or Bylaws that the Bylaw or
Bylaws so adopted shall not be altered, amended, or repealed by the Board of
Directors.

Dated: May 25, 1999.

<PAGE> 1
EXHIBIT 4.2

[BLUE BORDER DESIGN]

[FRONT OF CERTIFICATE]

NUMBER [NFRONT LOGO] SHARES
NFNT NFRONT, INC.

<S> <C> <C>
COMMON STOCK SEE REVERSE FOR
NO PAR VALUE INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA CERTAIN DEFINITIONS

CUSIP 65334N 10 9

</TABLE>

THIS CERTIFIES THAT [SPECIMEN]
-------------------------------------------------------------

IS THE OWNER OF
----------------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
NFRONT, INC.
transferable on the books of the Corporation in person or by duly authorized
attorney, upon the surrender of this certificate properly endorsed. This
certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

Witness the facsimile signatures of its duly authorized officers.

Dated:

<S> <C> <C>
/s/ Jeffrey W. Hodges [NFRONT, INC. /s/ Brady L. Rackley III
- ------------------------------ CORPORATE SEAL -------------------------------
Secretary GEORGIA] Chief Executive Officer

</TABLE>

COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER
& TRUST COMPANY
TRANSFER AGENT AND REGISTRAR

BY
---------------------------------
AUTHORIZED SIGNATURE

<PAGE> 2

[BACK OF CERTIFICATE]

NFRONT, INC.

The Corporation will furnish without charge to each shareholder who so
requests a statement or summary or summary of the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof which the Corporation is authorized to
issue and of the qualifications, limitations or restrictions of such preferences
and/or rights. Such request may be made to the office of the Secretary of the
Corporation or the Transfer Agent named on the face of this Certificate.

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:

<S> <C> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties -------- ----------
JT TEN - as joint tenants with the right (Cust) (Minor)
of survivorship and not as under the Uniform Gifts to
tenants in common Minors Act
----------------
(State)
</TABLE>

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 common 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 the full power of substitution in the premises.

<S> <C>
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 GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
</TABLE>

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<PAGE> 1
EXHIBIT 4.3

SHAREHOLDER AGREEMENT

THIS SHAREHOLDER AGREEMENT is made and entered into this 13th day of
May 1998, by and among NFRONT, INC. a Georgia corporation (the "Company"), BRADY
L. RACKLEY, III, a resident of the State of Georgia ("Rackley"), Brady L.
Rackley, a resident of the State of Georgia ("B. Rackley"), Tom E. Greene
("greene"), James A. Verbrugge ("Verbrugge"), Warren Derek Porter ("Porter"),
Steve Scott Neel ("Neel"), CNL Financial Corporation ("CNL"), and NORO-MOSELEY
PARTNERS IV, L.P., a Georgia limited partnership ("Investor" and, together with
Rackley, B. Rackley, Greene, Verbrugge, Porter, Neel, and CNL the
"Shareholders").

BACKGROUND

A. Pursuant to a Series A Convertible Preferred Stock Purchase
Agreement of even date herewith (the "Stock Purchase Agreement"), Investor has
purchased Two Hundred Fifty Five Thousand Eight Hundred Eighty Five (255,885)
shares of the Company's Preferred Stock (as hereinafter defined).

B. Pursuant to a Common Stock Purchase Agreement of even date herewith
(the "Common Stock Agreement"), Investor has purchased Thirty Five Thousand
Eight Hundred Twenty Four (35,824) shares of the Company's Common Stock from B.
Rackley.

C. The execution and delivery of this Agreement by the Company and each
of the Shareholders, each of whom owns the number of shares of Common Stock set
forth adjacent to such person's name on the signature page hereto and who,
collectively, own all of the shares of Common Stock (as hereinafter defined)
outstanding on the date hereof, is a condition precedent to the obligation of
Investor to purchase the Preferred Stock pursuant to the Stock Purchase
Agreement.

D. The parties hereto wish to state herein their mutual agreements and
obligations and to impose certain restrictions on the rights and benefits with
respect to the voting and disposition of the Shares (as hereinafter defined) now
or hereafter owned by the Shareholders, and to set forth certain agreements with
respect to the management of the Company.

AGREEMENT

For and in consideration of the foregoing, the agreements set forth
below, and other good and valuable consideration, the receipt and sufficiency of
which is acknowledged, the parties agree as follows:

SECTION 1. DEFINITIONS

The following capitalized terms are used in this Agreement with
meanings thereafter ascribed:

"AFFILIATE" means any person, firm, corporation, partnership,
association, or other entity that, directly or indirectly or through one or more
intermediaries, controls, is controlled by, or is under common control with a
specified person, firm, corporation, partnership, association, or entity.

"AGREEMENT" means this Agreement, together with any addenda and
amendments made in the manner described in this Agreement.

"BUSINESS" means the business of selling Internet banking services to
community banks.

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<PAGE> 2

"BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday, or
Friday on which banks are open in Atlanta, Georgia.

"COMMISSION" means the Securities and Exchange Commission, or any other
federal agency at the time administering the Securities Act.

"COMMON STOCK" means the common stock, no par value, of the Company of
which Five Million (5,000,000) shares are authorized and One Million Twenty
Three Thousand Eighteen (1,023,018) shares are issued and outstanding as of the
date hereof.

"COMMON STOCK EQUIVALENTS" means the sum of (x) the number of shares of
Common Stock outstanding, PLUS (y) the number of shares of Common Stock issuable
upon (i) conversion or exchange of all outstanding securities convertible into
or exchangeable for Common Stock, (ii) the exercise of all vested and
outstanding warrants, options, and rights to purchase Common Stock or securities
convertible into or exchangeable for Common Stock, and (iii) the conversion or
exchange of all convertible or exchangeable securities purchased upon such
exercise, all as of the date upon which the number of Common Stock Equivalents
is being determined.

"COMPANY BENEFIT PLAN" means any stock purchase or stock option plan
which the Company maintains for the benefit of its employees.

"COMPETITOR" means a person or entity that is substantially engaged in
the Business. For purposes hereof, "substantially engaged" shall mean that the
average annual revenues of such person or entity derived from the conduct of the
Business during the three most recent completed fiscal years of such person or
entity (or if such person or entity has conducted such business for less than
three completed fiscal years, then for such lesser period) is in excess of $30
million and is equal to or greater than thirty percent (30%) of the average
annual gross revenues of such person or entity over such fiscal years (or such
lesser period).

"CONFIDENTIAL INFORMATION" means information, other than Trade Secrets,
that is of value to its owner and is treated as confidential, including, but not
limited to, information concerning the customers, suppliers, products, pricing
strategies of the Company, personnel assignments and policies of the Company,
matters concerning the financial affairs and management of the Company or any
parent, subsidiary, or affiliate of the Company, future business plans,
licensing strategies, advertising campaigns, and information regarding
executives or employees of the Company.

"DISPOSITION" means any transfer of all or any part of the rights and
incidents of ownership of the Shares, including the right to vote, and the right
to possession of Shares as collateral for indebtedness, whether such transfer is
outright or conditional, inter vivos or testamentary, voluntary or involuntary,
or for or without consideration, but in any event shall exclude any transfer
pursuant to the Prior Agreements, as amended hereby.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

"EXISTING SHAREHOLDERS' AGREEMENTS" means those certain Shareholders'
Agreements between the Company and each of Greene, Verbrugge, Porter, and Neel,
respectively, each dated March 31, 1997.

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<PAGE> 3

"FAIR VALUE" means the value of one share of Common Stock determined as
set forth below, as of the business day which immediately precedes the date for
which Fair Value is determined.

(a) If the Common Stock IS NOT Publicly Traded, the Fair Value
of one share of Common Stock shall be equal to: (i) the value of the
Company, DIVIDED BY (II) the number of Common Stock Equivalents
(assuming in such case the conversion or exercise of only such
convertible securities or options or warrants that are, as of the date
of such calculation, then convertible or exercisable). The value of the
Company will initially be determined in good faith by the Board of
Directors of the Company, with the approval of the Series A Director
(his or her approval not to be unreasonably withheld). If Board of
Directors and the Series A Director shall be unable to agree as to the
value of the Company, within ten (10) business days from the first
meeting to determine the value of the Company, then the value of the
Company will be determined by appraisal as follows: the Company and the
Series A Director shall each select an appraiser experienced in the
business of evaluating or appraising the market value of stock of
privately held companies, and the two appraisers so selected shall,
within thirty (30) days of selection, appraise the fair market value of
the Company. Each of the Company and the Series A Director shall pay
the fees and expenses of their respective appraisers so chosen. If the
difference between the two appraisals is not greater than ten percent
(10%) of the higher appraisal, the average of the two appraisals shall
be deemed the value of the Company; otherwise, the two appraisers shall
select a third appraiser, who shall be experienced in a manner similar
to the initial appraisers. If the initial appraisers fail to select
such third appraiser as provided above, either the Series A Director,
or the Company, may apply, after written notice to the other, to any
judge of any court of general jurisdiction for the appointment of such
third appraiser. The third appraiser so selected shall appraise the
fair market value of the Company as of the date Fair Value is to be
determined, and shall forthwith give written notice of his
determination to the Company and the Series A Director. The value of
the Company shall then be established by averaging the three
determinations of value, and then, disregarding the value determination
which deviates most from such average, and averaging the remaining two
value determinations. The Company and the Series A Director shall each
pay one-half (1/2) the expenses and fees of the third appraiser. In
making the determination of the Fair Value pursuant to this subsection,
the Board of Directors and/or the appraisers, as the case may be, shall
assume that fair market value of the Company is equal to the amount
which would be paid in cash for the Company, as a going concern, by an
unaffiliated third party buyer, without any discount for factors such
as the absence of a trading market, the minority status of the shares,
or any other factors would might otherwise be applicable. In the event
of a Liquidation which is occasioned by a transaction such as a sale of
assets, a sale of securities by the holders thereof, or a merger or
share exchange, Fair Value shall be determined by reference to the
transaction which gives rise to the Liquidation.

(b) If the Common Stock IS Publicly Traded, "Fair Value" means
the average Daily Price (as such term is defined below) over a twenty
(20) trading day period consisting of the day as of which Fair Value is
being determined and the nineteen (19) consecutive trading days prior
to such date. For the purposes of computing Fair Value, the "Daily
Price" for each of the twenty (20) consecutive trading days shall be
determined as follows:

(i) If the Common Stock is listed on a securities
exchange, the "Daily Price" is the closing price of the Common
Stock on the securities exchange having the greatest trading
volume over the preceding thirty (30) calendar day period, OR,
if there have been

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<PAGE> 4

no sales on a particular trading day, the average of the last
reported bid and asked quotations on such exchange at the
close of business for such trading day.

(ii) If the Common Stock is quoted on the NASDAQ
National Market System, the "Daily Price" is the average of the
representative bid and asked prices of the Common Stock quoted
in the NASDAQ National Market System as of 4:00 p.m., Eastern
Time.

(iii) If the Common Stock is quoted on the
over-the-counter market as reported by the National Quotation
Bureau, the "Daily Price" is the average of the highest bid and
asked prices of the Common Stock on the over-the-counter market
as reported by the National Quotation Bureau.

"MANAGEMENT SHAREHOLDERS" means Rackley and B. Rackley.

"PERMITTED DISPOSITION" means a Disposition effected:

(a) by a Shareholder to which Investor and other
Shareholders holding at least a majority of the Shares held by such
other Shareholders consent in writing;

(b) pursuant to Section 2.2 hereof, or Section 2.4
hereof;

(c) by a Shareholder to a member of such person's
immediate family, as defined in the regulations promulgated under
Section 16 of the Exchange Act, or to any trust for his or their
benefit;

(d) by a Shareholder effective at the closing of a
Transaction or a Qualifying Public Offering; and

(e) by Investor to an Affiliate of Investor.

The foregoing notwithstanding, no Disposition described in (a), (b),
(c) or (e) above shall be a Permitted Disposition unless the transferor shall
have obtained the written agreement of the proposed transferee, that such
transferee will be bound by, and the Shares proposed to be transferred will be
subject to, this Agreement. Such written agreement shall be attached as an
addendum to this Agreement and thereby incorporated as a part of this Agreement,
whereupon the proposed transferee shall have adopted this Agreement, and
thereafter shall be a party hereto, and the term "Shareholders" as used herein
shall thereafter mean and include such transferee.

"PREFERRED STOCK" means 255,885 shares of Series A Convertible
Preferred Stock issued and outstanding upon closing.

"PRIME RATE" means the "prime rate" as published in The Wall Street
Journal (Eastern Edition) under its "Money Rates" column or, if no longer
published as such, the rate of interest announced from time to time by
NationsBank, N.A., as its prime rate, base rate, or reference rate. If the Wall
Street Journal publishes more than one "prime rate" under its "Money Rates"
column or a range of rates, then the Prime Rate shall be the average of such
rates.

"PRIOR AGREEMENTS" means collectively the Existing Shareholders
Agreements and the Voting Trust Agreements.

-4-
<PAGE> 5

"PROPRIETARY INFORMATION" means Trade Secrets and Confidential
Information.

"PUBLIC OFFERING" means any offering by the Company of its securities
to the public pursuant to a registration statement filed with the Commission
under the Securities Act.

"PUBLICLY TRADED" means that the Common Stock of the Company is: (i)
listed on any securities exchange, (ii) quoted in the NASDAQ National Market
System or Bulletin Board, or (iii) quoted on the over-the-counter marker as
reported by the National Quotation Bureau.

"QUALIFYING PUBLIC OFFERING" means one or a series of firm-commitment
underwritten Public Offerings by the Company whereby the Company and/or one or
more of its Shareholders completes a sale of Common Stock such that the gross
proceeds resulting from such sale exceed Fifteen Million Dollars ($15,000,000)
before deduction of expenses and commissions, and the price per share (before
deduction of expenses and commissions) is not less than three (3) times the then
effective Series A Conversion Price (as defined in the Articles of Amendment
designating the Series A Convertible Preferred Stock).

"REGISTRATION EXPENSES" has the meaning ascribed in Section 4.5 hereof.

"REGISTRABLE SECURITIES" means all shares of Common Stock held by
Investor and issued upon conversion of the Preferred Stock purchased under the
Stock Purchase Agreement, excluding in each case securities which have been (a)
registered under the Securities Act pursuant to an effective registration
statement filed thereunder and disposed of in accordance with the registration
statement covering them or (b) publicly sold pursuant to Rule 144 under the
Securities Act.

"RESTRICTIONS TERMINATION DATE" means the first to occur of (a) the
date on which Investor shall first hold less than (i) twenty-five percent (25%)
of the shares of Series A Convertible Preferred Stock issued on the date hereof
or (ii) twenty-five percent (25%) of the shares of Common Stock issued upon
conversion of the Series A Convertible Preferred Stock or (b) the date of
closing of the first Qualified Public Offering.

"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

"SELLING EXPENSES" has the meaning ascribed in Section 4.5 hereof.

"SERIES A DIRECTOR" means the member of the Board of Directors elected
by the holders of Preferred Stock pursuant to Section 3 hereof.

"SHARES" means and includes as to each Shareholder, all shares of the
capital stock of the Company, including without limitation the Common Stock and
the Preferred Stock, now or in the future owned of record or beneficially by
such Shareholder (including without limitation, all Common Stock, Preferred
Stock, or other securities of the Company hereafter acquired pursuant to the
exercise of any option, warrant, or other right granted by the Company to such
Shareholder), and all securities of the Company that may be issued in exchange
for or in respect of such capital stock or securities (including, without
limitation, all securities issued or resulting from any stock dividend, stock
split, recapitalization, or merger effected by the Company).

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<PAGE> 6

"TRADE SECRET(S)" means information if any form which derives economic
value, actual or potential, from not being generally known and not being readily
ascertainable to other persons who can obtain economic value from its disclosure
or use and which is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy or confidentiality. Trade Secrets may
include either technical or non-technical data, including without limitation:
(a) any useful process, machine, chemical formula, composition of matter, or
other device which: (i) is new or which the Shareholder has a reasonable basis
to believe may be new, (ii) is being used or studied by the Company and is not
described in a patent or in any literature already published and distributed
externally by the Company, and (iii) is not readily ascertainable from
inspection of a product of the Company; (b) any engineering, technical, or
product specifications including those of features used in any current product
of the Company, or to be used, or the use of which is contemplated, in a future
product of the Company; (c) any application, operating system, communication
system, or other computer software (whether in source or object code) and all
flow charts, algorithms, coding sheets, routines, subroutines, compilers,
assemblers, design concepts, test data, documentation, or manuals related
thereto, whether or not copyrighted, patented or patentable, related to or used
in the business of the company; and (d) information concerning the customers,
suppliers, products, pricing strategies of the Company, personnel assignments,
and policies of the Company, or matters concerning the financial affairs and
management of the Company or any parent, subsidiary, or affiliate of the
Company; PROVIDED HOWEVER, that Trade Secrets shall not include any information
that: (A) has been voluntarily disclosed to the public by the Company or has
become generally known to the public (except where such public disclosure has
been made by or through such Shareholder or by a third person or entity with the
knowledge of such Shareholder without authorization by the Company); (B) has
been independently developed and disclosed by parties other than such
Shareholder or the Company, without a breach of any obligation of
confidentiality by any such person running directly or indirectly to the
Company; or (C) otherwise enters the public domain through lawful means.

"VOTING TRUST AGREEMENTS" means those certain Voting Trust Agreements
between Rackley and each of Greene, Verbrugge, Porter, and Neel, respectively,
each dated March 31, 1997.

SECTION 2. SHARE CONTROL

SECTION 2.1. RESTRICTIONS UPON TRANSFER OF SHARES. At all times prior
to the Restrictions Termination Date, no Shareholder shall make any Disposition
of Shares, except a Permitted Disposition as provided in this Agreement.

SECTION 2.2. RIGHT OF FIRST REFUSAL.

(a) If any Shareholder (other than Investor as to any transfer
after May 13, 1999) (the "Offering Shareholder"), desires to make a
transfer of Shares prior to the Restrictions Termination Date, which is
not a Permitted Disposition until the provisions of this Section 2.2
have been observed, shall receive a bona fide written offer from a
third party that is not a Competitor (the "Proposed Transferee") to
purchase all or part of the Shares then owned by the Offering
Shareholder that the Offering Shareholder desires to accept (an
"Offer"), the Offering Shareholder shall, as a condition precedent to
accepting the Offer, offer to the Company, and each of the other
Shareholders (such other Shareholders are hereinafter collectively
referred to as the "Other Shareholders" and individually as an "Other
Shareholder"), in the manner set forth below, the right to purchase,
individually or in the aggregate, all of the Shares that are the
subject of the Offer for the same price and the same terms as contained
in the Offer.

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<PAGE> 7

(b) Within ten (10) Business Days after receipt of the Offer,
the Offering Shareholder shall notify the Company and each of the Other
Shareholders in writing of the Offer, stating in such notice (the
"Transfer Notice") the details of the Offer, including (i) the name and
address of the Proposed Transferee, (ii) the number of Shares to which
the Offer pertains (the "Offered Shares"), (iii) the price per share
offered by the Proposed Transferee for the Offered Shares (the
"Price"), and (iv) the terms and method of payment. A copy of the Offer
shall be attached to the Transfer Notice. The Transfer Notice shall
constitute an offer (the "Right of First Refusal") by the Offering
Shareholder to sell the Offered Shares to the Company and, if and to
the extent that the Company shall not accept the Right of First
Refusal, to the Other Shareholders at the Price and upon the terms and
conditions set forth in the Transfer Notice, which offer shall be
irrevocable for thirty (30) Business Days (the "Offer Period") from the
date the Transfer Notice is delivered to the Company (the "Commencement
Date"), subject to satisfaction of the conditions specified in Section
2.2(g) hereof.

(c) The Company shall have the first option to purchase all or
any portion of the Offered Shares. If the Company desires to purchase
all or any part of the Offered Shares, the Company shall communicate,
in writing, its election to purchase to the Offering Shareholder, which
communication shall state the number of Offered Shares the Company
desires to purchase and the Price and terms of payment (which shall be
identical to the terms described in the Transfer Notice), and shall be
delivered to the Offering Shareholder at the address set forth in the
Transfer Notice or if no address is set forth in the Transfer Notice,
at the address reflected in the Company's stock transfer records (with
a copy being contemporaneously delivered to each of the Other
Shareholders) within ten (10) Business Days of the Commencement Date
(such ten (10) Business Day period is hereinafter referred to as the
"Company Acceptance Period"). Such communication shall, when taken in
conjunction with the Transfer Notice, be deemed to constitute a valid,
legally binding, and enforceable agreement for the sale and purchase of
all or that portion of the Offered Shares which the Company has so
elected to purchase, subject to satisfaction to the conditions
specified in Section 2.2(g) hereof.

(d) If the Company does not exercise its option to purchase
all of the Offered Shares from the Offering Shareholder within the
Company Acceptance Period, each Other Shareholder shall have an option
to purchase all or any portion of the Offered Shares not purchased by
the Company (the "Remaining Shares"), exercisable by giving written
notice of exercise to the Offering Shareholder, each Other Shareholder,
and the Company. Such written notice shall state the number of
Remaining Shares such Other Shareholder elects to purchase, and shall
be delivered to the Offering Shareholder with a copy delivered
substantially contemporaneously to the Company and to each Other
Shareholder at the addresses reflected in the Company's stock transfer
records within the ten (10) Business Day period which commences on the
first day after the expiration of the Company Acceptance Period (such
ten (10) Business Day period is hereinafter referred to as the
"Shareholder Acceptance Period"). Such communication shall, when taken
in conjunction with the Transfer Notice, be deemed to constitute a
valid, legally binding, and enforceable agreement for the sale and
purchase of all or that portion of the Offered Shares which each such
Other Shareholder has so elected to purchase, subject to the
satisfaction of the conditions specified in Section 2.2(f) of this
Agreement, and to the terms set forth in the remainder of this
paragraph. In the event that more than one Other Shareholder exercises
the right to purchase the Remaining Shares, each Other Shareholder may
only purchase up to such Other Shareholder's pro rata share of the
Remaining Shares (based upon the ratio of the number of Common Stock
Equivalents owned by such exercising Other Shareholder to the number of
Common Stock Equivalents owned by all Other Shareholders).

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<PAGE> 8

(e) If one or more Other Shareholders fails to timely exercise
such Other Shareholder's option to purchase the full pro rata share of
Offered Shares to which such Other Shareholder is entitled within the
Shareholder Acceptance Period, the Other Shareholders which did
exercise their respective options to purchase the full pro rata share
of Remaining Shares (an "Eligible Other Shareholder") shall have an
option to purchase that portion of the Remaining Shares which remain
available for purchase (the "Available Shares"), exercisable by giving
written notice of exercise to the Offering Shareholder, each Eligible
Other Shareholder, and the Company. Such written notice shall state the
number of Available Shares such Eligible Other Shareholder elects to
purchase, and shall be delivered to the Offering Shareholder with a
copy delivered substantially contemporaneously to the Company and to
each Eligible Other Shareholder at the addresses reflected in the
Company's stock transfer records within the five (5) Business Day
period which commences on the first day after the expiration of the
Shareholder Acceptance Period (such five (5) Business Day period is
hereinafter referred to as the "Overallotment Acceptance Period") Each
Eligible Other Shareholder may purchase a pro rata share of the
Available Shares (based upon the ratio of the number of Common Stock
Equivalents owned by each Eligible Other Shareholder to the number of
Common Stock Equivalents owned by all Eligible Other Shareholders).
This method of allocation shall continue to apply to options to
purchase all of the Available Shares until the first to occur of the
following: (i) all options have been exercised by one or more Eligible
Other Shareholders (which exercises shall constitute the valid, legally
binding, and enforceable agreement as provided above), (ii) the
Eligible Other Shareholders elect not to exercise their rights to
purchase any additional Available Shares, or (iii) the Overallotment
Acceptance Period expires.

(f) The closing of the purchase of any Offered Shares by the
Company, any Remaining Shares by the Other Shareholders, and any
Available Shares by the Eligible Other Shareholders (as the case may
be) shall be held at the principal office of the Company. The Company
shall designate a closing date and time, which date shall be later than
thirty (30) Business Days after the date of the Transfer Notice or such
other date as may be agreed upon by the Company (after consultation
with any Other Shareholder who has exercised such Other Shareholder's
option to purchase Remaining Shares or Available Shares) and the
Offering Shareholder (such date is hereinafter the "Share Transfer
Date"). At the closing, the Offering Shareholder shall deliver
certificates duly endorsed or accompanied by duly executed stock powers
for the Offered Shares being purchased pursuant to this Section 2.2 and
shall transfer the Offered Shares being purchased pursuant to this
Section 2.2 to the purchasers thereof, free and clear of all liens,
claims, charges, or encumbrances, against payment for the Offered
Shares in accordance with the terms of the Transfer Notice. If the
Company shall be the purchaser of any of the Offered Shares, the
Company shall have the right to set off against any payment made to the
Offering Shareholder by the Company in respect of such Offered Shares
the amount by which the Offering Shareholder is then indebted to the
Company.

(g) Notwithstanding the foregoing, if the Right of First
Refusal is not exercised with respect to all of the Offered Shares (i)
on or before the expiration of the Overallotment Acceptance Period, or
(ii) if the Company and the Other Shareholders do not purchase all of
the Offered Shares on the Share Transfer Date, then the Offering
Shareholder shall be under no obligation to sell any Offered Shares to
the Company or the Other Shareholders, and the Offered Shares may be
sold by the Offering Shareholder to the Proposed Transferee at any time
during a thirty (30) Business Day period which commences the day after
(x) the expiration of the Offer Period (if the condition in clause (i)
of this subparagraph (g) is not satisfied) or (y) the Share Transfer
Date (if the condition in clause (i) of this subparagraph (g) is
satisfied but the condition

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<PAGE> 9

in clause (ii) of this subparagraph (g) is not satisfied (such thirty
(30) Business Day Period is hereinafter referred to as the "Free
Transfer Period"). Any such sale shall be only to the Proposed
Transferee at not less than the Price and upon other terms and
conditions not more favorable to the Proposed Transferee than those
specified in the Transfer Notice. No transfer of the Offered Shares or
any portion thereof shall be made to any Competitor.

(h) As a condition precedent to the sale and transfer of any
Offered Shares by the Offering Shareholder, the Offering Shareholder
shall obtain (i) the written agreement of the Proposed Transferee that
the Proposed Transferee will be bound by, and that the Offered Shares
transferred to the Proposed Transferee will be subject to, this
Agreement as provided in Section 2.1 above, except that,
notwithstanding any other provision of this Agreement, the Proposed
Transferee shall not be subject to Section 2.4 of this Agreement and
(ii) (unless waived by the Company) an opinion of counsel, satisfactory
to the Company, that such transfer of interest does not require
registration under the Securities Act, and any applicable state
securities laws. The Company shall not give effect on its books to any
transfer or purported transfer of Offered Shares held or owned by any
Offering Shareholder to the Proposed Transferee unless each and all of
the conditions hereof effecting such transfer shall have been
satisfied. If the transfer by the Offering Shareholder to the Proposed
Transferee of that portion of the Offered Shares as to which the Right
of First Refusal has not been exercised and consummated, is not made
within the Free Transfer Period, the right to transfer in accordance
with this Section 2.2 shall expire. In such event, the restrictions of
this Section 2.2 shall be reinstated as to all Shares which have not
been so transferred, and any subsequent transfer of such Shares,
whether or not to the same Proposed Transferee, must be made strictly
in compliance with the provisions of this Section 2.2.

SECTION 2.3. FAILURE TO DELIVER SHARES TO THE COMPANY. If a Shareholder
becomes obligated to sell any Shares to the Company or to the Other Shareholders
under this Agreement (the "Obligated Shareholder") and fails to deliver such
Shares in accordance with the terms of this Agreement, the Company or such Other
Shareholder may, in addition to all other remedies it may have, tender to the
Obligated Shareholder, at the address set forth in the stock transfer records of
the Company, the purchase price for such Offered Shares as is herein specified,
and (i) in the case of shares to be sold to the Company pursuant to this
Agreement, cancel such shares on its books and records whereupon all of the
Obligated Shareholder's right, title, and interest in and to such Shares shall
terminate, (ii) in the case of Shares to be sold to an Other Shareholder under
this Agreement, issue certificates representing such shares to the Other
Shareholder and register the Other Shareholder on its Company's books and
records as the record owner of the shares whereupon all of the Obligated
Shareholder's right, title, and interest in and to such shares shall terminate.

SECTION 2.4. CO-SALE RIGHTS.

(a) If at any time prior to the Restrictions Termination Date
a Shareholder proposes to effect a Disposition of any or all of the
Shares owned by such Shareholder to a third party (such transferee for
purposes of this Section 2.4 is referred to as the "Transferee") other
than a transaction described in paragraphs(a), (c) and (d) of the
definition "Permitted Disposition," and such Shareholder shall have
complied with the provisions of Section 2.2 hereof (for the purposes of
this Section 2.4, such Shares to be sold are hereinafter referred to as
the "Transfer Shares"), such Shareholder shall require the Transferee,
as a condition precedent to the consummation of the sale or disposition
of the Transfer Shares of such Shareholder to the Transferee, to offer
to acquire from Investor on the same terms as the proposed sale or
disposition from Shareholder a number of Common Stock Equivalents equal
to the product of (i) the number of Common Stock

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<PAGE> 10

Equivalents owned of record by Investor MULTIPLIED BY (ii) a fraction,
the numerator of which is the number of Transfer Shares such
Shareholder proposes to sell or otherwise dispose of to the Transferee,
and the denominator of which is the total number of Common Stock
Equivalents owned beneficially and of record by such Shareholder and
Investor (for the purposes of this Section 2.4, such number of Common
Stock Equivalents is hereinafter referred to as the "Allocation
Shares").

(b) Such Shareholder shall give written notice (for the
purposes of this Section 2.4, the "Co-Sale Notice") to Investor which
shall describe fully the terms of the proposed sale or disposition, the
number of Transfer Shares to be sold or otherwise disposed of, and the
number of Allocation Shares of Investor eligible for co-sale, the name
and address of the Transferee or the Company, as applicable, and the
proposed closing date of the purchase and sale. The Co-Sale Notice
shall be signed by such Shareholder and by the Transferee or the
Company, as applicable, and shall be an irrevocable offer, open for
fifteen (15) days after receipt, to Investor to acquire, as provided
above, all Allocation Shares. Investor shall have fifteen (15) days
after receipt of the Co-Sale Notice to accept such offer as to all or a
portion of the Allocation Shares and notify the Transferee and such
Shareholder in writing of the number of Allocation Shares, if any,
Investor wishes to sell to the Transferee. Such Shareholder may not
consummate the proposed sale or disposition to the Transferee unless
(x) the sale of Allocation Shares pursuant to the co-sale right of
Investor (but only if an Investor timely accepts the offer of such
Shareholder and the Transferee) is consummated; (y) an Investor waives
the right of co-sale as to all or part of the Allocation Shares; or (z)
the irrevocable offer expires without acceptance by an Investor after
the fifteen (15) day period.

SECTION 3. GOVERNANCE PROVISIONS

SECTION 3.1. ELECTION OF DIRECTORS. At all times prior to the
Restrictions Termination Date, each Shareholder agrees to:

(a) Vote all Shares the voting of which is under the
control of such Shareholder to:

(i) maintain a Board of Directors consisting of
five (5) members;

(ii) cause one (1) person designated as the
Series A Director and nominated by the Investor to be elected
as directors of the Company;

(iii) cause two (2) persons designated in writing
by the Management Shareholders (the "Management Shareholder
Nominees") to be elected as directors of the Company; and

(iv) cause two (2) persons, each of whom either
meet the definition of "non-employee director" as defined in
Rule 16b-3 of the Securities Exchange Act of 1934 and is not
an "interested person" of the Investor as defined in Section
2(a)(19) of the Investment Company Act of 1940 OR would
otherwise be qualified to serve on the Audit Committee of the
Company if the Company were listed on the New York Stock
Exchange (the "Outside Nominees"), designated in writing by
the Management Shareholder Nominees and approved by the Series
A Director, such approval not to be unreasonably withheld or
delayed.

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<PAGE> 11

(b) As of the date hereof, the Investor Nominee is Charles D.
Moseley; the Management Shareholder Nominees are Rackley and B. Rackley
and the Outside Nominees are Greene and Verbrugge. These designations
shall remain in effect until a new designation is delivered in writing
to the Company and each party to this Agreement. A new designation
shall be effective when delivered. The Company will use reasonable
efforts to notify all Shareholders at least three (3) days prior to any
meeting (or written action in lieu of a meeting) of the Shareholders at
or by which directors are to be elected, if the director nominees will
change from the nominees designated in this Section 3.1(b).

(c) In the event that any of the Series A Director, and the
Management Shareholder Nominees, shall cease to serve as a director of
the Company for any reason, Investor, or the Management Shareholders,
as applicable, shall have the right to appoint a successor nominee. If
any Outside Nominee shall cease to serve as a director of the Company
for any reason, the Management Shareholder Nominees, with the approval
of the Series A Director, such approval not to be unreasonably withheld
or delayed, shall appoint a successor nominee who meets the eligibility
criteria set forth in Section 3.1(a)(iv) hereof. The Shareholders shall
use their best efforts to ensure that such successor nominee is duly
appointed and elected to fill such vacancy in the manner provided in
the Bylaws of the Company.

(d) Each director shall be entitled to one (1) vote on each
matter on which the Board of Directors takes action.

SECTION 3.2. RIGHT TO PURCHASE NEW SECURITIES. The Company hereby
grants to Investor the right to purchase a pro rata share of any New Securities,
as hereinafter defined, which the Company may, at any time prior to the
Restrictions Termination Date, propose to sell and issue (the "Purchase Right").
A pro rata share, for purposes of this Purchase Right, is a fraction, the
numerator of which is the number of Common Stock Equivalents then held by
Investor, and the denominator of which is the total number of Common Stock
Equivalents then outstanding.

(a) Except as set forth below, "New Securities" means any
shares of capital stock of the Company including Common Stock, whether
now or hereafter authorized, and any rights, options, or warrants to
purchase said shares of capital stock, and any securities of any type
that are, or may become, convertible into said shares of capital stock.
Notwithstanding the foregoing, "New Securities" does not include: (i)
securities offered to the public generally pursuant to a registration
statement filed pursuant to the Securities Act, or pursuant to
Regulation A under the Securities Act; (ii) securities issued pursuant
to any merger or share exchange in which the Company is the survivor or
parent, or pursuant to the purchase of substantially all of the assets
of another person; (iii) shares of Common Stock or related options
convertible into such Common Stock issued to employees, officers, and
directors of the Company pursuant to any plan or arrangement approved
by the Board of Directors, (including options outstanding on the date
hereof) as adjusted for stock splits, stock dividends, and similar
transactions; (iv) securities issued pursuant to any rights or
agreements including without limitation convertible securities,
options, and warrants, provided that the Purchase Right under this
Section 3.2 applies with respect to the initial sale of New Securities
or the grant by the Company of such rights or agreements; (v)
securities issued in connection with any stock split, stock dividend,
or recapitalization by the Company; and (vi) securities issuable to CNL
pursuant to that certain Stock Purchase and Stock Option Agreement
dated January 15, 1998 between the Company and CNL (the "CNL
Agreement").

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<PAGE> 12

(b) In the event the Company proposes to undertake an issuance
of New Securities, it shall give Investor written notice of its
intention, describing the type of New Securities and the price and
terms upon which the Company proposes to issue the New Securities.
Investor shall have fifteen (15) days from the date of receipt of any
such notice to agree to purchase up to its respective pro rata portion
of shares of such New Securities for the price and upon the terms
specified in the notice by giving written notice to the Company of
Investor's intentions, and stating therein the quantity of New
Securities to be purchased by Investor. Investor shall have fifteen
(15) days to complete the purchase. If Investor fails to close such
purchase within the fifteen (15) day period, Investor shall have
forfeited Investor's right to buy a pro-rata share of that particular
issuance of New Securities.

(c) In the event Investor fails to exercise the Purchase Right
as provided herein within said fifteen (15) day period, the Company
shall have ninety (90) days thereafter to sell or enter into a written
agreement (pursuant to which the sale of New Securities covered thereby
shall be completed, if at all, within sixty (60) days from the date of
said agreement) to sell the New Securities not elected to be purchased
by Investor at a price and upon such terms which are no more favorable
to the purchaser of such New Securities than specified in the Company's
notice to Investor. In the event the Company has not sold the New
Securities or entered into a written agreement to sell the New
Securities within said ninety (90) day period (or completed the sale of
the New Securities within sixty (60) days from the date of said
agreement, as provided above), the Company shall not thereafter issue
or sell any New Securities without first offering such securities in
the manner provided in this Section 3.2.

SECTION 3.3. VOTING AGREEMENT. The holders of the then outstanding
shares of Series A Convertible Preferred Stock will not withhold their approval
of any merger ("Business Combination") and shall vote as a class in favor of
such Business Combination, if (A) such Business Combination receives the
approval of the holders of a majority of the outstanding shares of Common Stock,
the holders of Series A Convertible voting with the holders of Common Stock (as
if that all Series A Convertible Preferred Stock were fully converted) and (B)
all Merger Consideration (as such term is defined below) is distributed pro-rata
(other than as may be necessary under Section 2D of the Amended and Restated
Articles of Incorporation of the Company, as amended, to pay to holders of
Series A Convertible Preferred Stock the full amount of the "Senior Liquidation
Payments" to which such holders are entitled) to all Shareholders. As used
herein "Merger Consideration" means all consideration (i) distributed to
Shareholders and (ii) paid to Shareholders of the Corporation in respect of a
Business Combination (including, without limitation, amounts paid in respect of
noncompetition covenants), required by the terms of the Business Combination to
be held in escrow, or is otherwise not immediately available for distribution to
Shareholders (including, without limitation, (x) amounts payable in conjunction
with any "earn-out" or other type of contingent consideration based in whole or
in part upon future performance, and (y) amounts payable pursuant to promissory
notes or other forms of seller financing) and all amounts paid to Shareholders
for consulting services, transition bonuses, stay-on bonuses, excluding,
however, amounts paid to Shareholders that are not in excess of reasonable
compensation for services actually performed for the surviving entity in the
Business Combination by such Shareholder.

SECTION 4. REGISTRATION RIGHTS.

SECTION 4.1. DEMAND REGISTRATION. At any time following a Public
Offering, Investor may request the Company to register under the Securities Act
not less than forty percent (40%) of all shares of Registrable Securities then
held by Investor for sale in the manner specified in such notice.
Notwithstanding anything to the contrary contained herein, no request may be
made under this

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<PAGE> 13

Section 4.1 within six months after the effective date of a registration
statement filed by the Company covering a firm commitment underwritten public
offering in which Investor shall have been entitled to join pursuant to Section
4.2 hereof, and in which there shall have been effectively registered all shares
of Registrable Securities as to which registration shall have been requested by
Investor and permitted by the managing underwriter. If the Company receives a
notice from Investor that imposes on the Company the registration obligations of
this Section 4.1, and if, in the reasonable opinion of the Board of Directors of
the Company the general market conditions are not appropriate at the time for an
offering, the Company may, at its option, delay the commencement of the
performance of the Company's obligation pursuant to this Section 4.1 for up to
one hundred twenty (120) days. If Investor specifies in the notice, that the
method of disposition of the Registrable Securities shall be an underwritten
public offering, Investor may designate the managing underwriter of such
offering, subject to the approval of the Company, which approval shall not be
unreasonably withheld or delayed. The Company shall be obligated to prepare and
file a registration statement with respect to Registrable Securities pursuant to
this Section 4.1 on one occasion only PROVIDED HOWEVER, that such obligation
shall be deemed satisfied only when a registration statement covering shares of
Registrable Securities, for sale in accordance with the method of disposition
specified by the requesting Investor, shall have become effective (or is in a
position to be declared effective but for Investor's election not to proceed
with the contemplated offering). The Company shall be entitled to include in any
registration statement referred to in this Section 4.1 for sale in accordance
with the method of disposition specified by Investor, shares of Common Stock to
be sold by the Company for its own account and for the accounts of other holders
of Common Stock, except as and to the extent that in the opinion of the managing
underwriter (if such method of disposition shall be an underwritten public
offering), such inclusion would adversely affect the marketing of the
Registrable Securities to be sold. Except for registration statements on Forms
S-4 or S-8, or any successor thereto, the Company will not file with the
Commission any other registration statement with respect to its Common Stock,
whether for its own account or that of other shareholders, from the date of
receipt of a notice from Investor pursuant to this Section 4.1 until the
completion of the period of distribution of the registration contemplated
thereby (determined as provided in Section 4.3 hereof, but in no event to exceed
ninety (90) days following the effective date of the applicable registration
statement).

SECTION 4.2. PIGGYBACK REGISTRATION. At any time following a Public
Offering, if the Company at any time proposes to register any Common Stock under
the Securities Act for sale to the public, whether for its own account or for
the account of other security holders or both (except with respect to
registration statements on Forms S-4 or S-8 or another form not available for
registering the Registrable Securities for sale to the public), each such time
it will give written notice to Investor of its intention so to do. Upon the
written request of an Investor received by the Company within 10 days after the
giving of any such notice by the Company, to register such number of shares of
Registrable Securities held by Investor (or by persons taking from Investor
pursuant to a Permitted Disposition) specified in such written request, the
Company will cause the Registrable Securities as to which registration shall
have been so requested to be included in the securities to be covered by the
registration statement proposed to be filed by the Company, all to the extent
requisite to permit the sale or other disposition by Investor (in accordance
with its written request) of such Registrable Securities so registered. In the
event that any registration pursuant to this Section 4.2 shall be, in whole or
in part, an underwritten public offering of Common Stock, the number of shares
of Registrable Securities to be included in such an underwriting may be reduced
if and to the extent that the managing underwriter shall be of the opinion that
such inclusion would adversely affect the marketing of the securities to be sold
by the Company therein. In the event such a reduction is necessary, the
reduction shall be borne first by holders of Registrable Securities who are not
Investor, and if a further reduction is necessary in the judgment of the
managing underwriter, then, Investor proposing to sell Registrable Securities in
the offering shall bear the reduction on a pro-rata basis, based on the number
of shares of Registrable Securities that Investor

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<PAGE> 14

proposed to offer for sale in the Offering, or if Investor holds a majority of
the shares of Registrable Securities that Investor may elect to withdraw from
such registration all shares of Registrable Securities held by Investor as to
which registration was requested. Notwithstanding the foregoing provisions, the
Company may for any reason and without the consent of Investor withdraw any
registration statement referred to in this Section 4.2 without thereby incurring
any liability to Investor.

SECTION 4.3. REGISTRATION PROCEDURES. If and whenever the Company is
required by the provisions of Section 4.1 or 4.2 hereof to use its best efforts
to effect the registration of any shares of Registrable Securities under the
Securities Act, the Company will, as expeditiously as possible:

(a) prepare and file with the Commission a registration
statement (which, in the case of an underwritten public offering
pursuant to Section 4.1 or 4.2 hereof, shall be on Form S-1, Form S-2,
Form S-3, any successor forms thereto, or other form of general
applicability satisfactory to the managing underwriter selected as
herein provided) with respect to such securities and use its best
efforts to cause such registration statement to become and remain
effective for the period of the distribution contemplated thereby
(determined as hereinafter provided);

(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for the period of distribution and comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement in
accordance with the intended method of disposition set forth in such
registration statement for such period;

(c) furnish to each Shareholder and to each underwriter such
number of copies of the registration statement and the prospectus
included therein (including each preliminary prospectus) as such
persons reasonably may request in order to facilitate the public sale
or other disposition of the Registrable Securities covered by such
registration statement;

(d) use its best efforts to register or qualify the
Registrable Securities covered by such registration statement under the
securities or "blue sky" laws of such jurisdictions as the
Shareholders, or, in the case of an underwritten public offering, the
managing underwriter reasonably shall request, PROVIDED HOWEVER, that
the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general
service of process in any such jurisdiction;

(e) use its best efforts to list the Registrable Securities
covered by such registration statement with any securities exchange or
NASDAQ on which the Common Stock of the Company is then listed or
quoted;

(f) notify each selling Shareholder at any time when a
prospectus relating to Registrable Securities is required to be
delivered under the Securities Act of the happening of any event as a
result of which the prospectus included in such registration statement
contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading, and, at the
request of any such Shareholder, the Company will prepare a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus will not
contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;

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<PAGE> 15

(g) notify the selling Shareholders immediately, and confirm
the notice in writing, (1) when the registration statement becomes
effective, (2) of the issuance by the Commission of any stop order or
of the initiation, or the threatening, of any proceedings for that
purpose, (3) of the receipt by the Company of any notification with
respect to the suspension of qualification of the Restricted Stock for
sale in any jurisdiction or of the initiation, or the threatening, of
any proceedings for that purpose, and (4) of the receipt of any
comments, or requests for additional information, from the Commission
or any state regulatory authority. If the Commission or any state
regulatory authority shall enter such a stop order or order suspending
qualification at any time, the Company will promptly use its best
reasonable efforts to obtain the lifting of such order; and

(h) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available
to its security holders as soon as reasonably practicable, but not
later than eighteen (18) months after the effective date of the
registration statement, an earnings statement covering a period of at
least twelve (12) months beginning after the effective date of the
registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act.

For purposes hereof, the period of distribution of Registrable
Securities in a firm commitment underwritten public offering shall be deemed to
extend until each underwriter has completed the distribution of all securities
purchased by it, and the period of distribution of Registrable Securities in any
other registration shall be deemed to extend until the earlier of the sale of
all Registrable Securities covered thereby or 180 days after the effective date
thereof.

In connection with each registration hereunder, each Shareholder will
furnish to the Company in writing such information with respect to it as a
shareholder as reasonably shall be necessary in order to assure compliance with
federal and applicable state securities laws.

In connection with each registration pursuant to Section 4.1 or 4.2
hereof covering an underwritten public offering, the Company and each
Shareholder agree to enter into a written agreement with the managing
underwriter selected in the manner herein provided in such form and containing
such provisions as are customary in the securities business for such an
arrangement between such underwriter and companies of the Company's size and
investment stature.

SECTION 4.4. EXPENSES. All reasonable expenses incurred by the Company
in complying with Section 4.1 or 4.2 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including counsel fees) incurred in connection with complying with state
securities or "blue sky" laws, fees of the National Association of Securities
Dealers, Inc., transfer taxes, fees of transfer agents and registrars, and in
the case of Section 4.1 the reasonable fees and disbursements of one counsel for
the sellers of Restricted Stock , but excluding any Selling Expenses, are called
"Registration Expenses." All underwriting discounts and selling commissions
applicable to the sale of Restricted Stock are called "Selling Expenses."

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(a) The Company shall pay all Registration Expenses
attributable to the shares of Restricted Stock of Shareholders included
in the Registration in connection with each registration statement
under Section 4.1 or 4.2 hereof.

(b) All Selling Expenses in connection with each registration
statement under Section 4.1 or 4.2 hereof shall be borne by Investor
and any other selling shareholder in proportion to the number of shares
sold by Investor or by such other selling shareholders.

SECTION 4.5. INDEMNIFICATION AND CONTRIBUTION.

(a) In the event of a registration of any of the Registrable
Securities under the Securities Act pursuant to Section 4.1 or 4.2
hereof, the Company will indemnify and hold harmless Investor, its
directors and its officers (provided Investor is a seller of
Registrable Securities thereunder), each underwriter of such
Registrable Securities thereunder, and each other person, if any, who
controls Investor, its directors and its officers or underwriter within
the meaning of the Securities Act, against any losses, claims, damages,
or liabilities, joint or several, to which Investor, its directors and
officers, such underwriter or such person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages,
or liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which any
shares of Registrable Securities were registered under the Securities
Act pursuant to Section 4.1, 4.2, or 4.3 hereof, any preliminary
prospectus or final prospectus contained therein, or any amendment or
supplement thereof, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse
Investor, its directors and officers, each such underwriter and each
such controlling person for any legal or other expenses reasonably
incurred by any of them in connection with investigating or defending
any such loss, claim, damage, liability, or action; PROVIDED, HOWEVER,
that the Company will not be liable in any such case if and to the
extent that any such loss, claim, damage, or liability arises out of or
is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information
furnished by an Investor, its directors and its officers, such
underwriter and such controlling person in writing specifically for use
in such registration statement or prospectus.

(b) In the event of a registration of any of the shares of
Registrable Securities under the Securities Act pursuant to Section 4.1
or 4.2 hereof, Investor including Shares of Registrable Securities in
such registration, severally but not jointly, will indemnify and hold
harmless the Company, each person, if any, who controls the Company
within the meaning of the Securities Act, each officer of the Company
who signs the registration statement, each director of the Company,
each underwriter, and each person who controls any underwriter within
the meaning of the Securities Act, against all losses, claims, damages,
or liabilities, joint or several, to which the person may become
subject under the Securities Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement
under which any shares of Registrable Securities were registered under
the Securities Act pursuant to Section 4.1 or 4.2 hereof, any
preliminary prospectus, or final prospectus contained therein, or any
amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company and each such
officer, director, underwriter, and controlling person for any legal or
other expenses

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<PAGE> 17

reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action, PROVIDED,
HOWEVER, that Investor will be liable hereunder in any such case if and
only to the extent that any such loss, claim, damage, or liability
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information pertaining to Investor, as such,
respectively, furnished in writing to the Company by Investor
specifically for use in such registration statement or prospectus, and
PROVIDED, FURTHER, HOWEVER, that the respective liability of an
Investor hereunder shall be limited to the proportion of any such loss,
claim, damage, liability, or expense which is equal to the proportion
that the public offering price of the shares sold by Investor, under
such registration statement bears to the total public offering price of
all securities sold thereunder, but not in any event to exceed the
proceeds received by an Investor from the sale of shares of Registrable
Securities or covered by such registration statement. In no event will
any Shareholder be required to enter into any agreement or undertaking
in connection with any registration under this Agreement providing for
any indemnification or contribution obligation on the part of Investor
greater than Investor's obligation under this Section 4.

(c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing
thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified
party other than under this Section 5 and shall only relieve it from
any liability which it may have to such indemnified party under this
Section 5 if and to the extent the indemnifying party is prejudiced by
such omission. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such
indemnified party, and, after notice from the indemnifying party to
such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such
indemnified party under this Section 4.6 for any legal expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected, PROVIDED, HOWEVER, that, if the
defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which
are different from or additional to those available to the indemnifying
party or if the interests of the indemnified party reasonably may be
deemed to conflict with the interests of the indemnifying party, the
indemnified party shall have the right to select a separate counsel and
to assume such legal defenses and otherwise to participate in the
defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.

(d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which
indemnification is unavailable to any indemnified party then, and in
each such case, the intended indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the intended indemnifying
party on the one hand and of the indemnified parties on the other in
connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the intended
indemnifying party and of the indemnified parties shall be determined
by reference to, among other things, whether the untrue

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or alleged untrue statement of a material fact or the omission to state
a material fact relates to information supplied by the intended
indemnifying party, or by the indemnified party, and the parties'
relative intent, knowledge, access to information and opportunity to
correct or present such statement or omission. The Company and Investor
agree that it would not be just and equitable if contribution pursuant
to this Section 4.6(d) were determined by pro rata allocation or by any
other method of allocation which does not take into account the
equitable considerations referred to in the immediately preceding
paragraph, PROVIDED HOWEVER, that (i) Investor shall not be required to
contribute any amounts in excess of the limitations in Section 4.6(b)
and (ii) no person guilty of fraudulent misrepresentations (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

SECTION 4.6. CHANGES IN COMMON STOCK. If, and as often as, there is any
change in the Common Stock by way of a stock split, stock dividend, combination
or reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the registration rights granted in this Section 4
shall continue with respect to the Common Stock as so changed.

SECTION 4.7. RULE 144 REPORTING. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Registrable Securities to the public without
registration, at all times after ninety (90) days after any registration
statement covering a Public Offering shall have become effective (provided that
the public offering, contemplated thereby is in fact consummated), the Company
agrees to:

(a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;

(b) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act; and

(c) furnish to Investor holding Registrable Securities
forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of such Rule 144 and of the
Securities Act and the Exchange Act, a copy of the most recent annual
or quarterly report of the Company, and such other reports as an
Investor may reasonably request in availing itself of any rule or
regulation of the Commission allowing Investor to sell any Registrable
Securities without registration.

SECTION 4.8. TRANSFER OF REGISTRATION RIGHTS. The rights to cause the
Corporation to register securities granted the Investor under Section 4 hereof
may be assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities or Preferred Stock provided that: (i) such
transfer may otherwise be effected in accordance with applicable securities
laws, and (ii) such assignee or transferee acquires at least one-half of the
shares of Registrable Securities or Preferred Stock (appropriately adjusted for
stock split or recapitalization) then held by such Investor. Notwithstanding the
foregoing, the rights to cause the Company to register securities may be
assigned to any shareholder, partner, or affiliate of an Investor without
compliance with item (ii) above, provided written notice thereof is promptly
given to the Company.

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<PAGE> 19

SECTION 4.9. STANDOFF AGREEMENT.

(a) Management Shareholders agree, so long as Management
Shareholders in the aggregate, hold at least five percent (5%) of the
outstanding Common Stock, in connection with the Company's initial
Public Offering, upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, not to
sell, make any short sale of, loan, grant any option for the purchase
of, or otherwise dispose of any Common Stock (other than those included
in the registration) without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not
to exceed ninety (90) days from the effective date of such
registration) as may be requested by the underwriters.

(b) Investor agrees, so long as Investor holds at least five
percent (5%) of the outstanding Common Stock, in connection with the
Company's initial public offering, upon request of the Company or the
underwriters managing any underwritten offering of the Company's
securities, not to sell, make any short sale of, loan, grant any option
for the purchase of, or otherwise dispose of any Registrable Securities
(other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may
be, for such period of time (not to exceed ninety (90) days from the
effective date of such registration) as may be requested by the
underwriters.

SECTION 5. GENERAL PROVISIONS

SECTION 5.1. TERM. This Agreement shall terminate and be of no force
and effect, unless extended as provided herein, upon the first to occur of (a)
the passage of ten (10) years from the date of this Agreement or (b) the
effective date of a written agreement signed by all of the parties hereto
providing for the termination of this Agreement.

SECTION 5.2. PARTIAL TERMINATION UPON QUALIFIED PUBLIC OFFERING. The
restrictions in Sections 2.1, 2.2, and 2.4, and Section 3 shall terminate upon
the Restriction Termination Date.

SECTION 5.3. LEGEND. During the term of this Agreement, each
certificate representing the Shares shall bear the following legend, or a
similar legend deemed by the Company to constitute an appropriate notice of the
provisions hereof and the applicable security laws (any such certificate not
having such legend shall be surrendered upon demand by the Company and so
endorsed):

On the face of the certificate:

"TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH CONDITIONS
PRINTED ON THE REVERSE OF THIS CERTIFICATE."

On the reverse:

"THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND
TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN SHAREHOLDER AGREEMENT
BY AND AMONG NFRONT, INC. (ISSUER) (THE "COMPANY") AND CERTAIN
SHAREHOLDERS THEREOF, DATED MAY 13, 1998 A COPY OF WHICH IS ON FILE AT
THE PRINCIPAL OFFICE OF THE COMPANY AND MAY BE INSPECTED DURING NORMAL
BUSINESS HOURS. NO TRANSFER OR PLEDGE OF THE SHARES EVIDENCED HEREBY
MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF
SAID AGREEMENT. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER,
TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE
PROVISIONS OF SAID AGREEMENT."

"SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY
THE HOLDER FOR INVESTMENT PURPOSES ONLY AND NOT FOR RESALE, TRANSFER OR
DISTRIBUTION, HAVE BEEN

-19-
<PAGE> 20

ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED
FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE
REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN
COMPLIANCE WITH OR EXEMPT FROM SUCH LAWS, AND UPON EVIDENCE
SATISFACTORY TO THE COMPANY OF COMPLIANCE WITH OR EXEMPTION FROM SUCH
LAWS, AS TO WHICH THE COMPANY MAY RELY UPON AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY."

Each Shareholder shall promptly surrender the certificates representing
his/her Shares to the Company so that the Company may affix the foregoing
legends thereto. A copy of this Agreement shall be kept on file in the principal
office of the Company. Upon termination of all applicable restrictions set forth
herein and upon tender to the Company of the appropriate stock certificates, the
Company shall reissue to the holder of such stock certificates new stock
certificates which shall contain only the second paragraph of the restrictive
legend set forth above. The parties to this Agreement intend that the legend
conform to the applicable provisions of the Georgia Business Corporation Code.
This legend may be modified from time to time by the Board of Directors of the
Company to conform to such statutes or to this Agreement.

SECTION 5.4. WAIVER OF PRE-EMPTIVE RIGHTS; PRIOR AGREEMENTS.

(a) All Shareholders other than the Investor hereby
irrevocably waive any pre-emptive or other rights, including, without
limitation, any rights of first refusal or similar rights any of them
have or may have with respect to the issuance of the Preferred Stock

(b) Each of the Shareholders who are parties to the Prior
Agreements hereby acknowledge that the Prior Agreements remain
unaffected by the execution and delivery of the Stock Purchase
Agreement and this Agreement, except that, with respect to the Existing
Shareholders' Agreements, the provisions of Section 2 of each such
Existing Shareholders' Agreements shall be superseded only to the
extent that such transfer is a "Permitted Transfer" (as defined in the
Existing Shareholders' Agreements) by the provisions of Section 2 of
this Agreement until the earlier of the Restrictions Termination Date
or the termination of this Agreement, at which time all of the
provisions of Section 2 of each of the Existing Shareholders'
Agreements shall again be effective. In the event of any conflict
between the Prior Agreements and the terms and conditions of this
Agreement, the terms and conditions of this Agreement shall control.

SECTION 5.5. PROPRIETARY INFORMATION.

(a) Each Shareholder acknowledges and agrees that all
Proprietary Information, and all physical embodiments thereof, are
confidential to and shall be and remain the sole and exclusive property
of the Company and that any Proprietary Information produced by the
Shareholder during the period of the Shareholder's employment by the
Company shall be considered "work for hire" as such term is defined in
17 U.S.C. Section 101, et. seq., the ownership and, if applicable, the
copyright of which shall be vested solely in the Company. Each
Shareholder agrees (i) immediately to disclose to the Company all
Proprietary Information developed in whole or part by such Shareholder
during the term of such Shareholder's employment by the Company, and
(ii) at the request and expense of the Company, to do all things and
sign all documents or instruments reasonably necessary in the opinion
of the Company to eliminate any ambiguity as to the exclusive rights of
the Company in such Proprietary Information including, without
limitation, providing to the Company such Shareholder's full
cooperation in any litigation or other proceeding to establish,
protect, or obtain such exclusive rights. Upon request by the Company,
and in any event upon termination of employment, or

-20-
<PAGE> 21

cessation of ownership of Shares, as the case may be, such Shareholder
shall promptly deliver to the Company, and shall not retain or transmit
to any other party or parties, all property belonging to the Company
including, without limitation, all Proprietary Information (and all
embodiments thereof) then in such Shareholder's custody, control, or
possession.

(b) Each Shareholder agrees that all Proprietary Information
received or developed by such Shareholder as a result of such
Shareholder's employment or association with the Company will be held
in trust and kept in the strictest confidence, that such Shareholder
will protect such Proprietary Information from disclosure, and that
such Shareholder will not use, reproduce, distribute, disclose, or
otherwise disseminate, by electronic or other means, the Proprietary
Information or any physical embodiments thereof, except in connection
with such Shareholder's employment hereunder, without the Company's
prior written consent. The obligations of confidentiality contained in
this Agreement with respect to all Proprietary Information will apply
during such Shareholder's employment by the Company, or cessation of
ownership of Shares, as the case may be, and at any and all times after
expiration or termination (for whatever reason) of such or ownership.

(c) In the event of final adjudication of a breach or
contemplated breach of the covenants and agreements set forth in
subsections (a) and (b) above, the Company shall have the right, in
addition to all other rights or remedies available to it at law or in
equity, to set off against and deduct from any monies then payable or
thereafter to become payable to the breaching Shareholder pursuant to
Section 2 hereof, the amount of any damages suffered or incurred by the
Company as a result of such breach. In addition, the Company shall be
entitled to preliminary and permanent injunctive relief against the
breaching Shareholder to prevent or enjoin an actual or threatened
breach of such covenants and agreements or the continuation thereof by
such Shareholder.

SECTION 5.6. EXTENSION OF TERM. This Agreement may be extended for
additional ten (10) year periods if all Shareholders bound by this Agreement at
the time of the extension so agree in writing.

SECTION 5.7. CONTINUATION OF EMPLOYMENT. Nothing in this Agreement
shall create an obligation on the Company to continue the employment of a
Shareholder with the Company or any Affiliate of the Company.

SECTION 5.8. SPECIFIC ENFORCEMENT. The Shareholders expressly agree
that they will be irreparably damaged if this Agreement is not specifically
enforced. Upon a breach or threatened breach of the terms, covenants and/or
conditions of this Agreement by any Shareholder, any other Shareholder shall, in
addition to all other remedies available with respect to such breach, be
entitled to a temporary or permanent injunction, without showing any actual
damage, and/or a decree for specific performance, in accordance with the
provisions hereof.

SECTION 5.9. NOTICES. All notices, requests, consents, and other
communications required or permitted hereunder shall be in writing and shall be
effective when delivered in person or by "confirmed" facsimile transmission or
one day after deposit with a nationally recognized overnight delivery carrier
properly addressed and deposited prior to the applicable deadline for receipt of
overnight packages, or five days after deposit in the U.S. Mail, certified or
registered mail, return receipt requested, postage prepaid, in each case
addressed as follows (or at such other address for the parties as shall be
specified by like notice):

-21-
<PAGE> 22

(a) if to the Company:

nFront, Inc.
1551 Jennings Mill Road, Suite 800A
Bogart, Georgia 30622
Attention: Tripp Rackley
Facsimile: (706) 369-8611

with a copy (which shall not constitute notice) to:

Rogers & Hardin, LLP
229 Peachtree Street
2700 International Tower, Peachtree Center
Atlanta, Georgia 30303
Attention: Alan C. Leet, Esq.
Facsimile: (404) 525-2224

(b) if to a Shareholder other than NMP, such Shareholder's
address as reflected in the stock records of the Company or as such
Shareholder shall designate to the Company in writing.

Noro-Moseley Partners, IV, L.P.
9 North Parkway Square
4200 Northside Pkwy
Atlanta, GA 30327
Attention: Charles D. Moseley, Jr.
Facsimile: (404) 239-9280

with a copy (which shall not constitute notice) to:

Balboni Law Group LLC
990 One Live Oak Center
3475 Lenox Road, N.E.
Atlanta, Georgia 30326
Attention: Gerardo M. Balboni II, Esq.
Facsimile: (404) 812-3101

SECTION 5.10. ASSIGNMENT. This Agreement shall not be assignable by any
of the parties hereto without the written consent of the other parties.

SECTION 5.11. GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with the internal laws of the State of Georgia,
irrespective of the choice of law provisions thereof. The parties agree that any
appropriate state court located in Fulton County, Georgia, or any Federal Court
located in the Northern District of Georgia-Atlanta Division, shall have
exclusive jurisdiction of any case or controversy arising under or in connection
with this Agreement and shall be a proper forum in which to adjudicate such case
or controversy. The parties consent to the jurisdiction of such courts.

SECTION 5.12. AMENDMENT. Except as otherwise provided herein, this
Agreement may be amended, supplemented, or interpreted at any time, but only by
a written instrument executed by the

-22-
<PAGE> 23

Company, the Investor, and Shareholders holding at least sixty-seven percent
(67%) of the Shares held by such Shareholders in the aggregate.

SECTION 5.13. FACSIMILE SIGNATURE; COUNTERPARTS. This Agreement may be
executed by facsimile signature and in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.

SECTION 5.14. ENTIRE AGREEMENT. Subject to Section 5.4 hereof with
regard to the Prior Agreements, this Agreement, together with other documents
delivered pursuant hereto or incorporated by reference herein, contain the
entire agreement between the parties hereto concerning the transactions
contemplated herein and supersede all prior agreements or understandings between
the parties hereto relating to the subject matter hereof. No oral
representation, agreement, or understanding made by any party hereto shall be
valid or binding upon such party or any other party hereto.

SECTION 5.15. EFFECT OF OTHER LAWS AND AGREEMENTS. The rights and
obligations of the parties under this Agreement shall be subject to any
restrictions on the purchase of stock which may be imposed by the Georgia
Business Corporation Code or any agreement now or hereafter entered into between
the Company and any financial institution with respect to loans or other
financial accommodations made to the Company. Nothing contained herein shall be
deemed to limit the obligations and duties imposed upon officers and directors
in accordance with state and federal laws.

SECTION 5.16. FURTHER ASSURANCE. Each party hereto shall do and
perform, or cause to be done and performed, all such further acts and things and
shall execute and deliver all such other agreements, certificates, instruments
and documents as any other party hereto may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.

SECTION 5.17. CAPTIONS AND SECTION HEADINGS. Except as used in Section
1, captions and section headings used herein are for convenience only and are
not a part of this Agreement and shall not be used in construing it.

SECTION 5.18. WAIVER. Any waiver by any party hereto of any of his or
its rights hereunder shall be without prejudice of his or its future assertion
of any such rights, and any delay in exercising any rights shall not operate as
a waiver thereof.

SECTION 5.19. SEVERABILITY OF PROVISIONS. If any one or more of the
provisions of this Agreement shall be determined to be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provision of this Agreement shall not be impaired in any way.

SECTION 5.20. SPECIFIC PERFORMANCE. In any action or proceeding to
specifically enforce the provisions of this Agreement, any person (including the
Company) against whom such action or proceeding is brought hereby waives the
claim or defense therein that the plaintiff or claimant has an adequate remedy
at law, and such person shall not urge in any such action or proceeding the
claim or defense that such remedy at law exists. The provisions of this
paragraph shall not prevent any party from seeking a remedy at law in connection
with any breach of this Agreement.

SECTION 5.21. SHAREHOLDER OBLIGATIONS. The obligations of the
Shareholders hereunder are several and not joint.

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<PAGE> 24

IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.

<S> <C>
nFront, Inc.

By: /s/ Brady L. Rackley III
------------------------------------------------------
Brady L. Rackley, III, President

Noro-Moseley Partners IV, L.P.

By: MKFJ IV., L.L.C., General Partner

By: /s/ Charles D. Moseley, Jr.
------------------------------------------------------
Charles D. Moseley, Jr., Member 35,824 Shares (Common)
255,885 Shares (Preferred)

/s/ Brady L. Rackley III
---------------------------------------------------------
Brady L. Rackley, III 435,000 Shares

/s/ Brady L. Rackley
---------------------------------------------------------
Brady L. Rackley 435,000 Shares

/s/ Steve J. Smith, COO/CFO
---------------------------------------------------------
CNL Financial Corporation 23,018 Shares

/s/ Tom E. Greene
---------------------------------------------------------
Tom E. Greene 15,000 Shares

/s/ James A. Verbrugge
---------------------------------------------------------
James A. Verbrugge 15,000 Shares

/s/ Warren Derek Porter
---------------------------------------------------------
Warren Derek Porter 75,000 Shares

/s/ Steven Scott Neel
---------------------------------------------------------
Steven Scott Neel 25,000 Shares
</TABLE>

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<PAGE> 1

EXHIBIT 5.1

[MORRIS, MANNING & MARTIN LETTERHEAD]
A LIMITED LIABILITY PARTNERSHIP

ATTORNEYS AT LAW
1600 ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, N.E.

ATLANTA, GEORGIA 30326-1044
TELEPHONE 404 233-7000
FACSIMILE 404 365-9532

MEMBER,
COMMERCIAL LAW AFFILIATES
WITH INDEPENDENT FIRMS
IN PRINCIPAL CITIES WORLDWIDE

__________, 1999

nFront, Inc.
Suite 100
520 Guthridge Court, NW
Norcross, Georgia 30092

Re: Registration Statement on Form S-1

Gentlemen:

We have acted as counsel for nFront, Inc., a Georgia corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-1 (the
"Registration Statement"), of a proposed offering of an aggregate of 3,900,000
shares of the Company's common stock, no par value per share (the "Common
Stock"), consisting of 3,500,000 shares of the Common Stock being offered by
the Company (the "Company Shares") and 400,000 shares of Common Stock being
offered by certain selling shareholders (the "Selling Shareholder Shares"). In
addition, the selling shareholders have granted to the underwriters an option
to purchase 585,000 shares of Common Stock to cover over-allotments, if any
(the "Over-Allotment Shares").

We have examined such documents, corporate records, and other
instruments as we have considered necessary and advisable for purposes of
rendering this opinion. Based upon and subject to the foregoing, we are of the
opinion that the Company Shares, the Selling Shareholder Shares and any
Over-Allotment Shares being sold, when issued, sold and delivered as
contemplated in the Registration Statement, will be duly authorized and validly
issued and fully paid and nonassessable.

This opinion is limited by and is in accordance with, the January 1,
1992, edition of the Interpretive Standards applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion committee
of the Corporate and Banking Law Section of the State Bar of Georgia.

We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus contained in the Registration Statement.

Very truly yours,

MORRIS, MANNING & MARTIN
a Limited Liability Partnership

By:
---------------------------

<PAGE> 1
EXHIBIT 10.2

NFRONT

EMPLOYMENT AGREEMENT

In consideration of the promises hereinafter contained, nFront, Inc., a
Georgia corporation ("we", "our" and "us") and Brady L. ("Tripp") Rackley III
("you") hereby agree as of this 21st day of April, 1999 to the following:

1. Employment. We hereby employ you and you hereby accept
employment on the terms and conditions set forth in the Employment Agreement
("Agreement"). Your duties and compensation are set forth on Exhibit A attached
hereto. nFront, Inc. shall pay employee's salary at a monthly rate of not less
than his current salary, payable bi-weekly.

2. Term. Your employment shall commence on the date of this
Agreement and continue until terminated in the manner provided in Paragraph 8.

3. Location. The principal location of Employee's employment
shall be set forth in Exhibit A attached hereto or any other location within a
50-mile radius thereof designated by nFront, Inc. although Employee understands
and agrees that he may be required to travel from time to time for business
reasons.

4. Vacation. You shall be entitled to four weeks vacation during
each full calendar year of employment. Unused vacation days do not vest or carry
over to subsequent years. The vacation policy is subject to change. See our
Employee Handbook for additional information.

5. Disability. After six months of employment, we agree to
continue paying your normal compensation for up to 180 days during any period of
twelve consecutive months during which you are unable by reason of illness or
incapacity to fulfill your employment obligations. Our obligation terminates
after having once paid for 180 days of disability, although you may qualify for
long term disability pending adjudication by our disability insurance carrier.
The disability policy is subject to change. See Employee Handbook for
pre-existing conditions.

6. Extent of Services. During the period of employment hereunder
Employee agrees to devote substantially all of Employee's business time,
services and business efforts exclusively to the affairs of and for the benefit
of nFront, Inc. in the capacity set forth in Exhibit A or in such other
executive and managerial capacities within the corporation as may reasonably be
assigned from time to time by the Board of Directors of nFront, Inc. with due
regard to the general overall executive duties performed by the Employee in the
past. You also agree to not engage in any other business activity that conflicts
with our business or which reduces your effectiveness in performing your duties
under this Agreement unless you have obtained prior written consent. In
addition, you agree to be bound by the provisions of our Nondisclosure and
Noncompete Agreement.

7. Research and Development. You acknowledge that your duties may
include participation in, access to, or receipt of information about research
and development of products, equipment, computer programs, mathematical
applications or administrative systems. You acknowledge and agree that it is our
intent to obtain from you the full and complete benefit of your services as an
employee. In furtherance

<PAGE> 2

thereof, and to protect and secure to us our goodwill, know-how, trade secrets
and customer relationships, you hereby irrevocably assign, transfer and grant to
us all of your rights and interest in and to any and all inventions, materials,
developments, know-how, trade secrets, customer relationships, improvements,
discoveries, processes, formulae or methods and other information that is made,
developed, conceived, prepared or discovered by you in the course of performing
services hereunder. Rights assigned by you include but are not limited to all
trademarks, tradenames, copyright, patent and other proprietary rights in and to
such materials. These trademarks, etc., are agreed to be our property and all
right and title and interest therein shall be deemed to be made in the course of
services rendered by you as an employee. You agree to assist us in all respects
in obtaining, maintaining, perfecting and securing any trademark, tradename,
patent, copyright or other protection as we may request and you hereby
irrevocably assign to us all rights and interest in and to such protection. You
agree to execute and deliver such documents as we deem necessary, useful or
appropriate to document and perfect our ownership.

8. Right to Change Duties and title to Transfer Employee. Subject
to Sections 3 and 9(f) hereof, we reserve the right to change the nature and
scope of your duties and your title.

9. Termination.

(a) In the event of death of the employee, nFront, Inc.
shall (i) pay to the Employee's estate, Employee's salary for a period of one
year or the proceeds of a previously acquired life insurance policy in the same
amount, and (ii) pay Cobra premiums for related health insurance benefits to
Employee's surviving family for 12 months. The Employment Agreement will
automatically terminate in the event of employee's death, except for Sections 7
and 9(a) hereof.

(b) Both Employee and nFront, Inc. shall have the right
upon giving one month written notice to terminate, with or without cause,
Employee's employment by nFront, Inc. However, if one party gives notice, the
other may elect to effect the separation immediately. Employee recognizes that
Employee's employment is "at will" and that nFront, Inc. may choose to terminate
Employee's employment at any time without cause or notice.

(c) (i) If Employee has voluntarily terminated
Employee's employment, Employee will receive no severance pay, if nFront, Inc.
elects to effect the separation immediately, as provided for in Section 9(b)
above. Voluntary termination, for purposes of this subsection, shall not include
a termination by Employee due to "Hardship", as defined in Section 9(f). In the
event termination is by Employee due to "Hardship", then Employee shall receive
twelve months' severance pay, at Employee's base salary rate prior to any salary
reduction if applicable.

(ii) If Employee's employment is terminated by
nFront, Inc. other than "For Cause," as defined in Section 9(e), Employee will
receive twelve months' severance pay. If employee is terminated "For Cause",
Employee will receive no severance pay.

(d) (i) Employee's severance pay will be paid at the
same level of compensation as in effect on the date Employee's employment is
terminated, except as discussed in Section 9(c)(i).

(ii) If Employee's employment is terminated by
nFront, Inc. other than "For Cause," in addition to continued receipt by
Employee's salary, during the period employee receives the severance pay,
Employee will also be entitled to the benefits described below or, as to Items A
and B, reimbursement for the cost of any individual policy or benefit if
participation in the nFront, Inc. plan is not permitted.

-2-
<PAGE> 3

A. any executive officer's life
insurance policy, medical, dental, and vision plans that nFront, Inc. provides
to its other executive officers or to its employees generally in accordance with
the provisions of such plans (except that Employee shall be deemed to be an
employee of nFront, Inc., and not to have been terminated, for purposes of such
plans if permitted);

B. continue to enjoy the use of a
company car, if Employee was entitled to use one at the time Employee's
employment was terminated;

C. in lieu of participation in nFront,
Inc.'s tax-qualified pension and profit sharing plans, if any (other than the
401(k) plan), nFront, Inc. shall pay Employee an amount equal to the
contributions that nFront, Inc. would have made on Employee's behalf.

D. In addition to Employee's severance
pay and benefits, nFront, Inc. will pay the reasonable cost of "outplacement"
services, to be provided by a third party, chosen and mutually agreed to by
nFront, Inc. and Employee. The outplacement service provided shall be
experienced in providing such services to executives. Employee will be entitled
to receive such services for a period of six months beginning at separation
date. Employee's rights to receive outplacement services will terminate if
Employee accepts full-time employment.

(e) Termination "For Cause" shall mean a termination of
the Employee's employment by nFront, Inc. due to (a) Employee's knowing and
willful misconduct with respect to the business and affairs of nFront, Inc. or
any subsidiary or affiliate thereof, including a violation by the Employee of
any material written policy of nFront, Inc. relating to the ethical business
conduct or practices or fiduciary duties of a senior executive of nFront, Inc.,
(b) Employee's knowing and willful neglect of duties or knowing failure to act
(where action would reasonably be required and where such failure to act is not
the result of the reasonable and prudent exercise of business judgment by the
Employee) which materially adversely affects business and affairs of nFront,
Inc. or any subsidiary or affiliate thereof, (c) the knowing and willful
material breach by the Employee of any of the provisions of this Agreement,
which breach (if it is, in the reasonable time specified by the Board
remediable) has not been remedied by Employee within a reasonable time specified
by the Board in written notice to Employee, (d) commission by Employee of a
felony or an illegal act involving moral turpitude or fraud or Employee's
dishonesty which might reasonably be expected to have a material adverse effect
on the operations, prospects or reputation of nFront, Inc., or (e) any attempt
to obtain a not insignificant personal profit from any transaction in which
Employee has an interest adverse to nFront, Inc. unless (i) such adverse
interest and the potential profit is disclosed in writing to the Board of
Directors in advance of the transaction, or (ii) the material facts as to such
matters are known to the Board of Directors.

(f) The term "Hardship" shall mean the imposition by the
Company after the probationary period of a requirement that Employee's office be
relocated to a location outside a 50-mile radius of the location set forth in
Exhibit A, the cumulative reduction in Employee's base salary by more than 10%
(excluding, for this purpose, performance bonuses or commissions), or a
substantial decrease in overall job responsibility.

10. Employee's Representation. You warrant that entering into this
Agreement and the performance by you of your obligations hereunder do not and
will not constitute a breach of any agreement between you and any other person,
nor will you violate any other person's proprietary rights in performing
services under this Agreement.

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<PAGE> 4

11. Oral Modification Not Binding. This Agreement may not be
changed or terminated orally and no change, termination or attempted waiver of
the provisions hereof shall be binding unless in writing and signed by the
parties against whom the same is sought to be enforced; provided, however, that
the compensation paid to you hereunder may be changed at any time by us without
in any way affecting any other term or condition of this Agreement which in all
other respect shall remain in full force and effect.

12. Governing Law. This Agreement shall be governed by the laws of
the State of Georgia.

IN WITNESS WHEREOF, this Agreement has been duly executed on the day
and year first above written.

nFront, Inc. EMPLOYEE:

By: /s/ Robert L. Campbell /s/ Brady L. Rackley III
---------------------------------- -------------------------------------
Robert L. Campbell, President Brady L. ("Tripp") Rackley III

5860 Stoneleigh Drive
Suwanee, GA 30024
-------------------------------------
Address

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<PAGE> 5

EXHIBIT A

Duties: Chief Executive Officer

Compensation: $175,000/Annual Salary Plus Bonus

Location: 520 Guthridge Court
Norcross, GA 30092

<PAGE> 6

EXHIBIT B

NON-DISCLOSURE, NON-SOLICITATION AND
NON-COMPETITION AGREEMENT FOR EMPLOYEES

THIS AGREEMENT (the "Agreement"), is entered into as of the last date
indicated below, between nFront, Inc., a Georgia corporation (the
"Corporation"), and BRADY L. ("TRIPP") RACKLEY III ("Employee") under the
following circumstances:

RECITALS:

Employee desires to become and/or remain in the employ of the
Corporation and hereby participate in the compensation and benefits available to
the Employee in that capacity.

Employee recognizes that, as an employee of the Corporation, Employee
may, either alone or jointly with others, have access to and/or develop
sensitive, confidential, and/or proprietary information of the Corporation.

Employee also recognizes that the improper use or release of any such
information could cause the Corporation to lose competitive advantages, market
share, customers, employees, servicing rights, potential business, or otherwise
have a detrimental impact on its continuing operations.

NOW, THEREFORE, in consideration of Employee's employment with the
Corporation, and intending to be bound hereby, the parties agree as follows:

1. RECITALS. The Corporation and Employee acknowledge and agree
that the foregoing recitals are true and are made a part hereof.

2. DEFINITIONS.

(a) The term "Trade Secret Information" as used herein
shall mean all information regarding the Corporation learned by Employee in the
course of his or her employment by the Corporation, whether or not in writing,
including, but not limited to, technical and non-technical data regarding the
Corporation, a list of actual or potential customers and other identifying
information about actual or potential customers, formulae, patterns,
compilations, programs, devices, methods, techniques, drawings, processes,
financial data, financial plans, product plans, procedures, know-how, products,
services, advertising material, inventions, improvements, innovations, employee
identification, pricing policies and similar tangible and intangible items,
which such information is known only to the Corporation and those of its
employees and third parties in whom such information must be confided in order
to apply such information to its intended use and that derives value from not
being generally known to others.

(b) The term "Confidential Information" as used herein
shall mean all information regarding the Corporation learned by Employee in the
course of his or her employment by the Corporation and not generally known to
others that does not fall within the definition of "Trade Secret Information" as
defined in subparagraph (a) above.

(c) The terms "Customer" and "Prospective Customer" mean
any person or entity with whom the Corporation has engaged in business or has
actively solicited for business within one year prior to the date of termination
of Employee's employment and with whom Employee had contact during the one year
prior to the termination of Employee's employment with the Corporation.

(d) The term "Competing Business" shall mean a business
engaged in the development, sale and servicing of computer software and hardware
for the banking industry, which competes with the business of nFront within the
Territory.

(e) The term "Territory" shall have the meaning set forth
in Exhibit "1" attached hereto.

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<PAGE> 7

3. AGREEMENT NOT TO DISCLOSE.

(a) Employee agrees for all time to hold in confidence,
and not to disclose to others, nor use, copy, disseminate or in any manner
publish for any purposes other than in the proper course of performing services
as an employee of the Corporation, any Trade Secret Information.

(b) Employee covenants and agrees that, for so long as
Employee is employed by the Corporation and for a period of one year after the
termination of his or her employment, Employee shall treat as confidential and
shall not, without the prior written consent of the Corporation, disclose to
others, nor use, copy, disseminate or in any manner publish for any purposes
other than in the proper course of performing services as an employee of the
Corporation, any Confidential Information.

4. ACKNOWLEDGMENT OF RIGHTS. Employee acknowledges that all Trade
Secret Information and Confidential Information, whether developed by Employee
alone or jointly with others, or whether developed by others, shall be and
remain the exclusive property of the Corporation. Employee shall assign, and
does hereby assign, to the Corporation, any and all right, title, or interest
Employee and Employee's successors shall or may have in all Trade Secret
Information and Confidential Information, shall not assert any claim or right
thereto, and shall promptly and fully disclose to the Corporation in writing all
Trade Secret Information and Confidential Information in Employee's possession
or under Employee's control. Employee shall execute and deliver to the
Corporation all documents and instruments, and shall perform all other acts,
which shall be reasonably requested by the Corporation to vest and confirm in
the Corporation all right, title, and interest to all Trade Secret Information
and Confidential Information. Employee hereby designates any and all officers of
the Corporation, from time to time, as Employee's attorney-in-fact, and in
Employee's name, place, and stead, to execute such documents. Employee
acknowledges and agrees that this power of attorney is coupled with an interest
and is irrevocable.

5. AGREEMENT NOT TO SOLICIT. Employee agrees that he or she shall
not, except in the proper course of performing services as an employee of the
Corporation, during his or her employment by the Corporation and for a period of
one year after termination thereof:

(a) Solicit or assist any third person or entity to
solicit, the services, as an employee, consultant, independent contractor, or in
any similar capacity, of any person who is an employee of the Corporation during
the last year of Employee's employment ("Other Employee") for a period of one
year following Employee's termination of employment with the Corporation.

(b) Solicit business from a Customer or Prospective
Customer of the Corporation for a Competing Business.

Employee recognizes and understands that the foregoing provisions of
this Section 5 have been specifically tailored to balance the protectable
business interests of Employee and the Corporation and are reasonable in all
respects.

6. AGREEMENT NOT TO COMPETE. Employee agrees that, for so long as
he or she is employed by the Corporation and for a period of one year following
termination thereof, Employee shall not perform the services performed for the
Corporation, namely

- Marketing, Product Direction, Sales Strategy
- Customer Base Knowledge
- Accounting, Financial information
- Futures and Research
- Implementation Strategies, Conversion Techniques, Training
- Internet Development, Internet Strategies, Internet Software,
Internet Design, Internet Engineering.

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<PAGE> 8

for any Competing Business.

7. EMPLOYMENT TERMS. The other terms and conditions of Employee's
employment with the Corporation (e.g., wage rate, fringe benefits, etc.) are
specified elsewhere. This Agreement does not grant Employee employment with the
Corporation for any definite or certain duration.

8. SPECIFIC PERFORMANCE. With respect to the respective covenants
and agreements of Employee set forth in Sections 3, 5 and 6 of this Agreement,
the parties agree that a violation of any of such covenants and agreements by
Employee will cause irreparable injury to the Corporation and that damages
arising out of such breach may be difficult to ascertain. The Corporation and
Employee agree that the Corporation shall be entitled, in addition to any other
rights and remedies it may have, at law or in equity, to apply to a court of
competent jurisdiction for both a temporary and permanent injunction to restrain
Employee from violating, or continuing to violate, such covenants and
agreements, without the necessity of posting a bond or other security.

9. GOVERNING LAW; JURISDICTION. This Agreement is to be governed
by and construed and enforced in accordance with the laws of the State of
Georgia, without giving effect to the principles of conflicts of law thereof.
Each party hereto agrees to submit to the personal jurisdiction and venue of the
state and federal courts in and for Clarke County, Georgia for a resolution of
all disputes arising in connection with the interpretation, construction, and/or
enforcement of this Agreement.

10. SUCCESSORS AND ASSIGNS. Each of the covenants of Employee
contained herein shall also be for the benefit of the successors and assigns of
the Corporation.

11. SEVERABILITY. Each section, subsection, and lesser section of
this Agreement constitutes a separate and distinct undertaking, covenant, or
provision hereof. In the event that any provision of this Agreement shall
finally be determined to be invalid or unenforceable, such provision shall be
deemed limited by construction in scope and effect to the minimum extent
necessary to render the same valid and enforceable, and, if such a limiting
construction is impossible, such unlawful provision shall be deemed severed from
this Agreement, but every other provision of this Agreement shall remain in full
force and effect.

12. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement of the parties with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements, and conditions, express or implied, written or oral, between the
parties with respect thereto. The express terms hereof control and supersede any
inconsistent course of performance.

13. COST OF ENFORCEMENT. In the event the Corporation brings or
defends an action, at law, in equity, or in arbitration, to enforce or preserve
the covenants of Employee contained herein and, if the Corporation prevails in
such action or defense, all the costs of such action, including without
limitation, reasonable attorneys' fees and court costs, shall be recovered by
the Corporation from Employee.

14. AMENDMENT AND WAIVERS. Any term of this Agreement may be
amended, and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only by a writing signed by both parties hereto. The waiver by a party of any
default hereunder shall not be deemed to constitute a waiver of any other
default. The failure of a party to enforce any provision hereof shall not
constitute a waiver of the right of such party thereafter to enforce such
provision.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands.

NFRONT, INC. EMPLOYEE:
Name: Robert L. Campbell Name: Brady L. ("Tripp") Rackley III
Title: President Title: Chief Executive Officer

Signature: /s/ Robert L. Campbell Signature: /s/ Brady L. Rackley III
---------------------- -------------------------
Dated: April 21, 1999 Dated: April 21, 1999
---------------------- ---------------------------

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<PAGE> 9

EXHIBIT "1"

Territory of Restrictions
For Purposes of Section 6

The United States of America

-1-

<PAGE> 1

EXHIBIT 10.18

NFRONT, INC.

DIRECTOR STOCK OPTION PLAN

1. PURPOSES OF THE PLAN. The purposes of this Director Stock Option Plan
are to attract and retain the best available personnel for service as
Outside Directors (as defined herein) of the Company, to provide
additional incentive to the Outside Directors of the Company to serve
as Directors, and to encourage their continued service on the Board.

All options granted hereunder shall be nonstatutory stock options.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "Board" means the Board of Directors of the Company.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(d) "Company" means nFront, Inc., a Georgia corporation.

(e) "Director" means a member of the Board.

(f) "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the
Company. The payment of a Director's fee by the Company shall
not be sufficient in and of itself to constitute "employment"
by the Company.

(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

(h) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

(i) If the Common Stock is listed on any established
stock exchange or a national market system, including
without limitation the Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or system
for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal
or such other source as the Board deems reliable;

(ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are
not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the date
of determination, as reported in The Wall Street
Journal or such other source as the Board deems
reliable, or;

(iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Board.

(i) "Inside Director" means a Director who is an Employee.

<PAGE> 2

(j) "Option" means a stock option granted pursuant to the Plan.

(k) "Optioned Stock" means the Common Stock subject to an Option.

(l) "Optionee" means a Director who holds an option.

(m) "Outside Director" means a Director who is not an Employee.

(n) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

(o) "Plan" means this Director Stock Option Plan.

(p) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.

(q) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned
and sold under the Plan is Two Hundred Thousand (200,000) Shares of
Common Stock (the "Pool"). The Shares may be authorized but unissued,
or reacquired Common Stock.

If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto
shall become available for future grant or sale under the Plan (unless
the Plan has terminated). Shares that have actually been issued under
the Plan shall not be returned to the Plan and shall not become
available for future distribution under the Plan.

4. ADMINISTRATION AND GRANTS OF OPTIONS UNDER THE PLAN.

(a) Procedure for Grants. No person shall have any discretion to
select which Outside Directors shall be granted Options or to
determine the number of Shares to be covered by Options
granted to Outside Directors. Automatic grants hereunder shall
be made in accordance with the following provisions:

(i) Each Outside Director (other than an Outside Director
serving on the Board on the effective date of this
Plan, as determined in accordance with Section 6
hereof) shall be automatically granted an Option to
purchase Two Thousand Five Hundred (2,500) Shares
(the "First Option") on the date on which such person
first becomes an Outside Director, whether through
election by the shareholders of the Company or
appointment by the Board to fill a vacancy; provided,
however, that an Inside Director who ceases to be an
Inside Director but who remains a Director shall not
receive a First Option.

(ii) Each Outside Director shall be automatically granted
an Option to purchase One Thousand (1,000) Shares (a
"Subsequent Option") on (A) the date such person is
elected or reelected, as the case may be, to the
Board by the shareholders at the Company's annual
meeting of shareholders or otherwise, if on such
date, he or she shall have served on the Board for at
least six (6) months or (B) in the case of an Outside
Director serving a multi-year term, the date of each
such annual meeting during his term (other than the

2
<PAGE> 3

meeting at which he or she is elected and the meeting
at which his or her term ends), if on such date he or
she shall have served on the Board for at least six
(6) months.

(iii) Notwithstanding the provisions of subsections (ii)
and (iii) hereof, any exercise of an Option granted
before the Company has obtained shareholder approval
of the Plan in accordance with Section 16 hereof
shall be conditioned upon obtaining such shareholder
approval of the Plan in accordance with Section 16
hereof.

(iv) The terms of an Option granted hereunder shall be as
follows:

(A) the term of the Option shall be ten (10)
years.

(B) the Option shall be exercisable only while
the Outside Director remains a Director of
the Company, except as set forth in Sections
8 and 10 hereof.

(C) the exercise price per Share shall be equal
to the Fair Market Value per Share on the
date of grant of the Option. In the event
that the date of grant of the Option is not
a trading day, the exercise price per Share
shall be the Fair Market Value on the next
trading day immediately following the date
of grant of the Option.

(v) In the event that any Option granted under the Plan
would cause the number of Shares subject to
outstanding Options plus the number of Shares
previously purchased under Options to exceed the
Pool, then the remaining Shares available for Option
grant shall be granted under Options to the Outside
Directors on a pro rata basis. No further grants
shall be made until such time, if any, as additional
Shares become available for grant under the Plan
through action of the Board or the shareholders to
increase the number of Shares which may be issued
under the Plan or through cancellation or expiration
of Options previously granted hereunder.

5. ELIGIBILITY. Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set
forth in Section 4 hereof.

The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which the
Director or the Company may have to terminate the Director's
relationship with the Company at any time.

6. TERM OF PLAN. The Plan shall become effective upon the earlier to occur
of its adoption by the Board or its approval by the shareholders of the
Company as described in Section 16 of the Plan. It shall continue in
effect for a term of ten (10) years unless sooner terminated under
Section 11 of the Plan.

7. FORM OF CONSIDERATION. The consideration to be paid for the Shares to
be issued upon exercise of an Option, including the method of payment,
shall consist of (i) cash, (ii) check, (iii) other shares which (x) in
the case of Shares acquired upon exercise of an option, have been owned
by the Optionee for more than six (6) months on the date of surrender,
and (y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised, (iv) delivery of a properly executed exercise notice
together with such other documentation as the Company and the broker,
if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay
the exercise price, or (v) any combination of the foregoing methods of
payment.

<PAGE> 4

8. EXERCISE OF OPTION.

(a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times as are
set forth in Section 4 hereof; provided, however, that no
Options shall be exercisable until shareholder approval of the
Plan in accordance with Section 16 hereof has been obtained.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance
with the terms of the Option by the person entitled to
exercise the Option and full payment for the Shares with
respect to which the Option is exercised has been received by
the Company. Full payment may consist of any consideration and
method of payment allowable under Section 7 of the Plan. Until
the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of
the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. A share
certificate for the number of Shares so acquired shall be
issued to the Optionee as soon as practicable after exercise
of the Option. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 10
of the Plan.

Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available,
both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.

(b) Termination of Continuous Status as a Director. Subject to
Section 10 hereof, in the event an Optionee's status as a
Director terminates (other than upon the Optionee's death or
total and permanent disability (as defined in Section 22(e)(3)
of the Code)), the Optionee may exercise his or her Option,
but only within three (3) months following the date of such
termination, and only to the extent that the Optionee was
entitled to exercise it on the date of such termination (but
in no event later than the expiration of its ten (10) year
term). To the extent that the Optionee was not entitled to
exercise an Option on the date of such termination, and to the
extent that the Optionee does not exercise such Option (to the
extent otherwise so entitled) within the time specified
herein, the Option shall terminate.

(c) Disability of Optionee. In the event Optionee's status as a
Director terminates as a result of total and permanent
disability (as defined in Section 22(e)(3) of the Code), the
Optionee may exercise his or her Option, but only within
twelve (12) months following the date of such termination, and
only to the extent that the Optionee was entitled to exercise
it on the date of such termination (but in no event later than
the expiration of its ten (10) year term). To the extent that
the Optionee was not entitled to exercise an Option on the
date of termination, or if he or she does not exercise such
Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate.

(d) Death of Optionee. In the event of an Optionee's death, the
Optionee's estate or a person who acquired the right to
exercise the Option by bequest or inheritance may exercise the
Option, but only within twelve (12) months following the date
of death, and only to the extent that the Optionee was
entitled to exercise it on the date of death (but in no event
later than the expiration of its ten (10) year term). To the
extent that the Optionee was not entitled to exercise

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<PAGE> 5

an Option on the date of death, and to the extent that the
Optionee's estate or a person who acquired the right to
exercise such Option does not exercise such Option (to the
extent otherwise so entitled) within the time specified
herein, the Option shall terminate.

9. NON-TRANSFERABILITY OF OPTIONS. The Option may not, without the prior
written consent of the non-interested members of the Board, be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and
may be exercised, during the lifetime of the Optionee, only by the
Optionee (or its assignee permitted under the preceding clause).

10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE.

(a) Changes in Capitalization. Subject to any required action by
the shareholders of the Company, the number of Shares covered
by each Outstanding Option, the number of Shares which have
been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well
as the exercise price per Share covered by each such
outstanding Option, and the number of Shares issuable pursuant
to the automatic grant provisions of Section 4 hereof shall be
proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification
of the Common Stock. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of Shares subject to
an Option.

(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that
an Option has not been previously exercised, it shall
terminate immediately prior to the consummation of such
proposed action.

(c) Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation or the sale of substantially
all of the assets of the Company, outstanding Options may be
assumed or equivalent options may be substituted by the
successor corporation or a Parent or Subsidiary thereof (the
"Successor Corporation"). If an Option is assumed or
substituted for, the Option or equivalent option shall
continue to be exercisable as provided in Section 4 hereof for
so long as the Optionee serves as a Director or a director of
the Successor Corporation.

If the Successor Corporation does not assume an outstanding
Option or substitute for it-an equivalent option, then the
Board shall notify the Optionee that the Option shall be fully
exercisable for a period of thirty (30) days from the date of
such notice, and upon the expiration of such period the Option
shall terminate.

For the purposes of this Section 10(c), an Option shall be
considered assumed if, following the merger or sale of assets,
the Option confers the right to purchase or receive, for each
Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common
Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares). If such
consideration received in the merger or sale of assets is not
solely common stock of the successor corporation or its

5
<PAGE> 6

Parent, the Board may, with the consent of the successor
corporation, provide for the consideration to be received upon
the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value
to the per share consideration received by holders of Common
Stock in the merger or sale of assets.

11. AMENDMENT AND TERMINATION OF THE PLAN.

(a) Amendment and Termination. The Board may at any time amend,
alter, suspend, or discontinue the Plan, but no amendment,
alteration, suspension, or discontinuation shall be made which
would impair the rights of any Optionee under any grant
theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with any
applicable law, regulation or stock exchange rule, the Company
shall obtain shareholder approval of any Plan amendment in
such a manner and to such a degree as required.

(b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already
granted and such Options shall remain in full force and effect
as if this Plan had not been amended or terminated.

12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes, be the date determined in accordance with Section 4 hereof.

13. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, state securities laws, and the
requirements of any stock exchange upon which the Shares may then be
listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such
Shares, if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant
provisions of law.

Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares hereunder
shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall
not have been obtained.

14. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall
be sufficient to satisfy the requirements of the Plan.

15. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

16. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the shareholders of the Company at or prior to the first
annual meeting of shareholders held subsequent to the granting of

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<PAGE> 7

an Option hereunder. Such shareholder approval shall be obtained in the
degree and manner required under applicable state and federal law and
any stock exchange rules.

17. GOVERNING LAW. This Plan shall be construed under the laws of the State
of Georgia.

<PAGE> 1

EXHIBIT 10.19

EXODUS COMMUNICATIONS, INC.

INTERNET DATA CENTER SERVICES AGREEMENT

THIS INTERNET DATA CENTER SERVICES AGREEMENT (the "Agreement") is made effective
as of the Submission Date (March 31, 1999) indicated in the initial Internet
Data Center Services Order Form accepted by Exodus, by and between Exodus
Communications, Inc. ("Exodus") and the customer identified below ("Customer").

PARTIES:

CUSTOMER NAME: nFRONT

ADDRESS: 520 Guthridge Ct., Suite 100
Norcross, GA 30092

PHONE: (770) 209-4460

FAX: (770) 209-9093

EXODUS COMMUNICATIONS, INC.
2831 Mission College Blvd.
Santa Clara, CA 95055-1838
Phone: (408) 346-2200
Fax: (408) 346-2420

1. INTERNET DATA CENTER SERVICES.

Subject to the terms and conditions of this Agreement, during the term of
this Agreement, Exodus will provide to Customer the services described in the
Internet Data Center Services Order Form(s) ("IDC Services Order Form(s)")
accepted by Exodus, or substantially similar services if such substantially
similar services would provide Customer with substantially similar benefits
("Internet Data Center Services"). All IDC Services Order Forms accepted by
Exodus are incorporated herein by this reference, each as of the Submission Date
indicated in such form.

2. FEES AND BILLING.

2.1 Fees. Customer will pay all fees due according to the IDC Services Order
Form(s).

2.2 Billing Commencement. Billing for Internet Data Center Services, other
than Setup Fees, indicated in the initial IDC Services Order Form shall commence
on the earlier to occur of (i) the "Installation Date" indicated in the initial
IDC Services Order Form, regardless of whether the Customer has commenced use of
the Internet Data Center Services. Unless Customer is unable to install the
Customer Equipment and/or use the Internet Data Center Services by the
Installation Date due to the fault of Exodus, then billing will not begin until
the date Exodus has remedied such fault and (ii) the date the "Customer
Equipment" (Customer's computer hardware and other tangible equipment, as
identified in the Customer Equipment List which is incorporated herein by this
reference) is placed by Customer in the "Customer Area" (the portion(s) of the
Internet Data Centers, as defined in Section 3.1 below, made available to
Customer hereunder for the placement of Customer Equipment) and is operational.
All Setup Fees will be billed upon receipt of a Customer signed IDC Services
Order Form. In the event that Customer orders additional Internet Data Center
Services, billing for such services shall commence on the date Exodus first
provides such additional Internet Data Center Services to Customer or as
otherwise agreed to by Customer and Exodus.

2.3 Billing and Payment Terms. Customer will be billed monthly in advance of
the provision of Internet Data Center Services, and payment of such fees will be
due within thirty (30) days of the date of each Exodus invoice.

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All payments will be made in U.S. dollars. Late payments hereunder will accrue
interest at a rate of one and one-half percent (1 1/2%) per month, or the
highest rate allowed by applicable law, whichever is lower. If Customer is
delinquent in its payments to Exodus, then upon written notice to Customer,
Exodus may modify the payment terms to require full payment before the provision
of Internet Data Center Services or other assurances to secure Customer's
payment obligations hereunder.

2.4 Taxes. All payments required by this Agreement are exclusive of all
national, state, municipal or other governmental excise, sales, value-added,
use, personal property, and occupational taxes, excises, withholding taxes and
obligations and other levies now in force or enacted in the future, all of which
Customer will be responsible for and will pay in full, except for taxes based on
Exodus' net income.

3. CUSTOMER'S OBLIGATIONS.

3.1 Compliance with Law and Rules and Regulations. Customer agrees that
Customer will comply at all times with all applicable laws and regulations and
Exodus' general rules and regulations relating to its provision of Internet Data
Center Services, as updated by Exodus from time to time ("Rules and
Regulations"). Customer acknowledges that Exodus exercises no control whatsoever
over the content of the information passing through its sites containing the
Customer Area and equipment and facilities used by Exodus to provide Internet
Data Center Services ("Internet Data Centers"), and that it is the sole
responsibility of Customer to ensure that the information it transmits and
receives complies with all applicable laws and regulations.

3.2 Customer's Costs. Customer agrees that it will be solely responsible,
and at Exodus's request will reimburse Exodus, for all costs and expenses (other
than those included as part of the Internet Data Center Services and except as
otherwise expressly provided herein) it incurs in connection with this Agreement
provided that such costs and expenses are approved by Customer.

3.3 Access and Security. Customer will be fully responsible for any charges,
costs, expenses (other than those included in the Internet Data Center Services
or to be provided by Exodus as set forth in this Agreement), that may result
from its use of, or access to, the Internet Data Centers and/or the customer
Area including but not limited to any unauthorized use of any access devices
provided by Exodus hereunder. Except with the advanced written consent of
Exodus. Customer's access to the Internet Data Centers will be limited solely to
the individuals identified and authorized by Customer to have access to the
Internet Data Centers and the Customer Area in accordance with this Agreement,
as identified in the Customer Registration Form, as amended from time to time,
which is hereby incorporated by this reference ("Representatives").

3.4 No Competitive Services. Customer may not at any time permit any
Internet Data Center Services to be utilized for the provision of any services
that compete with any Exodus services, with Exodus' prior written consent.

3.5 Insurance.

(a) Minimum Levels. Customer will keep in full force and effect during the
term of this Agreement: (i) comprehensive general liability insurance in an
amount not less than $1 million per occurrence for bodily injury and property
damage; (ii) employer's liability insurance in an amount not less than $1
million per occurrence; and (iii) workers' compensation insurance in an amount
not less than that required by applicable law. Customer also agrees that it
will, and will be solely responsible for ensuring that its agents (including
contractors and subcontractors) maintain, other insurance at levels no less than
those required by applicable law and customary in Customer's and its agents'
industries.

(b) Certificates of Insurance. Prior to installation of any Customer
Equipment in the Customer Area, Customer will furnish Exodus with certificates
of insurance which evidence the minimum levels of insurance set forth above.

4. CONFIDENTIAL INFORMATION.

4.1 Confidential Information. Each party acknowledges that it will have
access to certain confidential information of the other party concerning the
other party's business, plans, customers, technology, and products, including
the terms and conditions of this Agreement ("Confidential Information").
Confidential Information will

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include, but not be limited to, each party's proprietary software and customer
information. Each party agrees that it will not use in any way, for its own
account or the account of any third party, except as expressly permitted by this
Agreement, nor disclose to any third party (except as required by law or to that
party's attorneys, accountants and other advisors as reasonably necessary), any
of the other party's Confidential Information and will take reasonable
precautions to protect the confidentiality of such information.

4.2 Exceptions. Information will not be deemed Confidential Information
hereunder if such information: (i) is know to the receiving party prior to
receipt from the disclosing party directly or indirectly from a source other
than one having an obligation of confidentiality to the disclosing party; (ii)
becomes known (independently of disclosure by the disclosing party) to the
receiving party directly or indirectly from a source other than one having an
obligation of confidentiality to the disclosing party; (iii) becomes publicly
known or otherwise ceases to be secret or confidential, except through a breach
of this Agreement by the receiving party; or (iv) is independently developed by
the receiving party.

5. REPRESENTATIONS AND WARRANTIES.

5.1 Warranties by Customer.

(a) Customer Equipment. Customer represents and warrants that it owns or has
the legal right and authority, and will continue to own or maintain the legal
right and authority during the term of this Agreement, to place and use the
Customer Equipment as contemplated by this Agreement. Customer further
represents and warrants that its placement, arrangement, and use of the Customer
Equipment in the Internet Data Centers complies with the Customer Equipment
Manufacturer's environmental and other specifications.

(b) Customer's Business. Customer represents and warrants that Customer's
services, products, materials, data, information and Customer Equipment used by
Customer in connection with this Agreement as well as Customer's and its
permitted customers' and users' use of the Internet Data Center Services
(collectively, "Customer's Business") does not as of the Installation Date, and
will not during the term of this Agreement operate in any manner that would
violate any applicable law or regulation.

(c) Rules and Regulations. Customer has read the Rules and Regulations
provided to it and represents and warrants that Customer and Customer's Business
are currently in full compliance with the Rules and Regulations, and will remain
so at all times during the term of this Agreement.

(d) Breach of Warranties. In the event of any breach, or reasonably
anticipated breach, of any of the foregoing warranties, in addition to any other
remedies available at law or in equity, Exodus will have the right immediately,
in Exodus' sole discretion, to suspend any related Internet Data Center Services
if deemed reasonably necessary by Exodus to prevent any harm to Exodus and its
business.

5.2 Warranties and Disclaimers by Exodus.

(a) Service Level Warranty. In the event Customer experiences any of the
following and Exodus determines in its reasonable judgment that such inability
was caused by Exodus' failure to provide Internet Data Center Services for
reasons within Exodus' reasonable control and not as a result of any actions or
inactions of Customer or any third parties (including Customer Equipment and
third party equipment), Exodus will, upon Customer's request in accordance with
paragraph (iii) below, credit Customer's account as described below:

(i) Inability to Access the Internet (Downtime). If Customer is unable to
transmit and receive information from Exodus' Internet Data Centers (i.e.,
Exodus' LAN and WAN) to other portions of the Internet because Exodus failed to
provide the Internet Data Center Services for more than fifteen (15) consecutive
minutes, Exodus will credit Customer's account the pro-rata connectivity charges
(i.e., all bandwidth related charges) for one (1) day of service, up to an
aggregate maximum credit of connectivity charges for seven (7) days of service
in any one (1) calendar month. Exodus' scheduled maintenance of the Internet
Data Centers and Internet Data Center Services, as described in the Rules and
Regulations, shall not be deemed to be a failure of Exodus to provide Internet
Data Center Services. For purposes of the foregoing, "unable to transmit and
receive" shall mean sustained packet loss in excess of 50% based on Exodus'
measurements.

(ii) Packet Loss and Latency. Exodus does not proactively monitor the packet
loss or transmission latency of specific customers. Exodus does, however,
proactively monitor the aggregate packet loss and transmission latency

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within its LAN and WAN. In the event that Exodus discovers (either from its own
efforts or after being notified by Customer) that Customer is experiencing
packet loss in excess of one percent (1%) ("Excess Packet Loss") or transmission
latency in excess of 120 milliseconds round trip time (based on Exodus'
measurements) between any two Internet Data Centers within Exodus' U.S. network
(collectively, "Excess Latency", and with Excess Packet Loss "Excess Packet
Loss/Latency"), and Customer notifies Exodus (or confirms that Exodus has
notified Customer), Exodus will take all actions necessary to determine the
source of the Excess Packet Loss/Latency.

(A) Time to Discover Source of Excess Packet Loss/Latency; Notification of
Customer. Within two (2) hours of discovering the existence of Excess Packet
Loss/Latency, Exodus will determine whether the source of the Excess Packet
Loss/Latency is limited to the Customer Equipment and the Exodus equipment
connecting the Customer Equipment to Exodus' LAN ("Customer Specific Packet
Loss/Latency"). If the Excess Packet Loss/Latency is not a Customer Specific
Packet Loss/Latency, Exodus will determine the source of the Excess Packet
Loss/Latency within two (2) hours after determining that it is not a Customer
Specific Packet Loss/Latency. In any event, Exodus will notify Customer of the
source of the Excess Packet Loss/Latency within sixty (60) minutes after
identifying the source.

(B) Remedy of Excess Packet Loss/Latency. If the Excess Packet Loss/Latency
remedy is within the sole control of Exodus, Exodus will remedy the Excess
Packet Loss/Latency within two (2) hours of determining the source of the Excess
Packet Loss/Latency. If the Excess Packet Loss/Latency is caused from outside of
the Exodus LAN or WAN, Exodus will notify Customer and will use commercially
reasonable efforts to notify the party(ies) responsible for the source and
cooperate with it (them) to resolve the problem as soon as possible.

(C) Failure to Determine Source and/or Resolve Problem. In the event that
Exodus is unable to determine the source of and remedy the Excess Packet
Loss/Latency within the time periods described above (where Exodus was solely in
control of the source), Exodus will credit Customer's account the pro-rata
connectivity charges for one (1) day of service for every two (2) hours after
the time periods described above that is takes Exodus to resolve the problem, up
to an aggregate maximum credit of connectivity charges for seven (7) days of
service in any one (1) month.

(iii) Customer Must Request Credit. To receive any of the credits described
in this section 5.2(a), Customer must notify Exodus within seven (7) days from
the time Customer becomes eligible to receive a credit. Failure to comply with
this requirement will forfeit Customer's right to receive a credit.

(iv) Remedies Shall Not Be Cumulative; Maximum Credit. In the event that
Customer is entitled to multiple credits hereunder arising from the same event,
such credits shall not be cumulative and Customer shall be entitled to receive
only the maximum single credit available for such event. In no event will Exodus
be required to credit Customer in any one (1) calendar month connectivity
charges in excess of seven (7) days of service. A credit shall be applied only
to the month in which there was the incident that resulted in the credit.
Customer shall not be eligible to receive any credits for periods in which
Customer received any Internet Data Center Services free of charge.

(v) Termination Option for Chronic Problems. If, in any single calendar
month, Customer would be able to receive credits totaling fifteen (15) or more
days (but for the situation in paragraph (iv) above) resulting from three (3) or
more events during such calendar month or, if any single event entitling
customer to credits under paragraph 5.2(a)(i) exists for a period of eight (8)
consecutive hours, then, Customer may terminate this Agreement for cause and
without penalty by notifying Exodus within five (5) days following the end of
such calendar month. Such termination will be effective thirty (30) days after
receipt of such notice by Exodus.

THIS WARRANTY DOES NOT APPLY TO ANY INTERNET DATA CENTER SERVICES THAT EXPRESSLY
EXCLUDE THIS WARRANTY (AS DESCRIBED IN THE SPECIFICATION SHEETS FOR SUCH
PRODUCTS). THIS SECTION 5.2(a) STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR
ANY FAILURE BY EXODUS TO PROVIDE INTERNET DATA CENTER SERVICES [P0LICIES?].

(b) Year 2000 Performance Compliance. Exodus represents and warrants that
all IDC Services will (1) correctly handle date information before, during and
after January 1, 2000, accepting date input, providing date output and
performing calculation on dates or portions of dates; (2) function accurately
and without interruption before, during and after January 1, 2000 without
changes in operation associated with the advent of the new century assuming
correct configuration; (3) respond to two digit date input in a way that
resolves the ambiguity as to

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century in a disclosed, defined and pre-determined manner; (4) store and provide
output of date information in ways that are unambiguous as to century; and (5)
manage the leap occurring in the year 2000, following the quad-centennial rule.
In the event of any breach of the warranties under this Section 5.2(b),
Customer's sole remedy shall be its ability to terminate this Agreement.

(c) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTY SET OUT IN SUBSECTION
(a) ABOVE, THE INTERNET DATA CENTER SERVICES ARE PROVIDED ON AN "AS-IS" BASIS,
AND CUSTOMER'S USE OF THE INTERNET DATA CENTER SERVICES IS AT ITS OWN RISK.
EXODUS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE,
AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
EXODUS DOES NOT WARRANT THAT THE INTERNET DATA CENTER SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

(d) Disclaimer of Actions Caused by and/or Under the Control of Third
Parties. EXODUS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM EXODUS'
INTERNET DATA CENTERS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN
LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY
THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN
PRODUCE SITUATIONS IN WHICH EXODUS' CUSTOMERS' CONNECTIONS TO THE INTERNET (OR
PORTIONS THEREOF) MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH EXODUS WILL USE
COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY
AND AVOID SUCH EVENTS, EXODUS CANNOT GUARANTEE THAT THEY WILL NOT OCCUR.
ACCORDINGLY, EXODUS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO
SUCH EVENTS.

6. LIMITATIONS OF LIABILITY.

6.1. Personal Injury. EACH REPRESENTATIVE AND ANY OTHER PERSONS VISITING
THE INTERNET DATA CENTERS DOES SO AT ITS OWN RISK AND EXODUS ASSUMES NO
LIABILITY WHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE OTHER
THAN EXODUS' NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO
SUCH PERSONS DURING SUCH A VISIT.

6.2 Damages to Customer Equipment or Business. EXODUS ASSUMES NO LIABILITY
FOR ANY DAMAGE TO, OR LOSS RELATING TO, CUSTOMER'S BUSINESS RESULTING FROM ANY
CAUSE WHATSOEVER. EXODUS ASSUMES NO LIABILITY FOR ANY DAMAGE TO, OR LOSS OF, ANY
CUSTOMER EQUIPMENT RESULTING FROM ANY CAUSE OTHER THAN EXODUS' NEGLIGENCE OR
WILLFUL MISCONDUCT. TO THE EXTENT EXODUS IS LIABLE FOR ANY DAMAGE TO, OR LOSS
OF, THE CUSTOMER EQUIPMENT FOR ANY REASON SUCH LIABILITY WILL BE LIMITED SOLELY
TO THE THEN-CURRENT REPLACEMENT VALUE OF THE CUSTOMER EQUIPMENT.

6.3 Exclusions. EXCEPT AS SPECIFIED IN SECTIONS 6.1 AND 6.2, IN NO EVENT
WILL EXODUS BE LIABLE TO CUSTOMER, ANY REPRESENTATIVE, OR ANY THIRD PARTY FOR
ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT. CUSTOMER EQUIPMENT,
CUSTOMER'S BUSINESS OR OTHERWISE, AND ANY LOST REVENUE, LOST PROFITS,
REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE
OF SERVICE OR OF ANY CUSTOMER EQUIPMENT OR CUSTOMER'S BUSINESS, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE.

6.4 Basis of the Bargain; Failure of Essential Purpose. Customer
acknowledges that Exodus has set its prices and entered into this Agreement in
reliance upon the limitations of liability and the disclaimers of warranties and
damages set forth herein, and the same form an essential basis of the bargain
between the parties. The parties agree that the limitations and exclusions of
liability and disclaimers specified in this Agreement will survive and apply
even if found to have failed of their essential purpose.

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6.5 IN NO EVENT WILL CUSTOMER BE LIABLE TO EXODUS, ANY REPRESENTATIVE OR
THIRD PARTY FOR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF
TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL
DAMAGES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR ANY THIRD
PARTY EQUIPMENT OR MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, EITHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE.

7. INDEMNIFICATION.

7.1 Exodus' Indemnification of Customer. Exodus will indemnify, defend and
hold Customer harmless from and against any and all costs, liabilities, losses
and expenses (including, but not limited to, reasonable attorneys'
fees)(collectively, "Losses") resulting from any claim, suit, action, or
proceeding (each, an "Action") brought against Customer alleging (i) the
infringement of any copyright or patent resulting from the provision of Internet
Data Center Services pursuant to this Agreement (but excluding any infringement
contributorily caused by Customer's Business or Customer Equipment), (ii)
personal injury to Customer or its Representative from Exodus's negligence or
willful misconduct.

7.2 Customer's Indemnification of Exodus. Customer will indemnify, defend
and hold Exodus, its affiliates and customers harmless from and against any and
all Losses resulting from or arising out of any Action brought by or against
Exodus, its affiliates or customers alleging: (a) with respect to the Customer's
Business; (i) infringement or misappropriation of any intellectual property
rights; (ii) defamation, libel, slander, obscenity, pornography, or violation
the rights of privacy or publicity; or (iii) spamming, or any other offensive,
harassing or illegal conduct or violation of the Rules and Regulations; (b) any
damage or destruction to the Customer Area, the Internet Data Centers or the
equipment of Exodus or any other customer by Customer or Representative(s) or
Customer's designees; or (c) any other damage arising from the Customer
Equipment or Customer's Business.

7.3 Notice. Each party will provide the other party prompt written notice
upon the existence of any such event of which it becomes aware, and an
opportunity to participate in the defense thereof.

8. TERM AND TERMINATION.

8.1 Term. This Agreement will be effective for a period of one (1) year from
the Installation Date, unless earlier terminated according to the provisions of
this Section 8. The Agreement will automatically renew for additional terms of
one (1) year each.

8.2 Termination.

(a) For Convenience.

(i) By Customer During First Thirty Days. Customer may terminate this
Agreement for convenience by providing written notice to Exodus at any time
during the thirty (30) day period beginning on the Installation Date.

(ii)By Either Party. Either party may terminate this Agreement for
convenience at any time effective after the first (1st) anniversary of the
Installation Date by providing ninety (90) days' prior written notice to the
other party at any time thereafter.

(b) For Cause. Either party will have the right to terminate this Agreement
if: (i) the other party breaches any material term or condition of this
Agreement and fails to cure such breach within thirty (30) days after receipt of
written notice of the same, except in the case of failure to pay fees, which
must be cured within five (5) days after receipt of written notice from Exodus;
(ii) the other party becomes the subject of a voluntary petition in bankruptcy
or any voluntary proceeding relating to insolvency, receivership, liquidation,
or composition for the benefit of creditors; or (iii) the other party comes the
subject of an involuntary petition in bankruptcy or any involuntary proceeding
relating to insolvency, receivership, liquidation, or composition for the
benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing.

8.3 No Liability for Termination. Neither party will be liable to the other
for any termination or expiration of this Agreement in accordance with its
terms.

8.4 Effect on Termination. Upon the effective date of expiration or
termination of this Agreement: (a) Exodus will immediately cease providing the
Internet Data Center Services; (b) any and all payment obligations of

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Customer under this Agreement will become due immediately; (c) within thirty
(30) days after such expiration or termination, each party will return all
Confidential Information of the other party in its possession at the time of
expiration or termination and will not make or retain any copies of such
Confidential Information except as required to comply with any applicable legal
or accounting record keeping requirement; and (d) Customer will remove from the
Internet Data centers all Customer Equipment and any of its other property
within the Internet Data Centers within seven (7) days of such expiration or
termination and return the Customer Area to Exodus in the same condition as it
was on the Installation Date, normal wear and tear excepted. If Customer does
not remove such property within such five-day period, Exodus will have the
option to (i) move any and all such property to secure storage and charge
Customer for the cost of such removal and storage, and/or (ii) liquidate the
property in any reasonable manner.

8.5 Survival. The following provisions will survive any expiration or
termination of the Agreement: Sections 2, 3, 4, 5, 6, 7, 8 and 9.

9. MISCELLANEOUS PROVISIONS.

9.1 Force Majeure. Except for the obligation to pay money, neither party
will be liable for any failure or delay in its performance under this Agreement
due to any cause beyond its reasonable control, including act of war, acts of
God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute,
governmental act or failure of the Internet, provided that the delayed party:
(a) gives the other party prompt notice of such cause; and (b) uses its
reasonable commercial efforts to correct promptly such failure or delay in
performance.

9.2 No Lease. This Agreement is a services agreement and is not intended to
and will not constitute a lease of any real or personal property. Customer
acknowledges and agrees that (i) it has been granted only a license to occupy
the Customer Space and use the Internet Data Centers and any equipment provided
by Exodus in accordance with this Agreement; (ii) Customer has not been granted
any real property interest in the Customer Space or Internet Data Centers; and
(iii) Customer has no rights as a tenant or otherwise under any real property or
landlord/tenant laws, regulations or ordinances. For good cause, including the
exercise of any rights under Section 8.5 above, Exodus may suspend the right of
any Representative or other person to visit the Internet Data Centers.

9.3 Marketing. Customer agrees that with Customer's approval Exodus may
refer to Customer by trade name and trademark, and may briefly describe
Customer's Business, in Exodus' marketing materials and web site. Customer
hereby grants Exodus a license to use any Customer trade names and trademarks
solely in connection with the rights granted to Exodus pursuant to this Section
9.3.

9.4 Government Regulations. Customer will not export, re-export, transfer or
make available, whether directly or indirectly, any regulated item or
information to anyone outside the U.S. in connection with this Agreement without
first complying with all export control laws and regulations which may be
imposed by the U.S. Government and any country or organization of nations within
whose jurisdiction Customer operates or does business.

9.5 Non-Solicitation. During the period beginning on the Installation Date
and ending on the first anniversary of the termination or expiration of this
Agreement in accordance with its terms, each party agrees that it will not, and
will ensure that its affiliates do not directly or indirectly, solicit or
attempt to solicit for employment any persons employed by the other party during
such period.

9.6 Governing Law: Dispute Resolution; Severability; Waiver. This Agreement
is made under and will be governed by and construed in accordance with the laws
of the State of California (except that body of law controlling conflicts of
law) and specifically excluding from application of this Agreement that law
known as the United Nations Convention on the International Sale of Goods. Any
dispute relating to the terms, interpretation or performance of this Agreement
(other than claims for preliminary injunctive relief or other pre-judgment
remedies) will be resolved at the request of either party through binding
arbitration. Arbitration will be conducted in Santa Clara County, California,
under the rules and procedures of the Judicial Arbitration and Mediation Society
("JAMS"). The parties will request the JAMS appoint a single arbitrator
possessing knowledge of online services agreements; however, the arbitration
will proceed even if such a person is unavailable. In the event any provision of
this Agreement is held by a tribunal of competent jurisdiction to be contrary to
the law, the remaining provisions of this Agreement will remain in full force
and effect. The waiver of any breach or default of this Agreement will not

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constitute a waiver of any subsequent breach or default, and will not act to
amend or negate the rights of the waiving party.

9.7 Assignment; Notices. Customer may not assign its rights or delegate its
duties under this Agreement either in whole or in part without the prior written
consent of Exodus, except that Customer may assign this Agreement in whole as
part of a corporate reorganization, consolidation, merger, or sale of
substantially all of its assets. Any attempted assignment or delegation without
such consent will be void. Exodus may assign this Agreement in whole or part in
connection with a grant of security interest to lenders participating in a
senior secured credit facility syndicated by Goldman, Sachs and Co. This
Agreement will bind and inure to the benefit of each party's successors and
permitted assigns. Any notice or communication required or permitted to be given
hereunder may be delivered by hand, deposited with an overnight courier, sent by
confirmed facsimile, or mailed by registered or certified mail, return receipt
requested, postage prepaid, in each case to the address of the receiving party
indicated on the signature page hereof, or at such other address as may
hereafter be furnished in writing by either party hereto to the other. Such
notice will be deemed to have been given as of the date it is delivered, mailed
or sent, whichever is earlier.

9.8 Relationship of Parties. Exodus and Customer are independent contractors
and this Agreement will not establish any relationship of partnership, joint
venture, employment, franchise or agency between Exodus and Customer. Neither
Exodus nor Customer will have the power to bind the other or incur obligations
on the other's behalf without the other's prior written consent, except as
otherwise expressly provided herein.

9.9 Entire Agreement; Counterparts. This Agreement, including all documents
incorporated herein by reference, constitutes the complete and exclusive
agreement between the parties with respect to the subject matter hereof, and
supersedes and replaces any and all prior or contemporaneous discussions,
negotiations, understandings and agreements, written and oral, regarding such
subject matter. This Agreement may be executed in two or more counterparts, each
of which will be deemed an original, but all of which together shall constitute
one and the same instrument.

Customer's and Exodus' authorized representatives have read the foregoing
and all documents incorporated therein and agree and accept such terms effective
as of the date first above written.

CUSTOMER EXODUS COMMUNICATIONS, INC.

Signature: /s/ Jeffrey W. Hodges Signature: /s/ Exodus Communications, Inc.
---------------------- -------------------------------

Print Name: Jeffrey W. Hodges Print Name:
--------------------- ------------------------------

Title: CFO Title:
-------------------------- -----------------------------------

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EXHIBIT 10.20

DEBENTURE PURCHASE AGREEMENT
BETWEEN
NFRONT, INC.
AND
NORO-MOSELEY PARTNERS IV, L.P.

DATED APRIL 22, 1999

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DEBENTURE PURCHASE AGREEMENT

THIS DEBENTURE PURCHASE AGREEMENT (the "Agreement"), dated as of the
22nd day of April, 1999, is made and entered into on the terms and conditions
hereinafter set forth, by and among NFRONT, INC., a Georgia corporation
("Borrower") and NORO-MOSELEY PARTNERS IV, L.P., a Georgia limited partnership
(the "Lender").

RECITALS:

WHEREAS, Borrower has requested that Lender make available to Borrower
a loan in the aggregate principal amount of up to $5,000,000 (the "Loan") on
the terms and conditions hereinafter set forth, and for the purposes
hereinafter set forth; and

WHEREAS, in order to induce Lender to make the Loan available to
Borrower, Borrower has made certain representations to Lender and has agreed to
issue to Lender a warrant to purchase shares of Borrower's common stock; and

WHEREAS, Lender, in reliance upon the representations and inducements
of Borrower, has agreed to make the Loan if and when requested by Borrower upon
the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the agreement of Lender to make
the Loan, the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower and Lender hereby agree as follows:

ARTICLE I

DEBENTURES AND WARRANT

1.01 Authorization of Debentures and Warrant. Borrower has
authorized the issue and sale of (a) its Senior Subordinated Debentures dated
of even date herewith, in the aggregate principal amount of up to $5,000,000
(the "Debentures"), which shall be in substantially the form attached hereto as
Exhibit A, and (b) a Stock Purchase Warrant (the "Warrant"), which shall be in
substantially the form attached hereto as Exhibit B. The parties agree that
upon the issuance of the Warrant they will, in good faith, determine the
aggregate fair market value of the Warrant for purposes of IRC Treasury
Regulations Section 1.1273-2(h). Borrower and Lender agree to use the fair
market value as so determined for U.S. federal tax purposes with respect to the
transactions contemplated by this Agreement (unless otherwise required by final
determination by the Internal Revenue Service or a court of competent
jurisdiction); provided, however, that the fair market value of the Warrant for
purposes of financial reporting shall be in accordance with generally accepted
accounting principles consistently applied ("GAAP").

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1.02 Sale and Purchase of Debentures and Issuance of Warrant.

(a) Loan Commitment. From time to time during the Commitment
Period (as hereinafter defined) and subject to the terms and conditions hereof
and on the basis of the representations and warranties hereinafter set forth,
Borrower shall have the right to issue and sell to Lender and Lender shall be
obligated to purchase from Borrower on the date set forth in the Notice of
Borrowing (as hereinafter defined) a Debenture in the principal amount set
forth on the Notice of Borrowing at a price of 100% of the principal amount
thereof, provided that the aggregate principal amount of the Debentures issued
hereunder shall not exceed $5,000,000. "Commitment Period" shall mean the
period commencing on the date of this Agreement and ending on or before the
earlier of (i) one year from the date of this Agreement or (ii) the closing of
an underwritten initial public offering of Borrower's common stock pursuant to
a registration statement which has become effective under the Securities
Exchange Act of 1933, as amended (the "Securities Act"). The last day of the
Commitment Period shall be referred to herein as the "Expiration Date."

(b) Notice of Borrowing. For each borrowing hereunder, Borrower
shall give Lender prior written notice (a "Notice of Borrowing") specifying the
principal amount of the Debenture and the requested date of the purchase and
sale of the Debenture. Borrower shall deliver to Lender the Notice of Borrowing
not later than twenty (20) business days prior to the requested date of the
borrowing.

(c) Delivery. Delivery of the Debenture will be made at the office
of Borrower's counsel against payment therefor by federal funds wire transfer
to Borrower's account in immediately available funds and to the accounts and in
the amounts in accordance with Borrower's written instructions (the "Closing"),
on the requested borrowing date set forth on the Notice of Borrowing, or such
later date as Borrower and Lender shall agree (the "Closing Date"). The
Debenture delivered to Lender on the Closing Date will be delivered to Lender
in the form of a single Debenture for the full amount of such purchase by
Lender (unless different denominations are specified by Lender, each registered
in Lender's name or in the name of such nominee as Lender may specify and, with
appropriate instructions) all as Lender may specify at least twenty-four (24)
hours prior to the date fixed for delivery.

1.03 Issuance of Warrant. In consideration of Lender's commitment
to make the Loan pursuant to Section 1.02(a) hereof, Borrower shall issue to
Lender the Warrant on the earlier of (i) the date upon which the Company's
registration statement for its initial underwritten public offering (the
"Company IPO") is declared effective (the "IPO Effective Date") by the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act") or (ii) September 1, 1999. The Warrant shall
entitle Lender to purchase a number of shares of Borrower's common stock, no
par value per share ("Common Stock"), equal to the quotient of $500,000 divided
by the Exercise Price, at a price per share equal to the Exercise Price. The
shares of Common Stock subject to the Warrant are referred to herein as the
"Warrant Shares". "Exercise Price" shall mean (i) the price per share of the
Common Stock offered pursuant to the Company IPO set forth on the prospectus
therefor on the IPO Effective Date or (ii) if the IPO

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Effective Date has not occurred on or before September 1, 1999, $23.80 (as
adjusted hereafter for any recapitalization, subdivision or split of
outstanding Common Stock or similar transactions with respect to the capital
stock of the Company occurring after the date of this Agreement). The Warrant
shall be substantially in the form set forth on Exhibit B. Lender shall make no
additional payment for the Warrant.

1.04 Fourth Addendum to Shareholder Agreement. In order to confirm
that Lender will have the registration rights with respect to the Warrant
Shares provided in that certain Shareholder Agreement, dated as of May 13,
1998, by and among the Company, its holders of Common Stock and Lender, as
amended pursuant to the First Addendum to Shareholder Agreement, dated as of
August 25, 1998, the Second Addendum to Shareholder Agreement, dated as of
September 21, 1998, and the Third Addendum to Shareholder Agreement, dated as
of April 14, 1999, the Company shall execute, and shall use its best efforts to
cause the holders of at least 67% of the shares of capital stock of the Company
to execute, a Fourth Addendum to Shareholder Agreement in the form of Exhibit C
hereto simultaneously with the execution of this Agreement.

ARTICLE II

SUBORDINATION

2.01 Subordination. Notwithstanding anything to the contrary in
this Agreement or in the Debentures, the indebtedness evidenced by the
Debentures, including principal and interest, shall be subordinate and junior
to the prior payment of the obligations described in Section 2.01 of the
Disclosure Schedule delivered by Borrower to the Lender in connection with this
Agreement (the "Disclosure Schedule"), together with all obligations (whether
to the same lender or otherwise) issued in refinancings, renewal, deferral,
extension, refunding, amendment or modification of any such indebtedness
(collectively, the "Senior Indebtedness"). Nothing in this Agreement shall be
deemed to preclude payments of principal and interest or other amounts pursuant
to the Debentures to the extent that no event of default has occurred with
respect to the Senior Indebtedness such that the Senior Indebtedness has become
due in full.

2.02 Liquidation, etc. (a) Upon any distribution of assets of
Borrower in connection with any dissolution, winding up, liquidation or
reorganization of Borrower (whether in bankruptcy, insolvency, or receivership
proceedings or upon an assignment for the benefit of creditors or otherwise),
the holders of all Senior Indebtedness shall first be entitled to receive
payment in full of the principal thereof, premium, if any, and interest due
thereon, and all costs and expenses (including reasonable attorneys' fees)
related thereto, before the holder(s) of the Debentures shall be entitled to
receive any payment on account of the principal of or interest on or any other
amount owing with respect to the Debentures (other than payment in shares of
capital stock of Borrower as reorganized or readjusted, or securities of
Borrower or any other corporation provided for by a plan of reorganization or
readjustment, which stock and securities are subordinated to the payment of all
Senior Indebtedness and securities received in lieu thereof that may at the
time be outstanding). Under the circumstances provided in this Agreement, the
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holders of the Senior Indebtedness shall have the right to receive and collect
any distributions made with respect to the Debentures until such time as the
Senior Indebtedness is paid in full, and shall have the further right to take
such actions as may be deemed necessary or required to so receive and collect
such distributions including making or filing any proofs of claim relating
thereto.

(b) Without in any way modifying the provisions of this Article II
or affecting the subordination effected hereby if such notice is not given,
Borrower shall give prompt written notice to Lender of any dissolution, winding
up, liquidation or reorganization of Borrower (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or otherwise).

2.03 Subrogation. Upon the prior payment in full of all Senior
Indebtedness, Lender shall be subrogated to the rights of the holders of the
Senior Indebtedness to receive payments or distributions of assets of Borrower
applicable to the Senior Indebtedness until all amounts owing on the Debentures
shall be paid in full, and for the purpose of such subrogation, no payments or
distributions to Lender otherwise payable or distributable to the holders of
Senior Indebtedness shall, as between Borrower, its creditors (other than the
holders of Senior Indebtedness) and Lender, be deemed to be payment by Borrower
to or on account of the Debentures, it being understood that the provisions of
this Article II are and are intended solely for the purpose of defining the
relative rights of Lender, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.

2.04 Borrower's Obligations Not Impaired. (a) Nothing contained in
this Article II or in the Debentures is intended to or shall impair, as between
Borrower and Lender, the obligation of Borrower, which is absolute and
unconditional other than with respect to the holders of the Senior
Indebtedness, to pay Lender the principal of and interest on the Debentures as
and when the same shall become due and payable in accordance with the terms of
the Debentures or is intended to or shall affect the relative rights of Lender
nor, except as expressly provided in this Article II shall anything in this
Agreement or therein prevent Lender from exercising all remedies otherwise
permitted by applicable law upon the occurrence of an Event of Default under
this Agreement or under the Debentures.

(b) If any payment or distribution shall be received in
respect of any of the Debentures in contravention of the terms of this Article
II, such payment or distribution shall be held in trust for the holders of the
Senior Indebtedness, and shall be immediately delivered to such holders in the
same form as received.

2.05 Further Assurances. If requested by Borrower or a
holder of Senior Indebtedness, Lender hereby agrees to negotiate in good faith
with such holder of Senior Indebtedness the terms and conditions of a
subordination or intercreditor agreement that would supersede the provisions
for subordination set forth in this Agreement.
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ARTICLE III

REPRESENTATIONS AND WARRANTIES

Borrower hereby represents and warrants to Lender as follows:

3.01 Corporate Status. Borrower is a corporation duly organized,
validly existing and in good standing under the laws of its state of
incorporation, and has the corporate power to own and operate its properties,
to carry on its business as now conducted and to enter into and to perform its
obligations under this Agreement, the Debentures and the Warrant. Except as set
forth in Section 3.01 of the Disclosure Schedule, Borrower is duly qualified to
do business and is in good standing in each state in which a failure to be so
qualified would have a materially adverse effect on Borrower's financial
position or its ability to conduct its business in the manner now conducted
("Material Adverse Effect").

3.02 Subsidiaries. Borrower has no subsidiaries and has no direct
or indirect ownership interests in any other entity.

3.03 Authorization. Borrower has full legal right, power and
authority to enter into and perform its obligations under this Agreement, the
Debentures and Warrant. The execution and delivery of this Agreement, the
borrowing hereunder, the execution and delivery of the Debentures and of the
Warrant, and the performance by Borrower of its obligations hereunder and/or
thereunder are within its corporate powers and have been duly authorized by all
necessary corporate action properly taken, have received all necessary
governmental approvals, if any were required, and do not and will not
contravene or conflict with any provision of law, any applicable judgment,
ordinance, regulation or order of any court or governmental agency, the
Articles of Incorporation or Bylaws of Borrower or any agreement binding upon
it or its properties. The officer(s) executing this Agreement, the Debentures
and the Warrant is (are) duly authorized to act on behalf of Borrower.

3.04 Validity and Binding Effect. This Agreement, the Debentures
and the Warrant are the legal, valid and binding obligations of Borrower
enforceable in accordance with their terms, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect generally affecting creditors' rights and to the effect on
enforceability of certain remedies of rules of law governing specific
performance, injunctive relief and other equitable remedies.

3.05 No Consent Required. Except as set forth in Except as set
forth in Section 3.05 of the Disclosure Schedule, delivery and performance of
this Agreement, the Debentures and the Warrant by Borrower do not require the
consent or approval of or the giving of notice to any person or entity, other
than the approval of the Board of Directors of Borrower.
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3.06 Capitalization. Section 3.06 of the Disclosure Schedule sets
forth, as of the date hereof, Borrower's total authorized capitalization and
the number of shares of each class of capital stock which are issued and
outstanding. The Company has reserved a sufficient number of shares of Common
Stock for issuance upon exercise of the Warrant. All the outstanding shares of
capital stock of Borrower have been duly authorized, are validly issued and are
fully paid and nonassessable. The shares of Common Stock issuable upon exercise
of the Warrant, upon issuance, will have been duly authorized, will be validly
issued and will be fully paid and nonassessable. Except as set forth in Section
3.06 of the Disclosure Schedule, there are no options, warrants or rights to
acquire shares of the capital stock or other securities of Borrower authorized,
issued or outstanding.

3.07 Litigation. There are no actions, suits or proceedings
pending, or, to the knowledge of Borrower, threatened, against Borrower, at law
or in equity, or before any governmental or administrative agency, except
actions, suits and proceedings that are fully covered by insurance and that, if
adversely determined, would not impair the ability of Borrower to perform each
and every one of its obligations under and by virtue of this Agreement; and
Borrower is not in default with respect to any order, writ, injunction, decree
or demand of any court or any governmental authority.

3.08 Financial Statements. The audited balance sheets of Borrower
as of June 30, 1998 and June 30, 1997, and the related statements of
operations, stockholders' equity, and cash flows for the fiscal year ended June
30, 1998 and for the period from June 17, 1996 (date of inception) through June
30, 1997, heretofore delivered to Lender have been prepared on the basis of
GAAP, and fairly present the financial condition of Borrower as of the date(s)
thereof. No materially adverse change has occurred in the financial condition
of Borrower since the date(s) thereof.

3.09 No Defaults. Consummation of the transactions hereby
contemplated and the performance of the obligations of Borrower under and by
virtue of the Debenture and the Warrant will not result in any breach of, or
constitute a default under, the Articles of Incorporation or Bylaws of Borrower
or any mortgage, security deed or agreement, deed of trust, lease, loan or
credit agreement, partnership agreement, license, franchise or any other
material instrument or agreement to which Borrower is a party or by which
Borrower or its properties may be bound or affected.

3.10 Compliance With Law. Borrower has obtained all licenses,
permits and governmental approvals and authorizations necessary or proper in
order to conduct its business and affairs as heretofore conducted and as
hereafter intended to be conducted except where the failure to obtain such
licenses, permits, approvals or authorizations would not, individually or in
the aggregate, have a Material Adverse Effect. Borrower is in material
compliance with all laws, regulations, decrees and orders applicable to it
(including, but not limited to, laws, regulations, decrees and orders relating
to environmental, occupational and health standards and controls, antitrust,
monopoly, restraint of trade or unfair competition) and any noncompliance, in
the aggregate, cannot reasonably be expected to have an adverse effect on its
business, operations,

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property or financial condition and will not adversely affect its ability to
perform its obligations under this Agreement, Debenture or the Warrant.

3.11 Taxes. Borrower has filed or caused to be filed all tax
returns that are required to be filed (except for returns that have been
appropriately extended), and has paid all taxes shown to be due and payable on
said returns and all other taxes, impositions, assessments, fees or other
charges imposed on it by any governmental authority, agency or instrumentality,
prior to any delinquency with respect thereto (other than taxes, impositions,
assessments, fees and charges currently being contested in good faith by
appropriate proceedings, for which appropriate amounts have been reserved),
except where the failure to file any such return or to pay any such tax would
not have a Material Adverse Affect.

3.12 Title to Property. Borrower does not own any real property. As
of the date hereof Borrower has good and marketable title to all of the
property and assets used in its business, and has good title to all its
leasehold interests, free and clear of any and all claims, liens, encumbrances,
equities and restrictions of every kind and nature whatsoever, except as set
forth in Section 3.12 of the Disclosure Schedule and except for such claims,
liens, encumbrances, equities and restrictions as are not in the aggregate
material to the business, operations or financial condition of Borrower.

3.13 Margin Requirements. Without expanding the limited uses of
proceeds of the Loan set forth in Section 5.01 of this Agreement, Borrower
agrees that Borrower shall not use any of the funds advanced under the Loan for
the purpose of acquiring or carrying "margin stock" for the purposes of
Regulations G, T, X or U of the Federal Reserve Board.

3.14 ERISA Compliance. Borrower does not maintain a pension or
profit sharing plan, and, to the best knowledge of Borrower, is not subject to
any of the funding or vesting requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or any requirement which could
create an accumulated funding deficiency within the meaning of ERISA. Borrower
has not incurred any liability to the Pension Benefit Guaranty Corporation
established under ERISA (or any successor thereto under ERISA). The
consummation of the transaction set forth in this Agreement will not constitute
a "prohibited transaction" within the meaning of Section 4975 of the Internal
Revenue Code of 1986, as amended, or Section 406 of ERISA.

3.15 Small Business Concern. Borrower, together with its
"affiliates" (as that term is defined in 13 C.F.R. Section 121.103), if any, is
a "Small Business" within the meaning of 15 U.S.C. Section 662(5), that is
Section 103(5) of the Small Business Investment Act of 1958, as amended (the
"SBIC Act"), and the regulations thereunder, including 13 C.F.R. Section
107.710, and meets the applicable size eligibility criteria set forth in 13
C.F.R. Section 121.301(c)(1) or the industry standard covering the industry in
which Borrower is primarily engaged as set forth in 13 C.F.R. Section
121.301(c)(2). Neither Borrower nor any of its subsidiaries presently engages
in any activities for which a small business investment company is prohibited
from

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providing funds by the SBIC Act and the regulations thereunder, including 13
C.F.R. Section 107.

3.16 Disclosure. To the best of Borrower's knowledge, this
Agreement, the Schedules and exhibits hereto, when taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements contained herein not misleading
in light of the circumstances under which they were made.

ARTICLE IV

LENDER'S REPRESENTATIONS AND WARRANTIES

Lender hereby represents and warrants to Borrower as follows:

4.01 Purchase for Own Account. Lender is acquiring the Warrant and,
upon issuance of each Debenture hereunder will acquire the Debenture, for
Lender's own account and not with a present view towards the distribution
thereof or the Warrant Shares (the Warrant Shares collectively with the Warrant
and the Debentures, the "Securities").

4.02 Information. Lender has had an opportunity to review all
materials relating to the business, finances and operations of Borrower. Lender
has been afforded the opportunity to ask questions of Borrower and has received
what Lender believes to be satisfactory answers to any such inquiries.

4.03 Authorization; Enforcement. Lender has the requisite power and
authority to enter into and perform its obligations under this Agreement and to
purchase the Debenture and acquire the Warrant in accordance with the terms
hereof. This Agreement has been duly and validly authorized, executed and
delivered on behalf of Lender and is a valid and binding agreement of Lender
enforceable against Lender in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other laws affecting creditors' rights and remedies generally and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).

4.04 Transfer or Resale. Lender understands that (i) the Securities
have not been and are not being registered under the Securities Act or any
state securities laws, and may not be transferred unless (a) subsequently
registered thereunder, or (b) Lender shall have delivered to Borrower an
opinion of counsel reasonably acceptable to Borrower (which opinion shall be in
form, substance and scope customary for opinions of counsel in comparable
transactions) to the effect that the Securities to be sold or transferred may
be sold or transferred under an exemption from such registration, or (c) sold
under Rule 144 promulgated under the Securities Act (or a successor rule); and
(ii) neither Borrower nor any other person or entity is under any obligation to
register such Securities under the Securities Act or any state securities laws
to comply with the terms and conditions of any exemption thereunder.
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4.05 Legends. Lender understands that until such time as the
Warrant, the Warrant Shares or the Debentures, as applicable, have been
registered under the Securities Act or otherwise sold by Lender under Rule 144,
the certificates for such securities shall bear a restrictive legend in
substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH
REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY, REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.

4.06 Accredited Investor Status. Lender is an "Accredited Investor"
as that term is defined in Rule 501(a) of Regulation D promulgated under the
Securities Act.

4.07 General Solicitation. Lender was not solicited by means of a
"general solicitation," as such term is defined in Regulation D with respect to
any of the Securities being offered hereby.

4.08 Brokers or Finders. Borrower has not, and will not, incur,
directly or indirectly, as a result of any action taken by Lender, any
liability for brokerage or finders' fees or agents' commissions or any similar
charges in connection with this Agreement.

ARTICLE V

COVENANTS AND AGREEMENTS

5.01 Use of Proceeds, Restrictions on Activities.

(a) Neither Borrower nor any of its subsidiaries will engage in
any activities or use directly or indirectly the proceeds from the Loan for any
purpose for which a small business investment company is prohibited from
providing funds by the SBIC Act and the regulations promulgated thereunder,
including 13 C.F.R. Section 107.

(b) Borrower will use the proceeds from the Loan for the purposes
and in the amounts set forth in Section 5.01 of the Disclosure Schedule. Upon
Lender's request, Borrower will deliver within ninety (90) days of the Closing
to Lender a written report, certified as correct by Borrower's chief executive
officer or chief financial officer, verifying the purposes and the amounts for
which proceeds from the Loan have been disbursed. Borrower will supply to
Lender such information and documents as Lender reasonably requests with
respect to use of proceeds and will permit Lender to have reasonable access to
any and all records and information and

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personnel of Borrower as Lender reasonably deems necessary to verify how
proceeds have been or are being used and to assure that the proceeds have been
used for the purposes specified.

(c) Borrower will not, without obtaining the prior written consent
of the Lender, change within one year of the Closing hereunder Borrower's
business activity from that currently conducted to a business activity for
which a small business investment company is prohibited from providing funds by
the SBIC Act and the regulations promulgated thereunder. Borrower agrees that
any such changes in its business activity without such prior written consent of
the Lender will at the Lender's sole option constitute an event of default
under the Debenture (an "Activity Event of Default"). Subject to the provisions
of Article II hereof, if an Activity Event of Default occurs, the Lender shall
have the right to demand immediate repayment of the Debenture with interest to
the date of repayment, and Borrower will immediately make such payment within
three (3) days of receipt of a demand. The payment remedy is in addition to any
and all other rights and remedies against Borrower and others to which Lender
may be entitled.

5.02 Limitations on Debt and Obligations. Borrower shall not issue,
assume, guarantee or otherwise become liable or permit to exist any
indebtedness except (i) the Senior Indebtedness, provided that unanimous
approval of the members of Borrower's Board of Directors shall be required for
any Senior Indebtedness in excess of $3,000,000; (ii) the indebtedness incurred
pursuant to the Debentures, provided that unanimous approval of the members of
Borrower's Board of Directors shall be required for the issuance of a Notice of
Borrowing pursuant to Section 1.02(b) hereof if the principal amount of the
Debenture to be issued thereunder when aggregated with any other
then-outstanding Debentures is in excess of $3,000,000; (iii) accounts payable
and other trade payables incurred in the ordinary course of business; (iv)
obligations of Borrower pursuant to capitalized leases and/or purchase money
financing of equipment not exceeding $500,000 in the aggregate, or (v)
indebtedness that refinances Senior Indebtedness under clause (i) above.
Borrower agrees to use commercially reasonable efforts to refinance all
outstanding indebtedness pursuant to the Debentures prior to the Expiration
Date.

5.03 Financial Statements and Reports. From and after the date of
this Agreement and until the earlier of the date each of the Debentures is no
longer outstanding or the Expiration Date, Borrower shall furnish to Lender (i)
within ninety (90) days after the end of each fiscal year of Borrower, an
audited balance sheet of Borrower as of the close of such fiscal year, an
audited income statement of Borrower for such fiscal year, and audited
statements of cash flows for Borrower for such fiscal year, all in reasonable
detail, prepared in accordance with GAAP, and in such form as has customarily
been prepared by Borrower; (ii) within forty-five (45) days of the end of each
calendar month, balance sheets of Borrower as of the close of such month and an
income statement of Borrower for such month, all in reasonable detail, and
prepared on the basis of accounting principles consistently applied, together
with a certificate of Borrower's Chief Executive Officer and/or Chief Financial
Officer confirming Borrower's compliance (or lack thereof) with all the terms
and conditions of this Agreement; and (iii) with reasonable promptness, such
other financial data as Lender may reasonably request from time to time.
<PAGE> 12

5.04 Maintenance of Books and Records, Inspection. Borrower shall
maintain its books, accounts and records on the basis of accounting principles
consistently applied, and permit a representative of Lender, at Lender's
expense and upon two (2) business days' prior written notice, to visit and
inspect any of its properties, corporate books and financial records, and to
discuss its accounts, affairs and finances with Borrower or the principal
officers of Borrower during business hours, and without interruption of
Borrower's business, all at such times as Lender may reasonably request.

5.05 Insurance. Borrower shall maintain insurance with coverages
and in such amounts as shall be reasonably necessary and appropriate to protect
Borrower's assets.

5.06 Taxes and Assessments. Borrower shall (a) file all tax returns
and appropriate schedules thereto that are required to be filed under
applicable law, prior to the date of delinquency, (b) pay and discharge all
taxes, assessments and governmental charges or levies imposed upon Borrower,
upon its income and profits or upon any properties belonging to it, prior to
the date on which penalties attach thereto, and (c) pay all taxes, assessments
and governmental charges or levies that, if unpaid, might become a lien or
charge upon any of its properties; provided, however, that Borrower in good
faith may contest any such tax, assessments and governmental charge or levy
described in the foregoing clauses (b) and (c) so long as adequate reserves are
maintained with respect thereto.

5.07 Corporate Existence. Borrower shall maintain its corporate
existence and good standing in the state of its incorporation and its
qualification and good standing as a foreign corporation in each jurisdiction
in which such qualification is required by applicable law, except where the
failure to be so qualified would not have a Material Adverse Effect.

5.08 Compliance with Law and Agreements, Borrower shall maintain
its business operations and property owned or used in connection therewith in
compliance in all material respects with (i) all applicable federal, state and
local laws, regulations and ordinances governing such business operations and
the use and ownership of such property, and (ii) all agreements, licenses,
franchises, indentures, mortgages and deeds of trust to which Borrower is a
party or by which Borrower or any of its properties is bound.

5.09 Notice of Default. Borrower shall give written notice to
Lender of the occurrence of any Event of Default (as defined below) under this
Agreement or any event of default under the Debentures or the Warrant promptly
upon the occurrence thereof.

5.10 Negative Covenants.

(a) For so long as any Debenture remains outstanding or
upon the Expiration Date, if a Debenture has not been issued as of such date
(except as specifically provided under Section 5.10(a)(iii) and except with
respect to the Senior Indebtedness or in connection with the repayment of the
Senior Indebtedness), Borrower shall not, without the prior written consent of
Lender:
<PAGE> 13

(i) if there has been an Event of Default under
a Debenture (as defined in Section 7.01 hereof), declare or pay any dividends
on Common Stock, or declare or pay any dividends on the Preferred Stock;

(ii) repurchase or redeem any shares of Preferred
Stock or Common Stock except as required (but not optionally permitted) under
Borrower's Articles of Incorporation;

(iii) sell or otherwise dispose of all or
substantially all of the assets of the Company, or merge or consolidate the
Company with or into any other corporation or corporations, or merge or
consolidate any other corporation or corporations into the Company; provided,
however, that this restriction shall not apply if less than $500,000 in
principal amount of the Debentures remains outstanding; or

(iv) enter into any guaranty arrangement, or
mortgage or pledge, or create a security interest in, or permit any subsidiary
to mortgage, pledge or create a security interest in, all or substantially all
of the assets of the Company or such subsidiary, other than a guaranty
arrangement or a security interest in the assets of the Company or such
subsidiary granted to a lender pursuant to a credit facility approved by the
Board of Directors, or those security interests that arise by operation of law;
or

(v) enter into or be a party to any transaction
or arrangement with any officer, director or affiliate (including, without
limitation, the purchase from, sale to or exchange of property with, or the
rendering of any service by or for, any affiliate), except in the ordinary
course of and pursuant to the reasonable requirements of Borrower's business
and upon fair and reasonable terms no less favorable to Borrower than would
obtain in a comparable arm's-length transaction with a person other than an
affiliate, in each case as determined in good faith by a majority of the
qualified directors of Borrower (as the term "qualified" is used in Section
14-2-862 of the Georgia Business Corporation Code).

(vi) without the prior written consent of the
Lender, amend or repeal any provision of or add any provision to, Borrower's
Articles of Incorporation or Bylaws which materially affects Borrower's
obligations to Lender under this Agreement, the Debenture or the Warrant; or

(vii) without the prior written consent of the
Lender, reclassify any Common Stock into shares having any preference or
priority as to dividends, voting or assets superior to the Common Stock.
<PAGE> 14

ARTICLE VI

CONDITIONS TO CLOSING

The obligation of Lender to purchase and pay for a Debenture on the
Closing Date for such Debenture shall be subject to the fulfillment on or
before such Closing Date of each of the following conditions.

6.01 Representations and Warranties. The representations and
warranties of Borrower contained in this Agreement, in the Disclosure Schedule,
and in any other schedule hereto or any document or instrument delivered to
Lender, shall have been true and correct in all material respects when made and
shall be true and correct in all material respects as of the Closing Date as if
made on such date, except to the extent such representations and warranties
expressly relate to a specific date. Borrower shall have duly performed in all
material respects all of the covenants and agreements to be performed by it
hereunder on or prior to the Closing Date.

6.02 Required Consents. Any consents or approvals required to be
obtained from any third party, including any holder of indebtedness or any
outstanding security of Borrower, and any amendments of agreements which shall
be necessary to permit the consummation of the transactions contemplated hereby
on the Closing Date, shall have been obtained.

6.03 Conditions of Lender's Obligations. Lender shall have received
the following documents:

(a) Corporate Documents. A copy of the Articles of Incorporation
of Borrower, as amended and restated, certified by the Secretary of State of
Georgia, and certificates of good standing from the secretaries of state of
each state where Borrower conducts business, all as of a recent date.

(b) Officer's Certificate. A certificate of the President of
Borrower in the form of Exhibit D hereto certifying, among other things, to the
fulfillment of the conditions specified in Sections 6.01 and 6.02 of this
Agreement.

(d) SBA Documentation. SBA Form 480 (Size Status Declaration) and
SBA Form 652 (Assurance of Compliance), which have been completed and executed
by Borrower, and SBA Form 1031 (portfolio Finance Report), Part A and Part B of
which have been completed by Borrower.

(e) Senior Indebtedness. Copies of the documentation evidencing
and securing the Senior Indebtedness.

(f) Miscellaneous. Such other documents as the Lender may
reasonably request.
<PAGE> 15

ARTICLE VII

DEFAULT AND REMEDIES

7.01 Events of Default. The occurrence of any of the following
shall constitute an Event of Default hereunder:

(a) Default in the payment of the principal of or interest on the
indebtedness evidenced by a Debenture in accordance with the terms of the
Debenture, which default is not cured within ten (10) business days;

(b) Any material misrepresentation by Borrower as to any matter
hereunder or under any of the other Loan Documents, or delivery by Borrower of
any schedule, statement, resolution, report, certificate, notice or writing to
Lender that is untrue in any material respect on the date as of which the facts
set forth therein are stated or certified;

(d) Borrower's (i) admission in writing its inability to pay its
debts generally as they become due; or (ii) assignment for the benefit of
creditors or petition or application to any tribunal for the appointment of a
custodian, receiver or trustee for it or a substantial part of its assets; or
(iii) voluntary commencement of any proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution or liquidation
law or statute of any jurisdiction, whether now or hereafter in effect, or the
involuntary commencement of any such proceeding that is not dismissed within
ninety (90) days; or (iv) suffering to exist any such petition or application
or any such proceeding against it in which an order for relief is entered or an
adjudication or appointment is made; or (v) indication, by any act or omission,
of its consent to, approval of or acquiescence in any such petition,
application, proceeding or order for relief or the appointment of a custodian,
receiver or trustee for it or a substantial part of its assets, or (vi)
permitting any such custodianship, receivership or trusteeship to continue
undischarged for a period of ninety (90) days or more;

(e) Borrower's liquidation, dissolution, partition or termination;

(f) (i) Borrower's default in the timely payment or performance of
the Senior Indebtedness or any principal of or premium or interest on any other
debt owed by Borrower (other than the Loan), which is outstanding in a
principal amount of at least $500,000 in the aggregate, when the same becomes
due and payable (whether by scheduled maturity, acceleration, demand or
otherwise), if such failure shall continue after any cure period applicable
thereto; or (ii) the occurrence of any other event or condition under any
agreement or instrument relating to any such indebtedness that continues after
any applicable cure period, if the effect of such event or condition is to
accelerate such indebtedness; or (iii) the acceleration of any such

<PAGE> 16

indebtedness or otherwise declaration to be due and payable prior to the stated
maturity thereof of any such indebtedness; or (iv) requirement that any such
indebtedness be prepaid, redeemed, purchased or defeased prior to the stated
maturity thereof.

With respect to any Event of Default described above that is
capable of being cured and that does not already provide its own cure procedure
(a "Curable Default"), the occurrence of such Curable Default shall not
constitute an Event of Default hereunder if such Curable Default is fully cured
and/or corrected within thirty (30) days (ten (10) days, if such Curable
Default may be cured by payment of a sum of money) of notice thereof to
Borrower.

7.02 Acceleration of Maturity, Remedies Cumulative, No
Waiver. Upon the occurrence of any Event of Default described in Section 7.01,
the Debentures shall be immediately due and payable in full; and Lender at any
time thereafter may at its option accelerate the maturity of the Debentures. No
right, power or remedy conferred upon or reserved to Lender by this Agreement
or the Debentures or Warrant is intended to be exclusive of any other right,
power or remedy, but each and every such right, power and remedy shall be
cumulative and concurrent and shall be in addition to any other right, power
and remedy given hereunder, under the Debentures or Warrant or now or hereafter
existing at law, in equity or by statute. No delay or omission by Lender to
exercise any right, power or remedy accruing upon the occurrence of any Event
of Default shall exhaust or impair any such right, power or remedy or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein, and every right, power and remedy given by this Agreement and the
Debentures or Warrant to Lender may be exercised from time to time and as often
as may be deemed expedient by Lender.

ARTICLE VIII

TERMINATION

This Agreement shall remain in full force and effect (i) if one or
more Debentures is issued hereunder, until the latest Maturity Date of the
Debentures (as defined in the Debentures), or the indefeasible repayment in
full of each of the Debentures, whichever is later, and (ii) if the Debenture
is not issued on or before the Expiration Date, until the Expiration Date. The
representations and warranties in Articles III and IV shall survive termination
hereunder.

ARTICLE IX

MISCELLANEOUS

9.01 Successors and Assigns Included in Parties. Whenever in this
Agreement one of the parties hereto is named or referred to, the heirs, legal
representatives, successors, successors-in-title and assigns of such parties
shall be included, and all covenants and agreements contained in this Agreement
by or on behalf of Borrower or by or on behalf of Lender shall bind and inure
to the benefit of their heirs, legal representatives, successors,
successors-in-title and assigns, whether so expressed or not.
<PAGE> 17

9.02 Costs and Expenses. Each party hereto agrees to pay all costs
and expenses incurred by such party in connection with this Agreement and the
transactions contemplated hereby. Borrower further agrees to pay all of the
out-of-pocket costs and expenses incurred by Lender in connection with the
collection of the Debentures upon an Event of Default, including but not
limited to reasonable attorneys' fees, promptly upon demand of Lender.

9.03 Assignment. The Debentures, this Agreement and the Warrant may
not be endorsed, assigned and/or transferred in whole or in part by Lender
without the prior express written consent of Borrower. Notwithstanding the
foregoing, the Warrant may be transferred, at Lender's option, to one or more
persons, in whole or in part, so long as (i) such transferees (a) are members,
partners, shareholders or affiliates of Lender, (b) agree to hold the Warrant
subject to all the terms hereof and thereof and (c) agree to execute an
Addendum to the Shareholder Agreement referred to in Section 1.04 hereof (as
then amended) upon exercise of the Warrant to become a party to the Shareholder
Agreement; and (ii) such transfer is in compliance with applicable laws.
Borrower shall not assign any of its rights or delegate any of its duties
hereunder or under the Debentures or Warrant without the prior express written
consent of Lender.

9.04 Time of the Essence. Time is of the essence with respect to
each and every covenant, agreement and obligation of Borrower hereunder and
under the Debentures and the Warrant.

9.05 Severability. If any provision(s) of this Agreement or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such provisions to other persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.

9.06 Interest and Loan Charges Not to Exceed Maximum Allowed by
Law. Anything in this Agreement or the Debentures to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of the Loan, acceleration of the maturity of the unpaid balance of the
Debentures, acceptance or exercise of the Warrant, or otherwise, shall the
interest and loan charges agreed to be paid to Lender for the use of the money
advanced or to be advanced hereunder exceed the maximum amounts collectible
under applicable laws in effect from time to time. It is understood and agreed
by the parties that, if for any reason whatsoever the interest or loan charges
paid or contracted to be paid by Borrower in respect of the indebtedness
evidenced by the Debentures shall exceed the maximum amounts collectible under
applicable laws in effect from time to time, then ipso facto, the obligation to
pay such interest and/or loan charges shall be reduced to the maximum amounts
collectible under applicable laws in effect from time to time, and any amounts
collected by Lender that exceed such maximum amounts shall be applied to the
reduction of the principal balance of the Debentures and/or refunded to
Borrower so that at no time shall the interest or loan charges paid or payable
in respect of the Debentures exceed the maximum amounts permitted from time to
time by applicable law.
<PAGE> 18

9.07 Article and Section Headings, Defined Terms. Numbered and
titled article and section headings and defined terms are for convenience only
and shall not be construed as amplifying or limiting any of the provisions of
this Agreement.

9.08 Notices. Any and all notices, elections or demands permitted
or required to be made under this Agreement shall be in writing, signed by the
party giving such notice, election or demand and shall be delivered personally,
telecopied, telexed, or sent by certified mail or nationally recognized courier
service (such as Federal Express), to the other party at the address set forth
below, or at such other address as may be supplied in writing and of which
receipt has been acknowledged in writing. The date of personal delivery,
telecopy or telex or one business day after delivery to such courier service or
two business days after mailing, as the case may be, shall be the date of such
notice, election or demand. For the purposes of this Agreement:

<TABLE>
<S> <C>
The address of
Lender is: Noro-Moseley Partners IV, L.P.
9 North Parkway Square
4200 Northside Parkway
Atlanta, Georgia 30327
Attention: Charles D. Moseley, Jr.
Telecopy No. (404) 239-9280

The address of
Borrower is: nFront, Inc.
520 Guthridge Court, N.W., Suite 100
Norcross, Georgia 30092
Attention: Brady L. "Tripp" Rackley III
Telecopy No. (770) 209-9093
with a copy (which
shall not constitute
notice) to: Morris, Manning & Martin, L.L.P.
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
Attention: Ward S. Bondurant, Esq.
Telecopy No. (404) 365-9532
</TABLE>

9.09 Entire Agreement. This Agreement and the other written
agreements between Borrower and Lender represent the entire agreement between
the parties concerning the subject matter hereof, and all oral discussions and
prior agreements are merged in this Agreement.

9.10 Miscellaneous. This Agreement shall be construed and enforced
under the laws of the State of Georgia without respect to the principles of the
choice of law or the conflicts of

<PAGE> 19

laws. No amendment or modification hereof shall be effective except in a
writing executed by each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
or have caused this Agreement to be executed by their duly authorized officers,
as of the day and year first above written.
LENDER:

NORO-MOSELEY PARTNERS IV, L.P.
By: MKFJ-IV, L.L.C., General Partner

By: /s/ Charles D. Moseley, Jr.
---------------------------------
Name: Charles D. Moseley, Jr.
Title: Member of General Partner

(SIGNATURES CONTINUED ON FOLLOWING PAGE . . .)

BORROWER:

NFRONT, INC.

By: /s/ Jeffrey W. Hodges
---------------------------------
Name: Jeffrey W. Hodges
Title: Chief Financial Officer

<PAGE> 1

EXHIBIT 10.21

FORM OF SENIOR SUBORDINATED DEBENTURE

THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("ACT"), OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT
BE OFFERED, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECT WITH
REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY,
REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES IS NOT REQUIRED IN
CONNECTION WITH SUCH PROPOSED TRANSFER.

SENIOR SUBORDINATED DEBENTURE

<TABLE>
<S> <C>
$___________________ Atlanta, Georgia
[UP TO $5,000,000] _______, 1999
[DATE OF ISSUANCE]
</TABLE>

FOR VALUE RECEIVED, the undersigned, nFront, Inc., a Georgia
corporation ("Maker"), promises to pay to the order of Noro-Moseley Partners
IV, L.P., a Georgia limited partnership ("Payee") (Payee and any subsequent
holder(s) hereof are hereinafter referred to collectively as "Holder"), at the
office of Holder at ____________________________, Atlanta, Georgia ________, or
at such other place as Holder may designate to Maker in writing from time to
time, the principal sum of ______________ and NO/100 DOLLARS ($__________),
together with interest on the outstanding principal balance hereof from the
date hereof at the rate of three percent (3%) per annum plus the Prime Rate,
computed on the basis of a 360-day year. For purposes of this Debenture, "Prime
Rate" shall mean the rate per annum announced publicly from time to time by
___________ Bank at its principal office in ____________ as its prime rate of
interest.

The entire outstanding principal balance, together with all accrued
and unpaid interest, shall be immediately due and payable in full on April 21,
2000 (the "Maturity Date").

The Maker shall have the privilege to prepay the principal amount of
this Debenture in full or in part at any time from the date hereof, without
payment penalty or premium. Any prepayment shall be credited first to any
accrued and unpaid interest and then to principal.

This Debenture is issued pursuant to that certain Debenture Purchase
Agreement, dated April 22, 1999, between Maker and Payee ("Debenture Purchase
Agreement"), and is subordinated to certain other indebtedness of Maker
("Senior Indebtedness") to the extent and with the effect set forth in the
Debenture Purchase Agreement. Terms used herein and not herein defined shall
have the meanings given them in the Debenture Purchase Agreement.
<PAGE> 2

Time is of the essence with this Debenture. It is hereby expressly
agreed that in the event that any Event of Default shall occur under the
Debenture Purchase Agreement which is not cured within any applicable cure
period set forth in the Debenture Purchase Agreement, then, and in such event,
the entire outstanding principal balance of the indebtedness evidenced hereby,
together with any other sums advanced hereunder, under the Debenture Purchase
Agreement and/or under any other instrument or document now or hereafter
evidencing, securing or in any way relating to the indebtedness evidenced
hereby, together with all unpaid interest accrued thereon, shall, at the option
of Holder and without notice to Maker, at once become due and payable and may
be collected forthwith, subject to the subordination hereof to the Senior
Indebtedness, regardless of the stipulated date of maturity. Upon the
occurrence of any default as set forth herein, at the option of Holder and
without notice to Maker, all accrued and unpaid interest, if any, shall be
added to the outstanding principal balance hereof, and the entire outstanding
principal balance, as so adjusted, shall bear interest thereafter until such
default is cured at an annual rate (the "Default Rate") equal to fifteen
percent (15%) or, if lower, the maximum rate of interest permissible under
applicable law (the "Maximum Rate"). All such interest shall be paid at the
time of and as a condition precedent to the curing of any such default.

In the event this Debenture is placed in the hands of an attorney for
collection, or if Holder incurs any costs incident to the collection of the
indebtedness evidenced hereby, Maker and any endorsers hereof agree to pay to
Holder an amount equal to all such costs, including without limitation all
reasonable attorneys' fees and all court costs.

Presentment for payment, demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties hereto. No
failure to accelerate the indebtedness evidenced hereby by reason of default
hereunder or acceptance of a past-due installment or other indulgences granted
from time to time, shall be construed as a novation of this Debenture or as a
waiver of such right of acceleration or of the right of Holder thereafter to
insist upon strict compliance with the terms of this Debenture or to prevent
the exercise of such right of acceleration or any other right granted hereunder
or by applicable laws. No extension of the time for payment of the indebtedness
evidenced hereby or any installment due hereunder, made by agreement with any
person now or hereafter liable for payment of the indebtedness evidenced
hereby, shall operate to release, discharge, modify, change or affect the
original liability of Maker hereunder or that of any other person now or
hereafter liable for payment of the indebtedness evidenced hereby, either in
whole or in part, unless Holder agrees otherwise in writing. This Debenture may
not be changed orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, chance, modification or discharge is
sought.

All agreements herein made are expressly limited so that in no event
whatsoever, whether by reason of advancement of proceeds hereof, acceleration
of maturity unpaid balance hereof or otherwise, shall the amount paid or agreed
to be paid to Holder for the use of the money advanced or to be advanced
hereunder exceed the Maximum Rate. If, from any circumstances whatsoever, the
fulfillment of any provision of this Debenture or any other agreement or
instrument now or hereafter evidencing, securing or in any way relating to the
indebtedness evidenced hereby shall involve the payment of interest in excess
of the Maximum Rate, then,

-2-
<PAGE> 3

ipso facto, the obligation to pay interest hereunder shall be reduced to the
Maximum Rate; and if from any circumstance whatsoever, Holder shall ever
receive interest, the amount of which would exceed the amount collectible at
the Maximum Rate, such amount as would be excessive interest shall be applied
to the reduction of the principal balance remaining unpaid hereunder and not to
the payment of interest. This provision shall control every other provision in
any and all other agreements and instruments existing or hereafter arising
between Maker and Holder with respect to the payment of interest on the
indebtedness evidenced hereby.

Notwithstanding the place of making of this Debenture, the parties
agree that this Debenture is intended as a contract under and shall be
construed and enforceable in accordance with the laws of the State of Georgia,
except to the extent that federal law may be applicable to the determination of
the Maximum Rate.

As used herein, the terms "Maker" and "Holder" shall be deemed to
include their respective successors, legal representatives and assigns, whether
by voluntary action of the parties or by operation of law.

MAKER:

nFront, Inc.

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

-3-

<PAGE> 1

EXHIBIT 10.22

FORM OF STOCK PURCHASE WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED
UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED TRANSFER.

STOCK PURCHASE WARRANT

NFRONT, a Georgia corporation (the "Company") issues this WARRANT as
of the ____ day of __________, 1999 [DATE TO BE ON OR BEFORE SEPTEMBER 1, 1999]
(the "Date of Issuance"), to NORO-MOSELEY PARTNERS IV, L.P. a Georgia limited
partnership (the "Holder").

1. Issuance of Warrant, Term.

(a) For and in consideration of the Holder's commitment
to make a loan to the Company in the aggregate principal amount of up
to $5,000,000 (the "Loan") pursuant to the terms of a certain
Debenture Purchase Agreement by and between the Company and the
Holder, dated April ____, 1999 (the "Debenture Purchase Agreement"),
which Loan will be evidenced by one or more Senior Subordinated
Debentures (the "Debentures"), and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby grants to the Holder the right to
purchase at the Exercise Price (as hereinafter defined) shares of the
Company's Common Stock as set forth herein, all subject to adjustment
and upon the terms and conditions contained herein, together with the
other appurtenant rights, powers and privileges hereinafter described,
as follows: on or at any time after the Date of Issuance up to and
including the third (3rd) anniversary of the Date of Issuance, the
Holder may exercise this warrant (the "Warrant" or "Warrants") at the
Exercise Price and acquire ________ shares of Common Stock of the
Company [NUMBER OF SHARES TO BE DETERMINED IN ACCORDANCE WITH SECTION
1.03 OF DEBENTURE PURCHASE AGREEMENT].

(b) This Warrant shall be exercisable at any time and
from time to time in whole or in part until the third (3rd)
anniversary of the Date of Issuance.

2. Exercise Price. The exercise price per share for which all or
any of the shares of Common Stock of the Company (collectively, the "Warrant
Shares") may be purchased pursuant to the terms of this Warrant shall be
$_______ [AS DEFINED IN SECTION 1.03 OF THE DEBENTURE PURCHASE AGREEMENT] (the
"Exercise Price").
<PAGE> 2

3. Exercise.

(a) This Warrant may be exercised by the Holder hereof as
to all or any increment or increments of the Warrant Shares upon
delivery of written notice of intent to exercise to the Company at the
Company's address set forth below its signature below or such other
address as the Company shall designate in a written notice to the
Holder hereof, together with this Warrant and cash or check payable to
the Company for the aggregate Exercise Price of the Warrant Shares so
purchased (the "Purchase Price"). Upon exercise of this Warrant, the
Company shall as promptly as practicable, and in any event within
fifteen (15) days thereafter, execute and deliver to the Holder of
this Warrant a certificate or certificates for the total number of
Warrant Shares for which this Warrant is being exercised in such names
and denominations as are requested by such Holder. If this Warrant
shall be exercised with respect to less than all of the Warrant
Shares, the Holder shall be entitled to receive a new Warrant covering
a reduced number of Warrant Shares equal to the number of Warrant
Shares issued on such partial exercise.

(b) For purposes of this Warrant, "Common Stock" means
the Common Stock of the Company, and all other securities of any class
of classes (however designated) of the Company the holders of which
have the right, without limitation as to amount, after payment on any
securities entitled to a preference on dividends or other
distributions upon any dissolution or winding up, either to all or to
a share of the balance of payments upon such dissolution, liquidation
or winding up.

4. Covenants and Conditions. The above provisions are subject to
the following:

(a) Neither this Warrant nor the Warrant Shares have been
registered under the Securities Act or any state securities laws
("Blue Sky Laws"). This Warrant has been acquired for investment
purposes and not with a view to distribution or resale and may not be
pledged, hypothecated, sold, made subject to a security interest, or
otherwise transferred without (i) an effective registration statement
for such Warrant under the Securities Act and such applicable Blue Sky
Laws, or (ii) an opinion of counsel reasonably satisfactory to the
Company that registration is not required under the Securities Act or
under any applicable Blue Sky Laws. Transfer of the Warrant Shares
issued upon the exercise of this Warrant shall be restricted in the
same manner and to the same extent as the Warrant and the certificates
representing such Warrant Shares shall bear substantially the
following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED UNTIL (i) A REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii)
IN THE OPINION OF COUNSEL ACCEPTABLE TO THE

-2-
<PAGE> 3

COMPANY, REGISTRATION UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED TRANSFER.

THE SHARES SUBJECT TO THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER PURSUANT TO THE TERMS OF THAT STOCK
PURCHASE WARRANT DATED AS OF ____________, 1999, AND ISSUED
BY THE COMPANY. COPIES OF THE STOCK PURCHASE WARRANT MAY BE
OBTAINED FROM THE COMPANY'S SECRETARY.

(b) The Company covenants and agrees that all Warrant
Shares that may be issued upon exercise of this Warrant will, upon
issuance and payment therefor, if applicable, be legally and validly
issued and outstanding, fully paid and nonassessable. The Company
shall at all times reserve and keep available for issuance upon the
exercise of this Warrant such number of authorized but unissued shares
of Common Stock as will be sufficient to permit the exercise in full
of this Warrant.

(c) The Holder hereof and the Company agree to execute
such other documents and instruments as counsel for the Company
reasonably deems necessary to effect the compliance of the issuance of
this Warrant and any Warrant Shares issued upon exercise of this
Warrant with applicable federal and state securities laws. In
furtherance of the foregoing, the Holder represents and warrants:

(i) The Holder has substantial experience in
evaluating and investing in private placement transactions of
securities in companies similar to the Company so that the
Holder is capable of evaluating the merits and risks of its
investment in the Company and has the capacity to protect its
own interests;

(ii) The Holder is acquiring this Warrant, and
will acquire the Warrant Shares, for investment for its own
account and not with a view to, or for resale in connection
with, any distribution thereof. The Holder understands that
this Warrant has not been, and the Warrant Shares will not
be, registered under the Securities Act or any Blue Sky Laws
by reason of exemptions from the registration provisions of
the Securities Act and such Blue Sky Laws that depend upon,
among other things, the bona fide nature of the investment
intent and the accuracy of the Holder's representations;

(iii) The Holder is familiar with the provisions
of Rule 144 under the Act which permits the limited resale of
restricted securities, subject to the satisfaction of certain
conditions;

(iv) The Holder has had an opportunity to discuss
the Company's business, management and financial affairs with
the Company's management and the opportunity to review the
Company's facilities. The Holder has also had an

-3-
<PAGE> 4

opportunity to ask questions of officers of the Company,
which were answered to its satisfaction; and

(v) The Holder is an "accredited investor" as
that term is defined in Rule 501 (a) of Regulation D under
the Act.

5. Transfer of Warrant. This Warrant may not be transferred, in
whole or in part, by Holder without the prior express written consent of the
Company. Notwithstanding the foregoing, this Warrant may be transferred at
Holder's option, to one or more persons, in whole or in part by presentation of
the Warrant to the Company with written instructions for such transfer, so long
as (i) such transferees (a) are members, partners, shareholders or affiliates
of Holder, (b) agree to hold the Warrant subject to all the terms hereof and
(c) agree to execute an Addendum to the Shareholders Agreement, dated as of May
13, 1998, by and among the Company and its shareholders, as amended (the
"Shareholder Agreement") upon exercise of the Warrant to become a party to the
Shareholder Agreement; and (ii) such transfer is in compliance with the
provisions of Paragraph 4 hereof and all applicable laws, provided, however,
that the Company shall have the right to refuse to transfer any portion of this
Warrant to any person who directly competes with the Company or is affiliated
with any such competitor. Upon such presentation for transfer as permitted
hereunder, the Company shall promptly execute and deliver a new Warrant or
Warrants in the form hereof in the name of the assignee or assignees and in the
denominations specified in such instructions. The Company shall pay all
expenses in connection with the preparation, issuance and delivery of Warrants
under this Paragraph 5.

6. Warrant Holder Not Shareholder; Rights Offering. This Warrant
does not confer upon the Holder hereof, as such, any right whatsoever as a
shareholder of the Company. Notwithstanding the foregoing, in the event the
Company should offer to all the Company's shareholders the right to purchase
any securities of the Company, then all of the Warrant Shares shall be deemed
for such purpose to be outstanding and owned by the Holder as of the
subscription date and the Holder shall be entitled to participate in such
rights offering as if it were a shareholder.

7. Adjustment of the Number of Warrant Shares.

(a) To prevent the dilution of the exercise rights
granted under this Warrant, the number of Warrant Shares which the Holder is
initially entitled to receive pursuant to Section 1 upon the exercise of this
Warrant shall be subject to adjustment from time to time pursuant to Subsection
(b) below.

(b) Upon the happening of an Extraordinary Common Stock
Event, the number of Warrant Shares for which the Holder shall thereafter have
the right to exercise this Warrant and thereby to acquire shall, simultaneously
with the happening of such Extraordinary Common Stock Event, be multiplied by a
fraction (the "Fraction"), the numerator of which shall be the number of shares
of Common Stock outstanding immediately after such Extraordinary Common Stock
Event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately prior to such Extraordinary Common Stock Event.

-4-
<PAGE> 5

"Extraordinary Common Stock Event" shall mean (i) the
issuance of additional Common Stock as a dividend or other distribution on
outstanding Common Stock or on any class or series of preferred shares, (ii) a
subdivision or split of outstanding Common Stock into a greater number of
shares of Common Stock or (iii) a combination of outstanding Common Stock into
a smaller number of shares of Common Stock.

(c) Upon the happening of any event requiring an
adjustment or change in the number of Warrant Shares, the Company at its
expense shall promptly compute such adjustment or change in accordance with the
terms of this Section 7 and shall promptly give written notice to the Holder,
which notice shall (i) explain the facts upon which such adjustment or change
is based, (ii) state the adjusted number of Warrant Shares and (iii) set forth
in reasonable detail the methods of calculation.

(d) If any event occurs of the type contemplated but not
expressly provided for by the provisions of this Section 7, then the Company's
Board of Directors shall make an appropriate adjustment in the number of
Warrant Shares to protect the rights of the Holder.

(e) All calculations made under this Section 7 shall be
made to the nearest cent or to the nearest one hundredth of a share, as the
case may be.

(f) The Company will not, by amendment of its Articles of
Incorporation or through reorganization, consolidation, merger, dissolution,
sale of assets or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder against impairment.

8. Recapitalization, Merger, Etc. In the event of (i) any
recapitalization, reorganization or reclassification of the outstanding shares
of capital stock of the Company, or (ii) the merger or consolidation of the
Company with, or the sale of all or substantially all of the assets of the
Company to, or the acquisition of shares of the capital stock of the Company
having a majority of the voting power of the Company by, any other person or
entity or group of affiliated persons or entities, where, in connection with
such event, the holders of Common Stock will be entitled to receive shares,
securities, cash or other property with respect to or in exchange for such
Common Stock, then, as a condition of such transaction, lawful and adequate
provision (in form and substance reasonably satisfactory to the Holder) shall
be made whereby the Holder shall thereafter have the right to receive, upon the
basis and upon the terms and conditions specified herein and in lieu of the
Common Stock of the Company immediately theretofore receivable upon the
exercise of this Warrant, such shares of stock, securities, cash or other
property as may be issuable or payable with respect to or in exchange for the
number of shares of Common Stock immediately theretofore so receivable, and in
any such case, appropriate provision shall be made with respect to the rights
and interests of the Holder such that the provisions hereof (including, without
limitation, provisions for the adjustment of the number of Warrant Shares)
shall thereafter be applicable, as nearly as may be, in relation to any shares
of stock, securities, cash or other property thereafter deliverable upon the
exercise of this Warrant.

-5-
<PAGE> 6

In the event of a merger or consolidation of the Company as a result of which a
greater or lesser number of shares of common stock of the surviving company are
issuable to holders of Common Stock of the Company outstanding immediately
prior to such merger or consolidation, the number of Warrant Shares subject to
this Warrant immediately prior to such merger or consolidation shall be
adjusted in the same manner as though there were a subdivision or combination
of the outstanding Common Stock of the Company. The Company shall not effect
any of the transactions contemplated by clause (ii), above, unless, prior to
the consummation thereof, the other person or entity or group of affiliated
persons or entities who are party to such transaction shall assume, by written
instrument (in form and substance reasonably satisfactory to the Holder),
executed and mailed by first class mail, postage prepaid, to the Holder, the
obligation to deliver to such Holder such shares of stock, securities, cash or
other property as, in accordance with the foregoing provisions, such Holder may
be entitled to receive.

9. Registration Rights. The Company acknowledges and agrees that,
with respect to the Warrant Shares, the Holder will have the registration
rights provided in that certain Shareholder Agreement, dated as of May 13,
1998, by and among the Company, its holders of Common Stock and the Holder, as
amended pursuant to that certain First Addendum to Shareholder Agreement, dated
as of August 25, 1998, that certain Second Addendum to Shareholder Agreement,
dated as of September 21, 1998, that certain Third Addendum to Shareholder
Agreement, dated as of April 14, 1999, and that certain Fourth Addendum to
Shareholder Agreement, dated as of April 22, 1999.

10. Notices. Any and all notices, elections or demands permitted
or required to be made under this Agreement shall be in writing, signed by the
party giving such notice, election or demand and shall be delivered personally,
telecopied, telexed, or sent by certified mail or nationally recognized courier
service (such as Federal Express), to the other party at the address set forth
below, or at such other address as may be supplied in writing and of which
receipt has been acknowledged in writing. The date of personal delivery,
telecopy or telex or one business day after delivery to such courier service or
two business days after mailing, as the case may be, shall be the date of such
notice, election or demand. For the purposes of this Agreement:

<TABLE>
<S> <C>
The address of the Holder
is: Noro-Moseley Partners IV, L.P.
900 North Parkway Square
4200 Northside Parkway
Atlanta, Georgia 30327
Attention: Charles D. Moseley, Jr.
Telecopy No.:(404) 239-9280
</TABLE>

-6-
<PAGE> 7

<TABLE>
<S> <C>
with a copy (which shall
not constitute notice) to:
-----------------------------
-----------------------------
-----------------------------
Attention:
-------------------
Telecopy No.:
----------------

The address of Borrower is:
nFront, Inc.
520 Guthridge Court, N.W.
Suite 100
Norcross, Georgia 30092
Attention:
-------------------
Telecopy No.: 770/209-9093

with a copy (which shall
not constitute notice) to:
Morris, Manning & Martin, L.L.P.
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
Attention: Ward S. Bondurant, Esq.
Telecopy No. (404) 365-9532
</TABLE>

12. Amendment and Waiver. Except as otherwise provided herein, the
provisions of this Warrant may be amended and the Company may take any action
herein prohibited. or omit to perform any act herein required to be performed
by it, only if the Company has obtained the prior written consent of the
Holder.

13. Descriptive Headings; Governing Law. The descriptive headings
of the several paragraphs of this Warrant are inserted for convenience only and
do not constitute a part of this Warrant. ALL QUESTIONS CONCERNING THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC
LAWS OF THE STATE OF GEORGIA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW PROVISIONS OR RULE (WHETHER OF THE STATE OF GEORGIA OR ANY
OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF GEORGIA.

-7-
<PAGE> 8

IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.

"COMPANY":

NFRONT, INC.

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

"HOLDER":

NORO-MOSELEY PARTNERS IV, L.P.

By: MKFJ-IV, L.L.C., General Partner

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

-8-

<PAGE> 1

EXHIBIT 10.23
[FRONT OF CERTIFICATE]

FORM OF

NFRONT, INC.

STOCK INCENTIVE PLAN

STOCK OPTION GRANT CERTIFICATE

NFRONT, INC., a Georgia corporation (the "Company"), hereby grants to
the optionee named below ("Optionee") an option (this "Option") to purchase the
total number of shares shown below of Common Stock of the Company (the
"Shares") at the exercise price per share set forth below (the "Exercise
Price"), subject to all of the terms and conditions on the reverse side of this
Stock Option Grant Certificate and the nFront, Inc. Stock Incentive Plan (the
"Plan"). Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Plan. The terms and conditions set
forth on the reverse side hereof and the terms and conditions of the Plan are
incorporated herein by reference.

In witness whereof, this Stock Option Grant has been executed by the Company by
a duly authorized officer as of the date specified hereon.

NFRONT, INC.

By:
-------------------------------

Title:
----------------------------

Date of Grant:

Type of Stock Option:

Shares Subject to Option:

Exercise Price Per Share:

Term of Option:

Shares subject to issuance under this Option shall vest according to the four
(4) year vesting schedule set forth in Section 10 on the reverse of this Stock
Option Grant Certificate.

Vesting Service Commencement Date:

Optionee hereby acknowledges receipt of a copy of the Plan, represents
that Optionee has read and understands the terms and provisions of the Plan,
and accepts this Option subject to all the terms and conditions of the Plan and
this Stock Option Grant Certificate. Optionee acknowledges that there may be
adverse tax consequences upon exercise of this Option or disposition of the
Shares and that Optionee should consult a tax adviser prior to such exercise or
disposition.

- -------------------------------------
Signature of Optionee

- -------------------------------------
Name of Optionee

<PAGE> 2

[BACK OF CERTIFICATE]

1. EXERCISE PERIOD OF OPTION. Subject to the terms and conditions of this
Option and the Plan, and unless otherwise modified by a written modification
signed by the Company and Optionee, this Option may be exercised with respect
to the Shares after Options have vested only according to the vesting schedule
described in Section 10 below.

2. RESTRICTIONS ON EXERCISE. This Option may not be exercised unless such
exercise is in compliance with the Securities Act of 1933 and all applicable
state securities laws, as they are in effect on the date of exercise, and the
requirements of any stock exchange or national market system on which the
Company's Common Stock may be listed at the time of exercise. Optionee
understands that the Company is under no obligation to register, qualify or
list the Shares with the Securities and Exchange Commission ("SEC"), any state
securities commission or any stock exchange to effect such compliance.

3. TERMINATION OF OPTION. This Option may not be exercised after the date
which is thirty (30) days after Optionee ceases to perform services for the
Company, or any Parent or Subsidiary. Optionee shall be considered to perform
services for the Company, or any Parent or Subsidiary, for all purposes under
this Section and Section 10 hereof, if Optionee is an officer or full-time
employee of the Company, or any Parent or Subsidiary, or if the Board
determines that Optionee is rendering substantial services as a part-time
employee, consultant, contractor or advisor to the Company, or any Parent or
Subsidiary. The Board shall have discretion to determine whether Optionee has
ceased to perform services for the Company, or any Parent or Subsidiary, and
the effective date on which such services cease (the "Termination Date").
Notwithstanding anything contained herein to the contrary, if the corporate
position of Optionee is, at any time, altered or revised such that Optionee's
responsibilities are materially reduced or decreased for any reason, as
determined by the Board in its sole discretion, the vesting of Shares under
Section 10 shall cease, effective as of the date of such reduction in
Optionee's employment responsibilities.

(a) Termination Generally. If Optionee ceases to perform services for
the Company, or any Parent or Subsidiary, for any reason, except death or
disability (within the meaning of Code Section 22(e)(3)), this Option shall
immediately be forfeited, along with any and all rights or subsequent rights
attached thereto, thirty (30) days following the Termination Date, but in no
event later than the Expiration Date.

(b) Death or Disability. If Optionee ceases to perform services for
the Company, or any Parent or Subsidiary, as a result of the death or
disability of Optionee (as determined by the Board in its sole discretion),
this Option, to the extent (and only to the extent) that it would have been
exercisable by Optionee on the Termination Date, may be exercised by Optionee
(or, in the event of Optionee's death, by Optionee's legal representative)
within ninety (90) days after the Termination Date, but in no event later than
the Expiration Date.

(c) No Right to Employment. Nothing in the Plan or this Stock Option
Grant Certificate shall confer on Optionee any right to continue in the employ
of, or other relationship with, the Company, or any Parent or Subsidiary, or
limit in any way the right of the Company, or any Parent or Subsidiary, to
terminate Optionee's employment or other relationship at any time, with or
without cause.
<PAGE> 3

4. MANNER OF EXERCISE.

(a) Exercise Agreement. This Option shall be exercisable by delivery
to the Company of an executed Exercise and Shareholder Agreement ("Exercise
Agreement") in the form of the Exercise Agreement delivered to Optionee, if
applicable, or in such other form as may be approved or accepted by the
Company, which shall set forth Optionee's election to exercise this Option with
respect to some or all of the Shares, the number of Shares being purchased, any
restrictions imposed on the Shares, and such other representations and
agreements as may be required by the Company to comply with applicable
securities laws.

(b) Exercise Price. Such notice shall be accompanied by full payment
of the Exercise Price for the Shares being purchased. Payment for the Shares
may be made in U.S. dollars in cash or by check.

(c) Withholding Taxes. Prior to the issuance of Shares upon exercise
of this Option, Optionee must pay, or make adequate provision for, any
applicable federal or state withholding obligations of the Company. Where
approved by the Board, Optionee may provide for payment of withholding taxes
upon exercise of the Option by requesting that the Company retain Shares with a
Fair Market Value equal to the minimum amount of taxes required to be withheld.
In such case, the Company shall issue the net number of Shares to Optionee by
deducting the Shares retained from the Shares exercised.

(d) Issuance of Shares. Provided that such notice and payment are in
form and substance satisfactory to counsel for the Company, the Company shall
cause the Shares to be issued in the name of Optionee or Optionee's legal
representative.

5. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If this Option is an
ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired
pursuant to the ISO on or before the later of: (a) the date two (2) years after
the Date of Grant, or (b) the date one (1) year after exercise of the ISO, with
respect to the Shares to be sold or disposed, Optionee shall immediately notify
the Company in writing of such sale or disposition. Optionee acknowledges and
agrees that Optionee may be subject to income tax withholding by the Company on
the compensation income recognized by Optionee from any such early disposition
by payment in cash or out of the current wages or earnings payable to Optionee.

6. NONTRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner, other than by will or by the laws of descent and distribution, and may
be exercised during Optionee's lifetime only by Optionee. The terms of this
Option shall be binding upon the executor, administrators, successors and
assigns of Optionee.

7. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT THE GRANT AND EXERCISE OF
THIS OPTION, AND THE SALE OF SHARES OBTAINED THROUGH THE EXERCISE OF THIS
OPTION, MAY HAVE TAX IMPLICATIONS THAT COULD RESULT IN ADVERSE TAX CONSEQUENCES
TO OPTIONEE. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH, OR WILL
CONSULT WITH, HIS OR HER TAX ADVISOR AND OPTIONEE FURTHER ACKNOWLEDGES THAT
OPTIONEE IS NOT RELYING OF THE COMPANY FOR ANY TAX, FINANCIAL OR LEGAL ADVICE.

8. INTERPRETATION. Any dispute regarding the interpretation of this Stock
Option Grant Certificate shall be submitted by Optionee or the Company to the
Board or the Committee, which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the Board or Committee shall be
final and binding on the Company and Optionee.
<PAGE> 4

9. ENTIRE AGREEMENT. The Plan and the Exercise Agreement are incorporated
herein by this reference. Optionee acknowledges and agrees that the granting of
this Option constitutes a full accord, satisfaction and release of all
obligations or commitments made to Optionee by the Company or any of its
officers, directors, shareholders or affiliates with respect to the issuance of
any securities, or rights to acquire securities, of the Company or any of its
affiliates. This Stock Option Grant Certificate, the Plan and the Exercise
Agreement constitute the entire agreement of the parties hereto, and supersede
all prior undertakings and agreements with respect to the subject matter
hereof.

10. VESTING OF OPTIONS. Subject to the terms of the Plan, this Option and
the Exercise Agreement, the Option shall vest as set forth below. For purposes
of this Section, "Continuous Service" means a period of continuous performance
of services by Optionee for the Company, a Parent, or a Subsidiary, on and
after the Vesting Service Commencement Date.

Four Year Vesting: Options shall vest after Optionee has completed the
following periods of Continuous Service following the date of grant:

(1) After twenty-four (24) months of Continuous Service, fifty percent
(50%) of the Shares; and

(2) Thereafter, at the rate of 25% for each twelve (12) months of
Continuous Service, with 100% vesting on completion of 48 months of Continuous
Service. Any partial share vesting resulting from application of the vesting
formula shall be rounded down to the next whole share.

<PAGE> 1

EXHIBIT 10.24

CONSULTING AGREEMENT

THIS AGREEMENT is made and entered into as of May 25, 1999 by and
between NFRONT, INC., a Georgia corporation (hereinafter referred to as
"nFront"), and BRADY L. RACKLEY, JR., an individual resident of the State of
Georgia (hereinafter referred to as "Consultant").

WHEREAS, nFront desires to engage Consultant, upon the terms and
conditions hereinafter set forth, to provide sales and marketing services to
nFront, and Consultant desires to provide such services to nFront; and

WHEREAS, nFront and Consultant mutually desire to set forth their
understandings in a written agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby mutually understood
and agreed as follows:

1. Scope of Consultant's Services. Consultant shall provide to
nFront sales and marketing services (the "Services"). The scope of the Services
may be amended from time to time by written agreement of Consultant and nFront.

2. Compensation; Expenses. In consideration of the performance by
Consultant of the Services, nFront shall pay to Consultant $70,000 per year.

3. Term; Termination. Either party may terminate this Agreement
upon thirty (30) days written notice to the other party. The termination of
this Agreement shall not affect any right or obligations that have accrued as
of the time of such termination.

4. Miscellaneous. This Agreement shall be controlled and
construed under the laws of the State of Georgia without regard to its
principles of conflicts of law. This Agreement shall be changed or modified
except by amendment hereto in writing and signed by both parties to this
Agreement. The Consultant shall not assign either the benefits or the
obligations of this Agreement. This Agreement shall be executed in two or more
counterparts, each of which shall be considered an original.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed effective the day and year first above written.

NFRONT, INC.

By: /s/ Brady L. "Tripp" Rackley III
------------------------------------

Title: Chairman/Chief Executive Officer

/s/ Brady L. Rackley, Jr.
----------------------------------------
BRADY L. RACKLEY, JR.

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts" and to the use of our report dated April 22, 1999, except
for Note 12, as to which the date is May 28, 1999, in Amendment No. 1 to the
Registration Statement (Form S-1 No. 333-76955) and related Prospectus of
nFront, Inc.

/s/ Ernst & Young LLP

Atlanta, Georgia

May 28, 1999