Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Firstwave Technologies, Inc.
Suite 1000
2859 Paces Ferry Road
Atlanta, Georgia 30339

You are cordially invited to attend the Annual Meeting of Shareholders of Firstwave Technologies, Inc. (the "Company"), which will be held at 2:00 P.M. on May 2, 2002 at the Company's corporate offices located at 2859 Paces Ferry Road, Suite 1000, Atlanta, Georgia 30339.

The principal business of the meeting will be (i) to elect five directors until the next annual meeting, (ii) to present for shareholder approval an amendment of the Company's 1993 Stock Option Plan to increase the number of shares reserved for future grants under the plan from 466,667 to 516,667, and (iii) to present for shareholder approval an amendment of the Company's Employee Stock Purchase Plan to increase the number of shares of common stock reserved for possible purchase by Company employees from 30,000 to 40,000. During the meeting, we will review the results of the past year and report on significant aspects of our operations for 2002.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please take the time to complete, sign, date, and return the enclosed proxy card in the postage-prepaid envelope provided so that your shares will be voted at the meeting. If you decide to attend the meeting, you may, of course, revoke your proxy and personally cast your vote.

Firstwave Technologies, Inc.
Suite 1000
2859 Paces Ferry Road
Atlanta, Georgia 30339

The Annual Meeting of Shareholders of Firstwave Technologies, Inc. (the "Company") will be held at 2:00 P.M. on May 2, 2002, at the Company's corporate offices, 2859 Paces Ferry Road, Suite 1000, Atlanta, Georgia 30339. The meeting is called for the following purposes:

The Board of Directors has fixed the close of business on March 19, 2002, as the record date for the purpose of determining the shareholders who are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof.

The officers and directors of the Company cordially invite you to attend the meeting. To ensure your representation at the meeting, you are urged to mark, date, sign and return the enclosed proxy as promptly as possible in the postage-prepaid envelope endorsed for that purpose. YOU MAY REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE MEETING. ANY SHAREHOLDER ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE REQUEST YOU COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES WILL BE REPRESENTED.

Firstwave Technologies, Inc.
Suite 1000
2859 Paces Ferry Road
Atlanta, Georgia 30339

This Proxy Statement is furnished by and on behalf of the Board of Directors of Firstwave Technologies, Inc. (the "Company") in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders of the Company to be held at 2:00 P.M. on May 2, 2002, at the Company's corporate offices located at 2859 Paces Ferry Road, Suite 1000, Atlanta, Georgia 30339, and at any adjournments or postponements thereof (the "Annual Meeting"). This Proxy Statement and the enclosed proxy card will be first mailed on or about April 1, 2002 to the Company's shareholders of record on March 19, 2002 (the "Record Date").

THE COMPANY'S BOARD OF DIRECTORS URGES YOU TO COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE PREPAID ENVELOPE PROVIDED.

Class		Shares Outstanding March 19, 2002	Votes Entitled to be Cast
Common Stock		2,100,351	2,100,351
Series A Preferred		10,000	161,812
Series B Preferred		7,020	86,667
Series C Preferred		16,667	694,458

	Total Votes Entitled to be Cast	2,134,038	3,043,288

The Board of Directors of the Company presently consists of five members. The current terms of all existing directors expire upon the election and qualification of the directors to be selected at this Annual Meeting. The Board of Directors has nominated the present members of the Board of Directors, Roger A. Babb, Richard T. Brock, John F. Keane, Michael T. McNeight, and James R. Porter, for re-election to the Board of Directors at the Annual Meeting, each to serve until the 2003 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

All Shares represented by properly executed proxies received in response to this solicitation and not revoked before they are exercised will be voted in the manner specified therein by the shareholders. If no specification is made, the proxy will be voted FOR the election of the nominees listed in this Proxy Statement to the Board of Directors. Each nominee has consented to serve as a director of the Company if elected. If at the time of the Annual Meeting any nominee is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy card will be exercised to vote for a substitute candidate designated by the Board of Directors, but in no event will the proxy be voted for more than five nominees. The Board of Directors has no reason to believe that any of its nominees will be unable or will decline to serve as a director.

Shareholders may withhold their votes from the entire slate of nominees by so indicating in the space provided on the enclosed proxy card. Shareholders may withhold their votes from any particular nominee by writing that nominee's name in the space provided for that purpose on the enclosed proxy card.

Set forth below is certain information furnished to the Company by each nominee.

Mr. Babb has been a director of the Company since March, 1999. He is President and Founder of Operation Simulation Associates, Inc., a software company developing power system simulation software and providing consulting services to the electric power industry. He is also Chief Executive Officer of Babb International and a director of Babb Lumber Company, Inc., both are building material manufacturing companies. He earned his BS in Electrical Engineering from the Georgia Institute of Technology.

Mr. Brock has been a director of the Company since the Company's inception in October 1984, and currently serves as the Company's President and Chief Executive Officer. He also served as the Company's Chief Executive Officer from October 1984 until November 1992, and from November 1994 until December 1996. Mr. Brock is the founder of Brock Capital Partners, a capital investment firm. He is also a director of Datastream Systems, Inc., a leading provider of maintenance software. Prior to founding the Company, Mr. Brock founded and served as Chief Executive Officer of Management Control Systems, Inc. Mr. Brock received a MBA from Louisiana State University and a BS from Spring Hill College. He is also a Certified Public Accountant.

Mr. Keane has been a director of the Company since December 1997. He is Chairman of Keane, Inc., an application development, outsourcing, and integration services firm, which he founded in 1965. Previous to this, Mr. Keane held various positions in marketing for IBM and was a consultant for Arthur D. Little. He serves as a director of Perkin Elmer, Inc. a global technology company that supplies products to industrial markets. He also serves as a director of American Power Conversion, a provider of power protection systems and iPower Logistics, an e-marketplace for industrial distributors and manufacturers. He is a graduate of Harvard College and Harvard School of Business.

Mr. McNeight has been a director of the Company since May 1998. He served as Vice President of Sales Operations of Internet Security Systems, Inc., a software company providing network security analysis and intrusion detection systems from 1996 until his retirement in 2000. From 1995 to 1996, Mr. McNeight was Senior Vice President at TSW International, Inc., a leading supplier of plant performance and maintenance management software. From 1993 through 1994, he served as Vice President and then President and Chief Executive Officer of Aurum Software, Inc., a leading software company specializing in sales, marketing and customer support automation. He received his BA from Oklahoma State University and his MS from Texas Christian University.

Mr. Porter has been a director of the Company since the Company's initial public offering in March 1993. He served from September 1985 until February 1997 as President, Chief Executive Officer and a director of Triad Systems Corporation, a provider of business and information management solutions for the retail hard lines industry and the automotive aftermarket. From February 1997 through June 1999, Mr. Porter served as Chairman of the Board of CCI/Triad and continues to serve on the CCI/Triad Board of Directors. Previously, he served as Executive Vice President of Informatics General Corporation and United Systems International. Mr. Porter serves on the Board of Regents of Pepperdine University and on the Board of Trustees of Abilene Christian University. Mr. Porter is also a director of Silicon Valley Bank, Cardone Industries, Inc., CCI/Triad, and American Central Gas Technologies. Mr. Porter earned his BS from Texas A&M and attended Harvard Graduate School of Business.

Directors are elected by a plurality of the votes cast, which means the five nominees who receive the highest number of votes FOR, in person or by proxy, will be elected as directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION AS DIRECTORS OF THE NOMINEES LISTED ABOVE.

The Company's Board of Directors held seven meetings during 2001. The Board has an Audit Committee and a Compensation Committee, but does not have a Nominating Committee. No director attended less than 75% of the aggregate number of meetings of the Board and the committees of the Board on which he served.

The Audit Committee in 2001 consisted of Messrs. Keane, McNeight, Porter, and Babb. Mr. Keane served as Chairman of the Audit Committee during 2001. The responsibilities of the Audit Committee include, in addition to such other duties as the Board may specify, reviewing and making recommendations to the Board regarding the Company's engagement of independent accountants, the annual audit of the Company's financial statements, and the Company's internal accounting practices and policies. The Audit Committee met twice during 2001. The Audit Committee adopted its Audit Committee Charter on March 29, 2001.

The Compensation Committee in 2001 consisted of Messrs. Keane, McNeight, Porter, and Babb. Mr. Porter served as Chairman of the Compensation Committee during 2001. The responsibilities of the Compensation Committee include, in addition to such other duties as the Board may specify, making recommendations to the Board regarding compensation arrangements for senior management of the Company (including annual bonus compensation), the adoption of any compensation plans in which management is eligible to participate and the grants of stock options or other benefits under such plans. The Compensation Committee met four times during 2001.

During 2001, each non-management director of the Company received an annual retainer of $5,000 and a fee of $2,500 for each day on which he attended a Board or committee meeting. During 2001, each non-management director of the Company was granted options to purchase a total of 1,667 shares of Common Stock pursuant to the Company's 1993 Stock Option Plan. All such options were granted at fair market value on the date of grant, vest over four years, and have an exercise period of ten years. Directors are reimbursed for expenses incurred in connection with attendance at Board and committee meetings.

The executive officers of the Company serve at the discretion of the Board of Directors. At the end of 2001, the executive officers of the Company consisted of Richard T. Brock, R. Kelly Mayo, Debbie Qaqish, and Judith A. Vitale. Set forth below is certain information furnished by each of the current officers of the Company.

Mr. Mayo joined the Company in December of 2000 as the Vice President of Technical Services. Before joining Firstwave, Mr. Mayo was responsible for managing the Professional Services department for S1 Corporation, a provider of innovative eFinance solutions and services that are centered on banking, brokerage and insurance. Prior to S1, Mr. Mayo served as the Managing Consultant for International Systems Consultants, Inc., a provider of consulting and training services. From 1992 to 1999, he held several Project Management positions at The Coca-Cola Company. Mr. Mayo has a BSBA in Data Processing/Quantitative Analysis from the University of Arkansas.

Ms. Qaqish joined the Company as Vice President of Sales and Marketing in December 2001. Prior to joining Firstwave, she was Vice President of Sales and Marketing for Mentorix Technologies, an IT and e-learning company in 2001, and Vice President of Sales and Marketing of the Knowledge Solutions Business division of NIIT (USA), a global IT and learning solutions provider, from 1999 to 2000. Ms. Qaqish was Vice President of Major Accounts and Professional Services for ExecuTrain, a global IT training company, from 1997 to 1999, and Director of Sales Process Automation Consulting Group of Achieve Global, a CRM software company, from 1995 to 1997. Ms. Qaqish has a BA in International Business from Auburn University and an MBA from Kennesaw State University.

Ms. Vitale has served the Company as Chief Financial Officer since November of 2001. Prior to that time, she held various positions with the Company since its formation in October 1984, including Vice President and Director of Finance and Administration, Manager of Administration, Manager of Finance, and Corporate Controller. From 1979 until the formation of the Company, Ms. Vitale was the Manager of Administration at Management Control Systems, Inc. She has a BS in Management from Shorter College.

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's directors, executive officers and persons who own beneficially more than 10% of the Company's Common Stock to file reports of ownership and changes in ownership of such stock with the Securities and Exchange Commission (the "SEC") and the National Association of Securities

Dealers, Inc. Directors, executive officers, and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all such forms they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, all of its directors and executive officers complied during 2001 with all applicable Section 16(a) filing requirements.

The following table sets forth information concerning (i) those persons known by management of the Company to own beneficially more than 5% of the Company's outstanding Common Stock, (ii) the directors and director nominees of the Company, (iii) the executive officers named in the Summary Compensation Table included elsewhere herein (the "Named Executive Officers"), and (iv) all directors and current executive officers of the Company as a group. Except as otherwise indicated in the footnotes below, such information is provided as of March 15, 2002. According to rules adopted by the SEC, a person is the "beneficial owner" of securities if he or she has or shares the power to vote them or to direct their investment or has the right to acquire beneficial ownership of such securities within 60 days through the exercise of an option, warrant, or right, conversion of a security or otherwise. Except as otherwise noted, the indicated owners have sole voting and investment power with respect to shares beneficially owned, and their address is 2859 Paces Ferry Road, Suite 1000, Atlanta, Georgia 30339. An asterisk in the percent of class column indicates beneficial ownership of less than 1% of the outstanding Common Stock. All share amounts have been adjusted to reflect a one-for-three reverse split of the Company's Common Stock effective September 12, 2001.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Richard T. Brock	1,241,472	(1)	40.8	%
Mercury Fund I and II	444,459	(2)	14.6	%
Roger A. Babb	41,272	(3)	1.4	%
James R. Porter	25,488	(4)	*
Judith A. Vitale	12,614	(5)	*
Michael T. McNeight	10,836	(6)	*
John F. Keane	9,169	(7)	*
R. Kelly Mayo	4,773	(8)	*

All directors and executive officers as a group (8 persons)	1,790,083	(9)	58.8	%

Under the SEC rules for proxy statement disclosure of executive compensation, the Compensation Committee of the Board of Directors of the Company has prepared the following report on executive compensation. Set forth below is a discussion of the Company's executive compensation philosophy and policies as established and implemented by the Compensation Committee for 2001.

In past years, the Compensation Committee set the levels and types of compensation for its executive officers based generally upon (i) perceived levels and types of compensation paid by the Company's competitors to their executive officers, (ii) the desire to have some portion of each executive officer's compensation be incentive in nature, and (iii) an evaluation of each executive officer's ability to contribute to the continued success of the Company. During 2001, the executive officers agreed to forgo any short term incentive compensation during the year.

In light of the Company's compensation policy, the components of its executive compensation program in 2002 will be base salaries, short-term incentive awards in the form of cash bonuses or commissions, and long-term incentive awards in the form of stock options. The procedure used to determine the level of each of these components of compensation is discussed in more detail below.

Base Salaries. The Compensation Committee typically reviews various studies and reports regarding base salary levels for officers of other public companies in the software industry holding the same or similar positions as the executive officers of the Company. Although the data used by such compensation consultants may be available publicly, the Compensation Committee uses such industry information in the form provided by its compensation consultants to take advantage of the analytical input provided by such consultants that makes such industry information more directly applicable to the Company and the functions performed by its executive officers, including the Named Executive Officers. The Compensation Committee then sets each officer's salary level based on the officer's experience level, the scope and complexity of the position held (taking into account any changes to be made), and the officer's performance during the past year.

Short-Term Incentive Compensation—Bonuses and Commissions. The goal of the short-term incentive component of the Company's compensation packages is to place a significant portion of each officer's compensation at risk to encourage and reward a high level of performance each year.

Generally, the Compensation Committee seeks to set short-term incentive compensation levels at 20% to 50% of total compensation. The criteria for earning bonuses differ slightly for each officer depending upon his or her functional duties, but generally includes a Company-level financial performance target (usually growth in revenues and/or operating income, as indicated above) and individual performance objectives (not necessarily financial in nature).

Long-Term Incentive Compensation—Stock Options. The goal of the long-term incentive component of the Company's compensation packages is to secure, motivate, and reward officers and align their interests with the interests of shareholders through the grant of stock options. Under the Option Plan, the Compensation Committee is authorized to grant incentive and non-qualified stock options to key employees. The number of options granted is based on the position held by the individual, his or her performance, the prior level of equity holdings by the officer and the Compensation Committee's assessment of the officer's ability to contribute to the long-term success of the Company. The Compensation Committee receives and takes into account data provided by its compensation consultants regarding executives in comparable positions and management's recommendations concerning proposed option grants. No particular weight is given to any single factor. Options granted generally vest in equal annual increments over a period of four years and terminate at

the end of 10 years. For a summary of option grants in 2001 to the Company's Named Executive Officers, see "Executive Compensation Tables—Table II—Option Grants in 2001."

Compensation of the Chief Executive Officer. The Compensation of Mr. Brock was established for 2001 by the Compensation Committee. His base salary for 2001 was $240,000, which represented no increase from his salary in 2000. The salary was based on the Compensation Committee's assessment of Mr. Brock's contributions to the Company and his experience and capabilities in the Company's industry. As stated earlier, Mr. Brock did not have a short-term incentive compensation plan for 2001.

Compensation of the Chief Financial Officer. The Compensation of Ms. Vitale was established for 2001 by the Compensation Committee. Her base salary for 2001 was $155,000. The salary was based on the Compensation Committee's assessment of Ms. Vitale's contributions to the Company and her experience and capabilities in the Company's industry. As stated earlier, Ms. Vitale did not have a short-term incentive compensation plan for 2001.

Limitations on Deductibility of Compensation. Under the Omnibus Budget Reconciliation Act, a portion of annual compensation payable after 1993 to any of the Company's five highest paid executive officers would not be deductible by the Company for federal income tax purposes to the extent such officer's overall compensation exceeds $1,000,000. Qualifying performance-based incentive compensation, however, would be both deductible and excluded for purposes of calculating the $1,000,000 base. Although the Compensation Committee has not and does not presently intend to award compensation in excess of the $1,000,000 cap, it will continue to address this issue when formulating compensation arrangements for executive officers.

The report on executive compensation of the Board of Directors shall not be deemed to be incorporated by reference as a result of any general incorporation by reference of this Proxy Statement or any part hereof in the Company's Annual Report to Shareholders or Form 10-K.

During 2001, the Compensation Committee of the Board of Directors consisted of Messrs. Babb, Keane, McNeight, and Porter, with Mr. Porter serving as Chairman. None of such members serves or has served as an officer or employee of the Company. No executive officer of any entity with an executive officer of the Company serving as one of its directors served on the Company's Board of Directors during 2001.

On February 12, 2001, Richard Brock loaned the Company $750,000, pursuant to the terms of a promissory note with interest paid annually at nine percent (9%), with a maturity date of January 15, 2002.

On April 26, 1999, the Company sold 10,000 shares of its Series A Convertible Preferred Stock for an aggregate purchase price of $1,000,000 to Mr. Brock, the Company's Chief Executive Officer. The Series A Convertible Preferred Stock accumulates dividends at a rate of 9% that are payable in cash. For the year of 1999, the Company paid $61,444 of dividends in cash to Mr. Brock in January, 2000, pursuant to the terms of the preferred stock. For the year of 2000, the Company paid $90,000 in

dividends in cash with interest over twelve months, in equal payments, to Mr. Brock, beginning February 15, 2001, pursuant to the terms of the preferred stock. For the year of 2001, the Company paid $90,000 of dividends in cash to Mr. Brock in January of 2002, pursuant to the terms of the preferred stock. The Preferred Stock is convertible into Common Stock of the Company at the option of the holder at a conversion price of $6.18.

On November 15, 2000, the Company sold 5,000 shares of its Series B Convertible Preferred Stock for an aggregate purchase price of $500,000 to Mr. Brock, and issued 250 shares of its Series B Convertible Preferred Stock for an aggregate purchase price of $25,000 to Mr. Jim Porter, a director of the Company. The Series B Convertible Preferred Stock accumulates dividends at a rate of 9% that are payable in cash. For the years 2000 and 2001, the Company paid $50,671 of dividends in cash to Mr. Brock and $2,453 of dividends in cash to Mr. Porter in January of 2002. The Preferred Stock is convertible after a period of six months from issuance into Common Stock of the Company at the option of the holder at a conversion price of $8.10.

On July 18, 2001, Mr. Brock executed a new convertible secured promissory note in exchange for the promissory note dated February 12, 2001, providing for the automatic conversion of the note into preferred stock upon the required shareholder approval. Such approval was obtained September 7, 2001 at a Special Meeting of Shareholders, and the note was automatically converted into 10,000 shares of Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock accumulates dividends at a rate of 9% that are payable in cash monthly. For the year of 2001, the Company paid $21,452 of dividends in cash to Mr. Brock, pursuant to the terms of the preferred stock. The Preferred Stock is convertible into Common Stock of the Company at the option of the holder at a conversion price of $1.80.

On July 18, 2001, Mercury Fund II, Ltd. invested $500,025 in the Company through the form of a purchase of a convertible secured promissory note that would automatically convert into equity in the form of preferred stock when the required shareholder approval was obtained. Such approval was obtained September 7, 2001 at a Special Meeting of Shareholders, and the investment was automatically converted into 6,667 shares of Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock accumulates dividends at a rate of 9% that are payable in cash monthly. For the year of 2001, the Company paid $14,302 of dividends in cash to Mercury Fund II, Ltd., pursuant to the terms of the preferred stock. The Preferred Stock is convertible into Common Stock of the Company at the option of the holder at a conversion price of $1.80.

The transactions relating to the conversion of Mr. Brock's promissory note and the issuance of Series C Preferred Stock were described in detail in the Company's proxy statement mailed to shareholders in August 2001 in connection with the September 7, 2001 Special Meeting of Shareholders.

Other than compensation arrangements described elsewhere in this Proxy Statement and the above referenced transactions, the Company was not a party to any transaction (or series of transactions) nor did it have any relationship with any related party requiring disclosure of such transaction or relationship under applicable SEC disclosure rules during 2001.

The following tables set forth certain information required by the SEC relating to various forms of compensation earned by the persons serving as Chief Executive Officer ("CEO") of the Company during 2001 and the other executive officers whose total salary and bonus for 2001 equaled or exceeded $100,000.

Table I presents the total compensation paid to or accrued by the Named Executive Officers during 1999, 2000, and 2001.

Table II presents information regarding options granted to the Named Executive Officers during 2001 to purchase shares of Common Stock. In accordance with SEC rules, the table shows the hypothetical "gains" or "option spreads" that would exist for the respective options based on assumed rates of annual compound stock price appreciation of 5% and 10% from the date the options were granted over the full option term.

Table III—Aggregated Option Exercises in 2001 and 2001 Year-End Option Values

Table III presents information regarding options exercised for shares of the Common Stock during 2001 and the value of unexercised options held at December 31, 2001. There were no options exercised for shares of the Common Stock during 2001 and there were no SARs outstanding during 2001. Accordingly, columns relating to such awards have been omitted. The value of unexercised in-the-money options at year-end was calculated based on $1.03, the closing sale price of a share of Common Stock reported on the Nasdaq SmallCap Market on December 31, 2001.

The following indexed line graph indicates the Company's total return to shareholders from December 31, 1996 to December 31, 2001, as compared to total return for the Russell 2000 and Russell 2000-Technology indices for the same period. The Russell 2000 index is comprised of the 2,000 publicly traded companies with market capitalizations (in terms of number of shares outstanding) ranked immediately below the 1,000 companies with the highest market capitalizations. The Russell 2000-Technology index is comprised of the 2,000 publicly traded companies in the high-technology industry with market capitalizations (in terms of number of shares outstanding) ranked immediately below the 1,000 companies in the high-technology industry with the highest market capitalizations.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG FIRSTWAVE TECHNOLOGIES, INC., THE RUSSELL 2000 INDEX
AND THE RUSSELL 2000 TECHNOLOGY SECTOR INDEX

* $100 Invested on 12/31/96 in stock or index—
including reinvestment of dividends.
Fiscal year ending December 31.

The Firstwave Technologies, Inc. 1993 Stock Option Plan (the "Option Plan") permits the issuance of both incentive and non-qualified stock options to purchase Common Stock to directors and employees of the Company. The Option Plan currently provides for the grant of options to purchase up to 466,667 shares of Common Stock to such directors and key employees, as adjusted for the one-for-three reverse stock split of the Company's Common Stock effective September 12, 2001. The Company announced on February 19, 2002, that it was offering each of its directors and employees who hold options under the Option Plan with an exercise price of greater than $10.00 the opportunity to surrender those options for cancellation in exchange for new options to be granted approximately six months and one day after cancellation. Approximately 81,684 options were exchanged under this program, and the Company will grant a like number of new options on September 20, 2002. As of March 19, 2002, options to purchase 336,976 shares (net of forfeitures) had been granted under the Option Plan, and 81,684 shares were reserved for grant under the option exchange program, leaving 48,007 shares available for future grants. As a result of the option exchange program, the Company does not intend to grant any options to any of the directors and employees who participated in the option exchange program until on or after September 20, 2002. The number of shares reserved under the Option Plan is subject to adjustment in the event of stock dividends, stock splits, recapitalizations, and similar events. The primary purpose of the Option Plan is to secure and retain employees and directors by giving them an opportunity to invest in the future success of the Company.

The proposed amendment of the Option Plan, if approved by the shareholders of the Company, would increase from 466,667 to 516,667 the number of shares available for grants of options under the Option Plan. If the amendment of the Option Plan is approved, the Company will have 98,007 shares available for future grants under the Option Plan. Options to purchase shares of Common Stock reserved for issuance under the Option Plan may be granted to employees (57 persons as of March 19, 2002), including executive officers (four persons), and to non-employee directors (four persons).

The Option Plan is administered by a committee of the Board of Directors made up of at least two members. The Board of Directors will consider the advisability of complying with the disinterested standards contained in Section 162(m) of the Internal Revenue Code (the "Code") and in Rule 16(b)(3) (promulgated under the Securities Exchange Act of 1934) when appointing members. The Compensation Committee of the Board of Directors presently serves in this capacity.

The Compensation Committee selects the individuals to receive options, determines the type of option granted, the number of shares subject to an option and the other terms and conditions of an option consistent with the provisions of the Option Plan; provided, however, that all terms and conditions of the grants of options to directors, as described below, are determined by the provisions of the Option Plan. No employee, however, may be granted during any single fiscal year of the Company the rights to shares of Common Stock under options and stock appreciation rights which, in the aggregate, exceed 100,000 shares of Common Stock. The Compensation Committee also interprets the provisions of the Option Plan and may prescribe, amend and rescind rules and regulations relating to it. The Compensation Committee is also under certain circumstances authorized to delegate to one or more officers of the Company authority to grant options to any prospective optionee who is not and will not at the time of the option grant be a "reporting person" for purposes of Section 16 of the Securities Exchange Act of 1934.

Options granted pursuant to the Option Plan are nontransferable except by will or the laws of descent and distribution. The exercise price of each option granted may be paid in cash or, if the

optionee's agreement so provides, in shares previously owned by the optionee, by any combination of shares and cash or by means of a "cashless exercise" through a broker. The term of an incentive stock option may not exceed ten years from the date of grant and the exercise price of an incentive stock option may not be less than the fair market value of the Common Stock on the date of grant (or less than 110% of the fair market value if the optionee owns more than 10% of the outstanding Common Stock).

Options granted under the Option Plan are exercisable in such amounts, at such intervals and upon such terms as the Compensation Committee shall provide in written agreements reflecting the options, subject to certain limitations specified in the Option Plan.

Each non-management director is eligible to receive an option to acquire 1,667 shares of the Common Stock annually if they continue in service through their respective service anniversary dates (as described in the Option Plan). These grants of options to directors have a term of ten years and become exercisable in annual one-fourth increments following the date of grant and have a per share exercise price equal to the fair market value of a share of Common Stock determined as of the option grant date.

Prior to certain changes of control of the Company, unless the surviving entity agrees to assume the options, provisions shall be made to cause each outstanding option to become fully exercisable prior to the change in control and to terminate upon consummation of the transaction or event causing the change in control.

For additional information concerning the number and type of options issued pursuant to the Option Plan through the end of 2001, see "Executive Compensation—Table I—Summary Compensation Table" and "—Table II—Option Grants in 2001." For additional information concerning option exercises in 2001, see "Executive Compensation—Table III—Aggregated Option Exercises in 2001 and 2001 Year-End Option Values." As of March 19, 2002, the closing sale price of a share of Common Stock reported on the Nasdaq SmallCap Market was $3.50.

Set forth below is the number of incentive and non-qualified options that had been granted to certain employees and certain groups of employees or directors and remained outstanding as of December 31, 2001.

Name	Incentive Options Granted(1)	Non-Qualified Options Granted(1)
Richard T. Brock	9,084	8,334
R. Kelly Mayo	27,416	—
Debbie N. Qaqish	15,000	—
Judith A. Vitale	26,920	—
All current executive officers as a group (4 persons)	78,420	8,334
All current directors who are not Executive officers as a group (4 persons)	—	46,672
All non-executive employees as a group (43 persons)	201,753	566

The following discussion outlines generally the federal income tax consequences of participation in the Option Plan. Individual circumstances may vary these results. The federal income tax law and

regulations are frequently amended, and each participant should rely on his or her own tax counsel for advice regarding federal income tax treatment under the Option Plan.

Non-qualified Stock Options. The recipient of a non-qualified option under the Option Plan is not subject to any federal income tax upon the grant of such option nor does the grant of the option result in an income tax deduction for the Company. As a result of the exercise of an option, the recipient generally will recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares transferred to the recipient upon exercise over the exercise price. Such fair market value generally will be determined on the date the shares of Common Stock are transferred pursuant to the exercise. However, if the recipient is subject to Section 16(b) of the Exchange Act, the date on which the fair market value of the shares transferred is determined will be the earlier of the last day of the six-month period beginning on the date the "property" is "purchased" or the first day on which a sale of the "property purchased" will not subject the recipient to suit under Section 16(b) of the Exchange Act. Alternatively, if such a recipient makes a timely election under Section 83(b) of the Code, such fair market value will be determined on the date the shares are transferred pursuant to the exercise without regard to the effect of Section 16(b) of the Exchange Act. The recipient will recognize ordinary income in the year in which the fair market value of the shares transferred is determined. The Company generally will be entitled to a federal income tax deduction equal to the amount of ordinary income recognized by the recipient when such ordinary income is recognized by the recipient, provided the Company satisfied applicable federal income tax withholding requirements.

Depending on the period the shares of Common Stock are held after exercise, the sale or other taxable disposition of shares acquired through the exercise of a non-qualified option generally will result in a short- or long-term capital gain or loss equal to the difference between the amount realized on such disposition and the fair market value of such shares when the non-qualified option was exercised.

Special tax rules apply to a recipient who exercises a non-qualified option by paying the exercise price, in whole or in part, by the transfer of shares of Common Stock to the Company.

Incentive Stock Options. The recipient of an incentive stock option is not subject to any federal income tax upon the grant of such an option pursuant to the Option Plan, nor does the grant of an incentive stock option result in an income tax deduction for the Company. Further, a recipient will not recognize income for federal income tax purposes and the Company normally will not be entitled to any federal income tax deduction as a result of the exercise of an incentive stock option and the related transfer of shares of Common Stock to the optionee. However, the excess of the fair market value of the shares transferred upon the exercise of the incentive stock option over the exercise price for such shares generally will constitute an item of alternative minimum tax adjustment to the optionee for the year in which the option is exercised. Thus, certain optionees may increase their federal income tax liability as a result of the exercise of an incentive stock option under the alternative minimum tax rules of the Code.

If the shares of Common Stock transferred pursuant to the exercise of an incentive stock option are disposed of within two years from the date the option is granted or within one year from the date the option is exercised, the optionee generally will recognize ordinary income equal to the lesser of (i) the gain recognized (i.e., the excess of the amount realized on the disposition over the exercise price) or (ii) the excess of the fair market value of the shares transferred upon exercise over the exercise price for such shares. If the optionee is subject to Section 16(b) of the Exchange Act, special rules may apply to determine the amount of ordinary income recognized upon the disposition. The balance, if any, of the optionee's gain over the amount treated as ordinary income on disposition generally will be treated as long- or short-term capital gain depending upon whether the holding period applicable to long-term capital assets is satisfied. The Company normally would be entitled to a federal

income tax deduction equal to any ordinary income recognized by the optionee, provided the Company satisfies applicable federal income tax withholding requirements.

If the shares of Common Stock transferred upon the exercise of an incentive stock option are disposed of after the holding periods have been satisfied, such disposition will result in a long-term capital gain or loss with respect to the difference between the amount realized on the disposition and the exercise price. The Company will not be entitled to a federal income tax deduction as a result of a disposition of such shares after these holding periods have been satisfied.

The affirmative vote of the shareholders having a majority of the voting power of all shares present, in person or by proxy, and voted at the Annual Meeting, is required to approve Proposal 2.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE IN FAVOR OF THE AMENDMENT OF THE OPTION PLAN

Effective January 31, 1995, the Board of Directors of the Company adopted Firstwave Technologies, Inc. Employee Stock Purchase Plan (the "Purchase Plan"), as hereinafter described. The Purchase Plan is intended to comply with Section 423 of the Internal Revenue Code. The Purchase Plan currently provides that eligible employees of the Company and designated subsidiaries may be granted rights to purchase a maximum of 30,000 shares of Common Stock. As of March 19, 2002, 22,141 shares had been purchased under the Purchase Plan, leaving only 7,859 shares available for future purchases.

The purpose of the Purchase Plan is to enable eligible employees of the Company to purchase Common Stock on advantageous terms and thereby allow such employees to share in the success of the Company and to encourage them to remain in the service of the Company. The proposed amendment of the Purchase Plan, if approved by the shareholders of the Company, would increase from 30,000 to 40,000 the total number of shares available for purchase under the Purchase Plan. If the amendment of the Purchase Plan is approved, the Company will have 17,859 shares available for future purchase under the Purchase Plan.

The following description of the Purchase Plan is qualified in its entirety by reference to the applicable provisions of the plan document.

The Purchase Plan is administered by a committee of the Board of Directors made up of two or more members. The Compensation Committee of the Board of Directors presently serves in this capacity.

The Purchase Plan generally operates on a calendar quarter basis. Eligible employees desiring to participate must elect to do so at least ten days prior to the commencement of each quarterly period. Each participant may elect to contribute up to 10% of his total compensation. Payment is made through payroll deductions.

Any employee of the Company who is customarily employed for more than 20 hours per week and for more than five months during a calendar year may elect to purchase Common Stock through participation in the Purchase Plan. However, no eligible employee will be granted a right to purchase stock under the Purchase Plan, however (i) if that employee would then own stock, or hold options or rights to purchase stock, representing 5% or more of the total combined voting power or value of all classes of stock of the Company; or (ii) which would permit that participant's rights to purchase shares of Common Stock under all employee stock purchase plans of the Company to accrue at a rate in excess of $25,000 in fair market value of the shares (determined when the right to purchase is granted) for each calendar year in which the right to purchase stock is at any time outstanding. As of March 19, 2002, approximately 21 employees were eligible to receive rights to purchase stock under the Purchase Plan.

The Purchase Plan operates as follows. On the first day of each quarterly period, a participant will be granted a right to purchase a fixed maximum number of whole shares of Common Stock that can be purchased on the last day of the quarterly period. The maximum number is determined by dividing the aggregate amount of the participant's anticipated payroll deductions for the year by 85% of the fair market value of a share of Common Stock on the last day of each quarterly period. Such maximum number of shares is subject to adjustment in the event of the recapitalization of the Company or if the number of shares of Common Stock so purchasable for a quarterly period by all participants would exceed the number of shares then available under the Purchase Plan.

At the end of each quarterly period, participant contributions will be used to purchase shares of Common Stock at 85% of its fair market value on the date of exercise (the last day of the quarterly period). On March 19, 2002, the closing sale price per share of the Company's Common Stock on the Nasdaq SmallCap Market was $3.50. Unless a participant withdraws from the Purchase Plan at least ten days prior to the last day of a quarterly period, that participant's right will be automatically exercised on the last day of the quarterly period for the maximum number of whole shares of Common Stock that may be purchased with the aggregate payroll deductions credited to that participant's account as of that date at the applicable per share purchase price. Any payroll deductions credited to a participant's account during a quarterly period that remain in a participant's account after the automatic exercise of a right for the purchase of whole shares of Common Stock will, absent a timely withdrawal from the Purchase Plan, be applied to the purchase of shares in the immediately succeeding quarterly period.

A participant who commences participation in the Purchase Plan will be deemed to have elected to continue participation for all subsequent quarterly periods until the participant files a written notice at least ten days prior to the first day of a quarterly period. Otherwise, a participant may withdraw during a quarterly period by filing a written notice at least ten days prior to the last day of the quarterly period. A participant who retires, dies or terminates employment will be deemed to have withdrawn from the Purchase Plan as of the date of retirement, death or termination of employment. If a participant retires, dies or ceases to be employed or otherwise withdraws from the Purchase Plan, the participant or the participant's beneficiary will be entitled to a refund of the amount contributed by the participant. Upon a withdrawal, the participant will receive a cash refund of any amounts then credited to his or her account under the Purchase Plan. A person who is subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 may not be allowed to resume participation following a withdrawal for a period of up to six months.

Any right granted under the Purchase Plan is not transferable during the participant's lifetime. As soon as administratively feasible after the last day of each quarterly period, the Company shall deliver to each participant or, in the alternative, to a custodian designated by the committee administering the Purchase Plan, the shares of Common Stock purchased upon the exercise of the right. In the event of the delivery of a participant's shares of Common Stock to a custodian designated by such committee, the participant may elect at any time thereafter to have such shares delivered to the participant or to an account established by the participant with any brokerage firm. Shares of Common Stock delivered to a participant will be registered in the participant's name (or in the name of the participant and one other designated person as joint tenants with rights of survivorship). Before a right is exercised, the participant has no interest whatsoever in the shares covered by his or her right.

Shares of Common Stock purchased by a person who is subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 may not be sold for a period of six months following the date of purchase, except in the event of the participant's death or disability.

The Board of Directors may amend or discontinue the Purchase Plan at any time. No amendment that would require the sale of more than the number of shares authorized for issuance under the Purchase Plan will be effective without the approval of the Company's shareholders and shareholder approval must also be obtained for any amendment necessary under the Code or Rule 16b-3 promulgated under the Securities Exchange Act of 1934.

Upon a termination of the Purchase Plan, each participant will receive a cash refund of any amounts then credited to his or her account thereunder.

Contributions withheld from a participant's regular compensation through payroll deductions are taxable income to the participant, and the participant's cash contributions to the Purchase Plan are not deductible.

A participant will not recognize income either at the time the right is granted (the "Option Date") or at the time it is exercised (the "Exercise Date"). A participant will be taxed only when he or she disposes of the Common Stock. Unless the disposition occurs by reason of the participant's death, the tax consequences will depend upon the length of time the participant has held the Common Stock.

If the participant does not dispose of shares of Common Stock until after the expiration of two years from the Option Date, and one year from the Exercise Date (the "Holding Period"), he or she may recognize ordinary income in the amount equal to the lesser of (i) 15% of the fair market value of the shares of Common Stock on the Option Date, or (ii) the amount by which the fair market value of the shares of Common Stock at the time they are sold exceeds the price paid for the shares. Any gain realized in excess of that amount will be taxed as capital gain. If the shares of Common Stock are sold for less than the amount paid by the participant, no ordinary income will be recognized, and the loss will be treated as capital loss.

If the shares of Common Stock are disposed of before the expiration of the Holding Period, the participant must recognize ordinary income in an amount equal to the excess of the fair market value of the shares of Common Stock on the Exercise Date over the amount paid by the participant. Any gain realized in excess of this amount will be taxed as capital gain. Any loss realized on the disposition of shares will be a capital loss measured after the basis of the shares of Common Stock is increased by the amount of ordinary income, if any, recognized on the disposition.

Some taxpayers may be subject to the alternative minimum tax in the year of an option exercise under the Purchase Plan as a result of the otherwise favorable tax treatment which may apply.

If the participant holds the Common Stock for the Holding Period, the Company will not be entitled to any deduction when it is sold. However, if the participant sells shares of Common Stock before the expiration of the Holding Period, the Company will be entitled to deduct the amount which the participant is required to recognize as ordinary income.

If a participant dies while owning shares of Common Stock, the participant's estate will be subject to the Holding Period requirements.

The affirmative vote of the shareholders having a majority of the voting power of all shares present, in person or by proxy, and voted at the Annual Meeting, is required to approve Proposal 3.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE IN FAVOR OF THE
AMENDMENT OF THE PURCHASE PLAN

The Board of Directors knows of no other matters to be brought before the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment.

The cost of the solicitation of proxies on behalf of the Company will be borne by the Company. Certain directors, officers, and other employees of the Company may, without additional compensation except reimbursement for actual expenses, solicit proxies by mail, in person or by telecommunication. The Company will reimburse brokers, fiduciaries, custodians, and other nominees for out-of-pocket expenses incurred in sending the Company's proxy materials to, and obtaining instructions relating to such materials from, beneficial owners.

On October 1, 2001, the Audit Committee of the Board of Directors of Firstwave Technologies, Inc. approved the engagement of Cherry, Bekaert & Holland L.L.P. as the Company's independent accountants for the fiscal year ending December 31, 2001, and dismissed PricewaterhouseCoopers L.L.P.

There were no disagreements with PricewaterhouseCoopers L.L.P. within the meaning of Instruction 4 of Item 304 of Regulation S-K as to any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure in connection with the audits of the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 1999, or for any subsequent interim period through June 30, 2001, which disagreements if not resolved to its satisfaction would have caused PricewaterhouseCoopers L.L.P. to make reference to the subject matter of the disagreement in their report on the Company's consolidated financial statements for such years.

The reports of PricewaterhouseCoopers L.L.P. on the Company's consolidated financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion nor were such reports qualified as to audit scope or accounting principles. The report of PricewaterhouseCoopers L.L.P. on the Company's consolidated financial statements for the fiscal year ending December 31, 2000 included an explanatory paragraph relating to the Company's ability to continue as a going concern.

The Board of Directors has reappointed Cherry, Bekeart & Holland L.L.P. as the Company's independent accountants for 2002. A representative of this firm is expected to attend the Annual Meeting to respond to questions from shareholders and to make a statement if he so desires. In 2001, the Company was billed the following fees by PricewaterhouseCoopers L.L.P. and Cherry, Bekeart & Holland L.L.P.

PricewaterhouseCoopers L.L.P. billed the Company $42,000 for audit-related services in 2001.

Cherry, Bekeart & Holland L.L.P. billed the Company $9,000 for audit-related services in 2001.

No fees were billed to the Company by PricewaterhouseCoopers L.L.P. or Cherry, Bekeart & Holland L.L.P. for financial information systems design implementation services in 2001.

PricewaterhouseCoopers L.L.P. billed $43,580 for non-audit-related services in 2001, including approximately $23,000 related to tax preparation, and $14,000 related to special work required in connection with the Series C Preferred Stock offering and the NASDAQ compliance issues.

The Audit Committee of the Company's Board of Directors is composed of four members and acts under a written charter first adopted and approved on March 30, 2001. The members of the Audit Committee are independent directors, as defined by its charter and the rules of The Nasdaq Stock Market. The Audit Committee reviewed the Company's audited financial statements for the fiscal year ended December 31, 2001, and discussed these financial statements with the Company's management. The Audit Committee also reviewed and discussed the audited financial statements and the matters required by Statement on Auditing Standards 61 (Communication with Audit Committees) with Cherry, Bekeart & Holland L.L.P., the Company's independent accountants. In addition, the Audit Committee discussed with the independent accountants their independence from the Company. The Audit

Committee also considered whether the independent accountants' provision of certain other, non-audit related services to the Company is compatible with maintaining such accountants' independence. Based on its discussions with management and the independent accountants, and its review of the representations and information provided by management and the independent accountants, the Audit Committee recommended to the Company's Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

Any proposal that a shareholder may desire to have included in the Company's proxy material for presentation at the 2003 Annual Meeting must be received by the Company at its executive offices at 2859 Paces Ferry Road, Suite 1000, Atlanta, Georgia 30339, Attention: Mr. Richard T. Brock, on or prior to December 1, 2002.

The proxy or proxies designated by the Company will have discretionary authority to vote on any matter properly presented by a shareholder for consideration at the 2003 Annual Meeting of Shareholders but not submitted for inclusion in the proxy materials for such meeting unless notice of the matter is received by the Company at its principal executive office not later than February 15, 2003 and certain other conditions of the applicable rules of the SEC are satisfied.

The Company's 2001 Annual Report to Shareholders is being mailed to the Company's shareholders with this Proxy Statement.

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF FIRSTWAVE TECHNOLOGIES, INC.

The undersigned shareholder (s) of Firstwave Technologies, Inc., a Georgia Corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated April 1, 2002, and hereby appoints Richard T. Brock or Judith A. Vitale proxies and attorneys-in-fact, with full power of substitution, on behalf and in the same name of the undersigned, to represent the undersigned at the 2002 Annual Meeting of Shareholders of the Company to be held at 2:00 p.m. on Thursday, May 2, 2002, at the Corporate Offices of Firstwave Technologies, Atlanta, Georgia, and at any adjournment (s) thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below:

o FOR all nominees listed below (except as indicated otherwise below)		o WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Roger A. Babb, Richard T. Brock, John F. Keane, Michael T. McNeight, and James R. Porter
INSTRUCTIONS: To withhold authority for any individual nominee, mark "FOR" above and write the name of the nominee for whom you wish to withhold authority in the space provided below:

PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY. This Proxy, when properly executed, will be voted in accordance with the directions given by the undersigned shareholder (s). If no direction is made, it will be voted FOR the items listed (1) through (3) and as the proxies deem advisable on such other matters as may come before the meeting.

NOTE: Please sign exactly as name appears hereon. If shares are registered in more than one name, the signature of all persons is required. A corporation should sign its full corporate name by a duly authorized officer, stating his or her title. Trustees, guardians, executors and administrators should sign in their official capacity, giving their full title as such. If a partnership, please sign in the partnership name by an authorized person.

Filed by the Registrant o
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

Firstwave Technologies, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
o	No fee required
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

					Long Term Compensation(1)
		Annual Compensation			Long Term Compensation(1)	All Other Compensation(2)
Name and Position		($) Salary	($) Bonus	($) Other Annual Compensation(3)	Options (#)	All Other Compensation(2)
Name and Position	Year	($) Salary	($) Bonus	($) Other Annual Compensation(3)	Options (#)	($)
Richard T. Brock(4) President and CEO	2001 2000 1999	240,000 240,000 160,000	— 38,220 51,075	— — —	2,417 6,667 —	— — —
R. Kelly Mayo(5) VP, Client Services	2001 2000	135,000 5,625	— —	— —	8,333 19,083	—
Judith A. Vitale CFO	2001 2000 1999	155,000 138,333 110,000	— 17,200 21,282	— — —	10,750 3,333 8,333	1,987 2,328 1,857

					Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
	Individual Grants
	No. of Securities Underlying Options Granted(1)	% of Total Options Granted to Employees during Year
			Exercise or Base Price ($)/Share
Name			Exercise or Base Price ($)/Share	Date of Expiration	5% ($)	10% ($)
Mr. Brock	2,417	1.37	1.38	05/14/11	2,098	5,315
Mr. Mayo	8,333 2,417 8,333	4.72 1.37 4.72	5.63 1.38 2.10	02/08/11 05/14/11 08/01/11	29,478 2,098 11,005	74,704 5,315 27,889
Ms. Vitale	8,333 2,417	4.72 1.37	5.63 1.38	02/08/11 05/14/11	29,478 2,098	74,704 5,315

			Value of Unexercised In-the-Money Options at Year End(1) $ Exercisable/ Unexercisable
	Number of Unexercised Options at Year-End (#)
Name	Number of Unexercised Options at Year-End (#)
Name	Exercisable	Unexercisable
Mr. Brock	9,585	7,833	0	(2)
Mr. Mayo	2,084	25,332	0
Ms. Vitale	8,923	17,997	0


		Dated		, 2002

		Signature
		Signature (if held jointly) Title of authority (if applicable)