S-3/A

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on May 1, 2003.

Registration No. 333-103903

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Pre-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

FIRSTWAVE TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)

Georgia
(State of Incorporation) 58-1588291
(I.R.S. Employer Identification Number)

2859 Paces Ferry Road, Suite 1000
Atlanta, Georgia 30339
(770) 431-1200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Richard T. Brock
President and Chief Executive Officer
Firstwave Technologies, Inc.
2859 Paces Ferry Road, Suite 1000
Atlanta, Georgia 30339
(770) 431-1200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copies to:

James Walker IV, Esq.
C. William McDaniel, Esq.
Morris, Manning & Martin, L.L.P.
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
(404) 233-7000

        Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

        If the only securities being registered in this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

        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, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. ý

        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. o                                 

        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. o                                 

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary Prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary Prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated May 1, 2003

Prospectus

200,000 Shares

Firstwave Technologies, Inc.

Common Stock

        Some of our shareholders (who are identified later in this Prospectus under "Selling Shareholders") may offer and sell these shares from time to time.

        The selling shareholders will receive all of the net proceeds from the sale of these shares and will pay all underwriting discounts and commissions, if any, applicable to the sale of these shares. We will not receive any proceeds from the sale of these shares.

        Our common stock is quoted on the Nasdaq SmallCap Market under the symbol "FSTW." On April 29, 2003, the last reported sales price of our common stock was $11.80 per share.

        Our principal executive offices are located at 2859 Paces Ferry Road, Suite 1000, Atlanta, Georgia 30339, and our telephone number is (770) 431-1200.

You should consider carefully the "Risk Factors"
beginning on page 4 before purchasing
any of the common stock offered hereby.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

May 1, 2003

        You should rely on the information contained in this prospectus. Neither we nor the selling shareholders have authorized anyone to provide you with information different from that contained in this prospectus. The selling shareholders are offering to sell, and seeking offers to buy, shares of our 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 the shares.

TABLE OF CONTENTS

	Page
Where You Can Find More Information	3
Forward-Looking Statements	3
The Company	4
Risk Factors	6
The Offering	12
Use of Proceeds	12
Selling Shareholders	13
Plan of Distribution	14
Legal Matters	16
Experts	16
Incorporation of Certain Information by Reference	17

2

WHERE YOU CAN FIND MORE INFORMATION

        This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, sometimes referred to in this prospectus as the SEC, covering the shares of our common stock that the selling shareholders may offer for resale. The SEC's file number for that registration statement is 333-103903.

        We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. For information on the operation of the Public Reference Room, call the SEC at 1-800-SEC-0330. You can also obtain reports, proxy statements, and other information regarding issuers that file electronically with the SEC from the SEC's Internet site (http://www.sec.gov).

FORWARD-LOOKING STATEMENTS

        From time to time, information we provide or statements of our directors, officers, or employees may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Those statements involve numerous risks and uncertainties. Typically, that kind of information or those statements contain the words "believes", anticipates", "intends", "expects", or similar words. In any event, any information or statements made or incorporated by reference in this prospectus that are not statements of historical fact are forward-looking statements. The forward-looking statements in this prospectus, and others that we or our representatives make, are based on a number of assumptions and involve risks and uncertainties. Consequently, actual results could differ materially. The factors we describe under the heading "Risk Factors" are some, but not all, of the reasons that results could be different.

3

THE COMPANY

        We are a global provider of strategic, web-based customer relationship management (CRM) software solutions that automate and enhance the way companies win, maintain and grow customer relationships. We are headquartered in Atlanta, Georgia, and we maintain an international office in Surrey, England.

        Our solutions streamline sales, marketing and support processes and enhance our customers' ability to obtain new customers and to manage and service their existing customers. Our solutions are designed to bridge communication gaps between a company's internal departments, such as marketing, sales and technical support, and its outside constituents, such as customers, vendors and business partners. Our products are based on technologies that incorporate and complement our legacy of CRM best practices. We currently support three product lines: a web-based CRM solution that is available in two versions—Firstwave eCRM based on COM+ technology and Firstwave CORE CRM™ based on.NET technology; a client-server solution, Takecontrol®; and Firstwave for Unix.

        Users often find conventional eCRM applications to be complex, expensive to maintain and difficult to use. As a result, the incidence of incomplete implementations and failure to meet established expectations is quite high. Furthermore, due to the limitations of client/server technologies, these systems have not extended critical information to customers, indirect channels, partners or other interested parties who exist outside the boundaries of the corporation. The evolution and maturation of several technologies, in combination with the emergence of the internet as a factor in commercial activities, has created an environment of new possibilities for eCRM solutions. We believe that the future environment will be one in which customers will demand that:

•

relationships be based in knowledge,



•

companies must have knowledge of customers' needs and wants,



•

companies must provide full, easy access to information about their goods and services,



•

anyone representing an enterprise must be equally informed and prepared to serve the customers' needs,



•

customers will determine the most appropriate means of interaction with the companies with whom they do business,



•

speed of interaction will be the key to successful relationships, and



•

technology will identify needs, determine solutions, and deliver solutions.

        The Firstwave eCRM Suite is an internet-based relationship management software application that consists of three integrated applications: eMarketing, eSales and eService. Designed to allow companies to facilitate improved and more interactive relationships with customers, the Firstwave eCRM Suite increases effectiveness in finding qualified prospects, molding prospects into sales and retaining valuable customers. The sales application was released as Netgain™ Sales in September 1998, and the marketing and support applications were integrated with the sales application to form one integrated application, Firstwave eCRM, in December 1999. Takecontrol® is a Microsoft® Windows-based, integrated client/server CRM application that automates marketing, sales and customer service operations for companies in multiple industries. The Firstwave for Unix product line is a traditional UNIX, character-based CRM application.

        Users of Firstwave's CRM products can market to potential customers utilizing campaign management functionality within the marketing module and turn these potential customers over as leads to the sales team. The sales team, using the sales module, can then manage their opportunities and accounts efficiently with added value in order to close sales. Those new customers are then

4

managed through the service module, where any service issues can be tracked and resolved quickly and effectively by using a customized knowledge base and escalation procedures.

        All of Firstwave's products have the associated tool set for the application that allows for extensive customization. More robust than the previously released tool set, the Firstwave CORE IDE™ (Integrated Development Environment) enables the business analyst, who understands the business and workflow processes, to participate in application development, system enhancement and customization.

        The Firstwave CORE IDE™ integrates various development tools into one application and presents the information in a drag and drop graphical interface. Because this new tool automatically generates the application code, the business analyst is able to complete the design or customization of the application without having to involve a programmer to write code. Where special processing is required, extension points are available where code written by a programmer can be inserted.

        Additional features of the Firstwave CORE IDE™ include:

•

the ability to integrate legacy data systems,



•

access to multiple data sources within one application,



•

the ability to design an application based on workflows and business processes,



•

a business rules engine,



•

a screen designer which can be utilized to change the look and feel of the application, and



•

a robust security which controls access to the data within the system.

        Firstwave's CRM product suite is built on Microsoft technologies and includes support for Oracle and Microsoft SQL databases. In addition to offering support for multiple database technologies, Firstwave offers a plug-in based architecture allowing for a flexible approach to changing business logic and new data sources.

        We were launched in October 1984 as Brock Control Systems, Inc. Founded by Richard T. Brock, we were a pioneer in the sales automation market and an early developer of enterprise customer management systems. We completed our initial public offering in March 1993. In February 1996, we changed our name to Brock International, Inc., to reflect our growing worldwide market reach. In March 1998, we changed our name to Firstwave Technologies, Inc. Since our formation, we have licensed our products to thousands of users in hundreds of enterprises throughout the Americas, Europe and the Pacific Rim.

        On March 3, 2003, we acquired Connect-Care, Inc., a provider of CRM solutions. We intend to aggressively market our solutions to Connect-Care's established customer base.

5

RISK FACTORS

An investment in our common stock involves a significant degree of risk. Prospective investors should carefully consider all of the information contained in this prospectus, including the following factors that may affect our current operations and future prospects. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected, the trading price of our common stock could decline, and you may lose all or part of your investment.

Our prior years' negative cash flow from operations and the difficulty of raising additional capital may adversely affect our operations and the price of our common stock.

        We require significant amounts of capital to fund our business operations and product development efforts. The rate at which our capital is utilized is affected by the operational and developmental costs we incur and our ability to generate sales, services and maintenance revenues. Prior to the year ended December 31, 2001, we experienced negative cash flow from operations for several years and may experience negative cash flow from operations in the future.

        If we are unable to generate sufficient cash from operations, we will evaluate alternative means of financing to meet our needs on terms that are attractive to us. We cannot be certain that additional financing will be available on favorable terms if or when we require it, or if it will be available at all. If we are unable to obtain the necessary additional capital, we may be required to reduce the scope of planned product development and sales and marketing efforts, as well as reduce the size of current staff, all of which could have a material adverse affect on our business, financial condition and ability to reduce losses or generate profits.

        In the past, we have funded our operating losses and working capital needs through cash flow from operations and from the proceeds of equity offerings and debt financings. Changes in the U.S. economy in the past year have adversely affected the markets for equity and debt financings. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of the rights of our common stock and, in light of our current market capitalization, our shareholders may experience substantial dilution.

Our revenues may be harmed if general economic conditions continue to worsen.

        Our revenues are dependent on the health of the economy and the growth of our customers and potential future customers. If the economy remains stagnant, our customers may continue to delay or reduce their spending on CRM software and customization. When economic conditions weaken, sales cycles for sales of software products tend to lengthen and companies' information technology budgets tend to be reduced. If that happens, our revenues could suffer and the price of our common stock may decline. Further, if economic conditions in the United States worsen or if a wider or global economic slowdown occurs, we may experience a material adverse impact on our business, operating results, and financial condition.

Our revenues have been highly dependent upon a limited number of customers; if these customers decrease or cease purchasing our software and services, our revenues would significantly decrease if we were unable to replace these customers.

        During 2002, Electronic Data Systems, Ltd., a leading global services company which is a customer of our Firstwave UK operating subsidiary, accounted for 71.9% of our total revenues, and the two largest customers of our UK operating subsidiary accounted in the aggregate for 80% of our total revenues. As of December 31, 2002, 2001 and 2000, these two clients represented 76%, 61% and 0% of our outstanding accounts receivable, respectively. As a result, our revenues are highly dependent upon the extent to which these customers continue to purchase our software and services, and if these customers decrease or cease purchasing our software and services, our revenues would significantly

6

decrease if we were not able to replace these customers with other substantial accounts. Our sales teams have increased our pipeline of prospective customers which may allow us to decrease our dependency on these customers.

If we fail to develop new products or improve our existing products to meet or adapt to the changing needs and standards of our industry, sales of our products may decline.

        The market for software and hardware support services is characterized by rapid technological advances, changes in customer requirements and frequent new product introductions and enhancements. Our future success depends upon our ability to enhance our current products and develop new products that maintain technological leadership, address the increasingly sophisticated needs of customers and achieve broad market acceptance. In particular, we believe that we must continue to respond quickly to customer needs for additional functionality and to ongoing advances in hardware, operating systems and telecommunications. Any failure by us to anticipate or respond rapidly to technological advances, new products and enhancements and changes in customer requirements could have a material adverse affect on our competitive position or render some of our products obsolete or less desirable than available alternatives. In addition, we are subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in development or failure of products to perform as expected. In order to introduce and market new or enhanced products successfully with minimal disruption in customer purchasing patterns, we must manage the transition from existing products. There can be no assurance that we will be successful in developing and marketing, on a timely basis, product enhancements or products that respond to technological advances by others, that our new products will adequately address the changing needs of the market or that we will successfully manage product transitions. Further, failure to generate sufficient cash from operations or financing activities to develop or obtain improved products and technologies could have a material adverse affect on our results of operations and financial condition.

If we do not successfully integrate Connect-Care with our business, we may not benefit from the Connect-Care merger, and the value of your investment may decrease significantly.

        In order for our acquisition of Connect-Care to be successful, we must:

•

cross-market and sell our services and products to Connect-Care's customers;



•

minimize duplicative managerial, sales and marketing efforts and eliminate redundant costs of our operations while continuing to support Connect-Care's software; and



•

make Connect-Care's personnel operate together with our personnel in a cost-effective manner.

        The acquisition of Connect Care is further described in Note 12, "Subsequent Events", in the Notes to Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002, which is incorporated herein by reference. If we do not integrate our operations successfully and quickly, we may fail to obtain our business goals. This would likely cause a slow-down in our growth rate that may result in a decrease in the value of your investment. In addition, the benefits of the Connect-Care merger to us are subject to a number of factors that are unpredictable and beyond our control, including the acceptance or rejection by Connect-Care's customers of the Firstwave products and services that we intend to offer these customers as a result of the Connect-Care merger.

Future sales of shares of our common stock may negatively affect our stock price.

        If our shareholders sell substantial amounts of our common stock in the public market following the Connect-Care merger, the market price of our common stock could fall. These sales also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate. In connection with the Connect-Care merger, we are undertaking obligations to register for resale the shares issued to Connect-Care shareholders, if such shareholders request such

7

registration. The availability of additional shares for sale may have a negative impact on the market price of our common stock. Sales of substantial amounts of our common stock in the public market may adversely affect prevailing market prices for our common stock and our ability to raise equity capital in the future.

To grow our business, we plan to acquire additional companies, including by issuing shares of our stock, which may subject us to additional risks and may dilute your ownership.

        To carry out our growth strategies, we plan to acquire other businesses. Such acquisitions may involve issuances of our stock. An inability to identify, acquire and integrate businesses, products or services that complement our business may negatively affect our ability to grow. We cannot guarantee that we will be able to identify and acquire suitable candidates on acceptable terms. We also cannot provide any assurance that we will be able to arrange adequate financing, complete any transaction or successfully integrate the acquired businesses. We may issue more shares of stock, both common and preferred, in future acquisitions or in financing transactions, which would dilute the ownership percentages of our existing shareholders. Acquisitions and stock offerings may also distract management and result in the incurrence of debt, expenses related to goodwill and other intangible assets and unforeseen liabilities, all of which could have a material adverse effect on our business and financial condition. In addition, we may not be able to successfully compete with other companies for acquisition candidates.

If our products contain defects, we may have difficulty selling them and lose potential revenues.

        Software products as complex as those we offer may contain undetected errors. We could experience delays or lost revenues during the period required to correct those errors. There can be no assurance that, despite testing by us and by current and potential customers, errors will not be found in our software. If our products are found to contain errors, the result to us could be:

•

a loss of or delay in market acceptance,



•

additional and unexpected expenses to fund further product development,



•

additional and unexpected expenses to add programming personnel to complete a development project, and



•

loss of revenue because of the inability to sell the new product on a timely basis,

any one or more of which could have a material adverse affect on us.

If we are unable to protect our proprietary rights, then our competitive position could be weakened, which may reduce our revenues.

        We rely on a combination of trade secrets, copyright and trademark laws, non-disclosure and other contractual provisions and technical measures to protect our proprietary rights. We may be required to spend significant resources to monitor and police our proprietary rights. There can be no assurance that these protections will be adequate or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technologies.

        Other software providers could copy or otherwise obtain and use our products or technology without authorization. They also could develop similar technology independently which may infringe our proprietary rights. We may not be able to detect infringement and may lose a competitive position in the market before we do so. In addition, competitors may design around our technology or develop competing technologies. The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States. If we fail to successfully enforce our proprietary rights, our competitive position may be harmed.

8

The software industry is extremely competitive; our revenue may be reduced by the introduction of superior products by competitors or by pricing pressure from competitors.

        The market for our products is characterized by significant price competition, and we expect that we will face increasing pricing pressures from our current competitors. Moreover, because there are low barriers to entry into the software market, we believe that competition will increase in the future. Accordingly, there can be no assurance that we will be able to provide products that compare favorably with the products of our competitors or that competitive pressures will not require us to reduce our prices. Any material reduction in the price of our products would negatively affect gross margins as a percentage of new revenue and would require us to increase software unit sales in order to maintain net revenues.

We may experience significant fluctuations in our operating results and rate of growth, and the price of our common stock may be adversely affected by these fluctuations.

        Our quarterly operating results have in the past and may in the future vary or decrease significantly depending on factors such as:

•

the effect of past and future acquisitions,



•

general economic factors,



•

revenue from software sales and professional services,



•

the timing of new product and service announcements,



•

changes in pricing policies by us and our competitors,



•

market acceptance of new and enhanced versions of our products,



•

the size and timing of significant orders,



•

changes in operating expenses,



•

changes in our strategy,



•

personnel changes, and



•

the introduction of alternative technologies.

        We have limited or no control over many of these factors. Our expense levels are based, in part, on our expectations as to future revenues. If revenue levels are below expectations, we may be unable or unwilling to reduce expenses proportionately, and our operating results are likely to be adversely affected. As a result, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Due to all these factors, it is likely that in some future quarter our operating results will be below the expectations of public market analysts and investors. In that event, the price of our common stock will likely be adversely affected.

The terms of our preferred stock may have a material adverse effect on the market value of our common stock.

        Our board of directors has the authority to issue up to 1,000,000 shares of preferred stock and to fix the rights, preferences, privileges and restrictions, including voting rights, of these shares without any further vote or action by our shareholders. At December 31, 2002, shares of outstanding preferred stock are as follows:

•

10,000 shares of Series A Convertible Preferred Stock



•

7,020 shares of Series B Convertible Preferred Stock

9

•

12,000 shares of Series C Convertible Preferred Stock

        The rights of the holders of the common stock are subject to, and may be adversely affected by, the rights of the holders of Series A, Series B and Series C Convertible Preferred Stock and any other preferred stock that may be issued in the future. The issuance of the Series A, Series B and Series C Convertible Preferred Stock and any future issuances of other classes of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock, thereby delaying, deferring or preventing a change in control of our company. Furthermore, the Series A, Series B and Series C Convertible Preferred Stock have other rights, including economic rights, senior to the common stock and, as a result, the existence of our preferred stock may have a material adverse effect on the market value of our common stock. Any future issuances of other classes of preferred stock may have other rights, including economic rights, senior to the common stock, and as a result, the issuance of new preferred stock could have a material adverse effect on the market value of our common stock. We may, in the future, adopt other measures that may have the effect of delaying, deferring or preventing a change in control of our company. Some of these measures may be adopted without any further vote or action by our shareholders. We have no present plans to adopt any of those type of measures.

The loss of key personnel, or any inability to attract and retain additional personnel, could affect our ability to successfully grow our business.

        We depend in large part upon the continued service of our executive officers and other key sales, engineering and technical staff. The loss of the services of our executive officers and other key personnel could harm our operations. None of our officers or key personnel are bound by an employment agreement, and we do not maintain key person insurance on any of our employees. We would also be harmed if one or more of our officers or key employees decided to join a competitor or otherwise compete with us.

If the market in which we sell our products and services does not grow, our revenues may be reduced.

        If the market for CRM software does not grow as quickly or become as large as anticipated, our revenues may be reduced. Our market is still emerging, and our success depends on its growth. Our potential customers may:

•

not understand or see the benefits of using these products,



•

not achieve favorable results using these products,



•

experience technical difficulty in implementing or using these products, or



•

use alternative methods to solve the same business problems.

In addition, because our products can be used in connection with internet commerce and we are currently developing additional internet commerce solutions, if the internet commerce market does not grow as quickly as anticipated, we may experience sales which are lower than our expectations.

Our products can have long sales cycles which makes it difficult to plan expenses and forecast results.

        It takes between three and six months to complete the majority of our sales, and some sales take longer to complete. Therefore, it is difficult to predict the quarter in which a particular sale will occur and to plan expenditures accordingly. The length of the period between initial contact with a potential customer and their purchase of products and services is due to several factors, including:

•

the complex nature of our products,



•

our need to educate potential customers about the uses and benefits of our products,

10

•

the purchase of our products may require a significant investment of resources by a customer,



•

customer budget cycles which affect the timing of purchases,



•

uncertainty regarding future economic conditions,



•

customer requirements for competitive evaluation and internal approval before purchasing our products,



•

customer delay of purchases due to announcements or planned introductions of new products by us or our competitors, and



•

large customer purchasing procedures, which may require a longer time to make decisions.

The delay or failure to complete sales in a particular quarter could reduce our revenues in that quarter, as well as subsequent quarters over which revenues for the sale would likely be recognized. If our sales cycle unexpectedly lengthens in general or for one or more large orders, it would adversely affect the timing of our revenues.

Privacy and security concerns, particularly related to the use of our software on the internet, may limit the effectiveness of and reduce the demand for our products.

        The effectiveness of our software products relies on the storage and use of customer data collected from various sources, including information collected on web sites, as well as other data derived from customer registrations, billings, purchase transactions and surveys. Our collection and use of that data for customer profiling may raise privacy and security concerns. Our customers generally have implemented security measures to protect customer data from disclosure or interception by third parties. However, these security measures may not be effective against all potential security threats. If a well-publicized breach of customer data security were to occur, our software products may be perceived as less desirable, impacting our future sales and profitability.

        In addition, due to privacy concerns, some internet commentators, consumer advocates, and governmental or legislative bodies have suggested legislation to limit the use of customer profiling technologies. The European Union and some European countries have already adopted some restrictions on the use of customer profiling data. In addition, internet users can, if they choose, configure their web browsers to limit the collection of user data for customer profiling. Should many internet users choose to limit the use of customer profiling technologies, or if major countries or regions adopt legislation or other restrictions on the use of customer profiling data, our software would be less useful to customers, our sales could decrease and our results of operations could be materially adversely affected.

We have foreign exchange risk and fluctuations in exchange rates could affect our revenues.

        The results of operations of our wholly owned subsidiary located in Surrey, England are exposed to foreign exchange rate fluctuations as the financial results of the subsidiary are translated from the local currency into U.S. Dollars upon consolidation. As exchange rates vary, net sales and other operating results, when translated, may differ materially from expectations.

Our stock price is highly volatile.

        The trading price of our common stock fluctuates significantly. Trading prices of our common stock may fluctuate in response to a number of events and factors such as:

•

general economic conditions,



•

conditions or trends in the CRM industry,



•

fluctuations in the stock market in general, and



•

quarterly variations in operating results.

11

THE OFFERING

        This prospectus relates to the proposed offer and sale by selling shareholders (who are identified later in this Prospectus under "Selling Shareholders") of shares of our common stock that they own. An aggregate of 200,000 shares of the common stock are eligible for sale, from time to time at the option of the holders thereof, pursuant to this prospectus. As of April 29, 2003, there were issued and outstanding a total of 2,629,375 shares of our common stock.

USE OF PROCEEDS

        We will not receive any proceeds from the sale by a selling shareholder of any of our common stock. The selling shareholders will receive all the proceeds of those sales.

12

SELLING SHAREHOLDERS

        The following table sets forth the names of the selling shareholders, the number of shares of our common stock beneficially owned by each selling shareholder as of May 1, 2003, and the maximum number of shares that may be offered for sale by each selling shareholder pursuant to this prospectus. The selling shareholders received their shares as consideration for our acquisition of Connect-Care. We will not receive any of the proceeds from any sale of our common stock using this prospectus. Except as set forth in the footnotes to the table below, no selling shareholder has had any position, office, or other material relationship with us or any of our predecessors or affiliates within the past three years.

	Shares Owned Prior to Offering	Shares Offered for Sale
Gordon L. Dickens, III	97,377	97,377
Gordon L. Dickens, Jr., as Trustee of the Gordon Westlake Dickens Minor's Trust	3,677	3,677
Gordon L. Dickens, Jr., as Trustee of the Raymond Lee Dickens Minor's Trust	3,677	3,677
Melissa W. Dickens	12,178	12,178
Jeffrey L. Longoria (1)	18,091	18,091
Joseph L. Longoria (2)	18,091	18,091
Matthew Chestnut	4,020	4,020
Robert S. Morris	1,075	1,075
Donald M. Rogers	1,613	1,613
Gussie J. Ballew	17,667	17,667
James B. Erickson	17,667	17,667
Ann J. Herrera, Esq., as the Executrix of the Estate of Thomas E. Davis, Jr.	4,867	4,867

(1)

Mr. Jeffrey L. Longoria has served as our Vice President of Sales since March 4, 2003.

(2)

Mr. Joseph L. Longoria has served as our Vice President of Professional Services since March 4, 2003.

        The selling shareholders may offer and sell all or a portion of their shares of our common stock from time to time, but are under no obligation to offer or sell any shares. Because the selling shareholders may sell all, none, or any part of their shares of common stock from time to time, no estimate can be given as to the number of shares that will be beneficially owned by the initial selling shareholders upon termination of any offering by them or as to the percentage of the total outstanding shares of our common stock that the initial selling shareholders will beneficially own after termination of any offering.

        This prospectus also covers possible sales by presently unknown persons who may become the record or beneficial owners of some of the covered shares as a result of private transactions, including but not limited to gifts, private sales, and transfers pursuant to a foreclosure or similar proceeding by a lender or other creditor to whom shares may be pledged as collateral to secure an obligation of a named selling shareholder. Each potential transferee of a named selling shareholder is hereby deemed to be a selling shareholder for purposes of selling shares using this prospectus. To the extent required by applicable law, information (including the name and number of shares owned and proposed to be sold) about transferees, if there are any, will be set forth in an appropriate supplement to this prospectus.

13

PLAN OF DISTRIBUTION

        We are registering the shares offered by this prospectus on behalf of the selling shareholders and their pledgees, donees, transferees and successors in interest. The selling shareholders or their pledgees, donees, transferees or successors in interest may sell or distribute these shares from time to time. The selling shareholders may make these sales directly or through broker-dealers or underwriters who may act solely as agents, or who may acquire shares as principals. The distribution of the shares may be effected in or more transactions that may take place through the Nasdaq SmallCap Market, including block trades or ordinary broker's transactions, or through privately negotiated transactions, or through a combination of any of these methods of sale, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The selling shareholders reserve the right to accept or reject, in whole or in part, any proposed purchase of these shares, whether the purchase is to be made directly or through agents. We will not receive any proceeds from the sale of the shares.

        The shares may be sold in one or more of the following types of transactions, or in any combination of the following types of transactions:

(a)

a cross or block trade, including a transaction in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;



(b)

purchases by a broker-dealer or underwriter as principal and resale by such broker-dealer or underwriter for its account pursuant to this prospectus;



(c)

an exchange distribution in accordance with the rules of suh exchange;



(d)

ordinary brokerage transactions and transactions in which the broker solicits purchasers;



(e)

in transactions "at the market" to or through market makers of our common stock or into an existing market for the common stock;



(f)

in other ways not involving market makers or established trading markets, including direct sales of the shares to purchasers or sales of the shares effected through agents;



(g)

through options, swaps or other derivative contracts with respect to our shares which options, swaps or other derivative contracts may or may not be listed on an exchange;



(h)

in privately negotiated transactions; or



(i)

in transactions to cover short sales.

In effecting sales, broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in the resales. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

        From time to time, the selling shareholders may pledge or grant a security interest in some or all of these shares. If a selling shareholder defaults in performance of the obligations secured by these shares, the pledgees or secured parties may offer and sell the shares from time to time by this prospectus. The selling shareholders may also transfer and donate these shares in other circumstances. The number of shares beneficially owned by the selling shareholders will decrease as and when the selling shareholders transfer or donate these shares or default in performing any obligations secured by these shares. The plan of distribution for shares offered and sold under this prospectus will otherwise remain unchanged, except that the transferees, donees, pledgees, other secured parties or other successors in interest will be selling shareholders for purposes of this prospectus.

        In connection with distributions of the shares or otherwise, the selling shareholders may enter into hedging transactions, including short sales, options, swaps, derivative contracts or other agreements

14

designed to minimize the market risks associated with ownership of the shares, with broker-dealers. In connection with such transactions, broker-dealers may engage in short sales of the shares registered hereunder in the course of hedging the positions they assume, including positions assumed in connection with distributions of these shares by such broker-dealers. The selling shareholders may also sell shares short and redeliver the shares to close out such short positions. The selling shareholders may also enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the shares registered hereunder, which the broker-dealer may resell or otherwise transfer pursuant to this prospectus. The selling shareholders may also loan or pledge the shares registered hereunder to a broker-dealer and the broker-dealer may sell the shares so loaned or upon a default the broker-dealer may effect sales of the pledged shares pursuant to this prospectus.

        The selling shareholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of these shares, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of these shares. However, the selling shareholders may use brokers, dealers, underwriters or agents to sell these shares. Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions. This compensation may be paid by the selling shareholders or the purchasers of the shares for whom such persons may act as agent, or to whom they may sell as principal, or both. The compensation as to a particular person may be less than or in excess of customary commissions. Because the selling shareholders and such broker-dealers and any other participating broker-dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with such sales, they will be subject to the prospectus delivery requirements of the Securities Act of 1933. In addition, any commission, discount, concession or profit they realize with respect to the resale of these shares while acting as principals may be deemed to be underwriting discounts or commissions under the Securities Act of 1933. Neither we nor the selling shareholders can presently estimate the amount of such compensation. The aggregate proceeds to the selling shareholders from the sale of the shares will be the purchase price of the common stock sold less the aggregate agents' commissions if any, and other expenses of issuance and distribution not borne by us.

        If the selling shareholders sell these shares in an underwritten offering, the underwriters may acquire these shares for their own account and resell the shares from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. In such event, we will set forth in a supplement to this prospectus the names of the underwriters and the terms of the transactions, including any underwriting discounts, concessions or commissions and other items constituting compensation of the underwriters and broker-dealers. The underwriters from time to time may change any public offering price and any discounts, concessions or commissions allowed or reallowed or paid to broker-dealers. Unless otherwise set forth in a supplement, the obligations of the underwriters to purchase the shares will be subject to certain conditions, and the underwriters will be obligated to purchase all of the shares specified in the supplement if they purchase any of the shares.

        If the selling shareholders notify us that any of them have entered into any material arrangement with a broker-dealer for the sale of these shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, disclosing:

(a)

the name of each selling shareholder and of the participating broker-dealer(s);



(b)

the number of shares involved;



(c)

the price at which such shares were sold;



(d)

the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable;

15

(e)

that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and



(f)

other facts material to the transaction.

In addition, we will file a supplement to this prospectus if we are notified that a donee or pledgee intends to sell more than 500 shares.

        We have advised the selling shareholders that during such time as they may be engaged in a distribution of these shares, they are required to comply with Regulation M under the Exchange Act. With certain exceptions, Regulation M prohibits the selling shareholders, any affiliated purchasers and other persons who participate in such a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete.

        We have agreed to bear certain expenses of registration of the common stock under the federal and state securities laws and of any offering and sale hereunder not including commissions of dealers or agents, fees attributable to the sale of the shares and some other expenses. We have agreed to indemnify the selling shareholders, and we may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of these shares, against certain liabilities, including some potential liabilities under the Securities Act of 1933. The selling shareholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act of 1933.

        Beginning on or after the 120^th day following the effective date of this registration statement, we shall be entitled to suspend or terminate the effectiveness of the registration statement for a discrete period of time and from time to time, not exceeding 30 days in the aggregate, if, in good faith and in our reasonable judgment, we determine that maintaining the registration or allowing sales of the shares at such time would materially delay or interfere with any material financing, acquisition, corporate reorganization or other transaction.

        There can be no assurance that the selling shareholders will sell any or all of the shares of common stock offered by them under this prospectus. It is possible that a significant number of these shares could be sold at the same time. Such sales, or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.

LEGAL MATTERS

        The validity of the securities offered hereby has been passed upon for us by Morris, Manning & Martin, LLP, Atlanta, Georgia.

EXPERTS

        The financial statements of Firstwave for the fiscal years ended December 31, 2001 and 2002 incorporated in this prospectus by reference to the Annual Report on Form 10-K/A for the year ended December 31, 2002 and the financial statements with respect to Connect-Care, L.L.C. incorporated in this prospectus by reference to the Current Report on Form 8-K dated March 4, 2003, as amended, have been so incorporated in reliance on the report of Cherry, Bekaert & Holland, L.L.P., independent accountants, given on the authority of said firm as experts in auditing and accounting. The financial statements of Firstwave for the fiscal year ended December 31, 2000 incorporated in this prospectus by reference to the Annual Report on Form 10-K/A for the year ended December 31, 2002 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

16

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        The SEC allows us to "incorporate by reference" information filed with them, which means that we can disclose important information to you by referring you directly to those documents. The information incorporated by reference is considered to be a part of this prospectus. In addition, information we file with the SEC in the future will automatically update and supersede information contained in this prospectus and any accompanying prospectus supplement. Any information so updated or superseded shall not be deemed, except as so updated or superseded, to be a part of this prospectus. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until all of the shares of common stock described in this prospectus are sold or the offering of the shares covered by this prospectus is terminated:

(1)

Current Report on Form 8-K dated March 4, 2003, as amended; and



(2)

Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002.

        We will provide you with free copies of any of these documents or any other documents that have been incorporated by reference in this prospectus, without exhibits, unless an exhibit is incorporated into the document by reference, if you write us or call us at: Firstwave Technologies, Inc., 2859 Paces Ferry Road, Suite 1000, Atlanta, GA 30339, Attention: Judith A. Vitale, telephone (770) 431-1206.

17

FIRSTWAVE TECHNOLOGIES, INC.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

        The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. All of the amounts shown are estimated, except the SEC registration fee.

SEC registration fee		$	197.00
Legal fees and expenses		$	15,000.00
Accounting fees and expenses		$	3,000.00
Miscellaneous expenses		$	3,000.00
	Total	$	21,197.00

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 14-2-850 et seq. of the Georgia Business Corporation Code and Article 6 of the Registrant's Amended and Restated Bylaws set forth the extent to which the Registrant's directors and officers may be indemnified by the Registrant against liability that they may incur while serving in such capacity. These provisions generally provide that the directors and officers of the Registrant will be indemnified by the Registrant against any expenses (including attorneys fees), judgments, fines, and amounts paid in settlement which are allowed to be paid by the Company under Georgia law, incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that he is or was a director or officer of the Registrant or served with another corporation, partnership, joint venture, trust or other enterprise at the request of the Registrant if such director or officer conducted himself in good faith, and reasonably believed in the case of conduct in his official capacity, that such conduct was in the best interests of the Registrant, and in all other cases, that such conduct was at least not opposed to the best interests of the Registrant, and with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. These provisions do not eliminate or limit the liability of a director or officer for (i) any appropriation of any business opportunity of the Registrant in violations of his duties, (ii) acts or omissions which involve intentional misconduct or a knowing violation of law, (iii) liabilities of a director imposed by Section 14-2-832 of the Georgia Business Corporation Code, or (iv) any transaction from which the director or officer derived an improper personal benefit.

        The Registrant maintains an insurance policy insuring the Registrant and its directors and officers against certain liabilities, including liabilities under the Securities Act of 1933.

II-1

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

The following exhibits are filed as part of this Registration Statement:

Exhibit Number	Description of Exhibit
2.1	Merger Agreement dated March 3, 2003 by and between Firstwave Technologies, Inc., CC Subsidiary, Inc., Connect-Care, Inc., and certain shareholders of Connect-Care, Inc.*
5.1	Opinion of Morris, Manning & Martin, LLP.
10.1	Software License Agreement dated July 25, 2001 by and between Firstwave Technologies UK Limited and Electronic Data Systems Ltd.
10.2	Software Development and License Agreement dated December 23, 2002, by and between The Football Association Limited and Firstwave Technologies UK LTD**
10.3	Software License Agreement dated September 2, 2002 between the Football Association and Firstwave Technologies UK Limited
23.1	Consent of Cherry, Bekaert & Holland, L.L.P.
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of Morris, Manning & Martin, LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on Signature Page).

*

Previously filed with the Registrant's Current Report on Form 8-K filed March 4, 2003, as amended.

**

Confidential treatment has been requested with respect to portions of this document pursuant to Rule 406 of the Securities Act. The redacted portions of this document were filed separately with the Securities and Exchange Commission.

(b)

Financial Statement Schedules

        Not Applicable.

ITEM 17. UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

        (2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.

        (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)  That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 that is incorporated by reference in the Registration Statement 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.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or

II-2

otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and 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 April 29, 2003.

FIRSTWAVE TECHNOLOGIES, INC.
By:	/s/  RICHARD T. BROCK Richard T. Brock President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 29th day of April, 2003.

SIGNATURE	TITLE
/s/  RICHARD T. BROCK Richard T. Brock	President and Chief Executive Officer (Principal Executive Officer)
/s/  JUDITH A. VITALE Judith A. Vitale	Chief Financial Officer (Principal Financial and Accounting Officer)
* James R. Porter	Chairman of the Board of Directors
* Roger A. Babb	Director
* John F. Keane	Director
* Alan I. Rothenberg	Director

*By:
/s/  RICHARD T. BROCK Richard T. Brock
Attorney-in-Fact

II-4

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
5.1	Opinion of Morris, Manning & Martin, LLP
10.1	Software License Agreement dated July 25, 2001 by and between Firstwave Technologies UK Limited and Electronic Data Systems Ltd.
10.2	Software Development and License Agreement dated December 23, 2002, by and between The Football Association Limited and Firstwave Technologies UK LTD**
10.3	Software License Agreement dated September 2, 2002 between the Football Association and Firstwave Technologies UK Limited
23.1	Consent of Cherry, Bekaert & Holland, L.L.P.
23.2	Consent of PricewaterhouseCoopers LLP

**

Confidential treatment has been requested with respect to portions of this document pursuant to Rule 406 of the Securities Act. The redacted portions of this document were filed separately with the Securities and Exchange Commission.

II-5

QuickLinks

TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
FORWARD-LOOKING STATEMENTS
THE COMPANY
RISK FACTORS
THE OFFERING
USE OF PROCEEDS
SELLING SHAREHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
ITEM 17. UNDERTAKINGS.

SIGNATURES
EXHIBIT INDEX

EX-5.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 5.1

        [Letterhead of Morris, Manning & Martin, LLP]

May 1, 2003

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

Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

        This firm has acted as counsel to Firstwave Technologies, Inc., a Georgia corporation (the "Company"), in connection with its registration, pursuant to a registration statement on Form S-3 filed on March 17, 2003 with the Securities and Exchange Commission (the "Registration Statement"), for resale of 200,000 shares of the Company's common stock, no par value per share (the "Shares"), previously issued by the Company to certain shareholders in connection with the Company's acquisition of Connect-Care, Inc., a Georgia corporation, pursuant to a Merger Agreement dated March 3, 2003 by and among the Company, CC Subsidiary, Inc., a wholly-owned subsidiary of the Company, Connect-Care, Inc. and certain shareholders of Connect-Care, Inc. (the "Merger Agreement"). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the Registration Statement.

        For purposes of this opinion letter, we have examined copies of the following documents:

1.

The Registration Statement.

2.

An executed copy of the Merger Agreement.

3.

The Restated Articles of Incorporation of the Company, as amended, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect.

4.

The Amended and Restated Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect.

5.

Resolutions of the Board of Directors of the Company as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect.

        In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity, accuracy and completeness of all documents submitted to us, and the conformity with the original documents of all documents submitted to us as certified, telecopied, photostatic, or reproduced copies. We have also assumed the accuracy, completeness and authenticity of the foregoing certifications of public officials, governmental agencies and departments, and corporate officials. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

        This opinion letter is based as to matters of law solely on the laws of the State of Georgia. We express no opinion herein as to any other laws, statutes, regulations or ordinances.

        Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares are validly issued, fully paid and non-assessable under the laws of the State of Georgia.

        We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely for your use in connection with the filing of the Registration Statement and should not be quoted in whole or in part or otherwise be referred to, or filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm.

        We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not hereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended.

Very truly yours.

MORRIS, MANNING & MARTIN, LLP

/s/ Morris, Manning & Martin, LLP

QuickLinks

Exhibit 5.1

EX-10.1

Exhibit 10.1

SOFTWARE LICENCE AGREEMENT [firstwave. LOGO]

Licence Agreement Number: 10/1012

This Licence Agreement between Electronic Data Systems Ltd ("Licencee") whose registered office is at 4 Roundwood Avenue, Stockley Park, Uxbridge Middlesex UB11 1BQ and Firstwave Technologies UK Limited, ("Firstwave") whose registered office is at The Pavilion, 1 Atwell Place, Thames Ditton, Surrey KT7 0NF, is made the 25th day of July 2001 and covers Program Products to be licenced by Licencee pursuant to Order Forms, which may be submitted and accepted from time to time.

When Firstwave accepts an Order Form, Licencee will have, subject to the terms and conditions of this Agreement, a nontransferable and nonexclusive Licence to use the Program Products(s), optional features, if any, and related materials (collectively the "Licenced Program") described in the Order Form(s) referencing this Agreement. This Agreement applies to all program code, documentation, training materials, and enhancements embodying or related to the Licenced Program and any subsequent versions or releases of the Licenced Program which may be delivered to Licencee and the definition of Licenced Program includes all such code, documentation, materials and enhancements.

DELIVERY AND USE OF LICENCED PROGRAM
This Agreement authorises Licencee to use the Licenced Program(s), covered by Order Form(s) accepted by Firstwave, subject to the designated Maximum Users of Licencee at the installation site of Licencee identified on the Order Form and only for the internal operations of Licencee and for the processing of its own data. A "User" is any person who uses the Licenced Program under Licencee's control or at Licencee's direction or request, including any employee or independent contractor of Licencee or of any third party which sells or distributes Licencee's products or which provides goods or services to Licencee. The number of "Maximum Users" set forth in the Order Form establishes the legal limit for the total number of Users who are permitted to use the Licenced Program under this Licence Agreement. This number is calculated as the total number of Users who employ the Licenced Program, whether these Users are employing the software simultaneously or at different times during the term hereof.

Delivery of the Licenced Program will be F.O.B. Firstwave's facility in Thames Ditton, Surrey, UK (the "Delivery Point"). Firstwave shall put the Licenced Program in the possession of a carrier at the Delivery Point and Firstwave shall bear all costs and expenses in transportation and delivery.

TITLE, CONFIDENTIALITY AND RESTRICTIONS
Title to the Licenced Program remains with Firstwave, and the Licenced Program is a trade secret and the confidential and proprietary information of Firstwave. Licencee and its Users shall keep the Licenced Program strictly confidential, and Licencee must not disclose or otherwise distribute the Licenced Program to anyone other than Licencee's licenced Users. Licencee must not remove or destroy any proprietary markings of Firstwave. Licencee shall not permit anyone except its licenced Users to have access to the Licenced Program. Except for archive purposes, Licencee shall not make or permit others to make copies of or reproduce any part of the Licenced Program in any form without the prior written consent of Firstwave. In no event shall Licencee decompile, disassemble or otherwise reverse engineer any Licenced Program.

Licencee shall take all reasonable steps necessary to insure that the Licenced Program and Firstwave materials pertaining to the Licenced Program, or any portions thereof, are not made available or disclosed by Licencee or by any of its Users to any other party. Licencee agrees that all those individuals having access to the Licenced Program and Firstwave materials pertaining to the Licenced Program under this Agreement shall observe and perform this non-disclosure covenant, and that it will advise Firstwave, upon request, of the procedures employed for this purpose and identify all entities

1

that comprise Users. Licencee shall hold Firstwave harmless against any loss, cost, expense, claim or liability resulting from Licencee's breach of this non-disclosure obligation. The non-disclosure restrictions herein shall apply during the term hereof and for a period of five (5) years thereafter; provided that the restrictions shall continue to apply thereafter with respect to any trade secret information, for so long as such information retains its trade secret status. Upon termination of this Agreement, Licencee shall deliver to Firstwave all material furnished by Firstwave pertaining to the Licenced Program and shall also warrant in writing that all copies thereof have been returned to Firstwave or destroyed.

ENTIRE AGREEMENT AND MODIFICATIONS
This Agreement, including the reverse side hereof, the Order Form(s) and any other exhibits attached to this Agreement, represents the final and entire agreement between Firstwave and Licencee with respect to the Licenced Program, and Firstwave and Licencee agree that all other agreements, proposals, purchase orders, representations and other understandings concerning the Licenced Program, whether oral or written, between the parties are superseded in their entirety by this Agreement. No alteration or modifications of this Agreement will be valid unless made in writing and signed by the parties. No attachment, supplement or exhibit to this Agreement shall be valid unless signed by an authorised signatory of Firstwave.

LIMITED WARRANTY
Firstwave warrants that it has the right to grant the Licence described in this Agreement and the Order Form(s). Firstwave will defend or at its option, settle any action against Licencee based upon a claim that Licencee's use of the Licenced Program in accordance with this Agreement infringes any patent, copyright or other intellectual property right of any third party. In the defense or settlement of the claim, Firstwave may obtain for Licencee the right to continue using the Licenced Program, replace or modify the Licenced Program so that the Licenced Program becomes non-infringing or, if such remedies are not reasonably available, grant Licencee a refund for the Licenced Program as depreciated and accept the return of the Licenced Program. Firstwave disclaims all other liability for infringement or violation of any patents, copyrights or other rights of intellectual or industrial property, including any incidental or consequential damages.

Firstwave warrants for a period of ninety (90) days from the date of the first delivery of the Licenced Program that the Licenced Program will operate according to the specifications published by Firstwave for the Licenced Program, provided that Licencee has given Firstwave written notice of any performance failure within the ninety (90) day warranty period. Licencee's sole and exclusive remedy for any claim of breach of this limited warranty is that Firstwave shall either modify or replace the nonconforming Licenced Program so that the Licenced Program substantially conforms to such specifications. In the event Licencee notifies Firstwave of an error and after investigation Firstwave determines the error to be caused by hardware and software not sold or licenced to Licencee by Firstwave, or by incorrect procedures used by Licencee or a third party, Licencee shall reimburse Firstwave at Firstwave's then current rate for all costs incurred in such investigation.

Firstwave shall not be liable to Licencee for any liability, loss or damage caused or alleged to be caused directly or indirectly, incidentally or consequently, by any of the software or services provided hereunder or by any inadequacy thereof or deficiency or defect therein. Nothing in this Agreement shall be construed to impose liability on Firstwave for acts or omissions of the manufacturer, vendor or licensor of the Non-Firstwave Software. Firstwave shall not be liable for any damages caused by delay in shipment, installation or furnishing of any software or services under this Agreement, and in no event shall Firstwave be liable for loss of revenues, savings or profits, or for any indirect, special, consequential, or other similar damages arising out of any breach of this Agreement or of obligations or claims under or related to this Agreement. No action arising out of any claimed breach of the Agreement by Firstwave or otherwise relating hereto may be brought by Licencee more than one (1) year after the cause of action arises. Firstwave's aggregate liability for claims arising hereunder or

2

otherwise related hereto shall under no circumstances exceed the amount paid to Firstwave by Licencee hereunder.

WARRANTY AND LIABILITY LIMITATIONS
EXCEPT AS SET FORTH ABOVE, NO WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENCED PROGRAM(S) AND SERVICES PROVIDED UNDER ANY ORDER FORM(S) ATTACHED TO THIS AGREEMENT OR AS TO ANY CUSTOMISATION OF HARDWARE OR SOFTWARE IS GIVEN OR ASSUMED BY FIRSTWAVE AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

FIRSTWAVE DOES NOT WARRANT THAT THE LICENCED PROGRAM(S), IN CONJUNCTION WITH ANY SERVICES PROVIDED UNDER ANY ORDER FORM(S) ATTACHED TO THIS AGREEMENT WILL OPERATE TO SOLVE ANY GENERAL OR SPECIFIC CUSTOMER PROBLEM, OR MEET ANY GENERAL OR SPECIFIC CUSTOMER NEED.

GOVERNING LAW, CONSENT TO JURISDICTION
This Licence Agreement and all Order Forms, addendum's, attachments, amendments, modifications, alterations, supplements and schedules hereto shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England.

ASSIGNMENT
Licencee may not assign this Agreement, the use of any Licenced Program or its rights and obligations under this Agreement without the prior written consent of Firstwave.

TAXES AND DUTIES
The amounts set forth on any Order Form are exclusive of any tariffs, duties or taxes imposed or levied by any government or governmental agency including, without limitation, local sales, use, value added and personal property taxes, and Licencee agrees to pay any such tariffs, duties or taxes (other than franchise and income taxes for which Firstwave is responsible) upon presentation of invoices by Firstwave. Any claimed exemption from such tariffs, duties or taxes must be supported by proper documentary evidence delivered to Firstwave.

BREACH AND TERMINATION
If Licencee breaches any term of this Agreement or any Order Form or fails to pay when due any valid invoice rendered by Firstwave, or if the Licencee becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against Licencee, Firstwave shall have the right to terminate this Agreement immediately and, in addition to all other rights of Firstwave, all amounts which would have become due and payable under this Agreement and any Order Form will immediately become due and payable to Firstwave. Any invoice which is unpaid by Licencee when due shall be subject to an interest charge of 2% per month or part thereof plus such late payment charge as Firstwave may reasonably require to cover its additional costs of administration and collection.

PUBLICITY
The parties agree that Firstwave may utilise and otherwise publish Licensee's name and other information relating to this relationship without Licensee's consent provided such information is not Confidential Information or otherwise prohibited under the terms of this Agreement

3

The parties certify by their authorised agents that they have read this Agreement and agree to be bound by its terms and conditions.

Firstwave Technologies UK Limited		Electronic Data Systems Ltd
By:		By:
	(Authorised Signature)		(Authorised Signature) (in non-black ink)
RUSSELL LOARRIDGE Name		Name
VP UK Operations Title		Title
25 July 2001 Date		25 July 2001 Date

4

EX-10.2

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.2

"CONFIDENTIAL TREATMENT
REQUESTED UNDER 17 C.F.R. SS. 200.80
(B)(4), 200.83 AND 230.406"

Commercially
Confidential

THE FOOTBALL ASSOCIATION LIMITED

- -and-

FIRSTWAVE TECHNOLOGIES UK LTD

SOFTWARE DEVELOPMENT AND LICENCE AGREEMENT

TABLE OF CONTENTS

1.	INTERPRETATION			1
2.	THE FA RESPONSIBILITIES			1
3.	FIRSTWAVE SERVICES			2
4.	DELIVERY OF SOFTWARE TO THE FA			2
5.	OWNERSHIP AND SOURCE CODE			3
	5.1		Ownership of Intellectual Property Rights	3
	5.2		Source Code Escrow	3
	5.3		Release of FIRSTWAVE Escrow Materials	3
	5.4		Limited Licence to FIRSTWAVE Escrow Materials	4
	5.5		Confidentiality of FIRSTWAVE Escrow Materials	4
6.	CHARGES AND OTHER FINANCIAL PROVISIONS			4
	6.1		Charges to The FA	4
	6.2		VAT	4
	6.3		CLAS Royalty Payments	5
	6.4		CLAS Royalty Payment Terms	5
	6.5		Audit Rights	5
7.	WARRANTIES			5
	7.1		Provision of Services	5
	7.2		Personal Data	6
	7.3		Authority and Approval	6
	7.4		Third Party Software	7
	7.5		Exclusion of Warranties	7
8.	REMEDIES AND LIABILITIES			7
	8.1		IPR Indemnity	7
	8.2		Remedies Cumulative	8
	8.3		Waiver	8
	8.4		Limits of Liability	8
	8.5		Force Majeure	9
9.	TERMINATION			9
	9.1		Grounds for Early Termination	9
	9.2		Breach	10
	9.3		Change of Control	10
	9.4		Accrued Rights and Remedies	10
	9.5		Effect of Termination	10
	9.6		Survival of Obligations	11
10.	MISCELLANEOUS			11
	10.1		MEDIATION	11
	10.2		Confidentiality	11
	10.3		Publicity	12
	10.4		Insurance	13
	10.5		Communications	13
	10.6		Amendments	13
	10.7		Transfer, Subcontracting, Role of a Prime Contractor	13
	10.8		Further Assurance	14
	10.9		Severability	14
	10.1	0	Governing Law and Jurisdiction	14
	10.1	1	Entire Agreement	14
	10.1	2	Relationship of the Parties	14
	10.1	3	Third Party Rights	14
	10.1	4	No Poaching	14
SCHEDULE 1				16
	DEFINITIONS			16
SCHEDULE 2				19
	THE SERVICES			19
SCHEDULE 3				20
	ACCEPTANCE PROCEDURES			20
SCHEDULE 4				22
	CLAS DELIVERABLES			22
SCHEDULE 5				23
	FIRSTWAVE SOFTWARE LICENSE AGREEMENT			23

THIS AGREEMENT is made the 23 day of December 2002

BETWEEN:

(1)

THE FOOTBALL ASSOCIATION LIMITED, company number 77797 whose registered office is at 25 Soho Square, London, W1D 4FA ("The FA"); and

(2)

FIRSTWAVE TECHNOLOGIES UK LIMITED company number 3531967 whose registered office is at The Pavilion, 1 Atwell Place, Thames Ditton, Surrey KT7 0NF ("FIRSTWAVE").

RECITALS:

(A)

On 2^nd September 2002, The FA and FIRSTWAVE entered into an agreement for FIRSTWAVE to license certain software (the "Licensed Program") to The FA, to implement and support this software and to train users of the software (the "Software Licence Agreement", attached hereto as Schedule 5 and incorporated herein by reference).



(B)

Since September, with input and assistance from The FA, FIRSTWAVE have provided The FA with professional services to analyse the requirements for County and League Administration Systems (CLAS) and have designed a solution documented in the CLAS Specification.



(C)

FIRSTWAVE will develop the CLAS software in accordance with the terms set out below.

OPERATIVE PROVISIONS:

1.    INTERPRETATION

        1.1  In this Agreement:

        1.1.1    the terms and expressions set out in Schedule 1 or as may be defined in Schedule 5 shall have the meanings set out there;

        1.1.2    the masculine shall include the feminine and the neuter, and person shall mean corporation, partnership, firm, unincorporated association and natural person; and

        1.1.3    the singular shall include the plural and vice versa.

        1.2  A reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.

        1.3  Headings are included in this Agreement for ease of reference only and shall not affect the interpretation or construction of this Agreement.

        1.4  References in this Agreement to Recitals, Clauses, Schedules, and Paragraphs are, unless otherwise provided, references to the recitals, clauses and Schedules of this Agreement and to the paragraphs of the Schedules to this Agreement.

        1.5  In the event and to the extent only of any conflict or inconsistency between the provisions of this Agreement and the provisions of any document referred to or referenced in this Agreement, the provisions of this Agreement shall prevail.

2.    THE FA RESPONSIBILITIES

        From the date of this Agreement, The FA shall:

          2.1.    cooperate with FIRSTWAVE in refining the CLAS Specification for the development, testing, implementation and training of The FA staff to Use CLAS;

1

          2.2.    provide all necessary information and materials reasonably required by FIRSTWAVE to enable FIRSTWAVE staff to deliver the Services by the Delivery Date;

          2.3.    respond promptly to FIRSTWAVE's reasonable request for input and assistance as may be required to deliver the Services by the Delivery Date;

          2.4.    remit payment of Charges in accordance with the terms of this Agreement.

        The FA acknowledges that timely completion of CLAS will be, in part, determined by The FA's assistance and performance of its obligations and failure to respond to FIRSTWAVE's request for reasonable input and assistance may be deemed a Default by The FA and may result in the delay of FIRSTWAVE's performance of its Services hereunder. The parties acknowledge that the CLAS Specification defines a mutually agreeable reporting, escalation and resolution process to address such Defaults. To the extent that FIRSTWAVE's performance of its Services is delayed due to The FA's Default, then FIRSTWAVE shall not be deemed to be in default and the Delivery Date may be modified to reflect such delay without imposing any penalty on FIRSTWAVE.

3.    FIRSTWAVE SERVICES

        3.1  From the date of this Agreement, and in consideration of the Charges to be paid by The FA, FIRSTWAVE shall perform:

        3.1.1    the Development Services, and the Training and Implementation Services, until the Acceptance Date or Termination; and

        3.1.2    the Technical Support Services until 31^st December 2003.

in each case in accordance with the Service Levels set out in Schedule 2.

        3.2  In addition to The FA's Licence for the use of the Licensed Programs in accordance with the terms and conditions of the Software Licence Agreement (Schedule 5), on the Acceptance Date and after FIRSTWAVE's receipt of payment in full for all Charges from The FA, FIRSTWAVE shall grant The FA a non-exclusive, irrevocable, royalty free, licence in perpetuity, with power to sub-license (1) subcontractors providing services to The FA, and (2) holding companies, affiliated entities and affiliated individuals established in England for football purposes which are either responsible directly or indirectly for the business activities of The FA, to Use CLAS (together with the Source Code for CLAS) and updates thereto subject to the terms and conditions of this Agreement.

        3.3    Changes to CLAS Specifications

        Any material changes to the CLAS Specification requested by The FA after execution of this Agreement must be requested by The FA in writing. The parties will utilise the escalation process described in the CLAS Specification to review the change order request, determine the impact of the requested change on the project, including possible revisions to the CLAS Specification, change in the Delivery Date and, if appropriate, FIRSTWAVE will reassess the cost of the estimated professional services to undertake such change request. No changes will be undertaken until such time as the parties have mutually agreed in writing on the expected impact of the change request on the Delivery Date and the additional expense, if any, to implement such change request.

4.    DELIVERY OF SOFTWARE TO THE FA

        4.1  FIRSTWAVE shall deliver a copy of CLAS to The FA in accordance with Schedule 4. The parties specifically agree and acknowledge that time is of the essence in relation to the Delivery Date.

2

5.    OWNERSHIP AND SOURCE CODE

        5.1    Ownership of Intellectual Property Rights

        The FA agrees that all legal and beneficial ownership of all Intellectual Property Rights in CLAS and the CLAS Documentation, including but not limited to any and all Derivative Works and updates thereto, shall vest in FIRSTWAVE upon their creation and be the sole and exclusive property of FIRSTWAVE. To the extent that such Intellectual Property Rights do not automatically vest in FIRSTWAVE, The FA hereby assigns to FIRSTWAVE, including by way of future assignment, all rights, title and interest in such Intellectual Property Rights. The FA will execute and procure that its agents, servants, employees and contractors execute any additional documents reasonably necessary to vest ownership in FIRSTWAVE or to assist FIRSTWAVE in the application for or registration of such Intellectual Property Rights.

        5.2    Source Code Escrow

        During the term of this Agreement, FIRSTWAVE agrees that it will maintain a copy of the Source Code for CLAS and the eMarketing and eSales Licensed Programs in usable and accessible format, along with other necessary documentation associated with such software (the "FIRSTWAVE Escrow Material") in escrow with FIRSTWAVE's Escrow Agent on the basis of the Escrow Agent's standard "multi-licensee" escrow agreement. Upon the parties' execution of this Agreement and the appropriate escrow agreement among the parties, FIRSTWAVE shall not remove, limit, restrict or in any way inhibit The FA's access to the FIRSTWAVE Escrow Material following an Authorizing Event, as herein defined, without the prior mutual agreement of the parties.

        The FA shall be entitled to receipt of a copy of the Firstwave Escrow Material upon the occurrence of any of the following events (an "Authorizing Event"):

        5.2.1    FIRSTWAVE terminates all or substantially all of its ongoing business operations relating to the subject of this Agreement; or

        5.2.2    FIRSTWAVE passes a resolution or a court of competent jurisdiction makes an order that FIRSTWAVE be wound up otherwise than for the purpose of bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of FIRSTWAVE's business or any part thereof, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver, manager or administrator or which entitle the court otherwise than for the purpose of bona fide reconstruction or amalgamation to make a winding up order, or FIRSTWAVE is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or FIRSTWAVE is affected in any jurisdiction other than England and Wales by any matter of substantially similar effect to any of the matters referred to above; or

        5.2.3    FIRSTWAVE fails to provide Technical Support Services for CLAS as specified in this Agreement and such failure is not cured within forty-five (45) days from and after the date written notice is received by FIRSTWAVE from The FA of such failure; or

        5.2.4    Following Acceptance of CLAS during the term of this Agreement, The FA delivers ninety (90) days' written notice of Termination of the Technical Support Services hereunder to FIRSTWAVE and advises FIRSTWAVE of its intent to obtain a copy of the FIRSTWAVE Escrow Materials.

        5.3    Release of FIRSTWAVE Escrow Materials

        Upon the occurrence of an Authorizing Event, Escrow Agent shall release, pursuant to the terms of the escrow agreement, a copy of the FIRSTWAVE Escrow Materials to The FA.

3

        5.4    Limited Licence to FIRSTWAVE Escrow Materials

        The use of the FIRSTWAVE Escrow Material subsequent to any Authorizing Event shall be limited solely to The FA and to contractors providing services to The FA and shall be for the sole purpose of providing The FA with full use of CLAS and the eMarketing and eSales Licensed Programs as contemplated under this Agreement. The costs relating to the escrow agreement shall be paid for by The FA. Reasonable costs, if any, relating to obtaining access to the FIRSTWAVE Escrow Material following an Authorizing Event shall be paid by The FA. FIRSTWAVE grants to The FA and to contractors providing services to The FA a nonexclusive, nontransferable, limited licence to use the Source Code form of FIRSTWAVE eMarketing and eSales Licensed Programs to prepare Derivative Works of CLAS as originally contemplated by this Agreement.

        For the avoidance of doubt, FIRSTWAVE's obligation to place Source Code relating to CLAS in escrow and the limited licence grant is without prejudice to its obligations in Schedule 4 to provide such Source Code and to the full licence granted in respect of CLAS at Clause 3.2.

        5.5    Confidentiality of FIRSTWAVE Escrow Materials

        The FA shall maintain in confidence all FIRSTWAVE Escrow Materials, including but not limited to the Source Code for FIRSTWAVE's Licensed Programs released to The FA pursuant to this Clause. The FA shall use at least the same degree of care and other security measures as it uses to protect its own confidential technical information in order to guard against any use or disclosure of such information that is not necessary for The FA to utilise the Escrow Materials. The FA further agrees not to disclose such information to anyone other than employees and contractors who have a need to know or obtain access to such information in order to perform their duties and who are bound to protect such information as confidential.

6.    CHARGES AND OTHER FINANCIAL PROVISIONS

        6.1    Charges to The FA

        6.1.1    In consideration of FIRSTWAVE granting the Licences and providing the Services, The FA shall pay to FIRSTWAVE:

        6.1.1.1    A non-refundable amount of [++++++++++++++++++++++ (£+++++++)] payable as follows:

        (A)    [+++++++++++++++++++++++++++++++++++++++++ (£+++++++)] on signature of this Agreement; and

        (B)    [+++++++++++++++++++++++++++++++++++++ (£+++++++)] on or before March 31^st, 2003; and

        6.1.1.2    [+++++++++++++++++++++++++++++++++++++++++++++++++++++++ (£+++++++)] for the Development Services for CLAS on the Acceptance Date.

        6.1.2    The FA shall, subject to receipt of invoice, pay the Charges (i) in respect of Clause 6.1.1.1(A) above within thirty (30) days of signature of this Agreement, and (ii) in respect of Clause 6.1.1.1(B) above on or before March 31^st, 2003.

        6.2    VAT

        6.2.1    The Charges are stated exclusive of VAT.

        6.2.2    The FA shall pay the Value Added Tax on the Charges at the rates and in the manner prescribed by the law from time to time subject to the production by FIRSTWAVE of a valid tax invoice giving the requisite details of the taxable supply.

4

        6.3    CLAS Royalty Payments

        In the event FIRSTWAVE markets, licenses and delivers CLAS or Derivative Works of CLAS to another legal entity in the Sports Vertical, and receives licence fee payments for such implementation, FIRSTWAVE shall pay to The FA, during the two (2) year period immediately following the Acceptance Date of CLAS by The FA (the "CLAS Royalty Term") an amount equal to [++++++++percent (++%)] of the Net Revenue received by FIRSTWAVE during the CLAS Royalty Term up to a maximum of [+++++++++++pounds+(£+++++++++)] (hereinafter the "CLAS Royalty Payment"). For the avoidance of doubt, FIRSTWAVE's obligation to pay the CLAS Royalty Payment shall terminate upon the expiration of the CLAS Royalty Term.

        For purposes hereof, "Sports Vertical" means any legal entity using CLAS or Derivative Works of CLAS for the management of sporting associations or performance of sporting events as its primary business; and "Net Revenue" means the net licence fees received by FIRSTWAVE for licences granted to third parties to Use CLAS or Derivative Works of CLAS, exclusive of development services, training and implementation services, technical support services, professional service fees, any other service fees or any taxes related thereto. FIRSTWAVE agrees to allocate fees paid by such third parties in good faith in a way that does not unfairly reduce the amount of such fees that are allocable to licences for CLAS or Derivative Works of CLAS. Failure by The FA to accept CLAS and pay all Charges specified in Clause 6.1 to FIRSTWAVE renders this Clause null and void.

        6.4    CLAS Royalty Payment Terms

        The CLAS Royalty Payment for FIRSTWAVE's distribution and licensing of CLAS or Derivative Works of CLAS shall become due thirty (30) days after the conclusion of each calendar quarter during which FIRSTWAVE has received payment for CLAS software or Derivative Works of CLAS less adjustments for returns. FIRSTWAVE shall furnish The FA with an accounting statement of the CLAS royalties earned for such calendar quarter together with payment for any amount of royalty shown thereby to be due to The FA.

        6.5    Audit Rights

        FIRSTWAVE will maintain full, accurate relevant records to support payments made to The FA. The records will be retained and made available for one (1) year from the date of the related payment. If The FA requests, FIRSTWAVE will make these records available either to The FA or to an independent certified public accountant mutually agreeable and compensated (other than on a contingency basis) by The FA. FIRSTWAVE may remove details of customer names from the records where this is required to protect customer confidentiality. The FA's request will be in writing and The FA will provide FIRSTWAVE sixty (60) days' prior notice, and will not occur more than once each year. The audit will be conducted during normal business hours at FIRSTWAVE's office and in such a manner as not to interfere with FIRSTWAVE's normal business activities. Such audit shall be at The FA's expense unless the audit reveals that CLAS Royalty Payments due hereunder have been under- reported, in which case FIRSTWAVE shall bear the reasonable costs of the audit and promptly pay such under-reported amount to The FA. Any auditor will sign FIRSTWAVE's reasonable confidentiality agreement.

7.    WARRANTIES

        7.1    Provision of Services

        7.1.1    FIRSTWAVE warrants to The FA that during the term of this Agreement:

        7.1.1.1    the Services shall be performed by appropriately experienced, qualified and trained personnel with all reasonable skill, care and diligence; and

5

        7.1.1.2    it shall discharge its obligations under this Agreement with all reasonable skill, care and diligence including but not limited to good industry practice; and

        7.1.1.3    the CLAS will substantially conform to the CLAS Specification;

        7.1.2    The FA warrants to FIRSTWAVE that during the term of this Agreement and while The FA subscribes to FIRSTWAVE's Technical Support Services, The FA will not alter, modify or change the CLAS software as delivered to The FA by FIRSTWAVE without promptly delivering a copy of all alterations, modifications and changes, in all forms, to FIRSTWAVE to enable FIRSTWAVE to provide Technical Support Services. The FA acknowledges and agrees that breach of this warranty may mean that FIRSTWAVE cannot provide effective Technical Support Services and such inability to provide Technical Support Services shall not be deemed a Default by Firstwave nor entitle The FA to certain remedies provided herein. Notwithstanding the foregoing, FIRSTWAVE shall deliver to The FA any and all updates to CLAS made by FIRSTWAVE in the normal course of maintaining FIRSTWAVE Licensed Programs or as may be modified for another entity using CLAS, provided such Derivative Works are subsequently incorporated into FIRSTWAVE's standard software. The Licences granted to The FA under Clause 3.2 shall be extended to cover such updates.

        7.2    Personal Data

        7.2.1    FIRSTWAVE's attention is hereby drawn to the Data Protection Act 1998 and to Directive 95/46/EC of the European Parliament and any legislation and/or regulations implementing them or made in pursuance of them (all referred to together as the "Data Protection Requirements").

          7.2.2    FIRSTWAVE and The FA each warrant that they will duly observe all their obligations under the Data Protection Requirements which arise in connection with this Agreement.

          7.2.3    In particular, as required by Schedule I, Part II of the Data Protection Act 1998, FIRSTWAVE shall;

              7.2.3.1    in respect of personal data supplied to it by The FA, only carry out processing (as defined by the Data Protection Act 1998) of that personal data on The FA's instructions from time to time; and

              7.2.3.2    comply with the obligations set out in the seventh principle of Schedule I in respect of all processing carried out on behalf of The FA.

        7.3    Authority and Approval

        Each of The FA and FIRSTWAVE warrants to the other party that:

          7.3.1    it has full capacity and authority and all necessary licences, permits and consents to enter into and to perform this Agreement;

          7.3.2    this Agreement is executed by a duly authorised representative; and

          7.3.3    the execution and delivery of this Agreement, and its performance of its obligations will not:

              7.3.3.1    result in a breach of any provision of its memorandum or articles of association; or

              7.3.3.2    result in a breach of or constitute a default under any instrument or agreement to which it is a party or by which it is bound; or

6

              7.3.3.3    result in a breach of any order, judgement or decree of any court to which it is a party or by which it is bound.

        7.4    Third Party Software

        FIRSTWAVE warrants that The FA does not require licences in respect of Third Party Software in order to Use CLAS as currently defined in the CLAS Specification. Notwithstanding the foregoing, The FA acknowledges that mutually agreed upon changes or updates to CLAS may require the need for Third Party Software which will be notified to The FA by FIRSTWAVE to the extent it becomes aware of the same. FIRSTWAVE warrants that, to the extent the need for Third Party Software arises, it will use its best endeavours to procure for The FA a licence to use the Third Party Software. Any such licence to The FA will be in accordance with the licence granted to FIRSTWAVE only where The FA does not enter into a direct licence with the relevant third party. Any charges incurred as a result of the Third Party Software becoming necessary will be mutually agreed in advance and in writing by the parties hereto.

        7.5    Exclusion of Warranties

        Except as expressly stated in this Agreement, all warranties, conditions and other terms (including without limitation, terms as to merchantability, fitness for purpose and description), whether express or implied by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.

8.    REMEDIES AND LIABILITIES

        8.1    IPR Indemnity

          8.1.1    FIRSTWAVE shall indemnify The FA against all claims, demands, actions, costs, expenses (including but not limited to reasonable legal costs and disbursements on a solicitor and client basis), losses and damages finally awarded by a court of competent jurisdiction or agreed to by FIRSTWAVE in settlement arising out of or in connection with any infringement or alleged infringement (including but not limited to the defence of such alleged infringement) by CLAS or the CLAS Documentation (other than documentation relating to Third Party Software and Third Party Agreements) of the Intellectual Property Rights of a third party worldwide.

          8.1.2    If CLAS or the CLAS Documentation becomes or are likely to become the subject of such a claim, The FA shall permit FIRSTWAVE, at FIRSTWAVE's option and expense, to procure for The FA the right to continue using CLAS and/or the CLAS Documentation, or to replace or modify them so that they are noninfringing, without adversely affecting their functionality or performance so that they continue to comply with the CLAS Specifications. This indemnity does not cover infringement claims based on or arising from:

              8.1.2.1    modifications of CLAS or the CLAS Documentation unless such modification was done with FIRSTWAVE's prior written approval, if infringement would have been avoided without such modification;

              8.1.2.2    the combination, operation, or use of CLAS with programs, data equipment, or other items or products not supplied or specified by FIRSTWAVE, if infringement would have been avoided without such combination, operation, or use;

              8.1.2.3 The FA-required designs and specifications, but only to the extent that the infringement results from a departure from FIRSTWAVE's own design specifications for CLAS; or

              8.1.2.4    the failure by The FA to use a modified version of CLAS and/or CLAS Documentation proposed by FIRSTWAVE in accordance with Clause 8.1.2, the use of which would have avoided the infringement.

7

          8.1.3    The FA shall indemnify FIRSTWAVE against all claims, demands, actions, costs, expenses (including but not limited to reasonable legal costs and disbursements on a solicitor and client basis), losses and damages finally awarded by a court of competent jurisdiction, or agreed to by The FA in settlement, arising out of or in connection with any infringement or alleged infringement (including but not limited to the defence of such alleged infringement) by any FA Confidential Information or other materials or information delivered or made available to FIRSTWAVE by The FA for use in connection with the design or development of CLAS or the CLAS Documentation.

          8.1.4    The foregoing indemnification by FIRSTWAVE and The FA shall be conditional upon:

              8.1.4.1    Each party shall promptly, notify the other in writing if any claim or demand is made or action bought against it for infringement or alleged infringement which may lead to a claim for indemnity hereunder;

              8.1.4.2    The indemnifying party shall at its own expense conduct any resulting litigation and the indemnified party hereby agrees to grant to the indemnifying party exclusive control of any such litigation and negotiations;

              8.1.4.3    Each party shall at the request and expense of the indemnifying party afford to such indemnifying party all reasonable assistance for the purpose of contesting any claim or demand made or action brought against The FA or FIRSTWAVE to which Clause 8.1.1 may apply.

          8.1.5    Neither party shall make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action to which Clause 8.1 may apply.

          8.1.6    The foregoing states the entire liability of the parties with regard to the infringement of any Intellectual Property Rights in connection with the other party's Confidential Information, CLAS and the CLAS Documentation.

        8.2    Remedies Cumulative

        Except as otherwise expressly provided in this Agreement, all remedies available to FIRSTWAVE or The FA for breach of this Agreement are cumulative and may be exercised concurrently or separately and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

        8.3    Waiver

          8.3.1    The failure of either party to insist upon strict performance of any provision of this Agreement, or the failure of either party to exercise any right or remedy to which it is entitled under this Agreement, shall not constitute a waiver and shall not reduce the obligations established by this Agreement.

          8.3.2    A waiver of any Default shall not constitute a waiver of any subsequent Default.

          8.3.3    No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing in accordance with the provisions of Clause 10.5.

        8.4    Limits of Liability

          8.4.1    Neither party excludes or limits liability to the other party:

              8.4.1.1    for death or personal injury caused by that party's negligence or the negligence of its employees or agents;

              8.4.1.2    for fraudulent misrepresentations;

8

              8.4.1.3    for any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or

              8.4.1.4    to pay sums properly due and owing to the other in the course of normal performance of this Agreement.

          8.4.2    Nothing in this Clause shall be taken as limiting the liability of either party in respect of the following Clauses: 8.1 (IPR Indemnity) and 10.2 (Confidentiality).

          8.4.3    Subject always to Clauses 8.4.1 and 8.4.2 the aggregate liability of each party to the other under or in connection with this Agreement shall not exceed one hundred percent (100%) of the Charges actually paid or received.

          8.4.4    Subject always to Clause 8.4.1, in no event shall either party be liable to the other for:

              8.4.4.1    loss of profits, business, revenue, goodwill, anticipated savings, management time, sales, turnover, damage to reputation, contracts, or customers;

              8.4.4.2    losses or liabilities under or in relation to any other contract.

          8.4.5    Subject always to Clause 8.4.1, in no event shall either party be liable to the other for indirect or consequential loss or damage.

          8.4.6    The parties agree that any order for specific performance made in connection with this Agreement in respect of either party shall be subject to the financial limitations set out in Clause 8.4.3.

          8.4.7    The parties agree that should any limitation or provision contained in this Clause be held to be invalid under any applicable statute or rules of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out herein.

        8.5    Force Majeure

          8.5.1    Any act, event, omission, happening or non-happening will only be considered Force Majeure if it is not attributable to the willful act, neglect or failure to take reasonable precautions of the affected party, its servants, agents or employees.

          8.5.2    If the performance of this Agreement by either party is prevented, hindered or delayed by reason of any Force Majeure event, both parties shall be entitled to a reasonable extension of time, subject to there being no entitlement to any additional costs incurred as a result of the delay nor any relief from Charges due during the delay (unless payment of Charges is prevented by the Force Majeure event) and provided that the party so delayed notifies the other party in writing without undue delay.

9.    TERMINATION

        9.1    Grounds for Early Termination

        Each party may at any time by notice in writing terminate this Agreement as from the date specified in such notice if the other party passes a resolution, or the Court makes an order that such party be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of such party, or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court, otherwise than for the purpose of a bona fide reconstruction or amalgamation, to make a winding-up order, or such party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs under the law of any other jurisdiction.

9

        9.2    Breach

          9.2.1    The FA may at any time by notice in writing terminate this Agreement in whole or in part as from the date specified in such notice if FIRSTWAVE is in Default of any material obligation under this Agreement and:

              9.2.1.1    the Default is capable of remedy and FIRSTWAVE shall have failed to remedy the Default within thirty (30) days (or such other reasonable period as may be agreed by the parties) of FIRSTWAVE's receipt of written notice specifying the Default and requiring its remedy; or

              9.2.1.2    the Default is not capable of remedy provided that (1) a Default shall not be treated as incapable of remedy within the meaning of Clause 9.2.1.1 merely because it has already occurred and (2) FIRSTWAVE shall not be considered to be in Default under this Agreement to the extent that the Default is caused by The FA.

          9.2.2    FIRSTWAVE may at any time suspend performance of FIRSTWAVE Services or terminate this Agreement in whole or in part as from the date specified in such notice where The FA is in Default of any material obligation under this Agreement, including The FA's failure to pay Charges due and payable under this Agreement and:

              9.2.2.1    The FA shall have failed to remedy such Default within fourteen (14) days (or such other reasonable period as may be agreed by the parties) of notice to The FA specifying the Default and requiring its remedy; and

              9.2.2.2    In the event of failure to pay Charges, such Charges shall not be the subject of any bona fide dispute between the parties.

        In the event payment of any invoice for Charges is outstanding beyond the due date, for each thirty day period, FIRSTWAVE shall reduce the CLAS Royalty Payment (as specified in Clause 6.3) payable to The FA by [+++percent+(+%)] up to a reduction of such payments to zero. In the event FIRSTWAVE elects to terminate this Agreement as a result of The FA's failure to remedy such Default, FIRSTWAVE shall retain all monies paid to it under the terms of this Agreement. This right to retain monies shall be without prejudice to any right of The FA to recover damages for breach of this Agreement, subject always to the limits of liability in Clause 8.4.

        9.3    Change of Control

        The F.A shall have the right to terminate where there is a change of control of FIRSTWAVE, as defined by Section 416 of the Income and Corporation Taxes Act 1988, provided that The FA:

          9.3.1    May only exercise this right for three (3) Months after the change of control; and

          9.3.2    May not exercise this right where The FA has agreed in advance in writing to the particular change of control (such agreement not to be unreasonably withheld or delayed) and such change of control takes place as proposed.

        9.4    Accrued Rights and Remedies

        The termination of this Agreement shall not prejudice or affect any claim, right, action or remedy which shall have accrued or shall thereafter accrue to either party.

        9.5    Effect of Termination

        In the event that this Agreement is terminated each party shall return to the other party all property belonging to the other party then in its possession, including all Confidential Information of the other party.

10

        9.6    Survival of Obligations

        Following the termination of this Agreement after Acceptance as provided for herein, neither party shall have any further obligation or right with respect to the other party under this Agreement except as set forth in this Clause 9.6 and in the following additional Clauses (and any relevant Schedules (or part thereof) referred to in such Clauses):

1	—	Interpretation
3.2	—	Licence grant
5	—	Ownership and Source Code
8.1	—	IPR Indemnity
8.4	—	Limits of Liability
8.2	—	Accrued Rights and Remedies
10.2	—	Confidentiality
10.3	—	Publicity
10.5	—	Communications
10.10	—	Governing Law and Jurisdiction
10.14	—	No Poaching
Schedule 1 — Definitions.

10.  MISCELLANEOUS

        10.1    Mediation

          10.1.1    All disputes between The FA and FIRSTWAVE arising out of or in connection with this Agreement shall be referred to the President and Chief Executive Officer of FIRSTWAVE and the Chief Executive of The FA for resolution.

          10.1.2    If the dispute cannot be resolved by the relevant parties' representatives within a maximum of fourteen (14) days after referral to them the parties may, by agreement, attempt to settle the dispute in accordance with the CEDR Model Mediation Procedure.

        10.1.3    Any mediation will take place not later than thirty (30) days after the parties have agreed to mediation. If there is any issue on the conduct of the mediation upon which the parties cannot agree within seven (7) days of commencing the mediation, then CEDR will, at the request of either party, decide the issue for the parties, having consulted with them.

        10.2    Confidentiality

        10.2.1    Each party acknowledges that any Confidential Information obtained from or relating to the other party, its agents or contractors is the property of that party.

        10.2.2    Each party hereby undertakes that:

        10.2.2.1    it shall only use Confidential Information for the purposes of this Agreement;

        10.2.2.2    it shall not disclose any Confidential Information during the term of this Agreement and for a period of three (3) years after termination to any third party without the prior written consent of the other party; and

11

        10.2.2.3    it shall take all necessary precautions to ensure that all Confidential Information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Agreement by its employees, servants, agents or Subcontractors.

        10.2.3    FIRSTWAVE further undertakes that it shall not use any FA Confidential Information to develop or market league or country administration or website software for football. Notwithstanding the foregoing, The FA acknowledges and agrees that the CLAS programs may be marketed and distributed by FIRSTWAVE to its customers and prospective customers.

        10.2.4    The provisions of Clauses 10.2.1 and 10.2.2 shall not apply to any information which:

        10.2.4.1    is or becomes public knowledge other than by breach of this Clause;

        10.2.4.2    is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;

        10.2.4.3    is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or

        10.2.4.4    is independently developed without access to the Confidential Information.

        10.2.5    Nothing in this Clause shall be deemed or construed to prevent either party from disclosing any Confidential Information obtained from the other party to any consultant, contractor or other person engaged by such party in connection herewith, provided that the disclosing party shall have obtained from the consultant, contractor or other person a signed confidentiality undertaking on substantially the same terms as are contained in this Clause 10.1.

        10.2.6    Nothing in this Clause shall be deemed or construed to prevent either party from disclosing any Confidential Information obtained from the disclosing party which is disclosed by either party in the discharge of its obligation to supply information for parliamentary, governmental, judicial or other administrative or regulatory purposes provided such disclosure is, wherever possible and lawful, made only after consultation with the other party and taking into account its reasonable requirements as to its timing, contents, and manner of disclosure of such Confidential Information.

        10.3    Publicity

        10.3.1    The FA shall not make any press announcements or publicise the contents or facts of this Agreement in any way, unless this has been approved in advance by FIRSTWAVE. FIRSTWAVE shall not unreasonably withhold or delay its approval. Nothing in this Clause 10.3.1 shall restrict The FA from making press announcements or publicising CLAS in any way, provided that The FA shall not mention FIRSTWAVE or its involvement in CLAS.

        10.3.2    FIRSTWAVE shall not make any press announcements or publicise the contents or facts of this Agreement in any way, unless this has been approved in advance by The FA The FA shall not unreasonably withhold or delay its approval. Notwithstanding the foregoing, (i) prior to Acceptance of CLAS, FIRSTWAVE may verbally identify The FA as its customer and only discuss the general scope of Services provided hereunder; and (ii) following Acceptance, nothing in this Clause 10.3.2 shall restrict FIRSTWAVE from creating a case study for prior approval by The FA of the CLAS implementation, and (iii) any publicity undertaken by FIRSTWAVE shall limit the information disclosed regarding The FA to identifying The FA as a customer and user of CLAS on the condition that further publicity is only permitted with the prior approval of The FA, which shall not be unreasonably withheld or delayed.

        10.3.3    Both parties shall use best efforts to ensure the observance of the provisions of Clause 10.3 by all their respective employees, agents, consultants, contractors and Subcontractors.

12

        10.4    Insurance

        Each party shall maintain adequate levels of insurance in respect of its liabilities under or in connection with this Agreement.

        10.5    Communications

        10.5.1    No communications from either party to the other shall have any validity under this Agreement unless made in writing and delivered in accordance with Clause 10.5.2 below.

        10.5.2    Any notice whatsoever which either party hereto is required or authorised by this Agreement to give or make to the other shall be given or made either by post in a prepaid letter, or by hand delivery or facsimile transmission or E-mail. Where a notice or other communication is sent by facsimile transmission or E-mail, it shall not be valid unless confirmed by post in a prepaid letter addressed to such other party in the manner specified in Clause 10.5.3 and if that letter is not returned as being undelivered within seven (7) days, that notice or communication shall be deemed for the purposes of this Agreement to have been given or made after two (2) days, for a letter, four (4) hours for facsimile transmission or E-mail, and on the day of delivery for a hand delivery.

        10.5.3    For purposes of Clause 10.5.2, the address of The FA shall be:

The Football Association Limited
25 Soho Square
London
W1D 4FA

FAO: Andrew Halstead;


Of FIRSTWAVE shall be:

Firstwave Technologies UK Limited
The Pavilion
1 Atwell Place
Thames Ditton, Surrey KT7 0NF
Attention: Russell Loarridge


With a copy to:

Firstwave Technologies, Inc.
Suite 1000, Overlook III
2859 Paces Ferry Road
Atlanta, Georgia 30339
USA
Attention: Judi Vitale.

        10.6    Amendments

        No amendment to the provisions of the Agreement shall be effective unless made by a written instrument signed by authorised representatives of both parties which expressly purports to amend this Agreement and which expressly refers to the Clause or Schedule so amended.

        10.7    Transfer, Subcontracting, Role of a Prime Contractor

        This Agreement is personal to FIRSTWAVE. FIRSTWAVE shall not assign, novate, or otherwise dispose of this Agreement or any part thereof without the previous consent in writing of The FA. The FA acknowledges and agrees that FIRSTWAVE may employ the services of a third party subcontractor for purposes of completing the Services hereunder.

13

        10.8    Further Assurance

        Both parties shall at their own expense promptly:

        10.8.1    execute all documents and do all acts and things reasonably required by the other party to give effect to the terms of this Agreement; and

        10.8.2    within such time limits as are reasonable within the circumstances provide all accurate information, documentation and assistance and access to staff and other resources reasonably requested by the other party to enable that other party to fulfil its obligations hereunder.

        10.9    Severability

        If any provision of this Agreement is held by any court of competent jurisdiction, or becomes due to any applicable statute or rule of law, invalid, illegal or unenforceable for any reason, such provision shall be severed from this Agreement and the remainder of the provisions hereof shall continue in full force and effect as if the invalid, illegal or unenforceable provision had been eliminated from this Agreement. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of this Agreement, the parties shall immediately commence good faith negotiations to remedy such invalidity. However, if the parties fail to complete such negotiations within a reasonable period of time, this Agreement shall terminate without further liability to either party.

        10.10    Governing Law and Jurisdiction

        This Agreement shall be considered as a contract made in England and Wales and according to the laws of England and Wales, and shall be subject to the non-exclusive jurisdiction of the High Court of England and Wales, to which the parties hereby submit.

        10.11    Entire Agreement

        This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and, save as may be expressly referred to or referenced in the Agreement, supersedes all prior representations, agreements, negotiations or understandings with respect to the Agreement, whether oral or in writing, other than any fraudulent or negligent misrepresentation made by either party

        10.12    Relationship of the Parties

        The parties acknowledge and agree that this Agreement shall not constitute, create or otherwise give effect to an agency relationship, a joint venture, pooling arrangement or partnership and that neither party shall have the right to bind the other without the other's prior written consent.

        10.13    Third Party Rights

        No person, other than the parties to this Agreement, shall have any right to enforce any of the provisions contained herein pursuant to the Contracts (Rights of Third Parties) Act 1999.

        10.14    No Poaching

        For the term of this Agreement and for the period of six (6) months thereafter, without the prior written consent of the other party, neither party shall either directly or indirectly solicit or entice away (or seek or attempt to entice away) from the employment of the other party any person employed (or any person who has been so employed in the preceding six (6) months) by such other party in the provision or receipt of the Services. For the avoidance of doubt, this Clause shall not apply to unsolicited responses by employees to general recruitment advertising.

14

IN WITNESS WHEREOF this Agreement has been executed on behalf of the parties as follows:

Signed for and on behalf of The FA
By	/s/ ANDREW HALSTEAD
Name	Andrew Halstead
Title	CIO
Date
Signed for and on behalf of FIRSTWAVE
By	/s/ RUSSELL LOARRIDGE
Name	Russell Loarridge
Title	VP of UK Operations
Date

15

SCHEDULE 1
Definitions
(Clause 1.1)

The expression set out below shall have the meanings ascribed thereto:

"Acceptance" means in accordance with the procedures in Schedule 3:

(a)

the FA's delivery to FIRSTWAVE of written notice of acceptance of the CLAS; or



(b)

The FA's failure to deliver to FIRSTWAVE written notice, within fourteen (14) working days of FIRSTWAVE notifying The FA that CLAS is ready for testing, that CLAS does not substantially conform to the CLAS Specification; or



(c)

the Expert determines that CLAS conforms substantially to the CLAS Specification; or



(d)

The FA's commencement of productive or commercial use of CLAS.

"Acceptance Date" means the date on which Acceptance of CLAS occurs.

"Agreement" means the Clauses and Schedules of this Agreement.

"CLAS" means (1) the jointly designed and developed new technology, and (2) the customisations to FIRSTWAVE's eMarketing and eSales Licensed Programs to develop the county and league administration software functionality delivered by FIRSTWAVE to The FA so as to meet the CLAS Specification, but expressly excluding Firstwave's Licensed Programs upon which such CLAS may be based or incorporated therein solely owned by FIRSTWAVE.

"CLAS Documentation" means all final and draft specifications, system and technical architecture for CLAS, all CLAS systems analysis and design documents, database schemas, test scripts and results, programming quality standards, instructional and operational documentation, training materials, data and data conversion routines, and all full privilege passwords for CLAS.

"CLAS Specification" means the detailed functional, performance, operational characteristics, and acceptance test procedures for CLAS developed by FIRSTWAVE and The FA and described or included in documents referred to in a written document, version 1.2, dated 19^th December 2002 and initialled by the parties for identification purposes and referred to as the Project Initiation Document.

"Charges" means the charges payable hereunder by The FA as set out in Clause 6.1 and any other fees or expenses which the parties mutually agree may be payable hereunder.

"Confidential Information" means all information designated as such by either party in writing together with all other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party, or information which may reasonably be regarded as the confidential information of the disclosing party.

"Default" means any material breach of the obligations of either party (including but not limited to fundamental breach or breach of a fundamental term or failure to remit payment in accordance with the terms hereof) or any material act or omission or gross negligence by either party, its employees, agents or subcontractors in connection with or in relation to the subject matter of this Agreement and in respect of which such party is liable to the other.

"Defect" means a material nonconformance of CLAS to the CLAS Specification.

"Delivery Date" means the 30th April 2003 or (1) such other date as may be mutually agreed upon by the parties or (2) as extended as a result of delay of Services (to the extent caused by The FA's Default) or by Force Majeure.

16

"Derivative Works" means a work that is based on one or more preexisting works, such as a revision, enhancement, modification, translation, abridgement, condensation, expansion, or any other form in which such preexisting works may be recast, transformed, or adapted, and that, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement.

"Development Services" means the Services set out at paragraph of Schedule 2.

"Escrow Agent" means the National Computing Centre Limited.

"Expert" means a mutually acceptable IT professional knowledgeable in the field of customer relationship management software and the utilization of application software programs in the football industry.

"Force Majeure" means any cause affecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality thereof) governmental regulations, fire, flood, or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available.

"Intellectual Property Rights" means patents, trade marks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, know-how, trade or business names and other similar rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom).

"Licence" means the rights granted by FIRSTWAVE to The FA: (i) to Use the Licensed Program(s) pursuant to the terms and conditions of the Software Licence Agreement; and (ii) to Use CLAS and the CLAS Documentation upon Acceptance thereof by The FA pursuant to the terms and conditions of this Agreement.

"Licensed Program(s)" shall have the meaning ascribed to it in the FIRSTWAVE Software Licence Agreement attached hereto as Schedule 5 and all updates thereto.

"Service Levels" means the levels of Service defined in Schedule 2.

"Services" means all the services to be performed by FIRSTWAVE under this Agreement as detailed in Schedule 2.

"Source Code" means the programs, documentation and materials, in a form intelligible to trained programmers and capable of being translated into object code for operation on computer equipment through compilation, and accompanied by documentation, including flowcharts, schematics describing data flows, data structures and control logic of the CLAS software programs and FIRSTWAVE's eMarketing and eSales Licensed Programs in sufficient detail to enable a trained programmer through study of such documentation to maintain and/or modify such programs.

"Subcontract" means any contract or agreement or proposed contract or agreement between FIRSTWAVE and any third party whereby that third party agrees to provide to FIRSTWAVE the Services or any material part thereof or services fundamentally necessary for the provision of the Services or any part thereof. For the avoidance of doubt, the term "Subcontract" shall not be regarded as including any contract or agreement between FIRSTWAVE and any third party for the provision of equipment or software, facilities or services necessary for the general discharge of FIRSTWAVE's business or any agreement between FIRSTWAVE and any third party for the provision of Third Party Software.

"Technical Support Services" means the Services set out in paragraph 4 of Schedule 2.

"Termination" of this Agreement includes its expiry by effluxion of time and any early termination of this Agreement in accordance with the provisions hereof.

17

"Third Party Software" means all software in which the Intellectual Property Rights are owned by a third party.

"Training and Implementation Services" means the services set out at paragraph 3 of Schedule 2.

"Use" means The FA's right to load, execute, store, transmit, display, copy (for the purposes of loading, execution, storage, transmission or display) or otherwise to utilise or modify software.

"Value Added Tax" means value added tax, sales tax, turnover tax or any similar tax.

"Working Day" means Monday to Friday inclusive and excludes statutory bank holidays in England and Wales.

18

SCHEDULE 2
The Services
(Clause 3)

Introduction

1.

This Schedule sets out details of the Services that FIRSTWAVE shall provide and the Service Levels associated with the Services.

Development Services

2.

FIRSTWAVE shall develop and deliver CLAS by the Delivery Date. The provisions of Schedule 3 shall apply to such acceptance testing.

Training and Implementation Services

3.

FIRSTWAVE shall provide Training and Implementation Services as set out in the CLAS Specification.

Technical Support Services

4.

FIRSTWAVE Technical Support provides support services to all customers who have a current support maintenance agreement with Firstwave. Standard support services are provided from 8:30 a.m. until 5:30 p.m. GMT Monday to Friday.

Under maintenance coverage, Licensee is entitled to software and documentation updates, as they are made available.

To ensure proper control and maintenance of applications, Firstwave requires that Licensee appoint one or more "system administrators" to interact with Firstwave Technical Support. This will maximize the amount of benefit your organisation receives and will ensure consistent and reliable communication.

Each customer issue is assigned to a Technical Support Representative who is primarily responsible for diagnosing and resolving the issue. The Technical Support Representative is also accountable for ensuring that the customer is regularly informed of the status of the issue. Throughout the process, the Technical Support Representative has direct and immediate access to senior level support and development personnel to accurately diagnose and resolve issues.

Licensee assigns a priority to each issue. This priority code helps Firstwave to understand the impact this issue has on Licensee's organisation. Firstwave's goal is to return the initial calls on all Priority 2, 3 and 4 issues within one hour. If the issue is reported as a Priority 1, the issue is immediately assigned to a Technical Support Representative.

Firstwave products feature Online Technical Support after hours and emergency support through a voice pager system. Technical assistance provided outside regular business hours such as nights, weekends or holidays, can be provided for an additional fee.

19

SCHEDULE 3
Acceptance Procedures

1.

The FA shall be entitled to test any or all of the CLAS software delivered pursuant to this Agreement in order to determine whether such CLAS software meets the applicable CLAS Specification and all other provisions of this Agreement. The FA may engage a third party to conduct acceptance tests on its behalf, provided that any such third party enters into a confidentiality agreement, as required by Clause 10.2.5. The FA shall conduct acceptance tests within fourteen (14) working days of FIRSTWAVE notifying it that the CLAS software is ready for testing.

2.

The FA shall notify FIRSTWAVE of the outcome of any acceptance tests, in particular whether the CLAS software has passed acceptance testing, and of any Defects identified during the tests.

3

FIRSTWAVE shall be entitled to a period not exceeding fourteen (14) working days, unless a longer period of time is mutually agreed upon, in which to rectify the CLAS software so as to ensure that it meets the CLAS Specification and all other provisions of this Agreement. On the expiry of this period, or upon FIRSTWAVE's earlier notification that it has successfully rectified the Defects, the procedures in paragraphs 1 and 2 above shall be repeated.

4.

If the CLAS software has not been accepted by the end of the acceptance testing period and any repeat acceptance testing period, The FA shall have the right either:

4.1

to accept the CLAS software, notwithstanding any Defects; or

4.2

to refer the mater to the Expert for final determination as to whether the CLAS software performs substantially in accordance with the applicable CLAS Specification in all material respects.

In the event The FA permits FIRSTWAVE to continue to rectify any Defects, for each thirty (30) days that such Defect has not been remedied, on the thirty-first day following such time period, an additional one percent (1%) shall be added to the CLAS Royalty Payment to be paid by FIRSTWAVE to The FA, provided the Defects are remedied and Acceptance occurs. The parties acknowledge that, where applicable, this increase in royalty rate shall be The FA's sole financial remedy for the delay in Acceptance and is a genuine pre-estimate of the loss suffered by The FA as a result of such delay.

5.

As soon as the Expert has accepted the appointment, the parties shall each submit a written report to it (copied to each other). The parties may submit any written replies that they wish to make to the Expert (copied to each other) within seven (7) days.

6.

The parties will afford the Expert all necessary assistance which it requires to consider the dispute, including, but not limited to, full access to any documentation relating to the CLAS software.

7.

The Expert shall be instructed to deliver its determination to the parties within seen (7) days after the submission of written reports.

8.

The Expert's decision shall be final and binding and, except in the event of a manifest error, not subject to appeal.

9.

The Expert shall have the same powers to require a party to produce documents or information to him and the other party as an arbitrator and each party shall in any event supply to the Expert such information that it has and is material to the matter and which it could be required to produce on disclosure pursuant to the Supreme Court Practice in proceedings in the Courts of England and Wales. The parties shall require the Expert to enter into a confidentiality agreement with them in respect of the documents or information received.

20

10.

FIRSTWAVE shall meet the Expert's fees in the event that the Expert concludes that the CLAS software does not perform substantially in accordance with the CLAS Specification in all material respects. The FA shall meet the Expert's fees in the event that the Expert concludes that the CLAS software does perform substantially in accordance with the CLAS Specification in all material respects.

11.

Upon Acceptance or Expert's conclusion that the CLAS does perform substantially in accordance with the CLAS Specifications, the balance of the Charges shall become immediately due and payable by The FA to FIRSTWAVE.

21

SCHEDULE 4
CLAS Deliverables
(Clause 4)

1.    Delivery of CLAS

        1.1  On the Delivery Date, FIRSTWAVE shall:

        1.1.1    provide to The FA and The FA shall accept one copy of the object code of CLAS; and

        1.1.2    provide to The FA and The FA shall accept the CLAS Documentation.

        1.2  On the Acceptance Date, FIRSTWAVE shall:

        1.2.1    provide to The FA and The FA shall accept one copy of the Source Code and the object code of CLAS; and

        1.2.2    provide to The FA and The FA shall accept an updated copy of the CLAS Documentation.

        1.3  FIRSTWAVE shall deliver these items to The FA, in electronic form whenever possible, to The FA's intranet (ICE) or else on paper to 25 Soho Square, London.

22

SCHEDULE 5
FIRSTWAVE Software License Agreement
(Recitals (A))

23

QuickLinks

EXHIBIT 10.2

TABLE OF CONTENTS
SCHEDULE 1 Definitions (Clause 1.1)
SCHEDULE 2 The Services (Clause 3)
SCHEDULE 3 Acceptance Procedures
SCHEDULE 4 CLAS Deliverables (Clause 4)
SCHEDULE 5 FIRSTWAVE Software License Agreement (Recitals (A))

EX-10.3

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.3

firstwave
SOFTWARE LICENCE AGREEMENT

Licence Agreement Number: 02/1005

This Licence Agreement between The Football Association ("Licencee") whose registered office is at 25 Soho Square, London W1 4FA and Firstwave Technologies UK Limited, ("Firstwave") whose registered office is at The Pavilion, 1 Atwell Place, Thames Ditton, Surrey KT7 0NF, is made the 2^nd day of September 2002 and covers Program Products to be licenced by Licencee pursuant to Order Forms, which may be submitted and accepted from time to time.

When Firstwave accepts an Order Form, Licencee will have, subject to the terms and conditions of this Agreement, a nontransferable and nonexclusive Licence to use the Program Products(s), optional features, if any, and related materials (collectively the "Licenced Program") described in the Order Form(s) referencing this Agreement. This Agreement applies to all program code, documentation, training materials, and enhancements embodying or related to the Licenced Program and any subsequent versions or releases of the Licenced Program which may be delivered to Licencee and the definition of Licenced Program includes all such code, documentation, materials and enhancements.

DELIVERY AND USE OF LICENCED PROGRAM

This Agreement authorises Licencee to use the Licenced Program(s), covered by Order Form(s) accepted by Firstwave, subject to the designated Maximum Users of Licencee at the installation site of Licencee identified on the Order Form and only for the internal operations of Licencee and for the processing of its own data. A "User" is any person who uses the Licenced Program under Licencee's control or at Licencee's direction or request, including any employee or independent contractor of Licencee or of any third party which sells or distributes Licencee's products or which provides goods or services to Licencee. The number of "Maximum Users" set forth in the Order Form establishes the legal limit for the total number of Users who are permitted to use the Licenced Program under this Licence Agreement. This number is calculated as the total number of Users who employ the Licenced Program, whether these Users are employing the software simultaneously or at different times during the term hereof.

Delivery of the Licenced Program will be F.O.B. Firstwave's facility in Thames Ditton, Surrey, UK (the "Delivery Point"). Firstwave shall put the Licenced Program in the possession of a carrier at the Delivery Point and Firstwave shall bear all costs and expenses in transportation and delivery.

TITLE, CONFIDENTIALITY AND RESTRICTIONS

Title to the Licenced Program remains with Firstwave, and the Licenced Program is a trade secret and the confidential and proprietary information of Firstwave. Licencee and its Users shall keep the Licenced Program strictly confidential, and Licencee must not disclose or otherwise distribute the Licenced Program to anyone other than Licencee's licenced Users. Licencee must not remove or destroy any proprietary markings of Firstwave. Licencee shall not permit anyone except its licenced Users to have access to the Licenced Program. Except for archive purposes, Licencee shall not make or permit others to make copies of or reproduce any part of the Licenced Program in any form without the prior written consent of Firstwave. In no event shall Licencee decompile, disassemble or otherwise reverse engineer any Licenced Program.

Licencee shall take all reasonable steps necessary to insure that the Licenced Program and Firstwave materials pertaining to the Licenced Program, or any portions thereof, are not made available or disclosed by Licencee or by any of its Users to any other party. Licencee agrees that all those

1

individuals having access to the Licenced Program and Firstwave materials pertaining to the Licenced Program under this Agreement shall observe and perform this non-disclosure covenant, and that it will advise Firstwave, upon request, of the procedures employed for this purpose and identify all entities that comprise Users. Licencee shall hold Firstwave harmless against any loss, cost, expense, claim or liability resulting from Licencee's breach of this non-disclosure obligation. The non-disclosure restrictions herein shall apply during the term hereof and for a period of five (5) years thereafter; provided that the restrictions shall continue to apply thereafter with respect to any trade secret information, for so long as such information retains its trade secret status. Upon termination of this Agreement, Licencee shall deliver to Firstwave all material furnished by Firstwave pertaining to the Licenced Program and shall also warrant in writing that all copies thereof have been returned to Firstwave or destroyed.

ENTIRE AGREEMENT AND MODIFICATIONS

This Agreement, including the reverse side hereof, the Order Form(s) and any other exhibits attached to this Agreement, represents the final and entire agreement between Firstwave and Licencee with respect to the Licenced Program, and Firstwave and Licencee agree that all other agreements, proposals, purchase orders, representations and other understandings concerning the Licenced Program, whether oral or written, between the parties are superseded in their entirety by this Agreement. No alteration or modifications of this Agreement will be valid unless made in writing and signed by the parties. No attachment, supplement or exhibit to this Agreement shall be valid unless signed by an authorised signatory of Firstwave.

LIMITED WARRANTY

Firstwave warrants that it has the right to grant the Licence described in this Agreement and the Order Form(s). Firstwave will defend or at its option, settle any action against Licencee based upon a claim that Licencee's use of the Licenced Program in accordance with this Agreement infringes any patent, copyright or other intellectual property right of any third party. In the defense or settlement of the claim, Firstwave may obtain for Licencee the right to continue using the Licenced Program, replace or modify the Licenced Program so that the Licenced Program becomes non-infringing or, if such remedies are not reasonably available, grant Licencee a refund for the Licenced Program as depreciated and accept the return of the Licenced Program. Firstwave disclaims all other liability for infringement or violation of any patents, copyrights or other rights of intellectual or industrial property, including any incidental or consequential damages.

Firstwave warrants for a period of ninety (90) days from the date of the first delivery of the Licenced Program that the Licenced Program will operate according to the specifications published by Firstwave for the Licenced Program, provided that Licencee has given Firstwave written notice of any performance failure within the ninety (90) day warranty period. Licencee's sole and exclusive remedy for any claim of breach of this limited warranty is that Firstwave shall either modify or replace the nonconforming Licenced Program so that the Licenced Program substantially conforms to such specifications. In the event Licencee notifies Firstwave of an error and after investigation Firstwave determines the error to be caused by hardware and software not sold or licenced to Licencee by Firstwave, or by incorrect procedures used by Licencee or a third party, Licencee shall reimburse Firstwave at Firstwave's then current rate for all costs incurred in such investigation.

Firstwave shall not be liable to Licencee for any liability, loss or damage caused or alleged to be caused directly or indirectly, incidentally or consequently, by any of the software or services provided hereunder or by any inadequacy thereof or deficiency or defect therein. Nothing in this Agreement shall be construed to impose liability on Firstwave for acts or omissions of the manufacturer, vendor or licensor of the Non-Firstwave Software. Firstwave shall not be liable for any damages caused by delay in shipment, installation or furnishing of any software or services under this Agreement, and in no

2

event shall Firstwave be liable for loss of revenues, savings or profits, or for any indirect, special, consequential, or other similar damages arising out of any breach of this Agreement or of obligations or claims under or related to this Agreement. No action arising out of any claimed breach of the Agreement by Firstwave or otherwise relating hereto may be brought by Licencee more than one (1) year after the cause of action arises. Firstwave's aggregate liability for claims arising hereunder or otherwise related hereto shall under no circumstances exceed the amount paid to Firstwave by Licencee hereunder.

WARRANTY AND LIABILITY LIMITATIONS

EXCEPT AS SET FORTH ABOVE, NO WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENCED PROGRAM(S) AND SERVICES PROVIDED UNDER ANY ORDER FORM(S) ATTACHED TO THIS AGREEMENT OR AS TO ANY CUSTOMISATION OF HARDWARE OR SOFTWARE IS GIVEN OR ASSUMED BY FIRSTWAVE AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

FIRSTWAVE DOES NOT WARRANT THAT THE LICENCED PROGRAM(S), IN CONJUNCTION WITH ANY SERVICES PROVIDED UNDER ANY ORDER FORM(S) ATTACHED TO THIS AGREEMENT WILL OPERATE TO SOLVE ANY GENERAL OR SPECIFIC CUSTOMER PROBLEM, OR MEET ANY GENERAL OR SPECIFIC CUSTOMER NEED.

GOVERNING LAW, CONSENT TO JURISDICTION

This Licence Agreement and all Order Forms, addendum's, attachments, amendments, modifications, alterations, supplements and schedules hereto shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England.

ASSIGNMENT

Licencee may not assign this Agreement, the use of any Licenced Program or its rights and obligations under this Agreement without the prior written consent of Firstwave.

TAXES AND DUTIES

The amounts set forth on any Order Form are exclusive of any tariffs, duties or taxes imposed or levied by any government or governmental agency including, without limitation, local sales, use, value added and personal property taxes, and Licencee agrees to pay any such tariffs, duties or taxes (other than franchise and income taxes for which Firstwave is responsible) upon presentation of invoices by Firstwave. Any claimed exemption from such tariffs, duties or taxes must be supported by proper documentary evidence delivered to Firstwave.

BREACH AND TERMINATION

If Licencee breaches any term of this Agreement or any Order Form or fails to pay when due any valid invoice rendered by Firstwave, or if the Licencee becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against Licencee, Firstwave shall have the right to terminate this Agreement immediately and, in addition to all other rights of Firstwave, all amounts which would have become due and payable under this Agreement and any Order Form will immediately become due and payable to Firstwave. Any invoice which is unpaid by Licencee when due shall be subject to an interest charge of 2% per month or part thereof plus such late payment charge as Firstwave may reasonably require to cover its additional costs of administration and collection.

3

The parties certify by their authorised agents that they have read this Agreement and agree to be bound by its terms and conditions.

Firstwave Technologies UK Limited	The Football Association
By:	By:
(Authorised Signature)	(Authorised Signature) (in non-black ink)
RUSSELL LOARRIDGE Name	Name
VP UK Operations Title	Title
2 September 2002 Date	Date

4

QuickLinks

Exhibit 10.3

EX-23.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on Form S-3/A, Pre-Effective Amendment Number 1, of our report dated February 27, 2003, related to the consolidated financial statements of Firstwave Technologies, Inc., which appears in the Company's Annual Report on Form 10-K/A, Amendment Number 1, as of and for the years ended December 31, 2002 and 2001. We hereby consent to the incorporation by reference in this Registration Statement on Form S-3/A, Pre-Effective Amendment Number 1, of our report dated February 27, 2003 relating to the financial statements of Connect-Care, LLC, as of and for the year ending December 31, 2002, which appears in the Company's Form 8-K/A, Amendment Number 2, dated April 29, 2003. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ Cherry, Bekaert & Holland, L.L.P.

Atlanta, Georgia
April 29, 2003

QuickLinks

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-23.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-3, as amended, of our report dated April 16, 2001 relating to the consolidated statement of operations and financial statement schedule, which appears in Firstwave Technologies, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 2002. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Atlanta, GA
May 1, 2003

QuickLinks

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS