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Exhibit 99.2

        Connect-Care, Inc. is engaged in the business of developing, marketing and distributing customer relationship management software and providing related products and services, including installation, support and maintenance services and marketing and distributing software and other products. Connect-Care, Inc. and Firstwave Technologies, Inc. will combine through a merger, with the entities involved including Firstwave Technologies, Inc., a Georgia corporation, CC Subsidiary, Inc., a Georgia corporation, Connect-Care, Inc., a Georgia corporation, and the shareholders of Connect-Care, Inc.

        The pro forma statements of the merged companies presented include the Balance Sheet as of December 31, 2002, and the Statement of Operations for the year ended December 31, 2002. One year is shown on the pro forma statements because, in accordance with Regulation S-X, the acquisition represents 20% or more of the total assets of Firstwave, but less than 40% of the total assets of Firstwave.

        The pro forma income statement shows that both Firstwave Technologies and Connect-Care would have had net income for the year ended December 31, 2002, and therefore when combined show a net income for the year ended December 31, 2002. Basic and diluted weighted average shares outstanding would have increased by the 200,000 shares offered in the transaction. The basic and diluted earnings per share reported by Firstwave Technologies would have decreased due to the small amount of net income reported by Connect-Care, Inc. offset by the 200,000 shares added to weighted average shares. Basic earnings per share would have decreased from $1.29 per share to $1.18 per share. Fully diluted earnings per share would have decreased from $.96 per share to $.90 per share.

        The pro forma balance sheet shows an increase in total assets from $12.4 million to $13.8 million, primarily from an increase in accounts receivable from Connect-Care customers, offset by the negative shareholders' equity of the Connect-Care acquisition shown in the indefinite life intangible assets. Total liabilities show an increase consistent with the increase in total assets from $12.4 million to $13.8 million, primarily from deferred revenue carried on the financial statements of Connect-Care and other liabilities offset by negative shareholders' equity. Any nonrecurring charges or credits and related tax effects were not considered in the pro forma condensed financial statements.

        The $300,000 earn-out provision of the merger agreement with Connect-Care makes this payment contingent upon the attainment of certain total revenues, including license revenues and associated maintenance revenues that would be recognized according to SOP 97-2, during 2003 from March through December. Such earn-out is contingent consideration based upon future financial performance. Such revenue attainment is offset by any net accounts receivable shown as of February 28, 2003, not collected by December 31, 2003. If the revenue targets are realized, the $300,000 will be paid in full. If the revenue targets are partially realized, then the payout is payable ratably. If the revenue target is met the payout will be accounted for on Firstwave's financial statements as an increase to the purchase price of the acquisition and an increase to intangible assets.

        The Company is accounting for the $300,000 as contingent consideration in accordance with paragraphs 25 through 28 of SFAS 141. As the amount, if any, of contingent consideration was not determinable at the acquisition date, no amount for the contingency will be recorded in the Company's financial statements until the contingency is resolved, or the consideration is issued or becomes issuable. The Company expects that, should any amount of contingent consideration be issuable, that such amount would result in an additional element of the cost of acquiring Connect-Care.

        In determining the acquisition price, Firstwave evaluated the recorded assets and liabilities of Connect-Care and determined that such assets and liabilities, given their short-term operating nature, would typically be stated at their fair value, or the amount that Firstwave would realize from the asset or to settle the obligation. The recorded liabilities of Connect Care (exclusive of the related party note payable and interest accrual) exceeded the assets of Connect Care. Firstwave then evaluated the estimated realizability and useful life of the software product of Connect Care and assigned an estimated net realizable amount to the software product. Firstwave then evaluated the existing customer base of Connect Care and estimated the potential future revenues that may be derived by

Firstwave from the customer relationships. Based on this evaluation, Firstwave estimated a value for the customer relationships. Utilizing this methodology Firstwave determined an estimated acquisition price.

        The following table summarizes the comprehensive purchase price including net liabilities assumed and estimated costs to complete the acquisition:

Purchase price	$	2,630,000	200,000 shares at $13.15
Net liabilities assumed	$	621,922
Estimated cost of acquisition	$	124,139
Comprehensive purchase price	$	3,376,061

        The primary objective of the Connect-Care acquisition was to acquire the customer relationships of the customer base of Connect-Care and, to a lesser degree, to acquire utilization of Connect-Care technology. Accordingly, a significant portion of the purchase price has been allocated to these intangible assets. Of the $3,376,061 purchase price, $300,000 was assigned as an estimated net realizable amount to the indefinite life intangible asset Connect-Care technology and $3,076,061 was assigned as an estimated value to the indefinite life intangible asset Connect-Care customer relationships. The Connect-Care technology asset consists of the source code for the ConnectCare 7 version of the product. We believe we will continue to derive revenue from licensing this product to new customers. The customer relationship asset represents the existing customer base of Connect-Care which we believe will continue to contribute revenue from the purchase of additional licenses of the Connect-Care product, purchase of additional service engagements, and renewals of annual maintenance agreements. We also expect that some of the existing active customers or former customers may transition to the Firstwave eCRM product. Both of these assets are determined to have an indefinite life due to the expectation that they have the ability to generate revenue and cashflow for a period which has not yet been determined. Accordingly, they will be evaluated for impairment in accordance with FAS No. 142 "Goodwill and Other Intangible Assets". There are no legal, regulatory, or contractual provisions that would limit the useful lives of these two assets. We consider such matters as demand, competition, and economic factors in evaluating the point at which an indefinite life asset becomes a definite life asset, and consider these matters in performing impairment evaluations.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR YEAR ENDED DECEMBER 31, 2002
(in thousands except per share data)

			FIRSTWAVE			CONNECT CARE			PRO FORMA COMBINED STATEMENT OF OPERATIONS
REVENUES
	SOFTWARE		$	2,934		$	976		$	3,910
	SERVICES			9,785			772			10,557
	MAINTENANCE			1,654			918			2,572
	OTHER			31			0			31
TOTAL REVENUE				14,404			2,665			17,069
COSTS AND EXPENSES
	COST OF REVENUE
		SOFTWARE		1,197			156			1,353
		SERVICES		3,252			461			3,713
		MAINTENANCE		515			354			869
		OTHER		31			0			31
										0
	SALES AND MARKETING			3,481			444			3,925
	PRODUCT DEVELOPMENT			699			266			965
	GENERAL & ADMINISTRATION			2,257			980			3,237
TOTAL COSTS AND EXPENSES				11,432			2,661			14,093
	OPERATING INCOME/ (LOSS)			2,972			4			2,976
	INTEREST INCOME, NET			53			0	(2)		53
	DIVIDENDS			(252	)		0			(252	)
	NET INCOME/(LOSS) APPLICABLE TO COMMON SHAREHOLDERS		$	2,773		$	4		$	2,777
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING				2,150						2,350	(1)
BASIC EARNINGS/(LOSS) PER SHARE			$	1.29					$	1.18
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING				3,153						3,353	(1)
DILUTED EARNINGS/(LOSS) PER SHARE			$	0.96					$	0.90

(1)

Includes 200,000 shares issued as consideration in the acquisition

(2)

Interest expense of $206,001 has been eliminated because the interest was associated to the $3,583,660 note payable that was not carried forward subsequent to the acquisition, and, therefore, was not a part of the acquisition.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2002
(in thousands)

		FIRSTWAVE		CONNECT CARE			PRO FORMA ADJUSTMENTS			PROFORMA COMBINED BALANCE
CURRENT ASSETS
	CASH AND CASH EQUIVALENTS	$	3,779	$	24					$	3,803
	ACCOUNTS RECEIVABLES, LESS ALLOWANCE FOR DOUBTFUL ACCOUNTS		2,406		982						3,388
	PREPAID EXPENSES AND OTHER ASSETS		664		50						714
TOTAL CURRENT ASSETS			6,849		1,056						7,905
PROPERTY AND EQUIPMENT, NET			738		44						782
SOFTWARE DEVELOPMENT COSTS, NET			2,041		0						2,041
TECHNOLOGY			0		0			300			300
INDEFINITE LIFE INTANGIBLE ASSETS			175		0			2,564			2,739
TOTAL ASSETS		$	9,803	$	1,100		$	2,864		$	13,767
LIABILITIES AND SHAREHOLDERS' EQUITY
	ACCOUNTS PAYABLE		909		147						1,056
	DEFERRED REVENUE		812		805						1,617
	ACCRUED EMPLOYEE COMPENSATION AND BENE		417		301						718
	DIVIDENDS PAYABLE		42		0						42
	OTHER ACCRUED LIABILITIES		802		81						883
TOTAL CURRENT LIABILITIES			2,982		1,334						4,316
NOTE PAYABLE TO MEMBER			—		3,584	(1)		(3,584	)		—
ACCRUED INTEREST			—		568	(1)		(568	)		—
TOTAL LIABILITIES			2,982		5,486			(4,152	)		4,316
SHAREHOLDERS EQUITY			6,821		(4,386	)		7,016			9,451
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	9,803	$	1,100		$	2,864		$	13,767

(1)

The agreement for the acquisition of Connect Care provided that this note payable would not be carried forward subsequent to the acquisition. Accordingly, the note and associated interest have been accounted for as having been contributed to equity at the time of acquisition.

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Exhibit 99.2