S-8

As filed with the Securities and Exchange Commission on February 9, 2004

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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

2859 Paces Ferry Road
Suite 1000
Atlanta, GA  30339
(Address of Principal Executive Offices, Including Zip Code)

Firstwave Technologies, Inc. 1993 Stock Option Plan and
Firstwave Technologies, Inc. Employee Stock Purchase Plan
(Full title of the Plans)

Richard T. Brock Chief Executive Officer Firstwave Technologies, Inc. 2859 Paces Ferry Road, Suite 1000 Atlanta, Georgia  30339 (770) 431-1200	Copy to: James Walker IV, Esq. Morris, Manning & Martin, LLP 1600 Atlanta Financial Center 3343 Peachtree Road, N.E. Atlanta, Georgia  30326 (404) 233-7000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Share (1)			Proposed Maximum Aggregate Offering Price (1)			Amount of Registration Fee
Common Stock, no par value, issuable under 1993 Stock Option Plan	416,667	shares (2)		$	5.80		$	2,416,669		$	306.20
Common Stock, no par value, issuable under Employee Stock Purchase Plan	16,667	shares (2)		$	5.80		$	96,669		$	12.25
TOTAL	433,334	shares (2)		$	5.80		$	2,513,338		$	318.45

(1)

Computed in accordance with Rule 457(c) and (h) of the Securities Act of 1933, based on the high and low sales prices of the common stock offered hereby on the Nasdaq SmallCap Market on February 5, 2004.

(2)

Pursuant to Rule 416, this Registration Statement shall be deemed to cover any additional securities to be offered or issued as a result of stock splits, stock dividends, or similar transactions, or the application of the anti-dilution provisions, with respect to the shares.  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

Pursuant to Rule 429, the Prospectus to be used under this Registration Statement also applies to the Form S-8 Registration Statements (SEC File Nos. 33-75374, 33-81102, 33-92574 and 333-55939) which registered the offer, sale and issuance of up to 400,000 shares of common stock issuable under the 1993 Stock Option Plan and the Form S-8 Registration Statements (SEC File Nos. 33-88304 and 333-55971) which registered the offer, sale and issuance of 23,333 shares of common stock under the Employee Stock Purchase Plan.  See “Explanatory Statement Regarding Prior Filings.”

EXPLANATORY STATEMENT REGARDING PRIOR FILINGS

               This Form S-8 Registration Statement of Firstwave Technologies, Inc. (the “Company” or the “Registrant”) is filed for the purpose of registering the offer, sale and issuance of 416,667 additional shares of common stock under the Company’s 1993 Stock Option Plan (the “Stock Option Plan”) and 16,667 additional shares of common stock under the Company’s Employee Stock Purchase Plan (the “Purchase Plan”).  All numbers relating to the shares of common stock presented herein give effect to the 1:3 reverse stock split approved by the shareholders of the Company on September 7, 2001.

               On May 14, 2001, the shareholders of the Company approved (a) an amendment to the Stock Option Plan that increased the number of shares reserved for issuance under the Stock Option Plan from 400,000 shares to 466,667 shares and an amendment to the Purchase Plan that increased the number of shares reserved for issuance from 23,333 shares to 30,000 shares.  On May 2, 2002, the shareholders of the Company approved (i) an amendment to the Stock Option Plan that increased the number of shares reserved for issuance under the Stock Option Plan from 466,667 shares to 516,667 shares and (ii) an amendment to the Purchase Plan that increased the number of shares reserved for issuance from 30,000 shares to 40,000 shares.  On May 1, 2003, the shareholders of the Company approved an amendment to the Stock Option Plan that increased the number of shares reserved for issuance from 516,667 shares to 816,667 shares.

               Pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement amends and updates the information contained in the Form S-8 Registration Statements previously filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) with respect to the Stock Option Plan and the Purchase Plan.  With respect to the Stock Option Plan, a total of 400,000 shares of common stock have been registered pursuant to the following: Form S-8 Registration Statement filed on February 16, 1994 (SEC File No. 33-75374), Form S-8 Registration Statement filed on July 1, 1994 (SEC File No. 33-81102), Form S-8 Registration Statement filed on May 22, 1995 (SEC File No. 33-92574) and Form S-8 Registration Statement filed on June 3, 1998 (SEC File No. 333-55939).  With respect to the Purchase Plan, a total of 23,333 shares of common stock have been registered pursuant to the following: Form S-8 Registration Statement filed on January 9, 1995 (SEC File No. 33-88304) and Form S-8 Registration Statement filed on June 3, 1998 (SEC File No. 333-55971).  Pursuant to General Instruction E to Form S-8, the contents of all prior registration statements filed with respect to the Stock Option Plan and the Purchase Plan, as amended, are incorporated by reference in this Registration Statement.

               This Registration Statement provides for the registration of an additional 416,667 shares of the Registrant’s common stock to be issued under the Stock Option Plan and 16,667 shares of the Registrant’s common stock to be issued under the Purchase Plan.  Accordingly, as amended, the total number of shares registered and reserved for issuance under the Stock Option Plan is 816,667 and the total number of shares registered and reserved for issuance under the Purchase Plan is 40,000.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               The documents containing the information specified in Part I will be sent or given to employees of the Company and other participants in the Stock Option Plan and the Purchase Plan as specified by Rule 428(b)(1) of the Securities Act.  In accordance with the instructions of Part I of Form S-8, these documents will not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.  These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents 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, as amended (the “Exchange Act”) (provided that nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC) 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)	the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2002 filed with the Commission on June 10, 2003 (SEC File No. 000-21202);
(2)	the Company’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2003 filed with the Commission on July 14, 2003;
(3)	the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed with the Commission on August 14, 2003;
(4)	the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 filed with the Commission on November 14, 2003;
(5)	the Company’s Current Report on Form 8-K dated March 4, 2003, as amended by Form 8-K/A filed with the Commission on July 14, 2003;
(6)	the description of the Company’s common stock, no par value per share, contained in the Registrant’s Registration Statement on Form 8–A/A, filed with the Commission on March 30, 1993 (File No. 000–21202).

               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) 431–1200.

Item 4.   Description of Securities

Not applicable.

Item 5.   Interests of Named Experts and Counsel

Not applicable.

Item 6.   Indemnification of Officers and Directors

               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

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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.

Item 7.   Exemption from Registration Claimed

Not applicable.

Item 8.   Exhibits

               The following exhibits are filed with or incorporated by reference into this Registration Statement pursuant to Item 601 of Regulation S–K:

Exhibit No.	Description
4.1	Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S–1 (SEC File No. 33–57984))
4.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3(b) of the Company’s Registration Statement on Form S-8 (SEC File No. 333-55939))
4.3	Articles of Amendment dated April 28, 1999 setting forth the designation of the Series A Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 of the Company’s Form 10-K for the year ended December 31, 2000 (SEC File No. 000-21202))
4.4	Articles of Amendment dated November 15, 2000 setting forth the designation of the Series B Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s Form 10-K for the year ended December 31, 2000 (SEC File No. 000-21202))
4.5	Articles of Amendment dated September 7, 2001 setting forth certain revisions to Series A and Series B Convertible Preferred Stock (incorporated by reference to exhibits filed as part of the Company’s Definitive Proxy Statement dated August 17, 2001 (SEC File No. 000-21202))
4.6	Articles of Amendment dated September 12, 2001 setting forth the one-for-three stock split (incorporated by reference to exhibits filed as part of the Company’s Definitive Proxy Statement dated August 17, 2001 (SEC File No. 000-21202))
4.7	Firstwave Technologies, Inc. Amended and Restated 1993 Stock Option Plan (incorporated by reference to Exhibit 4(a) of the Company’s Registration Statement on Form S-8 (SEC File No. 333-55939))
4.8	First Amendment to Firstwave Technologies, Inc. 1993 Stock Option Plan (incorporated by reference to Exhibit 4(c) of the Company’s Registration Statement on Form S-8 (SEC File No. 333-55939))

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4.9	Second Amendment to Firstwave Technologies, Inc. 1993 Stock Option Plan
4.10	Third Amendment to Firstwave Technologies, Inc. 1993 Stock Option Plan
4.11	Fourth Amendment to Firstwave Technologies, Inc. 1993 Stock Option Plan
4.12	Firstwave Technologies, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4(a) of the Company’s Registration Statement on Form S-8 (SEC File No. 333-55971)
4.13	First Amendment to Firstwave Technologies, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4(b) of the Company’s Registration Statement on Form S-8 (SEC File No. 333-55971))
4.14	Second Amendment to Firstwave Technologies, Inc. Employee Stock Purchase Plan
4.15	Third Amendment to Firstwave Technologies, Inc. Employee Stock Purchase Plan
4.16	Fourth Amendment to Firstwave Technologies, Inc. Employee Stock Purchase Plan
5.1	Opinion of Morris, Manning & Martin, LLP
23.1	Consent of Independent Certified Public Accountants
23.2	Consent of Independent Auditors
23.3	Consent of Morris, Manning & Martin, LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

Item 9.   Undertakings

(a)          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:

                              (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

                              (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

                              (iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference 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.

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               (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.

(b)          The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.

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

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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–8 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 this, the 9^th day of February, 2004.

FIRSTWAVE TECHNOLOGIES, INC.
By:	/s/ Richard T. Brock
	Richard T. Brock
	Chief Executive Officer

POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard T. Brock and Judith A. Vitale as his true and lawful attorneys–in–fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement relating to the registration of shares of common stock on Form S–8 and to sign any and all amendments (including post effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys–in–fact and agents, and each of them, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys–in–fact and agents, or any of them, or their or his substitute, could lawfully do or cause to be done by virtue hereof.

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

/s/ Richard T. Brock	Chief Executive Officer and Director	February 5, 2004
	(Principal Executive Officer)
Richard T. Brock
/s/ Roger A. Babb	Lead Director	February 5, 2004
Roger A. Babb
/s/ John F. Keane	Director	February 5, 2004
John F. Keane
/s/ Alan I. Rothenberg	Director	February 5, 2004
Alan I. Rothenberg
/s/ David R. Simmons	Director	February 5, 2004
David R. Simmons
/s/ John Spencer	Director	February 5, 2004
John Spencer

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EX-4.9

EXHIBIT 4.9

SECOND AMENDMENT TO THE
FIRSTWAVE TECHNOLOGIES, INC.
1993 STOCK OPTION PLAN

               This Second Amendment to the Firstwave Technologies, Inc. 1993 Stock Option Plan (the “Amendment”) is made as of the 14th day of May 2001, by Firstwave Technologies, Inc., a Georgia corporation (the “Company”).

WITNESSETH:

               WHEREAS, the Company established the Firstwave Technologies, Inc. 1993 Stock Option Plan and amended such plan May 12, 1998 (the “Plan”);

               WHEREAS, Section 15 of the Plan permits the Board of Directors of the Company to amend the Plan at any time without shareholder approval; provided, however, that the Board of Directors may condition any amendment on the approval of the shareholders of the Company if such approval is necessary or advisable with respect to tax, securities or other applicable laws to which the Company, the Plan, optionees or eligible employees are subject: and

               WHEREAS, the Board of Directors has authorized and directed, subject to such shareholder approval, the increase by 200,000 the total number of Shares which may be granted or awarded under the Plan.

               NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the Plan is amended as follows:

1.	By deleting the first sentence of Section 4 and substituting the following:
	“The Company has authorized and reserved for issuance upon the exercise of Options and Formula Options pursuant to the Plan an aggregate of 1,400,000 shares of no par value common stock of the Company (the “Shares”).
2.	This Amendment shall be effective as of the date set forth above.  Except as hereby amended, the Plan shall remain in full force and effect.

               IN WITNESS WHEREOF, the undersigned does hereby execute this
Amendment as of the date set forth above.

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

EX-4.10

EXHIBIT 4.10

THIRD AMENDMENT TO THE
FIRSTWAVE TECHNOLOGIES, INC.
1993 STOCK OPTION PLAN

               This Third Amendment to the Firstwave Technologies, Inc. 1993 Stock Option Plan (the “Amendment”) is made as of the 2nd day of May 2002, by Firstwave Technologies, Inc., a Georgia corporation (the “Company”).

WITNESSETH:

               WHEREAS, the Company established the Firstwave Technologies, Inc. 1993 Stock Option Plan and amended such plan May 12, 1998 and May 14, 2001(the “Plan”);

               WHEREAS, Section 15 of the Plan permits the Board of Directors of the Company to amend the Plan at any time without shareholder approval; provided, however, that the Board of Directors may condition any amendment on the approval of the shareholders of the Company if such approval is necessary or advisable with respect to tax, securities or other applicable laws to which the Company, the Plan, optionees or eligible employees are subject: and

               WHEREAS, the Board of Directors has authorized and directed, subject to such shareholder approval, the increase by 50,000 the total number of Shares which may be granted or awarded under the Plan.

               NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the Plan is amended as follows:

3.	By deleting the first sentence of Section 4 and substituting the following:
	“The Company has authorized and reserved for issuance upon the exercise of Options and Formula Options pursuant to the Plan an aggregate of 516,667 shares (post-split) of no par value common stock of the Company (the “Shares”).
4.	This Amendment shall be effective as of the date set forth above.  Except as hereby amended, the Plan shall remain in full force and effect.

               IN WITNESS WHEREOF, the undersigned does hereby execute this
Amendment as of the date set forth above.

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

EX-4.11

EXHIBIT 4.11

FOURTH AMENDMENT TO THE
FIRSTWAVE TECHNOLOGIES, INC.
1993 STOCK OPTION PLAN

               This Fourth Amendment to the Firstwave Technologies, Inc. 1993 Stock Option Plan (the “Amendment”) is made as of the 1st day of May 2003, by Firstwave Technologies, Inc., a Georgia corporation (the “Company”).

WITNESSETH:

               WHEREAS, the Company established the Firstwave Technologies, Inc. 1993 Stock Option Plan and amended such plan May 12, 1998 and May 14, 2001 and May 2, 2002(the “Plan”);

               WHEREAS, Section 15 of the Plan permits the Board of Directors of the Company to amend the Plan at any time without shareholder approval; provided, however, that the Board of Directors may condition any amendment on the approval of the shareholders of the Company if such approval is necessary or advisable with respect to tax, securities or other applicable laws to which the Company, the Plan, optionees or eligible employees are subject: and

               WHEREAS, the Board of Directors has authorized and directed, subject to such shareholder approval, the increase by 300,000 the total number of Shares which may be granted or awarded under the Plan.

               NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the Plan is amended as follows:

5.	By deleting the first sentence of Section 4 and substituting the following:
	“The Company has authorized and reserved for issuance upon the exercise of Options and Formula Options pursuant to the Plan an aggregate of 816,667 shares of no par value common stock of the Company (the “Shares”).
6.	This Amendment shall be effective as of the date set forth above.  Except as hereby amended, the Plan shall remain in full force and effect.

               IN WITNESS WHEREOF, the undersigned does hereby execute this
Amendment as of the date set forth above.

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

EX-4.14

EXHIBIT 4.14

SECOND AMENDMENT TO THE
FIRSTWAVE TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN

               THIS SECOND AMENDMENT is made as of the 30th day of June 1998, by FIRSTWAVE TECHNOLOGIES, INC. (the “Company”), a corporation duly organized and existing under the laws of the state of Georgia.

WITNESSETH:

               WHEREAS, the Company desires to amend the Plan to reflect a change in the determination of the option price.

               NOW, THEREFORE, the Plan is hereby amended, effective immediately, as follows:

1.	By deleting “lower of” and “(I) Beginning Date, or (II)” in Step 2 of Section 7(a)
2.	By deleting “the lower of (i) 85% of the fair market value of the shares on the Beginning Date, or (ii) in Section 7 (b)
Except a specifically amended hereby, the Plan shall remain in full force and effect as prior to this Second Amendment.
IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed on the day and year first above written.

FIRSTWAVE TECHNOLOGIES, INC.
By:	/s/ Richard T. Brock
	Richard T. Brock Chairman of the Board

EX-4.15

EXHIBIT 4.15

THIRD AMENDMENT TO THE
FIRSTWAVE TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN

               This Third Amendment to the Firstwave Technologies, Inc. Employee Stock Purchase Plan (the “Amendment”) is made as of the 14th day of May 2001, by Firstwave Technologies, Inc., a Georgia corporation (the “Company”).

WITNESSETH:

               WHEREAS, the Company established the Firstwave Technologies, Inc. Employee Stock Purchase Plan effective December 30, 1994 and amended such plan May 12, 1998 and June 30, 1998 (the “Plan”);

               WHEREAS, Paragraph 16 of the Plan requires the Board of Directors of the Company to submit for approval to the shareholders any amendment that would increase the number of shares authorized by the Plan; and

               WHEREAS, the Board of Directors has authorized and directed, subject to such shareholder approval, to increase by 20,000 the total number of Shares which may be granted or awarded under the Plan.

               NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the Plan is amended as follows:

3.	By deleting the second sentence of the first paragraph of Paragraph 11 and substituting the following:
	“The maximum number of shares made available for sale under the Plan shall be ninety thousand (90,000) shares, subject to adjustment upon changes in capitalization of the Company as provided in Paragraph 15 below.”
4.	This Amendment shall be effective as of the date set forth above.  Except as hereby amended, the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned does hereby execute this Amendment as of the date set forth above.

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

EX-4.16

EXHIBIT 4.16

FOURTH AMENDMENT TO THE
FIRSTWAVE TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN

               This Fourth Amendment to the Firstwave Technologies, Inc. Employee Stock Purchase Plan (the “Amendment”) is made as of the 2nd day of May 2002, by Firstwave Technologies, Inc., a Georgia corporation (the “Company”).

WITNESSETH:

               WHEREAS, the Company established the Firstwave Technologies, Inc. Employee Stock Purchase Plan effective December 30, 1994 and amended such plan May 12, 1998 and June 30, 1998 and May 14,2001 (the “Plan”);

               WHEREAS, Paragraph 16 of the Plan requires the Board of Directors of the Company to submit for approval to the shareholders any amendment that would increase the number of shares authorized by the Plan; and

               WHEREAS, the Board of Directors has authorized and directed, subject to such shareholder approval, to increase by 10,000 the total number of Shares which may be granted or awarded under the Plan.

               NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the Plan is amended as follows:

5.	By deleting the second sentence of the first paragraph of Paragraph 11 and substituting the following:
	“The maximum number of shares made available for sale under the Plan shall be forty thousand (40,000) shares (post-split), subject to adjustment upon changes in capitalization of the Company as provided in Paragraph 15 below.”
6.	This Amendment shall be effective as of the date se forth above.  Except as hereby amended, the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned does hereby execute this Amendment as of the date set forth above.

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

EX-5.1

EXHIBIT 5.1

[Letterhead of Morris, Manning & Martin, LLP]

February 9, 2004

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

               Re:            Registration Statement on Form S-8

Ladies and Gentlemen:

               This firm has acted as counsel for Firstwave Technologies, Inc., a Georgia corporation (the “Registrant”), in connection with the registration under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 filed today (the “Registration Statement”), of 433,334 shares of the Registrant’s common stock, no par value per share (the “Shares”), issuable pursuant to the Firstwave Technologies, Inc. 1993 Stock Option Plan and 16,667 Shares issuable pursuant to the Firstwave Technologies, Inc. Employee Stock Purchase Plan (collectively, the “Plans”).  This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 8(a) of Form S-8, 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.	A copy of the Plans and all amendments thereto as certified as of the date hereof by certain officers of the Company as then being complete, accurate and in effect;
3.	The Amended and Restated Articles of Incorporation of the Company, as amended, as certified by the Secretary of State of the State of Georgia on February 6, 2004;
4.	The Amended and Restated Bylaws of the Company, as amended, as certified on the date hereof by certain officers of the Company as then being complete, accurate and in effect;
5.	Resolutions of the Board of Directors of the Company adopted at meetings held on February 8, 2001, February 7, 2002, February 6, 2003 and February 5, 2004 as certified by certain officers of the Company on the date hereof as then being complete, accurate and in effect;
6.	Resolutions of the Shareholders of the Company adopted at meetings held on May 14, 2001, May 2, 2002 and May 1, 2003 as certified by certain officers of the Company on the date hereof as then being complete, accurate and in effect; and
7.	A certificate of certain officers of the Company, dated as of the date hereof, as to certain facts relating to the Company.

               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 corporate 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, when issued and delivered pursuant to the Plans and as contemplated by the Registration Statement, the Shares will be validly issued, fully paid and non-assessable under the laws of the State of Georgia.

               This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof.  We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

               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

-15-

EX-23.1

EXHIBIT 23.1

Consent of Independent Certified Public Accountants

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 2003 on the consolidated financial statements of Firstwave Technologies, Inc. and Subsidiary (the “Company”), included in the Company’s Annual Report on Form 10K/A for the year ended December 31, 2002, and to the incorporation by reference in the Company’s Registration Statements on Form S-8 (No. 33-75374, No. 33-81102, No. 33-88304, No. 33-92574, No. 333-55939, No. 333-55971).

/s/ Cherry, Bekaert & Holland, L.L.P.

Atlanta, Georgia
February 4, 2004

EX-23.2

EXHIBIT 23.2

Consent of Independent Auditors

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and the Registration Statements on Form S-8 (No. 33-75374, No. 33-81102, No. 33-88304, No. 33-92574, No. 333-55939 and No. 333-55971) of our report dated April 16, 2001 relating to the consolidated statement of operations and financial statement schedule for the year ended December 31, 2000, which appears in Firstwave Technologies, Inc.’s Annual Report on Form 10-K/A for the year ended December 31, 2002. 

/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
February 6, 2004