MARKETING AND DISTRIBUTION AGREEMENT

                  NET2PHONE, INC. and AMERICOM ONLINE.COM, INC.


This Marketing and  Distribution  Agreement  ("Agreement") is made and effective
this 3rd day of April,  2000 by and between  Net2Phone,  Inc.  ("NET2PHONE"),  a
Delaware  Corporation  with offices at 171 Main Street,  Hackensack,  New Jersey
07601 USA and  AmericomOnline.com,  Inc.,  ("AMERICOM"),  a Delaware corporation
with offices at 6115 Jimmy Carter Boulevard, Suite A, Norcross, Georgia 30071.

     WHEREAS,  NET2PHONE  wishes to sell a range of products  and  services in a
retail and distributor channel; and

     WHEREAS,  AMERICOM has experience and access to certain  markets within the
retail and distributor channel.

     NOW,  THEREFORE,   in  consideration  of  the  premises,  as  well  as  the
obligations  herein made and  undertaken,  the parties,  intending to be legally
bound, do hereby agree as follows:


                     I. NET2PHONE'S OBLIGATIONS to AMERICOM

1.1  NET2PHONE  hereby  appoints  AMERICOM as its exclusive  representative  for
certain  accounts  ("Accounts")  as  specified  in Exhibit A: (the  "Accounts  &
Commissions  "), attached  hereto,  which may be modified from time to time upon
written   agreement   of  the  parties,   for  certain   products  and  services
(collectively  the "Products")  made available to AMERICOM by NET2PHONE for sale
through NET2PHONE's channel  distribution program as specified in Exhibit B (the
"Net2Phone  Products"),   which  Exhibit  B  shall  be  subject  to  change,  at
NET2PHONE's  sole  discretion,  from time to time upon written  notification  to
AMERICOM.

1.2 NET2PHONE  shall furnish to AMERICOM  sales  materials,  sample kits,  order
forms,  advertising  literature,  and sale  price  lists of the  Products  to be
distributed by AMERICOM.  Such materials shall remain the exclusive and absolute
property of NET2PHONE and all such material not  distributed in accordance  with
the terms of this Agreement shall be returned immediately upon request.

1.3 All prices and terms of sale shall be established by NET2PHONE, and shall be
subject  to  change at  NET2PHONE's  sole  discretion,  upon  written  notice to
AMERICOM.

1.4 NET2PHONE  shall provide  AMERICOM and AMERICOM's  employees with reasonable
training and instruction in connection with the Products, as shall be determined
by NET2PHONE in its sole discretion.

NET2PHONE  shall  advise  AMERICOM  of material  communications  relating to the
Accounts.

NET2PHONE shall directly invoice the Accounts,  and send a copy of such invoices
to AMERICOM.

Net2Phone shall compensate AMERICOM in accordance with the terms of Article III.

                     II. AMERICOM'S OBLIGATIONS to NET2PHONE

2.1 AMERICOM  agrees to use good faith efforts to sell,  promote and support the
Products in an effort to increase  the sales and market  share of the  NET2PHONE
Products.


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2.2 AMERICOM will coordinate and disburse written materials,  literature,  sales
programs, pricing, and policies for NET2PHONE to the Accounts.

2.3 AMERICOM will conduct all of its business in its own name as an  independent
contractor. AMERICOM will pay all expenses relating to its office and activities
and be responsible for the compensation and expenses of its employees.

2.4 AMERICOM shall comply with NET2PHONE's reasonable written policies which are
provided to AMERICOM, and shall communicate same to the Accounts.

2.5 AMERICOM  shall  present all orders as received  from the Accounts and shall
not, without NET2PHONE's prior written approval, alter, enlarge or limit orders;
accept the return of or make any allowance for Products sold. Orders are subject
to NET2PHONE's  acceptance and shall not be binding on NET2PHONE unless accepted
by NET2PHONE.

2.6 AMERICOM shall  promptly  furnish to NET2PHONE any  information  that it may
have, from time to time, relative to the credit standing of any of its Accounts.

2.7 AMERICOM agrees that it will attend,  at NET2PHONE's  request,  a reasonable
number  of   Account-specific   trade  shows  necessary  for  the  promotion  of
NET2PHONE's  Products  and will  perform  such tasks as  reasonably  required by
NET2PHONE at such trade shows.

2.8 AMERICOM agrees to make no false or misleading  representations with respect
to NET2PHONE or NET2PHONE's Products.  AMERICOM shall make no express or implied
warranties to customers or prospective  customers or their representatives or to
any other  person on behalf of  NET2PHONE  with  respect  to any of  NET2PHONE's
Products without  NET2PHONE's  express written consent.  AMERICOM agrees to hold
NET2PHONE  harmless  from  all  damages  resulting  from  AMERICOM's  breach  of
obligations under this paragraph.

                            III. FINANCES & EXPENSES

3.1 NET2PHONE  shall  compensate  AMERICOM for sales of NET2PHONE's  Products to
Accounts in the amounts set forth in Exhibit A, and shall award  AMERICOM  stock
options in accordance with the terms of Exhibit C.

3.2 AMERICOM's  commissions  shall be a percentage of the "Net Invoice  Revenue"
collected from the Accounts based upon the then- current Net Invoice Price as of
the time of any such  sale or  order,  set  forth on  Exhibit  B.  "Net  Invoice
Revenue"  shall  mean the  total  amount  collected  from an  Account  excluding
shipping charges,  mailing costs,  taxes,  insurance,  freight  allowances,  and
returns.

3.3 Commissions  will be paid within thirty (30) days after the end of the month
in  which  shipment  was  made,  together  with a  detailed  reconciliation  and
explanation of commissions paid; provided,  however,  that with respect to sales
resulting in a commission less than One Hundred ($100) Dollars,  such commission
shall be paid within sixty (60) days.

3.4  NET2PHONE  may deduct from any  commission  due  AMERICOM the amount of any
commissions  previously  paid or credited to AMERICOM on any sale of NET2PHONE's
Products  to the extent  that such  commission  has been paid or  credited  with
respect to any Product returned by the Account or on allowances  credited to the
Account for any reason by NET2PHONE.

3.5 In the event an Account fails to pay an invoice,  after  NET2PHONE has taken
reasonable  steps to effectuate  collection,  NET2PHONE shall advise AMERICOM in
writing of its intent to charge back  commissions  on the unpaid balance of such
invoice.  NET2PHONE  may then  deduct  the amount of  commissions  earned on the
unpaid invoice amount from AMERICOM's next commission check. However,  NET2PHONE
shall have the option to request that AMERICOM take reasonable  steps to collect
the entire amount of the debt or any portion thereof and upon collection, retain
the  appropriate  commission  percentage of collected  revenue,  as specified in
Exhibit A, and remit to NET2PHONE the balance of the amount  collected,  if any.
In the event that AMERICOM  shall not succeed in collecting  such unpaid Account
balance,  AMERICOM  shall not be required to commence  legal action  against any
Account(s),  and AMERICOM shall not be held responsible to remit any such unpaid
Account balance, notwithstanding commission chargebacks.

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                              IV. LEGAL FORMALITIES

4.1  NET2PHONE's  Exclusive  Rights.  NET2PHONE is and shall at all times be and
remain the owner of the Products,  the NET2PHONE services (the "Services"),  the
NET2PHONE  software (the "Software") and the NET2PHONE hardware (the "Hardware")
including,  without  limitation,  the  intellectual  property rights  associated
therewith  and  AMERICOM  shall not at any time be deemed to have  acquired  any
right in and to such  property.  AMERICOM  shall not sell the  Products  under a
private label without the prior written consent of NET2PHONE, and AMERICOM shall
not sell any competing Internet protocol telephony products,  services, software
and/or  hardware  similar  to or the same as the  Products,  Services,  Software
and/or Hardware provided by NET2PHONE. AMERICOM shall not reproduce,  decompile,
disassemble or reverse  engineer any of NET2PHONE's  Hardware or Software in any
manner   whatsoever  for  any  purpose.   AMERICOM  shall  not  use  NET2PHONE's
trademarks,  trade names, service marks, copyrights,  patents or logos ("Marks")
without NET2PHONE's prior written consent. AMERICOM shall not interfere or cause
any third party to interfere with NET2PHONE's  intellectual property rights. All
Marks  as  well as  NET2PHONE's  trade  secrets,  trade  practices,  copyrights,
patents,  operating  practices and  procedures,  good will,  and all other items
tangible or  intangible,  used  presently  or in the  future,  are the assets of
NET2PHONE  and shall remain  NET2PHONE's  exclusive  property.  Should  AMERICOM
violate this provision  NET2PHONE  shall be entitled to terminate this Agreement
and obtain immediate injunctive relief in addition to any other legal rights and
remedies available to NET2PHONE.

4.2  Confidentiality.  Neither party to this Agreement  shall disclose the terms
and conditions of this Agreement to any third party, nor will either party issue
a press release and/or otherwise disclose the existence of this Agreement to the
media or general  public,  without  the  express  written  consent of the other.
During  the  term  of  this  Agreement,  AMERICOM  may  obtain  confidential  or
proprietary  information  regarding  NET2PHONE or its affiliates  ("Confidential
Information").  AMERICOM  shall  hold such  Confidential  Information  in strict
confidence  and  shall not  reveal  same  without  NET2PHONEs'  express  written
consent.  Should AMERICOM violate this provision  NET2PHONE shall be entitled to
terminate this Agreement and obtain immediate  injunctive  relief in addition to
any other legal rights and remedies available to NET2PHONE.

4.3 Change in NET2PHONE  Procedure.  NET2PHONE  reserves the right to change the
billing,  pricing,  carrier,  and any other  procedure  contained  herein in its
absolute  and final  discretion.  AMERICOM  will be  notified in writing of such
changes,  the  effective  date of such changes,  and of any  resulting  material
effect upon AMERICOM's or NET2PHONE's obligations under this Agreement; and such
notice  shall be  incorporated  herein  and shall  become an  amendment  to this
Agreement.

4.4 Term & Termination. The term of this Agreement is one (1) year from the date
first written above (the "Initial  Term").  This Agreement  shall  thereafter be
renewed on an annual basis,  subject to  termination by either party upon thirty
(30) days prior written notice to the other party.  NET2PHONE may terminate this
Agreement  immediately upon notice to AMERICOM and recover from AMERICOM any and
all amounts due NET2PHONE from AMERICOM,  if any, under this  Agreement,  in the
event (i) AMERICOM fails to perform AMERICOM's  obligations  hereunder,  or (ii)
AMERICOM is declared insolvent or bankrupt,  or a petition is filed in any court
of competent  jurisdiction under the applicable  bankruptcy laws,  including for
liquidation  or  reorganization.  In  addition,  NET2PHONE  may  terminate  this
Agreement  immediately if the passage or adoption of any law, rule or regulation
would make it  materially  more  expensive for NET2PHONE to provide the Services
under this  Agreement  or  pursuant to a  determination  that the  provision  of
Services  under  this   Agreement  is  contrary  to  existing  laws,   rules  or
regulations. Either party may terminate this Agreement without cause upon thirty
(30) days  prior  written  notice to the other  after the  Initial  Term of this
Agreement.  In the event of  termination,  AMERICOM shall return any advertising
materials,  sales items,  Product samples and all other items owned by NET2PHONE
upon written request by NET2PHONE. The obligations of the parties that, by their
nature, survive termination of this Agreement shall so survive.

4.5 Non-Waiver.  NET2PHONE's  failure to require  AMERICOM's  performance of any
term or condition of this Agreement  shall not constitute a waiver and shall not
affect the right of  NET2PHONE  to later  enforce  such  provision,  unless such
waiver is made  expressly in writing signed by an authorized  representative  of
NET2PHONE.

4.6  Force  Majeure.  Neither  party  shall  be  liable  (except  in the case of
nonpayment) for Service  interruptions,  delays,  failures to perform,  damages,
losses or  destruction,  or  malfunction  of any  equipment  or any  consequence
thereof caused or occasioned  by, or due to fire,  flood,  water,  the elements,
acts of God,  war and threat of  imminent  war,  labor  disputes  or  shortages,
utility   curtailments,   power  failures,   explosions,   civil   disturbances,
governmental  actions,  shortages of equipment for supplies,  unavailability  of
transportation,  acts or omissions of third  parties,  or any other cause beyond
the affected party's reasonable control.  The party so delayed or prevented from
performing  shall  provide  prompt  notice of such force majeure event and shall
exercise  good  faith  efforts  to  remedy  any  such  cause  of  delay or cause
preventing performance.

4.7 Product Warranty. Each Product shall be warranted by either NET2PHONE or the
Product  manufacturer,  or both, for a warranty period of twelve months from the
date of  purchase  subject  to the  conditions  set forth on the  warranty  card
provided with each Product.

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<PAGE>

4.8 No Other Warranties.  Except for the foregoing,  while NET2PHONE attempts to
provide Services consistent with industry  standards,  results may vary based on
the quality of the Internet  connection for which NET2PHONE is not  responsible.
ALL  SERVICES  PROVIDED BY NET2PHONE  ARE  PROVIDED ON AN "AS IS" BASIS  WITHOUT
WARRANTY  OF  ANY  KIND,  EXPRESS,  IMPLIED  OR  STATUTORY,   INCLUDING  WITHOUT
LIMITATION   WARRANTIES  AS  TO  THE  DESCRIPTION,   QUALITY,   MERCHANTIBILITY,
NON-INFRINGEMENT,  COMPLETENESS,  FITNESS  FOR A  PARTICULAR  PURPOSE,  ALL SUCH
WARRANTIES BEING EXPRESSLY EXCLUDED AND DISCLAIMED.

4.9 Limitation of Liability. In no event will NET2PHONE be liable to AMERICOM or
any third party, for any direct, indirect,  special, incidental or consequential
losses or damages  arising in any manner from this Agreement and the performance
or  non-performance  of  obligations  hereunder  whether a claim is  brought  in
contract,  tort or other legal  theory,  and even if  NET2PHONE  knew in advance
about the possibility of such losses or damage.


4.10 Indemnification.

     (a)  AMERICOM shall indemnify,  defend and hold NET2PHONE,  its affiliates,
          subsidiaries,  officers, agents, directors, shareholders and employees
          (collectively  "Affiliates")  harmless  from and  against  any and all
          claims,  liabilities,  losses  or  damages  which  arise  out  of  (i)
          AMERICOM's breach  (including any  subcontractors of AMERICOM) of this
          Agreement or any acts or omissions  which in any way  misrepresent  or
          harm NET2PHONE, its Affiliates or any Services; (ii) any claims by any
          of its subagents.
     (b)  NET2PHONE shall indemnify,  defend and hold AMERICOM harmless from and
          against any and all claims, liabilities, losses or damages which arise
          out of (i)  NET2PHONE's  breach  of  this  Agreement  or any  acts  or
          omissions  which in any way  misrepresent  or harm AMERICOM;  and (ii)
          NET2PHONE's  breach of Product  warranties;  and (iii) infringement of
          the intellectual property rights of any third party, including patent,
          copyright or trademark infringement.

4.11  Independent  Contractors.  The parties  expressly agree that NET2PHONE and
AMERICOM  are  acting   hereunder  as  independent   contractors  and  under  no
circumstances shall any of the employees of one party be deemed the employees of
the other for any purpose.  This  Agreement  shall not be construed as authority
for either  party to act for the other party in any agency or other  capacity or
to make  commitments  of any kind for the account of, or on behalf of, the other
party,  except to the extent,  and for the purposes,  expressly provided for and
set forth herein.

4.12 Amendment and Modification. Subject to paragraph 4.3, no change, amendment,
modification, termination or attempted waiver of any of the provisions set forth
herein  shall be binding  unless made in writing  and signed by duly  authorized
representatives  of  both  parties  hereto,  and  no  representation,   promise,
inducement  or statement of intention has been made by either party which is not
embodied herein.

4.13 Assignment and Subcontracting.  AMERICOM shall not assign this Agreement or
any rights under this Agreement  without the prior written consent of NET2PHONE.
Subject to the foregoing,  this Agreement shall be binding upon and inure to the
benefit  of the  parties  hereto and their  respective  successors  or  assigns.
AMERICOM shall be permitted to subcontract to other  marketing  firms,  provided
that  it  shall  give  prior   written   notice  to   NET2PHONE   of  each  such
subcontractor's  name,  address  and  other  reach  information;  and  shall  be
responsible to ensure that all of the activities of such subcontractors shall be
in full compliance with each and every term and condition of this Agreement.

4.14 Notices. Any notice, approval, request,  authorization,  direction or other
communication  under this  Agreement will be given in writing and will be deemed
to have been  delivered and given for all purposes  herein two (2) business days
after it is sent by registered  or certified  mail,  prepaid and return  receipt
requested, or by nationally recognized overnight courier service, duly addressed
and with proper postage.  or upon receipt if sent via confirmed  facsimile or by
personal  delivery,  to the address set forth above or such other address as may
be provided by the other  party in writing  for the  purpose of  receiving  such
notices.

4.15  Jurisdiction.  This  Agreement  and the  relationship  between the parties
hereto shall be governed by the laws of the State of New Jersey  without  giving
effect to its conflicts of law provisions. Both parties consent to the exclusive
jurisdiction and venue in the courts of New Jersey.

4.16  Severability.  If a provision  of this  Agreement is held to be invalid or
unenforceable for any reason,  such determination  shall not affect the validity
or  enforceability  of any other part or provision of this Agreement in any way.
The parties agree to replace any invalid provision with a valid provision, which
most  closely  approximates  the  intent  and  economic  effect of such  invalid
provision.

4.17 Headings.  The article and paragraph headings used herein are for reference
purposes only, and shall not in any way affect the meaning or  interpretation of
this Agreement and the terms and provisions herein.

4.18 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which taken together will constitute one
and the same instrument.

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<PAGE>

4.19 Entire Agreement.  This Agreement,  including any exhibits attached hereto,
sets forth the entire  agreement  and  understanding  of the parties  hereto and
supersedes   and   merges   any   and   all   prior   proposals,   negotiations,
representations,  agreements,  arrangements  or  understandings,  both  oral and
written,  relating to the subject  matter  hereof.  The parties  hereto have not
relied on any proposal, negotiation or representation,  whether written or oral,
that is not expressly set forth herein.

4.20 Authority.  Each party represents and warrants that: i) the signatory shown
below has the  authority to bind the party on whose  behalf  he/she is executing
this Agreement; ii) the execution and delivery of this Agreement and performance
of such party's  obligations  hereunder have been duly authorized;  and iii) the
Agreement is a valid and legal agreement binding on such parties and enforceable
in accordance with its terms.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first written above.

<TABLE>

<S>                                        <C>

AmericomOnline.com, Inc.                   Net2Phone, Inc.

By: _________________________________      By: ____________________________________
Authorized Representative's Signature      Authorized Representative's Signature

_____________________________________      Jonathan Rand, Executive Vice President & Treasurer
Printed Name, Title
</TABLE>


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