EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT  (hereinafter  referred  to as the  "Employment
Agreement") is made and entered into as of the 18th day of January, 2002, by and
between RETURN ON INVESTMENT  CORPORATION,  a corporation organized and existing
under  the  laws  of the  State  of  Delaware  (hereinafter  referred  to as the
"Employer"),  and AROL WOLFORD,  a resident of Fulton  County,  State of Georgia
(hereinafter referred to as the "Employee").

                               W I T N E S E T H:
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     WHEREAS,  the Employer desires to employ the Employee to perform the Duties
(as defined herein) and the Employee  desires to accept  employment on the terms
and conditions hereinafter stated; and

     WHEREAS,  in the  course  of his  employment,  the  Employee  will (i) gain
knowledge of the  business,  affairs,  customers and methods of the Employer and
also  techniques  in the  sale of the  Employer's  services  through  the use of
techniques,  systems,  forms and methods  used and devised by the Employer or at
the Employer's  expense,  (ii) have access to lists of the Employer's  customers
and their needs,  and (iii) become  personally  known to and acquainted with the
Employer's customers; and

     WHEREAS, the Employer would suffer irreparable harm if the Employee were to
use such knowledge,  information and personal  relationships in competition with
the Employer;

     NOW,  THEREFORE,  for and in consideration of the employment of Employee by
the Employer, and for and in consideration of the premises, the mutual covenants
and  agreements   hereinbelow  set  forth,  and  for  other  good  and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged  and  accepted  by all  parties  hereto and will not  hereafter  be
questioned or  challenged,  the Employer and the Employee  covenant and agree as
follows:

     1.   DEFINITIONS.

     (a)  "Area" as used herein means the current  geographic area consisting of
the states of Florida,  Georgia,  Illinois, and New York and any other county or
city where the  Employer  either  engages in the Business of the Employer or has
registered  with the  appropriate  governmental  authorities  to  engage  in the
Business of the Employer.

     (b)  "Business  of the  Employer"  as used herein means the business of (i)
selling payment  processing  software and providing related  services,  and (ii)
selling  software  for IBM iSeries 400 and AS/400  computer  systems  related to
e-mail, data communications, connectivity, and web enablement.

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     (c)  "Cause" as used herein means the following:  (i) willful dishonesty by
Employee towards or deliberate injury or deliberate attempted injury by Employee
to the  Employer,  (ii)  commission  of a felony  or other act  involving  moral
turpitude  which  adversely and materially  affects the Employer,  (iii) willful
failure or refusal to perform the Duties as shown on  Schedule A or  implement a
directive from the Board of Directors remaining uncured for a period of fourteen
(14) days  after  receipt  of  written  notice  specifying  such  failure,  (iv)
disclosure  of  Confidential  Information  or Trade  Secrets in violation of the
terms of this Agreement (v) a disability of Employee, including, but not limited
to, drug or alcohol abuse,  which prevents  Employee from  performing the Duties
for an uninterrupted  period of three (3) consecutive  months,  or (iv) death of
Employee.  The Cause shall be stated  specifically  in any notice of termination
given pursuant to Paragraph 6 (b) hereof.

     (d)  "Competing  Business"  as used  herein  means any  person,  concern or
entity which is engaged in or conducts a business selling products or performing
services  substantially  the same as the products sold or services  performed in
the Business of the Employer.

     (e)  "Change of Control" as used herein means, following the date hereof, a
change in ownership or  managerial  control of the stock,  assets or business of
the Employer  resulting from one or more of the following  circumstances,  which
shall  deemed  to  occur  on the  actual  date  on  which  any of the  foregoing
circumstances shall occur (provided,  however,  that in connection with a Change
of Control  specified in Section  1(E)(vii)  below, a Change of Control shall be
deemed  to occur on the date of the  filing  of the  relevant  proceeding  under
Chapter 11 of the Federal  Bankruptcy Code (or any successor or other statute of
similar import)):

          (i) A change in  ownership of the Employer  through a  transaction  or
     series  of  transactions,  such  that any  individual,  partnership,  joint
     venture,  association,  trust,  corporation  or  other  entity  or group (a
     "Person" or "Persons")  (other than any current  officer of the Employer or
     member  of  the  Board)  is  (are)  or  become(s),  in the  aggregate,  the
     Beneficial  Owner(s)  (as  defined by Rule 13d-3 of the  General  Rules and
     Regulations of the Act), directly or indirectly, of securities representing
     fifty percent (50%) or more of the Employer's then outstanding securities;

          (ii) Any consolidation or merger of the Employer in which the Employer
     is not the continuing or surviving  corporation or pursuant to which shares
     of the common  stock of the Employer  would be  converted  into cash (other
     than cash attributable to dissenters' rights), securities or other property
     provided  by a Person or  Persons  other  than the  Employer,  other than a
     consolidation  or merger of the Employer in which the holders of the common
     stock of the Employer immediately prior to the consolidation or merger have
     approximately  the same  proportionate  ownership  of  common  stock of the
     surviving corporation immediately after the consolidation or merger;

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          (iii)  The  closing  of  a  sale,   transfer,   liquidation  or  other
     disposition of all or substantially  all of the assets of the Employer to a
     Person or Persons.

     (f)  "Confidential  Information" as used herein means information disclosed
to,  acquired or learned by Employee as a consequence  of his  employment by the
Employer  and not  generally  known  to or by  Competing  Businesses  about  the
Business of the Employer or the Employer's financial affairs, including, without
limitation,   information   relating  to  research,   development,   inventions,
formulations, processes, accounting, marketing, distribution, all information of
the foregoing  type relating to any customer of the  Employer,  customer  lists,
customer  account  records,  training and  operations  material  and  memoranda,
personnel  records,  code books,  pricing  information and any other information
treated by the Employer as being confidential or labeled "Confidential," as well
as all physical  embodiments  of any of the  foregoing,  all of which are hereby
agreed to be the property of and confidential to the Employer.

     (g)  "Disability"  as used herein  means that the  Employee is incapable of
performing  the normal duties  required by his  employment  and performed by him
before such incapacity. Disability shall be deemed to have occurred on the first
day following a period of ninety (90)  consecutive  days of such  incapacity and
shall be deemed to  continue  from and after  such date  until the  Employee  is
capable of performing the normal duties required by his employment and performed
by him before such incapacity.

     (h)  "Duties" as used herein means the Duties shown on Schedule A, which is
attached to this Agreement and thereby made an integral part hereof.

     (i)  "Effective  Date" as used  herein  means the  Effective  Date shown on
Schedule A.

     (j)  "Good  Reason" as used herein  means:  (i) the required  relocation of
Employee,  without Employee's  consent,  to an employment location which is more
than forty (40) miles from the  Employee's  employment  location  on the date of
this  Agreement;  (ii) the removal of Employee  from,  or any failure to reelect
Employee  to,  any of the  positions  held by  Employee  as of the  date of this
Agreement or any other  positions to which Employee shall  thereafter be elected
or assigned  except in the event that such removal or failure to reelect relates
to  Termination  with  Cause of  Employee's  employment  or by  reason of death,
Disability or Voluntary Termination; (iii) a significant adverse change, without
Employee's  written  consent,  in the nature or scope of  Employee's  authority,
powers,  functions,  Duties or  responsibilities to a level below that which was
provided to Employee on the date of this Agreement;  or (iv) breach or violation
of any material provision of this Agreement by the Employer.

     (k)  "Proprietary   Information"   as  used   herein   means   Confidential
Information  and Trade  Secrets but shall not  include  any data or  information
received  by the  Employee  from  the  Employer  which is  already  known to the
Employee at the time it is  disclosed  to the  Employee,  or which  before being
divulged by the Employee (i) has become generally known to the public through no
wrongful act of the Employee;  (ii) has been rightfully received by the Employee
from a third  party  without  restriction  on  disclosure  and  without,  to the
knowledge of

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the Employee,  a breach of an obligation of confidentiality  running directly or
indirectly  to the  Employer;  (iii) has been  approved  for  release by written
authorization of the Employer; (iv) has been disclosed pursuant to a requirement
of a  governmental  agency  or of law  without  similar  restrictions  or  other
protections  against public  disclosure;  provided,  however,  that the Employee
shall  first  have  given  written  notice of such  required  disclosure  to the
Employer,  made a reasonable  effort to obtain a protected  order requiring that
the Proprietary Information so disclosed be used only for the purposes for which
disclosure is required and taken  reasonable steps to allow the Employer to seek
to protect the  confidentiality  of the Proprietary  Information  required to be
disclosed;  (v) is  independently  developed  by the  Employee  unrelated to the
Employee's  performance of the  Employee's  duties and  responsibilities  of the
Employee's  employment by the Employer without use,  directly or indirectly,  of
any of the  Proprietary  Information  received  from  the  Employer;  or (vi) is
furnished to a third party by the Employer  without any restriction on the third
party's right to disclose the Proprietary Information.

     (l)  "Termination  Payment" as used herein shall mean the payment described
in Paragraph 6 (a) of this Employment Agreement.

     (m)  "Trade  Secrets" as used herein  means the whole or any portion of any
scientific, technical or non-technical data, compilation,  program, information,
design, drawing, device, process, procedure,  manufacturing process, fabrication
process, formula,  improvement,  method,  techniques,  financial data, financial
plans, sales plans, business plans, product plans or list of actual or potential
customers, which is secret and proprietary and of value to the Employer.

     2.   EMPLOYMENT.

     (a)  The Employer hereby employs the Employee to perform the Duties for the
term hereof,  and the  Employee  hereby  accepts and agrees to such  employment,
subject to the provisions of this Employment Agreement.

     (b)  The Employee agrees to devote an average of twenty (20) hours per week
of his time, energy and skill to the performance of the Duties (vacation time as
shown on Schedule A, Employer holidays,  and reasonable  absences due to illness
excepted).

     (c)  The Employee agrees that he shall faithfully and industriously perform
the Duties to the best of his  ability  and in  accordance  with the  Employer's
direction and control pursuant to the terms of this Employment Agreement.

     (d)  The term of  Employee's  employment  under this  Employment  Agreement
shall  commence on the  Effective  Date and  continue  through  August 31, 2005,
subject, however, to prior termination as provided in this Employment Agreement.

     (e)  The Employee shall receive  compensation from the Employer as shown on
Schedule A in full  payment  for all of his  services  hereunder  and all rights
granted herein.

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     3.   OTHER  EMPLOYMENT.  The  Employer  acknowledges  and  agrees  that the
          Employee may perform services as an employee,  director,  officer,  or
          independent  contractor  or  consultant  for any  individual or entity
          other  than the  Employer  without  the prior  written  consent of the
          Employer,  provided that no such activity shall in any way violate the
          terms of this Employment Agreement.

     4.   REPORTS.  The Employee  agrees to submit to the Employer,  in writing,
          such  reports  related to his  services  hereunder as the Employer may
          request  from  time to time or as may be  required  by the  Employer's
          company policies.

     5.   REPRESENTATIONS.  The Employee hereby  represents and warrants that he
          has the  right  to  enter  into  this  Employment  Agreement  with the
          Employer  and to  grant  the  rights  contained  herein,  and that the
          provisions  of this  Employment  Agreement  do not  violate  any other
          contracts  or  agreements  that he has  entered  into  with any  other
          individual or entity.

     6.   TERMINATION OTHER THAN FOR CAUSE AND FOR CAUSE.

     (a)  The  Employer  may  terminate  the  Employee's  employment  under this
Employment Agreement at any time other than for Cause upon giving the Employee a
notice of termination,  provided,  however,  upon terminating the Employee other
than for Cause the  Employer  shall pay the  Employee  the sum of Three  Hundred
Sixty Thousand Dollars  ($360,000.00)  (the "Termination  Payment") on the terms
set forth below and the Employee's benefits as shown on Schedule A will continue
to be provided to the  Employee and paid for by the Employer for a period of two
(2)  years  after  the  termination  date  (the  "Continuing   Benefits").   The
Termination  Payment  shall be due and payable in twenty four (24)  semi-monthly
payments of Seven Thousand Five Hundred Dollars ($7,500.00)  commencing with the
next  semi-monthly  period after  termination  or shall be payable in such other
equal, or as nearly equal as practicable, installments on such other schedule as
the Employer may implement from time to time for general payroll  purposes.  The
Employer  may deduct  from each  payment  to the  Employee  any and all  amounts
required to be deducted or withheld for general  payroll  purposes in accordance
with the provisions of federal law and any applicable state law now in effect or
hereafter  in effect  including  without  limitation,  state and federal  income
withholding,  FICA and  other  withholding  tax  requirements,  and  such  other
deductions  permitted by the Employer  which Employee may authorize from time to
time. If a Change of Control occurs or if the Employee terminates his employment
for Good Reason,  the Employee  shall  receive the  Termination  Payment and the
Continuing Benefits.  Notwithstanding anything to the contrary contained herein,
the Employer and the Employee specifically acknowledge and agree that Paragraphs
7,  8,  9,  10,  and 11  hereof  shall  survive  termination  of the  Employee's
employment under this Employment  Agreement and that Paragraphs 7, 8, 9, 10, and
11  shall  continue  to be in  full  force  and  effect  after  termination  the
Employee's employment under this Employment Agreement.

     (b)  The  Employer  may  terminate  the  Employee's  employment  under this
Employment  Agreement at any time for Cause upon giving the Employee a notice of
termination stating  specifically the reason for such for termination for Cause.
Provided,  however,  in  the  event  the  Employer  terminates  this  Employment
Agreement for Cause and such Cause is curable

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by the Employee, the Employee shall have a period of fourteen (14) days from and
after his receipt of the notice of termination  given pursuant to this Paragraph
6 (b) to cure  such  conduct  to the  satisfaction  of the  Employer  and if the
Employee does not cure such conduct to the  satisfaction  of the Employer within
such  fourteen  (14) day  period  this  Employment  Agreement  shall  be  deemed
terminated  as of the original date of the  Employee's  receipt of the notice of
termination.  Notwithstanding  anything to the contrary  contained  herein,  the
Employer and the Employee specifically  acknowledge and agree that Paragraphs 7,
8, 9, 10, and 11 hereof shall survive  termination of the Employee's  employment
under this  Employment  Agreement and that  Paragraphs 7, 8, 9, 10, and 11 shall
continue  to be in full  force  and  effect  after  termination  the  Employee's
employment under this Employment Agreement.

     7.   CONFIDENTIAL INFORMATION; TRADE SECRETS.

     (a)  The Employee  will receive the  Proprietary  Information  and (i) will
hold the Proprietary Information in trust and in strictest confidence; (ii) will
protect  the  Propriety  Information  from  disclosure  and in no event take any
action causing,  or fail to take any action  necessary in order to prevent,  any
Proprietary  Information  disclosed to or  developed by the Employee  during the
Employee's  employment  by the  Employer to lose its  character  as  Proprietary
Information; and (iii) will not use, duplicate, reproduce,  distribute, disclose
or  otherwise  disseminate  the  Proprietary  Information  except to perform the
duties and responsibilities of the Employee's employment by the Employer.

     (b)  Disclosures  of the  Proprietary  Information  shall  be made  only to
employees,  agents or  independent  contractors of the Employer who are directly
involved  in  performing  services  on  behalf  of the  Employer  for  which the
knowledge of the Proprietary  Information is necessary,  have a specific need to
know  the  Proprietary  Information,  and  have  obligated  themselves  under an
applicable  confidentiality  agreement of the  Employer to hold the  Proprietary
Information  in  trust  and  confidence  subject  to the  restrictions  of  this
Employment Agreement.

     (c)  Immediately  following  the  receipt  of a  written  request  from the
Employer,  the Employee  will  deliver to the  Employer  all tangible  materials
containing or embodying the Proprietary Information, together with a certificate
executed  by the  Employee  certifying  that  all  materials  in the  Employee's
possession have been delivered to the Employer.

     (d)  The  covenants  of  confidentiality  set forth  herein (i) shall apply
after the Effective Date and during the Employee's employment by the Employer to
any  Proprietary  Information  disclosed prior to or after the Effective Date by
the Employer to the Employee in connection with the Employee's employment by the
Employer;  and (ii) shall  continue and be  maintained  by the Employee (a) with
respect to the Confidential Information, for a period of four (4) years from and
after the termination of the Employee's employment by the Employer; and (b) with
respect to the Trade Secrets,  at any and all times following the termination of
the Employee's employment by the Employer.

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     8.   AGREEMENT NOT TO SOLICIT EMPLOYEES OR CUSTOMERS.

     (a)  The Employee  covenants and agrees that he will not during the term of
his employment  under this Employment  Agreement or for a period of one (1) year
from the date of termination of his employment  under this Employment  Agreement
for any reason  whatsoever,  directly or  indirectly,  either  individually,  in
partnership,  jointly  or in  conjunction  with any  person,  firm  partnership,
corporation,  or unincorporated  association of any kind,  whether as principal,
agent,  employee,  shareholder  or in any other capacity  whatsoever  solicit or
divert  or   appropriate   or  attempt  to  solicit  or  divert  or  appropriate
(hereinafter  collectively referred to as "Solicit") to any person,  concern, or
entity  selling  products or performing  services  substantially  similar to the
products sold or services  performed in the Business of the Employer  during the
term of the Employee's  employment under this Employment  Agreement,  any person
employed by the Employer during the term of the Employee's employment under this
Employment  Agreement,  whether or not such  employment is pursuant to a written
agreement and whether or not such employment is for a determined period or is at
will (hereinafter referred to as the "Employed Person of the Employer").

     (b)  The Employee  covenants and agrees that he will not during the term of
his employment  under this Employment  Agreement or for a period of one (1) year
from the date of termination of his employment  under this Employment  Agreement
for any reason  whatsoever,  directly or  indirectly,  either  individually,  in
partnership,  jointly  or in  conjunction  with any  person,  firm  partnership,
corporation,  or unincorporated  association of any kind,  whether as principal,
agent,  employee,  shareholder  or in any other capacity  whatsoever  solicit or
divert  or   appropriate   or  attempt  to  solicit  or  divert  or  appropriate
(hereinafter  collectively  referred to as "Solicit") for the purpose of selling
products or performing  services  substantially  similar to the products sold or
services  performed  in the  Business  of the  Employer  during  the term of the
Employee's employment with the Employer, any individual,  partnership, business,
firm,  corporation or unincorporated  association,  which was during the term of
the Employee's  employment with the Employer a customer of the Employer for whom
the  Employee  sold any  products or  performed  any  services and with whom the
Employee  had  contact  during the term of the  Employee's  employment  with the
Employer (hereinafter referred to as the "Customers of the Employer").

     (c)  The parties hereto  acknowledge  and agree that the period of time for
non-solicitation  of an Employed  Person of the  Employer and the period of time
for the  non-solicitation  of the  Customers  of the  Employer set forth in this
Paragraph 8 is reasonable  and  necessary for the  protection of the Employer in
the operation of its business.

     9.   EMPLOYEE  AGREEMENT NOT TO COMPETE.  The Employee covenants and agrees
          that he will not, either during the term of his employment  under this
          Employment  Agreement or for a period of one (1) year from the date of
          termination of his employment under this Employment  Agreement for any
          reason whatsoever,  directly or indirectly,  either  individually,  in
          partnership,   jointly  or  in  conjunction  with  any  person,  firm,
          partnership,  corporation,  or unincorporated association of any kind,
          whether as principal,  agent,  employee,  shareholder  or in any other
          capacity whatsoever:

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          (i) provide or accept an offer to provide  services  to any  Competing
     Business located within the Area which services are the same or essentially
     the same as the  services  being  rendered by the  Employee to the Employer
     under this  Employment  Agreement  in  connection  with the Business of the
     Employer.

          (ii) associate with,  invest in, obtain any interest in, advise,  lend
     money to, or guarantee the debts or obligations  of any Competing  Business
     within the Area.

     The  parties  hereto  acknowledge  and  agree  that the  period of time for
non-competition  as set forth in this  Employment  Agreement and the  geographic
territory  defined as the Area as set forth in this  Paragraph 9 are  reasonable
and  necessary  for the  protection  of the  Employer  in the  operation  of its
business.

     10.  ASSIGNMENT OF INVENTIONS AND INNOVATIONS.

     (a)  The Employee shall and hereby covenants and agrees to and does hereby,
without  charge to the  Employer  but at the  Employer's  expense,  transfer and
assign to the  Employer  all  right,  title,  interest,  claim and demand of the
Employee  in to and under and by  virtue of any and all  inventions,  creations,
discoveries,  improvements,  ideas,  algorithms,  computer  software programs or
other  technology or other works of authorship,  and all related  documentation,
relating  to  the  Business  of  the  Employer,   whether  or  not   patentable,
copyrightable  or susceptible to other forms of  protection,  which,  during the
term of the  Employee's  employment  with  the  Employer,  the  Employee  makes,
creates,  develops,  writes  or  conceives  whether  during  or  outside  of the
Employee's  regular  working  hours,  either  solely  or  jointly  with  another
(hereinafter collectively referred to as the "Innovations"). The Employee hereby
covenants  and  agrees  that all such  Innovations  shall be  deemed to be works
made-for-hire for the Employer.

     (b)  The  Employee  hereby  covenants  and  agrees  without  charge  to the
Employer but at the Employer's expense: (i) to disclose promptly to the Employer
all  Innovations;  (ii) upon the  Employer's  request,  to  execute  promptly  a
specific assignment to the Employer of all rights,  title,  interest,  claim and
demand of the  Employee  in to and under and by virtue of the  Innovations;  and
(iii) to do anything else and to execute any all documents  reasonably necessary
to  enable  the  Employer  to  secure  patents,  copyrights  or  other  forms of
intellectual  property  protection  for the  Innovations in the United States of
America and in other countries and territories of the world.

     11.  UNIQUE NATURE OF SERVICES AND COVENANTS AND EMPLOYMENT AGREEMENTS.

     (a)  It is agreed that the  services to be rendered by the  Employee  under
the terms of this  Employment  Agreement are of a unique,  unusual,  special and
extraordinary  nature,  and of a  peculiar  value,  the loss of which  cannot be
reasonably or adequately compensated in damages in any action at law, and that a
breach by the Employee will cause the Employer great and irreparable  injury and
damage. It is agreed that the Employer, in addition to any other remedies, shall
be entitled to injunctive and other equitable relief to prevent a breach of this
Employment Agreement by the Employee.

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     (b)  The parties hereto agree that by virtue of the special  knowledge that
the Employee will gain about the affairs, business,  operations,  customers, and
other  employees of the  Employer as a  consequence  of the  Employee  rendering
services to the Employer under this Employment  Agreement,  irreparable loss and
damage would be suffered  and  incurred by the  Employer if the Employee  should
breach or violate any of the covenants or agreements  contained in Paragraphs 7,
8, 9, or 10 hereof and that money damage alone would be an inadequate remedy for
the loss and damage  which would be suffered and incurred by the Employer in the
event of such breach or violation;  and the parties hereto  further  acknowledge
and agree that each of such covenants and agreements are reasonably necessary to
protect and preserve the Business of the Employer. The Employee therefore agrees
and consents that, in addition to any other remedies  available to the Employer,
at law or in equity,  the  Employer  shall be entitled to a  restraining  order,
injunction,  or other  similar  remedy  to  prevent  a breach  or  violation  or
contemplated  breach or  violation  by the  Employee of any of the  covenants or
agreements  contained  in  Paragraphs  7, 8, 9, or 10  hereof.  In the event the
Employer  seeks  an  injunction  hereunder,   the  Employee  hereby  waives  any
requirement for the posting of a bond or other security.

     12.  EMPLOYER'S OBLIGATIONS;  ASSIGNMENT.  The Employer's obligation to pay
          the Employee  compensation and other amounts due hereunder and to make
          the  arrangements  provided  herein  shall be  unconditional,  and the
          Employee  shall have no  obligation  whatsoever  to  mitigate  damages
          hereunder. If litigation after a Change of Control shall be brought to
          enforce or interpret any provision contained herein, the Employer,  to
          the extent permitted by applicable law and the Employer's  Articles of
          Incorporation  and Bylaws,  hereby  indemnifies  the  Employee for the
          Employee's  reasonable  attorneys' fees and disbursements  incurred in
          such litigation.  Except as provided herein,  this Agreement shall not
          be terminated by any merger or consolidation  or other  reorganization
          of the  Employer.  In the  event  any such  merger,  consolidation  or
          reorganization  shall  be  accomplished  by  transfer  of  stock or by
          transfer of assets or  otherwise,  the  provisions  of this  Agreement
          shall be binding  upon and inure to the  benefit of the  surviving  or
          resulting  corporation or person. This Agreement shall be binding upon
          and inure to the  benefit  of the  executors,  administrators,  heirs,
          successors and assigns of the parties; provided,  however, that except
          as herein expressly  provided,  this Agreement shall not be assignable
          either by the  Employer  (except to an  Affiliate  of the  Employer in
          which event the Employer shall remain liable if the Affiliate fails to
          meet  any  obligations  to  make  payments  or  provide   benefits  or
          otherwise) or by the Employee.  This  provision  does not prohibit the
          transfer,  encumbrance or other alienation of the corporate securities
          of the Employer.

     13.  WAIVER;   CUMULATIVE  REMEDIES.  A  waiver  by  either  party  of  any
          paragraph,  term or  condition  of this  Employment  Agreement  in any
          instance  shall  not be  deemed  or  construed  to be a waiver of such
          paragraph,  term or  condition  for the  future  or of any  subsequent
          breach thereof, and any such waiver must be in writing. All rights and
          remedies  contained in this  Employment  Agreement are  cumulative and
          none of them  shall be  construed  so as to limit any  other  right or
          remedy of either party.

                                        9
<PAGE>

     14.  NOTICES. All notices and other communications permitted or required by
          the provisions of this  Employment  Agreement  shall be in writing and
          shall be personally delivered or sent through the United States Postal
          Service,  or any official successor thereto,  designated as registered
          or certified mail,  return receipt  requested,  bearing adequate first
          class postage and addressed as hereinafter provided. Notices delivered
          in person  shall be effective  upon the date of  delivery.  Notices by
          mail shall be effective  upon the receipt  thereof by the addressee or
          upon the fourth (4th)  calendar day  subsequent to the postmark  date,
          whichever  is  earlier.  Rejection  or the  refusal  to  accept or the
          inability to deliver because of a change in address of which no notice
          was given as  provided  herein  shall be deemed to be  receipt  of the
          notice sent as of the fourth  (4th)  calendar  day  subsequent  to the
          postmark  date.  By giving to the other party  hereto at least  thirty
          (30) days' notice thereof,  any party hereto shall have the right from
          time to time and at any time while  this  Employment  Agreement  is in
          effect to change the respective  addresses thereof and each shall have
          the right to specify as the address  thereof any other address  within
          the continental United States of America.  Each notice to the Employee
          or the  Employer  shall  be  addressed,  until  notice  of  change  as
          aforesaid, as follows:

     (a)  If intended for Employee, to:

          Arol Wolford
          1034 Virginia Avenue Unit 4
          Atlanta, GA 30306

     (b)  If intended for Employer, to:

          Return On Investment Corporation
          1825 Barrett Lakes Boulevard, Suite 260
          Kennesaw, GA 30144
          Attn:  Chairman of the Board

     15.  TIME OF  ESSENCE.  Time is of the  essence of this  agreement  and all
          matters set forth herein.

     16.  GENERAL.

     (a)  This Employment Agreement shall be governed by and construed under the
laws of the State of Georgia.

     (b)  This Employment  Agreement  contains the entire  understanding  of the
parties hereto with respect to the subject matter hereof and, except as provided
herein,  supersedes all previous written and oral agreements between the parties
with respect to the subject matter set forth herein.

     (c)  This  Employment  Agreement may not be modified or amended except by a
writing signed by both of the parties hereto.

                                       10
<PAGE>

     (d)  The invalidity or unenforceability of any particular term or provision
of this Employment  Agreement shall not affect the validity or enforceability of
any other term or  provision  hereof,  and this  Employment  Agreement  shall be
construed in all respects as if such invalid or unenforceable  term or provision
were omitted.

     (e)  This  Employment  Agreement may be executed in multiple  counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same agreement.

     IN WITNESS  WHEREOF,  the Employer has caused this Agreement to be executed
by its  duly  authorized  representative  and the  Employee  has  executed  this
Agreement as set forth below.

                                        EMPLOYER:
                                        RETURN ON INVESTMENT CORPORATION


                                        By: /s/ Charles A. McRoberts
                                            ------------------------------
                                            Charles A. McRoberts, Chairman

                                        [CORPORATE SEAL]

                                        EMPLOYEE:


                                        /s/ Arol Wolford                  [SEAL]
                                            ------------------------------
                                            Arol Wolford

                                       11
<PAGE>

                                   SCHEDULE A

     1.   DUTIES  include  serving  as the  President  of the  Employer  and the
performance  of such duties and  responsibilities  as may be  designated  by the
Board of  Directors  of the  Employer in  conjunction  with the  performance  of
services by the Employee as President of the Employer, and such other capacities
with the Employer as may be designated  by the Board of Directors.  The Employee
shall also serve as a member of the Board of Directors of the Employer.

     2.   EFFECTIVE DATE is February 1, 2002.

     3.   COMPENSATION.  The  Employer  shall pay the Employee  compensation  as
follows:

          A.   BASE SALARY.  From February 1, 2002,  through the end of the term
of this Employment  Agreement,  the Employee shall be paid an annual base salary
at the rate of not less than  Ninety  Thousand  Dollars  ($90,000.00)  per annum
(hereinafter referred to as the "Base Salary"). Any increases in the Base Salary
shall be  determined in the sole  discretion  of the Board of Directors  (except
that in any such  vote,  the  Employee  may not vote as a member of the Board of
Directors).

          B.   PERFORMANCE  BONUSES.  The Employee  shall be paid  quarterly and
annual  performance  bonuses  (hereinafter   referred  to  as  the  "Performance
Bonuses") for each fiscal quarter and for each fiscal year (or portion  thereof)
during the term of this Employment  Agreement and any extensions  thereof,  with
the actual amount of any such Performance  Bonus payment to be determined by the
Employer's Compensation Committee and ratified by the Board of Directors (except
that in any  such  vote,  Employee  may not  vote as a  member  of the  Board of
Directors or the  Compensation  Committee),  based upon their  evaluation of the
Employee's  performance  during  such  quarter or year as  compared to the goals
determined at the beginning of such quarter or year.

          C.   BONUS DRAW. Employee shall be paid a draw against the Performance
Bonuses at the annual rate of Ninety  Thousand  Dollars  ($90,000.00)  per annum
(hereinafter  referred to as the "Bonus Draw").  Any Bonus Draw in excess of the
total amount of the actual  Performance  Bonuses  earned for each fiscal  period
shall not be recoverable by the Employer from Employee.

          D.   OTHER BONUSES.  Other bonuses, if any, as may be established from
time to time by the Board of Directors for directors,  officers, or employees of
the Employer.

          F.   SCHEDULE  OF PAYMENT  OF BASE  SALARY  AND BONUS  DRAW.  The Base
Salary and the Bonus Draw shall  accrue and be due and  payable in equal,  or as
nearly equal as practicable, semi-monthly installments or on such other schedule
as the Employer may implement  from time to time for general  payroll  purposes.
Any bonus amounts earned for any fiscal period in excess of the Bonus Draw shall
be payable  within  ninety (90) days after the end of the fiscal period to which
such bonus relates. The Employer may deduct from each payment

                                       12
<PAGE>

to Employee any and all amounts  required to be deducted or withheld for general
payroll  purposes  in  accordance  with the  provisions  of federal  law and any
applicable  state law now in effect or  hereafter  in effect  including  without
limitation, state and federal income withholding, FICA and other withholding tax
requirements, and such other deductions permitted by the Employer which Employee
may authorize from time to time.

     4.   PAID TIME OFF.  Commencing with the Effective Date, the Employee shall
accrue paid vacation  during each payroll period at the rate of forty (40) hours
multiplied by a fraction,  the numerator of which is one (1) and the denominator
of which is the number of payroll periods in a year.  Employee shall be entitled
to all paid  holidays  and other paid time off  provided by the  Employer to its
employees.

     5.   BENEFITS.  In  addition  to the  compensation  received by Employee as
specified above, Employee shall receive Employer paid health,  dental, life, and
short  term  and long  term  disability  insurance  and all  benefits  generally
available to officers, directors, and full-time employees of the Employer.

     6.   EXPENSE REIMBURSEMENT. Employee shall be reimbursed in accordance with
the Employer's Policies and Procedures for all reasonable and necessary expenses
incurred by him in connection  with the  performance of his duties of employment
hereunder;  provided  Employee  shall, as a condition of  reimbursement,  submit
verification  of the nature and amount of such expenses in accordance  with said
reimbursement  policies.  Employee's  air travel shall be coach or economy class
for all  flights  with a  scheduled  duration of less than four (4) hours in the
airline's  published  flight  schedule and business class for longer flights and
international travel. Rail travel shall be first class.

                                       13