EXHIBIT 2.2

               AGREEMENT AND PLAN OF MERGER AND EXCHANGE OF STOCK
               --------------------------------------------------

     THIS  AGREEMENT AND PLAN OF MERGER AND EXCHANGE OF STOCK  ("Agreement")  is
made and entered into as of the 31st day of January,  2001,  by and among RETURN
ON INVESTMENT  CORPORATION,  a corporation organized and existing under the laws
of the State of Delaware  ("ROI"),  whose  address is 1825 Barrett  Lakes Blvd.,
Suite 260, Kennesaw,  GA 30144,  NET400 ACQUISITION  CORPORATION,  a corporation
organized and existing under the laws of the State of Georgia and a wholly-owned
subsidiary of ROI (the "Subsidiary"), whose address is 1825 Barrett Lakes Blvd.,
Suite 260,  Kennesaw,  GA 30144,  NET400,  INC.,  a  corporation  organized  and
existing under the laws of the State of Georgia ("Net400"), whose address is 166
Towne Lake Parkway, Woodstock, GA 30188, Wilton M. Rooks, an individual resident
of Florida  ("Rooks"),  whose address is 151 Santa Monica Avenue, St. Augustine,
FL  32084,  and  Elizabeth  P.  Murdock,   an  individual  resident  of  Georgia
("Murdock"), whose address is 1062 Atherton Lane, Woodstock, GA 30189 (Rooks and
Murdock,  individually  referred to as a "Net400  Shareholder"  and collectively
referred to as the "Net400 Shareholders").

                              W I T N E S S E T H:
                               -------------------

     WHEREAS,  the Net400  Shareholders are the owners of over 80% of the issued
and outstanding shares of the no par value common stock of Net400; and

     WHEREAS,  the parties hereto desire to merge the  Subsidiary  with and into
Net400 by exchanging all of the issued and  outstanding  shares of Net400 common
stock (the "Net400  Common Stock") for a total of 300,000 shares of the $.01 par
value common stock of ROI as  restricted  in accordance  with  securities  laws,
ROI's  bylaws,  and the Escrow  Agreement  as defined  herein  (the "ROI  Common
Stock"),  all subject to the terms,  provisions,  conditions and limitations set
forth in this Agreement;

     NOW, THEREFORE,  in consideration of the premises, the mutual covenants and
agreements set forth herein, and for other good and valuable consideration,  the
receipt,  adequacy  and  sufficiency  of which are  hereby  acknowledged  by the
parties  hereto,  the parties  hereto do hereby  mutually  covenant and agree as
follows:

     1.   THE MERGER

     (a) THE MERGER.  Upon the terms and subject to the  conditions set forth in
this Agreement, and in accordance with and in accordance with Section 14-2-1101,
et seq. of the Georgia Business  Corporation  Code (the "GBCC"),  the Subsidiary
shall be  merged  with and into  Net400 at the  Effective  Time (as  defined  in
Section 1(c)  hereof).  Following  the Effective  Time,  the separate  corporate
existence  of the  Subsidiary  shall  cease,  and Net400  shall  continue as the
surviving corporation (the "Surviving  Corporation") under the name Net400, Inc.
and shall succeed to and assume all the rights and obligations of Net400 and the
Subsidiary in accordance with the GBCC.

     (b) THE CLOSING;  EFFECTIVE DATE. The closing of the Merger contemplated by
this Agreement (the "Closing")  shall take place on February 1, 2001, or at such
other time and on such other date as is agreed to by the parties  (the  "Closing
Date"),  which (subject to satisfaction or waiver of the conditions set forth in
Section 7) shall be no later than the second business day after  satisfaction or
waiver of the  conditions set forth in Section 7 at such location as the parties
may agree.  If all of the  parties  hereto do not agree in writing to extend the
Closing Date beyond  March 31, 2001,  and the Closing does not occur on or prior
to such date,  any party to this  Agreement  may, at its sole option,  terminate
this  Agreement by notifying the other  parties in writing of such  termination.
Upon such  termination,  each party shall be  responsible  for its own costs and
expenses  related  to this  Agreement  and no party  shall  have any  obligation
hereunder except for those obligations that have been expressly agreed to herein
or agreed to in writing in a separate  document as surviving the  termination of
this Agreement.

     (c)  EFFECTIVE  TIME.  Subject to the  provisions  of this  Agreement,  the
parties  shall file  articles of merger (the  "Articles of Merger")  executed in
accordance  with Section  14-2-1105 of the GBCC and shall make all other filings
or records  required under the GBCC as soon as practical on or after the Closing
Date.  The Merger shall become  effective at such time as the Articles of Merger
are accepted for record by the  Secretary of State of the State of Georgia or at
such other time as the  Subsidiary  and Net400  shall agree as  specified in the
Articles of Merger but

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not  exceeding  30 days after the date the  Articles of Merger are  accepted for
record by the Secretary of State of the State of Georgia (the "Effective Time").

     (d)  EFFECT OF MERGER ON THE CONSTITUENT CORPORATIONS.

          (1)  GENERAL.  The  Merger  shall have the effect set forth in Section
     14-2-1106 of the GBCC.  Without  limiting the  generality of the foregoing,
     and subject thereto, at the Effective Time of the Merger, (i) the Surviving
     Corporation shall possess all assets and property of every description, and
     every  interest  therein,  wherever  located,  and the rights,  privileges,
     immunities,  powers,  franchises and authority, of a public as well as of a
     private  nature,  of each  of the  Subsidiary  and  Net400  (together,  the
     "Constituent Corporations"),  (ii) all obligations belonging to or due each
     of the  Constituent  Corporations  shall  be  vested  in,  and  become  the
     obligations  of, the  Surviving  Corporation  without  further act or deed,
     (iii) title to any real estate or any interest  therein vested in either of
     the Constituent  Corporations shall not revert or in any way be impaired by
     reason of the Merger,  (iv) all rights of creditors  and all liens upon any
     property  of  either of the  Constituent  Corporations  shall be  preserved
     unimpaired,  and (v) the Surviving  Corporation  shall be liable for all of
     the debts and obligations of each of the Constituent Corporations,  and any
     claim existing,  or action or proceeding  pending,  by or against either of
     the  Constituent  Corporations  may be prosecuted to judgment with right of
     appeal, as if the Merger had not taken place.

          (2)  ARTICLES  OF  INCORPORATION  OF THE  SURVIVING  CORPORATION.  The
     Articles of  Incorporation  of Net400,  in effect as of the Effective Time,
     shall become the Articles of  Incorporation  of the  Surviving  Corporation
     from and after the Effective Time and until thereafter  amended as provided
     by law.

          (3) BYLAWS OF THE SURVIVING CORPORATION. The Bylaws of Net400 shall be
     the Bylaws of the Surviving  Corporation  from and after the Effective Time
     and until  thereafter  altered,  amended or repealed in accordance with the
     GBCC, the Articles of Incorporation  of the Surviving  Corporation and said
     Bylaws.

          (4) DIRECTORS.  The Board of Directors of Net400 at the Effective Time
     shall,  from and after the Effective Time, be the Board of Directors of the
     Surviving  Corporation  until their  successors  have been duly  elected or
     appointed  and  qualified  or until their  earlier  death,  resignation  or
     removal  in  accordance  with  the  Surviving   Corporation's  Articles  of
     Incorporation and applicable law.

          (5) OFFICERS. The officers of Net400 at the Effective Time shall, from
     and after the Effective Time, be the officers of the Surviving  Corporation
     until their successors have been duly elected or appointed and qualified or
     until their earlier death,  resignation  or removal in accordance  with the
     Surviving Corporation's Articles of Incorporation and Bylaws.

          (6)  ASSETS,   LIABILITIES.   At  the  Effective   Time,  the  assets,
     liabilities,  reserves and accounts of each of the Constituent Corporations
     shall be taken upon the books of the Surviving  Corporation  at the amounts
     at  which  they  respectively  shall  be  carried  on  the  books  of  said
     corporations  immediately  prior to the Effective Time, except as otherwise
     set forth in this Agreement and subject to such adjustments, or elimination
     of intercompany items, as may be appropriate in giving effect to the Merger
     in accordance with generally accepted accounting principles.

          (7) TAX  TREATMENT.  The parties hereto  acknowledge  that for federal
     income tax  purposes,  it is intended  that the Merger  shall  qualify as a
     reorganization   under  the   provisions  of  Sections   368(a)(1)(A)   and
     368(a)(2)(E) of the Code.

     2.   EFFECT OF THE  MERGER ON THE  STOCK OF THE  CONSTITUENT  CORPORATIONS;
          EXCHANGE OF CERTIFICATES.

     (a) EFFECT ON STOCK.  As of the Effective Time, by virtue of the Merger and
without  any  action  on the part of any  holder  of any  stock of either of the
Constituent Corporations:

          (1)  CANCELLATION  OF TREASURY STOCK.  Each share of Subsidiary  Stock
     that is owned by the  Subsidiary  or by any  subsidiary  of the  Subsidiary
     shall  automatically  be canceled and retired and shall cease to exist, and
     no Merger  Consideration  (as  hereinafter  defined)  shall be delivered in
     exchange therefor.

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          (2)  CONVERSION OF COMPANY  STOCK.  All of the issued and  outstanding
     shares of Net400 Common Stock shall at the Effective Time be converted into
     300,000  shares of ROI Common Stock  reduced by the number of shares at the
     rate of $3.75 each for any amount over  $200,000.00  in the net  difference
     between  the  Net400  liabilities  and the cash and  receivables  as of the
     Closing  Date (the  "Merger  Consideration").  The  number of shares of ROI
     Common Stock referred to throughout  this Agreement  shall be adjusted from
     time  to  time  to  reflect  any  stock   splits  or  stock   dividends  or
     reclassification  of capital  structure  that occur  after the date of this
     Agreement.  As of the Effective Time, all such Net400 Common Stock shall no
     longer be outstanding and shall  automatically  be canceled and retired and
     shall  cease to exist,  and each  holder of a  certificate  evidencing  any
     Net400  Common Stock shall cease to have any rights with  respect  thereto,
     except  the  right to  receive  the  Merger  Consideration  to be issued in
     consideration  therefor upon  surrender of such  certificate  in accordance
     with Section 2(b) hereof.

          (3) SUBSIDIARY  STOCK. As of the Effective Time, all of the issued and
     outstanding shares of Subsidiary common stock shall be converted into 1,000
     shares of Net400 Common Stock.

     (b) EXCHANGE OF CERTIFICATES. Upon the terms, subject to the conditions and
in reliance upon the representations and warranties contained herein and subject
to the  Escrow  Agreement,  upon the proper  surrender  at Closing to ROI by the
Net400  Shareholders of the certificate or certificates  which immediately prior
to the  Closing  represented  outstanding  shares of Net400  Common  Stock  (the
"Certificates") that are to be exchanged pursuant to Section 2(a) for the Merger
Consideration,  the Net400 Shareholders shall be entitled to receive in exchange
therefor the Merger  Consideration set forth opposite such Net400  Shareholder's
name on the Net400 Shareholders List (as defined in Section 6(d) hereof) subject
to adjustment as described herein.

     3.   CLOSING OBLIGATIONS.

     (a)  Closing  Obligations  of Net400  and the Net400  Shareholders.  At the
Closing, Net400 and the Net400 Shareholders shall deliver to ROI the following:

          (1)  certificates  representing  all of the Net400 Common Stock,  duly
     endorsed (or accompanied by duly executed stock powers) for transfer to ROI
     along  with  a  release  from  each   shareholder  in  form  and  substance
     satisfactory to ROI;

          (2) an executed Employment Agreement between ROI and Murdock, the form
     of which is attached hereto as Schedule A-1;

          (3) an executed Services  Agreement between ROI and Rooks, the form of
     which is attached hereto as Schedule A-2;

          (4) a  certificate,  dated  the  Closing  Date,  stating  that (i) the
     representations  and  warranties  of  Net400  and the  Net400  Shareholders
     contained  in this  Agreement  or any  Schedule are true and correct in all
     material  respects on and as of the Closing  Date,  and (ii) Net400 and the
     shareholders  of  Net400  have  performed  in  all  material  respects  all
     obligations  required to be  performed  by them under this  Agreement at or
     prior to the Closing.

          (5) an executed Escrow Agreement, the form of which is attached hereto
     as Schedule B.

          (6) an  executed  Proxy  from each  shareholder,  the form of which is
     attached hereto as Schedule C.

     (b) Closing  Obligations  of ROI. At the Closing,  ROI shall deliver to the
Net400 Shareholders the following:

          (1) the Merger  Consideration  (or evidence  that the ROI Common Stock
     certificates  representing the Merger  Consideration have been duly ordered
     from ROI's stock  transfer  agent less any shares that may be required  for
     adjustments as described herein);

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          (2) an executed Employment Agreement between ROI and Murdock, the form
     of which is attached hereto as Schedule A-1;

          (3) an executed Services  Agreement between ROI and Rooks, the form of
     which is attached hereto as Schedule A-2;

          (4) a  certificate,  dated  the  Closing  Date,  stating  that (i) the
     representations  and  warranties of ROI contained in this  Agreement or any
     Schedule  are true and  correct in all  material  respects on and as of the
     Closing  Date,  (ii)  ROI  has  performed  in  all  material  respects  all
     obligations required to be performed by it under this Agreement at or prior
     to the Closing.

          (5) an executed Escrow Agreement, the form of which is attached hereto
     as Schedule B.

     4.   APPROVALS.

     (a) The Net400 Shareholders and Net400 have approved this Agreement and the
transactions  contemplated  herein.  Prior to the Closing  Net400 and the Net400
Shareholders shall have taken any and all action required for the Merger.

     (b)  The ROI  Board  of  Directors  has  approved  this  Agreement  and the
transactions  contemplated  herein. The shareholders holding at least 65% of the
outstanding  shares of common  stock of ROI must approve the Merger prior to the
Closing. If such approval is not obtained on or before March 31, 2001, any party
to this Agreement may, at its sole option, terminate this Agreement by notifying
the other parties in writing of such termination.  Upon such  termination,  each
party  shall be  responsible  for its own costs  and  expenses  related  to this
Agreement  and,  except as expressly  agreed to herein,  no party shall have any
obligation hereunder.

     5.  REPRESENTATIONS  AND  WARRANTIES  OF  ROI.  Except  for  the  approvals
described in 4(b) hereof, ROI represents and warrants to the Net400 Shareholders
that the following  representations  and  warranties are true and correct in all
material respects as of the Closing:

     (a) ROI is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the State of Delaware and has the corporate power and
authority and all licenses,  permits,  and authorizations  necessary to carry on
the  businesses in which it is engaged and to own and use the  properties  owned
and used by it.

     (b) ROI has the  requisite  corporate  power and  authority  to execute and
deliver this  Agreement  and the  Employment  Agreement  and to  consummate  the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the Employment Agreement by ROI and the consummation by ROI of the
transactions  contemplated herein and therein have been duly authorized by ROI's
Board of  Directors  and,  except for the approval of the ROI  shareholders,  no
other corporate or other  proceedings on the part of ROI or the ROI shareholders
are necessary to authorize this  Agreement and the  Employment  Agreement or for
ROI to consummate the transactions  contemplated hereunder and thereunder.  This
Agreement  has  been  duly  and  validly  executed  and  delivered  by  ROI  and
constitutes, and the Employment Agreement when executed and delivered at Closing
will constitute,  a valid and binding agreement of ROI,  enforceable against ROI
in  accordance  with their  terms,  except as  enforceability  may be limited by
creditors' rights, bankruptcy, insolvency and general principles of equity.

     (c) Neither the execution, delivery or performance of this Agreement or the
Employment  Agreement by ROI, nor the  consummation  by ROI of the  transactions
contemplated  hereunder or  thereunder,  will (i) conflict with or result in any
breach of any provisions of the Articles of Incorporation or Bylaws of ROI, (ii)
require a filing with, or a permit,  authorization,  consent or approval of, any
federal, state, local or foreign court, arbitral tribunal, administrative agency
or  commission  or  other   governmental  or  other   regulatory   authority  or
administrative  agency or commission,  except for filings or approvals  required
under applicable federal or state securities laws and the filing of the Articles
of Merger,  (iii)  result in a violation  or breach of, or  constitute  (with or
without  due  notice  or lapse of time or both) a  default  (or give rise to any
right of  termination,  cancellation  or  acceleration)  under, or result in the
creation of any mortgage, pledge, security interest, encumbrance, lien, claim or
charge of any kind or right of others of  whatever  nature,  on any  property or
asset of ROI  pursuant  to any of the terms,  conditions  or  provisions  of any
contract, agreement, lease, intellectual property license, note, bond, mortgage,
indenture, license, or other instrument or obligation to which ROI is a party or
by which it is bound or (iv) to the best knowledge of ROI,

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violate any law, order, writ, injunction, decree, statute, rule or regulation of
any  governmental  entity  applicable to ROI or any of its properties or assets,
except, in the case of clauses (ii), (iii) and (iv), where failures to make such
filing or obtain  such  authorization,  consent or approval  would not have,  or
where  such   violations,   breaches  or  defaults  or  liens  would  not  have,
individually or in the aggregate, a material adverse effect.

     (d) To the best of ROI's knowledge,  the representations  contained in this
subsection (d) are complete and accurate.  Any and all securities  issued by ROI
have been issued in compliance with Federal and State  securities  laws. ROI has
filed with the Securities and Exchange Commission all of the documents ("ROI SEC
Documents") that it was required to file through the date of this Agreement.  As
of their  respective  dates,  the ROI SEC  Documents  did not contain any untrue
statements  of material  facts or omit to state  material  facts  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances under which they were made, not misleading. As of their respective
dates,  the ROI  SEC  Documents  complied  in all  material  respects  with  the
applicable  requirements  of the  Securities  Act of  1933  and  the  Securities
Exchange  Act of 1934 and the  rules  and  regulations  promulgated  under  such
statutes. The financial statements contained in the ROI SEC Documents,  together
with the notes thereto, have been prepared in accordance with generally accepted
accounting  principles  consistently  followed  throughout the periods indicated
(except  as may be  indicated  in the  notes  thereto  or,  in the  case  of the
unaudited financial  statements,  as permitted by Form 10-Q),  reflect all known
liabilities of ROI required to be stated therein, including all known contingent
liabilities as of the end of each period reflected  therein,  and present fairly
the financial  condition of ROI at said date and the results of  operations  and
cash flows of ROI for the periods then ended.

     6.  REPRESENTATIONS  AND  WARRANTIES OF NET400 AND ROOKS.  Net400 and Rooks
respectively (and not jointly) represents and warrants to ROI that the following
representations  and warranties  pertaining to Net400  contained herein are true
and correct in all material respects as of the Closing:

     (a) Net400 is a corporation  duly organized,  validly  existing and in good
standing under the laws of the State of Georgia and has the corporate  power and
authority and all licenses,  permits,  and authorizations  necessary to carry on
the  businesses in which it is engaged and to own and use the  properties  owned
and used by it.  Complete and correct copies of Net400's  charter  documents and
all amendments thereof to date,  certified by the Secretary of State of Georgia,
and the by-laws,  as amended to date,  certified by an officer of Net400 will be
delivered to ROI at the Closing.

     (b)  Net400  and the  Net400  Shareholders  have the  requisite  power  and
authority  to  execute  and  deliver  this   Agreement  and  to  consummate  the
transactions  contemplated  hereby. The execution and delivery of this Agreement
and the  consummation of the transactions  contemplated  herein and therein have
been duly authorized by Net400's Board of Directors and the Net400  Shareholders
and no other corporate or other  proceedings on the part of Net400 or the Net400
Shareholders  are  necessary  to authorize  this  Agreement  and the  Employment
Agreement  or  to  consummate  the  transactions   contemplated   hereunder  and
thereunder.  This Agreement has been duly and validly  executed and delivered by
Net400 and the Net400 Shareholders and constitutes a valid and binding agreement
of Net400 and the Net400 Shareholders, enforceable against Net400 and the Net400
Shareholders  in  accordance  with its terms,  except as  enforceability  may be
limited by creditors' rights,  bankruptcy,  insolvency and general principles of
equity.

     (c) Neither the execution, delivery or performance of this Agreement or the
Employment  Agreement,  nor the  consummation of the  transactions  contemplated
hereunder or  thereunder,  will (i) conflict with or result in any breach of any
provisions of the Articles of Incorporation or Bylaws of Net400,  (ii) require a
filing with,  or a permit,  authorization,  consent or approval of, any federal,
state,  local or foreign  court,  arbitral  tribunal,  administrative  agency or
commission or other governmental or other regulatory authority or administrative
agency or commission,  except for filings or approvals required under applicable
federal or state securities laws and the filing of the Articles of Merger, (iii)
result in a violation or breach of, or constitute (with or without due notice or
lapse of time or both) a  default  (or give  rise to any  right of  termination,
cancellation or acceleration)  under, or result in the creation of any mortgage,
pledge,  security  interest,  encumbrance,  lien, claim or charge of any kind or
right of others of whatever nature,  on any property or asset of Net400 pursuant
to any of the terms, conditions or provisions of any contract, agreement, lease,
intellectual  property license,  note, bond,  mortgage,  indenture,  license, or
other  instrument  or  obligation  to which  Net400 is a party or by which it is
bound or (iv) to the best  knowledge of Net400,  violate any law,  order,  writ,
injunction,  decree,  statute,  rule or  regulation of any  governmental  entity
applicable  to ROI or any of its  properties or assets,  except,  in the case of
clauses (ii), (iii) and (iv), where failures to make such

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filing or obtain  such  authorization,  consent or approval  would not have,  or
where  such   violations,   breaches  or  defaults  or  liens  would  not  have,
individually or in the aggregate, a material adverse effect.

     (d)  Prior to the  Closing,  Net400  shall  provide  ROI with a list of all
shareholders of Net400 containing the name, address, social security number, and
number of  Net400  shares  owned by each  shareholder  immediately  prior to the
Closing  (the  "Net400  Shareholder  List").  The Net400  Shareholder  List will
contain a complete  and  accurate  listing of all  outstanding  shares and other
securities  of  Net400  of any  kind,  whether  debt  or  equity.  There  are no
outstanding  options or warrants  of any kind for the  purchase of shares or any
other securities of Net400, whether debt or equity.

     (e) Net400 and the shareholders  listed on the Net400 Shareholder List have
the requisite authority and capacity to perform the Merger.

     (f) The  Net400  Shareholders  are the  owners of record of over 80% of the
Net400 Common Stock and the shareholders  listed on the Net400  Shareholder List
are the owners of record of all of the Net400  Common  Stock and are entitled to
transfer such Net400 Common Stock in accordance herewith.

     (g) By virtue of acquiring the Net400 Common Stock hereunder,  ROI shall be
entitled to any and all rights and privileges to which the  shareholders  listed
on the  Net400  Shareholder  List are  entitled  by virtue of owning  the Net400
Common Stock.

     (h) Other than the Net400  Common Stock as shown on the Net400  Shareholder
List,  each of the  shareholders  owns no other shares of common stock of Net400
and has not  transferred or caused Net400 to issue any shares of common stock of
Net400 to anyone else.

     (i) There is no  material  litigation  pending  or  threatened  against  or
relating to the shareholders  listed on the Net400  Shareholder  List, or any of
them, that would affect the Net400 Common Stock or the transaction  contemplated
by this Agreement.

     (j) There is no effective  order,  decree or judgment of any court to which
the shareholders  listed on the Net400  Shareholder  List, or any of them, are a
party that would affect the Net400 Common Stock or the transaction  contemplated
by this Agreement.

     (k) The shareholders  listed on the Net400 Shareholder List have good title
to the Net400 Common Stock to be transferred  pursuant to this  Agreement;  such
Net400  Common  Stock are validly  issued and  outstanding,  and are paid for in
full; and each of the  shareholders  listed on the Net400  Shareholder  List has
full legal right,  power and  authority to sell,  assign and transfer the Net400
Common Stock to ROI pursuant to this Agreement.

     (l) Schedule E, which is attached  hereto and thereby made an integral part
hereof,  contains the  unaudited  financial  statements of Net400 for the fiscal
years ended December 31, 1998, 1999, and 2000. All such financial statements are
accurate and complete in all material respects.  Except as disclosed on Schedule
E, there is no material  litigation  pending or  threatened  against  Net400 and
there are no  delinquent  taxes of any kind.  Schedule  E-1,  which is  attached
hereto  and  thereby  made  an  integral  part  hereof,  contains  a list of the
intellectual  property  of Net400  indicating  whether  or not each such item of
intellectual property is reflected on the Balance Sheet. Except as noted on said
Schedule  E-1,  Net400 is the owner of all such  intellectual  property  and has
granted no rights of any kind related to the intellectual  property to any other
party  except for licenses  granted in the ordinary  course of business and said
licenses are listed on Schedule E-1.  Schedule E-2, which is attached hereto and
thereby  made an integral  part  hereof,  contains a list of tangible  assets of
Net400 whether or not such assets are reflected on the Balance Sheet.  Except as
set forth in Schedule E-2, none of the personal  property listed therein is held
under any lease,  security agreement,  conditional sales contract or other title
retention or security  arrangement.  Except as noted on Schedule E-2,  Net400 is
the owner of all such  assets and has  granted no rights of any kind  related to
the  assets to any other  party.  Except as noted on the  Schedules,  Net400 has
good,  valid and  marketable  title to all of its property  and assets  (whether
real,  personal or mixed and whether  tangible or intangible)  free and clear of
all liens. Net400 does not own any real property.

     (m)  Schedule F attached  hereto  contains a correct and  complete  list of
every  written  contract,  agreement,  relationship  or  commitment,  and  every
material oral  contract,  commitment,  agreement or  relationship,  to which the
Company is a party or by which the Company is bound (collectively, the "Material
Contracts").  True and  complete  copies  of all  Material  Contracts  have been
furnished to ROI. Except as set forth on Schedule F, (a) all of the Material

                                       6
<PAGE>

Contracts  are in full force and effect,  (b) Net400 is not in  default,  and no
event has  occurred  which with the  giving of notice or the  passage of time or
both would  constitute a default by Net400,  under any Material  Contract or any
other  obligation  owed by Net400,  and (c) to the  knowledge  of Net400 and the
Net400  Shareholders,  no event has occurred  which with the giving of notice or
the passage of time or both would  constitute  such a default by any other party
to any such Material  Contract or obligation.  Net400 does not have any material
debts,  liabilities  or obligations of any nature  (whether  accrued,  absolute,
contingent,  direct, indirect, perfected,  inchoate,  unliquidated or otherwise,
whether due or to become due),  except (a)  liabilities  and  obligations  under
Material  Contracts  or  other  liabilities  and  obligations  described  on the
attached  Schedule F, (b) liabilities and obligations  included in the financial
statements on Schedule E, and (c) liabilities and obligations  which have arisen
after  December 31, 2000, in the ordinary  course of business,  consistent  with
past custom and practice (none of which is a liability  resulting from breach of
contract,  environmental matters, breach of warranty tort, infringement,  claims
or lawsuits).

     (n) Except as set forth on Schedule E, Net400 (i) has timely  filed all Tax
Returns  (as  hereinafter  defined)  required  to be filed by it for all periods
ending on or prior to the  Closing,  and such tax returns are true,  correct and
complete in all material  respects,  (ii) has duly paid in full or made adequate
provision for the payment of all Taxes for all periods ending at or prior to the
Closing (whether or not shown on any Tax Return), and (iii) has not filed for an
extension  to file any Tax Return  not yet filed.  No claim has been made by any
authority in a jurisdiction  where Net400 does not file a Tax Return that Net400
is or may be subject to tax in such  jurisdiction.  No  waivers of  statutes  of
limitation  have been given by or requested with respect to any Taxes of Net400.
Except as set forth on  Schedule E,  Net400 has not agreed to any  extension  of
time with respect to any Tax deficiency.  The liabilities and reserves for Taxes
reflected in the Net400 Financial Statements are adequate to cover all Taxes for
all periods  ending on or prior to December 31, 2000, and there are no liens for
Taxes upon any  property or asset of Net400,  except for liens for Taxes not yet
due.  Except as set forth on Schedule E, Net400 has  withheld and paid all Taxes
required to have been withheld and paid in connection with amounts paid or owing
to any employee, independent contractor,  creditor,  shareholder, or other third
party.

     (o) Any and all securities  issued by Net400 have been issued in compliance
with  Federal  and State  securities  laws.  Any and all  filings  required  any
governmental  authority  have been  filed by  Net400 on a timely  basis and such
filings are true and correct in all material respects.

     (p) Net400 does not have, directly or indirectly, any ownership interest in
any other entity.

     (q) Since December 31, 2000,  Net400 has conducted its business only in the
ordinary course of business  consistent  with past custom and practice,  and has
incurred no liabilities other than in the ordinary course of business consistent
with past custom and practice and there has been no material  adverse  change in
the assets, condition (financial or otherwise),  operating results,  employee or
customer relations, business activities or business prospects of Net400. Without
limitation of the foregoing and except as described  herein,  since December 31,
2000, and through the Closing Date, Net400 has not and will not have:

          (i) sold, assigned or transferred any of the assets of its business or
     mortgaged,  pledged  or  subjected  them  to  any  Lien,  charge  or  other
     restriction;

          (ii) sold, assigned, transferred,  abandoned or permitted to lapse any
     licenses or permits which,  individually or in the aggregate,  are material
     to its business or any portion thereof, or any of the intellectual property
     or  other  intangible   assets,  or  disclosed  any  material   proprietary
     confidential  information to any person,  granted any license or sublicense
     of any rights under or with respect to any intellectual property;

          (iii) made or granted any increase in, or amended or  terminated,  any
     existing plan, program, policy or arrangement;

          (iv) conducted its cash  management  customs and practices  (including
     the timing of collection of  receivables  and payment of payables and other
     current liabilities) and maintained its books and records other than in the
     usual and  ordinary  course of  business  consistent  with past  custom and
     practice;

          (v) made any loans or advances to, or  guarantees  for the benefit of,
     or entered into any transaction with any employee, officer or director;

                                       7
<PAGE>

          (vi) suffered any material loss, damage,  destruction or casualty loss
     to its  business  or waived any rights of  material  value,  whether or not
     covered by insurance and whether or not in the ordinary course of business;

          (vii) declared, set aside or paid any dividend or distribution of cash
     or other property to any  stockholder  or purchased,  redeemed or otherwise
     acquired any shares of its capital stock, or made any other payments to any
     stockholder;

          (viii) amended or authorized the amendment of its charter documents or
     by-laws;

          (ix) made any capital  expenditures or commitments  therefor in excess
     of $10,000;

          (x) paid  any  bonuses  or  compensation  other  than  regular  salary
     payments,  or increased the salaries, or paid any debt, to any stockholder,
     director, officer, or employee, or entered into any employment,  severance,
     or similar contract with any director, officer, or employee;

          (x) changed its authorized or issued capital stock;  granted any stock
     option  or right to  purchase  shares  of its  capital  stock;  issued  any
     security  convertible  into such capital  stock;  granted any  registration
     rights;  purchased,  redeemed retired,  or otherwise acquired any shares of
     any  such  capital  stock;  or  declared  or paid  any  dividend  or  other
     distribution or payment in respect of shares of capital stock;

          (xi)  cancelled  or waived any claims or rights with a value in excess
     of $10,000;

          (xii) materially changed its accounting methods;

          (xiii) entered into any other material transaction,  other than in the
     ordinary course of business consistent with past custom and practice; or

          (xiv) committed to any of the foregoing.

     (r) Net400 has not at any time made or  committed  to make any payments for
illegal political  contributions or made any bribes,  kickback payments or other
illegal payments.

     (s) Schedule G attached hereto contains a correct and complete list setting
forth (a) the name, job title,  current  salary,  accrued  vacation and years of
employment  for each  employee  of  Net400,  and (b) the names and total  annual
compensation  for all  independent  contractors who render services on a regular
basis to Net400.  Except as set forth on Schedule G, no employee or  independent
contractor  of Net400 has  received  any bonus or increase in  compensation  and
there has been no general  increase in the  compensation or rate of compensation
payable to any employees or independent contractors of Net400 since December 31,
2000, nor has there been any change in any Employee  Benefit Plan or any promise
by Net400 to employees or  independent  contractors  orally or in writing of any
bonus or  increase  in  compensation  or a  general  increase  or  change in any
Employee Benefit Plan, whether or not legally binding.  Net400 is not a party to
or  obligated  with  respect to any (a)  outstanding  contracts  with current or
former   employees,    agents,    consultants,    advisers,    salesmen,   sales
representatives,  distributors,  sales  agents  or  dealers,  or (b)  collective
bargaining  agreements or contracts with any labor union or other representative
of employees or any employee  benefits  provided for by any such  agreement.  No
strike,  union  organizational  activity,  allegation,  charge or  complaint  of
employment  discrimination  or other  similar  occurrence  has  occurred  during
Net400's operation of its business, or is pending or, to the knowledge of Net400
and the Net400  Shareholders,  threatened against Net400; nor does Net400 or the
Net400  Shareholders  know  any  basis  for  any  such  allegation,  charge,  or
complaint. Net400 has materially complied with all applicable legal requirements
relating to the employment of labor,  including  provisions  thereof relating to
wages, hours, equal opportunity,  collective  bargaining and the withholding and
payment  of  social  security,  unemployment  and  other  Taxes.  There  are  no
administrative  charges or court  complaints  pending  or, to the  knowledge  of
Net400 and the Net400  Shareholders,  threatened  against Net400 before the U.S.
Equal Employment  Opportunity  Commission or any Governmental  Entity concerning
alleged  employment   discrimination  or  any  other  matters  relating  to  the
employment  of labor;  there is no unfair  labor  practice  charge or  complaint
relating to the business of Net400  pending or, to the  knowledge of Company and
the Net400  Shareholders,  threatened  against  Net400 before the National Labor
Relations  Board or any similar  state or local body;  and, to the  knowledge of
Net400 and the Net400  Shareholders,  no such  charges or  complaints  have been
brought against Net400.

                                       8
<PAGE>

     (t)  Schedule H is a  complete  and  accurate  list of the  company  names,
contact names, addresses, phone and facsimile numbers of all customers of Net400
who have purchased  services and/or goods from Net400 since inception and all of
the sales prospects of Net400,  and Net400 will deliver to Purchaser  within ten
(10) days after the Closing an updated list of all customers and prospects  with
any and all  information  Net400 has regarding  such  customers  and  prospects.
Net400 has not  received  any written or, to the  knowledge of Net400 and Net400
Shareholders,  oral  notice,  and Net400 does not have any  knowledge,  that any
customer of Net400 intends to discontinue  or  substantially  diminish or change
its relationship with Net400 on account of the transactions  contemplated herein
or otherwise (except as noted on Schedule H).

     (u) None of Net400, the shareholders listed on the Net400 Shareholder List,
or any of their  affiliates  has  employed or used the services of any finder or
broker in connection with the transactions contemplated herein.

     7. CONDITIONS PRECEDENT TO CLOSING. The parties covenant and agree that the
Closing  of the  Merger  shall  be  subject  to the  fulfillment  of each of the
following  covenants  and  agreements,  each of which  constitutes  a  condition
precedent to the obligations of the parties hereunder:

     (a) The  shareholders  holding  at least 65% of the  outstanding  shares of
common stock of ROI shall have approved the Merger.

     (b) Net400 shall make available to ROI any and all data, records, and other
information  as ROI,  in its sole  discretion,  deems  necessary  to perform due
diligence  prior to the Closing and said Closing shall be contingent  upon ROI's
approval based on the results of said due diligence.

     (c) At the Closing,  Murdock shall enter into the Employment Agreement with
ROI.

     (d) At the Closing, Rooks shall enter into the Services Agreement with ROI.

     (e) At the Closing, Rooks and ROI shall enter into the Escrow Agreement.

     (f) Prior to or at the Closing,  ROI and Patrick  Townsend  and  Associates
shall  enter into an  agreement  related to the  software  marketed by Net400 on
terms and conditions acceptable to ROI.

     8. LEGEND ON SHARES; PIGGYBACK REGISTRATION. Each certificate for shares of
ROI Common Stock issued  hereunder,  unless at the time of exercise  such shares
are  registered  under  the  Act,  shall  bear  the  following  legend  (and any
additional legend required by the any national  securities  exchanges upon which
such  shares may, at the time of such  exercise,  be listed or under  applicable
securities laws):

          The  securities   represented  by  this   certificate  have  not  been
     registered under the Securities Act of 1933, as amended (the "Act"), or the
     securities laws of any state. They may not be sold, transferred,  assigned,
     pledged, hypothecated,  encumbered, or otherwise disposed of in the absence
     of registration  under said Act and all other  applicable  securities laws,
     unless an exemption from registration is available.

The shareholders  listed on the Net400  Shareholder List each will agree to hold
the shares of ROI Common Stock for a minimum of two (2) years after the Closing.
Except for the foregoing  minimum holding period,  the  shareholders  shall have
unlimited  piggyback  registration  rights for any  shares of ROI  Common  Stock
issued  hereunder.  If, after the foregoing  minimum holding period,  ROI at any
time  proposes  for any  reason  to  register  any of its  securities  under the
Securities Act of 1933, as amended (the "Act"), it shall each such time promptly
give written notice to the  shareholders of its intention to do so, and upon the
written request, given within thirty (30) days after receipt of any such notice,
of any of the  shareholders  to register  any shares of ROI Common Stock held by
any of them, ROI shall cause all such shares to be registered under the Act, all
to the extent  requisite to permit the sale or other  disposition  by any of the
shareholders of the shares respectively held by them so registered.  ROI, at its
sole expense,  shall take all actions  required and prepare and file any and all
documents  required under the Act or any other  securities or "blue sky" laws of
any jurisdictions  reasonably requested by the shareholders or by the Securities
and Exchange Commission or any other regulatory agency.

                                       9
<PAGE>

     9.  ASSIGNMENT.  Except as  permitted  herein,  none of the parties to this
Agreement may assign its respective rights and obligations hereunder without the
prior written consent of the other parties hereto.

     10.  TERMINOLOGY  AND  SECTION  HEADINGS.  All  personal  pronouns  in this
Agreement,  whether  used in the  masculine,  feminine  or neuter  gender  shall
include all other genders;  the singular shall include the plural and the plural
shall include the singular.  Titles of Paragraphs are for convenience  only, and
neither limit nor amplify the provisions of this Agreement.

     11. BINDING EFFECT. Subject to the restrictions on assignments set forth in
this  Agreement,  this Agreement and the rights of the parties  hereunder  shall
inure to the benefit of and be binding  upon the  parties  and their  respective
legal  representatives,  successors  and assigns.  Whenever in this  Agreement a
reference  is made to one of the  parties,  such  reference  shall be  deemed to
include a reference to the legal representatives, successors and assigns of such
party.

     12.  SEVERABILITY.  This  Agreement  shall be governed by and  construed in
accordance  with,  and only to the extent  permitted  by, all  applicable  laws,
ordinances,  rules and regulations.  If any provision of this Agreement,  or the
application thereof to any person or circumstance,  shall, for any reason and to
any extent, be invalid or unenforceable, the remainder of this Agreement and the
application  of such  provision to other persons or  circumstances  shall not be
affected thereby,  but rather shall be enforced to the greatest extent permitted
by law.

     13.  INTERPRETATION.  In  construing  the  terms  and  provisions  of  this
Agreement,  it is understood and agreed that no court or other interpretive body
shall  apply a  presumption  that  the  terms  of this  Agreement  shall be more
strictly or  particularly  construed  against one party  hereto by reason of the
fact that said party,  either  directly or through  its  agents,  prepared  this
Agreement,  it being understood and agreed that all parties,  either directly or
through their agents, have fully participated in the preparation hereof.

     14.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Georgia,  excluding any conflict of law
provisions.  Any litigation to enforce or interpret  this  Agreement  shall take
place in the state courts of Cobb County, Georgia, or the federal courts for the
Northern District of Georgia.

     15. ENTIRE AGREEMENT.  Except as specifically provided in this Agreement to
the  contrary,  this  Agreement  constitutes  the entire  agreement  between the
parties hereto regarding the subject matter hereof,  and no modification  hereof
shall be effective  unless made a supplemental  agreement in writing executed by
all of the parties hereto.

     16.  PUBLIC  DISCLOSURE.  Except  as  required  by law,  no  party  to this
Agreement  other than ROI is permitted to make any written or oral statements or
disclose  any  information  related  to  this  Agreement  and  the  transactions
contemplated hereby without the prior written consent of ROI.

                                       10
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
executed in multiple  counterparts,  each of which shall be deemed an  original,
with their  respective  seals affixed  thereto all as of the date and year first
above written.

                                        RETURN ON INVESTMENT CORPORATION


     Attest: /s/ NORMAN HAYES           By: /s/ CHARLES PECCHIO, JR.
             --------------------           --------------------------------
     Its:  Secretary                    Its:  President

     [CORPORATE SEAL]

                                        NET400 ACQUISITION CORPORATION


     Attest: /s/ NORMAN HAYES           By: /s/ CHARLES A. MCROBERTS
             --------------------           --------------------------------
     Its:  Secretary                    Its:  President

     [CORPORATE SEAL]

                                        NET400, INC.


     Attest: /s/ WILTON M. ROOKS        By: /s/ WILTON M. ROOKS
             --------------------           --------------------------------
     Its:  Secretary                    Its:  President

     [CORPORATE SEAL]


                                        NET400 SHAREHOLDERS:


                                        /s/ WILTON M. ROOKS (SEAL)
                                        ------------------------------------
                                        WILTON M. ROOKS


                                        /s/ ELIZABETH P. MURDOCK(SEAL)
                                        ------------------------------------
                                        ELIZABETH P. MURDOCK