Exhbit 4.5
                          REGISTRATION RIGHTS AGREEMENT

          This  REGISTRATION  RIGHTS AGREEMENT (this  "Agreement"),  dated as of
October  29,  2003,  is  entered  into  by  and  between  Return  On  Investment
Corporation, a Delaware corporation (the "Company"), and each of the parties who
have executed this Agreement (each such party is sometimes individually referred
to herein as a "Holder" and all such parties are sometimes collectively referred
to herein as the "Holders").

          This   Agreement  is  made  pursuant  to  that  certain   Subscription
Agreement,  dated as of the date  hereof,  by and  between  the  Company and the
Subscribers named therein (the "Subscription Agreement").

          The Company and the Holders hereby agree as follows:

          1. Definitions.  Unless otherwise defined herein, terms defined in the
Subscription  Agreement  are used herein as therein  defined,  and the following
shall have (unless otherwise provided elsewhere in this Agreement) the following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):

          "Affiliate"  means, with respect to any Person,  any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise,
and  the  terms  "affiliated,"  "controlling"  and  "controlled"  have  meanings
correlative to the foregoing.

          "Agreement" shall mean this Registration  Rights Agreement,  including
all amendments, modifications and supplements to any of the foregoing, and shall
refer to the  Agreement as the same may be in effect at the time such  reference
becomes operative.

          "Business Day" shall mean any day that is not a Saturday,  a Sunday or
a day on which banks are  required or permitted to be closed in the State of New
York.

          "Commission" shall mean the Securities and Exchange  Commission or any
other federal  agency then  administering  the  Securities Act and other federal
securities laws.

          "Holder or Holders"  means the holder or holders,  as the case may be,
from time to time the Registrable Securities.

          "NASD"  shall mean the National  Association  of  Securities  Dealers,
Inc., or any successor corporation thereto.

          "Nasdaq  Market" shall mean the Nasdaq  SmallCap  Market or the Nasdaq
National Market.

          "Registrable  Securities" shall mean the shares of Common Stock issued
pursuant to the terms of the Subscription Agreement.

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          2. Registration.  If the Registrable  Securities are not then sellable
by the Holders  pursuant to Rule 144 of the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  or pursuant  to any other  available  exemption  from
registration  under the Securities  Act, the Company shall prepare and file with
the Commission a Registration  Statement (the  "Registration  Statement")  which
shall cover all of the Registrable  Securities as soon as practicable  following
the earlier to occur of (a) the day that is one year  following the date hereof,
or (b) the day that is six  months  from the date that the  Common  Stock of the
Company is  accepted to trade on a Nasdaq  Market.  The  Registration  Statement
shall be on Form S-3 or any  successor  form  (except if the Company is not then
eligible to register the Registrable Securities for resale on Form S-3, in which
case  such  registration  shall be on  another  appropriate  form in  accordance
herewith).

          3.  Registration  Procedures.  Subject to the provisions of Section 2,
the Company will:

          (a) prepare and file with the Commission a Registration Statement with
respect to such securities and use its commercially  reasonable efforts to cause
such Registration  Statement to become and remain effective for a period of time
required for the disposition of such  securities by the Holder thereof,  but not
to exceed one hundred and eighty (180) days;

          (b)  prepare  and  file  with  the  Commission   such  amendments  and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration  Statement effective and
to comply with the  provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such Registration Statement until
the earlier of such time as all of such  securities  have been  disposed of in a
public offering or the expiration of one hundred and eighty (180) days;

          (c)  furnish  to each  Holder  such  number  of  copies  of a  summary
prospectus  or  other  prospectus,   including  a  preliminary  prospectus,   in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents, as such Holder may reasonably request;

          (d) use its best efforts to register or qualify the securities covered
by such  Registration  Statement under such other securities or blue sky laws of
such  jurisdictions  within the United  States as each Holder  shall  reasonably
request to the extent such  registration  or  qualification  is required in such
jurisdictions  (provided,  however,  that the Company  shall not be obligated to
qualify  as a  foreign  corporation  to  do  business  under  the  laws  of  any
jurisdiction in which it is not then qualified or to file any general consent to
service  of  process),  and do such other  reasonable  acts and things as may be
required of it to enable  such  Holder to  consummate  the  disposition  in such
jurisdiction of the securities covered by such Registration Statement;

          (e) notify each Holder as promptly as practicable  upon the occurrence
of any event as a result  of which the  prospectus  included  in a  Registration
Statement,  as then in effect,  contains an untrue statement of material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements  therein not misleading in light of the  circumstances  then
existing, and as promptly as possible,  prepare, file and furnish to such Holder
a reasonable number of copies of a supplement or an amendment to such prospectus
as may be necessary so that such prospectus does not contain an untrue statement
of material fact or omits to state a material fact required to be stated therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances  then  existing;  provided,  however,  that the  Company may delay
preparing, filing and distributing any such supplement or amendment if the Board
of Directors of the Company  determines  in good faith that such  supplement  or
amendment  could,  in its reasonable  judgment,  (i) interfere with or adversely
affect the negotiation or completion of a transaction that is being contemplated
by the Company or (ii) involve initial or continuing disclosure obligations that
are  not in the  best  interests  of the  Company's  stockholders  at the  time;
provided, further, that (w) the Company will give notice (a "Standstill Notice")

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of any such delay  prior to such  delay,  (x) such delay  shall not extend for a
period of more than thirty (30) days without the written consent of the Holders,
(y) the  Company  may  utilize  such  delay no more than two (2) times or for an
aggregate  of more than sixty (60) days in any period of two  hundred  and forty
(240)  consecutive days, and (z) the period of effectiveness of the Registration
Statement  provided  for herein shall be extended by the number of days from and
including  the date of the giving of a Standstill  Notice to and  including  the
date  when the  Company  shall  have  delivered  to the  Holders  copies of such
supplement or amendment pursuant to this Section 3(g); and

          (f) otherwise use its best efforts to comply with all applicable rules
and  regulations of the Commission and continue to comply with all its reporting
obligations under the Securities and Exchange Act of 1934, as amended.

          4. Expenses.  All expenses  incident to the Company's  compliance with
the terms of this Agreement, including, without limitation, all registration and
filing fees (including all expenses incident to filing with the NASD),  printing
expenses,  fees and  disbursements  of counsel for the Company,  expenses of any
special audits incident to or required by any such  registration and expenses of
complying with the securities or blue sky laws of any  jurisdiction  pursuant to
Section 3(d), shall be paid by the Company, except that:

          (a) all such expenses in  connection  with any amendment or supplement
to the  Registration  Statement  or  prospectus  filed more than one hundred and
eighty  (180)  days  after the  effective  date of such  Registration  Statement
because any Holder has not effected the disposition of the securities  requested
to be registered shall be paid by such Holder;

          (b) the  Company  shall  not be  liable  for any  fees,  discounts  or
commissions to any underwriter or any fees or  disbursements  of counsel for any
underwriter in respect of the securities sold by such Holder; and

          (c) any  incremental  expenses  incurred by the Company as a result of
the inclusion of a Holder's Registrable  Securities in an underwritten  offering
where the Holder or any of its Affiliates is an  underwriter of the  Registrable
Securities which inclusion of such Holder's  Registrable  Securities  requires a
"qualified independent underwriter" under the applicable rules of the NASD shall
be paid by such Holder.

          5.  Indemnification  and  Contribution.

          (a) In the event of any registration of any Registrable Securities
under the Securities Act pursuant to this Agreement, the Company shall indemnify
and hold harmless the Holder of such Registrable Securities, such Holder's
directors and officers, and each other person (including each underwriter) who
participated in the offering of such Registrable Securities and each other
person, if any, who controls such Holder or such participating person within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Holder or any such director or
officer or participating person or controlling person may become subject under
the Securities Act or any other statute or at common law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any alleged untrue statement of any material fact
contained, on the effective date thereof, in any Registration Statement under
which such securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or (ii) any alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and shall reimburse such Holder or such director, officer or participating
person or controlling person for any legal or any other expenses reasonably
incurred by such Holder or such director, officer or participating person or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action. Notwithstanding

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anything to the contrary set forth in this Section  5(a),  the Company shall not
be liable to  indemnify  any person in any such case to the extent that any such
loss,  claim,  damage or liability arises out of or is based upon (1) any actual
or alleged  untrue  statement or actual or alleged  omission  either (x) made in
such Registration Statement, preliminary prospectus,  prospectus or amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by such Holder  specifically  for use therein or so furnished for
such purposes by any underwriter or (y) that had been corrected in a preliminary
prospectus,  prospectus supplement or amendment which had been furnished to such
Holder prior to any  distribution of the document  alleged to contain the untrue
statement  or  omission  to  offerees  or  purchasers,  (2) any offer or sale of
Registrable Securities after receipt by such Holder of a Standstill Notice under
Section 3(g) and prior to the delivery of the prospectus supplement or amendment
contemplated  by Section  3(g),  or (3) the Holder's  failure to comply with the
prospectus  delivery  requirements  under  the  Securities  Act  or  failure  to
distribute its Registrable  Securities in a manner  consistent with its intended
plan  of   distribution  as  provided  to  the  Company  and  disclosed  in  the
Registration Statement.  Notwithstanding the foregoing, the Company shall not be
required to  indemnify  any person for amounts paid in  settlement  of any claim
without the prior  written  consent of the Company,  which  consent shall not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of any  investigation  made by or on behalf  of such  Holder or such
director,  officer or  participating  person or  controlling  person,  and shall
survive the transfer of such securities by such Holder.

          (b) Each Holder,  by acceptance  hereof,  agrees to indemnify and hold
harmless  the  Company,   its   directors  and  officers  and  each  person  who
participated  in such offering and each other  person,  if any, who controls the
Company  within the meaning of the  Securities  Act against any losses,  claims,
damages  or  liabilities,  joint or  several,  to which the  Company or any such
director or officer or any such person may become  subject under the  Securities
Act or any other  statute  or at common  law,  insofar as such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon  (i)  information  in  writing  provided  to  the  Company  by  the  Holder
specifically for use in the following documents and contained,  on the effective
date  thereof,  in  any  Registration  Statement  under  which  securities  were
registered  under  the  Securities  Act  at  the  request  of  the  Holder,  any
preliminary  prospectus or final prospectus  contained therein, or any amendment
or supplement  thereto,  (ii) Holder's offer or sale of  Registrable  Securities
after receipt by such Holder of a Standstill Notice under Section 3(g) and prior
to the  delivery of the  prospectus  supplement  or  amendment  contemplated  by
Section 3(g),  (iii)  Holder's  failure to comply with the  prospectus  delivery
requirements  under the Securities Act or failure to distribute its  Registrable
Securities  in a manner  consistent  with its intended plan of  distribution  as
provided  to the Company  and  disclosed  in the  Registration  Statement,  (iv)
Holder's  failure to comply with  Regulation  M under the  Exchange  Act, or (v)
Holder's failure to comply with any rules and regulations applicable because the
Holder is, or is an Affiliate  of, a registered  broker-dealer.  Notwithstanding
the provisions of this paragraph (b) or paragraph (c) below,  no Holder shall be
required to indemnify  any person  pursuant to this  Section 5 or to  contribute
pursuant  to  paragraph  (c) below in an  amount in excess of the  amount of the
aggregate  net  proceeds  received  by such Holder in  connection  with any such
registration under the Securities Act.

          (c) If the  indemnification  provided  for in this  Section 5 from the
indemnifying  party is unavailable to an indemnified  party hereunder in respect
of any losses,  claims,  damages,  liabilities or expenses  referred to therein,
then the indemnifying  party, in lieu of indemnifying  such  indemnified  party,
shall  contribute to the amount paid or payable by such  indemnified  party as a
result  of  such  losses,  claims,  damages,  liabilities  or  expenses  in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party and  indemnified  parties in connection with the actions which resulted in
such losses,  claims,  damages,  liabilities  or expenses,  as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such indemnifying party or

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<PAGE>

indemnified  parties,  and the parties'  relative intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a party as a result of the losses,  claims,  damages,  liabilities
and  expenses  referred  to above  shall be deemed to include any legal or other
fees or  expenses  reasonably  incurred  by such  party in  connection  with any
investigation or proceeding.

          The parties  hereto  agree that it would not be just and  equitable if
contribution  pursuant  to  this  Section  5(c)  were  determined  by  pro  rata
allocation or by any other method of  allocation  which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

          6. Certain  Limitations on Registration  Rights.  Notwithstanding  the
other provisions of this Agreement:

          (a) the Company  shall not be obligated  to register  the  Registrable
Securities  of Holders if, in the  opinion of counsel to the Company  reasonably
satisfactory  to the Holder and its counsel,  the sale or other  disposition  of
such Holder's Registrable Securities, in the manner proposed by such Holder, may
be effected without registering such Registrable Securities under the Securities
Act; and

          (b)  the  Company  shall  have  the  right  to  delay  the  filing  or
effectiveness  of the  registration  statement  required  pursuant  to Section 2
hereof during one or more periods aggregating not more than forty five (45) days
in any  twelve-month  period  in the  event  that  (i)  the  Company  would,  in
accordance  with the advice of its  counsel,  be  required  to  disclose  in the
prospectus  information  not  otherwise  then  required  by law  to be  publicly
disclosed and (ii) in the judgment of the Company's Board of Directors, there is
a reasonable  likelihood  that such  disclosure  would  materially and adversely
affect any existing or prospective  material business situation,  transaction or
negotiation or otherwise materially and adversely affect the Company.

          7.  Selection of Managing  Underwriters.  The managing  underwriter or
underwriters  for  any  offering  of  Registrable  Securities  to be  registered
pursuant  to Section 2 shall be  selected  by the  Holders of a majority  of the
shares being so registered and shall be reasonably acceptable to the Company.

          8. Holder Agreements. (a) No Holder may participate in an underwritten
offering  provided  for  hereunder  unless  such  Holder  (i) agrees to sell the
Holder's  Registrable  Securities  on the  basis  provided  in the  underwriting
arrangements  contemplated  for such  offering as  reasonably  requested  by the
managing underwriter, (ii) completes and executes all questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other documents reasonably
required  under  the  terms  of such  underwriting  arrangements  as  reasonably
requested by the managing underwriter, and (iii) agrees to bear the Holder's pro
rata portion of all underwriting discounts and commissions;

          (b) Each Holder agrees to comply with  Regulation M under the Exchange
Act in connection with its offer and sale of Registrable Securities;

          (c)  Each  Holder  agrees  that  it  will  not  sell  any  Registrable
Securities  registered  under the  Securities  Act pursuant to the terms of this
Agreement  until a Registration  Statement  (and any  associated  post-effective
amendment)  relating thereto has been declared effective and the Holder has been
provided copies of the related prospectus, as amended or supplemented to date;

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<PAGE>

          (d)  Each  Holder  agrees  to  comply  with  the  prospectus  delivery
requirements  of the Securities Act as applicable in connection with the sale of
Registrable  Securities  registered  under  the  Securities  Act  pursuant  to a
Registration Statement; and

          (e) Each  Holder  agrees  that upon  receipt  of a  Standstill  Notice
pursuant to Section 3(e), the Holder shall  immediately  discontinue  offers and
sales of Registrable  Securities registered under the Securities Act pursuant to
any  Registration  Statements  covering such  Registrable  Securities until such
Holder receives copies of the supplemented or amended prospectus contemplated by
Section 3(e) or notice from the Company that no such  supplement or amendment is
required.

          9. Miscellaneous.

          (a) No Inconsistent  Agreements.  The Company will not hereafter enter
into any  agreement  with respect to its  securities  which  conflicts  with the
rights granted to the Holders in this Agreement.

          (b) Remedies.  Each Holder,  in addition to being entitled to exercise
all rights granted by law,  including  recovery of damages,  will be entitled to
specific performance of its rights under this Agreement. The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this  Agreement and hereby agrees
to waive the defense in any action for specific performance that a remedy at law
would be adequate.  In any action or proceeding brought to enforce any provision
of this  Agreement  or where any  provision  hereof  is  validly  asserted  as a
defense, the successful party shall be entitled to recover reasonable attorneys'
fees in addition to any other available remedy.

          (c) Amendments and Waivers.  Except as otherwise  provided herein, the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to  departure  from the  provisions  hereof may not be given
unless the Company has obtained the written consent of the Holder.

          (d) Notice Generally. Any notice, demand, request, consent,  approval,
declaration,  delivery or other  communication  hereunder to be made pursuant to
the  provisions  of this  Agreement  shall be  sufficiently  given or made if in
writing and either  delivered  in person with  receipt  acknowledged  or sent by
registered or certified mail, return receipt requested,  postage prepaid,  or by
telecopy and confirmed by telecopy answerback, addressed as follows:

         If to the Company:     Return On Investment Corporation
                                1825 Barrett Lake Blvd.; Suite 260
                                Kennesaw, Georgia 30144
                                Attn:    Sherwin Krug

         With a Copy to:        Powell, Goldstein, Frazer & Murphy LLP
                                191 Peachtree Street, 16th Floor
                                Atlanta, Georgia 30303
                                Attn: Arnold Rubinoff, Esq.

         If to the Holders:     At the  address  for the Holder set forth next
                                in the books and records of the Company.

or at such  other  address  as may be  substituted  by  notice  given as  herein
provided.  The giving of any notice required  hereunder may be waived in writing
by the party  entitled to receive such notice.  Every notice,  demand,  request,
consent, approval, declaration,  delivery or other communication hereunder shall

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be  deemed to have  been  duly  given or served on the date on which  personally
delivered,  with  receipt  acknowledged,  telecopied  and  confirmed by telecopy
answerback or three (3) Business  Days after the same shall have been  deposited
in the United States mail.

          (e) Rule  144.  With a view to making  available  to the  Holders  the
benefits of Rule 144 under the Securities Act ("Rule 144") and any other rule or
regulation  of the  Commission  that may at any time  permit  the Holder to sell
securities of the Company to the public without registration, the Company agrees
that it will:

               (i) make and keep public  information  available,  as those terms
are understood and defined in Rule 144;

               (ii) file with the  Commission in a timely manner all reports and
other documents required of the Company under the Exchange Act; and

               (iii)  furnish  to a  Holder,  so long as such  Holder  owns  any
Registrable  Securities,  forthwith upon request (A) a written  statement by the
Company,  if true, that it has complied with the reporting  requirements of Rule
144,  the  Securities  Act and the  Exchange  Act, (B) a copy of the most recent
annual or quarterly  report of the Company and such other  reports and documents
so filed by the Company,  and (C) such other  information  as may be  reasonably
requested in availing such Holder of any rule or  regulation  of the  Commission
which permits the selling of any such securities without registration.

          (f) Successors and Assigns.  This Agreement shall inure to the benefit
of and be binding upon the  successors and assigns of each of the parties hereto
including any person to whom Registrable Securities are transferred.

          (g) Headings.  The headings in this  Agreement are for  convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (h) Governing Law; Jurisdiction.  This Agreement shall be governed by,
construed  and  enforced  in  accordance  with the laws of the State of Delaware
without  giving effect to the conflict of laws  provisions  thereof.  Service of
process  on the  parties  in any  action  arising  out of or  relating  to  this
Agreement shall be effective if mailed to the parties in accordance with Section
9(d) hereof.  The parties  hereto waive all right to trial by jury in any action
or proceeding to enforce or defend any rights hereunder.

          (i) Severability.  Wherever possible, each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Agreement.

          (j) Entire Agreement.  This Agreement,  together with the Subscription
Agreement,  represents the complete  agreement and  understanding of the parties
hereto in respect of the  subject  matter  contained  herein and  therein.  This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof.

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<PAGE>

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

                        RETURN ON INVESTMENT CORPORATION

                        By:

                        Name:
                             ------------------------------------------------

                        Title:
                               ----------------------------------------------


                        HOLDER

                        Name of Holder:
                                       --------------------------------------

                        By:
                                 --------------------------------------------

                        Name:
                             ------------------------------------------------

                        Title:
                               ----------------------------------------------

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