Exhibit 4.9

      THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT BEEN  REGISTERED  WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH
APPLICABLE  STATE  SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE  TRANSFEROR  TO SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY
ACCEPTABLE TO THE COMPANY.

                                     (Date)
                                     ------
(No of  shares)                                              Warrant No.
---------------                                              -------------------

                        RETURN ON INVESTMENT CORPORATION
                             STOCK PURCHASE WARRANT

      THIS IS TO CERTIFY THAT ______________  (the "Holder"),  or its registered
assigns,  is entitled,  at any time prior to the Expiration Date (as hereinafter
defined),  to  purchase  from  Return  On  Investment  Corporation,  a  Delaware
corporation (the "Company") (the Company and the Holder are hereinafter referred
to collectively as the "Parties" and individually as a "Party"),  _______ shares
of Common Stock (as  hereinafter  defined and subject to  adjustment as provided
herein),  in whole or in part, at a purchase  price of $_____ per share (subject
to adjustment as provided  herein),  on the terms and conditions and pursuant to
the provisions hereinafter set forth.

1.      DEFINITIONS

        As used  in this  Warrant,  the  following  terms  have  the  respective
meanings set forth below:

        "Additional  Shares of Common  Stock"  shall  mean all  shares of Common
Stock issued by the Company after the Closing, other than Warrant Stock.

        "Business  Day" shall mean any day that is not a Saturday or 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.

        "Common Stock" shall mean (except where the context otherwise indicates)
the common  stock,  $.01 par value,  of the Company as  constituted  on the date
hereof,  and any capital  stock into which such Common Stock may  thereafter  be
changed,  and shall also  include (i) capital  stock of the Company of any other
class (regardless of how denominated)  issued to the holders of shares of Common
Stock  upon any  reclassification  thereof  which is also  not  preferred  as to
dividends  or assets  over any other  class of stock of the Company and which is
not subject to  redemption  and (ii) shares of common stock of any  successor or
acquiring  corporation (as defined in Section 4.3) received by or distributed to
the holders of Common Stock of the Company in the circumstances  contemplated by
Section 4.3.

         "Current Market Price" shall mean, in respect of any share of Common
Stock on any date herein specified (i) the closing sales price on such day on
the OTC Bulletin Board (the "OTCBB") or the principal stock exchange on which
such Common Stock is listed or admitted to trading, (ii) if no sale takes place

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on such day on OTCBB or any such exchange, the average of the last reported
closing bid and asked prices on such day as officially quoted on OTCBB or any
such exchange, (iii) if there is no such exchange providing quotations, as
furnished by any member of the NASD selected mutually by the Holder and the
Company or, if they cannot agree upon such selection, as selected by two such
members of the NASD, one of which shall be selected by the Holder and one of
which shall be selected by the Company.

        "Current  Warrant  Price"  shall  mean,  in respect of a share of Common
Stock at any date herein  specified,  $3.00 per share of Common  Stock as of the
date hereof, subject to adjustment as provided herein.

        "Date of Exercise" shall have the meaning set forth in Section 2.1(b).

        "Exchange  Act"  shall  mean the  Securities  Exchange  Act of 1934,  as
amended,  or any similar Federal  statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

        "Exercise  Period"  shall mean the period  during  which this Warrant is
exercisable pursuant to Section 2.1.

        "Expiration Date" shall mean _______________.

        "Holder"  shall  mean the  Person in whose  name the  Warrant  set forth
herein is registered on the books of the Company maintained for such purpose.

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

        "Other Property" shall have the meaning set forth in Section 4.3.

        "Person" shall mean any individual,  sole  proprietorship,  partnership,
limited liability company, joint venture,  trust,  unincorporated  organization,
association,  corporation,  institution,  public benefit corporation,  entity or
government  (whether  Federal,  state,  county,  city,  municipal or  otherwise,
including,  without limitation,  any instrumentality,  division, agency, body or
department thereof).

        "Securities  Act" shall mean the Securities Act of 1933, as amended,  or
any similar  Federal  statute,  and the rules and  regulations of the Commission
thereunder, all as the same shall be in effect at the time.

        "Subscription  Agreement" shall mean the Subscription Agreement dated as
of the date hereof by and between the Company and the Holder.

        "Trading Day(s)" shall mean any day on which the primary market on which
such shares of Common Stock are listed is open for trading.

        "Warrants"  shall  mean  this  Warrant  and  all  warrants  issued  upon
transfer,  division or combination of, or in substitution for, any thereof.  All
Warrants  shall at all times be identical as to terms and  conditions  and date,
except  as to the  number of  shares  of  Common  Stock  for  which  they may be
exercised.

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        "Warrant  Price"  shall mean an amount equal to (i) the number of shares
of Common  Stock  being  purchased  upon  exercise of this  Warrant  pursuant to
Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.

        "Warrant  Stock" shall mean the shares of Common Stock  purchased by the
holders of the Warrants upon the exercise thereof.

2.      EXERCISE OF WARRANT

        2.1.  Manner of  Exercise.  (a) From and after the date hereof and until
5:00 P.M.,  Kennesaw,  Georgia  time,  on the  Expiration  Date,  the Holder may
exercise  this  Warrant,  for all or any part of the  number of shares of Common
Stock purchasable hereunder.

              (b) In order to exercise  this Warrant,  in whole or in part,  the
Holder  shall  deliver to the Company at its  principal  office at 1825  Barrett
Lakes Boulevard;  Suite 260, Kennesaw, Georgia 30144, or at the office or agency
designated  by the Company  pursuant to Section 13, (i) a written  notice of the
Holder's  election to exercise  this  Warrant,  which notice  shall  specify the
number of shares of Common  Stock to be  purchased,  (ii) payment of the Warrant
Price and (iii) this Warrant.  Such notice shall be substantially in the form of
the  subscription  form  appearing at the end of this Warrant as Exhibit A, duly
executed  by the Holder or its agent or  attorney.  Upon  receipt  thereof,  the
Company  shall,  as promptly as  practicable,  and in any event  within five (5)
Business Days thereafter, issue or cause to be issued and deliver or cause to be
delivered to the Holder a certificate or certificates representing the aggregate
number of full shares of Common Stock issuable upon such exercise, together with
cash in lieu of any  fraction of a share,  as  hereinafter  provided.  The stock
certificate or certificates so delivered  shall be, to the extent  possible,  in
such  denomination or  denominations  as such Holder shall request in the notice
and shall be registered in the name of the Holder or, subject to Section 8, such
other name as shall be designated in the notice. This Warrant shall be deemed to
have been exercised and such certificate or certificates shall be deemed to have
been  issued,  and the  Holder or any other  Person  so  designated  to be named
therein shall be deemed to have become a holder of record of such shares for all
purposes,  as of the date the notice,  together with the cash or check or checks
and this  Warrant,  is received by the Company as described  above and all taxes
required to be paid by the Holder,  if any, pursuant to Section 2.2 prior to the
issuance of such shares have been paid (such date, the "Date of  Exercise").  If
this Warrant shall have been exercised in part,  the Company shall,  at the time
of delivery of the  certificate  or  certificates  representing  Warrant  Stock,
deliver  to the  Holder a new  Warrant  evidencing  the  rights of the Holder to
purchase the  unpurchased  shares of Common  Stock  called for by this  Warrant,
which new Warrant  shall in all other  respects be identical  with this Warrant,
or, at the  request  of the  Holder,  appropriate  notation  may be made on this
Warrant  and the same  returned  to the Holder.  Notwithstanding  any  provision
herein to the contrary,  the Company shall not be required to register shares in
the name of any Person who acquired this Warrant (or part hereof) or any Warrant
Stock otherwise than in accordance with this Warrant.

              (c)  Payment of the  Warrant  Price shall be made at the option of
the Holder by (i) wire transfer to an account  designated  by the Company,  (ii)
certified  or  official  bank  check,  or (iii) any  combination  thereof,  duly
endorsed by or accompanied by appropriate  instruments of transfer duly executed
by the Holder or by the Holder's attorney duly authorized in writing.

        2.2.  Payment of Taxes.  All shares of Common  Stock  issuable  upon the
exercise of this Warrant  pursuant to the terms hereof shall be validly  issued,
fully paid and  nonassessable  and without any  preemptive  rights.  The Company
shall pay all expenses in connection with, and all taxes and other  governmental
charges  that may be imposed  with  respect to, the issue or  delivery  thereof,
unless such tax or charge is imposed by law upon the Holder,  in which case such

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taxes or charges shall be paid by the Holder. The Holder or its transferee shall
pay any transfer tax due and payable in respect of a transfer of this Warrant or
the Warrant Stock to a party other than the Holder.

        2.3.  Fractional  Shares.  The Company  shall not be required to issue a
fractional  share of  Common  Stock  upon  exercise  of any  Warrant.  As to any
fraction of a share which the Holder of one or more  Warrants,  the rights under
which are  exercised  in the same  transaction,  would  otherwise be entitled to
purchase upon such exercise,  the Company shall pay a cash adjustment in respect
of such  final  fraction  in an  amount  equal to the same  fraction  of (x) the
Current Market Price per share of Common Stock on the date of exercise,  so long
as there  continues to be a public  market for the Common  Stock,  or (y) in the
event there is no public  market for the Common  Stock,  the fair  market  value
thereof as reasonably determined by the Board of Directors of the Company.

3.      TRANSFER; DIVISION AND COMBINATION

        3.1.  Transfer.  Subject to compliance  with Section 8, transfer of this
Warrant and all rights  hereunder,  in whole or in part,  shall be registered on
the books of the Company to be maintained  for such purpose,  upon  surrender of
this Warrant at the principal office of the Company  specified in Section 2.1 or
the office or agency  designated by the Company  pursuant to Section 9, together
with a written assignment of this Warrant substantially in the form of Exhibit B
hereto  duly  executed  by the  Holder  or its  agent  or  attorney.  Upon  such
surrender,  the Company  shall,  subject to Section 8, execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denomination specified in such instrument of assignment,  and shall issue to the
assignor a new Warrant  evidencing  the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in
compliance  with Section 8, may be exercised by a new Holder for the purchase of
shares of Common Stock without having a new Warrant issued.

        3.2. Division and Combination. Subject to Section 8, this Warrant may be
divided  or  combined  with  other  Warrants  upon  presentation  hereof  at the
aforesaid  office or  agency  of the  Company,  together  with a written  notice
specifying the names and  denominations  in which new Warrants are to be issued,
signed by the  Holder or its  agent or  attorney.  Subject  to  compliance  with
Section 3.1 and with Section 8, as to any transfer which may be involved in such
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

        3.3. Expenses.  The Company shall prepare,  issue and deliver at its own
expense the new Warrant or Warrants to be delivered under this Section 3.

4.      ADJUSTMENTS.

        The  number  of  shares  of Common  Stock  for  which  this  Warrant  is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant,  shall be subject to adjustment  from time to time as set forth in
this Section 4. The Company shall give each Holder notice of any event described
below which  requires an  adjustment  pursuant to this  Section 4 at the time of
such event.

         4.1. Stock Dividends, Subdivisions and Combinations. If at any time the
Company shall:

              (a) take a record  of the  holders  of its  Common  Stock  for the
purpose  of  entitling  them  to  receive  a  dividend   payable  in,  or  other
distribution of, Additional Shares of Common Stock;

              (b) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock; or

<PAGE>

              (c) combine its outstanding  shares of Common Stock into a smaller
number of shares of Common Stock;

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the happening of such event,  and (ii) the Current  Warrant Price
shall be adjusted  to equal (A) the  Current  Warrant  Price  multiplied  by the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  adjustment  divided  by (B) the  number of shares for
which this Warrant is exercisable immediately after such adjustment.

          4.2. Other  Provisions  Applicable to Adjustments  under this Section.
The following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current Warrant Price provided for in this Section 4:

              (a) When Adjustments to Be Made. The adjustments  required by this
Section 4 shall be made whenever and as often as any specified  event  requiring
an adjustment shall occur, except that any adjustment of the number of shares of
Common  Stock for which this  Warrant is  exercisable  that would  otherwise  be
required may be postponed (except in the case of a subdivision or combination of
shares of Common  Stock,  as provided  for in Section 4.1) up to, but not beyond
the  date  of  exercise  if such  adjustment  either  by  itself  or with  other
adjustments  not previously made adds or subtracts less than 1% of the shares of
Common  Stock for which this  Warrant is  exercisable  immediately  prior to the
making of such  adjustment.  Any  adjustment  representing a change of less than
such minimum  amount (except as aforesaid)  which is postponed  shall be carried
forward and made as soon as such  adjustment,  together  with other  adjustments
required by this Section 4 and not  previously  made,  would result in a minimum
adjustment or on the date of exercise.  For the purpose of any  adjustment,  any
specified event shall be deemed to have occurred at the close of business on the
date of its occurrence.

              (b)  Fractional  Interests.  In computing  adjustments  under this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest 1/10th of a share.

              (c) When  Adjustment  Not  Required.  If the Company  shall take a
record of the holders of its Common Stock for the purpose of  entitling  them to
receive a  dividend  or  distribution  and  shall,  thereafter  and  before  the
distribution to stockholders thereof, legally abandon its plan to pay or deliver
such dividend or  distribution,  then thereafter no adjustment shall be required
by reason of the taking of such record and any such  adjustment  previously made
in respect thereof shall be rescinded and annulled.

              (d)  Escrow  of  Warrant  Stock.  If after  any  property  becomes
distributable  pursuant to this  Section 4 by reason of the taking of any record
of the holders of Common  Stock,  but prior to the  occurrence  of the event for
which  such  record  is  taken,  and the  Holder  exercises  this  Warrant,  any
Additional  Shares of Common  Stock  issuable  upon  exercise  by reason of such
adjustment  shall be  deemed  the last  shares of  Common  Stock for which  this
Warrant  is  exercised  (notwithstanding  any other  provision  to the  contrary
herein) and such shares or other property shall be held in escrow for the Holder
by the  Company to be issued to the Holder upon and to the extent that the event
actually  takes  place,   upon  payment  of  the  then  Current  Warrant  Price.
Notwithstanding  any other  provision to the contrary  herein,  if the event for
which such record was taken fails to occur or is  rescinded,  then such escrowed
shares shall be cancelled by the Company and escrowed property returned.

          4.3.  Reorganization,   Reclassification,   Merger,  Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another

<PAGE>

corporation  or other  business  entity  (where the Company is not the surviving
corporation  or where there is a change in or  distribution  with respect to the
Common Stock of the Company),  or sell,  transfer or otherwise dispose of all or
substantially  all its property,  assets or business to another  corporation  or
other  business  entity  and,  pursuant  to the  terms  of such  reorganization,
reclassification,  merger,  consolidation  or disposition  of assets,  shares of
common stock of the successor or acquiring  corporation,  or any cash, shares of
stock or other  securities  or  property  of any  nature  whatsoever  (including
warrants or other  subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring  corporation ("Other Property"),  are
to be received by or  distributed to the holders of Common Stock of the Company,
then each Holder shall have the right  thereafter  to receive,  upon exercise of
such Warrant, the number of shares of common stock of the successor or acquiring
corporation  or of the Company,  if it is the surviving  corporation,  and Other
Property   receivable   upon   or   as  a   result   of   such   reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately   prior  to  such  event.  In  case  of  any  such   reorganization,
reclassification,  merger,  consolidation  or  disposition  of  assets,  at  the
Holder's  option and request,  any successor to the Company or surviving  entity
shall expressly  assume the due and punctual  observance and performance of each
and every covenant and condition of this Warrant to be performed and observed by
the  Company  and all the  obligations  and  liabilities  hereunder  in order to
provide  for  adjustments  of shares of Common  Stock for which this  Warrant is
exercisable   which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments provided for in this Section 4 and issue to the Holder a new warrant
substantially  in the form of this  Warrant and  consistent  with the  foregoing
provisions  and evidencing the Holder's right to purchase the Other Property for
the aggregate Current Market Price upon exercise  thereof.  For purposes of this
Section 4.3,  "common  stock of the  successor or acquiring  corporation"  shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  4.3  shall   similarly   apply  to  successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

5.        NOTICES TO WARRANT HOLDERS

          5.1.  Notice of  Adjustments.  Whenever the number of shares of Common
Stock for which this  Warrant is  exercisable,  or whenever the price at which a
share of such Common Stock may be purchased upon exercise of the Warrants, shall
be  adjusted  pursuant  to  Section 4, the  Company  shall  forthwith  prepare a
certificate to be executed by the chief financial officer of the Company setting
forth, in reasonable  detail,  the event requiring the adjustment and the method
by which  such  adjustment  was  calculated  specifying  the number of shares of
Common Stock for which this Warrant is exercisable  and (if such  adjustment was
made pursuant to Section 4.3) describing the number and kind of any other shares
of stock or Other Property for which this Warrant is exercisable, and any change
in the purchase price or prices thereof,  after giving effect to such adjustment
or change. The Company shall promptly cause a signed copy of such certificate to
be delivered to each Holder in accordance  with Section 12.2.  The Company shall
keep at its office or agency designated pursuant to Section 9 copies of all such
certificates  and cause the same to be available  for  inspection at said office
during normal  business  hours by any Holder or any  prospective  purchaser of a
Warrant designated by a Holder thereof.

6.        RESERVATION AND  AUTHORIZATION OF COMMON STOCK;  REGISTRATION  WITH OR
          APPROVAL OF ANY GOVERNMENTAL AUTHORITY

          From and after the date hereof, the Company shall at all times reserve
and keep  available  for issue upon the exercise of Warrants  such number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit

<PAGE>

the  exercise in full of all  outstanding  Warrants.  All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant, shall be duly and validly
issued and fully paid and nonassessable, and not subject to preemptive rights.

          Before  taking any action which would result in an  adjustment  in the
number of shares of Common Stock for which this Warrant is exercisable or in the
Current  Warrant  Price,  the Company  shall obtain all such  authorizations  or
exemptions  thereof,  or consents  thereto,  as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

7.        TAKING OF RECORD; STOCK AND WARRANT AND WARRANT TRANSFER BOOKS

          In the case of all dividends or other  distributions by the Company to
the holders of its Common Stock with respect to which any provision of Section 4
refers to the taking of a record of such holders,  the Company will in each such
case take such a record and will take such record as of the close of business on
a Business  Day.  The Company  will not at any time,  except  upon  dissolution,
liquidation  or winding up of the  Company,  close its stock  transfer  books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.

8.        RESTRICTIONS ON TRANSFERABILITY

          The Warrants and the Warrant Stock shall not be transferred  except in
accordance with the terms and conditions of the Subscription Agreement.

9.        OFFICE OF COMPANY

          As long as any of the Warrants remain  outstanding,  the Company shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant.

10.       FILINGS

          So long as the  Company  has a class of equity  securities  registered
pursuant to Section 12 of the  Exchange  Act, the Company will file on or before
the required date all regular or periodic reports (pursuant to the Exchange Act)
required to be filed with the  Commission  pursuant to the Exchange Act and will
deliver to the  Holder  promptly  upon their  becoming  available  (unless  such
reports are available  through the  Commission's  EDGAR system) one copy of each
report,  notice  or proxy  statement  sent by the  Company  to its  stockholders
generally, and of each regular or periodic report (pursuant to the Exchange Act)
and any registration statement,  prospectus or written communication (other than
transmittal letters) (pursuant to the Securities Act), filed by the Company with
(a) the  Commission  or (b) any  securities  exchange on which  shares of Common
Stock are listed.

11.       NO RIGHTS AS STOCKHOLDERS; LIMITATIONS OF LIABILITY

          Except as otherwise  provided  herein,  this Warrant shall not entitle
the Holder to any rights as a  stockholder  of the Company,  including,  without
limitation,  the right to vote, to receive dividends and other  distributions or
to receive notice of or attend meetings of stockholders or any other proceedings
of the Company unless and to the extent  exercised for shares of Common Stock in
accordance  with the terms  hereof.  No  provision  hereof,  in the  absence  of
affirmative  action by the Holder to exercise  its rights to purchase  shares of
Common Stock hereunder, and no enumeration herein of the rights or privileges of
the Holder  hereof,  shall  give rise to any  liability  of such  Holder for the

<PAGE>

purchase price of any Common Stock or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

12.       MISCELLANEOUS

          12.1.  Nonwaiver  and  Expenses.  No course of dealing or any delay or
failure to exercise any right  hereunder on the part of the Holder shall operate
as a waiver of such right or otherwise prejudice the Holder's rights,  powers or
remedies.  If the Company  fails to make,  when due, any  payments  provided for
hereunder,  or fails to comply with any other  provision  of this  Warrant,  the
Company shall pay to the Holder such amounts as shall be sufficient to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by the Holder in collecting
any amounts due  pursuant  hereto or in otherwise  enforcing  any of its rights,
powers or remedies hereunder.

          12.2.  Notice  Generally.   Any  notice,  demand,  request,   consent,
approval,  declaration,  delivery or other  communication  hereunder  to be made
pursuant to the provisions of this Warrant 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 Lakes Blvd.; Suite 260
                                    Kennesaw, Georgia 30144
                                    Attn:    Sherwin Krug

          With a Copy to:           Paul Hastings Janofsky and Wallker LLP
                                    600 Peachtree Street N.E., Suite 2400
                                    Atlanta, Georgia 30308
                                    Attn:    Elizabeth Hardy Noe

          If to the Holder: At its last known address appearing on the
books and records of the Company maintained for such purpose.

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 or other communication hereunder shall be deemed
to have  been  duly  given  and  effective  on the  earliest  of (a) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section prior to 5:00 p.m. (Kennesaw, Georgia
time)  on a  Business  Day,  (b)  the  next  Business  Day  after  the  date  of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified in this Section on a day that is not a business day
or later than 5:00 p.m.  (Kennesaw,  Georgia  time) on any business day, (c) the
Business  Day  following  the  date of  mailing,  if  sent  by  U.S.  nationally
recognized overnight courier service, or (d) upon actual receipt by the party to
whom such notice is required to be given.

          12.3. Loss or Mutilation.  Upon receipt by the Company from any Holder
of evidence  reasonably  satisfactory  to it of the  ownership  of and the loss,
theft,  destruction  or  mutilation  of this  Warrant and  indemnity  reasonably
satisfactory  to it, and in case of mutilation  upon surrender and  cancellation
hereof,  the  Company  will  execute and deliver in lieu hereof a new Warrant of
like tenor to such Holder;  provided,  in the case of  mutilation,  no indemnity
shall be required if this Warrant in  identifiable  form is  surrendered  to the
Company for cancellation.

<PAGE>

          12.4.  Successors  and Assigns.  Subject to the provisions of Sections
3.1 and 8, this  Warrant  and the rights  evidenced  hereby  shall  inure to the
benefit of and be binding upon the  successors of the Company and the successors
and assigns of the Holder. The provisions of this Warrant are intended to be for
the benefit of all Holders from time to time of this  Warrant and,  with respect
to Section 8 hereof,  holders of Warrant Stock,  and shall be enforceable by any
such Holder or holder of Warrant Stock.

          12.5.  Amendment.  This  Warrant  may be  modified  or  amended or the
provisions hereof waived with the written consent of the Company and the Holder.

          12.6 Severability.  Wherever possible,  each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant 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 Warrant.

          12.7  Headings.  The  headings  used  in  this  Warrant  are  for  the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

          12.8  Governing  Law.  All  questions   concerning  the  construction,
validity,  enforcement and  interpretation  of this Warrant shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
Delaware, without regard to the principles of conflicts of law thereof.



                  [Remainder of Page Intentionally Left Blank]

<PAGE>


          IN WITNESS  WHEREOF,  the Company  has caused this  Warrant to be duly
executed and its  corporate  seal to be impressed  hereon as of the day and year
first above written.


                         RETURN ON INVESTMENT CORPORATION


                         By:


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

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



<PAGE>




                                    EXHIBIT A
                                SUBSCRIPTION FORM

[To be executed only upon exercise of Warrant]


          The undersigned registered owner of this Warrant irrevocably exercises
this  Warrant  for the  purchase of ______  Shares of Common  Stock of Return On
Investment  Corporation.,  and herewith makes payment therefor, all at the price
and on the terms and  conditions  specified in this  Warrant and  requests  that
certificates for the shares of Common Stock hereby purchased (and any securities
or other  property  issuable  upon such  exercise)  be issued in the name of and
delivered        to         _____________         whose        address        is
________________________________________  and,  if such  shares of Common  Stock
shall not include all of the shares of Common Stock issuable as provided in this
Warrant, that a new Warrant of like tenor and date for the balance of the shares
of Common Stock issuable hereunder be delivered to the undersigned.




                                            -------------------------------
                                            (Name of Registered Owner)


                                            -------------------------------
                                            (Signature of Registered Owner)


                                            -------------------------------
                                            (Street Address)


                                            -------------------------------
                                            (City) (State) (Zip Code)



NOTICE:   The signature on this  subscription  must  correspond with the name as
          written  upon  the face of the  within  Warrant  in every  particular,
          without alteration or enlargement or any change whatsoever.


<PAGE>

                                    EXHIBIT B
                                 ASSIGNMENT FORM

FOR VALUE  RECEIVED the  undersigned  registered  owner of this  Warrant  hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the  undersigned  under this  Warrant,  with  respect to the number of shares of
Common Stock set forth below:

Name and Address of Assignee                              No. of Shares of
                                                          Common Stock

-----------------------------------                       ---------------

-----------------------------------

-----------------------------------

-----------------------------------


and does hereby  irrevocably  constitute and appoint  __________________________
attorney-in-fact  to register such transfer on the books of Return On Investment
Corporation,  maintained for the purpose, with full power of substitution in the
premises.


Dated:                                Print Name:
      -----------                                -------------------------------

                                      Signature:
                                                --------------------------------

                                      Witness:
                                              ----------------------------------



NOTICE:   The signature on this  subscription  must  correspond with the name as
          written  upon  the face of the  within  Warrant  in every  particular,
          without alteration or enlargement or any change whatsoever.