EXECUTION COPY
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                             SHAREHOLDERS AGREEMENT

         THIS  AGREEMENT  is made  and  entered  into as of the 16th day of May,
2000,  by  and  among  RETURN.COM  ONLINE,  INC.,  a  Georgia  corporation  (the
"Company"),  INNOTRAC CORPORATION, a Georgia corporation ("Innotrac"),  and MAIL
BOXES ETC. USA, INC., a California corporation ("MBE").

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

         WHEREAS, Innotrac formed the Company for the purpose of engaging in the
business of handling  product  returns for e-commerce  companies,  retailers and
catalog houses (the "Company's Business"); and

         WHEREAS, MBE and Innotrac desire to form a strategic  relationship with
respect to the ownership, operation and management of the Company; and

         WHEREAS,  as part of such strategic  relationship,  simultaneously with
the execution of this Agreement, MBE will acquire issued and outstanding capital
stock of the Company and warrants to purchase such capital stock; and

         WHEREAS,  the  parties  believe  it is  desirable  and in their  mutual
interests  to  set  forth  their  agreements  with  respect  to the  voting  and
transferability  of the shares of capital  stock of the Company now or hereafter
held by them, certain matters of corporate governance, and certain other matters
regarding managing the affairs of the Company;

         NOW,  THEREFORE,  for and in consideration of the premises,  the mutual
covenants  and  agreements   contained  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

         1.  DEFINITIONS.
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         For  purposes of this  Agreement,  the  following  terms shall have the
following meanings:

         (a)  "AFFILIATE"  of any  Person  means any other  Person  directly  or
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indirectly controlling, controlled by or under direct or indirect common control
with the former Person,  where  "control" means the power to direct or cause the
direction of the management and policies of another Person,  whether through the
ownership of voting securities, by contract or otherwise.


<PAGE>

         (b) "ARTICLES" means the Articles of  Incorporation of the Company,  as
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amended from time to time.

         (c) "BOARD OF DIRECTORS" means the board of directors of the Company.
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         (d) "BUSINESS DAY" means any day other than a Saturday, a Sunday or any
              ------------
day on which national banks in the State of Georgia are required or permitted to
be closed.

         (e) "BYLAWS"  means the Bylaws of the Company,  as amended from time to
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time.

         (f)  "PERSON"  means and  includes  an  individual,  a  partnership,  a
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corporation, a trust, a joint venture, an unincorporated organization, a limited
liability company and a government or any department or agency thereof.

         (g)  "QUALIFIED PUBLIC OFFERING" means an underwritten  public offering
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on a firm commitment basis pursuant to an effective registration statement filed
under the Securities Act of 1933, as amended (the  "SECURITIES  ACT"),  covering
the offer and sale of Shares in which the  aggregate  net cash  proceeds  of the
offering to the Company and any selling  Shareholders  in the offering  equal or
exceed $25,000,000.

         (h) "SHAREHOLDERS"  means,  collectively,  Innotrac,  MBE and any other
              ------------
holder of Shares subsequent to the date of this Agreement.  Any Shareholder must
agree in writing to become a party to and be bound by this Agreement.

         (i)  "SHARES"  means and  includes  any and all issued and  outstanding
               ------
shares of capital  stock of the Company  held  beneficially  or of record by the
Shareholders,  but Shares will not include options or warrants to acquire shares
or instruments convertible into shares.

         (j) "TRANSFER" means to sell, assign,  transfer or otherwise dispose of
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any of the Shares.

         (k) "WARRANT" means the warrant to purchase common stock of the Company
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issued to MBE pursuant to SECTION 6 and in the form of EXHIBIT A.

         2.  MANAGEMENT OF THE COMPANY.
             -------------------------

         (a) The  business  and  affairs of the  Company  shall be  managed  and
conducted  by its Board of  Directors as provided by law and by the Articles and
the Bylaws, subject to the provisions of this Agreement.

         (b) The Board of Directors of the Company  shall  initially  consist of
five  members.  Each of Innotrac and MBE shall have the right to  designate  and

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<PAGE>

have elected two members of the Board of Directors,  and to remove the directors
designated  by it at any time,  with or without  cause,  but only for so long as
such  Shareholder  is the  registered  owner  of at  least  25%  of the  Shares;
provided,  however,  that MBE shall have such right  through  December 31, 2000,
despite it being at any such time through such date the registered owner of less
than  25% of the  Shares.  For so  long  as  each  of  Innotrac  and  MBE is the
registered owner of at least 10% of the Shares, the other member of the Board of
Directors (the "OUTSIDE DIRECTOR") will be designated, and may be removed at any
time,  with or without  cause,  by mutual  agreement of Innotrac and MBE. On and
after January 1, 2001, if Innotrac or MBE is the registered owner of 10% or more
of the Shares but less than 25% of the Shares,  such Shareholder  shall have the
right to designate  and have elected only one member of the Board of  Directors,
and to remove the director  designated by it at any time, with or without cause.
Promptly after January 1, 2001, if MBE is not the record owner of 25% or more of
the Shares,  MBE will determine which of the two directors  nominated by it will
be removed from the Board of Directors,  and will cause that person to resign or
be removed from the Board.  If Innotrac or MBE is the  registered  owner of less
than 10% of the Shares, such Shareholder will not have the right to designate or
have  elected  any  members  of the Board of  Directors  under  this  Agreement;
provided,  however, if MBE is the registered owner of 5% of the Shares and MBE's
exclusivity  obligations are in effect under SECTION 15 of that certain Services
and  Marketing  Agreement  between MBE and the Company to be dated shortly after
the date of this Agreement,  MBE shall have the right to designate and elect one
director and jointly  designate  with Innotrac the Outside  Director,  until MBE
owns less than 5% of the Shares or such exclusivity  obligations  terminate.  If
any member of the Board of Directors  designated by Innotrac or MBE resigns,  is
removed,  dies or is unable or  unwilling to serve as a director of the Company,
then the  Shareholder  who  designated  such member shall have the sole right to
appoint a successor  director,  provided that the Shareholder who designated the
member still has the right to appoint such director  under this SECTION 2(B). If
the Outside  Director  resigns,  is removed,  dies or is unable or  unwilling to
serve as a  director  of the  Company,  then  Innotrac  and MBE shall  appoint a
successor  director by mutual agreement,  provided that each of Innotrac and MBE
is the registered owner of at least 10% of the Shares.  Each Shareholder  agrees
to  vote  its  Shares  or to take  any  other  action  reasonably  necessary  or
convenient to give effect to the provisions of this SECTION 2(B).

         (c) The  parties  agree (i) to cause the  Board of  Directors  to elect
Scott D.  Dorfman  as the  initial  Chairman  of the Board of  Directors  of the
Company and (ii) that  members of the Board of  Directors  other than an Outside
Director shall not receive fees for service on the Board or committees  thereof,
but shall be reimbursed for reasonable expenses of travel and lodging associated
with Board and committee meetings.

         (d) In  addition to matters  which by law or by the  Articles or Bylaws
are  required  to be  considered  and  approved by the Board of  Directors,  the
Company,  shall not issue shares of the Company's  capital stock, or options for
or instruments convertible into capital stock, without approval of a majority of
the entire Board of Directors;  provided that, in addition, issuances of capital
stock in certain amounts require Shareholder approval under SECTION 3.


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<PAGE>

         (e) As soon as  practicable  after the date hereof,  the Company  shall
prepare,  or  cause  to  be  prepared,   with  input  and  assistance  from  the
Shareholders,  an annual budget for the Company's first fiscal year, which shall
be approved by a majority of the entire Board of Directors. With respect to each
following fiscal year, the Company shall prepare, or cause to be prepared,  with
input and assistance  from the  Shareholders,  a proposed annual budget for such
fiscal year,  and shall  present  such  proposed  annual  budget to the Board of
Directors for approval. Any proposed annual budget approved by a majority of the
entire Board of Directors shall constitute the annual budget for the fiscal year
to which such annual budget relates.  If the Board of Directors fails to approve
all or any part of the proposed  annual  budget for any fiscal year,  the annual
budget in effect  for the prior  fiscal  year shall  remain in effect  until the
Board of Directors  approves a new annual  budget with respect to a fiscal year.
Each annual  budget  shall  include  the costs and  expenses  anticipated  to be
incurred by the  Shareholders for or on behalf of the Company during such fiscal
year,  including  costs and  expenses to be  incurred  by the Company  under the
Services  and  Marketing  Agreement  by and  between the Company and MBE and the
Services  Agreement  by and between the Company and  Innotrac,  both to be dated
shortly after the date hereof, (collectively, the "SERVICE AGREEMENTS").

         3.  FUNDAMENTAL ACTIONS.
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         (a) In addition to any other approvals required by law, the Articles or
the By-Laws,  without the express approval of the holders of at least 75% of the
Shares, the Company shall not, nor shall the Shareholders cause the Company to:

                  (i)  Make  any  material  change  in the  Company's  Business,
         including the  commencement of any business venture by the Company that
         is not  substantially  similar to the  Company's  Business  immediately
         prior to the proposed commencement of the business venture;

                  (ii)  Enter  into any  transaction  or series of  transactions
         within  a fiscal  year  with  any of the  Shareholders  or any of their
         respective  Affiliates with  consideration  between such Shareholder or
         Affiliate  and the  Company  in  excess  of  $60,000,  other  than  the
         transactions contemplated in the Services Agreements;

                  (iii) Liquidate, dissolve or wind up the affairs, or adopt any
         plan for the liquidation,  dissolution or winding up of the affairs, of
         the Company;

                  (iv) Commence any voluntary  proceeding for  bankruptcy  under
         the United States Bankruptcy Code;

                  (v)  Pay  any  dividend  or  make  any   distribution  to  any
         Shareholder,  or  repurchase  or redeem the  Shares of any  Shareholder
         (except in accordance  with the right of first refusal  provisions  set
         forth in SECTION 4(C));


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<PAGE>

                  (vi) Acquire any equity interest in any Person, lend any money
         to any Person or otherwise make an investment in any Person;

                  (vii)  Acquire all or  substantially  all of the assets of any
         Person;

                  (viii) Merge or consolidate the Company with any Person, enter
         into a recapitalization,  or adopt any plan of share exchange involving
         the Company  pursuant  to Section  14-2-1102  of the  Georgia  Business
         Corporation  Code,  any successor  statute,  or any similar laws of any
         other jurisdiction;

                  (ix) Alter or amend the Articles or Bylaws;

                  (x)  Sell  all  or  substantially  all of  the  assets  of the
         Company;

                  (xi) Issue options to purchase shares of the Company's capital
         stock to a  Shareholder,  any of its  Affiliates  or the employees of a
         Shareholder or any of such Shareholder's Affiliates;  provided that the
         grants of options to acquire  3,333,333  shares of the Company's Common
         Stock to Innotrac and MBE and its Affiliates or its employees  promptly
         after the date of this Agreement shall not require  approval under this
         SECTION 3;

                  (xii) Increase or decrease the size of the Board of Directors;

                  (xiii) Issue common stock or instruments convertible to common
         stock to any person in amounts  equal to or greater than 5% of the then
         outstanding Common Stock;

                  (xiv) Incur debt in excess of 25% of the  capital  contributed
         to the Company; or

                  (xv) Amend the Services Agreements in any material respect.

         (b) Prior to December  29, 2000,  the parties  agree that if any action
set forth in SECTION  3(A) will be  considered  by the  Shareholders,  the party
requesting that the action be considered will provide 30 days' written notice to
the other party.

         (c) Each  Shareholder  agrees to vote all Shares owned or controlled by
it, execute and deliver such documents, take such further actions, and otherwise
use its best efforts to cause the Board of Directors to vote in such a manner as
may be  necessary  or  desirable  to carry out the  purposes  and intent of this
SECTION 3.

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<PAGE>

         4.  RESTRICTIONS ON TRANSFER OF SHARES.
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         (a) GENERAL.  No  Shareholder  may  Transfer any of its Shares,  or any
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interest therein,  or allow the same to be subject,  directly or indirectly,  to
Transfer by operation of law or  agreement,  or pledge,  mortgage,  hypothecate,
assign or  transfer as security  any of its  Shares,  without the prior  written
consent of the other Shareholder(s)  (which consent will be conditioned upon the
transferee,  pledgee or other secured  party  agreeing in writing to be bound by
the terms and conditions of this  Agreement),  except as expressly  permitted by
this  Agreement.  Notwithstanding  anything in this  Agreement to the  contrary,
without the prior written consent of the other Shareholders,  no Shareholder may
transfer or sell Shares  owned by it until after the first  anniversary  of this
Agreement,  except  pursuant to SECTION 4(b) of this  Agreement.  Any  purported
Transfer,  pledge,  mortgage or hypothecation in any other manner shall be void,
and  shall  not be  recognized  or given  effect  by the  Company.  The  parties
acknowledge  that the Shares owned by MBE will be pledged to Chase  Manhattan as
Administrative  Agent pursuant to that certain Credit  Agreement  dated June 10,
1998, as amended (including the Guarantee and Collateral  Agreement made by U.S.
Office  Products  Company  and  certain  of is  subsidiaries  in  favor of Chase
Manhattan Bank as  Administrative  Agent dated as of June 10, 1998 and the other
agreements  and  instruments  executed  in  connection  therewith,  the  "CREDIT
AGREEMENT")  and agree  that the  terms of this  Agreement,  shall  apply to the
shares  pledged  thereunder.  MBE  represents  and  warrants  to the Company and
Innotrac  that no consents  are  required to be obtained  pursuant to the Credit
Agreement for the execution,  delivery and performance of this Agreement and the
Service Agreements,  and that this Agreement and the Service Agreements will not
violate the Credit Agreement or constitute a breach thereunder.

         (b)  TRANSFERS TO  AFFILIATES,  SUCCESSORS.  Notwithstanding  any other
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provision of this Agreement to the contrary,  each  Shareholder may transfer any
or all of its  Shares  to any  direct or  indirect  wholly-owned  subsidiary  or
subsidiaries of such Shareholder or to any Person acquiring all or substantially
all  of the  assets  of  such  Shareholder  or to any  Person  into  which  such
Shareholder  has  merged  from and after the date of this  Agreement.  Each such
transferee  shall first agree in writing to be bound by the terms and conditions
of this Agreement as if it were an original  party hereto.  SECTION 4(c) of this
Agreement does not apply to the transfer by a Shareholder  pursuant to the first
sentence of SECTION 4(b).

         (c) RIGHT OF FIRST  REFUSAL.  All of the  Shares,  without  limitation,
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shall be subject to the following provisions:

                  (i) A  Shareholder  may  Transfer  any or  all of its  Shares,
         without the consent  required above,  if the Shareholder  (the "SELLING
         SHAREHOLDER")  first  obtains a bona fide written  offer (the  "OUTSIDE
         OFFER")  from a  non-Affiliated  third  party  (the  "THIRD  PARTY") to
         purchase such Shares (the "OFFERED  SHARES") and, before  accepting the
         Outside Offer,  such  Shareholder  offers,  in succession,  to sell the
         Offered Shares to the Company and the other  Shareholders  (as a group)
         upon the terms,  including  price,  contained in the Outside Offer. The
         Selling  Shareholder's  successive  offers to the Company and the other
         Shareholders  shall be in writing and shall be accompanied by a copy of
         the Outside Offer and the full name and address of the Third Party.


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<PAGE>

                  (ii) The Company shall have the right to purchase all (but not
         less than all) of the Offered Shares upon the terms,  including  price,
         contained in the Outside Offer.  Within ten (10) days after the Company
         receives the Selling  Shareholder's offer, the Secretary of the Company
         shall call a special  meeting of the Board of Directors  in  accordance
         with the Bylaws for the  purpose of deciding  whether the Company  will
         accept the Selling  Shareholder's  offer to sell the Offered  Shares to
         the Company. In lieu of such special meeting, the Secretary may provide
         the notices  required by law and the Bylaws in order for the  directors
         of the Company to sign a written consent evidencing their decision with
         respect to the offer.  None of the directors  designated by the Selling
         Shareholder  under  SECTION  2(b) shall have a vote on the  question of
         whether the Company shall accept such offer;  provided,  however,  that
         such directors  shall sign any written consent of the directors for the
         purpose of  authorizing  and  implementing  the  decision  of the other
         director(s) on behalf of the Company concerning the offer. In addition,
         the Company's purchase of the Offered Shares is subject to SECTION 3 of
         this Agreement, to the extent applicable. The Company shall have thirty
         (30) days from receipt of the offer from the Selling Shareholder within
         which to accept the offer by delivering a written  acceptance notice to
         the Selling  Shareholder.  Failure by the Company to accept the Selling
         Shareholder's  offer  within  said  30-day  period  shall  be  deemed a
         rejection of such offer by the Company.

                  (iii) If the Company rejects or is deemed to have rejected the
         Selling  Shareholder's offer to sell the Offered Shares to the Company,
         then the Selling  Shareholder shall offer to sell the Offered Shares to
         the other  Shareholders upon the terms,  including price,  contained in
         the  Outside  Offer.  The other  Shareholders  shall  have the right to
         purchase  all (but not less than all) of the  Offered  Shares  upon the
         terms,  including  price,  stated in the Outside Offer,  and each in an
         amount  proportionate to its own respective holdings of the Shares held
         by the other Shareholders  (unless: (x) otherwise agreed among them, or
         (y) one or more of them  decline the Selling  Shareholder's  offer,  in
         which event,  the  remaining  other  Shareholders  shall be entitled to
         purchase the excess  Offered Shares in amounts  proportionate  to their
         own  respective  holdings  of the Shares  held by the  remaining  other
         Shareholders or as otherwise agreed among them). The other Shareholders
         shall have thirty (30) days from  receipt of the offer from the Selling
         Shareholder  in which to  accept  the  Selling  Shareholder's  offer by
         delivering a written notice to that effect to the Selling  Shareholder.
         Failure by the other  Shareholders to accept the Selling  Shareholder's
         offer to sell all of the Offered Shares within such 30-day period shall
         be deemed a rejection of the offer by the other Shareholders.

                  (iv) If the Company and the other  Shareholders  reject or are
         deemed to have  rejected  the Selling  Shareholder's  offer to sell the
         Offered Shares to the Company and the other  Shareholders,  the Selling


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<PAGE>

         Shareholder shall have the right to sell all (but not less than all) of
         the Offered Shares to the Third Party at the price and on the terms and
         conditions stated in the Outside Offer,  provided that, before any such
         transfer  may be  consummated:  (A) the Third Party  shall  furnish the
         Company  with an  opinion  of counsel  reasonably  satisfactory  to the
         Company  and in  form  and  substance  reasonably  satisfactory  to the
         Company  that the sale and transfer of such Shares does not violate the
         provisions  of  any  applicable   securities   laws,  (B)  the  Selling
         Shareholder  shall  cause the Third Party to  acknowledge  and agree in
         writing to be bound by the terms,  conditions and  restrictions of this
         Agreement,  and (C) the  Selling  Shareholder  shall  comply  with  the
         provisions of SECTION 5 relating to co-sale rights.

                  (v) If the  consideration  proposed  to be paid to the Selling
         Shareholder  as  described  in  the  Outside  Offer  includes  non-cash
         consideration,  the Outside  Offer  shall  state the fair market  value
         thereof. The Company and the other Shareholders collectively, or any of
         them, may by written notice to the Selling  Shareholder  challenge such
         valuation.  In the case of such a  challenge,  the  value  of  non-cash
         consideration  shall be  determined  by averaging the values set by the
         Outside  Offer and by the  Company if the Company but none of the other
         Shareholder  challenges  such valuation,  or, if any other  Shareholder
         challenges such valuation then, regardless of whether the Company makes
         a challenge, by such other Shareholder and not by the Company, provided
         that the difference  between the two values is within ten percent (10%)
         of the higher of such  values.  If such  difference  is not equal to or
         less than such 10% amount,  then the Selling  Shareholder and the other
         party  submitting  valuations  as  provided  above shall agree upon one
         appraiser,  who shall  determine  the fair market value of the non-cash
         consideration  for these  purposes.  In the event that such parties are
         unable to agree  upon such an  appraiser,  the  parties  agree that the
         American  Arbitration  Association  (the  "AAA")  shall be  employed to
         choose an  appraiser,  and such person shall  determine the fair market
         value  of  the  non-cash  consideration  for  these  purposes.  If  the
         appraisal process is utilized,  the party whose valuation of the shares
         less  closely   approximates   the  value  selected   pursuant  to  the
         above-described  appraisal process,  measured by dollar amounts and not
         by percentages,  shall pay all costs of the appraisal  process.  In the
         event the right of first refusal is exercised following such appraisal,
         the exercising party shall pay cash to the Selling  Shareholder in lieu
         of said  non-cash  consideration  equal to the fair market  value as so
         determined.

                  (vi) If the Offered  Shares have not been  Transferred  to the
         Third Party in accordance  with the terms and conditions of the Outside
         Offer within one hundred twenty (120) days after the other Shareholders
         reject or are deemed to have rejected the Selling  Shareholder's  offer
         pursuant to SECTION 4(c)(iii),  then the restrictions  provided in this
         SECTION 4 shall again  become  effective  with  respect to such Shares,

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<PAGE>

         and, except as provided in SECTION 4(b), no Transfer of such Shares may
         be made  thereafter  without  the prior  written  consent  of the other
         Shareholders  or without again  offering such Shares to the Company and
         the  other  Shareholders  in  accordance  with the  provisions  of this
         SECTION 4(c).

                  (vii) The closing of any purchase and sale with respect to any
         Offered  Shares  above  shall be held at the  principal  offices of the
         Company on the thirtieth (30th) day after the acceptance of the Selling
         Shareholder's offers with respect to the Offered Shares,  provided that
         if such  thirtieth  (30th) day is not a Business Day, the closing shall
         be held on the next ensuing  Business Day. At the closing,  the Selling
         Shareholder  shall,  and shall cause any  custodian or trustee  holding
         Shares for or on behalf of such Selling  Shareholder to, deliver to the
         Company  or  purchasing  Shareholder(s),  as  applicable,  certificates
         representing  the Offered Shares to be sold to each such party pursuant
         to this SECTION 4(c),  duly endorsed for transfer and free and clear of
         all claims, liens,  encumbrances,  security interests, and restrictions
         (except for any  restrictions  created by this Agreement) and with full
         warranties of title, and the Company or such purchasing Shareholder(s),
         as the case may be, shall pay to the Selling  Shareholder the aggregate
         purchase  price  therefor in cash by wire transfer or other delivery of
         immediately available funds. The Company or any purchasing  Shareholder
         shall be  entitled  to set-off  against any  purchase  price  otherwise
         payable under this Agreement to any Selling  Shareholder  the amount of
         any obligations owed by such Selling Shareholder to the Company or such
         purchasing Shareholder,  as the case may be, on the closing date. If an
         obligation  is owed by the Selling  Shareholder  to the Company and the
         Offered  Shares are  purchased  by any of the other  Shareholders,  the
         Company  shall be entitled to effect the  set-off,  and the  applicable
         purchasing  Shareholder(s)  shall  pay  the  Company  (and  reduce  the
         purchase  price  paid to the  Selling  Shareholder  by) the  amount  so
         set-off.

                  (viii) If the holder ("PLEDGEE") of a security interest in any
         Shares pledged or otherwise used as collateral in a lending transaction
         that is  permitted by the parties upon mutual  consent  (including  the
         Shares of MBE pledged pursuant to the Credit  Agreement)  forecloses on
         the Shares subject to the pledge, the Pledgee shall provide the Company
         and the Shareholders with notice of its foreclosure. Within thirty (30)
         days of the date of  foreclosure,  the Pledgee  shall in the  Pledgee's
         discretion, either (A) offer all of the foreclosed pledged Shares first
         to the Company and then to the Shareholders (other than the Pledgor) at
         Fair Value (as  defined  below) or (B) if the  Pledgee  has a bona fide
         written  offer  for the  foreclosed  pledged  Shares,  offer all of the
         foreclosed  pledged  Shares  first  to  the  Company  and  then  to the
         Shareholders  (other than the Pledgor)  pursuant to the  procedures  of
         SECTIONS 4(c)(i)-(vii) above. If the Pledgee fails to make the required
         offer  within  the  30-day  period,  it shall be deemed to have made an
         offer pursuant to clause (A) of the preceding sentence.  The term "FAIR
         VALUE" shall mean the cash price per Share that a willing  buyer (under


                                      -9-
<PAGE>

         no  compulsion  to buy) would pay, and that a willing  seller (under no
         compulsion to sell) would  accept,  as of the date of the proposed sale
         by the Pledgee,  taking into account all of the assets and  liabilities
         of the  Company  as of  such  date as  determined  in  accordance  with
         generally accepted accounting  principles  consistently applied and the
         value of the Company as a going  concern.  An offer at Fair Value shall
         be governed by SECTIONS  4(c)(ii) and (iii) above,  with the Fair Value
         and  number of the  foreclosed  pledged  Shares  being  deemed  for the
         purposes  of this  subsection  as the  Outside  Offer  and the  Offered
         Shares, respectively,  and the Pledgee being deemed for the purposes of
         this  subsection as the Selling  Shareholder.  For the purposes of this
         subsection,  in an  offer  for  Fair  Value,  there  shall  be no other
         conditions  associated  with the Outside Offer and the Offered  Shares,
         other than the Fair Value and the number of foreclosed  pledged Shares.
         If the Company  and/or the  Shareholders  fail to purchase all (but not
         less than all) of the foreclosed  pledged Shares,  the Pledgee may sell
         such  Shares to an outside  party only  pursuant to the  procedure  set
         forth in SECTION 4(c)(i),  (ii) AND (iii). If the Pledgee offers Shares
         for Fair  Value and if the  Company  notifies  the  Pledgee  in writing
         within ten (10) days of receipt of a Fair Value offer that, in its good
         faith judgment it disagrees  with the Fair Value,  the Fair Value shall
         be set by appraisal in accordance with the following procedure:

                           (A)  Within 30 days after the Fair Value set forth in
                  the Pledgee's  offer notice is rejected by the Company and the
                  Shareholders,  the Pledgee,  on the one hand, and the Company,
                  on the other hand, shall each designate a Qualified  Appraiser
                  (as herein defined) to act as its appraiser for the purpose of
                  establishing  the Fair Value.  A "QUALIFIED  APPRAISER"  shall
                  mean any Person  actively  engaged in providing  valuations of
                  the  Company's  business that has not  previously  been in the
                  employ of the Company or any  Shareholder  or the Pledgee,  or
                  any Affiliate of any Shareholder or the Pledgee.

                           (B) The two (2)  Qualified  Appraisers so named shall
                  certify  to  the  Company  and  the  Pledgee  within  30  days
                  thereafter  the  Fair  Value  of the  Shares,  as  hereinabove
                  defined.   Any  valuation  not  timely   certified   shall  be
                  disregarded.  If such  appraisers  fail to  agree  on the Fair
                  Value  of the  Shares,  they  shall  then  designate  a  third
                  appraiser  (who  shall be a  Qualified  Appraiser)  who  shall
                  promptly  certify to the Company and the Pledgee its appraisal
                  of the Fair  Value of the  Shares,  which  appraisal  shall be
                  conclusive.  If the first two  appraisers  fail to designate a
                  third  appraiser,  then the Company or the Pledgee may request
                  any judge in a court of competent  jurisdiction  in Georgia to
                  designate  said  third  appraiser  (who  shall be a  Qualified
                  Appraiser),  and  the  designation  of  said  judge  shall  be
                  conclusive.

                           (C) Subject to reasonable restrictions imposed by the
                  Company  in order  to  protect  the  Company's  business,  the
                  appraisers  shall have  access to all books and records of the


                                      -10-
<PAGE>

                  Company  and  shall  have  the  right  to  examine  all of the
                  Company's accounts, securities, assets and equipment.

                           (D) If either  the  Company or the  Pledgee  fails to
                  designate an  appraiser  within the  required  time,  then the
                  valuation of the appraiser designated by the other party shall
                  be  conclusive  of the Fair  Value of the  Shares.  Each party
                  shall bear the expense of the  appraiser  named by such party.
                  The expense of the third  appraiser  shall be borne equally by
                  the Company and the Pledgee.

         5.  RIGHT OF CO-SALE.
             ----------------

         (a) If the other Shareholders reject or are deemed to have rejected the
Selling Shareholder's offer to sell the Offered Shares to the other Shareholders
under SECTION  4(c)(iii),  the Selling  Shareholder  shall send a written notice
(the "CO-SALE  NOTICE") to the other  Shareholders as to their rights under this
SECTION  5(a)  within ten (10) days after the other  Shareholders  reject or are
deemed to have  rejected  the  Selling  Shareholder's  offer to sell the Offered
Shares to the other  Shareholders.  Within  twenty  (20) days  after the date of
receipt of the Co-Sale Notice,  each of the other  Shareholders shall notify the
Selling  Shareholder in writing if such other Shareholder  elects to participate
in the proposed Transfer of Offered Shares (the other  Shareholders  electing to
participate being referred to as the "PARTICIPATING SHAREHOLDERS").  Each of the
Participating  Shareholders  shall then have the right to  Transfer to the Third
Party,  at the same price and on the same terms as the  Selling  Shareholder,  a
number of Shares equal to the number of Offered Shares multiplied by a fraction,
the  numerator  of which  is the  number  of  Shares  held by the  Participating
Shareholder,  and the denominator is the aggregate  number of Shares held by the
Selling Shareholder and all of the Participating Shareholders.

         (b) The Participating  Shareholders  shall enter into an agreement with
the Third Party on terms and conditions identical,  to the extent practical,  to
the agreement entered into by the Selling Shareholder containing representations
and  warranties  and  other  terms  and  conditions  agreed  to by  the  Selling
Shareholder.

         6.  FINANCING.
             ---------

         (a) The parties acknowledge that 10,000,000 shares of Common Stock were
previously  issued to Innotrac upon the  organization  of the Company.  Innotrac
hereby  agrees to  contribute a total of up to $9,000,000 in cash to the capital
of the Company  (subject to decrease on a dollar for dollar  basis to the extent
that the Warrant is exercised  by MBE),  and MBE hereby  agrees to  contribute a
total of  $1,000,000 in cash to the capital of the Company,  in accordance  with
the provisions  set forth in this SECTION 6; provided,  however that if MBE does
not  exercise  the  Warrant in full,  Innotrac  shall have the right to obtain a
third party to fulfill its  obligation to fund an amount equal to the difference
between  the  aggregate  exercise  price  paid  by MBE  under  the  Warrant  and
$3,000,000  (valued at $0.30 per  share),  and MBE agrees that shares of Company


                                      -11-
<PAGE>

common stock or other  securities will be issued therefor (and the parties agree
that SECTION  3(a)(xiii)  shall not apply to such  transaction).  Within 10 days
after the date of this Agreement,  Innotrac shall contribute  $3,000,000 in cash
to the capital of the Company,  and MBE shall  contribute  $1,000,000 in cash to
the capital of the Company. In consideration of such contributions,  the Company
shall, promptly after receipt of such contributions,  issue 10,000,000 shares of
the  Company's  common stock to Innotrac and  3,333,333  shares of the Company's
common stock to MBE, and the  $3,000,000  and  $1,000,000 to be paid by Innotrac
and MBE, respectively,  shall be deemed fair and adequate consideration for such
issuance of Common Stock. Innotrac agrees to contribute an additional $3,000,000
(of the $9,000,000  referenced in the second  sentence of this SECTION 6) to the
Company  when a  majority  of the  Board of  Directors  deems it  necessary  and
appropriate. Prior to December 29, 2000, if MBE has not exercised the Warrant in
full, and Innotrac has contributed an aggregate of $6,000,000 in the Company and
the  Board  of  Directors  unanimously  determines  that  it  is  necessary  and
appropriate to obtain additional  capital,  Innotrac at its discretion will fund
up to $3,000,000  in the form of a loan by Innotrac to the Company,  which shall
bear a market rate of interest.  If the Warrant is  exercised,  the loan will be
repaid from the  proceeds of the  Warrant.  If the loan is not repaid in full in
this manner, at Innotrac's option, the Company will either convert the loan into
additional  Shares  (valued  at $0.30  per  share)  or  Innotrac  may  obtain an
additional  investor in the Company whose capital  contribution  will be used to
repay the loan in full (and the parties agree that SECTION  3(a)(xiii)  will not
apply to such  transaction).  After December 29, 2000, the Board of Directors by
unanimous vote and subject to Innotrac's concurrence,  will determine the timing
of any capital contribution  Innotrac makes over an aggregate (since the date of
this Agreement) of $6,000,000 and up to $9,000,000.  Innotrac and MBE agree that
the outstanding  Shares owned by Innotrac and MBE shall be adjusted on and as of
February 28, 2001 so that each owns that number of the then  outstanding  Shares
equal to its pro rata contribution to the capital of the Company.

         (b) A Warrant to purchase 10,000,000 Shares of Company Common Stock, in
the form of EXHIBIT A hereto,  will be issued to MBE on the date that  3,333,333
shares are issued to MBE.

         (c) Except as set forth in SECTION 6(a), no Shareholder  shall have any
obligation  to make any  contributions  to the capital of the Company,  purchase
additional  Shares or otherwise  invest any funds in the  Company.  From time to
time the  Shareholders  may make  contributions to the capital of the Company in
addition to those provided for above if and to the extent they so desire, and if
the Board of Directors determines that such additional capital contributions are
necessary  or  appropriate  in  connection  with the  conduct  of the  Company's
Business (including without limitation,  expansion or diversification).  In such
event, the  Shareholders  shall have the opportunity (but not the obligation) to
participate  in such  additional  capital  contributions  on a pro rata basis in
accordance with the number of Shares held of record by the Shareholders.


                                      -12-
<PAGE>

         7.  BINDING ON TRANSFEREES.
             ----------------------

         (a)  Anything herein to the contrary  notwithstanding,  no Transfer (by
operation  of law or  otherwise)  of any of the  Shares  or any  right to obtain
Shares shall have any force,  validity or effect,  or vest in the transferee any
rights with respect  thereto,  unless and until (i) the  restrictions  regarding
such  transaction  contained in this Agreement shall have been complied with and
(ii) such transferee  shall have agreed in writing to be bound by the provisions
of this  Agreement  with the same  force and  effect as if such  transferee  had
initially been a party to this Agreement,  and such transferee  shall thereafter
be deemed to be a Shareholder for purposes of this Agreement.

         (b)  Except as otherwise expressly  provided herein,  the provisions of
this  Agreement  shall be  binding  upon and shall  inure to the  benefit of the
parties hereto and their respective successors and assigns,  including,  without
limitation, all subsequent holders of any Shares.

         8.  VOTING AND LEGEND.
             -----------------

         (a) The parties  agree to take all such  actions and to vote the Shares
owned or  controlled  by them at all times in such manner as to  effectuate  the
agreements, covenants, restrictions and policies of this Agreement.

         (b) Each certificate representing any Shares now or hereafter issued to
or acquired by any  Shareholder  or any  transferee,  successor or assign of any
Shareholder,  shall bear the  following  or  comparable  legends,  appropriately
completed as to date,  together with any other legends required under applicable
law (and the Shareholders agree to the restrictions referred to therein):

         "TRANSFER OF ANY OF THE SHARES  REPRESENTED BY THIS CERTIFICATE AND THE
         EXERCISE  OF ANY VOTING  RIGHTS OF SUCH  SHARES ARE  RESTRICTED  BY AND
         ENTITLED TO THE BENEFITS OF THAT CERTAIN SHAREHOLDERS AGREEMENT,  DATED
         MAY 16, 2000, BY AND AMONG THE COMPANY AND ITS SHAREHOLDERS,  A COPY OF
         WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY."

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY STATE  SECURITIES  LAWS,  BUT HAVE BEEN ACQUIRED BY THE  REGISTERED
         OWNER  HEREOF FOR THE PURPOSE OF  INVESTMENT  AND IN RELIANCE  UPON THE
         STATUTORY  EXEMPTIONS  CONTAINED IN SECTION 4(2) OF THE SECURITIES ACT,
         SECTION  10-5-9(13) OF THE GEORGIA  SECURITIES ACT OF 1973, AS AMENDED,
         AND SIMILAR  PROVISIONS OF ANY OTHER  APPLICABLE STATE SECURITIES LAWS.


                                      -13-
<PAGE>

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE MAY NOT BE SOLD,  PLEDGED,
         TRANSFERRED  OR ASSIGNED  EXCEPT IN ACCORDANCE  WITH THOSE ACTS AND ALL
         OTHER APPLICABLE STATE SECURITIES LAWS."

         9.  AGREEMENT OF THE COMPANY.
             ------------------------

         The Company agrees for itself and for its  successors and assigns:  (a)
to be bound by this Agreement;  (b) not to transfer, issue or reissue any of the
Shares in violation of this Agreement or without  requiring  proof of compliance
with this Agreement and, if such  transferee or recipient is not already a party
hereto, requiring the transferee or recipient of such Shares to agree in writing
to become a party to and be bound by this Agreement as a "Shareholder;"  and (c)
to place the appropriate  legend set forth in SECTION 8 on all  certificates for
Shares issued by the Company during the term of this Agreement.

         10.  TERMINATION.
              -----------

         This  Agreement  shall  terminate  and shall be of no further  force or
effect upon the earliest to occur of:

         (a) the written  agreement  of all  parties  hereto to  terminate  this
Agreement;

         (b) the  dissolution or  liquidation  of the Company,  or the voluntary
filing of a petition in  bankruptcy  by the  Company,  or the  inability  of the
Company to pay its debts as they become due;

         (c) at such time as all of the Shares are held by the same Person;

         (d) a Qualified Public Offering; or

         (e) in the  case  only of  those  terms  constituting  voting  or other
agreements  limited to a term of 20 years by Official Code of Georgia Annotated,
Section 14-2-731 (or any successor  statute),  the date that is the later of the
20th  anniversary  of the  date of this  Agreement,  or any  later  date  either
permitted by any successor to such statute or permitted because of the agreement
of the  Shareholders  to a renewal of this  Agreement or a renewal of such terms
after the date hereof,  it being the intent of the  Shareholders  to continue in
effect all terms  herein to the extent  permitted by law until one of the events
specified in clauses (a) through (d) occurs.

         11.  MISCELLANEOUS.
              -------------

         (a)  DISPUTE  RESOLUTION.  The parties  endeavor to settle  amicably by
              -------------------
mutual  discussions any disputes,  differences,  or claims whatsoever related to
this Agreement.  Failing such amicable  settlement,  any controversy,  claim, or


                                      -14-
<PAGE>

dispute  arising under or relating to this  Agreement,  including the existence,
validity,  interpretation,  performance,  termination or breach  thereof,  shall
finally be settled by arbitration in accordance  with the  Arbitration  Rules of
the AAA.  Unless  otherwise  agreed by the parties in writing,  any  arbitration
proceeding shall take place in metropolitan  Atlanta,  Georgia.  Notwithstanding
any  provision  of this  Agreement  relating  to which  state laws  govern  this
Agreement,  all issues  relating  to  arbitrability  or the  enforcement  of the
agreement  to  arbitrate  contained  herein  shall be  governed  by the  Federal
Arbitration Act and the federal common law of  arbitration.  There will be three
(3)  arbitrators  (the  "ARBITRATION  TRIBUNAL"),  the  first of  which  will be
appointed by the claimant in its notice of arbitration, the second of which will
be appointed by the respondent within thirty (30) days of the appointment of the
first  arbitrator  and the  third  of which  will be  jointly  appointed  by the
party-appointed  arbitrators within thirty (30) days thereafter. The Arbitration
Tribunal will not have the authority to award punitive  damages to either party.
Each party shall bear its own  expenses,  but the parties will share equally the
expenses of the Arbitration  Tribunal and the AAA.  Judgment upon an arbitration
award may be entered in any court  having  competent  jurisdiction  and shall be
final, binding and non-appealable.

         (b) CONSENTS.  Any approval or consent  required to be given under this
             --------
Agreement  may be evidenced by one or more written  consents,  unless  otherwise
required by law, the Articles or the Bylaws.

         (c) NOTICES. All notices and other communications required or permitted
             -------
to be given or made  hereunder  shall be in writing and delivered  personally or
sent by pre-paid,  first class  certified or  registered  mail,  return  receipt
requested,  or by facsimile  transmission,  to the intended recipient thereof at
its address or facsimile number set forth below:

         To the Company:   Return.com Online, Inc.
                           6655 Sugarloaf Parkway
                           Duluth, Georgia 30097
                           Attn: Scott D. Dorfman
                           Facsimile: (678) 475-5840

         To Innotrac:      Innotrac Corporation
                           6655 Sugarloaf Parkway
                           Duluth, Georgia 30097
                           Attn: Scott D. Dorfman
                           Facsimile: (678) 475-5840

         To MBE:           Mail Boxes Etc. USA, Inc.
                           6060 Cornerstone Court, West
                           San Diego, California  92121-3795
                           Attn: Thomas K. Herskowitz
                           Facsimile: (858) 625-3196


                                      -15-
<PAGE>

Any such  notice or  communication  shall be  deemed  to have  been  duly  given
immediately  (if given or made in person or by facsimile  confirmed by mailing a
copy thereof to the recipient in accordance  with this SECTION 11(c) on the date
of such facsimile),  or three days after mailing (if given or made by mail), and
in proving same it shall be sufficient to show that the envelope  containing the
same was delivered to the delivery or postal service and duly addressed, or that
receipt of a facsimile  was confirmed by the  recipient as provided  above.  Any
party may  change  the  address or  facsimile  number to which  notices or other
communications to such party shall be delivered, mailed or transmitted by giving
notice thereof to the other parties hereto in the manner provided herein.

         (d)  GOVERNING LAW.  The validity and effect of this Agreement shall be
              -------------
governed by and construed and enforced in accordance  with the laws of the State
of Georgia, without giving effect to its rules governing choice of law.

         (e) PARTIAL INVALIDITY AND SEVERABILITY OR TERMINATION.  All rights and
             --------------------------------------------------
restrictions  contained  herein are  severable,  may be  exercised  and shall be
applicable  and  binding  only  to the  extent  that  they  do not  violate  any
applicable  laws, and are intended to be limited to the extent  necessary not to
render this Agreement  illegal,  invalid or  unenforceable.  If any term of this
Agreement shall be held to be illegal, invalid or unenforceable,  or if any such
term shall  terminate  pursuant to SECTION  10(e),  it is the  intention  of the
parties that the remaining  terms hereof shall  constitute  their agreement with
respect to the subject matter hereof and all such  remaining  terms shall remain
in full  force and  effect.  To the extent  legally  permissible,  any  illegal,
invalid or  unenforceable  provision  of this  Agreement  shall be replaced by a
valid  provision  which will  implement the  commercial  purpose of the illegal,
invalid or unenforceable provision.

         (f) WAIVER. No failure on the part of any party hereto to exercise, and
             ------
no delay in exercising, any right, power, or remedy hereunder shall operate as a
waiver thereof,  nor shall any single or partial exercise of any right, power or
remedy by any such party preclude any other or further  exercise  thereof or the
exercise of any other right, power or remedy. No express waiver or assent by any
party  hereto  to any  breach of or  default  in any term or  condition  of this
Agreement shall constitute a waiver of or an assent to any succeeding  breach of
or default in the same or any other term or condition hereof.

         (g)  FURTHER DOCUMENTS  AND ACTIONS.  The parties  hereby agree to take
              ------------------------------
such further  actions and execute and deliver  such further  documents as may be
necessary  or  convenient  from time to time to carry out more  effectively  the
intent and purposes of this  Agreement  and to establish  and protect the rights
and remedies created or intended to be created hereunder.

         (h) HEADINGS.  The headings as to the contents of  particular  sections
             --------
are inserted only for  convenience  and shall not be construed as a part of this
Agreement  or as a  limitation  or expansion of the scope of any of the terms or
provisions of this Agreement.


                                      -16-
<PAGE>

         (i) GENDER,  ETC. Where the context  requires,  the use of the singular
             -------------
form herein shall  include the plural,  the use of the plural shall  include the
singular, and the use of any gender shall include any and all genders.

         (j) ENTIRE AGREEMENT.  This Agreement  supersedes all prior discussions
             ----------------
and agreements among the parties with respect to the subject matter hereof,  and
this  Agreement  contains the sole and entire  agreement  among the parties with
respect to the matters covered  hereby.  This Agreement shall not be modified or
amended  except by an instrument in writing signed by or on behalf of each party
to be bound thereby.

         (j)  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
              ------------
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one and the same instrument.

         (k)  SPECIFIC PERFORMANCE.  Each of the parties acknowledges and agrees
              --------------------
that a breach or threatened  breach of any of the terms of this Agreement  would
result in material and irreparable damage to the other parties and that it would
be impossible to measure in monetary  terms the damages that would accrue upon a
breach  hereof.   Therefore,   the  parties   acknowledge  and  agree  that  any
non-breaching  party  shall  be  entitled  to  injunctive  relief  by a court of
appropriate jurisdiction in the event of a breach or threatened breach of any of
the terms contained in this Agreement, and each party hereby waives the claim or
defense that any other party hereto has an adequate remedy at law.




                                      -17-

<PAGE>

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed under seal as of the day and year first above written.



(CORPORATE SEAL)                        RETURN.COM ONLINE, INC.


Attest:   /s/ David L. Gamsey
       ---------------------------
                                        By:     /s/ Scott Dorfman
                                           -------------------------------------
                                           Name:    Scott Dorfman
                                                --------------------------------
                                           Title:   Chairman
                                                 -------------------------------



(CORPORATE SEAL)                        INNOTRAC CORPORATION


Attest:   /s/ David L. Gamsey
       ---------------------------
                                        By:     /s/ Scott Dorfman
                                           -------------------------------------
                                           Name:    Scott Dorfman
                                                --------------------------------
                                           Title:   CEO/President
                                                 -------------------------------



(CORPORATE SEAL)                        MAIL BOXES ETC. USA, INC.


Attest:   /s/ Paul Maas
       ---------------------------
                                        By:     /s/ Thomas K. Herskowitz
                                           -------------------------------------
                                           Name:    Thomas K. Herskowitz
                                                --------------------------------
                                           Title:   CFO/CRO
                                                 -------------------------------
<PAGE>


                                    EXHIBIT A
                                    ---------

THIS WARRANT AND THE COMMON  STOCK  ISSUABLE  UPON THE EXERCISE  HEREOF HAVE NOT
BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THEY
MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT  AS TO THE  SECURITIES  UNDER  THE  ACT OR AN
EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE SECURITIES LAWS

                              COMMON STOCK WARRANT
                                       OF
                             RETURN.COM ONLINE, INC.

                                      NO. 1

                                  May __, 2000


                          Void after December 29, 2000

         THIS  CERTIFIES  THAT,  for  value  received,   _______________________
(together  with any  permitted  assigns,  the  "WARRANTHOLDER")  is  entitled to
purchase from Return.com  Online,  Inc., a Georgia  corporation (the "COMPANY"),
10,000,000  shares of Common  Stock,  par value $0.10 per share,  of the Company
("COMMON  STOCK")  subject to the terms and  conditions  contained  herein.  The
exercise price per share applicable to this Warrant (the "EXERCISE PRICE") shall
be $0.35 per share of Common Stock. The Exercise Price and such number of shares
shall be subject to  adjustment  upon the  occurrence of the  contingencies  set
forth in this Warrant.

         Upon  delivery of this  Warrant,  together with payment of the Exercise
Price multiplied by the total number of shares of Common Stock thereby purchased
(the "AGGREGATE  EXERCISE PRICE"),  at the principal office of the Company or at
such other office or agency as the Company may designate by notice in writing to
the holder  hereof,  the holder of this  Warrant  shall be entitled to receive a
certificate  or  certificates  for the shares of Common Stock so purchased.  The
date at which the Company  receives  (i) this  Warrant and (ii)  payment for the
shares of  Common  Stock,  either  by  payment  in cash,  or by  check,  or wire
transfer,  shall be  referred  to herein as the  "EXERCISE  DATE." All shares of
Common  Stock which may be issued upon the  exercise of this  Warrant  ("WARRANT
SHARES") shall, upon issuance, be fully paid, validly issued and non-assessable,
free from all taxes, liens and charges.


<PAGE>

         This Warrant is subject to the following terms and conditions:

         1.  EXERCISE OF WARRANT.
             -------------------

         1.1 TIME OF EXERCISE.
             ----------------

         (a)  This  Warrant  may be  exercised  in  whole  or in  increments  of
3,333,333  shares  commencing on the date hereof until 5:00 p.m. on December 29,
2000,  and if such day is not a  business  day,  then on the next  business  day
thereafter.

         (b) The  issuance  of  certificates  for shares  upon  exercise of this
Warrant shall be made without  charge to the holder thereof for any issuance tax
in respect thereof or other cost incurred by the Company in connection with such
exercise and the related issuance of the shares.

         (c) The Company  shall not close its books against the transfer of this
Warrant or of any shares issued or issuable upon the exercise of this Warrant in
any manner which interferes with the timely exercise of this Warrant.

         (d) The Company  shall at all times  reserve and keep  available out of
its authorized but unissued Common Stock solely for the purpose of issuance upon
the exercise of this  Warrant,  the maximum  number of shares  issuable upon the
exercise of this Warrant.

         1.2  METHOD OF EXERCISE.  While this Warrant  remains  outstanding  and
              ------------------
exercisable in accordance with SECTION 1.1, the Warrantholder  may exercise,  in
whole or in  increments  of  3,333,333  shares,  the purchase  rights  evidenced
hereby. Such exercise shall be effected by:

         (a)  the  surrender  of the  Warrant  at the  principal  office  of the
Company; and

         (b) the  payment  to the  Company  by wire  transfer  or  check  of the
Aggregate Exercise Price for all shares of Common Stock purchased.

         1.3  CERTIFICATES FOR SHARES.  The Company shall,  within 10 days after
              -----------------------
the  Exercise  Date,  prepare a  certificate  for the  shares  of  Common  Stock
purchased  in the name of the  holder of this  Warrant,  or as such  holder  may
direct  (subject to the  restrictions  upon transfer  contained  herein and upon
payment by such holder hereof of any  applicable  transfer  taxes).  In case the
Warrantholder  shall,  subject  to  the  restrictions  contained  herein  on the
increment that may be purchased, exercise this Warrant with respect to less than
all of the shares of Common Stock that may be purchased under this Warrant,  the
Company  shall execute a new warrant in the form of this Warrant for the balance
of such shares and deliver such new warrant to the Warrantholder.

         1.4  WARRANT REGISTER.  The  Company  shall  maintain at its  principal
              ----------------
executive offices books for the registration and the registration of transfer of
Warrants. The Company may deem and treat the Warrantholder as the absolute owner
hereof  (notwithstanding any notation of ownership or other writing thereon made
by  anyone)  for all  purposes  and shall not be  affected  by any notice to the
contrary.


                                      A-2
<PAGE>

         2.  CERTAIN ADJUSTMENTS.
             -------------------

         2.1  EXERCISE PRICE; ADJUSTMENT OF NUMBER OF SHARES. The Exercise Price
              ----------------------------------------------
set forth in  SECTION 1 hereof and the  number of shares  purchasable  hereunder
shall be subject to adjustment from time to time as hereinafter provided.

         2.2 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If
             ---------------------------------------------------------------
any capital  reorganization  or  reclassification  of the  capital  stock of the
Company,  or any  consolidation or merger of the Company with another entity, or
the sale of all or  substantially  all of the Company's assets to another person
or entity  (collectively  referred to as a  "TRANSACTION")  shall be effected in
such a way that  holders of Common  Stock shall be  entitled  to receive  stock,
securities,  cash or assets  with  respect to or in exchange  for Common  Stock,
then,  as a  condition  of such  Transaction,  reasonable,  lawful and  adequate
provisions  shall be made  whereby the holder of this Warrant  shall  thereafter
have the right to  purchase  and  receive  upon the basis and upon the terms and
conditions specified in this Warrant,  upon exercise of this Warrant and in lieu
of the Warrant Shares  immediately  theretofore  purchasable and receivable upon
the exercise of the rights represented hereby, such number, amount and like kind
of  shares  of stock,  securities,  cash or  assets as may be issued or  payable
pursuant to the terms of the Transaction  with respect to or in exchange for the
number of  shares  of  Common  Stock  immediately  theretofore  purchasable  and
receivable upon the exercise of the rights  represented hereby as if such shares
were  outstanding  immediately  prior to the  Transaction,  and in any such case
appropriate  provision shall be made with respect to the rights and interests of
the  holders  to  the  end  that  the  provisions  hereof  (including,   without
limitation,  provisions for  adjustments of the Exercise Price and of the number
of Warrant Shares  purchasable and receivable upon the exercise of this Warrant)
shall thereafter be applicable, as nearly as may be practicable,  in relation to
any  shares of stock or  securities  thereafter  deliverable  upon the  exercise
hereof.

         2.3  STOCK SPLITS, STOCK DIVIDENDS AND REVERSE STOCK SPLITS. In case at
              ------------------------------------------------------
any time the Company shall subdivide its outstanding shares of Common Stock into
a greater  number of shares,  or shall  declare and pay any stock  dividend with
respect to its outstanding stock that has the effect of increasing the number of
outstanding  shares of Common Stock,  the Exercise  Price in effect  immediately
prior to such subdivision or stock dividend shall be proportionately reduced and
the number of Warrant Shares  purchasable  pursuant to this Warrant  immediately
prior to such subdivision or stock dividend shall be proportionately  increased,
and  conversely,  in case at any time the Company shall combine its  outstanding
shares of Common Stock into a smaller  number of shares,  the Exercise  Price in
effect immediately prior to such combination shall be proportionately  increased
and the number of Warrant Shares  purchasable  upon the exercise of this Warrant
immediately prior to such combination shall be proportionately reduced.

         2.4 ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK. If at any time prior
             ---------------------------------------------
to the Expiration  Date the Company shall issue any Additional  Shares of Common
Stock for a consideration per share (the "SUBSEQUENT ISSUE PRICE") less than the
Exercise Price as in effect  immediately  prior to such  issuance,  the Exercise
Price shall be reduced to the price  calculated  by dividing (i) an amount equal
to the sum of (x) the number of shares of Common Stock  outstanding  immediately

                                      A-3

<PAGE>

prior to such issuance  multiplied by the Exercise Price then in effect plus (y)
the aggregate consideration,  if any, received by the Company in connection with
such  issuance,  by (ii) the total number of shares of Common Stock  outstanding
immediately after such issuance.

         For purposes of this SECTION 2.4,  "Additional  Shares of Common Stock"
shall mean all shares of Common  Stock  issued or issuable by the Company  after
the  Original  Issue  Date,  other than  shares  issued (i) under the  Company's
employee stock option plan as approved by the Company's Board of Directors, (ii)
in  conversion  of  existing  debt,  (iii) upon  exercise of options or warrants
existing  as of the date of this  Warrant,  (iv) for the  purpose  of  acquiring
another  entity,  or  (v)  in  stock  dividends,  stock  splits,  continuations,
recapitalizations,  mergers and  reorganizations.  For  purposes of this SECTION
2.4, in the case of convertible securities,  there shall be determined the price
per share for which  Additional  Shares of Common  Stock are  issuable  upon the
conversion or exchange  thereof,  such  determination to be made by dividing (i)
the total amount received or receivable by the Company as consideration  for the
issue or sale of such convertible Securities,  plus the minimum aggregate amount
of additional  consideration,  if any, payable to the Company upon conversion or
exchange thereof by (ii) the maximum  aggregate  number of additional  Shares of
Common  Stock  issuable  upon  conversion  or exchange  of all such  convertible
securities for such minimum  aggregate amount of additional  consideration;  and
such  issue or sale  shall be  deemed to be an issue or sale for cash (as of the
date of  issue  or sale of such  convertible  securities,  whether  or not  then
exercisable  or  convertible)  of such maximum  number of  Additional  Shares of
common stock at the price per share so determined.

         If any  rights of  conversion  or  exchange  evidenced  by  convertible
securities the issuance of which resulted in an adjustment to the Exercise Price
and the number of Warrant Shares issuable hereunder pursuant to this SECTION 2.4
shall  expire  without  having  been  exercised,  or  if  any  such  convertible
securities  are  exercised for a  consideration  greater than or for a number of
Additional  Shares  of  Common  Stock  less  than  those  used for  purposes  of
determining  the  adjustment to the Exercise Price provided in this SECTION 2.4,
the adjusted Exercise Price shall forthwith be readjusted to such Exercise Price
as would have been in effect had an adjustment with respect to such  Convertible
Securities  been made on the  basis  that the only  Additional  Shares of Common
Stock issued or sold were those issued upon the  conversion  or exchange of such
convertible securities,  and that they were issued or sold for the consideration
actually received by the Company upon such exercise, plus the consideration,  if
any,  actually  received  by the Company  for the  granting of such  Convertible
Securities.

         Notwithstanding  anything to the  contrary in this  SECTION  2.4, in no
event shall (i) the  Exercise  Price be  increased or (ii) the number of Warrant
Shares  purchasable  hereunder be decreased  pursuant to the  provisions of this
SECTION 2.4.

         2.5  DISSOLUTION, LIQUIDATION OR WIND-UP. In case the Company shall, at
              -----------------------------------
any time prior to the exercise of this Warrant,  dissolve,  liquidate or wind up
its affairs,  the holder  hereof  shall be  entitled,  upon the exercise of this
Warrant,  to receive,  in lieu of the Warrant Shares which the holder would have
been entitled to receive,  the same kind and amount of assets as would have been
issued,   distributed  or  paid  to  such  holder  upon  any  such  dissolution,

                                      A-4
<PAGE>

liquidation or winding up with respect to such Warrant  Shares,  had such holder
hereof  been the  holder of record of the  Warrant  Shares  receivable  upon the
exercise  of this  Warrant on the  record  date for the  determination  of those
persons entitled to receive any such liquidating distribution.

         2.6  ACCOUNTANT'S  CERTIFICATE.  In each case of an  adjustment  in the
              -------------------------
Exercise Price, number of Warrant Shares or other stock,  securities or property
receivable  upon the exercise of this  Warrant,  the Company  shall compute such
adjustment  in  accordance  with  the  terms  of  this  Warrant  and  prepare  a
certificate  setting forth such  adjustment and showing in detail the facts upon
which such  adjustment  is based,  including  a  statement  of (i) the number of
shares of Common Stock of each class  outstanding  or deemed to be  outstanding,
(ii) the adjusted Exercise Price and (iii) the number of Warrant Shares issuable
upon exercise of this Warrant.  The Company will  forthwith  mail a copy of each
such  certificate  to the holder hereof.  In the event that the holder  disputes
such  adjustment,  the holder shall be entitled to select a firm of  independent
certified public  accountants of national standing and paid for by the holder to
certify  such  adjustment  and the Company  and the holder  shall use their good
faith best efforts to agree on such adjustment  based on the computations of the
Company and such  accounting  firm. In the event that the Company and the holder
are still unable to reach agreement as to such  adjustment,  the Company and the
holder  agree  to  submit  such  determination  to  binding  arbitration.   Upon
determination  of such  adjustment,  the Board of Directors shall forthwith make
the adjustments described therein.

         3.  REPRESENTATIONS  AND  WARRANTIES  OF  WARRANTHOLDER.  Warrantholder
             ---------------------------------------------------
hereby represents and warrants that:

         3.1  PURCHASE  ENTIRELY  FOR OWN  ACCOUNT.  This Warrant and the Common
              ------------------------------------
Stock issuable upon exercise hereof  (collectively,  the  "SECURITIES")  will be
acquired for investment  for  Warrantholder's  own account,  not as a nominee or
agent,  and not with a view to the resale or  distribution  of any part thereof,
and   Warrantholder   has  no  present   intention  of  selling,   granting  any
participation  in, or otherwise  distributing  the same.  As of the date hereof,
Warrantholder does not have any contract, undertaking,  agreement or arrangement
with any person to sell,  transfer  or grant  participation  to any person  with
respect  to any of the  Securities.  Warrantholder  represents  that it has full
power and authority to enter into this Warrant.

         3.2  INVESTMENT EXPERIENCE.  Warrantholder acknowledges that it is able
              ---------------------
to  protect  its own  economic  interests,  can  bear the  economic  risk of its
investment  and has such  knowledge  and  experience  in  financial  or business
matters that it is capable of evaluating  the merits and risks of the investment
in this Warrant. Warrantholder also represents it has not been organized for the
purpose of acquiring this Warrant.

         3.3  ACCREDITED INVESTOR.  Warrantholder  is an  "accredited  investor"
              -------------------
within the meaning of Rule 501 of Regulation D promulgated  under the Securities
Act of 1933 (the "ACT").

         3.4  RESTRICTED   SECURITIES.   Warrantholder   understands   that  the
              -----------------------
Securities are  characterized as "restricted  securities" under the Act inasmuch
as they are being  acquired  from the Company in a  transaction  not involving a
public  offering,  and that under the Act such  securities may be resold without

                                      A-5
<PAGE>

registration  under  the Act  only in  certain  limited  circumstances.  In this
connection,  Warrantholder represents that although it is familiar with Rule 144
promulgated under the Act and understands the resale limitations imposed thereby
and by the Act, it  acknowledges  that Rule 144 is not  available to the Company
and its securityholders  and the Company does not presently  contemplate that it
will be available in the future.  Warrantholder  may not transfer or assign this
Warrant.  The  transfer of the  underlying  common  stock will be subject to the
terms of that  certain  Shareholders  Agreement  dated May 16, 2000  between the
Company and its shareholders.  The certificates  representing the Warrant Shares
issued pursuant hereto shall bear the following legend:

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT").  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,
         PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
         STATEMENT  AS TO THE  SECURITIES  UNDER  THE ACT OR AN  EXEMPTION  FROM
         REGISTRATION UNDER SAID ACT AND ANY APPLICABLE SECURITIES LAWS.

         4.  MISCELLANEOUS.
             -------------

         4.1 SUCCESSORS AND ASSIGNS.  The terms of this Warrant shall be binding
             ----------------------
upon and shall inure to the benefit of any  successors or assigns of the Company
and of the holder  hereof  and of the  Common  Stock  issued  upon the  exercise
hereof.

         4.2  NO RIGHTS AS  SHAREHOLDER.  No  Warrantholder,  as such,  shall be
              -------------------------
entitled to vote or receive  dividends or be deemed to be a  shareholder  of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed to confer upon the holder of this  Warrant,  as such,  any rights of a
shareholder of the Company or any right to vote, give or withhold consent to any
corporate action, receive notice of meetings,  receive dividends or subscription
rights, or otherwise.

         4.3  NO FRACTIONAL  SHARES.  No  fractional  share shall be issued upon
              ---------------------
exercise of this Warrant.  The Company shall,  in lieu of issuing any fractional
share,  pay  Warrantholder  a sum in cash equal to the fair market value of such
fraction on the date of exercise.

         4.5  REPLACEMENT.  Upon receipt of evidence reasonably  satisfactory to
              -----------
the Company of the loss,  theft,  destruction or mutilation of this Warrant and,
in the  case of any  such  loss,  theft  or  destruction,  upon  delivery  of an
indemnity agreement  reasonably  satisfactory in form and amount to the Company,
or in the case of any such  mutilation,  upon surrender and cancellation of such
Warrant, the Company will execute and deliver, in lieu thereof, a new Warrant of
like data and tenor.

         4.6  BUSINESS DAYS.  If the last or appointed day for the taking of any
              -------------
action or the  expiration  of any right  required or granted  herein  shall be a
Saturday or Sunday or shall be a legal holiday, then such action may be taken or

                                      A-6
<PAGE>

such right may be exercised on the next succeeding day not a legal holiday.

         4.7  GOVERNING LAW. This Warrant shall be governed by the internal laws
              -------------
of the State of Georgia,  as applied to contracts  between  residents of Georgia
and to be performed  entirely within Georgia,  without regard to the application
of conflict of law rules.

         4.8  AGREEMENT BY WARRANTHOLDER.  Receipt of this Warrant by the holder
              --------------------------
hereof shall  constitute  acceptance of and agreement to the foregoing terms and
conditions.

         5.  AMENDMENT.  Any  term  of  this  Warrant  may be  amended  and  the
             ---------
observance of any term of this Warrant may be waived  (either  generally or in a
particular instance and either  retroactively or prospectively) with the written
consent of the Company and the holder hereof.

         IN WITNESS WHEREOF,  Return.com Online, Inc. has caused this Warrant to
be signed by its duly authorized officer.


                                    RETURN.COM ONLINE, INC.



                                    By:
                                          --------------------------------------
                                          Scott D. Dorfman, President and Chief
                                          Executive Officer



                                      A-7