EXHIBIT 10.1

                          AGREEMENT AND PLAN OF MERGER

      This Agreement and Plan of Merger (this  "Agreement")  is made and entered
into as of the 10th day of August,  2005, by and among RoomLinX,  Inc., a Nevada
corporation  ("RMLX"),  SS-R  Acquisition  Corp., a Delaware  corporation  and a
wholly owned subsidiary of RMLX  ("Subcorp"),  and SuiteSpeed,  Inc., a Delaware
corporation ("SuiteSpeed").

                             PRELIMINARY STATEMENTS

      A. RMLX  desires to  combine  its  business  with the  business  presently
operated by SuiteSpeed (the "SuiteSpeed Business") through the merger of Subcorp
with and into  SuiteSpeed,  with  SuiteSpeed as the surviving  corporation  (the
"Merger").  Pursuant to the Merger,  each share of  SuiteSpeed's  capital  stock
outstanding  at the Effective  Time will be converted  into the right to receive
RMLX Common Stock and cash in lieu of fractional  shares,  and  SuiteSpeed  will
become a wholly owned subsidiary of RMLX, all as more fully provided herein.

      B. The Board of Directors of SuiteSpeed has determined  that the Merger is
consistent  with  and in  furtherance  of the  long-term  business  strategy  of
SuiteSpeed  and that it is in the best  interests  of the  holders  of shares of
SuiteSpeed's  capital stock to have a continuing equity interest in the combined
businesses of RMLX and SuiteSpeed through the ownership of RMLX Common Stock.

      C. The respective Boards of Directors of RMLX, Subcorp and SuiteSpeed have
determined that the Merger,  structured in the manner  contemplated  herein,  is
desirable and in the best  interests of their  respective  stockholders  and, by
resolutions duly adopted, have approved and adopted this Agreement.

      D.  Stockholders  owning  at  least  98%  of  the  outstanding  shares  of
SuiteSpeed  Common  Stock are  expected  to  execute a  consent  approving  this
Agreement and the Merger.

      E. The parties intend that the Merger constitute a "reorganization" within
the meaning of Section  368(a) of the Internal  Revenue Code of 1986, as amended
(the "Code").

      F. The parties  desire that at the Closing,  the existing notes payable to
Michael Wasik by SuiteSpeed in the aggregate  principal  amount of $170,000 will
be converted into shares of RMLX Common Stock as described herein.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby adopt this Agreement as and for a Plan of Merger (the "Plan")
under  Section  368(a)  of the Code,  and in order to  implement  the Plan,  the
parties hereby represent, warrant, covenant and agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      1.1 Specific  Definitions.  For purposes of this Agreement,  the following
terms shall have the following meanings:


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      "Affiliate" shall mean, with respect to any entity (the "Subject Entity"),
any person or other entity which controls,  is controlled by, or is under common
control with, the Subject Entity.

      "Average  Market  Price",  on a  particular  Trading  Day,  shall mean the
average  of the high bid  price  and the low  asked  price of one  share of RMLX
Common  Stock on the OTC  Bulletin  Board on such  Trading  Day, as such bid and
asked prices are reported by Bloomberg L.P., or if such bid and asked prices are
not reported by Bloomberg L.P., as furnished by Pink Sheets LLC.

      "Business Day" shall mean a Monday, Tuesday, Wednesday, Thursday or Friday
other  than a day on which  commercial  banks in the State of New Jersey are not
open for business.

      "Certificates"  shall mean stock certificates  that,  immediately prior to
the Effective Time,  represent shares of SuiteSpeed Common Stock to be converted
into the right to receive RMLX Common Stock pursuant to Section 2.7.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

      "FNB Notes" shall mean the promissory notes payable by SuiteSpeed to First
National Bank of Colorado in the aggregate principal amount of $300,000,  copies
of which have been furnished to RMLX prior to the date hereof.

      "GAAP" shall mean United States generally accepted accounting  principles,
consistently applied.

      "Laws"  shall mean all  statutes,  laws,  rules,  regulations,  orders and
ordinances  relating  to  SuiteSpeed  and  its  Subsidiaries  or  RMLX  and  its
Subsidiaries.

      "Liens" shall mean liens, encumbrances, security interests, pledges, title
restrictions and other  limitations on use, other than  restrictions on transfer
imposed by federal or state securities laws.

      "Parties"  shall mean the parties  hereto;  "Party"  shall mean any of the
parties hereto.

      "Person" means any individual, corporation, partnership, limited liability
company, business trust, sole proprietorship or other entity.

      "Pre-Closing  Tax  Period"  shall mean any period  ending on or before the
Closing Date for which the Tax obligations of SuiteSpeed and its Subsidiaries or
RMLX and its Subsidiaries may be measured.

      "Reasonable  Best  Efforts"  shall  mean  best  efforts,   to  the  extent
commercially reasonable.

      "RMLX  Common  Stock"  shall mean the common  stock,  par value  $.001 per
share, of RMLX.

      "RMLX Material Adverse Effect" shall mean a material adverse effect on the
business,  operations,  assets,  financial  condition,  results of operations or
prospects of RMLX and its Subsidiaries,  taken as a whole, or a material adverse
affect on the ability of the Parties to consummate the transactions contemplated
hereby on a timely basis.


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      "SEC" shall mean the Securities and Exchange Commission.

      "Securities Act" shall mean the Securities Act of 1933, as amended.

      "Stockholder   Consent  Documents"  shall  mean  (a)  consents,   executed
subsequent  to the  execution  of  this  Agreement  and in  form  and  substance
satisfactory to RMLX,  pursuant to which  stockholders  of SuiteSpeed  owning at
least 98% of the  outstanding  shares of  SuiteSpeed  Common  Stock  shall  have
approved the Merger and this Agreement  ("SuiteSpeed  Stockholder Consents") and
(b) a notice,  in form and  substance  satisfactory  to RMLX,  pursuant to which
SuiteSpeed shall notify all other  stockholders,  in accordance with Section 262
of the Statute, that the Merger has been approved (the "262 Letter").

      "SuiteSpeed  Common Stock" shall mean the common stock,  par value $0.0001
per share, of SuiteSpeed.

      "SuiteSpeed Employee" shall mean a Person who is an employee of SuiteSpeed
or its  Subsidiaries  immediately  prior to the  Effective  Time and  becomes an
employee of the  Surviving  Corporation,  RMLX or its  Subsidiaries  immediately
after the Effective Time.

      "SuiteSpeed  Material Adverse Effect" shall mean a material adverse effect
on the business,  operations, assets, financial condition, results of operations
or prospects of SuiteSpeed and its  Subsidiaries,  taken as whole, or a material
adverse  affect on the ability of the  Parties to  consummate  the  transactions
contemplated hereby on a timely basis.

      "SuiteSpeed  Options" shall mean all options to purchase or acquire shares
of  SuiteSpeed   Common  Stock,   whether  issued  by  SuiteSpeed   pursuant  to
SuiteSpeed's stock option plans or otherwise.

      "Stockholder"  or  "SuiteSpeed  Stockholder"  shall  mean  each  holder of
SuiteSpeed Common Stock immediately prior to the Effective Time.

      "Subsidiary"  when used with reference to a Person,  shall mean any entity
(i) the  accounts  of which would be  consolidated  with those of such Person in
such Person's financial statements if such financial statements were prepared in
accordance with GAAP or (ii) of which  securities or other  ownership  interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests  or more than 50% of the  profits or losses are owned,  controlled  or
held by such Person and/or one or more subsidiaries of such Person.

      2.  "Tax",  "tax",  "Taxes"  or "taxes"  shall  mean any of the  following
imposed by or payable to any governmental authority: any income, gross receipts,
license, payroll,  employment,  excise, severance, stamp, business,  occupation,
premium,  windfall profits,  environmental (including taxes under Section 59A of
the Code), capital stock, franchise, profits,  withholding,  social security (or
similar),  unemployment,  disability,  real property,  personal property, sales,
use,  transfer,  registration,  or value added tax,  any  alternative  or add-on
minimum  tax,  any  estimated  tax,  and any  levy,  impost,  duty,  assessment,
withholding or any other  governmental  charge of any kind  whatsoever,  in each
case including any interest,  penalty, or addition thereto,  whether disputed or
not.


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<PAGE>

3. "Tax  Returns" or "tax  returns"  shall mean all  returns  and  reports  with
respect to sales, franchise, income and all other Taxes.

      1.2  Additional  Definitions.  The  following  terms  are  defined  in the
following sections of this Agreement:

TERM                                              SECTION
Agreement                                         Opening Paragraph
Benefit Plan                                      3.18.1
Certificate of Merger                             2.2
Closing                                           2.2
Closing Date                                      2.2
Code                                              Preliminary Statement E
Copyrights                                        3.10.1
Debt                                              3.2.3
Disposition                                       2.16.1
Dissenting Shares                                 2.9.1
Effective Time                                    2.2
Employment Agreement                              6.3.2
Enforcement Notice                                3.24.1.2
Environmental Law                                 3.24.1.4
ERISA                                             3.18.1
Fully Diluted Number                              2.7.1
Intellectual Property                             3.10.1
Laws                                              3.23
Maskworks                                         3.10.1
Merger                                            Preliminary Statement A
Merger Conversion Number                          2.7.1
Merger Share Number                               2.7.1
Option Plan                                       2.15.1
Parties                                           Lead-in
Patents                                           3.10.1
Pension Plan                                      3.18.2
Plan                                              Lead-in
Plan of Reorganization                            2.14
Registered Intellectual Property                  3.10.1
Registration Rights Agreement                     6.4.3
Regulated Substance                               3.24.1.2
Releasing                                         3.24.1.3
RMLX                                              Opening Paragraph
RMLX Business                                     4.1.1
RMLX Common Stock                                 1.1
RMLX Current Balance Sheet                        4.1.1
RMLX Debt                                         4.2.2
RMLX Disclosure Schedule                          4.1.1
RMLX Intellectual Property                        4.4.1
RMLX Preferred Stock                              4.2.1
RMLX Registered Intellectual Property             4.4.2
RMLX SEC Documents                                4.6
RMLX Statement Date                               4.9


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<PAGE>

Secretary of State                                2.2
Statement Date                                    3.28
Statute                                           2.1
Subcorp                                           Opening Paragraph
Subject Entity                                    1.1
SuiteSpeed                                        Opening Paragraph
SuiteSpeed Affiliate's Letter                     6.2.5
SuiteSpeed Business                               Preliminary Statement A
SuiteSpeed Current Balance Sheet                  3.1.1
SuiteSpeed Disclosure Schedule                    3.1.1
SuiteSpeed Employees                              5.1
SuiteSpeed Financial Statements                   3.25.1
SuiteSpeed Intellectual Property                  3.10.1
SuiteSpeed Internal Controls                      3.25.4
SuiteSpeed Real Property Leases                   3.7.1
SuiteSpeed Registered Intellectual Property       3.10.2
SuiteSpeed Statement Date                         3.28
Surviving Corporation                             2.1
Tax Counsel                                       6.1
Tax Returns                                       3.26.1
Trademarks                                        3.10.1

      1.3  Interpretation.  Unless otherwise indicated to the contrary herein by
the context or use  thereof:  (i) the words,  "herein,"  "hereto,"  "hereof" and
words of  similar  import  refer  to this  Agreement  as a whole  and not to any
particular  Section or paragraph  hereof;  (ii) words  importing  the  masculine
gender  shall also include the  feminine  and neutral  genders,  and vice versa;
(iii) words  importing  the  singular  shall also  include the plural,  and vice
versa; and (iv) the word "including" means "including without limitation".  This
Agreement   represents  a  collaborative   effort  undertaken  by  the  Parties.
Accordingly, this Agreement is not to be strictly construed against either Party
by virtue of the identity of the draftsperson of any provision of this Agreement
or of this Agreement as a whole. ARTICLE II

                                   THE MERGER

      2.1 The Merger.  Upon the terms and subject to the conditions  hereof, and
in accordance with the applicable  provisions of the General  Corporation Law of
the State of Delaware  (the  "Statute"),  Subcorp  shall be merged with and into
SuiteSpeed  at the  Effective  Time.  As a result of the  Merger,  the  separate
corporate  existence of Subcorp shall cease and  SuiteSpeed  shall  continue its
existence under the laws of the State of Delaware.  SuiteSpeed,  in its capacity
as the corporation surviving the Merger, is hereinafter sometimes referred to as
the "Surviving Corporation."

      2.2  Effective  Time.  As promptly as  possible on the Closing  Date,  the
parties shall cause the Merger to be consummated by filing with the Secretary of
State of the State of  Delaware  (the  "Secretary  of State") a  certificate  of
merger (the "Certificate of Merger") in such form as is required by and executed
in accordance with Section 251 of the Statute. The Merger shall become effective
(the  "Effective  Time")  upon  filing of the  Certificate  of  Merger  with the
Secretary  of State or at such  later  time and date as shall be agreed  upon by
RMLX and  SuiteSpeed and specified in the  Certificate  of Merger.  Prior to the
filing  referred to in this Section 2.2 but after  SuiteSpeed  has  delivered to
RMLX the Stockholder Consent Documents,  a closing (the "Closing") shall be held
at the offices of Lowenstein  Sandler PC, 65 Livingston  Avenue,  Roseland,  New
Jersey 07068 or such other place as the parties may agree, on the first business
day after the date on which the Stockholder  Consent  Documents are delivered to
RMLX (such date,  the  "Closing  Date") or on such other date as the parties may
agree.


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<PAGE>

      2.3 Effects of the Merger.  From and after the Effective  Time, the Merger
shall have the effects set forth in this  Agreement,  the  Certificate of Merger
and the applicable provisions of the Statute. Without limiting the generality of
the foregoing,  and subject thereto, at the Effective Time, all of the property,
rights,  privileges,  powers and franchises of SuiteSpeed and Subcorp shall vest
in the Surviving Corporation,  and all of the debts,  liabilities,  obligations,
restrictions, disabilities and duties of SuiteSpeed and Subcorp shall become the
debts, liabilities,  obligations,  restrictions,  disabilities and duties of the
Surviving Corporation.

      2.4 Certificate of Incorporation and Bylaws.

            2.4.1  The  certificate  of  incorporation  of  SuiteSpeed  shall be
amended  in the  Merger to read in its  entirety  as set forth on Annex A to the
Certificate of Merger that is attached  hereto as Appendix 2.4 and as so amended
shall be the certificate of  incorporation  of the Surviving  Corporation  until
thereafter amended as provided therein and by law.

            2.4.2 The by-laws of Subcorp,  as in effect immediately prior to the
Effective  Time,  shall  be the  by-laws  of  the  Surviving  Corporation  until
thereafter  amended as provided therein,  in the certificate of incorporation of
the Surviving Corporation and by law.

      2.5 Directors and Officers of the  Surviving  Corporation.  From and after
the  Effective  Time,  (a) the  directors  of Subcorp  immediately  prior to the
Effective Time shall be the initial directors of the Surviving Corporation, each
to  hold  office  in  accordance   with   applicable  law,  the  certificate  of
incorporation and by-laws of the Surviving Corporation,  and (b) the officers of
Subcorp immediately prior to the Effective Time shall be the initial officers of
the Surviving  Corporation,  in each case until their respective  successors are
duly elected or appointed and qualified.

      2.6  Additional  Actions.  If, at any time after the Effective  Time,  the
Surviving  Corporation  shall  consider or be advised  that any  further  deeds,
assignments or assurances in law or any other acts are necessary or desirable to
(a)  vest,  perfect  or  confirm,  of  record  or  otherwise,  in the  Surviving
Corporation  its right,  title or  interest  in, to or under any of the  rights,
properties or assets of SuiteSpeed  or Subcorp,  or (b) otherwise  carry out the
provisions  of this  Agreement,  SuiteSpeed  and  Subcorp  and their  respective
officers  and  directors  shall  be  deemed  to have  granted  to the  Surviving
Corporation  an  irrevocable  power of  attorney to execute and deliver all such
deeds,  assignments or assurances in law and to take all acts necessary,  proper
or desirable to vest, perfect or confirm title to and possession of such rights,
properties or assets in the Surviving Corporation and otherwise to carry out the
provisions  of this  Agreement,  and the officers and directors of the Surviving
Corporation  are  authorized to act on its behalf in the name of SuiteSpeed  and
Subcorp or otherwise to take any and all such actions.

      2.7 Conversion of Securities.

            2.7.1 Additional  Definitions.  For purposes of this Agreement,  the
following terms shall have the following meanings:


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<PAGE>

            "Fully  Diluted  Number"  shall  mean the sum of (i) the  number  of
shares of SuiteSpeed Common Stock outstanding immediately prior to the Effective
Time and,  (ii) the  number of shares of  SuiteSpeed  Common  Stock  covered  by
SuiteSpeed Options outstanding immediately prior to the Effective Time.

            "Merger  Conversion  Number"  shall  mean the  Merger  Share  Number
divided by the Fully Diluted Number, rounded to four decimal places.

            "Merger Share Number" shall mean 21,450,000.

            2.7.2 Conversion. At the Effective Time, by virtue of the Merger and
without  any  action on the part of the  Parties  or the  holders  of any of the
following securities:

                  2.7.2.1 each issued and  outstanding  share of common stock of
Subcorp shall be converted into one validly issued, fully paid and nonassessable
share  of  common  stock,   par  value  $0.0001  per  share,  of  the  Surviving
Corporation;

                  2.7.2.2  each  share  of  SuiteSpeed   Common  Stock  held  in
SuiteSpeed's treasury and each share of SuiteSpeed Common Stock owned by RMLX or
any of its Subsidiaries  shall be canceled without any conversion thereof and no
payment or distribution shall be made with respect thereto; and

                  2.7.2.3  subject to the  provisions  of Sections  2.8 and 2.9,
each share of SuiteSpeed  Common Stock issued and outstanding  immediately prior
to the Effective Time (other than (i) shares canceled in accordance with Section
2.7.2.2 and (ii) Dissenting Shares) shall be converted into the right to receive
a number of validly issued,  fully paid and nonassessable  shares of RMLX Common
Stock  equal to the  Merger  Conversion  Number.  As of the  Effective  Time and
subject to Section  2.9,  each such share of  SuiteSpeed  Common  Stock shall no
longer be outstanding and shall automatically be canceled,  and each holder of a
certificate  representing any such shares of SuiteSpeed Common Stock shall cease
to have any rights  with  respect  thereto  other than the right to receive  (i)
shares of RMLX  Common  Stock to be issued in  consideration  therefor  upon the
surrender of such  certificate,  (ii) any dividends and other  distributions  in
accordance with Section 2.11.2 and (iii) any cash, without interest,  to be paid
in lieu of any fractional  share of RMLX Common Stock in accordance with Section
2.10.

      2.8  Adjustment of the Exchange  Ratios.  In the event that,  prior to the
Effective Time, any stock split, combination, reclassification or stock dividend
with respect to the RMLX Common  Stock,  any change or conversion of RMLX Common
Stock into other  securities or any other dividend or distribution  with respect
to the RMLX Common  Stock  should occur or, if a record date with respect to any
of the foregoing should occur,  appropriate and proportionate  adjustments shall
be made to the Merger  Conversion  Number,  and thereafter all references to the
Merger  Conversion Number shall be deemed to be to such Merger Conversion Number
as so adjusted.

      2.9 Dissenting Shares.

            2.9.1  Notwithstanding  any  provision  of  this  Agreement  to  the
contrary,  shares of SuiteSpeed  Common Stock that are  outstanding  immediately
prior to the  Effective  Time and which are held by  stockholders  who shall not
have voted in favor of the Merger (or consented  thereto in writing  pursuant to
Section  228 of the  Statute)  and who shall have  demanded  properly in writing


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<PAGE>

appraisal  for  such  shares  in  accordance  with  Section  262 of the  Statute
(collectively, the "Dissenting Shares") shall not be converted into or represent
the  right to  receive  the  consideration  set  forth in  Section  2.7.2.  Such
stockholders shall be entitled to receive such consideration as is determined to
be due with respect to such Dissenting  Shares in accordance with the provisions
of  Section  262 of the  Statute,  except  that all  Dissenting  Shares  held by
stockholders  who shall have  failed to perfect  or who  effectively  shall have
withdrawn or lost their rights to appraisal of such shares under  Section 262 of
the Statute shall  thereupon be deemed to have been  converted  into and to have
become  exchangeable  for, as of the  Effective  Time,  the right to receive the
shares of RMLX Common  Stock  specified in Section  2.7.2,  without any interest
thereon,  upon  surrender,  in the  manner  provided  in  Section  2.11,  of the
certificate or certificates that formerly evidenced such Dissenting Shares.

            2.9.2 SuiteSpeed shall give RMLX (i) prompt notice in writing of any
demands for appraisal received by SuiteSpeed,  withdrawals of such demands,  and
any other  related  instruments  served  pursuant to the Statute and received by
SuiteSpeed and (ii) the opportunity to direct all  negotiations  and proceedings
with respect to demands for appraisal under the Statute.  SuiteSpeed  shall not,
except with the prior written  consent of RMLX, make any payment with respect to
any demands for appraisal or offer to settle or settle any such demands.

      2.10  No  Fractional   Shares.  No  certificates  or  scrip   representing
fractional  shares of RMLX Common Stock shall be issued upon the  surrender  for
exchange of Certificates and such fractional shares shall not entitle the record
or beneficial  owner thereof to vote or to any other rights as a stockholder  of
RMLX. In lieu of receiving any such fractional  share (after taking into account
all Certificates delivered by a Stockholder), the Stockholder shall receive cash
(without interest) in an amount rounded to the nearest whole cent, determined by
multiplying (i) the Average Market Price on the date  immediately  preceding the
date on which the Effective Time shall occur (or, if no such price is available,
the last day on which such price is available  prior to the  Effective  Time) by
(ii) the fractional share to which such holder would otherwise be entitled.

      2.11  Exchange  Procedures;  Distributions  with  Respect  to  Unexchanged
Shares; Stock Transfer Books.

            2.11.1 As of the Effective  Time, RMLX shall deliver to its transfer
agent a letter  providing  the transfer  agent with all  information  reasonably
required  to enable the  transfer  agent,  upon RMLX'  receipt of the letters of
transmittal   described  below,  to  issue  stock  certificates  to  the  former
stockholders of SuiteSpeed. RMLX shall be entitled to place such legends on such
certificates as RMLX shall determine to be appropriate.

            2.11.2 As soon as practicable  after the Effective  Time, RMLX shall
send to each Person who was, at the Effective Time, a holder of record of shares
of SuiteSpeed  Common Stock which were  converted into the right to receive RMLX
Common Stock pursuant to Section 2.7.2, a letter of transmittal  which (i) shall
specify  that  delivery  shall be  effected  and risk of loss and  title to such
holder's  Certificates  shall pass, only upon actual delivery thereof to RMLX or
its agent and (ii) shall contain instructions for use in effecting the surrender
of the  Certificates.  Upon surrender to RMLX or its agent of  Certificates  for
cancellation,  together with such letter of  transmittal  duly executed and such
other documents as RMLX may reasonably require, such holder shall be entitled to
receive in exchange therefor (A) a certificate  representing the number of whole
shares of RMLX Common Stock into which the SuiteSpeed  Common Stock  represented
by the surrendered  Certificate shall have been converted at the Effective Time,
(B) cash in lieu of any fractional share of RMLX Common Stock in accordance with
Section 2.10 and (C)  dividends and  distributions,  if any, that are payable in
accordance with Section 2.11.3,  and the Certificates so surrendered  shall then
be canceled.  Subject to Sections 2.9,  2.10 and 2.11.3,  until  surrendered  as
contemplated  by this  Section  2.11.2,  each  Certificate  from and  after  the
Effective Time shall be deemed to represent only the right to receive, upon such
surrender,  the number of shares of RMLX Common Stock into which such SuiteSpeed
Common Stock shall have been converted.


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<PAGE>

            2.11.3 No  dividends or other  distributions  declared or made after
the  Effective  Time with  respect to the RMLX  Common  Stock with a record date
after the Effective  Time shall be paid to any holder  entitled by reason of the
Merger  to  receive  certificates  representing  RMLX  Common  Stock and no cash
payment in lieu of a fractional  share of RMLX Common Stock shall be paid to any
such holder  pursuant to Section 2.10 until such holder  shall have  surrendered
its  Certificates  pursuant to this Section  2.11.  Subject to  applicable  law,
following surrender of any such Certificate,  such holder shall be paid, in each
case, without interest,  (i) the amount of any dividends or other  distributions
theretofore paid with respect to the shares of RMLX Common Stock  represented by
the certificate received by such holder and having a record date on or after the
Effective  Time  and a  payment  date  prior to such  surrender  and (ii) at the
appropriate payment date or as promptly as practicable thereafter, the amount of
any dividends or other distributions payable with respect to such shares of RMLX
Common Stock and having a record date on or after the  Effective  Time but prior
to such surrender and a payment date on or after such surrender.

            2.11.4 If any certificate  representing  shares of RMLX Common Stock
or any cash is to be  issued or paid to any  Person  other  than the  registered
holder  of the  Certificate  surrendered  in  exchange  therefor,  it shall be a
condition to such exchange that such surrendered  Certificate  shall be properly
endorsed and  otherwise  in proper form for transfer and such Person  either (i)
shall  pay to RMLX any  transfer  or other  Taxes  required  as a result  of the
issuance of such  certificates of RMLX Common Stock and the distribution of such
cash payment to such Person or (ii) shall establish to the  satisfaction of RMLX
that such Tax has been paid or is not  applicable.  RMLX  shall be  entitled  to
deduct and withhold from the  consideration  otherwise  payable pursuant to this
Agreement to any former holder of shares of SuiteSpeed Common Stock such amounts
as RMLX is required to deduct and  withhold  with  respect to the making of such
payment under the Code, or any provision of state,  local or foreign Tax law. To
the extent that amounts are so withheld by RMLX, such withheld  amounts shall be
treated for all purposes of this  Agreement as having been paid to the holder of
the shares of  SuiteSpeed  Common Stock in respect of which such  deduction  and
withholding  was made by RMLX.  All  amounts  in respect  of Taxes  received  or
withheld  by RMLX shall be disposed  of by RMLX in  accordance  with the Code or
such state, local or foreign Tax law, as applicable.

            2.11.5 If any Certificate shall have been lost, stolen or destroyed,
upon the  making  of an  affidavit  of that  fact by the  Person  claiming  such
Certificate to be lost, stolen or destroyed and subject to such other conditions
as the Board of Directors of RMLX may  reasonably  impose,  RMLX shall cause its
transfer  agent  to  issue  in  exchange  for such  lost,  stolen  or  destroyed
Certificate  the shares of RMLX Common Stock as  determined  under Section 2.7.2
and pay any cash,  dividends or other  distributions as determined in accordance
with Sections  2.10 and 2.11.3 in respect of such  Certificate;  provided,  that
RMLX may,  in its  reasonable  discretion  and as a condition  precedent  to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
Certificate  to  deliver  a bond in such  sum as it may  reasonably  require  as
indemnity  against  any claim  that may be made  against  RMLX or the  Surviving
Corporation with respect to the Certificate alleged to have been lost, stolen or
destroyed.


                                      -9-
<PAGE>

            2.11.6 At the close of  business  on the day on which the  Effective
Time occurs,  SuiteSpeed's  stock  transfer books shall be closed and thereafter
there shall be no further  registration  of  transfers  of shares of  SuiteSpeed
Common Stock on  SuiteSpeed's  records.  From and after the Effective  Time, the
holders of shares of SuiteSpeed  Common Stock  outstanding  immediately prior to
the  Effective  Time shall cease to have any rights with  respect to such shares
except as otherwise provided herein or by applicable law.

            2.11.7 All shares of RMLX Common Stock issued pursuant to the Merger
shall be represented by a stock certificate which shall contain a legend stating
substantially as follows:

         "THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT
         BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933  OR  ANY  STATE
         SECURITIES  LAW. SUCH SHARES MAY NOT BE SOLD,  PLEDGED,  DISPOSED OF OR
         OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
         OF COUNSEL  SATISFACTORY  TO THE ISSUER THAT SUCH  REGISTRATION  IS NOT
         REQUIRED."

      2.12  Abandoned  Property.  None of RMLX,  Subcorp or SuiteSpeed  shall be
liable to any former  holder of  SuiteSpeed  Common Stock for any shares of RMLX
Common Stock held (and any cash, dividends and distributions  payable in respect
thereof)  which are not claimed by such former  holder on a timely basis and are
delivered to a public official under any applicable abandoned property,  escheat
or similar law.

      2.13  No  Further   Ownership  Rights  in  SuiteSpeed  Common  Stock.  All
certificates  representing  shares  of RMLX  Common  Stock  delivered  upon  the
surrender for exchange of any  Certificate in accordance  with the terms hereof,
as well as any cash paid  pursuant  to Section  2.10 or Section  2.11,  shall be
deemed to have been  delivered  (and  paid) in full  satisfaction  of all rights
pertaining  to the  SuiteSpeed  Common  Stock  previously  represented  by  such
Certificate.

      2.14 Tax  Consequences.  It is intended that the Merger shall constitute a
"reorganization" within the meaning of Section 368(a) of the Code, and that this
Agreement shall  constitute a "plan of  reorganization"  for the purposes of the
Code.

      2.15 Treatment of Stock Options

            2.15.1 Option  Conversion.  At the Effective  Time,  all  SuiteSpeed
Options then  outstanding  under the 2004 Stock Option/ Stock Issuance Plan (the
"Option  Plan"),  whether  vested  or  unvested,  shall  be  assumed  by RMLX in
accordance with this Section 2.15.1.  Each SuiteSpeed  Option so assumed by RMLX
at the Effective  Time will continue to have,  and be subject to, the same terms
and conditions set forth in the Option Plan  immediately  prior to the Effective
Time (including,  without limitation,  any repurchase  rights),  except that (i)
each  SuiteSpeed  Option  will be  exercisable  (or will become  exercisable  in
accordance  with its terms) for that number of whole shares of RMLX Common Stock
equal to the  product of the number of shares of  SuiteSpeed  Common  Stock that
were underlying such SuiteSpeed  Option  immediately prior to the Effective Time
multiplied by the Merger  Conversion  Number,  rounded down to the nearest whole
number of shares of RMLX Common Stock, and (ii) the per share exercise price for
the  shares  of RMLX  Common  Stock  issuable  upon  exercise  of  such  assumed
SuiteSpeed  Option will be equal to the  quotient  determined  by  dividing  the
exercise  price per share of  SuiteSpeed  Common Stock at which such  SuiteSpeed
Option was  exercisable  immediately  prior to the Effective  Time by the Merger
Conversion Number,  rounded down to the nearest whole cent;  provided,  however,
that in the  case of any  SuiteSpeed  Option  to which  Section  422 of the Code


                                      -10-
<PAGE>

applies,  the option price,  the number of shares  purchasable  pursuant to such
option  and the  terms  and  conditions  of  exercise  of such  option  shall be
determined in accordance with Section 424(a) of the Code. In connection with the
assumption by RMLX of the SuiteSpeed  Options  pursuant to this Section  2.15.1,
SuiteSpeed shall be deemed to have assigned to RMLX,  effective at the Effective
Time,  SuiteSpeed's  right, if any, to repurchase  unvested shares of SuiteSpeed
Common Stock issuable upon the exercise of the SuiteSpeed  Options or previously
issued upon the exercise of options granted under the Option Plan, in accordance
with the terms of the Option Plan and the related  stock option  agreements  and
stock purchase agreements entered into under the Option Plan.

            2.15.2  Procedures  for Option  Conversion.  As soon as  practicable
after the Effective Time,  RMLX shall deliver to the  participants in the Option
Plan  appropriate  notices  setting  forth such  participants'  rights  pursuant
thereto,  that RMLX has assumed all  obligations of SuiteSpeed  under the Option
Plan and that the grants pursuant to the Option Plan shall continue in effect on
the same terms and  conditions  (subject  to the  adjustments  required  by this
Section  2.15 after  giving  effect to the  Merger).  RMLX shall comply with the
terms of the Option Plan and the parties intend that, to the extent required by,
and subject to the  provisions  of, such Option Plan and Sections 422 and 424(a)
of the Code,  that Options which  qualified as incentive  stock options prior to
the Effective Time will continue to qualify as incentive stock options after the
Effective  Time, and this provision  shall be interpreted  consistent  with that
intent. RMLX shall take all corporate action necessary to reserve for issuance a
sufficient  number of shares of RMLX Common Stock for delivery  upon exercise of
the SuiteSpeed  Options  assumed in accordance with this Section 2.15, and shall
promptly after closing file a  registration  statement with the SEC with respect
to such assumed Option Plan in accordance with the Securities Act.

            2.15.3  Consent.  SuiteSpeed  has  obtained  on or prior to the date
hereof a consent (in form and substance  reasonably  satisfactory  to RMLX) from
each holder of a SuiteSpeed  Option to the amendment of such  SuiteSpeed  Option
pursuant to this Section  2.15  (unless  such consent is not required  under the
terms of the applicable agreement, instrument or plan).

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF SUITESPEED

      SuiteSpeed represents and warrants to RMLX and Subcorp as follows:

      3.1 Organization.

            3.1.1 SuiteSpeed is a corporation  duly organized,  validly existing
and in good  standing  under the laws of the State of Delaware and has the power
and  authority  to own,  lease and  operate  its  properties  and to conduct the
SuiteSpeed  Business.  SuiteSpeed  is duly  qualified to transact  business as a
foreign  corporation  and is in good standing in each  jurisdiction in which the
conduct of its business or the  ownership,  leasing or operation of its property
requires such  qualification,  except for failures to be so qualified or in good
standing  which  would  not,  singly  or in the  aggregate  with all such  other
failures,  have a SuiteSpeed  Material Adverse Effect.  SuiteSpeed does not have
any liability or obligation relating to any failure in the past to qualify to do
business in any jurisdiction other than liabilities and obligations reflected in
SuiteSpeed's  consolidated  balance sheet as of March 31, 2005 (the  "SuiteSpeed
Current Balance  Sheet"),  a copy of which is set forth in Section 3.25.1 of the
disclosure schedule delivered by SuiteSpeed to RMLX  contemporaneously  with the
execution of this Agreement (the "SuiteSpeed Disclosure  Schedule").  SuiteSpeed
is not in violation of any of the  provisions of its  organizational  documents.
True and  complete  copies of such  organizational  documents,  as  currently in
effect, have previously been delivered to RMLX's counsel.


                                      -11-
<PAGE>

            3.1.2  True  and  complete  copies  of  SuiteSpeed's   minute  books
(covering  all  meetings  of the  board of  directors,  committees  thereof  and
shareholders  of SuiteSpeed  since January 1, 1999) and stock  transfer  records
(since  inception)  have  been  delivered  to RMLX's  counsel  prior to the date
hereof.

            3.1.3 Section 3.1.3 of the SuiteSpeed Disclosure Schedule lists each
stock  purchase   agreement,   registration   rights  agreement,   stockholders'
agreement,  voting rights  agreement,  investor  agreement  and other  agreement
entered  into by  SuiteSpeed  in  connection  with the issuance of any shares of
SuiteSpeed  Common Stock and, to SuiteSpeed's  knowledge,  all other  agreements
among the  shareholders  of SuiteSpeed,  in their  capacities as such.  True and
complete copies of each of the agreements listed in such Section 3.1.3 have been
delivered to RMLX's counsel prior to the date hereof.

      3.2 Capitalization; Funded Debt.

            3.2.1 Section 3.2.1 of the SuiteSpeed Disclosure Schedule sets forth
the number of shares of each class and  series of  capital  stock of  SuiteSpeed
which are authorized for issuance and, as of the date hereof, the number of such
shares that are  outstanding.  Such Section  3.2.1 also sets forth the names and
addresses  of the record  and,  to the extent  known by  SuiteSpeed,  beneficial
owners of such outstanding  shares (showing,  for each such owner, the number of
such shares owned of record and beneficially) as of the date hereof. All of such
outstanding shares are fully paid and  non-assessable,  have been validly issued
and were issued in compliance  with all applicable  laws and agreements to which
SuiteSpeed is or was a party.  No  outstanding  shares of  SuiteSpeed's  capital
stock are, or have ever been,  subject to  preemptive  rights or rights of first
refusal other than rights described in the agreements listed in Section 3.1.3 of
the SuiteSpeed  Disclosure Schedule,  which rights have been waived or satisfied
in all applicable instances.

            3.2.2 Section 3.2.2 of the SuiteSpeed Disclosure Schedule lists, for
each person who owns any options or rights to purchase any shares of the capital
stock of  SuiteSpeed,  the class and series of shares  issuable upon exercise of
such options or rights,  the number of shares subject to such warrants,  options
or rights,  the grant date of such options or rights,  the vesting date or dates
of such options or rights and the plans and agreement  (true and complete copies
of which have been delivered to RMLX's  counsel)  pursuant to which such options
or  rights  have been  granted.  Except  as set  forth in  Section  3.2.1 of the
SuiteSpeed  Disclosure  Schedule,  SuiteSpeed  does  not  have  outstanding  any
subscriptions,  options,  rights,  convertible securities or other agreements or
commitments to issue, or contracts or any other agreements obligating SuiteSpeed
to issue, or to transfer from treasury, any shares of capital stock of any class
or kind, or securities convertible into such capital stock. Each option or right
granted by SuiteSpeed has been granted in accordance  with all  applicable  laws
and regulations,  including (with respect to the SuiteSpeed Options) Rule 701 of
the SEC and all applicable state securities laws.

            3.2.3 Except for the FNB Notes and as set forth in Section  3.2.3 of
the SuiteSpeed Disclosure Schedule,  SuiteSpeed has no term or funded debt, debt
to banks or debt to Affiliates (the "Debt").  Such Section 3.2.3 lists each loan
agreement,  credit agreement,  mortgage,  indenture,  promissory note,  security
agreement  or other  agreement  or  instrument  to which  SuiteSpeed  is a party
evidencing  term or funded debt,  debt to banks or debt to Affiliates,  true and
complete  copies of which  (including,  without  limitation,  all  documentation


                                      -12-
<PAGE>

relating to the FNB Notes) have been  delivered to RMLX's  counsel  prior to the
date  hereof.  Except  as set  forth in such  Section  3.2.3  of the  SuiteSpeed
Disclosure  Schedule,  no event has  occurred  which  (whether  with or  without
notice,  lapse of time or the  happening or occurrence of any other event) would
constitute  a default by  SuiteSpeed  under any  agreement  or other  instrument
relating  to any funded  debt,  bank loan or debt to  Affiliates  listed in such
Section 3.2.3 of the SuiteSpeed  Disclosure Schedule which has not been cured or
waived (true and complete  copies of which waivers are set forth in such Section
3.2.3 of the SuiteSpeed Disclosure Schedule).

            3.2.4  Except  as set  forth  in  Section  3.2.4  of the  SuiteSpeed
Disclosure  Schedule,  SuiteSpeed  has not  guaranteed  the  obligations  of any
third-party,  including any joint venture, any officer,  director or shareholder
of  SuiteSpeed  or any entity  affiliated  with any such  officer,  director  or
shareholder.

            3.2.5 There are no declared  and unpaid  dividends  on any shares of
SuiteSpeed Common Stock.

      3.3 Subsidiaries; Acquisitions; Dispositions; Jurisdictions.

            3.3.1 SuiteSpeed does not directly or indirectly own or control, and
has never directly owned or controlled, any Subsidiary .

            3.3.2 SuiteSpeed does not, directly or indirectly, (i) own of record
or beneficially  (A) any shares of capital stock or securities  convertible into
capital  stock  of any  other  corporation  or (B) any  equity  interest  in any
partnership,   joint  venture,  limited  liability  company  or  other  business
enterprise  or (ii) own or  control  any other  entity.  Since  January 1, 1999,
SuiteSpeed has not acquired the capital stock or assets of any business  entity,
or invested in any partnership,  limited partnership, limited liability company,
joint venture or other business entity.

            3.3.3 There are no agreements between SuiteSpeed and any third-party
relating to the operation, governance, ownership or other material aspect of any
joint venture.

            3.3.4  Except  as set  forth  in  Section  3.3.4  of the  SuiteSpeed
Disclosure Schedule, SuiteSpeed has not, since its formation, purchased, sold or
otherwise disposed of any assets or entity otherwise than in the ordinary course
of business.

            3.3.5 The  SuiteSpeed  Business is not conducted  through any entity
other than SuiteSpeed.

      3.4 Tax Jurisdictions.  Section 3.4 of the SuiteSpeed  Disclosure Schedule
lists each jurisdiction with respect to which SuiteSpeed is required to file Tax
Returns.

      3.5  Other  Business  Names.  Section  3.5  of the  SuiteSpeed  Disclosure
Schedule  lists each  business  name or trade name used in  connection  with the
SuiteSpeed  Business  by  SuiteSpeed  or its  predecessors  or by any  companies
acquired by or merged into such  entities,  and each  jurisdiction  in which any
such trade name is registered.

      3.6 Owned Real Property. SuiteSpeed does not own any real property.

      3.7 Leased Real Property.


                                      -13-
<PAGE>

            3.7.1 Section 3.7.1 of the SuiteSpeed Disclosure Schedule sets forth
all leases pursuant to which SuiteSpeed  leases any real estate (the "SuiteSpeed
Real Property Leases"). True and complete copies of the SuiteSpeed Real Property
Leases have been delivered to counsel for RMLX prior to the date hereof.

            3.7.2 SuiteSpeed is not in default in any material respect under the
SuiteSpeed Real Property Leases. SuiteSpeed is not aware of any facts that, with
notice  and/or  the  passage  of time,  would  constitute  such a  default.  The
possession of the  applicable  real property by SuiteSpeed  under the SuiteSpeed
Real Property Leases has not been disturbed and, to SuiteSpeed's  knowledge,  no
claim has been asserted against  SuiteSpeed  which is materially  adverse to its
rights in such leasehold interests.

            3.7.3 To  SuiteSpeed's  knowledge,  the  portions  of the  buildings
leased by SuiteSpeed  pursuant to the SuiteSpeed  Real Property Leases comply in
all  material  respects  with all  applicable  statutes,  ordinances,  rules and
regulations  relating to the  construction  of such  buildings and their current
use.  The roof,  exterior  walls,  and all other  structural  components  of the
portions of such buildings leased to SuiteSpeed are in good condition,  ordinary
wear and tear excepted.  SuiteSpeed has performed all periodic maintenance which
it has been required to perform under applicable lease  provisions,  and has not
deferred any such maintenance.  The heating,  air conditioning,  plumbing,  fire
sprinkler system,  lighting and loading doors, if any, and electrical systems of
the  portions  of such  buildings  leased by  SuiteSpeed  are in good  operating
condition,  ordinary  wear and tear  excepted.  SuiteSpeed  has not sublet  such
buildings or any part thereof.

            3.7.4 SuiteSpeed, as a tenant, has never assigned a lease to a third
party.

            3.7.5  Consummation of the Merger will not constitute an assignment,
sublease or default  under the  SuiteSpeed  Real  Property  Leases or  otherwise
require any consent under any of the SuiteSpeed Real Property Leases.

            3.7.6 All of the SuiteSpeed  Real Property  Leases (i) are valid and
subsisting  and in full force and effect  with  respect to  SuiteSpeed  and,  to
SuiteSpeed's  knowledge,  with respect to any other party  thereto and (ii) were
entered into as a result of bona fide arm's length  negotiations  with the other
party or  parties  thereto.  SuiteSpeed  has valid  leasehold  interests  in all
properties leased thereunder free and clear of all Liens.

      3.8 Tangible Personal Property.

            3.8.1 Section 3.8.1 of the SuiteSpeed Disclosure Schedule identifies
all  items  of  tangible  personal  property  owned  and used by  SuiteSpeed  in
connection  with the  SuiteSpeed  Business on the date  hereof  which had a book
value of more  than  $1,000  as of the date of the  SuiteSpeed  Current  Balance
Sheet,  including  machinery,  motor vehicles,  computer  equipment,  furniture,
fixtures and leasehold improvements.

            3.8.2 Section 3.8.2 of the SuiteSpeed Disclosure Schedule contains a
true and complete list of all machinery,  motor  vehicles,  computer  equipment,
other equipment,  furniture,  fixtures, and all other tangible personal property
leased by SuiteSpeed for the SuiteSpeed  Business on the date hereof pursuant to
leases which involve  monthly  payments of more than $500 on account of any such
lease.  True and complete  copies of all leases pursuant to which such items are
leased to  SuiteSpeed  have been  furnished to RMLX's  counsel prior to the date
hereof.  SuiteSpeed is not in default in any material  respect under any of such
leases and is not aware of any fact which,  with notice and/or  passage of time,
would  constitute such a default.  All of the leases so listed (i) are valid and
subsisting  and in full force and effect  with  respect to  SuiteSpeed,  and, to
SuiteSpeed's  knowledge,  with respect to any other party  thereto and (ii) were
entered into as a result of bona fide arm's length  negotiations  with the other
party or  parties  thereto.  SuiteSpeed  has valid  leasehold  interests  in all
personal property leased thereunder free and clear of all Liens.


                                      -14-
<PAGE>

            3.8.3 All personal  property  owned by SuiteSpeed or leased and used
by SuiteSpeed in the SuiteSpeed  Business is in good condition,  normal wear and
tear excepted, and is in good operating order.

      3.9 Proprietary Information. No third party has claimed that SuiteSpeed or
any officer, director, or other person engaged now or in the past five (5) years
by, or  affiliated  now or in the past five (5) years with,  SuiteSpeed  has (i)
violated  or may be  violating  any of the  terms  or  conditions  of his or her
employment,  non-competition or non-disclosure  agreement with such third party,
(ii)  disclosed or may be  disclosing  or utilized or may be utilizing any trade
secret or proprietary  information or documentation of such third party or (iii)
interfered or may be  interfering in the  employment  relationship  between such
third  party and any of its  present  or former  employees.  No third  party has
requested  information from SuiteSpeed which suggests that such a claim might be
contemplated.  To SuiteSpeed's knowledge, no officer,  director, or other person
engaged now or in the past five (5) years by, or  affiliated  now or in the past
five (5) years  with,  SuiteSpeed  has  employed or proposes to employ any trade
secret or any information or  documentation  proprietary to any former employer,
and, to SuiteSpeed's  knowledge,  no officer,  director, or other person engaged
now or in the past five (5) years by, or affiliated  now or in the past five (5)
years with,  SuiteSpeed has violated any  confidential  relationship  which such
person may have had with any third party,  in connection with the development or
sale of any product,  service or proposed  product or service of SuiteSpeed.  To
SuiteSpeed's   knowledge,   neither  the   consummation   of  the   transactions
contemplated by this Agreement nor the carrying on of the SuiteSpeed Business as
officers,  employees  or agents by any  officer,  director  or key  employee  of
SuiteSpeed,  or the conduct or proposed conduct of the SuiteSpeed Business, will
conflict with or result in a breach of the terms, conditions or provisions of or
constitute a default under any contract,  covenant or instrument under which any
such officer,  director or key employee is obligated.  For the past three years,
each  employee and  consultant of  SuiteSpeed  who has been  afforded  access to
proprietary  information  of  SuiteSpeed  has  executed  a  confidentiality  and
non-disclosure agreement. Section 3.9 of the SuiteSpeed Disclosure Schedule sets
forth copies of the template confidentiality and non-disclosure  agreements that
SuiteSpeed has used in the SuiteSpeed Business over the past three years.

      3.10 Intellectual Property.

            3.10.1 For the purposes of this Agreement, the following terms shall
have the following definitions:

            "SuiteSpeed  Intellectual  Property" means any Intellectual Property
that is owned by or licensed to SuiteSpeed.

            "Intellectual  Property"  means any or all of the  following and all
rights in,  arising out of, or associated  therewith:  (i) all United States and
foreign patents and utility models and  applications  therefor and all reissues,
divisions,    renewals,    extensions,    provisionals,     continuations    and
continuations-in-part  thereof, and equivalent or similar rights anywhere in the
world in inventions and discoveries  ("Patents");  (ii) all inventions  (whether
patentable  or  not),  invention  disclosures,   improvements,   trade  secrets,
proprietary  information,  know how,  technology,  technical  data and  customer


                                      -15-
<PAGE>

lists, and all documentation embodying or evidencing any of the foregoing; (iii)
all copyrights,  copyright registrations and applications therefor and all other
rights corresponding thereto throughout the world ("Copyrights");  (iv) all mask
works, mask work registrations and applications  therefor, and any equivalent or
similar  rights in  semiconductor  masks,  layouts,  architectures  or  topology
("Maskworks"); (v) all industrial designs and any registrations and applications
therefor  throughout  the  world;  (vi)  all  trade  names,  logos,  common  law
trademarks  and service  marks,  trademark  and service mark  registrations  and
applications therefor and all goodwill associated therewith throughout the world
("Trademarks");  (vii) all  databases  and database  collections  and all rights
therein throughout the world;  (viii) all computer software including all source
code, object code, firmware,  development code, files, records and data, and any
medium on which  any of the  foregoing  is  recorded;  (ix) all  World  Wide Web
addresses,  sites  and  domain  names;  and (x) any  similar,  corresponding  or
equivalent rights to any of the foregoing anywhere in the world.

            "Registered   Intellectual   Property"   means  all  United  States,
international and foreign: (i) Patents,  including applications  therefor;  (ii)
registered   Trademarks,   applications   to  register   Trademarks,   including
intent-to-use  applications,  or other registrations or applications  related to
Trademarks;   (iii)  Copyright   registrations   and  applications  to  register
Copyrights;  (iv) Maskwork registrations and applications to register Maskworks;
and (v) any other  Intellectual  Property  owned by a Party  hereto  that is the
subject of an application,  certificate,  filing, registration or other document
issued by,  filed with,  or recorded by, any state,  government  or other public
legal  authority  at any time.  32.  3.10.2  Section  3.10.2  of the  SuiteSpeed
Disclosure Schedule lists all Registered  Intellectual  Property, in whole or in
part  owned  by or  filed  in the  name of  SuiteSpeed  ("SuiteSpeed  Registered
Intellectual Property").

            3.10.3  Each  item of  SuiteSpeed  Intellectual  Property  owned  by
SuiteSpeed,  including all SuiteSpeed Registered Intellectual Property listed in
Section 3.10.2 of the SuiteSpeed  Disclosure Schedule,  is free and clear of all
Liens, other than end-user licenses granted by SuiteSpeed pursuant to a standard
form of end-user license,  a true and complete copy of which, if applicable,  is
set forth in Section 3.10.3 of the SuiteSpeed Disclosure Schedule.

            3.10.4  SuiteSpeed  owns  exclusively,  and has good  title to,  all
copyrighted  works that are software  products of  SuiteSpeed  or other works of
authorship  that  SuiteSpeed  otherwise  purports  to own,  except for any items
described in Section 3.10.4 of the SuiteSpeed  Disclosure Schedule  representing
material  portions of freeware  owned by third parties and except for immaterial
portions of freeware  (which are not  required to be  disclosed  in such Section
3.10.4).

            3.10.5  Except  as  otherwise  indicated  in  Section  3.10.5 of the
SuiteSpeed  Disclosure  Schedule  and except for  end-user  licenses  granted by
SuiteSpeed  pursuant to its standard form of end-user  license,  if  applicable,
SuiteSpeed has not transferred  ownership of, or granted any license or right to
use, any Intellectual Property that is, or was, SuiteSpeed Intellectual Property
to  any  other  person  or  knowingly  permitted  SuiteSpeed's  rights  in  such
SuiteSpeed Intellectual Property to lapse or enter into the public domain.

            3.10.6  Except as set  forth in  Section  3.10.6  of the  SuiteSpeed
Disclosure Schedule,  the SuiteSpeed  Intellectual  Property constitutes all the
Intellectual  Property  used  in the  conduct  of  the  SuiteSpeed  Business  as
currently  conducted  including  (i) the making,  using,  selling,  marketing or
importing of any product or device, (ii) the practice of any process,  (iii) the
offering  or  performance  of  any  service,  or  (iv)  the  copying,   display,
performance,  distribution, creation of derivative works of, or the exploitation
of, any device or work.


                                      -16-
<PAGE>

            3.10.7 Section 3.10.7 of the SuiteSpeed Disclosure Schedule contains
a list of all  contracts,  licenses  and  agreements  (other than  off-the-shelf
end-user licenses available to the general public) pursuant to which any person,
including any Affiliate of SuiteSpeed  (other than a Subsidiary of  SuiteSpeed),
has licensed any Intellectual  Property to SuiteSpeed.  Copies of such documents
currently in effect have been provided to RMLX's counsel prior the date hereof.

            3.10.8 The  consummation  of the  transactions  contemplated by this
Agreement will not cause or obligate  SuiteSpeed (i) to grant to any third party
any rights or licenses with respect to any SuiteSpeed  Intellectual  Property or
(ii) to pay any  royalties  or other  amounts  in excess of those  being paid by
SuiteSpeed prior to the date hereof.

            3.10.9 Section 3.10.9 of the SuiteSpeed Disclosure Schedule contains
a list of all agreements,  licenses and contracts  pursuant to which  SuiteSpeed
has agreed to indemnify,  hold harmless, or otherwise agree to be liable for any
losses,  costs or damages  of a third  party  with  respect to any  Intellectual
Property or product or service of  SuiteSpeed.  True and complete  copies of all
such  agreements,  licenses and contracts  have been provided to RMLX's  counsel
prior to the date hereof.

            3.10.10 All material SuiteSpeed Intellectual Property, including any
item  thereof,  is fully  transferable,  alienable or  licensable  by SuiteSpeed
without restriction and without payment of any kind to any third party.

            3.10.11 The  consummation of the  transactions  contemplated by this
Agreement  will not result in the loss of, or otherwise  adversely  affect,  any
ownership rights of SuiteSpeed in any SuiteSpeed Intellectual Property or result
in the breach or  termination  of any  license,  contract or  agreement to which
SuiteSpeed is a party respecting any material SuiteSpeed Intellectual Property.

            3.10.12  Except as set forth in Section  3.10.12  of the  SuiteSpeed
Disclosure  Schedule,  to the  knowledge  of  SuiteSpeed,  the  operation of the
SuiteSpeed  Business,  including (i) the making,  using,  selling,  marketing or
importing of any product or device, (ii) the practice of any process,  (iii) the
offering  or  performance  of  any  service,  or  (iv)  the  copying,   display,
performance,  distribution, creation of derivative works of, or the exploitation
of any  device or work does not  infringe  or  misappropriate  the  Intellectual
Property of any Person,  violate the rights of any Person,  or constitute unfair
competition or unfair trade  practices under the laws of any  jurisdiction,  and
SuiteSpeed has not received  written  notice from any Person  claiming that such
operation or any act, product,  technology or service of the SuiteSpeed Business
infringes  or  misappropriates  the  Intellectual  Property  of  any  Person  or
constitutes  unfair  competition or unfair trade practices under the laws of any
jurisdiction.  To  SuiteSpeed's  knowledge,  (i)  the  making,  using,  selling,
marketing or importing of any product or device  currently under  development by
SuiteSpeed,  (ii) the practice of any process  currently  under  development  by
SuiteSpeed,  (iii) the offering or  performance of any service  currently  under
development  by  SuiteSpeed,   or  (iv)  the  copying,   display,   performance,
distribution, creation of derivative works of, or the exploitation of any device
or work  currently  under  development  by  SuiteSpeed,  does  not  infringe  or
misappropriate  the Intellectual  Property of any person,  violate the rights of
any Person, or constitute unfair competition or unfair trade practices under the
laws of any  jurisdiction,  and SuiteSpeed has not received  written notice from
any Person claiming that such operation or any such act, product,  technology or
service  misappropriates the Intellectual  Property of any Person or constitutes
unfair competition or unfair trade practices under the laws of any jurisdiction.


                                      -17-
<PAGE>

            3.10.13  There are no  contracts,  licenses  or  agreements  between
SuiteSpeed and any other Person with respect to SuiteSpeed Intellectual Property
under  which  there  is any  litigation  or  other  legal  proceeding  known  to
SuiteSpeed  regarding  the scope of such  agreement  or  performance  under such
contract, license or agreement including with respect to any payments to be made
or received by SuiteSpeed thereunder.

            3.10.14 o the  knowledge of  SuiteSpeed,  no Person has infringed or
misappropriated,   or  is  infringing  or   misappropriating,   any   SuiteSpeed
Intellectual Property owned by SuiteSpeed.

            3.10.15 Each  material item of  SuiteSpeed  Registered  Intellectual
Property is valid and subsisting,  all necessary  registration,  maintenance and
renewal  fees  currently  due in  connection  with  such  SuiteSpeed  Registered
Intellectual  Property have been made and all necessary documents,  recordations
and  certificates  in connection with such  SuiteSpeed  Registered  Intellectual
Property have been filed with the relevant patent, copyright, trademark or other
authorities in the United States or foreign  jurisdictions,  as the case may be,
for  the  purposes  of  maintaining  such  SuiteSpeed  Registered   Intellectual
Property.

            3.10.16  SuiteSpeed has not claimed small business status,  or other
particular status in the application for any SuiteSpeed Registered  Intellectual
Property  which  claim of  status  was false at the time made or which has since
become  inaccurate  or false or that will no longer  be true and  accurate  as a
result of the consummation of the Merger.

            3.10.17  Except for those items owned by third  parties and material
portions of freeware set forth in Section  3.10.4 of the  SuiteSpeed  Disclosure
Schedule (and excluding immaterial portions of freeware),  all software products
of  SuiteSpeed  were  written  and  created  solely by either (i)  employees  of
SuiteSpeed acting within the scope of their employment, or (ii) by third parties
who, in the case of clauses (i) and (ii),  have  validly  assigned  all of their
rights,  including Intellectual Property rights, in such products to SuiteSpeed,
and no third  party  owns any  Intellectual  Property  rights  to such  software
products.

            3.10.18 SuiteSpeed has not misrepresented or failed to disclose, and
is not aware of any  misrepresentation  or  failure  to  disclose,  any facts or
circumstances  in any  application  for any SuiteSpeed  Registered  Intellectual
Property  that  would  constitute  fraud or a  material  misrepresentation  with
respect to such  application  or that would  otherwise  affect the  validity  or
enforceability of any SuiteSpeed Registered Intellectual Property.

            3.10.19  SuiteSpeed  has taken all steps  reasonable  and  customary
under the circumstances to protect the  confidentiality  and trade secret status
of any material confidential information of SuiteSpeed,  and SuiteSpeed knows of
no instance in which a third party has had access to the  material  confidential
information  of  SuiteSpeed  for which it could be claimed that  SuiteSpeed  has
failed to protect the confidentiality of any material  confidential  information
of SuiteSpeed.

            3.10.20 All employees of, and  consultants  to,  SuiteSpeed who have
contributed to the development of the SuiteSpeed  Intellectual Property owned by
SuiteSpeed  have  entered  into valid and  binding  agreements  with  SuiteSpeed
sufficient to vest title in SuiteSpeed to all  Intellectual  Property created by
such  employees  or  consultants  in the  scope  of his  or  her  employment  or
consultancy  with  SuiteSpeed.  Section  3.10.20  of the  SuiteSpeed  Disclosure
Schedule sets forth copies of the template  proprietary  rights  agreements that
SuiteSpeed has used in the SuiteSpeed Business over the past three years.


                                      -18-
<PAGE>

      3.11 Computer Programs. Section 3.11 of the SuiteSpeed Disclosure Schedule
contains  a list  of all of the  computer  programs  (other  than  off-the-shelf
programs) used by SuiteSpeed in the SuiteSpeed  Business,  indicating  which are
owned by SuiteSpeed and which are used by SuiteSpeed  pursuant to a license from
others,  in each  case  identifying  the  licensor  and the date of the  license
agreement.  A true and  complete  copy of each such license  agreement  has been
delivered to RMLX's counsel prior to the date hereof.

      3.12 Accounts Receivable.

            3.12.1  Except  as set  forth  in  Section  3.12  of the  SuiteSpeed
Disclosure  Schedule,  all of SuiteSpeed's  accounts receivable set forth on the
SuiteSpeed  Current  Balance  Sheet  or  arising  subsequent  to the date of the
SuiteSpeed  Current  Balance  Sheet have  originated  in the ordinary  course of
business of SuiteSpeed.

            3.12.2  SuiteSpeed  has delivered to RMLX prior to the date hereof a
schedule  setting forth a true and complete aging of its  consolidated  accounts
receivable as of May 31, 2005.

      3.13 Title to Assets.  SuiteSpeed has good and marketable  title in and to
all of the assets and  property  of the  SuiteSpeed  Business  reflected  in the
SuiteSpeed  Current  Balance  Sheet plus all assets and  property  purchased  by
SuiteSpeed  since the date of the SuiteSpeed  Current  Balance  Sheet,  less all
assets and property which  SuiteSpeed has disposed of in the ordinary  course of
business since the date of the SuiteSpeed  Current Balance Sheet. The only Liens
which exist and, at the  Closing,  will exist on the assets and  property of the
Surviving  Corporation  at the Effective  Time are Liens which either (a) secure
liabilities  disclosed in the SuiteSpeed  Current Balance Sheet,  (b) secure the
ownership  interests of lessors of equipment used in the SuiteSpeed Business and
disclosed on other exhibits  annexed hereto,  (c) are Liens for current taxes or
assessments or governmental  charges not yet due or (d) are disclosed on Section
3.13 of the SuiteSpeed Disclosure Schedule annexed hereto.

      3.14 Material Contracts.

            3.14.1  Section  3.14.1  of  the  SuiteSpeed   Disclosure   Schedule
identifies  the  following  contracts,  leases  and other  obligations  to which
SuiteSpeed  is a party or by which  SuiteSpeed is bound:  (a) contracts  with or
loans to any of the stockholders,  equity holders, officers,  directors, agents,
consultants,  advisors,  salesmen,  distributors  or  sales  representatives  of
SuiteSpeed;  (b)  agreements  under which  SuiteSpeed has granted any Person any
indemnification  or registration  rights;  (c) agency  agreements given by or to
SuiteSpeed;  (d) unsecured loans and lines of credit; (e) contracts  restricting
SuiteSpeed or, to SuiteSpeed's knowledge,  any of the employees or affiliates of
SuiteSpeed from doing business in any areas or in any way limiting  competition;
(f) contracts and leases which will not be terminable  without cost or liability
within  60  days  after  the  Closing  Date;  (g)  contracts  providing  for the
installation  or maintenance of equipment  purchased or leased by SuiteSpeed and
requiring  payment  by  SuiteSpeed  of more than  $500 per  month;  (h)  written
employment  agreements  with  any  of  SuiteSpeed's  employees;   (i)  contracts
obligating  SuiteSpeed  to  provide  maintenance  in the  future;  (j) any other
contract which is reasonably  likely to have a material  impact on the business,
operations,   assets,  prospects  or  financial  condition  of  SuiteSpeed;  (k)
guarantees  by  SuiteSpeed  of the  obligations  of any other party except those
resulting from the endorsement of customer checks;  (l) contracts  affecting the
transfer or voting of any  securities  of  SuiteSpeed;  (m) any other  agreement


                                      -19-
<PAGE>

entered into by SuiteSpeed outside the ordinary course of business;  and (n) all
commitments to enter into any such contracts, leases or obligations described in
clauses (a) through  (m) above.  Except as  disclosed  in such  Section  3.14.1,
SuiteSpeed  has  performed all material  obligations  required on its part to be
performed  under each of such  contracts,  obligations  and commitments to which
SuiteSpeed is a party or otherwise bound and no default has occurred  thereunder
on the part of SuiteSpeed  (other than defaults which have been waived  pursuant
to  waivers  copies of which are set forth in Section  3.14.1 of the  SuiteSpeed
Disclosure  Schedule) which are reasonably likely to have a SuiteSpeed  Material
Adverse Effect.  All parties to such contracts,  obligations or commitments with
SuiteSpeed are, to SuiteSpeed's  knowledge,  in substantial compliance therewith
and, to SuiteSpeed's  knowledge, no event has occurred which, through the giving
of notice or the passage of time or both,  would cause or  constitute a material
default under any such contracts,  obligations or commitments or would cause the
acceleration of any obligation of any party thereto.

            3.14.2  Except as set  forth in  Section  3.14.2  of the  SuiteSpeed
Disclosure Schedule,  SuiteSpeed does not have any outstanding loans or advances
to any Person and is not  obligated to make any such loans or  advances,  except
for  advances  to  employees  in  respect  of  reimbursable   business  expenses
anticipated  to be  incurred by them in  connection  with their  performance  of
services.

            3.14.3  Copies of the  contracts  listed or  referred  to in Section
3.14.1 have been delivered to RMLX's counsel prior to the date hereof.

      3.15. Customers and Suppliers. 56.

            3.15.1 Section 3.15.1 of the  SuiteSpeed  Disclosure  Schedule lists
the top twenty (20) customers, or groups of related customers, of the SuiteSpeed
Business (based on the aggregate  revenues paid by such customers,  or groups of
related  customers,  to SuiteSpeed during the 12 months ended May 31, 2005), the
aggregate  revenues paid by such customers to SuiteSpeed  during such period and
the  general  nature of the  products  sold  and/or  services  provided  to such
customers.  Except as set forth in Section 3.15.1 of the  SuiteSpeed  Disclosure
Schedule,  SuiteSpeed  does not have any contracts with the customers  listed in
Section 3.15.1 other than purchase orders entered into in the ordinary course of
business.  Correct copies of the contracts with customers referred to in Section
3.15.1 of the  SuiteSpeed  Disclosure  Schedule  have been  delivered  to RMLX's
counsel prior to the date hereof.

            3.15.2 Section 3.15.2 of the  SuiteSpeed  Disclosure  Schedule lists
the top ten (10)  suppliers to the SuiteSpeed  Business  (based on the aggregate
amounts paid by SuiteSpeed to such suppliers  during the 12 months ended May 31,
2005).  Except as set forth in  Sections  3.14.1  and  3.15.2 of the  SuiteSpeed
Disclosure  Schedule,  SuiteSpeed does not have any contracts with the suppliers
listed therein other than purchase orders entered into in the ordinary course of
business.  Copies of the contracts  with  suppliers  referred to in such Section
3.15.2 of the  SuiteSpeed  Disclosure  Schedule  have been  delivered  to RMLX's
counsel prior to the date hereof.

            3.15.3 To SuiteSpeed's  knowledge,  none of the customers  listed in
Section 3.15.1 of the SuiteSpeed  Disclosure  Schedule and none of the suppliers
listed in  Section  3.15.2 of the  SuiteSpeed  Disclosure  Schedule  intends  to
terminate or materially  change its relationship with SuiteSpeed prior to, on or
after  the  Closing  Date,  except  (x) as  disclosed  in either or both of such
sections of the SuiteSpeed Disclosure Schedule or (y) as otherwise  specifically
contemplated  by  the  contracts  between   SuiteSpeed  and  such  customers  or
suppliers.


                                      -20-
<PAGE>

      3.16  Transactions  with Related  Parties.  Except as set forth in Section
3.16 of the SuiteSpeed  Disclosure Schedule,  since January 1, 2004,  SuiteSpeed
has not engaged in any transaction  with an officer,  director or shareholder of
SuiteSpeed of the type which would be required to be disclosed  pursuant to Item
404 of Rule S-K of the SEC if SuiteSpeed were subject to such Item. With respect
to  each  transaction  listed  in  Section  3.16  of the  SuiteSpeed  Disclosure
Schedule,  except as otherwise disclosed in such Schedule,  such transaction has
been on terms no less  favorable to SuiteSpeed  than those which could have been
obtained at the time from bona fide third parties.

      3.17 Labor Matters.

            3.17.1  SuiteSpeed  is  not a  party  to any  collective  bargaining
agreements.

            3.17.2 SuiteSpeed has not had any strike, slowdown,  picketing, work
stoppage, labor dispute or threat of a labor dispute or any attempt or threat of
an attempt by a labor union to organize its employees.

            3.17.3 Section 3.17.3 of the SuiteSpeed Disclosure Schedule contains
a list of all current  employment or consulting  contracts  with,  and covenants
against competition by, any person employed by SuiteSpeed. Correct copies of all
such agreements have been delivered to RMLX's counsel prior to the date hereof.

            3.17.4  Except as set  forth in  Section  3.17.4  of the  SuiteSpeed
Disclosure  Schedule,  all  employees of  SuiteSpeed  are employees at will who,
subject to applicable  laws, may be terminated by SuiteSpeed at any time with no
obligation to make any payment except wages to the date of termination,  accrued
vacation and sick leave benefits.

            3.17.5 SuiteSpeed is in compliance in all material respects with all
laws respecting  employment,  wages and hours.  SuiteSpeed is not engaged in any
discriminatory hiring or employment practices or any unfair labor practices.  No
employment  discrimination  or unfair labor  practice  complaint  has been filed
against  SuiteSpeed,  or,  to  SuiteSpeed's  knowledge,  threatened  to be filed
against SuiteSpeed, with any governmental authority having jurisdiction over the
labor  matters of  SuiteSpeed.  Since January 1, 2004,  SuiteSpeed  has not been
threatened by any former employee with any suit alleging wrongful termination.

      3.18 Benefit Plans; ERISA.

            3.18.1 Section 3.18.1 of the SuiteSpeed Disclosure Schedule contains
a true and complete  list of all funded or unfunded,  written or oral,  employee
benefit  plans,  contracts,  agreements,  incentives,  or salary,  wage or other
compensation  plans or  arrangements,  including all pension and profit  sharing
plans,  savings  plans,  bonus plans,  deferred  compensation  plans,  incentive
compensation  plans,  stock  purchase  plans,   supplemental  retirement  plans,
severance  plans,  termination  pay plans,  stock option plans,  hospitalization
plans,  medical insurance plans,  life insurance plans,  dental insurance plans,
disability   insurance  plans,  salary   continuation  plans,   vacation  plans,
supplemental unemployment benefit plans, retiree benefit plans and, in each such
case,  comparable  agreements,  and each other employee benefit  program,  plan,
policy or arrangement  (each a "Benefit  Plan")  maintained,  contributed to, or
required to be  contributed  to, by SuiteSpeed  for the benefit of the former or
current employees,  directors,  agents or consultants of SuiteSpeed,  whether or
not subject to the Employee Retirement Income Security Act of 1974 ("ERISA").


                                      -21-
<PAGE>

            3.18.2  SuiteSpeed has delivered to RMLX's counsel prior to the date
hereof  true and  complete  copies of the Benefit  Plans and all  related  trust
documents  and other  related  agreements.  Each of the Benefit  Plans listed in
Section  3.18.1 of the  SuiteSpeed  Disclosure  Schedule is and has at all times
been  in  compliance  in  all  material  respects  with  all  provisions  of law
applicable to such plans.  No event has  occurred,  is threatened or is about to
occur  which  would   constitute  a  reportable  event  (for  which  the  notice
requirement  has not been waived) within the meaning of ss.4043(b) of ERISA with
respect to any "employee  pension benefit plan" (as defined in ss.3(2) of ERISA)
of the SuiteSpeed  Business (each a "Pension Plan") if such plan were subject to
ERISA.

            3.18.3  Each of the  Benefit  Plans  which is  required  to meet the
requirements  of Section  401(a) of the Code now meets,  and since its inception
has met, the requirements for qualification under Section 401(a) of the Code.

            3.18.4 To  SuiteSpeed's  knowledge,  each  fiduciary  and every plan
official of each  Benefit  Plan is bonded to the extent  required by  applicable
law. No steps have been taken to terminate any Benefit Plan and no liability has
been incurred by SuiteSpeed  with respect to the Benefit Plans that has not been
satisfied in full;  to  SuiteSpeed's  knowledge  no condition  exists that could
reasonably be expected to result in SuiteSpeed's  incurring a material liability
under applicable law with respect to the Benefit Plans other than the payment of
benefits in accordance  with the terms of such Benefit Plans,  and no proceeding
has been  initiated to  terminate,  or to appoint a trustee to  administer,  any
Pension  Plan.  SuiteSpeed  has not  withdrawn  from any Pension  Plan or ceased
operations at any  facility.  In the event that any Benefit Plan was required to
file annual reports with any governmental authority,  those sections of any such
annual reports heretofore filed with any governmental  authority by or on behalf
of such Benefit Plan which were required to be certified were certified  without
qualification  by the  accountants  or actuaries of such Benefit  Plan. By their
terms,  each of the  Benefit  Plans  can be  amended,  terminated  or  otherwise
discontinued after the Closing Date without liability to SuiteSpeed.

            3.18.5  Except as  specifically  set forth in Section  3.18.5 of the
SuiteSpeed   Disclosure   Schedule,   the  execution  and   performance  of  the
transactions  contemplated  by this Agreement will not constitute an event under
any Benefit  Plan or  individual  agreement  relating  thereto  that will or may
reasonably be expected to result in any material  payment  (whether of severance
pay or otherwise), acceleration, vesting or increase in benefits with respect to
any current or former employee, consultant, agent or director of SuiteSpeed.

            3.18.6  Except as set  forth in  Section  3.18.6  of the  SuiteSpeed
Disclosure  Schedule,  no Benefit Plan is (a) a multiemployer plan as defined in
Section 3(37) of ERISA,  (b) a defined  benefit plan as defined in Section 3(35)
of ERISA or (c) subject to the funding standards of Section 412 of the Code.

            3.18.7 SuiteSpeed has made all contributions  required to be made to
each Benefit Plan under the terms of such plan and applicable law.

            3.18.8 No transaction  prohibited by any applicable law has occurred
with  respect to any  Benefit  Plan listed in Section  3.18.1 of the  SuiteSpeed
Disclosure  Schedule  which could subject any Benefit Plan or any related trust,
SuiteSpeed  or any  affiliate  of  SuiteSpeed,  or any  director  or employee of
SuiteSpeed, to any material tax or penalty imposed by any applicable law, either
directly or indirectly, and whether by way of indemnity or otherwise.


                                      -22-
<PAGE>

            3.18.9  SuiteSpeed or the applicable plan  administrator  has timely
filed all required reporting and disclosure forms for each Benefit Plan with the
appropriate governmental authorities.

            3.18.10 Each group health plan (as defined in Section  5000(b)(1) of
the Code)  maintained by SuiteSpeed has been  administered  in compliance in all
material  respects with all  applicable  laws.  SuiteSpeed  does not now and has
never maintained, sponsored or contributed to any plan or program or arrangement
providing  post-termination  employment,  health,  dental,  disability  or  life
insurance  benefits  with  respect to employees  or former  employees  and their
spouses  and  dependents  other than COBRA  continuation  coverage  pursuant  to
Sections 601 through 609 of ERISA.

      3.19 Insurance.  Section 3.19 of the SuiteSpeed  Disclosure Schedule lists
all  insurance  policies  which  SuiteSpeed  currently  has in effect  and which
SuiteSpeed had in effect at any time since January 1, 2002 and the status of any
claims  made  thereunder.  Except  as  otherwise  noted in  Section  3.19 of the
SuiteSpeed  Disclosure Schedule,  all such insurance policies provide occurrence
coverage. True and complete copies of said policies, including all endorsements,
have been delivered to RMLX's counsel prior to the date hereof. All premiums due
and payable under all such policies have been paid,  and SuiteSpeed is otherwise
in compliance in all material respects with the terms and conditions of all such
policies. The reserves established by SuiteSpeed in respect of all matters as to
which  SuiteSpeed   self-insures  or  carries  retentions  and/or   deductibles,
including product and intellectual  property  infringement  liability,  workers'
medical  coverage and workers'  compensation,  are adequate and  appropriate  in
light of  SuiteSpeed's  experience,  and SuiteSpeed is not aware of any facts or
circumstances  existing as of the date hereof that would  reasonably be expected
to cause such  reserves to be inadequate or  inappropriate.  SuiteSpeed  has not
been subject to any product liability claim or any claim asserting that services
provided  by  SuiteSpeed  have been  provided  negligently,  other  than  claims
described in Section 3.19 of the SuiteSpeed Disclosure Schedule.

      3.20  Licenses  and  Permits.  Except as set forth in Section  3.20 of the
SuiteSpeed Disclosure Schedule,  SuiteSpeed and its employees have all licenses,
permits,  orders,  approvals and authorizations  required for the conduct of the
SuiteSpeed  Business as presently conducted and as contemplated to be conducted,
other than licenses, permits, orders, approvals and authorizations which, if not
obtained by SuiteSpeed,  would not have a SuiteSpeed  Material Adverse Effect. A
list of all of SuiteSpeed's material licenses,  permits,  orders,  approvals and
authorizations  is set  forth  in  Section  3.20  of the  SuiteSpeed  Disclosure
Schedule.  In all material  respects,  SuiteSpeed  is acting within the terms of
such licenses,  permits, orders, approvals and authorizations.  Since January 1,
2002,  SuiteSpeed  has not received any notice of  investigation,  evaluation or
suspension of any such licenses,  permits,  orders, approvals or authorizations.
To SuiteSpeed's  knowledge,  no suspension or cancellation of any such licenses,
permits,   orders,  approvals  or  authorizations  has  been  threatened  or  is
contemplated.

      3.21 Authority Relative to this Agreement; Enforceability.  Subject to the
receipt of any governmental approvals,  the execution,  delivery and performance
of this Agreement are within the corporate power and authority of SuiteSpeed and
have been  duly  authorized  by all  requisite  corporate  action on the part of
SuiteSpeed.  This  Agreement  is  a  legal,  valid  and  binding  obligation  of
SuiteSpeed,  enforceable against SuiteSpeed in accordance with its terms, except
insofar  as its  enforcement  may be  limited  by  (a)  bankruptcy,  insolvency,
moratorium  or similar laws  affecting  the  enforcement  of  creditors'  rights
generally and (b) equitable  principles  limiting the  availability of equitable
remedies.  All persons who executed this Agreement on behalf of SuiteSpeed  have
been duly authorized to do so.


                                      -23-
<PAGE>

      3.22 Compliance with Other Instruments;  Consents.  Except as set forth in
Section 3.22 of the SuiteSpeed  Disclosure  Schedule,  neither the execution and
delivery  of  this  Agreement  by  SuiteSpeed  nor  the   consummation   of  the
transactions contemplated hereby will:

            3.22.1  conflict  with,  or result in a breach of any  provision of,
SuiteSpeed's  Certificate  of  Incorporation,  by-laws  or other  organizational
documents;

            3.22.2  violate,  or  conflict  with,  or  result in a breach of any
provision  of, or  constitute a default (or an event  which,  with the giving of
notice, the passage of time or otherwise,  would constitute a default) under, or
entitle any party (with the giving of notice,  the passage of time or otherwise)
to  terminate,  accelerate,  modify  or call a default  under,  or result in the
creation of any Lien upon any of the  properties or assets of SuiteSpeed  under,
any of  the  terms,  conditions  or  provisions  of any  note,  bond,  mortgage,
indenture, deed of trust, license,  contract,  undertaking,  agreement, lease or
other instrument or obligation to which SuiteSpeed is a party;

            3.22.3 violate any order, writ, injunction, decree, statute, rule or
regulation applicable to SuiteSpeed, its properties or its assets; or

            3.22.4  require any action or consent or approval  of, or review by,
or registration or filing by SuiteSpeed or any of its Affiliates with, any third
party or any  governmental  authority,  other  than (i)  registrations  or other
actions  required under federal and state securities laws as are contemplated by
this Agreement,  or (ii) the filing of the Certificate of Merger pursuant to the
Statute,

except,  in the case of  Sections  3.22.2,  3.22.3  and  3.22.4,  for any of the
foregoing that,  individually or in the aggregate,  is not reasonably  likely to
have a SuiteSpeed Material Adverse Effect.

      3.23 Compliance with Applicable Laws.  Except as set forth in Section 3.23
of the  SuiteSpeed  Disclosure  Schedule,  SuiteSpeed  is in  compliance  in all
material  respects with all Laws and, since January 1, 2003,  SuiteSpeed has not
received  any  notice  or  advice  to the  contrary.  All  reports  relating  to
SuiteSpeed  required  to be filed  since  January 1, 2003 with any  governmental
authority,   including   any   governmental   authority   issuing   licenses  or
qualifications to acquire, import, export, manufacture, assemble or sell various
classes and types of products or services sold by  SuiteSpeed,  have been timely
filed and all information  contained therein is true and correct in all material
respects.

      3.24 Environmental Compliance

            3.24.1 For purposes of this Agreement:

                  3.24.1.1 "Regulated  Substance" means any pollutant,  chemical
substance,  hazardous waste,  hazardous substance or contaminant regulated under
any Environmental Law.

                  3.24.1.2 "Enforcement Notice" means a summons,  notice, notice
of violation,  citation,  directive,  order, claim,  litigation,  investigation,
judgment, letter or other communication,  written or oral, from any governmental
authority or other  person or entity,  concerning  the  Releasing of a Regulated
Substance into the air, water or land.


                                      -24-
<PAGE>

                  3.24.1.3  "Releasing"  means  releasing,   spilling,  leaking,
pumping,  pouring,  emitting,  emptying,   discharging,   injecting,   escaping,
leaching, disposing or dumping.

                  3.24.1.4   "Environmental   Law"  means  all  applicable  Laws
relating to pollution control and environmental  contamination,  including,  but
not limited to, all Laws governing the generation,  use, collection,  treatment,
storage, transportation,  recovery, removal, discharge, or disposal of Regulated
Substances  and  all  laws  and  regulations  with  regard  to   record-keeping,
notification and reporting requirements respecting Regulated Substances.

            3.24.2 SuiteSpeed is in compliance in all material respects with all
Environmental  Laws.  SuiteSpeed has not been alleged to be in violation of, nor
has  SuiteSpeed  been  subject  to any  administrative  or  judicial  proceeding
pursuant to, any Environmental Laws at any time during the past three years.

            3.24.3 None of the real estate  leased by  SuiteSpeed  has ever been
used by SuiteSpeed to generate,  manufacture,  refine, transport,  treat, store,
handle, dispose, transfer or process Regulated Substances except in the ordinary
course of business in accordance with Environmental Laws.

            3.24.4   There  have  been  no   Regulated   Substances   generated,
transported  or disposed of by SuiteSpeed  during the past three years except in
the ordinary course of business in accordance with Environmental Laws.

            3.24.5 To SuiteSpeed's  knowledge,  there are no Enforcement Notices
in effect,  and  SuiteSpeed is not aware of any facts which might  reasonably be
expected to result in the  issuance of any  Enforcement  Notice with  respect to
SuiteSpeed or, to SuiteSpeed's  knowledge,  any  predecessor in use,  occupancy,
interest or title to the real property owned or leased or the personal  property
owned by SuiteSpeed.

            3.24.6 To SuiteSpeed's  knowledge,  there are no underground storage
tanks on or in the portion of the real property leased by SuiteSpeed.

      3.25 Financial Statements.

            3.25.1  Attached  to  Section  3.25.1 of the  SuiteSpeed  Disclosure
Schedule are the following unaudited annual and interim  consolidated  financial
statements  of  SuiteSpeed:   the  unaudited   consolidated  balance  sheets  of
SuiteSpeed as of December 31, 2003 and 2004, the related unaudited  consolidated
statements  of  income,  changes  in  stockholders'  equity  and  cash  flows of
SuiteSpeed for the years ended December 31, 2002,  2003 and 2004, the SuiteSpeed
Current  Balance Sheet and the unaudited  consolidated  statements of income and
cash flows of SuiteSpeed for the three months ended March 31, 2004 and 2005 (the
"SuiteSpeed Financial  Statements").  The SuiteSpeed Financial Statements fairly
present in all material  respects the financial  condition of SuiteSpeed and the
results  of  SuiteSpeed's  operations  and cash flows as at the dates or for the
periods to which they apply,  as the case may be, and such  statements have been
prepared  in  conformity  with GAAP  applied on a  consistent  basis  during the
periods involved.


                                      -25-
<PAGE>

            3.25.2  Except  as  listed  in  Section  3.25.2  of  the  SuiteSpeed
Disclosure  Schedule,  no value has been  assigned in the  SuiteSpeed  Financial
Statements  to (a)  any  trademarks,  trade  names,  contract  rights,  patents,
copyrights,  customer lists, books and records, restrictive covenants,  deferred
charges,  or prepaid expenses for any item other than taxes, rent,  insurance or
other intangible item other than good will; (b) office supplies,  advertising or
promotional  material;  (c) any asset previously charged to expense;  or (d) any
other asset which it has been SuiteSpeed's  practice to write off as an expense.
Section 3.25.2 of the  SuiteSpeed  Disclosure  Schedule sets forth  SuiteSpeed's
policy with respect to the  capitalization  and  expensing  of  software,  which
policy  is in  accordance  with  GAAP and has been  adhered  to in all  material
respects by SuiteSpeed since its inception.

            3.25.3  No  unrecorded  funds or  assets  of  SuiteSpeed  have  been
established for any purpose;  no  accumulation or use of SuiteSpeed's  funds has
been  made  without  being  properly  accounted  for in  SuiteSpeed's  books and
records;  all payments by or on behalf of SuiteSpeed have been duly and properly
recorded  and  accounted  for in its books and records;  no false or  artificial
entry has been made in SuiteSpeed's books and records for any reason; no payment
has been made by or on behalf of SuiteSpeed with the understanding that any part
of such payment is to be used for any purpose  other than that  described in the
documents  supporting  such payment;  and SuiteSpeed  has not made,  directly or
indirectly,  any illegal  contributions  to any  political  party or  candidate,
either domestic or foreign, or any contribution,  gift, bribe,  rebate,  payoff,
influence  payment or kickback,  whether in cash,  property or services,  to any
individual,  corporation,  partnership or other entity, to secure business or to
pay for business secured by SuiteSpeed.

            3.25.4  Except as  described  in Section  3.25.4 of the Suite  Speed
disclosure  Schedule,  since  December 31, 2003,  there have been no significant
changes in the internal  controls  utilized by SuiteSpeed  and its  Subsidiaries
with respect to their financial records (the "SuiteSpeed  Internal Controls") or
in other  factors  that  could  significantly  affect  the  SuiteSpeed  Internal
Controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.  There are no significant  deficiencies in
the  design  or  operation  of the  SuiteSpeed  Internal  Controls  which  could
adversely  affect the ability of  SuiteSpeed to record,  process,  summarize and
report  financial  data and there are no material  weaknesses in the  SuiteSpeed
Internal  Controls.  SuiteSpeed  is not  aware  of  any  fraud,  whether  or not
material,  that involves  management  or other  employees who have a significant
role in preparing SuiteSpeed's consolidated financial statements.

            3.25.5 SuiteSpeed does not have any outstanding  binding commitments
with respect to capital  expenditures  other than the  commitments  described in
Section 3.25.5 of the SuiteSpeed Disclosure Schedule.

            3.25.6 Except as and to the extent reflected,  disclosed or reserved
against  in the  SuiteSpeed  Current  Balance  Sheet,  as of the  date  thereof,
SuiteSpeed did not have any liabilities,  whether absolute,  accrued, contingent
or otherwise,  material to the  consolidated  financial  condition of SuiteSpeed
which were required to be so disclosed in the SuiteSpeed  Current  Balance Sheet
under GAAP. Since the date of the SuiteSpeed  Current Balance Sheet,  SuiteSpeed
has not  incurred  any  liabilities  except in the  ordinary  course of business
consistent  with past  practice,  except as  specifically  contemplated  by this
Agreement.

      3.26 Taxes.

            3.26.1  All of  SuiteSpeed's  Taxes  have  been  paid in full to the
appropriate  governmental  authorities  or fully  accrued or  provided  for with
respect to fiscal periods covered by the SuiteSpeed Financial Statements, except
as described in Section 3.26.1 of the SuiteSpeed Disclosure Schedule. SuiteSpeed
has  prepared  and  timely  filed  or will  prepare  and  timely  file  with the


                                      -26-
<PAGE>

appropriate  governmental  authorities  all Tax Returns  required to be filed by
SuiteSpeed at or before the Effective Time, taking into account any extension of
time to file granted to or obtained on behalf of SuiteSpeed (copies of which Tax
Returns for the past three fiscal years have been delivered or made available to
RMLX)  and such Tax  Returns  were  (or in the case of Tax  Returns  to be filed
subsequent  to the date  hereof,  will be) correct and  complete in all material
respects when filed.

            3.26.2  Section 3.26.2 of the  SuiteSpeed  Disclosure  Schedule sets
forth the extent to which, to SuiteSpeed's  knowledge,  SuiteSpeed's Tax Returns
have been examined,  audited or investigated by any  governmental  authority and
the results of any such examination,  audit or investigation.  No assessments or
additional Taxes have been proposed or threatened  against  SuiteSpeed or any of
its  assets  pursuant  to any such  examination.  SuiteSpeed  has not waived any
statute of  limitations  in respect of Taxes or agreed to any  extension of time
with respect to a Tax assessment or deficiency.  No issue has been raised in any
such  examination,  audit or  investigation  which can reasonably be expected to
result in a deficiency  in any years not covered by that  examination,  audit or
investigation.  Adjustments,  if any, to all such Tax  Returns  have been agreed
upon and paid by  SuiteSpeed  or are being  contested  as  indicated  in Section
3.26.2 of the SuiteSpeed Disclosure Schedule.

            3.26.3 To the best of SuiteSpeed's  knowledge,  there are no pending
investigations  of  SuiteSpeed or its Tax Returns by any taxing  authority,  and
there are no Tax Liens on any of SuiteSpeed's assets.

            3.26.4  Except as set  forth in  Section  3.26.4  of the  SuiteSpeed
Disclosure  Schedule,  there are no  elections  which  SuiteSpeed  has made with
respect to the income Tax treatment of any items which cannot be revoked without
the consent of the applicable governmental authority.

            3.26.5  SuiteSpeed  is not now and has never  been a "United  States
real property holding corporation",  as defined in Section 897(c)(2) of the Code
and Section  1.897-2(b) of the regulations  promulgated by the Internal  Revenue
Service.

            3.26.6  Except as set  forth in  Section  3.26.6  of the  SuiteSpeed
Disclosure Schedule,  no sales, use, transfer or documentary Tax will be imposed
upon the  Surviving  Corporation  or RMLX by virtue  of any of the  transactions
contemplated by this Agreement.

            3.26.7  SuiteSpeed has filed all escheat returns that it is required
to file and such returns were,  when filed,  accurate in all material  respects.
SuiteSpeed has no material escheat liabilities.

            3.26.8 SuiteSpeed (i) has complied in all material respects with all
applicable laws,  rules and regulations  relating to the payment and withholding
of Taxes from the wages or salaries of employees  and  independent  contractors,
(ii) has paid over to the proper  governmental  authorities all amounts required
to be so  withheld  and (iii) is not liable for any Taxes for  failure to comply
with such laws, rules and regulations.

            3.26.9  SuiteSpeed has not filed any consent under Section 341(f) of
the Code concerning collapsible corporations.

            3.26.10 SuiteSpeed is not a party to any agreement that provides for
the payment of any amount that, if paid, would be nondeductible  (in whole or in
part) pursuant to Section 280G of the Code in connection  with the  consummation
of the Merger or otherwise.


                                      -27-
<PAGE>

            3.26.11  SuiteSpeed  is not now, and has never been, a member of any
group filing Tax Returns on an affiliated,  combined,  consolidated,  unitary or
similar  basis.  SuiteSpeed is not a party to any Tax  allocation or Tax sharing
agreement,  nor does  SuiteSpeed have any liability for any Taxes for any Person
or entity other than  SuiteSpeed as a transferee or successor,  by contract,  or
otherwise.

      3.27  Litigation.  Except as set forth in Section  3.27 of the  SuiteSpeed
Disclosure Schedule,  there are no legal,  administrative,  arbitration or other
proceedings or claims pending or, to SuiteSpeed's knowledge, threatened, against
SuiteSpeed,  nor is SuiteSpeed  subject to any existing  order or judgment other
than any orders and judgments which,  individually or in the aggregate,  are not
reasonably likely to have a SuiteSpeed Material Adverse Effect.

      3.28 Adverse Business Changes.  Except as set forth in Section 3.28 of the
SuiteSpeed Disclosure Schedule, since the date of the SuiteSpeed Current Balance
Sheet (the "SuiteSpeed Statement Date") there has not been:

            3.28.1 Any material adverse change in the working capital, financial
condition,   assets,  liabilities  (whether  absolute,  accrued,  contingent  or
otherwise), reserves, operating profits, or business of SuiteSpeed;

            3.28.2  Any  damage,  destruction  or  loss  to  SuiteSpeed  or  its
properties  (whether  or not  covered by  insurance)  materially  and  adversely
affecting SuiteSpeed;

            3.28.3 Any disposition, mortgage, pledge, or subjection to any Lien,
claim,  charge or option of any property or asset of SuiteSpeed,  any commitment
made or liability  incurred by SuiteSpeed,  or any cancellation or compromise of
any  debt or claim of  SuiteSpeed,  otherwise  than in the  ordinary  course  of
business;

            3.28.4 Any dividend or distribution  declared,  set aside or paid in
respect of SuiteSpeed's  capital stock or any repurchase by SuiteSpeed of shares
of its capital stock;

            3.28.5 Any employment  contract  entered into by SuiteSpeed;  or any
increase or decrease in the rates of  compensation  payable by SuiteSpeed to any
of its  officers,  directors,  employees  or  agents  over or under the rates in
effect during the 12 months ended on the SuiteSpeed  Statement Date,  other than
general  increases made in accordance with past practices;  or any  declaration,
payment,  commitment, or obligation of any kind for the payment by SuiteSpeed of
any bonus,  other than bonuses paid in the ordinary  course of business,  or any
implementation,  modification,  amendment  or  termination  of  any  retirement,
termination,  severance or other benefits to officers,  directors,  employees or
agents of SuiteSpeed;

            3.28.6 Any amendment,  termination or threatened  termination of any
material contract, agreement, insurance policy, plan, lease, or license to which
SuiteSpeed is a party or by which SuiteSpeed may be bound, otherwise than in the
ordinary course of business;

            3.28.7  Any  material  change  in  SuiteSpeed's   methods  of  doing
business;

            3.28.8 Any  distribution  or disposition of assets other than in the
ordinary course of business;


                                      -28-
<PAGE>

            3.28.9 Any termination of any permit or license issued to SuiteSpeed
or to any of its  employees  or agents  upon  which a  material  portion  of the
SuiteSpeed Business is dependent; or

            3.28.10 To SuiteSpeed's  knowledge,  any statute,  order,  judgment,
writ,  injunction,  decree,  permit,  rule or  regulation  of any  court  or any
governmental  or regulatory body adopted or entered or proposed to be adopted or
entered which is reasonably likely to have a SuiteSpeed Material Adverse Effect.

      3.29  Brokerage.  No broker or finder has rendered  services to SuiteSpeed
or, to  SuiteSpeed's  knowledge,  to any stockholder of SuiteSpeed in connection
with this Agreement or the transactions contemplated hereby. Section 3.29 of the
SuiteSpeed  Disclosure  Schedule identifies any agreement executed by SuiteSpeed
which will obligate SuiteSpeed or any of its successors or Affiliates to pay any
brokerage or finder's fee in the future with respect to any type of  commercial,
corporate,  financial,   acquisition,   banking,  borrowing  or  other  business
transaction.

      3.30  SuiteSpeed  Disclosure  Schedule.  All of the facts  recited  in the
SuiteSpeed  Disclosure  Schedule,  except  to the  extent  otherwise  explicitly
qualified  therein,  shall be  deemed  to be  representations  of fact as though
recited in this Article III.

      3.31 Full Disclosure.  No  representation or warranty made in this Article
III  contains  any  untrue  statement  of a  material  fact or  omits to state a
material fact necessary to make the statements contained herein not misleading.

                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF RMLX

      For purposes of each of the  representations in this Article IV other than
the  representations in Sections 4.1, 4.2.1, 4.3, and 4.5, any reference to RMLX
shall  constitute  a reference  to RMLX and each of its  Subsidiaries.  RMLX and
Subcorp represent and warrant to SuiteSpeed as follows:

      4.1 Organization.

            4.1.1  RMLX  and  each of its  Subsidiaries  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State in
which it was organized and has the power and authority to own, lease and operate
its  properties  and to conduct its business as presently  conducted  (the "RMLX
Business").  RMLX and each of its  Subsidiaries  is duly  qualified  to transact
business as a foreign  corporation and is in good standing in each  jurisdiction
in which the conduct of its business or the  ownership,  leasing or operation of
its property requires such qualification, except for failures to be so qualified
or in good standing  which would not,  singly or in the aggregate  with all such
other failures, have a RMLX Material Adverse Effect. Neither RMLX nor any of its
Subsidiaries has any liability or obligation relating to any failure in the past
to  qualify to do  business  in any  jurisdiction  other  than  liabilities  and
obligations  reflected in RMLX's consolidated balance sheet as of March 31, 2005
(the  "RMLX  Current  Balance  Sheet"),  a copy of which is set forth in Section
4.1.1   of  the   disclosure   schedule   delivered   by  RMLX   to   SuiteSpeed
contemporaneously  with the execution of this  Agreement  (the "RMLX  Disclosure
Schedule").  Neither RMLX nor any of its  Subsidiaries is in violation of any of
the provisions of its organizational documents. True and complete copies of such
organizational documents, as currently in effect, have previously been delivered
to SuiteSpeed's counsel.


                                      -29-
<PAGE>

            4.1.2 Section 4.1.2 of the RMLX Disclosure Schedule lists each stock
purchase  agreement,  registration  rights agreement,  stockholders'  agreement,
voting rights agreement,  investor agreement and other agreement entered into by
RMLX in connection  with the issuance of any shares of RMLX Common  Stock.  True
and complete  copies of each of the agreements  listed in such Section 4.1.2 are
publicly available on the website of the Securities and Exchange Commission .

      4.2 Capitalization; Funded Debt.

            4.2.1 As of the date hereof,  the  authorized  capital stock of RMLX
consists solely of 245,000,000  shares of RMLX Common Stock and 5,000,000 shares
of preferred stock, par value $.20 per share (the "RMLX Preferred Stock"). As of
May 31,  2005,  there were  104,441,799  shares of RMLX Common Stock and 720,000
shares of RMLX Preferred Stock outstanding,  no shares of RMLX Common Stock were
held in  RMLX's  treasury  and no shares of RMLX  Preferred  Stock  were held in
RMLX's treasury.  As of May 31, 2005, 7,680,000 shares of RMLX Common Stock were
reserved for issuance upon the exercise of outstanding stock options, 29,343,427
shares of RMLX Common  Stock were  reserved  for  issuance  upon the exercise of
outstanding  warrants and  14,666,666  shares of RMLX Common Stock were reserved
for  issuance  upon the  conversion  of the  principal  amount  ($1,100,000)  of
outstanding  debentures.  Such  debentures  bear  interest  at a rate of 11% per
annum;  the interest  obligation on these  debentures may also be converted into
RMLX Common Stock at a similar  conversion ratio. Each outstanding share of RMLX
Common Stock is, and all shares of RMLX Common Stock to be issued in  connection
with the transactions  contemplated  hereby will be, duly authorized and validly
issued,  fully paid and nonassessable,  with no personal liability  attaching to
the  ownership  thereof.  As of the date  hereof,  except for (a) stock  options
issuable  pursuant to stock option plans adopted or assumed by RMLX, (b) options
and warrants to purchase RMLX Common Stock and debentures  convertible into RMLX
Common  Stock  described  in  Sections  4.2.1  and 4.22 of the  RMLX  Disclosure
Schedule,  (c) matters  disclosed  in RMLX's SEC  Reports,  (d) shares  issuable
pursuant to other benefit plans adopted by RMLX and (e) shares issuable pursuant
to this  Agreement,  RMLX does not have,  and is not bound by,  any  outstanding
subscriptions,  options,  warrants,  calls,  commitments  or  agreements  of any
character  calling  for the  purchase  or  issuance of any shares of RMLX Common
Stock or RMLX  Preferred  Stock or any other  equity  securities  of RMLX or any
securities representing the right to purchase or otherwise receive any shares of
RMLX Common Stock or RMLX Preferred Stock.

            4.2.2  Except as set forth in Section  4.2.2 of the RMLX  Disclosure
Schedule,  RMLX has no term or funded debt,  debt to banks or debt to Affiliates
(the  "RMLX  Debt").  Such  Section  4.2.2  lists  each loan  agreement,  credit
agreement,  mortgage,  indenture,  promissory note,  security agreement or other
agreement or instrument to which RMLX is a party evidencing term or funded debt,
debt to banks or debt to Affiliates, true and complete copies of which have been
delivered  to  SuiteSpeed's  counsel  prior to the date  hereof or are  publicly
available on the website of the  Securities and Exchange  Commission.  Except as
set forth in such Section 4.2.2 of the RMLX  Disclosure  Schedule,  no event has
occurred which (whether with or without  notice,  lapse of time or the happening
or occurrence  of any other event) would  constitute a default by RMLX under any
agreement or other instrument  relating to any funded debt, bank loan or debt to
Affiliates  listed in such Section 4.2.2 of the RMLX  Disclosure  Schedule which
has not been cured or waived (true and complete  copies of which waivers are set
forth in such Section 4.2.2 of the RMLX Disclosure Schedule).

            4.2.3  Except as set forth in Section  4.2.3 of the RMLX  Disclosure
Schedule, RMLX has not guaranteed the obligations of any third-party,  including
any joint  venture,  any officer,  director or shareholder of RMLX or any entity
affiliated with any such officer, director or shareholder.


                                      -30-
<PAGE>

            4.2.4 There are no declared  and unpaid  dividends  on any shares of
RMLX's capital stock.

      4.3 Subsidiaries; Acquisitions; Dispositions; Jurisdictions.

            4.3.1 RMLX does not directly or indirectly  own or control,  and has
never directly owned or controlled,  any Subsidiary  other than the Subsidiaries
listed in Section 4.3.1 of the RMLX Disclosure Schedule.

            4.3.2 Other than with respect to the Subsidiaries  listed in Section
4.3.1 of the RMLX Disclosure  Schedule,  RMLX does not,  directly or indirectly,
(i) own of record or beneficially  (A) any shares of capital stock or securities
convertible  into  capital  stock of any  other  corporation  or (B) any  equity
interest in any partnership,  joint venture,  limited liability company or other
business  enterprise or (ii) own or control any other  entity.  Since January 1,
1999, RMLX has not acquired the capital stock or assets of any business  entity,
or invested in any partnership,  limited partnership, limited liability company,
joint  venture  or  other  business  entity  other  than  with  respect  to  the
Subsidiaries listed in Section 4.3.1 of the SuiteSpeed Disclosure Schedule.

            4.3.3  There  are no  agreements  between  RMLX and any  third-party
relating to the operation, governance, ownership or other material aspect of any
joint venture.

            4.3.4  Except as set forth in Section  4.3.4 of the RMLX  Disclosure
Schedule,  RMLX has not,  since  its  formation,  purchased,  sold or  otherwise
disposed  of any  assets  or entity  otherwise  than in the  ordinary  course of
business.

      4.4 Intellectual Property.

            4.4.1  For  the  purposes  of  this  Agreement,  "RMLX  Intellectual
Property" shall mean any  Intellectual  Property that is owned by or licensed to
RMLX.

            4.4.2  Section  4.4.2  of the RMLX  Disclosure  Schedule  lists  all
Registered  Intellectual  Property, in whole or in part owned by or filed in the
name of RMLX ("RMLX Registered Intellectual Property").

            4.4.3  Each  item of  RMLX  Intellectual  Property  owned  by  RMLX,
including all RMLX Registered  Intellectual  Property listed in Section 4.4.2 of
the RMLX  Disclosure  Schedule,  is free  and  clear of all  Liens,  other  than
end-user  licenses  granted  by RMLX  pursuant  to a standard  form of  end-user
license,  a true and  complete  copy of which,  if  applicable,  is set forth in
Section 4.4.3 of the RMLX Disclosure Schedule.

            4.4.4 RMLX owns exclusively,  and has good title to, all copyrighted
works that are software  products of RMLX or other works of authorship that RMLX
otherwise purports to own, except for immaterial portions of freeware.

            4.4.5 Except for end-user  licenses  granted by RMLX pursuant to its
standard  form of end-user  license,  if  applicable,  RMLX has not  transferred
ownership of, or granted any license or right to use, any Intellectual  Property
that is, or was,  RMLX  Intellectual  Property to any other  person or knowingly
permitted  RMLX's  rights in such RMLX  Intellectual  Property to lapse or enter
into the public domain.


                                      -31-
<PAGE>

            4.4.6   The  RMLX   Intellectual   Property   constitutes   all  the
Intellectual  Property  used in the conduct of the RMLX  Business  as  currently
conducted including (i) the making,  using,  selling,  marketing or importing of
any product or device,  (ii) the practice of any process,  (iii) the offering or
performance  of  any  service,  or  (iv)  the  copying,  display,   performance,
distribution,  creation  of  derivative  works of, or the  exploitation  of, any
device or work.

            4.4.7 There are no  contracts,  licenses or  agreements  (other than
object code end-user licenses available to the general public) pursuant to which
any person,  including  any Affiliate of RMLX (other than a Subsidiary of RMLX),
has licensed any Intellectual Property to RMLX.

            4.4.8 There are no  contracts,  licenses or  agreements  pursuant to
which RMLX has licensed or  transferred  to any third person or any Affiliate of
RMLX any material  RMLX  Intellectual  Property  (other than  end-user  licenses
granted by RMLX pursuant to its standard form of end-user license).

            4.4.9 The  consummation  of the  transactions  contemplated  by this
Agreement  will not cause or  obligate  RMLX (i) to grant to any third party any
rights or licenses with respect to any RMLX Intellectual Property or (ii) to pay
any  royalties  or other  amounts in excess of those being paid by RMLX prior to
the date hereof.

            4.4.10 There are no  agreements,  licenses or contracts  pursuant to
which RMLX has agreed to  indemnify,  hold  harmless,  or otherwise  agree to be
liable for any  losses,  costs or damages of a third  party with  respect to any
Intellectual Property or product or service of RMLX.

            4.4.11 All material RMLX Intellectual  Property,  including any item
thereof,  is  fully  transferable,  alienable  or  licensable  by  RMLX  without
restriction and without payment of any kind to any third party.

            4.4.12 The  consummation  of the  transactions  contemplated by this
Agreement  will not result in the loss of, or otherwise  adversely  affect,  any
ownership  rights  of RMLX in any RMLX  Intellectual  Property  or result in the
breach or termination  of any license,  contract or agreement to which RMLX is a
party respecting any material RMLX Intellectual Property.

            4.4.13 To the knowledge of RMLX, the operation of the RMLX Business,
including (i) the making, using, selling,  marketing or importing of any product
or device,  (ii) the practice of any process,  (iii) the offering or performance
of any  service,  or  (iv)  the  copying,  display,  performance,  distribution,
creation of derivative  works of, or the exploitation of any device or work does
not infringe or misappropriate the Intellectual Property of any Person,  violate
the rights of any Person,  or constitute  unfair  competition or trade practices
under the laws of any  jurisdiction,  and RMLX has not received  written  notice
from any Person claiming that such operation or any act, product,  technology or
service of the RMLX  Business  infringes  or  misappropriates  the  Intellectual
Property of any Person or  constitutes  unfair  competition  or trade  practices
under the laws of any jurisdiction.  To RMLX's knowledge, (i) the making, using,
selling,  marketing  or  importing  of any  product  or device  currently  under
development  by  RMLX,  (ii)  the  practice  of  any  process   currently  under
development by RMLX, (iii) the offering or performance of any service  currently
under  development  by  RMLX,  or  (iv)  the  copying,   display,   performance,
distribution, creation of derivative works of, or the exploitation of any device
or work currently under development by RMLX, does not infringe or misappropriate
the Intellectual  Property of any person,  violate the rights of any Person,  or
constitute  unfair  competition  or  trade  practices  under  the  laws  of  any
jurisdiction,  and RMLX has not received written notice from any Person claiming
that such operation or any act, product,  technology or service  misappropriates
the  Intellectual  Property of any Person or constitutes  unfair  competition or
trade practices under the laws of any jurisdiction.


                                      -32-
<PAGE>

            4.4.14 There are no contracts,  licenses or agreements  between RMLX
and any other  Person with  respect to RMLX  Intellectual  Property  under which
there is any  litigation or other legal  proceeding  known to RMLX regarding the
scope of such agreement or performance under such contract, license or agreement
including  with  respect  to  any  payments  to be  made  or  received  by  RMLX
thereunder.

            4.4.15  To the  knowledge  of  RMLX,  no  person  has  infringed  or
misappropriated,  or is infringing or  misappropriating,  any RMLX  Intellectual
Property owned by RMLX.

            4.4.16 Each material item of RMLX Registered  Intellectual  Property
is valid and  subsisting,  all necessary  registration,  maintenance and renewal
fees currently due in connection with such RMLX Registered Intellectual Property
have been made and all necessary  documents,  recordations  and  certificates in
connection with such RMLX Registered  Intellectual Property have been filed with
the relevant  patent,  copyright,  trademark or other  authorities in the United
States  or  foreign  jurisdictions,  as the case  may be,  for the  purposes  of
maintaining such RMLX Registered Intellectual Property.

            4.4.17  RMLX  has  not  claimed  small  business  status,  or  other
particular  status  in the  application  for any  RMLX  Registered  Intellectual
Property  which  claim of  status  was false at the time made or which has since
become  inaccurate  or false or that will no longer  be true and  accurate  as a
result of the consummation of the Merger.

            4.4.18  Except for those  items  owned by third  parties  immaterial
portions of  freeware,  all  software  products of RMLX were written and created
solely  by  either  (i)  employees  of RMLX  acting  within  the  scope of their
employment,  or (ii) by third  parties who have  validly  assigned  all of their
rights, including Intellectual Property rights, in such products to RMLX, and no
third party owns any Intellectual Property rights to such software products.

            4.4.19 RMLX has not misrepresented or failed to disclose, and is not
aware  of  any   misrepresentation   or  failure  to  disclose,   any  facts  or
circumstances in any application for any RMLX Registered  Intellectual  Property
that would constitute fraud or a material misrepresentation with respect to such
application or that would otherwise effect the validity or enforceability of any
RMLX Registered Intellectual Property.

            4.4.20 RMLX has taken all steps  reasonable and customary  under the
circumstances  to protect the  confidentiality  and trade  secret  status of any
material  confidential  information  of RMLX,  and RMLX knows of no  instance in
which a third party has had access to the material  confidential  information of
RMLX for  which it could  be  claimed  that  RMLX  has  failed  to  protect  the
confidentiality of any material confidential information of RMLX.

            4.4.21 No employees of RMLX have entered into  agreements  with RMLX
sufficient to vest title in RMLX to any  Intellectual  Property  created by such
employee in the scope of his or her employment with RMLX.


                                      -33-
<PAGE>

      4.5 Authority Relative to this Agreement;  Enforceability.  Subject to the
receipt of any  governmental  approvals  and  approval  of RMLX's and  Subcorp's
stockholders,  if necessary,  the  execution,  delivery and  performance of this
Agreement are within the  corporate  power and authority of RMLX and Subcorp and
have been duly authorized by all requisite corporate action on the part of RMLX.
This  Agreement is a legal,  valid and binding  obligation  of RMLX and Subcorp,
enforceable  against  each of RMLX and  Subcorp  in  accordance  with its terms,
except insofar as its enforcement may be limited by (a) bankruptcy,  insolvency,
moratorium  or similar laws  affecting  the  enforcement  of  creditors'  rights
generally and (b) equitable  principles  limiting the  availability of equitable
remedies.  All persons who executed this Agreement on behalf of RMLX and Subcorp
have been duly authorized to do so.

      4.6 Compliance with Other  Instruments;  Consents.  Except as set forth in
Section 4.6 of the RMLX Disclosure Schedule,  neither the execution and delivery
of this Agreement by RMLX nor the consummation of the transactions  contemplated
hereby will:

            4.6.1  conflict  with,  or result in a breach of any  provision  of,
RMLX's Certificate of Incorporation, by-laws or other organizational documents;

            4.6.2  violate,  or  conflict  with,  or  result  in a breach of any
provision  of, or  constitute a default (or an event  which,  with the giving of
notice, the passage of time or otherwise,  would constitute a default) under, or
entitle any party (with the giving of notice,  the passage of time or otherwise)
to  terminate,  accelerate,  modify  or call a default  under,  or result in the
creation of any Lien upon any of the properties or assets of RMLX under,  any of
the terms, conditions or provisions of any note, bond, mortgage, indenture, deed
of trust, license, contract,  undertaking,  agreement, lease or other instrument
or obligation to which RMLX is a party;

            4.6.3 violate any order, writ, injunction,  decree, statute, rule or
regulation applicable to RMLX, its properties or its assets; or

            4.6.4 require any action or consent or approval of, or review by, or
registration or filing by RMLX or any of its Affiliates with, any third party or
any  governmental  authority,  other  than (i)  registrations  or other  actions
required under federal and state  securities  laws as are  contemplated  by this
Agreement,  or (ii) the  filing of the  Certificate  of Merger  pursuant  to the
Statute,  except, in the case of Sections 4.6.2, 4.6.3 and 4.6.4, for any of the
foregoing that,  individually or in the aggregate,  is not reasonably  likely to
have a RMLX Material Adverse Effect.

      4.7 Compliance with Applicable Laws. RMLX is in compliance in all material
respects  with all Laws and,  since  January 1, 2002,  RMLX has not received any
notice or advice to the  contrary.  All reports  relating to RMLX required to be
filed  since  January 1, 2003 with any  governmental  authority,  including  any
governmental  authority issuing licenses or  qualifications to acquire,  import,
export,  manufacture,  assemble or sell various classes and types of products or
services  sold by RMLX,  have been timely  filed and all  information  contained
therein is true and correct in all material respects.

      4.8 RMLX SEC Documents and Other Public  Disclosures.  RMLX has filed with
the SEC all forms, reports,  schedules,  statements and other documents required
to be filed by it since  January 1, 2003 under the Exchange  Act and  Securities
Act (such  documents,  as  supplemented  and  amended  since the time of filing,
collectively,  the "RMLX SEC Documents"). The RMLX SEC Documents,  including any
financial  statements or schedules  included therein,  at the time filed (a) did
not contain any untrue  statement of a material fact or omit to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and (b)  complied  in all  material  respects  with the  applicable


                                      -34-
<PAGE>

requirements of the Securities  Act,  Exchange Act and the rules and regulations
promulgated  thereunder.  The financial  statements of RMLX included in the RMLX
SEC  Documents at the time filed  complied as to form in all  material  respects
with  applicable  accounting  requirements  and with  the  published  rules  and
regulations of the SEC with respect  thereto,  were prepared in accordance  with
GAAP applied on a consistent basis during the periods involved (except as may be
indicated  in the notes  thereto  or, in the case of  unaudited  statements,  as
permitted by Form 10-Q of the SEC), and fairly present (subject,  in the case of
unaudited statements,  to normal,  recurring audit adjustments) the consolidated
financial  position of RMLX and its  consolidated  subsidiaries  as at the dates
thereof and the consolidated  results of their operations and cash flows for the
periods then ended. Except as and to the extent reflected, disclosed or reserved
against in the RMLX Current Balance Sheet, as of the date thereof,  RMLX did not
have any  liabilities,  whether  absolute,  accrued,  contingent  or  otherwise,
material to the consolidated  financial condition of RMLX which were required to
be so disclosed under GAAP.

      4.9  Taxes.  Except as set  forth in  Section  4.9 of the RMLX  Disclosure
Schedule:

            4.9.1 All of RMLX's Taxes have been paid in full to the  appropriate
governmental authorities or fully accrued or provided for with respect to fiscal
periods  covered by the RMLX financial  statements  included within the RMLX SEC
Documents.  All of RMLX filed Tax Returns were (or in the case of Tax Returns to
be filed  subsequent  to the date  hereof,  will be) correct and complete in all
material respects when filed.

            4.9.2  Section 4.9 of the RMLX  Disclosure  Schedule  sets forth the
extent to which,  to RMLX's  knowledge,  RMLX's Tax Returns have been  examined,
audited or  investigated  by any  governmental  authority and the results of any
such  examination,  audit or  investigation.  No assessments or additional Taxes
have been proposed or threatened  against RMLX or any of its assets  pursuant to
any such examination.  RMLX has not waived any statute of limitations in respect
of Taxes or agreed to any extension of time with respect to a Tax  assessment or
deficiency.  No  issue  has  been  raised  in any  such  examination,  audit  or
investigation  which can reasonably be expected to result in a deficiency in any
years not covered by that examination,  audit or investigation.  Adjustments, if
any, to all such Tax Returns have been agreed upon and paid by RMLX or are being
contested as indicated in Section 4.9 of the RMLX Disclosure Schedule.

            4.9.3  To the  best  of  RMLX's  knowledge,  there  are  no  pending
investigations of RMLX or its Tax Returns by any taxing authority, and there are
no Tax Liens on any of RMLX's assets.

            4.9.4  Except as set forth in Section  4.9.4 of the RMLX  Disclosure
Schedule,  there are no elections which RMLX has made with respect to the income
Tax  treatment of any items which  cannot be revoked  without the consent of the
applicable governmental authority.

            4.9.5  RMLX is not now and has  never  been a  "United  States  real
property holding  corporation",  as defined in Section 897(c)(2) of the Code and
Section  1.897-2(b)  of the  regulations  promulgated  by the  Internal  Revenue
Service.

            4.9.6 RMLX has filed all escheat returns that it is required to file
and such returns were, when filed,  accurate in all material respects.  RMLX has
no material escheat liabilities.

            4.9.7 RMLX (i) has  complied  in all  respects  with all  applicable
laws,  rules and  regulations  relating to the payment and  withholding of Taxes
from the wages or salaries of employees and  independent  contractors,  (ii) has
paid over to the proper  governmental  authorities all amounts required to be so
withheld  and (iii) is not liable for any Taxes for  failure to comply with such
laws, rules and regulations.


                                      -35-
<PAGE>

            4.9.8 RMLX has not filed any  consent  under  Section  341(f) of the
Code concerning collapsible corporations.

            4.9.9  RMLX is not now,  and has never  been,  a member of any group
filing Tax Returns on an affiliated, combined, consolidated,  unitary or similar
basis. RMLX is not a party to any Tax allocation or Tax sharing  agreement,  nor
does RMLX have any  liability  for any Taxes for any Person other than RMLX as a
transferee or successor, by contract, or otherwise.

      4.10  Litigation.  Except  as set  forth  in  Section  4.10  of  the  RMLX
Disclosure Schedule,  there are no legal,  administrative,  arbitration or other
proceedings or claims pending or, to RMLX's knowledge, threatened, against RMLX,
nor is RMLX subject to any existing  order or judgment other than any orders and
judgments which,  individually or in the aggregate, are not reasonably likely to
have a RMLX Material Adverse Effect.

      4.11 Adverse Business Changes.  Except as set forth in Section 4.11 of the
RMLX Disclosure Schedule,  since the date of the RMLX Current Balance Sheet (the
"RMLX Statement Date") there has not been:

            4.11.1 Any material adverse change in the working capital, financial
condition,   assets,  liabilities  (whether  absolute,  accrued,  contingent  or
otherwise), reserves, operating profits, or business of RMLX, other than changes
in the ordinary course of business; or

            4.11.2 Any  damage,  destruction  or loss to RMLX or its  properties
(whether or not covered by insurance) materially and adversely affecting RMLX.

      4.12 Brokerage.  No broker or finder has rendered  services to RMLX or, to
RMLX's  knowledge,  to any stockholder of RMLX in connection with this Agreement
or the transactions contemplated hereby.

      4.13  RMLX  Disclosure  Schedule.  All of the  facts  recited  in the RMLX
Disclosure  Schedule,  except  to  the  extent  otherwise  explicitly  qualified
therein, shall be deemed to be representations of fact as though recited in this
Article IV.

      4.14 Full Disclosure.  No  representation or warranty made in this Article
IV contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained herein not misleading.

                                    ARTICLE V

                            COVENANTS OF THE PARTIES

      5.1 Employees and Employee  Benefits.  From and after the Effective  Time,
RMLX shall treat all service by SuiteSpeed  Employees with  SuiteSpeed  prior to
the  Effective  Time for all purposes as service with RMLX (except to the extent
such treatment would result in duplicative  accrual on or after the Closing Date
of benefits for the same period of service), and, with respect to any medical or
dental  benefit  plan  in  which  SuiteSpeed  Employees  participate  after  the
Effective  Time,  RMLX  shall  waive  or  cause to be  waived  any  pre-existing


                                      -36-
<PAGE>

condition exclusions and actively-at-work  requirements (provided, however, that
no such  waiver  shall  apply  to a  pre-existing  condition  of any  SuiteSpeed
Employee who was, as of the Effective  Time,  excluded from  participation  in a
benefit plan by virtue of such pre-existing  condition),  and shall provide that
any covered  expenses  incurred on or before the Effective  Time by a SuiteSpeed
Employee  or a  SuiteSpeed  Employee's  covered  dependent  shall be taken  into
account for  purposes  of  satisfying  applicable  deductible,  coinsurance  and
maximum out-of-pocket  provisions after the Effective Time to the same extent as
such  expenses  are taken into  account  for the benefit of  similarly  situated
employees of RMLX and  Subsidiaries  of RMLX.  For purposes of this Section 5.1,
"SuiteSpeed  Employees"  shall mean  persons who are,  immediately  prior to the
Effective  Time,  employees of SuiteSpeed and who become or remain,  immediately
after the Effective Time, employees of the Surviving Corporation or RMLX.

      5.2  Indebtedness  to First  National  Bank of  Colorado.  SuiteSpeed  has
delivered to RMLX a letter, executed by First National Bank of Colorado, stating
that the Merger will not result in an acceleration of the  indebtedness  arising
under a $300,000  promissory note given by SuiteSpeed to such bank and providing
for  the  indebtedness   payable   thereunder  to  be  paid  in  twelve  monthly
installments  of $10,000 each  commencing in September 2005, with the balance of
the note being payable in September 2006.

      5.3 Registration of Stock Options. Promptly after the Effective Time, RMLX
shall use its  Reasonable  Best Efforts to register under the Securities Act the
shares  issuable upon exercise of the stock options  assumed by RMLX pursuant to
Section  2.15,  and to keep such  registration  in effect until such time as all
such stock options shall have been exercised or shall have terminated.

      5.4 Michael  Wasik.  From and after the  Effective  Time and until the FNB
Notes are paid in full, RMLX hereby agrees to cause the Surviving  Corporation's
board of directors to be comprised at all times of at least three  directors and
to take all actions  necessary and proper to nominate and elect Michael Wasik to
be one of such directors promptly after the Effective Time and at each annual or
special  meeting,  or  pursuant  to any  written  action in lieu of an annual or
special meeting,  at which directors of the Surviving  Corporation are nominated
or elected,  as applicable.  From and after the Effective Time and until the FNB
Notes are paid in full,  without the prior  unanimous  consent of the  Surviving
Corporation's board of directors, RMLX shall not, directly or indirectly,  cause
the Surviving  Corporation,  or otherwise permit the Surviving  Corporation,  to
declare bankruptcy,  dissolve,  voluntarily liquidate or voluntarily wind up its
affairs.

                                   ARTICLE VI

                              CLOSING DELIVERABLES

      6.1 Tax  Opinion.  At the  Closing,  (i)  Lowenstein  Sandler  PC (in such
capacity,  "Tax Counsel") shall deliver to SuiteSpeed and RMLX an opinion to the
effect that the Merger will constitute a reorganization  under Section 368(a) of
the  Code and (ii)  RMLX  and  SuiteSpeed  shall  deliver  to Tax  Counsel  such
representation  letters as such Tax Counsel may  reasonably  request in order to
enable Tax Counsel to deliver such opinion.

      6.2 Documents to be Delivered by  SuiteSpeed.  At the Closing,  SuiteSpeed
shall deliver to RMLX the following:


                                      -37-
<PAGE>

            6.2.1 a certificate of the chief executive officer,  chief financial
officer or chief operating officer of SuiteSpeed, dated the Closing Date, to the
effect  that (1) the person  signing  such  certificate  is  familiar  with this
Agreement   and  (2)  to  the  best  of  such   person's   knowledge,   (a)  the
representations  and  warranties of SuiteSpeed set forth in Article III are true
and correct in all material respects (other than  representations and warranties
which are qualified as to  materiality,  which  representations  and  warranties
shall be true in all  respects) on the Closing Date (except for  representations
and warranties made as of a specified  date,  which shall be measured only as of
such specified date), (b) SuiteSpeed has performed in all material respects each
obligation  and  agreement  and has complied in all material  respects with each
covenant to be  performed  and  complied  with by it under this  Agreement at or
prior to the  Closing and (c) during the period  from the  SuiteSpeed  Statement
Date through the Closing Date, there has not occurred any act, event or omission
resulting in a SuiteSpeed Material Adverse Effect;

            6.2.2 all authorizations, consents, waivers or approvals required in
connection  with the  execution,  delivery and  performance of this Agreement by
SuiteSpeed;

            6.2.3 the written  resignations  (in form and  substance  reasonably
satisfactory  to RMLX) of each of the  directors of  SuiteSpeed  who will not be
directors of the Surviving Corporation, effective as of the Closing;

            6.2.4 the  following  documents,  each of which shall be executed by
stockholders  of  SuiteSpeed  owning at least 98% of the  outstanding  shares of
SuiteSpeed Common Stock: (a) the SuiteSpeed  Stockholder  Consents,  in the form
annexed  hereto as  Appendix  6.2.4A and (b) an  investment  letter and  joinder
agreement, in the form annexed hereto as Appendix 6.2.4B; and

            6.2.5  the  executed  262  Letter,  in the form  annexed  hereto  as
Appendix 6.2.5.

      6.3  Documents to be Delivered by Michael  Wasik.  To induce RMLX to enter
into this Agreement, Michael Wasik has agreed that at the Closing, Michael Wasik
shall deliver to RMLX the following:

            6.3.1 the promissory notes payable to Michael Wasik by SuiteSpeed in
the aggregate  principal  amount of $170,000,  which  promissory  notes shall be
canceled at the Closing in  consideration  of the  issuance to Michael  Wasik by
RMLX at the  Closing  of a number of shares of RMLX  Common  Stock  equal to the
aggregate principal amount plus all accrued and unpaid interest owing under such
promissory  notes as of the Closing  Date  divided by the average of the Average
Market  Prices  for the last five  trading  days  ending  two days  prior to the
Closing Date;

            6.3.2 an executed employment agreement (the "Employment  Agreement")
with RMLX, in the form annexed hereto as Appendix 6.3.2; and

            6.3.3 an investment  letter and  cancellation  agreement in form and
substance satisfactory to RMLX (the "Cancellation Agreement").

      6.4 Documents to be Delivered by RMLX. At the Closing,  RMLX shall deliver
to SuiteSpeed or Michael Wasik, as applicable, the following:

            6.4.1 a certificate of the chief executive officer,  chief financial
officer or chief  operating  officer of RMLX,  dated the  Closing  Date,  to the
effect  that (1) the person  signing  such  certificate  is  familiar  with this
Agreement   and  (2)  to  the  best  of  such   person's   knowledge,   (a)  the
representations  and  warranties of RMLX and Subcorp set forth in Article IV are
true and  correct in all  material  respects  (other  than  representations  and


                                      -38-
<PAGE>

warranties  which are qualified as to  materiality,  which  representations  and
warranties  shall be true in all  respects)  on the  Closing  Date  (except  for
representations  and  warranties  made as of a  specified  date,  which shall be
measured only as of such specified date), (b) RMLX and Subcorp have performed in
all material  respects  each  obligation  and agreement and have complied in all
material  respects  with each covenant to be performed and complied with by them
under this  Agreement  at or prior to the Closing and (c) during the period from
January 1, 2005 through the Closing Date,  there has not occurred any act, event
or omission resulting in a RMLX Material Adverse Effect;

            6.4.2 the executed Employment Agreement;

            6.4.3 an executed  registration  rights agreement (the "Registration
Rights  Agreement"),  in the  form  annexed  hereto  as  Appendix  6.4.3,  which
agreement provides piggyback registration rights to the Stockholders,  effective
immediately after the Effective Time; and

            6.4.4 an executed  Cancellation  Agreement and executed letters from
RMLX and its counsel  instructing  RMLX's  transfer  agent to deliver to Michael
Wasik a number of shares of RMLX Common Stock, registered in the name of Michael
Wasik, in  consideration  for the cancellation of the promissory notes described
in  Section  6.3.,  the  exact  number  of  shares  to be as  set  forth  in the
Cancellation Agreement.

      6.5 Promptly after the Effective Time, RMLX shall cause its transfer agent
to deliver to Michael Wasik a number of shares of RMLX Common Stock,  registered
in the name of Michael  Wasik,  in  consideration  for the  cancellation  of the
promissory notes described in Section 6.3.1, the exact number of shares to be as
set forth in the Cancellation Agreement.

                                   ARTICLE VII

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

      7.1 Survival of Representation  and Warranties.  The  representations  and
warranties of the Parties  contained in this Agreement  (including the schedules
to  the  Agreement  which  are  hereby  incorporated  by  reference)  and in any
instrument delivered pursuant to this Agreement shall not survive for any period
following  the  Effective  Time.  This Section 7.1 shall not limit any claim for
fraud or any covenant or agreement by the parties which contemplates performance
after the Effective Time.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      8.1  Notices.  All notices or other  communications  required or permitted
hereunder shall be in writing and shall be delivered  personally,  by facsimile,
by overnight  courier or sent by certified or registered mail,  postage prepaid,
and shall be deemed given when so delivered  personally,  or when so received by
facsimile  or  courier,  or if  mailed,  three  calendar  days after the date of
mailing,  as follows (or at such other address for a party as shall be specified
by like notice):


                                      -39-
<PAGE>

      if to RMLX or Subcorp:

      RoomLinX, Inc.
      401 Hackensack Avenue
      Hackensack, New Jersey 07601
      Attention: Frank Elenio, Chief Financial Officer
      Telephone: 201-525-1777, ext. 102
      Facsimile: 201-525-1778

      with a copy (which shall not constitute notice) to :

      Peter H. Ehrenberg
      Lowenstein Sandler PC
      65 Livingston Avenue
      Roseland, New Jersey 07068
      Telephone: 973-597-2350
      Facsimile: 973- 597-2351

      if to SuiteSpeed:

      SuiteSpeed, Inc.
      2150 Sixth Street
      Unit D
      Broomfeld, Colorado  80020
      Attention: Michael Wasik
      Telephone: 303-544-1111
      Facsimile: 303-544-1110

      with a copy (which shall not constitute notice) to :

      Scott A. Berdan
      Hogan & Hartson L.L.P.
      1200 17th Street, Suite 1500
      Denver, Colorado  80202
      Telephone: 303-899-7300
      Facsimile: 303-899-7333

      8.2  Interpretation.  When a  reference  is made in this  Agreement  to an
Article or  Section,  such  reference  shall be to an Article or Section of this
Agreement unless otherwise  indicated.  The headings contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

      8.3  Counterparts.  This Agreement may be executed in counterparts,  which
together shall  constitute one and the same  Agreement.  The parties may execute
more than one copy of the Agreement, each of which shall constitute an original.

      8.4 Entire Agreement. This Agreement (including the appendices,  documents
and other  instruments  referred  to herein)  and the  non-disclosure  agreement
previously executed by SuiteSpeed and RMLX constitute the entire agreement among
the   parties   and   supersede   all  prior   agreements,   understandings   or
representations  by or among the parties,  written and oral, with respect to the
subject matter hereof and thereof.


                                      -40-
<PAGE>

      8.5 No Third Party  Beneficiaries.  Nothing in this Agreement,  express or
implied,   is  intended  or  shall  be  construed  to  create  any  third  party
beneficiaries.

      8.6 Governing Law. Except to the extent that the laws of the  jurisdiction
of  organization  of any  Party,  or any  other  jurisdiction,  are  mandatorily
applicable to the Merger or to matters  arising under or in connection with this
Agreement,  this  Agreement  shall be  governed  by the laws of the State of New
Jersey.

      8.7 Consent to Jurisdiction; Venue; No Trial by Jury.

            8.7.1  Each of the  Parties  irrevocably  submits  to the  exclusive
jurisdiction of the state and federal courts located in the State of New Jersey,
for the purpose of any action or  proceeding  arising out of or relating to this
Agreement  and each of the  Parties  irrevocably  agrees  that all  claims  with
respect to such action or proceeding  shall be heard and determined  exclusively
in any New Jersey  state or federal  court.  Each of the  Parties  agrees that a
final  judgment  in any  action or  proceeding  shall be  conclusive  and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law.

            8.7.2 Each of the Parties irrevocably consents to the service of any
summons and  complaint  and any other  process in any other action or proceeding
relating to the Merger, on behalf of itself or its property,  by the delivery of
copies  of such  process  to such  party in the same  manner  as notice is to be
provided pursuant to Section 8.1. Nothing in this Section 8.7.2 shall affect the
right of any party hereto to serve legal  process in any other manner  permitted
by law.

            8.7.3 Each Party  acknowledges and agrees that any controversy which
may arise under this  Agreement is likely to involve  complicated  and difficult
issues, and therefore each Party hereby irrevocably and  unconditionally  waives
any right such  Party may have to a trial by jury in  respect to any  litigation
directly or  indirectly  arising out of or  relating  to this  Agreement  or the
transactions   contemplated  by  this   Agreement.   Each  Party  certifies  and
acknowledges  that (i) no  representative,  agent or attorney of any other Party
has represented, expressly or otherwise, that such other Party would not, in the
event of litigation,  seek to enforce the foregoing waiver, (ii) each such Party
understands and has considered the implications of this waiver,  (iii) each such
Party makes this waiver  voluntarily,  and (iv) each such Party has been induced
to  enter  into  this  Agreement  by,  among  other  things,   the  waivers  and
certifications in this Section 8.7.3.

      8.8 Specific Performance. The parties hereto agree that irreparable damage
would occur in the event that any of the  provisions of this  Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that,  in addition to any other remedy to which they are
entitled at law or in equity,  the Parties will be entitled to an  injunction or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and provisions hereof.

      8.9 Assignment. Neither this Agreement nor any of the rights, interests or
obligations  hereunder  shall be  assigned  by any of the  Parties  (whether  by
operation of law or otherwise)  without the prior  written  consent of the other
Parties.  Subject to the preceding  sentence,  this  Agreement  shall be binding
upon,  inure to the  benefit  of and be  enforceable  by the  Parties  and their
respective successors and assigns.


                                      -41-
<PAGE>

      8.10  Expenses.  All costs and expenses  incurred in connection  with this
Agreement and the transactions  contemplated hereby and thereby shall be paid by
the Party incurring such expense.

      8.11  Severability.  The invalidity of any portion hereof shall not affect
the validity,  force or effect of the remaining  portions hereof.  If it is ever
held that any restriction  hereunder is too broad to permit  enforcement of such
restriction to its fullest  extent,  such  restriction  shall be enforced to the
maximum extent permitted by law.

      8.12  No  Strict  Construction.  Each  of  RMLX,  Subcorp  and  SuiteSpeed
acknowledges  that this  Agreement  has been  prepared  jointly  by the  parties
hereto, and shall not be strictly construed against any party.

      8.13 Knowledge.  Any representation  made herein which is qualified by the
knowledge of, or notice given to, SuiteSpeed shall refer to the actual knowledge
of, or notice  actually  given to, any of the executive  officers of SuiteSpeed.
Any representation made herein which is qualified by the knowledge of, or notice
given to, RMLX shall refer to the actual  knowledge of, or notice actually given
to, any of the executive officers of RMLX.

      8.14 Termination. Notwithstanding any provision herein to the contrary, it
is acknowledged that (a) the Closing shall not occur and the Merger shall not be
consummated  unless,  prior to the  commencement  of the  Merger  but  after the
execution of this Agreement,  fully executed Stockholder Consent Documents shall
be delivered to RMLX and (b) this Agreement shall terminate,  without  liability
to any party  hereto,  in the event  that  fully  executed  Stockholder  Consent
Documents  are not  delivered  to  RMLX  within  forty-eight  hours  after  this
Agreement is executed.


                                      -42-
<PAGE>

      IN  WITNESS  WHEREOF,  RMLX,  Subcorp  and  SuiteSpeed  have  signed  this
Agreement and Plan of Merger as of the date first written above.

                                            ROOMLINX, INC


                                            By: /s/ Aaron Dobrinsky
                                              ----------------------------------
                                              Name:  Aaron Dobrinsky
                                              Title: Chief Executive Officer


                                            SS-R ACQUISITION CORP.


                                            By: /s/ Aaron Dobrinsky
                                              ----------------------------------
                                              Name:  Aaron Dobrinsky
                                              Title: Chief Executive Officer


                                            SUITESPEED, INC.


                                            By: /s/ Michael Wasik
                                              ----------------------------------
                                              Name:  Michael Wasik
                                              Title: President


                                      -43-
<PAGE>

                               LIST OF APPENDICES

Certificate of Merger                                    Appendix 2.4
Employment Agreement                                     Appendix 6.3.2
Registration Rights Agreement                            Appendix 6.4.3
Stockholder Consent Form                                 Appendix 6.2.4A
Stockholder Investment Letter and Joinder Agreement      Appendix 6.2.4B
         262 Letter                                      Appendix 6.2.5


                                      -44-