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



                  AGREEMENT AND PLAN OF MERGER ("Agreement") made as of this

                                                 ---------

27/th/ day of July, 2000 between (A) Interactive Software, Inc., a Texas

corporation with a principal place of business at 14114 Dallas Parkway Suite

575, Dallas, Texas 75240 ("Company"), (B) Rickey J. Wynn, an individual residing

                           -------

at 5916 Wight Street, Plano, Texas 75093, Kathy L. Blanck, an individual

residing at 6738 Avalon, Dallas, Texas 75214, Meloney Graham, an individual

residing at 2525 Brushwood, Mesquite, Texas 75150, Erin Latham, an individual

residing at 8107 Matchlock Cove, Austin, Texas 78729, and Mitchell Lowe, an

individual residing at 735 South 153 Circle, Omaha, Nebraska 68154 (each a

"Shareholder" and collectively, the "Shareholders"), (C) Interliant Texas, Inc.,

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

a Delaware corporation having an office at Two Manhattanville Road, Purchase,

New York 10577 ("Merger Subsidiary") and (D) Interliant, Inc., a Delaware

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

corporation having an office at Two Manhattanville Road, Purchase, New York

10577 ("Parent").

        ------



                              W I T N E S S E T H :



                  WHEREAS, the Company and Milestone Services, Inc. (the "Other

                                                                          -----

Company") operate an enterprise resource planning solutions, software consulting

-------

and related services business (the Company's business, the "Business", the Other

                                                            --------

Company's business, the "Other Business", and such businesses together, the

"Combined Business");

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



                  WHEREAS,  the  Shareholders  are the holders of all of the

issued and  outstanding  shares of the capital stock of the Company;



                  WHEREAS, the Company owns all of the assets used in or useful

to, the Business;



                  WHEREAS, the Merger Subsidiary is a wholly-owned direct

subsidiary of the Parent;



                  WHEREAS, the parties hereto desire that the Company merge with

and into the Merger Subsidiary upon the terms and subject to the conditions

provided herein (the "Merger");



                  WHEREAS, the parties intend that the transaction contemplated

under this Agreement will qualify as a tax-free reorganization pursuant to

Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code");

                                                                      ----



                  WHEREAS, the parties hereto agree that this Agreement shall be

conditional on the purchase by the Merger Subsidiary all of the outstanding

shares of the Other Company from its shareholders (the "Purchase") upon the

                                                        --------

terms and subject to the conditions provided in the Stock Purchase Agreement of

even date herewith among the Other Company, the Merger Subsidiary, the Parent

and the other parties thereto (the "Purchase Agreement"); and



{PAGE}





          NOW THEREFORE, in consideration of the mutual covenants and

promises contained in this Agreement, and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged by all parties, the

parties hereto agree as follows:



                                   Article I



                                   THE MERGER

                                   ----------



          Section 1.01. The Merger.

                        ----------



          The parties hereto adopt this Agreement and Plan of Merger intended to

effect a tax-free reorganization under Section 361(a) and 368(a)(1)(A) of the

Code. Subject to the terms and conditions of this Agreement, at the Effective

Time (as defined in Section 1.03), the Company shall be merged with and into the

Merger Subsidiary and the separate existence of the Company shall thereupon

cease, and the Merger Subsidiary shall continue as the surviving corporation in

the Merger (the "Surviving Corporation") under the laws of the State of Delaware

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



as a wholly-owned subsidiary of the Parent. Throughout this Agreement, the term

"Merger Subsidiary" shall refer to the Merger Subsidiary prior to the Merger and

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

the term "Surviving Corporation" shall refer to the Merger Subsidiary in its

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

status as the Surviving Corporation in the Merger. Terms with initial letters

capitalized used herein which are not otherwise defined herein shall have the

respective meanings therefor set forth on Schedule A.

                                          ----------



          Section 1.02. The Closing.

                        -----------



          The closing of the Merger (the "Closing") will take place

                                          -------

concurrently with the execution of this Agreement at the offices of Dewey

Ballantine LLP, located at 1301 Avenue of the Americas, New York, NY 10019 at

10:00 a.m. New York time, or as otherwise mutually agreed upon by the parties

(the "Closing Date").

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



          Section 1.03. Effective Time of the Merger.

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



          (a)  The Merger shall become effective upon:



               (i)   adoption of this Agreement and Plan of Merger by the

shareholder of the Merger Subsidiary pursuant to the Delaware General

Corporation Law of the State of Delaware and by the shareholders of the Company

pursuant to the Texas Business Corporation Act of the State of Texas. By

execution of this Agreement, the Shareholders, the Parent, the Company and the

Surviving Corporation (each a "Party", collectively the "Parties") do hereby

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

adopt, approve and consent to this Agreement and Plan of Merger as provided by

the applicable laws of the State of Delaware and the State of Texas; and



               (ii)  the  execution  and filing of a  certificate  of merger

(the  "Delaware  Certificate  of Merger") with the Secretary of State of the

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

State of Delaware



                                       2



{PAGE}



pursuant to and in compliance with this Agreement and Section 252 of the General

Corporation Law of the State of Delaware ("Delaware Law") and the execution and

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

filing of articles of merger ("Texas Certificate of Merger') with the Secretary

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

of State of the State of Texas pursuant to and in compliance with this Agreement

and Section 5.01 of the Texas Business Corporation Act of the State of Texas

("Texas Law").

  ---------



(b) The filings of the Delaware Certificate of Merger and Texas Certificate of

Merger referred to in Section 1.03(a)(ii) above shall take place simultaneously

with the Closing. When used in this Agreement, the term "Effective Time" shall

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

mean the time at which the Delaware Certificate of Merger and the Texas

Certificate of Merger shall have been filed and become effective in accordance

with Delaware Law and Texas Law, respectively.



                  Section 1.04.  Effect of the Merger.

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



                  The Merger shall, from and after the Effective Time, have all

the effects provided by Delaware Law and Texas Law. Upon the Effective Date the

separate corporate existence of the Company shall cease, and the Surviving

Corporation shall without other act or deed succeed to and possess all rights,

privileges, powers and franchises, whether public or private in nature, and be

subject to all the restrictions, disabilities and duties of itself and the

Company. As of the Effective Date, all property of every kind, whether real or

personal, belonging to either of the Company or the Surviving Corporation,

including, without limitation, all debts or other obligations due or belonging

to either of said Corporations, shall be vested in the Surviving Corporation

without further act or deed, and all debts, liabilities and obligations of the

Company shall thereby attach to, and hereby are assumed by, the Surviving

Corporation and may be enforced against it to the same extent as if said debts,

liabilities and obligations had originally been incurred or contracted by the

Surviving Corporation. The existence of the Surviving Corporation shall continue

under the laws of the State of Delaware, unaffected and unimpaired by the

merger. If at any time after the Effective Time, the Surviving Corporation shall

consider or be advised that any further deeds, conveyances, assignments or

assurances in law or any other acts are necessary, desirable or proper to vest,

perfect or confirm, of record or otherwise, in the Surviving Corporation, the

title to any property or rights of the Company to be vested in the Surviving

Corporation, by reason of, or as a result of the Merger, or otherwise to carry

out the purposes of this Agreement, the Company agrees that the Surviving

Corporation and its proper officers and directors shall execute and deliver all

such deeds, conveyances, assignments and assurances in law and in all things

necessary, desirable or proper to best, perfect or confirm title to such

property or rights in the Surviving Corporation and otherwise to carry out the

purposes of this Agreement, and that the proper officers and directors of the

Surviving Corporation are fully authorized in the name of each of the Company

and the Merger Subsidiary or otherwise to take any and all such actions.



                  Section 1.05.  Further Assurance.

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

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