EXHIBIT 10.1

                          AMENDMENT NO. 1 TO AGREEMENT

      This Amendment No. 1, dated November 24, 2003  ("Amendment  No. 1") to the
Agreement  entered  into as of the 14th day of  August  2003  (the  "Agreement")
between IPOF Fund, L.P., an Ohio limited partnership ("IPOF"), David Dadante, an
individual  resident of Ohio and the  general  partner of IPOF  ("Dadante",  and
together  with  IPOF  and any  other  persons  or  entities  with  which  he may
constitute a "group",  as defined in and pursuant to the Securities Exchange Act
of 1934,  as amended (the  "Exchange  Act"),  shall be referred to herein as the
"IPOF Group"), and Innotrac Corporation, a Georgia corporation ("Company").  All
capitalized terms not otherwise defined herein shall have the meanings described
thereto in the Agreement.

      WHEREAS,  the IPOF Group is currently  the  beneficial  owner of 2,800,500
shares of the Company's Common Stock, which represents  approximately  24.2%% of
the shares of such class outstanding.

      WHEREAS,  the parties  hereto  previously  entered  into the  Agreement to
establish  certain  conditions  regarding  the IPOF Group's  ownership of Common
Stock and its relationship with the Company.

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth in this Agreement, the parties hereby agree as follows:

      1. Dadante and IPOF hereby represent and warrant that the number of shares
reflected in the first  whereas  clause above is the true and correct  number of
shares  beneficially  owned by the IPOF Group and agree that all those shares as
well as any  additional  shares  purchased by any person or entity  constituting
part of the IPOF  Group in the  future  shall be held  subject  to the terms and
conditions of the Agreement,  as hereby amended.  In addition,  Dadante and IPOF
acknowledge the applicability of various rules and regulations under the federal
securities laws to their ownership of common stock of the Company, including the
need to make  various  filings  and the  applicability  of  Section 16 under the
Exchange Act of 1934, as amended.  They further agreed to comply in all respects
with all such applicable rules and regulations.

      2.  Dadante  and  IPOF  acknowledge  that the IPOF  Group  constitutes  an
"affiliate" of the Company as defined under applicable  federal  securities laws
as a result of its ownership of approximately 25% of the shares of the Company's
outstanding common stock.

      3. Except as amended  hereby,  the  Agreement  as amended  remains in full
force and effect.


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      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment No. 1
by their  duly  authorized  representatives  effective  as of he date set  forth
above.

                                             INNOTRAC CORPORATION

                                             By: /s/ David L. Gamsey
                                                 -------------------------------
                                             Title: Chief Financial Officer

                                             /s/ David Dadante
                                              DAVID DADANTE

                                             IPOF FUND, LP

                                             By: /s/ David Dadante
                                                 -------------------------------
                                                  David Dadante, General Partner


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