**WAIVER
        AND AMENDMENT AGREEMENT**
  **THIS
        WAIVER AND AMENDMENT AGREEMENT (** hereinafter
        referred to as this “Agreement”) is made and entered into as of November 14,
        2006, by and between INNOTRAC CORPORATION, a Georgia corporation (hereinafter
        referred to as “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION (hereinafter
        referred to as “Bank”).
  **BACKGROUND
        STATEMENT**
  A. Borrower
        and Bank are parties to that certain Third Amended and Restated Loan and
        Security Agreement dated March 28, 2006 (as previously amended, the “Loan
        Agreement”). Capitalized terms used herein, unless otherwise defined, shall have
        the meanings ascribed to them in the Loan Agreement.
  B. Borrower
        has informed the Bank that certain Events of Default have occurred and continue
        to exist under the Loan Agreement by reason of the following (collectively,
        the
        "Stipulated Defaults"): (i) Borrower's failure to comply with Section 7(a)
        (Fixed Charge Coverage Ratio) (the "FCC Covenant") of the Loan Agreement
        for the
        Borrower's fiscal quarter ending September 30, 2006, and (ii) Borrower's
        failure
        to comply with Section 6.1 (Debt) of the Loan Agreement as a result of
        Borrower's incurring in connection with Borrower's acquisition of ClientLogic’s
        fulfillment and reverse logistics business deferred purchase obligations
        for
        such purchased assets consisting of (A) a $800,000 deferred purchase payment
        due
        in February 2007 and (B) an earn-out payment commencing on or before April
        2007
        and ending on or before April 2008 (the "Deferred Purchase Price Payments").
  C. The
        Borrower has requested that the Bank waive the Stipulated Defaults and amend
        the
        Loan Agreement as hereinafter set forth and the Bank has agreed, subject
        to all
        of the terms and conditions set forth below.
  **AGREEMENT**
  FOR
        AND
        IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00), the foregoing
        recitals, and other good and valuable consideration, the receipt and sufficiency
        of which are hereby acknowledged, Borrower and Bank do hereby agree as
        follows:
  1. **Waiver
        of the Stipulated Defaults** .
        Bank
        hereby waives the Stipulated Defaults and Borrower agrees to strictly comply
        with the Loan Agreement hereafter. Borrower hereby agrees that nothing herein
        shall constitute a waiver by Bank of any Default or Event of Default (except
        as
        expressly provided in this paragraph 1 with respect to the Stipulated Defaults),
        whether known or unknown, which may exist under the Loan Agreement or any
        other
        Loan Document. Borrower hereby further agrees that no action, inaction or
        agreement by Bank, including, without limitation, any extension, indulgence,
        waiver, consent or agreement of modification which may have occurred or have
        been granted or entered into (or which may be occurring or be granted or
        entered
        into hereunder or otherwise) with respect to nonpayment of the Loans or other
        Obligations or any portion thereof, or with respect to matters involving
        collateral security for the Loans or other Obligations, or with respect to
        any
        other matter relating to the Loans or other Obligations, shall require or
        imply
        any further extension, indulgence, waiver, consent or agreement by Bank.
        Except
        as expressly provided in this paragraph 1, Borrower hereby acknowledges and
        agrees that Bank has not made any agreement, and is in no way obligated,
        to
        grant any further extension, indulgence, waiver or consent with respect to
        the
        Loans, the other Obligations, the Loan Agreement or any other Loan Document.
   
  2. **Amendments** .
        The
        Loan Agreement is amended as set forth below.
  (a) The
        definition of "Applicable Margin" contained in Section 1.1 of the Loan Agreement
        is hereby amended and restated in its entirety as follows:
  " Applicable
        Margin "
        means,
        at any time of determination by Bank, as to any Base Rate Loan or LMIR Loan,
        the
        relevant percentage below corresponding to the Borrower's Average Excess
        Availability (90) set forth below:
  Average
                    Excess
                  Availability
                    (90)
                Base
                    Rate Loans
                LMIR
                    Loans<$5,000,000
                0.00%
                2.00%>
                    $5,000,000
                  but<$7,500,000
                0.00%
                1.50%>
                    $7,500,000
                  but<$10,000,000
                0.00%
                1.25%>
                    $10,000,000
                0.00%
                1.00%
 
  In
        addition, at all times during which the Fixed Charge Coverage Ratio is less
        than
        1.00 to 1.00, the Applicable Margin for Base Rate Loans then in effect shall
        be
        increased by an additional 1.00% and the Applicable Margin for LMIR Loans
        then
        in effect shall be increased by an additional 0.85%. Nothing in this paragraph
        shall limit Bank's rights to impose the Default Rate under Section 2.8 of
        this
        Agreement, if applicable.
  Solely
        for the purposes of the definition of "Applicable Margin," the Borrowing
        Base
        shall be calculated without subtracting (i) the Target Reserve when in effect
        or
        (ii) the Availability Reserve when in effect.
  (b) The
        definition of "Availability Reserve" contained in Section 1.1 of the Loan
        Agreement is hereby amended and restated in its entirety as
        follows:
  " Availability
        Reserve "
        means,
        at all times during which the Fixed Charge Coverage Ratio is less than 1.15
        to
        1.00, an amount equal to $2,000,000.
  (c) The
        definition of "Average Excess Availability" contained in Section 1.1 of the
        Loan
        Agreement is hereby deleted and the following new definitions are hereby
        added
        to Section 1.1 of the Loan Agreement as follows:
  " Average
        Excess Availability (90) "
        means,
        on any date, an amount equal to the total amount of Availability for each
        day
        during the immediately preceding 90 day period, as determined by Bank pursuant
        to the terms hereof, divided by 90.
  " Average
        Excess Availability (30) "
        means,
        on any date, an amount equal to the total amount of Availability for each
        day
        during the immediately preceding 30 day period, as determined by Bank pursuant
        to the terms hereof, divided by 30.
   2
  
  (d) The
        definition of "Borrowing Base" contained in Section 1.1 of the Loan Agreement
        is
        hereby amended and restated in its entirety as follows:
  " Borrowing
        Base "
        means,
        on any date of determination thereof, an amount equal to:
  (i) up
        to 85%
        of the total amount of Eligible Accounts, plus
  (ii) the
        lesser of (a) $2,000,000 or (b) up to 50% of the total amount of Eligible
        Inventory; minus
  (iii) any
        Reserves.
  (e)  Section
        2.13 of the Loan Agreement is hereby amended and restated in its entirety
        as
        follows:
  2.13 Termination .
        Upon at
        least thirty (30) days prior written notice to Bank, Borrower may, at its
        option, upon payment of the Early Termination Fee (defined below), terminate
        this Agreement and the Revolver Commitment in its entirety but not partially;
        provided however, no such termination by Borrower shall be effective until
        the
        full, final and indefeasible payment of the Obligations and Early Termination
        Fee in cash or immediately available funds and in the case of any Obligations
        consisting of contingent obligations, Bank's receipt of either cash or a
        direct
        pay letter of credit naming Bank as beneficiary and in form and substance
        and
        from an issuing bank acceptable to Bank, in each case in an amount not less
        than
        105% of the aggregate amount of all such contingent obligations. Any notice
        of
        termination given by Borrower shall be irrevocable unless Bank otherwise
        agrees
        in writing. "Early Termination Fee" means an amount equal to (i) 1.00% of
        the
        Revolver Commitment in the event of termination of the Revolver Commitment
        on or
        before November 14, 2007, and (ii) 0.50% of the Revolver Commitment in the
        event
        of termination of the Revolver Commitment after November 14, 2007, but before
        November 14, 2008. Bank may terminate this Agreement and the Revolver Commitment
        at any time, without notice, upon or after the occurrence of a Default or
        Event
        of Default.
  (f) Section
        5.5 of the Loan Agreement is hereby amended and restated in its entirety
        as
        follows:
  5.5 Inspections
        of Books and Records and Field Examinations .
        Shall
        permit inspections of the Collateral and the records of such Person pertaining
        thereto and verification of the Accounts, at such times and in such manner
        as
        may be required by Bank and shall further permit such inspections, reviews
        and
        field examinations of its other books and records and properties (with such
        frequency and at such times as Bank may desire) by Bank as Bank may deem
        necessary or desirable from time to time. The cost of all such field
        examinations, reviews, verifications and inspections shall be borne by Borrower,
        provided that the cost of field examinations shall not exceed $850 per examiner
        per day, plus Bank's reasonable out-of-pocket expenses.
  (g) Section
        5.6(a) of the Loan Agreement is hereby amended and restated in its entirety
        as
        follows:
   3
  
  (a) Periodic
        Borrowing Base Information .
        During
        all periods in which Average Excess Availability (30) (1) equals or exceeds
        $5,000,000, within thirty (30) days after the end of each month, or (2) is
        less
        than $5,000,000, on the third Business Day of each week, a completed Borrowing
        Base Certificate in the form attached hereto as Exhibit 5.6(a) for the prior
        week or month, as applicable (a "Borrowing Base Certificate"). Borrower shall
        attach the following to each Borrowing Base Certificate delivered on a weekly
        basis, which shall be certified electronically or manually by the controller
        or
        president of Borrower to be accurate and complete and in compliance with
        the
        terms of the Loan Documents: copies of the prior week's sales and collections
        registers. On or before the date which is thirty (30) days after the end
        of each
        month, Borrower shall deliver the following to Bank, which shall be certified
        by
        the controller or president of Borrower to be accurate and complete and in
        compliance with the terms of the Loan Documents: (i) only if Borrower is
        delivering weekly Borrowing Base Certificates hereunder, a reconciliation
        statement for the Borrowing Base Certificate delivered for the last full
        week of
        the prior month, reconciling such Borrowing Base Certificate through the
        last
        day of such prior month, (ii) a report listing all Accounts of Borrower as
        of
        the last Business Day of the prior month (an "Accounts Receivable Report")
        which
        shall include the amount and age of each Account on an original invoice date
        aging basis, the name and mailing address of each Account Debtor, a detailing
        of
        all Accounts which do not constitute Eligible Accounts, and such other
        information as Bank may require in order to verify the Eligible Accounts,
        all in
        reasonable detail and in form acceptable to Bank, (iii) a report listing
        all
        Inventory and all Eligible Inventory of Borrower as of the last Business
        Day of
        the prior month, the cost thereof, specifying raw materials, work-in-process,
        finished goods and all Inventory which has not been timely sold by Borrower
        in
        the ordinary course of business, and such other information as Bank may require
        relating thereto, all in form acceptable to Bank (an "Inventory Report"),
        and
        (iv) any other report as Bank may from time to time require in its sole
        discretion, each prepared with respect to such periods and with respect to
        such
        information and reporting as Bank may require.
  (h) Section
        5.6(d) of the Loan Agreement is hereby amended and restated in its entirety
        as
        follows:
  (d) Compliance
        and No Default Certificates .
        Together with each report required to be delivered by Subsection (b) in
        connection with the end of each month (or quarter if tested on a quarterly
        basis
        as permitted by Section 7(a)) and required to be delivered by Subsection
        (c), a
        compliance certificate in the form annexed hereto as Exhibit 5.6(d) and a
        certificate of its president or controller certifying that no Default then
        exists or if a Default exists, the nature and duration thereof and Borrower's
        intention with respect thereto, and in addition, shall cause Borrower's
        independent auditors (if applicable) to submit to Bank, together with its
        audit
        report, a statement that, in the course of such audit, it discovered no
        circumstances which it believes would result in a Default or if it discovered
        any such circumstances, the nature and duration thereof.
  (i) Section
        5.6(i) of the Loan Agreement is hereby amended and restated in its entirety
        as
        follows:
  (i) Projections .
        On or
        before January 15, 2007, deliver Projections (as hereinafter defined) to
        Bank
        for Borrower for fiscal year 2007. "Projections" means Borrower's forecasted
        consolidated and consolidating balance sheet, income statement, cash flow
        statement (including a detail of capital expenditures), Borrowing Base
        projection and financial covenant compliance prepared on a month by month
        basis,
        all of the foregoing to be on a consistent basis with Borrower's historical
        financial statements, together with appropriate supporting details and a
        statement of underlying assumptions.
   4
  
  (j) Section
        6.13 of the Loan Agreement is hereby amended and restated in its entirety
        as
        follows:
  6.13 Liquidation,
        Mergers, Consolidations and Dispositions of Substantial Assets, Name and
        Good
        Standing .
        Shall
        not (i) merge, reorganize, consolidate or amalgamate with any Person, liquidate,
        wind up its affairs or dissolve itself, (ii) acquire by purchase, lease or
        otherwise all or substantially all of the assets of any Person, or the assets
        of
        any division or line of business of any Person, or any other substantial
        amount
        of the assets of any Person outside of the ordinary course of business, (iii)
        sell, transfer, lease or otherwise dispose of any of its property or assets,
        except for the sale of Inventory in the ordinary course of business and the
        voluntary termination of Swap Agreements to which Borrower or such Subsidiary
        is
        a party or sell or dispose of any equity ownership interests in any Subsidiary,
        in each case whether in a single transaction or in a series of related
        transactions or (iv) change its name or jurisdiction of organization or conduct
        business under any new fictitious name; change its Federal Employer
        Identification Number; or fail to remain in good standing and qualified to
        transact business as a foreign entity in any state or other jurisdiction
        in
        which it is required to be qualified to transact business as a foreign entity
        and in which the failure to be so qualified could reasonably be expected
        to have
        a Material Adverse Effect.
  (k) Section
        7(a) of the Loan Agreement is hereby amended and restated in its entirety
        as
        follows:
  (a) Fixed
        Charge Coverage Ratio .
        At the
        end of each month (or in the event that the Fixed Charge Coverage Ratio for
        the
        last period tested is greater than 1.15 to 1.00, then at the end of each
        quarter, but only so long as the Fixed Charge Coverage Ratio thereafter is
        greater than 1.15 to 1.00), commencing with the month of December 2006, Borrower
        shall maintain a Fixed Charge Coverage Ratio of not less than the following
        amounts for the following months:
  Required
                    Fixed Charge Coverage Ratio
                Month0.65
                    to 1.0
                December
                    20060.75
                    to 1.0
                January
                    20070.80
                    to 1.0
                February
                    20070.90
                    to 1.0
                March
                    20071.00
                    to 1.0
                April
                    20071.10
                    to 1.0
                May
                    20071.15
                    to 1.0
                June
                    2007 and thereafter
 
   5
  As
        used
        herein, "Fixed Charge Coverage Ratio" means during any period of determination
        (i) EBITDA, plus rent expense incurred during any Applicable Period less
        the sum
        of (A) all unfinanced Capital Expenditures (excluding from such unfinanced
        Capital Expenditures all (1) Target Capital Expenditures in an amount not
        exceeding $5,400,000 on a cumulative basis for all periods through December
        31,
        2006, but including in such unfinanced Capital Expenditures all Target Capital
        Expenditures in an amount exceeding $5,400,000 during such periods and (2)
        all
        Capital Expenditures incurred in connection with Borrower's acquisition of
        ClientLogic’s fulfillment and reverse logistics business in 2006 (the
        "ClientLogic Acquisition") made in the Applicable Fiscal Period, and (B)
        any
        dividends and distributions paid in the Applicable Fiscal Period and (C)
        cash
        taxes paid in the Applicable Fiscal Period (without benefit of any refunds),
        divided by (ii) the sum of (A) the current portion of scheduled principal
        amortization on Funded Debt coming due in the next 12 months as of the end
        of
        the most recent fiscal quarter plus (B) cash interest payments paid in the
        Applicable Fiscal Period, plus (C) rent expense paid during any Applicable
        Period plus (D) all cash payments made by Borrower during the Applicable
        Period
        consisting of the following consideration paid for the ClientLogic Acquisition
        (1) the $1,000,000 initial purchase payment made in October 2006 (2) the
        $800,000 deferred purchase payment due in February 2007, (3) the earn-out
        payment due on or before April 2008, and (4) any other consideration paid
        in
        connection with the ClientLogic Acquisition. As used herein, (i) "EBITDA"
        means
        the sum of (A) consolidated net income of Borrower and its Subsidiaries in
        the
        Applicable Fiscal Period (computed without regard to any extraordinary items
        of
        gain or loss) plus (B) to the extent deducted from revenue in computing
        consolidated net income for such period, the sum of (1) interest expense,
        (2)
        income tax expense, (3) depreciation and amortization and (4) with respect
        to
        the bad debt reserve for Accounts owed to Borrower from Tactica International,
        any increases thereto occurring after September 30, 2005, but not exceeding
        $2,000,000 in such increases in the aggregate less (C) non-cash gains; (ii)
        "Capital Expenditures" means for any period the aggregate cost of all capital
        assets acquired by Borrower and its Subsidiaries during such period, as
        determined in accordance with GAAP; (iii)"Applicable Fiscal Period" means
        a
        period of four (4) consecutive, trailing fiscal quarters ending at the end
        of
        each prescribed fiscal quarter of Borrower; and (iv) "Funded Debt" means
        (A)
        Debts for borrowed funds, and (B) Debt for the deferred payment by one (1)
        year
        or more of any purchase money obligation.
  3. **Acknowledgments
        and Stipulations** .
        Borrower hereby acknowledges, stipulates, and agrees: (a) that (i) the total
        outstanding principal balance of the Revolver Loans on the date of this
        Agreement is due and owing, in accordance with the terms of the Loan Agreement
        and the Revolver Note, without any defense, counterclaim, deduction, recoupment
        or offset and (ii) to the extent that Borrower has any defense, counterclaim,
        deduction, recoupment or offset with respect to the payment by the Borrower
        of
        the Obligations or the payment or performance of Borrower of its obligations
        under the terms of any Loan Agreement to which it is a party, the same is
        hereby
        waived; and (b) the Loan Documents executed by the Borrower are legal, valid,
        and binding obligations enforceable against the Borrower in accordance with
        their terms (subject to bankruptcy, insolvency, reorganization, arrangement,
        moratorium, or other similar laws relating to or affecting the rights of
        creditors generally and general principles of equity).
  4. **Representations
        and Warranties** .
        Borrower represents and warrants that (a) no Default or Event of Default
        exists
        under the Loan Documents, except for the Stipulated Defaults that are waived
        under the terms of this Agreement; (b) subject to the existence of the
        Stipulated Defaults, the representations and warranties of Borrower contained
        in
        the Loan Documents were true and correct in all material respects when made
        and
        continue to be true and correct in all material respects on the date hereof;
        (c)
        the execution, delivery, and performance by Borrower of this Agreement and
        the
        consummation of the transactions contemplated hereby are within the power
        and
        authority of Borrower and have been duly authorized by all necessary corporate
        action on the part of Borrower, do not require any governmental approvals,
        do
        not violate any provisions of any applicable law or any provision of the
        organizational documents of Borrower, and do not result in a breach of or
        constitute a default under any agreement or instrument to which Borrower
        are
        parties or by which they or any of their properties are
   6
  bound;
        (d) this Agreement constitutes the legal, valid, and binding obligation of
        Borrower, enforceable against Borrower in accordance with its terms (subject
        to
        bankruptcy, insolvency, reorganization, arrangement moratorium or other similar
        laws relating to or affecting the rights of creditors generally and general
        principles of equity); and (e) Borrower has freely and voluntarily agreed
        to the
        releases and undertakings set forth in this Agreement.
  5. **Relationship
        of Parties** .
        This
        Agreement is not intended, nor shall it be construed, to create a partnership
        or
        joint venture relationship between or among any of the parties hereto. No
        Person
        other than a party hereto is intended to be a beneficiary hereof, and no
        Person
        other than a party hereto shall be authorized to rely upon or enforce the
        contents of this Agreement.
  6. **No
        Novation** .
        This
        Agreement is not intended to be, nor shall it be construed to create, a novation
        or accord and satisfaction, and the Loan Documents shall remain in full force
        and effect. Notwithstanding any prior mutual temporary disregard of any of
        the
        terms of any of the Loan Documents, the parties agree that the terms of each
        of
        the Loan Documents shall be strictly adhered to on and after the date hereof,
        except as expressly modified by this Agreement.
  7. **Bank's
        Waiver Fee; Reimbursement of Expenses** .
        Borrower agrees to pay Bank a fully earned and non-refundable waiver fee
        on the
        date of this Agreement in immediately available funds in the amount of
        $20,000.00 (the "Waiver Fee"). Borrower agrees to reimburse the Bank, on
        demand,
        for any costs and expenses, including, without limitation, legal fees, incurred
        by Bank in connection with the drafting, negotiation, execution, closing
        and
        execution of the transactions contemplated by this Agreement.
  8. **Release** .
        To
        induce the Bank to enter into this Agreement, Borrower hereby releases, acquits,
        and forever discharges Bank and its respective officers, directors, attorneys,
        agents, employees, successors, and assigns, from all liabilities, claims,
        demands, actions, or causes of action of any kind (if there be any), whether
        absolute or contingent, due or to become due, disputed or undisputed, liquidated
        or unliquidated, at law or in equity, or known or unknown, that any one or
        more
        of them now have or, prior to the date hereof, ever have had against Bank,
        whether arising under or in connection with any of the Loan Documents or
        otherwise, and Borrower covenants not to sue at law or at equity Bank with
        respect to any of the foregoing liabilities, claims, demands, actions, or
        causes
        of action (if there be any). Borrower hereby acknowledges and agrees that
        the
        execution of this Agreement by Bank shall not constitute an acknowledgment
        of or
        admission by Bank of the existence of any claims or of liability for any
        matter
        or precedent upon which any claim or liability may be asserted. Borrower
        further
        acknowledges and agrees that, to the extent any such claims may exist, they
        are
        of a speculative nature so as to be incapable of objective valuation and
        that,
        in any event, the value to Borrower of the agreements of Bank contained in
        this
        Agreement and any other documents executed and delivered in connection with
        this
        Agreement substantially and materially exceeds any and all value of any kind
        or
        nature whatsoever of any such claims. Borrower further acknowledges and agrees
        Bank is in no way responsible or liable for the previous, current or future
        condition or deterioration of the business operations and/or financial condition
        of Borrower and that Bank has not breached any agreement or commitment to
        loan
        money or otherwise make financial accommodations available to Borrower or
        to
        fund any operations of Borrower at any time. Borrower represents and warrants
        to
        Bank that Borrower has not transferred or assigned to any Person any claim,
        demand, action or cause of action that Borrower has or ever had against Bank.
  9. **Miscellaneous** .
        This
        Agreement and the Loan Documents constitute the entire understanding of the
        parties with respect to the subject matter hereof and thereof; may not be
        modified, altered, or amended except by agreement in writing signed by all
        the
        parties hereto; shall be governed by and construed in accordance with the
        internal laws of the State of Georgia; shall be binding upon and inure to
        the
        benefit of the parties hereto and their respective successors and assigns;
        and
        may be executed
   7
  and
        then
        delivered via facsimile transmission, via the sending of PDF or other copies
        thereof via email and in one or more counterparts, each of which shall be
        an
        original but all of which taken together shall constitute one and the same
        instrument. Time is of the essence of this Agreement. A default by Borrower
        under this Agreement shall constitute a Default and Event of Default under
        the
        Loan Agreement and the other Loan Documents. This Agreement is a Loan
        Document.
  10. **Conditions
        Precedent; Post-Execution Agreements** .
        This
        Agreement shall become effective only upon (i) payment by Borrower to Bank
        of
        the Waiver Fee in immediately available funds and (ii) execution and delivery
        of
        this Agreement by all parties hereto. Borrower agrees to deliver to the Bank
        on
        or before the date which is 15 days after the date of this Agreement copies
        of
        all purchase agreements (including all exhibits and schedules thereto) and
        all
        other documents relating to the ClientLogic Acquisition.
  
  *[signatures
        set forth on the next page]*
  
   8
  IN
        WITNESS WHEREOF, this Agreement has been duly executed and under seal by
        Borrower and Bank, as of the day and year first above written.
   **BORROWER:**
                
                INNOTRAC
                  CORPORATION, a Georgia corporation (SEAL)
                
                
                
                By:/s/Chrissy
                  Herren
                Chrissy
                  Herren, Principal Financial and Accounting Officer,
                Corporate
                  Controller, Treasurer and Assistant Secretary
                
                **BANK:**
                
                
                
                WACHOVIA
                  BANK, NATIONAL ASSOCIATION
                
                
                
                By:/s/
                  Jeanette
                  Childress
                Jeanette
                  Childress, Director
  
        9