AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT  ("Agreement")  is made and entered into as of this 21st
day of August,  2000, by and between DAVID L. GAMSEY, an individual  resident of
the  State  of  Georgia  ("Employee"),   and  INNOTRAC  CORPORATION,  a  Georgia
corporation (the "Employer").

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

         WHEREAS,  Employee previously entered into an Employment Agreement with
the Employer  dated May 8, 2000,  and the  Employee  and the Employer  desire to
amend and restate such Employment  Agreement in its entirety as provided in this
Agreement; and

         WHEREAS,  the  parties  hereto  desire to enter into an  agreement  for
Company's continued employment of Employee on the terms and conditions contained
herein;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises and agreements  contained herein,  the parties hereto,  intending to be
legally bound, hereby agree as follows:

         Section 1         Employment.
         ---------         ----------

         Subject to the terms hereof, the Employer hereby employs Employee,  and
Employee hereby accepts such employment.  Employee will serve as Chief Financial
Officer  and Senior  Vice  President  of  Employer  or in such  other  executive
capacity as the Board of Directors of Employer  (the "Board of  Directors")  may
hereafter  from time to time  determine.  Employee  agrees  to  devote  his full
business  time and best efforts to the  performance  of the duties that Employer
may assign Employee from time to time; provided that the Employee may also serve
as an officer or director of Return.com  Online,  Inc. and may perform  services
for Return.com  Online,  Inc.;  and provided  further that the Employee may also
serve on boards of directors or trustees of other  companies and  organizations,
as long as such service does not materially  interfere  with the  performance of
his duties hereunder.

         Section 2         Term of Employment.
         ---------         ------------------

         The term of Employee's  employment (the "Term") shall continue from the
date hereof until the earlier of (a) December 31, 2005 or (b) the  occurrence of
any of the following events:

                  (i)  The  death  or  total   disability  of  Employee   (total
         disability  meaning  the failure to fully  perform his normal  required
         services  hereunder  for a  period  of  three  (3)  months  during  any
         consecutive  twelve  (12)  month  period  during  the term  hereof,  as
         determined by the Board of  Directors,  by reason of mental or physical
         disability);

<PAGE>


                  (ii) The  termination  by  Employer of  Employee's  employment
         hereunder,  upon prior written notice to Employee, for "good cause", as
         determined by the Board of Directors.  For purposes of this  Agreement,
         "good cause" for termination of Employee's  employment  shall exist (A)
         if Employee is  convicted  of,  pleads  guilty to, or  confesses to any
         felony or any act of fraud,  misappropriation  or embezzlement,  (B) if
         Employee fails to comply with the terms of this Agreement,  and, within
         thirty (30) days after  written  notice from  Employer of such failure,
         Employee has not  corrected  such failure or, having once received such
         notice of failure and having so corrected such failure, Employee at any
         time  thereafter  again so fails,  (C) if Employee  violates any of the
         provisions contained in Section 5 of this Agreement, or (D) if Employee
         tests positive for illegal drugs; or

                  (iii)  The  termination of this Agreement by either party upon
         at least ninety (90) days prior written notice.

         Section 3         Compensation.
         ---------         ------------

         3.1  Term of  Employment.  Employer  will  provide  Employee  with  the
              -------------------
following salary,  expense reimbursement and additional employee benefits during
the term of employment hereunder:

                  (a) Salary.  Employee will be paid a salary (the  "Salary") of
                      ------
         no less than Two Hundred Forty Thousand  Dollars  ($240,000) per annum,
         less deductions and withholdings required by applicable law. The Salary
         shall be paid to Employee  in equal  monthly  installments  (or on such
         more frequent basis as other  executives of Employer are  compensated).
         The Salary  shall be reviewed by the Board of  Directors of Employer on
         at least an annual basis.

                  (b) Bonus.  Employee  will be entitled to an annual bonus (the
                      -----
         "Bonus")  of 35% of Salary at Plan (to be defined)  with a  3-up-3-down
         formula.  The Bonus shall be paid  promptly  upon the  availability  of
         annual financial  results (which is expected to occur in early February
         of each year).

                  (c)  Car Allowance.  Employee shall receive a car allowance of
                       -------------
         Six Hundred Dollars ($600) per month.

                  (d)  Club  Dues.   Employee   will  be  provided  a  corporate
                       ----------
         membership   at  Employer's   expense  under  its  existing   corporate
         membership  at  Sugarloaf  and in the 1818  Club  when it opens so that
         these facilities may be used for client entertainment.

                  (e) Vacation.  Employee  shall receive four (4) weeks vacation
                      --------
         time per calendar  year during the term of this  Agreement.  Any unused
         vacation  days  in any  calendar  year  may  not  be  carried  over  to
         subsequent years.

                  (f)  Expenses.  Employer  shall  reimburse  Employee  for  all
                       --------
         reasonable and necessary expenses incurred by Employee  at the  request
         of and on behalf of Employer.

                                      -2-
<PAGE>

                  (g) Benefit Plans.  Employee may  participate in such medical,
                      -------------
         dental, disability,  hospitalization,  life insurance and other benefit
         plans (such as pension and profit sharing plans) as Employer  maintains
         from  time to time  for the  benefit  of  other  senior  executives  of
         Employer,  on the terms and subject to the conditions set forth in such
         plans.

                  (h) CPE Credits.  Employer  shall  reimburse  Employee for all
                      -----------
         reasonable and necessary  expenses  incurred by Employee in maintaining
         his CPA certificate under both state and Federal guidelines.

         3.2      Effect of Termination.
                  ---------------------

                  (a) Except as hereinafter  provided,  upon the  termination of
         the employment of Employee hereunder for any reason,  Employee shall be
         entitled  to all  compensation  and  benefits  earned or accrued  under
         Section 3.1 as of the effective date of termination  (the  "Termination
         Date"),   but  from  and  after  the  Termination  Date  no  additional
         compensation  or  benefits  shall  be  earned  by  Employee  hereunder.
         Employee  shall be deemed to have earned any Bonus payable with respect
         to the calendar year in which the Termination Date occurs on a prorated
         basis  (based on the number of days in such  calendar  year through and
         including the  Termination  Date divided by 365) based upon the year to
         date   financials   and   performance  of  the  Employer  and  assuming
         performance  at  the  target  level  for  any  individual   performance
         criteria. Any such Bonus shall be payable upon termination.

                  (b)  If  Employee's  employment  hereunder  is  terminated  by
         Employer pursuant to Section 2(b)(iii) hereof, then, in addition to any
         other amount payable hereunder, Employer shall continue to pay Employee
         his  normal  Salary  pursuant  to Section  3.1(a) for the  twelve-month
         period  immediately  following  the  Termination  Date if  Employee  is
         terminated  within six months  from his date of hire or for a six-month
         period if employee  has worked for Employer for greater than six months
         (on the same basis as if  Employee  continued  to serve as an  employee
         hereunder for such  applicable  period).  All stock options  granted to
         Employee  pursuant to Section 4 hereof shall be governed in  accordance
         with Section 4.2 hereof upon termination of Employee's employment.

         3.3 Effect of Change in Control.  Notwithstanding Section 3.2(b) above,
             ---------------------------
if there is a Change in  Control  (as  defined  below) of the  Employer  and the
Employee's  employment is terminated  within 18 months following the date of the
Change in Control, the following provisions shall apply.

                  (a)  If  Employee's  employment  hereunder  is  terminated  by
         Employer  pursuant to Section 2(b)(iii) hereof or by Employee for "Good
         Reason" as defined below, then, in addition to any other amount payable
         pursuant to Section 3.2(a),  the Employee shall be entitled to received
         the compensation and benefits set forth in subsections (i) through (iv)
         below:

                                      -3-
<PAGE>

                           (i) Base Salary.  Employee  will  continue to receive
                               -----------
                  his Salary as then in effect  (subject to  withholding  of all
                  applicable  taxes) for a period of  eighteen  (18) months from
                  his date of  termination  in the same  manner  as it was being
                  paid as of the date of termination.

                           (ii) Health, Dental and Life Insurance Coverage.  The
                                ------------------------------------------
                  health, dental and group term life insurance benefits coverage
                  provided  to  Employee  at his  date of  termination  shall be
                  continued  at the same level and in the same  manner as if his
                  employment under this Agreement had not terminated (subject to
                  the customary  changes in such coverages if Employee  retires,
                  reaches age 65 or similar  events),  beginning  on the date of
                  such  termination  and ending on the date eighteen (18) months
                  from the date of such  termination.  Any additional  coverages
                  Employee had at  termination,  including  dependent  coverage,
                  will also be continued  for such period on the same terms,  to
                  the extent permitted by the applicable  policies or contracts.
                  Any costs  Employee was paying for such  coverages at the time
                  of  termination  shall be paid by Employee  by separate  check
                  payable to the Company  each month in advance or by  reduction
                  of amounts owed to Employee by the  Employer.  If the terms of
                  any  benefit  plan  referred to in this  Section,  or the laws
                  applicable to such plan, do not permit continued participation
                  by Employee,  then the Company will arrange for other coverage
                  at its expense providing  substantially similar benefits.  The
                  coverages  provided  for in this  paragraph  shall be  applied
                  against  and  reduce  the  period  for  which  COBRA  will  be
                  provided.

                           (iii) Stock Options. Notwithstanding any provision in
                                 -------------
                  any option agreement, all outstanding stock options granted to
                  Employee by Employer or an affiliate of Employer  shall become
                  fully  vested  on  the  date  of  Employee's   termination  of
                  employment  and shall  remain  exercisable  as provided in the
                  applicable  option  agreement  or, if longer,  for a period of
                  three  (3)  years   following  the  date  of   termination  of
                  employment.  To the extent necessary,  this provision shall be
                  deemed  an  amendment  of any  option  agreement  between  the
                  Employee and the Employer or an affiliate of the Employer.

                           (iv)  Other  Benefits.  For a  period  of  18  months
                                 ---------------
                  following the date of Employee's  termination  of  Employment,
                  the  Employee  shall  continue to receive a car  allowance  as
                  provided in Section 3.1(c) of this Agreement and reimbursement
                  of club  membership dues as provided in Section 3.2(c) of this
                  Agreement.

                  (b)  If  Employee's  employment  hereunder  is  terminated  by
         Employee  pursuant  to Section  2(b)(iii)  hereof  other than for "Good
         Reason" as defined below, then, in addition to any other amount payable
         pursuant to Section 3.2(a),  the Employee shall be entitled to received
         the compensation and benefits set forth in subsections (i) through (iv)
         of Subsection  3.3(a)  above,  provided,  however,  that a period of 12
         months shall be  substituted  for 18 months in  subsections  3.3(a)(i),
         (ii) and (iv).

                                      -4-
<PAGE>


         3.4  Definitions.  For purposes of this Agreement,  the following terms
shall have the meanings set forth below:

                  (a)     "Change in Control" means any of the following events:
                           -----------------

                           (i) The acquisition (other than from the Employer) by
                  any person of  beneficial  ownership of fifty percent (50%) or
                  more of the  combined  voting  power  of the  Employer's  then
                  outstanding voting  securities;  provided,  however,  that for
                  purposes of this Section,  person shall not include any person
                  who on the  date  hereof  owns  25% or more of the  Employer's
                  outstanding  securities,  and a Change in Control shall not be
                  deemed to occur solely  because fifty percent (50%) or more of
                  the combined voting power of the Employer's  then  outstanding
                  securities  is  acquired  by (i) a trustee or other  fiduciary
                  holding  securities  under one or more employee  benefit plans
                  maintained by the Employer or any of its subsidiaries, or (ii)
                  any corporation, which, immediately prior to such acquisition,
                  is owned  directly or  indirectly by the  shareholders  of the
                  Employer in the same proportion as their ownership of stock in
                  the Employer immediately prior to such acquisition.

                           (ii) Approval by  shareholders of the Employer of (1)
                  a  merger  or  consolidation  involving  the  Employer  if the
                  shareholders of the Employer,  immediately  before such merger
                  or  consolidation  do  not,  as a  result  of such  merger  or
                  consolidation,  own,  directly or indirectly,  more than fifty
                  percent  (50%)  of the  combined  voting  power  of  the  then
                  outstanding  voting  securities of the  corporation  resulting
                  from such merger or consolidation  in  substantially  the same
                  proportion as their  ownership of the combined voting power of
                  the voting securities of the Employer outstanding  immediately
                  before  such  merger  or  consolidation,  or  (2)  a  complete
                  liquidation  or  dissolution  of  the  Employer,   or  (3)  an
                  agreement  for  the  sale  or  other  disposition  of  all  or
                  substantially all of the assets of the Employer.

                           (iii) A change in the  composition  of the Board such
                  that the  individuals  who, as of the date of this  Agreement,
                  constitute the Board (such Board shall be hereinafter referred
                  to  as  the  "Incumbent   Board")  cease  for  any  reason  to
                  constitute  at  least  a  majority  of  the  Board;  provided,
                  however,  for purposes of this Section that any individual who
                  becomes a member of the Board subsequent to the Effective Date
                  whose  election,  or nomination for election by the Employer's
                  shareholders, was approved by a vote of at least a majority of
                  those  individuals  who are  members of the Board and who were
                  also  members  of the  Incumbent  Board (or  deemed to be such
                  pursuant to this  proviso)  shall be considered as though such
                  individual  were  a  member  of  the  Incumbent  Board;   but,
                  provided,  further,  that any such  individual  whose  initial
                  assumption of office occurs as a result of either an actual or
                  threatened  election  contest  (as such terms are used in Rule
                  14a-11 of Regulation 14A  promulgated  under the Exchange Act,
                  including  any  successor  to such Rule),  or other  actual or
                  threatened solicitation of proxies or consents by or on behalf


                                      -5-
<PAGE>

                  of a Person other than the Board,  shall not be so  considered
                  as a member of the Incumbent Board.

                           (iv)   The   occurrence   of  any   other   event  or
                  circumstance  which is not covered by (i) through  (iii) above
                  which the Board determines  affects control of the Company and
                  adopts  a   resolution   that  such   event  or   circumstance
                  constitutes  a Change  in  Control  for the  purposes  of this
                  Agreement.

                  (b) A "Good Reason" for  termination by Employee of Employee's
                         -----------
         employment  shall mean the occurrence  (without the Employee's  express
         written  consent),  within the eighteen (18) month period following the
         date of a Change in Control,  of any one of the  following  acts by the
         Employer,  or failures by the Employer to act,  unless,  in the case of
         any act or failure to act  described  in  paragraph  (i) or (iv) below,
         such act or failure to act is corrected  within 30 days after notice by
         the Employee to the Employer of the act or failure to act:

                           (i)  the   assignment   to  Employee  of  any  duties
                  inconsistent  with  Employee's  title  and  status  set  forth
                  herein, or a substantial  adverse  alteration in the nature or
                  status of  Employee's  responsibilities  at the Employer  from
                  those in effect immediately prior to the Change in Control;

                           (ii)  a  substantial  reduction  by  the  Employer in
                  Employee's Base Salary;

                           (iii)  the relocation of Employee's  principal office
                  to a place more than 50 miles from Atlanta, Georgia;

                           (iv) the  failure  by the  Employer  to  continue  in
                  effect any  compensation  or benefit  plan or program in which
                  Employee  participates  immediately  prior  to the  Change  in
                  Control,  which is material to Employee's total  compensation,
                  unless  an  equitable  arrangement  (embodied  in  an  ongoing
                  substitute or alternative  plan) has been made with respect to
                  such plan,  or the failure by the  Employer  to  continue  the
                  Employee's  participation  in such plan (or in such substitute
                  or alternative plan) on a basis not materially less favorable,
                  both in terms of the amount of benefits provided and the level
                  of Employee's participation relative to other participants, as
                  existed at the time of the Change in Control.

                  The Employee's  right to terminate the  Employee's  employment
         for Good Reason shall not be affected by the Employee's  incapacity due
         to physical or mental illness, except for a total disability as defined
         in  Section 2 above.  The  Employee's  continued  employment  shall not
         constitute  consent to, or a waiver of rights with  respect to, any act
         or failure to act constituting Good Reason hereunder.

         Section 4     Stock Options.
         ---------     -------------

         4.1 Term of  Employment.  So that Employee can share in the increase in
             -------------------
value of the  business of Employer  over time,  Employee  will be granted  stock
options as follows:

                                      -6-
<PAGE>

                  (a)  Option Grant.  Effective  as of May 9, 2000,  Employee is
                       ------------
         hereby  granted a stock  option to  purchase  100,000  shares of common
         stock of Employer at an  exercise  price equal to the closing  price of
         the common stock on May 8, 2000, which closing price is $6-3/16.  Fifty
         percent  of the  option  grant will  become  exercisable  on the second
         anniversary of the date of grant with twenty-five percent of the option
         becoming  exercisable on each of the third and fourth  anniversaries of
         the date of the grant.  The options  granted under this Section  4.1(a)
         will  expire  ten  years  from the date of grant,  except as  otherwise
         provided in Section 4.2.

                  In  addition,  Employee  will be  granted  a stock  option  to
         purchase  180,000 shares of common stock of Employer's newly formed (or
         to be formed)  e-commerce  business currently referred to as Return.com
         at an  exercise  of $.35 per share.  Twenty-five  percent of the option
         will become exercisable on each of the first,  second, third and fourth
         anniversaries of the date of the grant. If this entity remains private,
         Employer and Employee  will seek a mutually  reasonable  means to value
         such options and to provide liquidity to Employee.

                  (b) Sale or Merger.  All options granted to Employee  pursuant
                      --------------
         to this  Agreement  will become fully  exercisable if a majority of the
         Employer is sold (or all or substantially all of the assets of Employer
         are sold) (by stock sale, merger or otherwise) to a third party.

                  (c) Stock Splits and Stock Dividends.  The number of shares of
                      --------------------------------
         common stock  issuable upon exercise of options  granted hereby and the
         exercise  price of such  options  shall be  automatically  adjusted  to
         reflect  any  change in the  capitalization  of  Employer  due to stock
         dividends or stock splits.  If any adjustment  under this Section would
         create the right of  Employee to acquire a  fractional  share of stock,
         such fractional  share shall be disregarded and the number of shares of
         common stock  subject to the options  shall be the next lower number of
         whole shares of common stock, rounding all fractions downward.

         4.2  Termination of Employment.  The grant of stock options to Employee
              -------------------------
under this Agreement shall not restrict or in any manner affect Employer's right
to terminate the employment of Employee at any time,  with or without cause,  as
herein  provided.  If Employee's  employment  is terminated  pursuant to Section
2(b)(i) hereof or if Employee's employment is terminated by Employer pursuant to
Section  2(b)(iii),  all options granted to Employee  pursuant to Section 4.1(a)
hereof shall immediately become  exercisable upon such termination.  In the case
of a termination  pursuant to Section 2(b)(i) hereof, the options will expire in
accordance with their respective  scheduled expiration dates. Except as provided
in Section  3.3, in the case of a  termination  by Employer  pursuant to Section
2(b)(iii)  hereof,  the options will expire on the first  anniversary  after the
effective date of the termination of Employee's employment  hereunder.  Upon the
death of Employee,  any options  that  Employee  would  otherwise be entitled to
exercise hereunder may be exercised by his personal representatives or heirs, as
applicable.  Except as provided  in Section  3.3, if  Employee's  employment  is
terminated by Employer  pursuant to Section 2(b)(ii) or by Employee  pursuant to
Section  2(b)(iii),  those options which are  exercisable as of the date of such

                                      -7-
<PAGE>

termination  shall be exercisable for a period of 90 days after such termination
(and all other options not then exercisable shall be forfeited as of such date),
and after such 90-day period, all unexercised options will expire.

         4.3 Exercise. The options granted under Section 4.1 may be exercised by
             --------
Employee  upon five  business  days'  written  notice of exercise  to  Employer,
specifying  the number of shares to be purchased and the total  purchase  price,
accompanied  by a check to the order of Employer,  in the payment of such price.
The exercise price of the options  granted under Section 4.1 shall be payable in
cash only.  If  Employer  is  required  to withhold on account of any present or
future  tax  imposed as result of any option  exercise,  the notice of  exercise
shall be  accompanied  by a check to the order of  Employer  for  payment of the
amount of such withholding.

         4.4  Nontransferable.  No option  granted  under  Section  4.1 shall be
              ---------------
transferable  by  Employee  other  than by will or by the  laws of  descent  and
distribution,  and the options  granted under  Section 4.1 shall be  exercisable
during Employee's lifetime only by Employee.  The options shall not be otherwise
transferred,  assigned, pledged, hypothecated or disposed of in any way, whether
by operation of law or otherwise.

         Section 5     Partial Restraint on Post-termination Competition.
         ---------     -------------------------------------------------

         5.1      Definitions. For the purposes of this Section 5, the following
                  -----------
definitions shall apply:

                  (a) "Company  Activities" means the business of selling caller
         ID  technology   and   hardware,   fulfillment   services,   e-commerce
         fulfillment  and  e-commerce  return  services as well as other similar
         services that Innotrac or its  subsidiaries  is involved in at the date
         of this agreement.

                  (b) "Competitor" means any business, individual,  partnership,
         joint venture,  association,  firm,  corporation or other entity, other
         than the Employer or its affiliates or subsidiaries, engaged, wholly or
         partly, in Company Activities.

                  (c)  "Competitive  Position"  means (i) the direct or indirect
         ownership or control of all or any portion of a Competitor; or (ii) any
         employment or independent  contractor  arrangement  with any Competitor
         whereby Employee will serve such Competitor in any managerial capacity.

                  (d)   "Confidential   Information"   means  any  confidential,
         proprietary  business information or data belonging to or pertaining to
         Employer  that does not  constitute  a "Trade  Secret" (as  hereinafter
         defined) and that is not generally known by or available  through legal
         means  to the  public,  including,  but  not  limited  to,  information
         regarding   Employer's   customers  or  actively   sought   prospective
         customers, suppliers, manufacturers and distributors gained by Employee
         as a result of his employment with Employer.

                  (e)   "Customer" means  actual  customers  or actively  sought
         prospective customers of Employer during the Term.


                                      -8-
<PAGE>

                  (f) "Noncompete Period" or "Nonsolicitation  Period" means the
         period beginning the date hereof and ending on the first anniversary of
         the termination of Employee's employment with Employer.

                  (g) "Territory"  means the area within a thirty-five (35) mile
         radius of any corporate office of Employer or any of its  subsidiaries,
         affiliates or divisions.

                  (h)  "Trade  Secrets"  means  information  or data of or about
         Employer, including but not limited to technical or non-technical data,
         formulas,   patterns,   compilations,   programs,   devices,   methods,
         techniques,  drawings,  processes,  financial  data,  financial  plans,
         products  plans,  or lists of actual or potential  customers,  clients,
         distributees or licensees,  information concerning Employer's finances,
         services,  staff, contemplated  acquisitions,  marketing investigations
         and surveys, that (i) derive economic value, actual or potential,  from
         not being  generally known to, and not being readily  ascertainable  by
         proper means by, other persons who can obtain economic value from their
         disclosure  or use;  and  (ii)  are the  subject  of  efforts  that are
         reasonable under the circumstances to maintain their secrecy.

                  (i) "Work Product"  means any and all work product,  property,
         data  documentation  or information of any kind,  prepared,  conceived,
         discovered,  developed  or  created by  Employee  for  Employer  or its
         affiliates,  or  any  of  Employer's  or  its  affiliates'  clients  or
         customers.

         5.2      Trade Name and Confidential Information.
                  ---------------------------------------

                  (a) Employee  hereby  agrees that (i) with regard to each item
         constituting  all or any  portion  of the Trade  Secrets,  at all times
         during  the Term and all times  during  which  such item  continues  to
         constitute a Trade Secret under applicable law; and (ii) with regard to
         any  Confidential  Information,  during  the  Term  and the  Noncompete
         Period:

                           (i)  Employee  shall not,  directly  or by  assisting
                  others, own, manage,  operate, join, control or participate in
                  the  ownership,  management,  operation  or control  of, or be
                  connected in any manner with, any business conducted under any
                  corporate or trade name of Employer or name  similar  thereto,
                  without the prior written consent of Employer;

                           (ii)  Employee  shall  hold in  confidence  all Trade
                  Secrets and all Confidential  Information and will not, either
                  directly or indirectly,  use, sell, lend,  lease,  distribute,
                  license, give, transfer, assign, show, disclose,  disseminate,
                  reproduce,  copy,  appropriate  or otherwise  communicate  any
                  Trade Secrets or Confidential  Information,  without the prior
                  written consent of Employer; and

                           (iii) Employee shall  immediately  notify Employer of
                  any  unauthorized  disclosure  or use of any Trade  Secrets or
                  Confidential  Information  of which  Employee  becomes  aware.
                  Employee shall assist Employer,  to the extent  necessary,  in

                                      -9-
<PAGE>

                  the  procurement or any protection of Employer's  rights to or
                  in any of the Trade Secrets or Confidential Information.

         5.3      Noncompetition.
                  --------------

                  (a) The parties hereto acknowledge that Employee is conducting
         Company Activities throughout the Territory. Employee acknowledges that
         to protect  adequately  the  interest of  Employer  in the  business of
         Employer it is  essential  that any  noncompete  covenant  with respect
         thereto cover all Company Activities and the entire Territory.

                  (b)  Employee  hereby  agrees  that,  during  the Term and the
         Noncompete Period, Employee will not, in the Territory, either directly
         or indirectly,  alone or in conjunction  with any other party,  accept,
         enter into or take any action in conjunction  with or in furtherance of
         a Competitive  Position.  Employee  shall notify  Employer  promptly in
         writing if Employee receives an offer of a Competitive  Position during
         the Noncompete  Term, and such notice shall describe all material terms
         of such offer.

         Nothing  contained  in this  Section  5 shall  prohibit  Employee  from
acquiring  not more than five percent (5%) of any company  whose common stock is
publicly  traded on a national  securities  exchange or in the  over-the-counter
market.

         5.4 Nonsolicitation During Employment Term. Employee hereby agrees that
             --------------------------------------
Employee will not, during the Term,  either directly or indirectly,  alone or in
conjunction  with any other party  solicit,  divert or appropriate or attempt to
solicit,  divert or  appropriate,  any Customer for the purpose of providing the
Customer  with services or products  competitive  with those offered by Employer
during the Term.

         5.5  Nonsolicitation  During  Nonsolicitation  Period.  Employee hereby
              ------------------------------------------------
agrees  that  Employee  will not,  during  the  Nonsolicitation  Period,  either
directly or indirectly,  alone or in  conjunction  with any other party solicit,
divert or appropriate or attempt to solicit, divert or appropriate, any Customer
for the purpose of providing the Customer with services or products  competitive
with those  offered by Employer  during the Term;  provided,  however,  that the
covenant in this clause  shall limit  Employee's  conduct  only with  respect to
those  Customers with whom Employee had substantial  contact  (through direct or
supervisory  interaction  with the Customer or the Customer's  account) during a
period of time up to but no greater  than two (2) years prior to the last day of
the Term.

         Section 6     Miscellaneous.
         ---------     -------------

         6.1 Severability. The covenants in this Agreement shall be construed as
             ------------
covenants  independent of one another and as obligations distinct from any other
contract between Employee and Employer. Any claim that Employee may have against
Employer  shall not  constitute  a defense to  enforcement  by  Employer of this
Agreement.

                                      -10-
<PAGE>

         6.2  Survival  of  Obligations.  The  covenants  in  Section  5 of this
              -------------------------
Agreement shall survive termination of Employee's employment,  regardless of who
causes the termination and under what circumstances.

         6.3  Notices. Any notice or other document to be given hereunder by any
              -------
party  hereto to any other party  hereto  shall be in writing and  delivered  in
person or by courier,  by  telecopy  transmission  or sent by any  express  mail
service, postage or fees prepaid at the following addresses:

                  EMPLOYER
                  --------

                  Innotrac Corporation
                  6655 Sugarloaf Parkway
                  Duluth, GA  30097
                  Attention: Mr. Scott Dorfman
                                Chief Executive Officer
                  Telephone No.: (770) 717-2000

                  EMPLOYEE
                  --------

                  Mr. David L. Gamsey
                  115 Marsh Glen Point
                  Atlanta, Georgia 30328

or at such other  address or number  for a party as shall be  specified  by like
notice.  Any notice which is delivered  in the manner  provided  herein shall be
deemed to have been duly given to the party to whom it is  directed  upon actual
receipt by such party or its agent.

         6.4  Binding Effect.  This  Agreement  inures to the benefit of, and is
              --------------
binding  upon,  Employer  and  their  respective  successors  and  assigns,  and
Employee,   together   with   Employee's   executor,   administrator,   personal
representative, heirs, and legatees.

         6.5  Entire Agreement. This Agreement is intended by the parties hereto
              ----------------
to be the final expression of their agreement with respect to the subject matter
hereof  and is the  complete  and  exclusive  statement  of the  terms  thereof,
notwithstanding  any  representations,  statements or agreements to the contrary
heretofore  made.  This  Agreement may be modified only by a written  instrument
signed by all of the parties hereto.

         6.6 Governing Law. This Agreement shall be deemed to be made in, and in
             -------------
all respects shall be interpreted,  construed, and governed by and in accordance
with, the laws of the State of Georgia.  No provision of this Agreement shall be
construed  against or interpreted to the disadvantage of any party hereto by any
court or other governmental or judicial authority or by any board of arbitrators
by reason of such party or its counsel having or being deemed to have structured
or drafted such provision.


                                      -11-
<PAGE>

         6.7  Headings.  The section and  paragraph  headings  contained in this
              --------
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

         6.8  Specific  Performance.  Each party hereto  hereby  agrees that any
              ---------------------
remedy at law for any breach of the provisions contained in this Agreement shall
be inadequate  and that the other  parties  hereto shall be entitled to specific
performance and any other appropriate injunctive relief in addition to any other
remedy such party might have under this Agreement or at law or in equity.

         6.9  Counterparts.  This  Agreement  may be  executed  in  two or  more
              ------------
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

         6.10  Public Announcement.  Neither party shall disclose that this
               -------------------
Agreement  has been  executed until such  time as both parties mutually agree to
such disclosure.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                              INNOTRAC CORPORATION


                              By:    /s/ Scott Dorfman
                                   ---------------------------------------------
                                   Scott Dorfman
                                   Chief Executive Officer


                              EMPLOYEE


                                      /s/ David L. Gamsey
                              --------------------------------------------------
                              David L. Gamsey



                                      -12-