<PAGE>
                                                                   Exhibit 10.25

                     EXCLUSIVE ORDER FULFILLMENT AGREEMENT

         This Exclusive Order Fulfillment Agreement (the "Agreement") is
entered into by and between THANE INTERNATIONAL, INC., a Delaware corporation
("THANE"), and UDS., a Nevada corporation ("UDS"), effective as of the 9th day
of June, 1999 (the "EFFECTIVE DATE"), and is made with respect to the following
facts:

                                    RECITALS

         A.       Thane is a high volume direct response, wholesale and
international marketing company that acquires and develops products
("PRODUCTS") for mass sale.

         B.       UDS is a product distribution service center for direct to
consumer marketers and provides, among other things, warehouse, distribution,
and shipping following the sale of Products.

         C.       Thane and UDS have enjoyed a mutually beneficial business
relationship for the past four years, pursuant to which UDS has warehoused,
distributed and shipped Product for Thane.

         D.       UDS and Thane wish to enter into an exclusive dealing
arrangement with each other according to the terms and conditions of this
Agreement.

         NOW, THEREFORE, in consideration of the foregoing Recitals, which are
an integral part of this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

1        EXCLUSIVE SALES ORDER FULFILLMENT AGENCY APPOINTMENT.

         1.1.     Thane grants to UDS the exclusive right (excepting Thane's
                  in-house fulfillment and drop ship orders directly from the
                  manufacturer) to act as Thane's exclusive sales order
                  fulfillment representative for Thane that are to be delivered
                  worldwide ("Exclusive Territory") for all of Thane's customers
                  and accounts worldwide ("Customer").

         1.2.     UDS's exclusive right to act as Thane's representative under
                  this Agreement shall extend to and include any and all new or
                  additional Product ("Thane Products") developed or offered for
                  sale by Thane and which are accepted by UDS. UDS reserves the
                  right, however, exercisable in UDS's sole and absolute
                  discretion, to refuse to accept any Thane Products where
                  acceptance of any such Thane Products would impose an undue
                  burden on UDS's resources or otherwise be impracticable for
                  UDS to accept. Promptly upon Thane's acquisition of an
                  additional Thane Product, Thane shall give UDS written notice
                  of Thane's intent to promote such Thane Product. UDS may
                  exercise its refusal rights with respect to the Thane Product
                  (if desired) by giving written notice thereof to Thane within
                  three (3) days after Thane's notice of UDS, whereupon Thane
                  will be free to use any other fulfillment representative for
                  the sale of such Thane Product.


                                       1
<PAGE>
                  1.3.     Excepting those transactions contemplated in Section
                           10 herein, entitled "Option to Purchase", unless
                           specifically authorized by UDS in writing, Thane
                           agrees that it will not solicit or employ or contract
                           with or engage in any manner, any current or former
                           officer, director, employee, or agent of UDS while
                           this Agreement is in effect and for a period of two
                           (2) years immediately following the termination of
                           this Agreement.

         2.       SERVICES TO BE PROVIDED.

                  2.1      Thane employs a number of telemarketing firms (the
                           "TELEMARKETERS") to receive consumer credit card
                           orders for Thane Products. The Telemarketers then
                           make available for downloading by UDS, the consumer's
                           credit card order information. With respect to these
                           orders, UDS shall perform the following services for
                           Thane:

                           a.       Download at least once per day the consumer
                                    credit card order information from the
                                    Telemarketers that has been properly
                                    identified in writing by Thane.

                           b.       Submit the consumer credit card order
                                    information that has been downloaded at
                                    least once per day to the credit card
                                    processor that has been properly identified
                                    in writing by Thane.

                           c.       UDS shall promptly ship any Thane Products
                                    ordered by each Customer within the
                                    Territory for whom UDS has received
                                    authorization in writing to ship from
                                    Thane's credit card processor.

                  2.2      In addition, UDS shall provide the following
                           services: (i) reporting; (ii) check entry, (iii)
                           customer service and technical support; (iv) web site
                           hosting; (v) e-commerce; and (vi) wholesale and
                           international distribution.


                  2.3      Full responsibility for all collections and bad
                           debts rest with Thane. Thane shall have no right to
                           debit or charge UDS for the loss of any sum involved
                           in any sale by Thane to the Customer. Furthermore,
                           UDS shall make no allowances or adjustments in
                           accounts, or authorize the return of any Direct
                           Sales Products, unless given specific advance
                           authorization by Thane.


         3        MATERIAL, SUPPLIES AND DELIVERIES BY THANE.

                  3.1      Thane, at its sole cost and expense, shall maintain
                           at UDS's place of business, or such other place or
                           places as UDS shall from time to time designate,
                           sufficient inventory and supplies to enable UDS to
                           fill and stand ready to deliver promptly all consumer
                           orders solicited by Thane. Thane shall furnish to UDS
                           such information relating to the delivery of Products
                           to UDS, as UDS may reasonably require hereunder in
                           the interest of the customers and the parties hereto.


                                       2


<PAGE>
         3.2      UDS shall not be deemed to be in default under any of the
                  terms and conditions of this Agreement where the delays or
                  inability of UDS to perform is occasioned by any of the
                  following:

                  a.       Thane's failure to timely provide the requisite level
                           of inventory of Products;

                  b.       Strikes, boycotts, lockouts, shortages, acts of God,
                           governmental regulations, or any other occurrences
                           beyond the control of UDS;

                  c.       Thane's failure to provide true, correct, and
                           complete written data and instructions sufficient for
                           UDS to download the consumer orders from the
                           Telemarketers;

                  d.       The failure of Thane's credit card processor to
                           provide UDS with authorization for shipment to the
                           Customer;

                  e.       The loss or destruction of Thane's Products at UDS's
                           place of business excepting by or through UDS' own
                           act, omission or negligence; Loss or destruction due
                           to fire, flood or other acts of God do not constitute
                           omission or negligence on the part of UDS.

                  f.       Any other event or circumstance that prevents or
                           materially hampers UDS from fulfilling its
                           obligations under this Agreement that is outside of
                           UDS's control; and

                  g.       UDS shall not be responsible and Thane shall bear all
                           risk of loss with respect to any Product, for any
                           loss or damage occurring to any Product during the
                           shipping process, excepting by or through UDS' own
                           act, omission or negligence.

4        INDEPENDENT CONTRACTOR RELATIONSHIP.

         4.1      It is specifically understood and agreed that UDS is acting as
                  an independent contractor and that it is not a general agent,
                  employee, partner or coventurer of Thane. Thane is interested
                  only in the results obtained by UDS who shall have sole
                  control of the manner and means of performing its obligations
                  under this Agreement and Thane shall not have the right to
                  require anything of UDS, which would jeopardize this
                  independent contractor relationship under any applicable law.
                  In this connection and consistent with an independent
                  contractor relationship, it is specifically understood and
                  agreed that:

         4.2      UDS shall not have, nor shall it hold itself out as having the
                  power to make contracts, or verbal or written commitments, for
                  or on behalf of Thane or to pledge or extend credit in Thane's
                  name;


                                       3



<PAGE>

         4.3      All of UDS's expenses for office, clerical, employee wages,
                  income and other tax, insurance, telephone, and all other
                  operating expenses incurred by UDS and not otherwise
                  specified in this Agreement, shall be borne wholly and
                  completely by UDS and Thane shall not in any way be
                  responsible or liable therefor; and


        4.4       UDS shall provide, manage, and control, as its own expense,
                  adequate personnel, equipment, office, and communication
                  facilities to perform its obligations hereunder.


5    COMPENSATION.  For each Product, UDS shall be entitled to the fees set
     forth in the schedule in the form of EXHIBIT "A" attached hereto and
     incorporated herein by this reference, as the same may be amended and
     modified from time to time as the parties may mutually agree. UDS shall
     invoice Thane semi-monthly for UDS's services, which invoices shall be
     paid by Thane within ten (10) days following the date thereof.



6    TERM.  The term of this Agreement shall be for a period of five (5) years
     following the Effective Date of this Agreement ("Termination Date").
     Alternatively, this Agreement may be terminated at any time by the mutual
     written agreement of the parties, "for cause" or for any "uncured default"
     under the terms of Section 7 below.

7    CEASE AND DESIST ORDERS. Notwithstanding any other provision in this
     Agreement to the contrary, should Thane or UDS receive a "cease and desist
     order" or other similar orders from any governmental agency with respect
     to any Thane Product, UDS shall not be required to provide any service
     contained in this Agreement that is in violation of the order issued. Such
     order will not cause termination of the Agreement and all other terms and
     conditions of the Agreement will remain in full force for the term of the
     Agreement.

8    TERMINATION AND TERMINATION FOR CAUSE.

     8.1          Either party shall have the right to terminate this Agreement
     prior to the expiration of the term (or any renewal term) hereof, upon the
     occurrence of any of the following events:

                  a.       Breach or default by the other of any material term
                           or obligation under this Agreement which is not
                           waived in writing by the nondefaulting party. In
                           such case, the nondefaulting party shall notify the
                           other of such alleged breach or default and the
                           defaulting party shall have a period of thirty (30)
                           days to cure the same in the case of a nonmonetary
                           breach or for a period of ten (10) days to cure the
                           failure to pay any sum when due.

                 b.        The other party is declared insolvent or bankrupt,
                           or makes an assignment for the benefit of
                           creditors, or a receiver is appointed or any
                           proceeding is demanded by, for or against the other
                           under any provision of the Federal Bankruptcy Act
                           or any amendment thereof which is not removed
                           within sixty (60) days after notice from the
                           nonbankrupt party of its election to terminate.


                                       4

<PAGE>

         c.       Promptly upon the expiration of the Term or other effective
                  date of termination (for any reason) of this Agreement, UDS
                  shall immediately and forever thereafter cease to fill and/or
                  ship orders for Thane or to represent in any manner that it is
                  associated with Thane, and Thane shall remove or cause to be
                  removed from UDS's premises, at Thane's expense, all Product
                  and other materials not previously removed by Thane or
                  previously shipped. UDS shall have the complete and absolute
                  right to dispose of, without liability, any such Product and
                  other materials that is not so removed by Thane within thirty
                  (30) days following any termination.

         d.       Either party may immediately terminate this agreement for
                  "Cause." When used in referenced to the termination of this
                  Agreement, "Cause" means (i) the willful and continued failure
                  of the other party to substantially perform that party's
                  customary duties (other than due to such party's death or
                  incapacity due to physical or mental illness) or reckless
                  disregard of the performance of such party's duties; or (ii)
                  the willful engaging by the breaching party in gross
                  misconduct which is materially injurious to the other party,
                  monetarily or otherwise.

9        HOLD HARMLESS.

         9.1      Each party shall hold the other harmless from and against and
                  shall indemnify the other from any liability, loss, costs,
                  expenses or damages, however caused, by reason of any injury
                  (whether to body, property or personal or business character
                  or reputation) sustained by any person or to any person or to
                  property by reason of any act, neglect, default or omission of
                  such party or any of its agents, employees, or other
                  representatives, and it shall pay all sums to be paid or
                  discharged in case of an action, demand, claim, or any such
                  damages or injuries. If either party is sued in any court for
                  damages by reason of any of the acts of the other party
                  referred to herein, such other party shall defend said action
                  (or cause same to be defended) at its own expense and shall
                  pay and discharge any judgment that may be rendered in any
                  such action; if such other party fails or neglects to so
                  defend in said action, the party sued may defend the same and
                  any expenses, including reasonable attorney's fees, which it
                  may pay or incur in defending said action and the amount of
                  any judgment which it may be required to pay shall be promptly
                  reimbursed upon demand. Nothing herein is intended to nor
                  shall it relieve either party from liability for its own act,
                  omission or negligence.


                                       5

<PAGE>
         9.2      Thane shall hold UDS harmless from and against and indemnify
                  UDS for all liability, loss, costs expenses or damages
                  howsoever caused by reason of any Products (whether or not
                  defective, or any act of omission of Thane, including but not
                  limited to any injury (whether to body, property, personal, or
                  business character or reputation) sustained by any person or
                  to any person or to property, and for infringement of any
                  patent rights or other rights of third parties, and for any
                  violation of municipal, state or federal laws or regulations
                  governing the Products or their sale, which may result from
                  the distribution of the Products by UDS hereunder. Thane
                  hereby appoints the Secretary of State of the State of Nevada
                  as its agent for service for process in connection with any
                  action brought by UDS against Thane under this Agreement.

10       OPTION TO PURCHASE. If during the term of this Agreement, unless
         sooner terminated in accordance herewith, any third person offers to
         purchase either singly, or in a series of related written offers, a
         majority of the stock in UDS that is issued and outstanding at the time
         of the offer(s), and such offer is acceptable to the holders of a
         majority of the issued and outstanding stock in UDS, then subject to
         the provisions of this Section, Thane shall have a right of first
         refusal with respect to such offer(s). The purchase price per share, in
         addition to cash, shall include the cash value of any property to be
         received and the value attributable to any employment contract,
         consulting contract, or any other side agreement between the third
         person making the offer(s) and the selling shareholders.

         a.       Upon receipt of any acceptable offer(s) as set forth above,
                  UDS, within thirty (30) days following its receipt of such
                  offer(s), shall provide Thane with a copy of said offer(s).
                  Thane shall have the right, at its election, to purchase all,
                  but not less than all, of the issued and outstanding stock in
                  UDS at the purchase price per share as determined herein, and
                  upon the other terms and conditions contained in the third
                  person offer(s). If written notice of Thane's exercise of its
                  right of first refusal granted hereunder is not received by
                  UDS within thirty (30) days following the date the offer(s)
                  were received by Thane, then this right of first refusal shall
                  lapse, and the shareholders may transfer their shares in UDS
                  free of any rights created by this Section.

         b.       The foregoing notwithstanding, Thane's right of first refusal
                  hereunder shall not extend to proposed transfers of stock in
                  UDS to: UDS; to any other shareholder; any trust created by a
                  shareholder; any member of the family of the shareholder or
                  the shareholder's spouse, if within the second degree of
                  consanguinity; any guardian, executor, or administrator of
                  the shareholder's estate; and any trustee or receiver of the
                  shareholder's estate; any creditor as a pledge of collateral.

11       CONTROLLING AGREEMENT. In the event of any conflict between the
         provisions of this Agreement and the provisions contained in any
         contract or sales order form used by Thane or UDS, the provisions of
         this Agreement shall control.


                                       6
<PAGE>
12   TIME.   Time is of the essence of this Agreement and in the performance and
     enforcement of each of the promises, covenants, representations and
     warranties of the parties contained herein. For the purpose of computing
     any period of time prescribed herein or relating hereto, the first day
     shall be excluded. If the period of time is six (6) days or more, weekends
     and public holidays shall be included. An act required to be performed on a
     day shall be performed at or before the close of business on such day. If
     an act is required to be performed on a certain day and such day is not a
     regular business day, the time of performance or measurement shall be
     extended to and including the next regular business day.

13   ENTIRE AGREEMENT.   This Agreement constitutes the entire agreement of the
     parties and all prior rights, negotiations and representations are merged
     herein.

14   APPLICABLE LAW.   This Agreement shall be construed in accordance with the
     laws of the State of Nevada, and each of the parties to this Agreement
     stipulates and agrees that the state and federal courts located in Washoe
     County, Nevada, shall have exclusive jurisdiction and be the proper venue
     for any proceedings with respect to the interpretation or enforcement of
     this Agreement.

15   NOTICES.   Notices to or for the respective parties shall be given in
     writing and delivered in person or mailed by certified or registered mail,
     return receipt requested, addressed to the respective party at the address
     set out below, or at such other address as either party may elect to
     provide in advance in writing to the other party:

UDS:              UDS
                  ATTN: Patrick West
                  1395 Greg Street, Suite 111
                  Sparks, NV 89431

With a copy to:   James L. Kelly, Esq.
                  Hale, Lane, Peek, Dennison, Howard,
                  Anderson and Pearl
                  100 W. Liberty Street, Tenth Floor
                  Reno, NV 89501

THANE:            78-140 Calle Tampico
                  La Quinta, CA 92253
                  ATTN: Mark Taylor

With a copy to:   Kandy Allen, Esq.
                  78-140 Calle Tampico
                  La Quinta, CA 92253


                                       7
<PAGE>


17       AMENDMENTS. This Agreement may be amended at any time by mutual
         consent of the parties hereto, with any such amendment to be invalid
         unless in writing, signed by the parties hereto.

18       HEADINGS. The various headings in this Agreement are inserted for
         convenience only and are not part of the Agreement.

19       ATTORNEYS' FEES AND COSTS. If any legal action or any arbitration or
         other proceeding is brought for the enforcement of this Agreement or
         because of an alleged dispute, breach, default or misrepresentation in
         connection with any of the provisions of this Agreement, the
         successful or prevailing party shall be entitled to recover reasonable
         attorneys' fees and other costs incurred in that action or proceeding,
         in addition to any other relief to which he may be entitled.

20       COUNTERPARTS. This Agreement may be executed in any number of
         counterparts with the same effect as if all the Members had signed the
         same document. All counterparts shall be construed together and shall
         constitute one Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
signed on its behalf by a duly authorized individual, or officer, as of the
Effective Date.


THANE


By:   /s/ Mark Taylor
   ------------------------------------
Mark Taylor, Senior Vice President



UDS


By:   /s/ Patrick West
   ------------------------------------
Patrick West, President



                                       8

<PAGE>

                               AMENDMENT NO. 1 TO
                      EXCLUSIVE ORDER FULFILLMENT AGREEMENT


         THIS AMENDMENT NO. 1 (this "AMENDMENT") to Exclusive Order Fulfillment
Agreement is made and entered into this 8th day of December, 2000 by and between
THANE INTERNATIONAL, INC., a Delaware corporation ("THANE"), and INNOTRAC
CORPORATION, a Georgia corporation ("INNOTRAC").

                                   BACKGROUND:

         Thane and UDS, a Nevada corporation ("UDS") are parties to that certain
Exclusive Order Fulfillment Agreement, dated as of June 9, 1999 (the
"AGREEMENT"), which provides for UDS to serve as Thane's exclusive sales order
fulfillment representative. UDS has been merged with and into Innotrac, and
Innotrac is the successor to UDS under the Agreement. The parties hereto have
concurrently entered into a Waiver Agreement pursuant to which Thane has waived
certain rights in consideration of certain payments and deliveries provided for
thereunder. Innotrac and Thane desire to amend the Agreement for the purposes
described below.

                                   AGREEMENT:

         In consideration of the premises and the mutual covenants and
agreements contained herein and in the Agreement and the Waiver Agreement, the
parties hereto agree as follows:

         1.       The title to the Agreement shall be changed to "Order
Fulfillment Agreement."

         2.       All references in the Agreement to UDS shall be deemed to be
references to Innotrac, and Innotrac shall be deemed to be the successor to UDS
under the Agreement.

         3.       All capitalized terms used in this Amendment and not otherwise
defined shall have the meanings assigned to them in the Agreement.

         4.       The word "exclusive" is deleted from Recital D.

         5.       The defined terms "Thane Products" and "Thane Product" shall
be replaced with the defined terms "Products" and "Product," respectively.

         6.       Section 1 is deleted in its entirety and the following
inserted in lieu thereof:

                  "1.      Sales Order Fulfillment Agency Appointment.

                           1.1      Thane grants to Innotrac the nonexclusive
                                    right to act as Thane's sales order
                                    fulfillment representative for its
                                    Products. Innotrac reserves the right,
                                    exercisable in Innotrac's sole and absolute
                                    discretion, to refuse to accept any Products
                                    where acceptance of any such Products would
                                    impose an undue burden on Innotrac's
                                    resources or otherwise be impracticable for
                                    Innotrac to accept.
<PAGE>


                           1.2      During any rolling 12-month period
                                    commencing December 2000, Thane shall refer
                                    to Innotrac at least the lesser of (i) 80%
                                    of all of Thane's sales order fulfillment
                                    business for all its Products and for all of
                                    Thane's customers and accounts worldwide; or
                                    (ii) the revenues, excluding freight costs,
                                    received by Innotrac's predecessor, UDS,
                                    from Thane during the 12-month period ended
                                    October 31, 2000. Within 45 days after the
                                    end of each fiscal quarter Thane will
                                    provide a written certification from its
                                    Chief Financial Officer that Thane is in
                                    compliance with this provision for the
                                    preceding 12-month period during the term of
                                    this Agreement.


                           1.3      Unless specifically authorized by Innotrac
                                    in writing, Thane agrees that it will not
                                    solicit or employ or contract with or engage
                                    in any manner any current or former officer,
                                    director, employee, or agent of Innotrac
                                    while this Agreement is in effect and for a
                                    period of two (2) years immediately
                                    following the termination of this
                                    Agreement."

         7.       The following language is added to the end of the sentence in
Section 2.2: ",in all cases consistent with the provision of such services as
of the closing of the transactions contemplated by the Agreement and Plan of
Merger between UDS and Innotrac Corporation, except as otherwise agreed by
Innotrac in writing."

         8.       Section 6 is deleted in its entirety and the following
inserted in lieu thereof:

                 "6      TERM. This Agreement shall terminate on December 8,
                         2005. Alternatively, this Agreement may be terminated
                         at any time by mutual written agreement of the parties
                         or as specified in Section 8."

         9.       The following Section 8.2 is added to the end of Section 8:

                           "8.2.    If Thane breaches or defaults on its
                                    obligations under Section 1.2 hereof with
                                    respect to any rolling 12-month period, and
                                    fails to cure such default within 3 months
                                    immediately after the end of such 12-month
                                    period, then Innotrac shall have the option
                                    of ceasing performance under that certain
                                    Contract for Consulting Services between
                                    Thane and Innotrac's predecessor, UDS, made
                                    on October 1, 1996 (the "CONSULTING
                                    CONTRACT") until such breach or default is
                                    cured by Thane; provided, that Thane will be
                                    obligated to return any consulting fees paid
                                    or credited by UDS or Innotrac with respect
                                    to any period for which Thane is in default
                                    or has breached Section 1.2 hereof, or
                                    Innotrac may offset such amount against any
                                    future consulting fees that may become due
                                    under the Consulting Contract after the
                                    3-month cure period."

         10.      Section 10 is deleted in its entirety and the following
inserted in lieu thereof:

                  "10.     LIMITATION OF LIABILITY.  THE AGGREGATE LIABILITY OF
                           EACH OF THE PARTIES IN CONNECTION WITH THIS AGREEMENT
                           FOR ANY AND


                                       2

<PAGE>

                           ALL LOSSES, CLAIMS, DAMAGES OR LIABILITIES, WHETHER
                           IN CONTRACT OR IN TORT, OR UNDER ANY OTHER THEORY
                           (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT
                           LIABILITY), SHALL NOT EXCEED THE AGGREGATE AMOUNTS
                           PAID TO INNOTRAC BY THANE PURSUANT TO THIS AGREEMENT,
                           AND NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT,
                           INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL
                           DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER
                           PERSON IN CONNECTION WITH THIS AGREEMENT OR THE
                           PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS
                           HEREUNDER, REGARDLESS OF WHETHER OR NOT SUCH PARTY
                           HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES."

         11.      The first two of the four notice addresses in Section 15 are
deleted in their entirety and the following inserted in lieu thereof:

                  "Innotrac:        Innotrac Corporation
                                    Att'n: Chief Financial Officer
                                    6655 Sugarloaf Parkway
                                    Duluth, Georgia 30097

                  With a copy to:   Kilpatrick Stockton LLP
                                    Att'n: David A. Stockton
                                    1100 Peachtree Street
                                    Atlanta, Georgia 30306"

         12.      This Amendment may be executed in one or more counterparts and
each such counterpart shall constitute an original and all such counterparts
together shall constitute one and the same instrument.

         13.      Except as expressly amended herein, the Agreement shall
continue to be and shall remain in full force and effect in accordance with its
terms.


         14.      In consideration of Thane's covenants and agreements contained
herein, Innotrac shall pay to Thane the sum of $500,000 in cash in immediately
available funds to the U.S. account designated in writing by Thane
contemporaneously with the execution hereof.




         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.

                                    THANE INTERNATIONAL, INC.



                                    By: /s/ Mark Taylor
                                       ----------------------------------------
                                       Name: MARK TAYLOR
                                            -----------------------------------
                                       Title: COO
                                             ----------------------------------


                                       3


<PAGE>

                                    INNOTRAC CORPORATION



                                    By:  /s/ David L. Gamsey
                                       ----------------------------------------
                                       Name:  David L. Gamsey
                                       Title: Senior Vice President, Chief
                                              Financial Officer and Secretary


                                       4