Exhibit 10.24


    
      

    

    EXHIBIT
      10.28

    
       

      
        Exhibit
          D

        


        INNOTRAC
          CORPORATION.

        2000
          STOCK OPTION AND INCENTIVE AWARD PLAN

        


        RESTRICTED
          STOCK AWARD AGREEMENT

        


        


        THIS
          AGREEMENT, made and entered into as of the ____ day of March, 2007, by
          and
          between INNOTRAC CORPORATION. (“the “Company”)
          and
          ______________________ (the “Grantee”).
          

        


        WITNESSETH:

        


        WHEREAS,
          the Company maintains the Innotrac Corporation 2000 Stock Option and Incentive
          Award Plan (the “Plan”),
          and
          the Grantee has been selected by the Committee to receive a Restricted
          Stock
          Award under the Plan; 

        


        NOW,
          THEREFORE, IT IS AGREED, by and between the Company and the Grantee, as
          follows:

         

                       
          1.  Award
          of Restricted Stock

         

        1.1  The
          Company hereby grants to the Grantee an award of _____________ Shares of
          restricted stock (“Restricted
          Stock”),
          subject to, and in accordance with, the restrictions, terms and conditions
          set
          forth in this Agreement. The grant date of this award of Restricted Stock
          is
          March ____, 2007 (“Grant Date”).
          

         

        1.2  This
          Agreement shall be construed in accordance and consistent with, and subject
          to,
          the provisions of the Plan (the provisions of which are incorporated herein
          by
          reference) and, except as otherwise expressly set forth herein, the capitalized
          terms used in this Agreement shall have the same definitions as set forth
          in the
          Plan. 

         

        1.3  This
          Award is conditioned on the Grantee’s execution of this Agreement. If this
          Agreement is not executed by the Grantee and returned to the Company within
          two
          months of the Grant Date, it may be canceled by the Committee resulting
          in the
          immediate forfeiture of all Shares of Restricted Stock.

         

        2.  Restrictions

         

        2.1  Subject
          to Section 2.2 below, if the Grantee remains employed by the Company (or
          with
          respect to a Director or consultant, continues to serve as a Director or
          continues to provide services to the Company, as determined by the Committee
          in
          its discretion), the Grantee shall become vested in 1/4 of the Shares of
          Restricted Stock on each of the seventh, eighth, ninth and tenth anniversaries
          of the Grant Date (each, a “Vesting
          Date”),
          such
          that all Shares of Restricted Stock shall be fully vested on March __,
          2017 (the
“Final
          Vesting Date”).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        2.2  Notwithstanding
          the other provisions of this Agreement, in the event of a Change in Control
          prior to Grantee’s Final Vesting Date, the Restricted Stock shall become fully
          vested and nonforfeitable as of the date of the Change in Control. 

         

        2.3  If,
          prior
          to the Final Vesting Date, Grantee has his/her employment (or service as
          a
          Director or consultant) terminated for any reason, all unvested shares
          of
          Restricted Stock shall be forfeited.

         

        2.4  The
          Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
          encumbered prior to the date Grantee becomes vested in the Restricted
          Stock.

         

        3.  Stock;
          Dividends; Voting

         

        3.1  The
          stock
          certificate(s) evidencing the Restricted Stock shall be registered on the
          Company’s books in the name of the Grantee as of the Grant Date. The Company or
          its designee shall retain physical possession or custody of such stock
          certificate(s) or shall not issue such certificate(s) until such time as
          the
          Shares of Restricted Stock are vested in accordance with Section 2 and,
          if
          applicable, until the Grantee requests delivery of the certificate(s).
          While in
          its possession, the Company reserves the right to place a legend on the
          stock
          certificate(s) restricting the transferability of such certificates and
          referring to the terms and conditions (including forfeiture) of this Agreement
          and the Plan. Grantee agrees to provide the Company at the time of execution
          of
          this Agreement with a stock power in the form attached hereto, appropriately
          endorsed in blank, in respect of the Restricted Stock

         

        3.2  During
          the period the Restricted Stock is not vested, the Grantee shall be entitled
          to
          vote such Restricted Stock. All dividends declared and paid by the Company
          on
          Shares of Restricted Stock in Shares shall be deferred until the restrictions
          on
          the Restricted Stock lapse in accordance with Section 2. These deferred
          dividends shall be held by the Company for the Grantee’s account. Upon the
          forfeiture of the Restricted Stock, any deferred dividends attributable
          to such
          Restricted Stock shall also be forfeited. Dividends declared and paid by
          the
          Company on Restricted Stock in cash shall not be subject to such
          restrictions.

         

        3.3  In
          the
          event of any adjustments in authorized Shares as provided in Article 4
          of the
          Plan, the number and class of Shares of Restricted Stock or other securities
          that Grantee shall be entitled to pursuant to this Agreement shall be
          appropriately adjusted or changed to reflect such change, provided that
          any such
          additional Shares of Restricted Stock or additional or different shares
          or
          securities shall remain subject to the restrictions in this Agreement.
          

         

        3.4  The
          Grantee represents and warrants that he is acquiring the Restricted Stock
          for
          investment purposes only, and not with a view to distribution thereof.
          The
          Grantee is aware that the Restricted Stock may not be registered under
          the
          federal or any state securities laws and that, in addition to the other
          restrictions on the Restricted Stock, the shares will not be able to be
          transferred unless an exemption from registration is available. By making
          this
          award of Restricted Stock, the Company is not undertaking any obligation
          to
          register the Restricted Stock under any federal or state securities laws.
          

        
           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

             

                           
              4.  No
              Right to Continued Employment

          

        

         

        Nothing
          in this Agreement or the Plan shall be interpreted or construed to confer
          upon
          the Grantee any right with respect to continuance of employment or service
          as a
          Director or consultant by the Company or a Subsidiary, nor shall this Agreement
          or the Plan interfere in any way with the right of the Company or a Subsidiary
          to terminate at any time the Grantee’s employment or service as a Director or
          consultant, subject to Grantee’s rights under this Agreement.

         

                        5.  Taxes
          and Withholding

         

        The
          Grantee shall be responsible for all federal, state and local income and
          employment taxes payable with respect to this Award of Restricted Stock.
          The
          Grantee shall have the right to make such elections under the Internal
          Revenue
          Code of 1986, as amended, as are available in connection with this Award
          of
          Restricted Stock, including a Section 83(b) election. The Company and Grantee
          agree to report the value of the Restricted Stock in a consistent manner
          for
          federal income tax purposes. The Company shall have the right to retain
          and
          withhold from any payment of Restricted Stock the amount of taxes required
          by
          any government to be withheld or otherwise deducted and paid with respect
          to
          such payment. At its discretion, the Company may require Grantee to reimburse
          the Company for any such taxes required to be withheld and may withhold
          any
          distribution in whole or in part until the Company is so reimbursed. In
          lieu
          thereof, the Company shall have the right to withhold from any other cash
          amounts due to Grantee an amount equal to such taxes required to be withheld
          or
          withhold and cancel (in whole or in part) a number of shares of Restricted
          Stock
          having a market value not less than the amount of such taxes.

         

                       
          6.  Grantee
          Bound By the Plan

         

        The
          Grantee hereby acknowledges receipt of a copy of the Plan and the Prospectus
          related to the Plan and agrees to be bound by all the terms and provisions
          of
          the Plan.

         

                        7.  Modification
          of Agreement

         

        This
          Agreement may be modified, amended, suspended or terminated, and any terms
          or
          conditions may be waived, but only by a written instrument executed by
          the
          parties hereto.

         

                       
          8.  Severability

         

        Should
          any provision of this Agreement be held by a court of competent jurisdiction
          to
          be unenforceable or invalid for any reason, the remaining provisions of
          this
          Agreement shall not be affected by such holding and shall continue in full
          force
          in accordance with their terms. 

        
           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

             

                           
              9.  Governing
              Law 

          

        

         

        The
          validity, interpretation, construction and performance of this Agreement
          shall
          be governed by the laws of the State of Georgia without giving effect to
          the
          conflicts of laws principles thereof.

         

                       
          10.  Successors
          in Interest

         

        This
          Agreement shall inure to the benefit of, and be binding upon, the Company
          and
          its successors and assigns, and upon any person acquiring, whether by merger,
          consolidation, reorganization, purchase of stock or assets, or otherwise,
          all or
          substantially all of the Company’s assets and business. This Agreement shall
          inure to the benefit of the Grantee’s legal representatives. All obligations
          imposed upon the Grantee and all rights granted to the Company under this
          Agreement shall be final, binding and conclusive upon the Grantee’s heirs,
          executors, administrators and successors.

         

                       
          11.  Resolution
          of Disputes 

         

        Any
          dispute or disagreement which may arise under, or as a result of, or in
          any way
          relate to the interpretation, construction or application of this Agreement
          shall be determined by the Committee. Any determination made hereunder
          shall be
          final, binding and conclusive on the Grantee and the Company for all purposes.
          

        


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

        


                            INNOTRAC
          CORPORATION.


        


        


                            By:
          _________________________________

        


        


        


                            ____________________________________

                            GRANTEE:
          

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

           

        

        STOCK
          POWER

        


        FOR
          VALUE
          RECEIVED, the undersigned does hereby assign and transfer to
          __________________________ ___________________________(_______) shares
          of the
          common stock of INNOTRAC CORPORATION. (the “Company”), $0.10 par value, standing
          in the name of the undersigned on the books of the Company and does hereby
          irrevocably constitute and appoint _______________________ attorney to
          transfer
          said stock on the books of the Company, with full power of substitution
          in the
          premises.

        


        DATED:
          ______________________

        


                            ___________________________(SEAL)

                            Name:

        


        WITNESS:

        


        _______________________

        
           

           

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