EXHIBIT 10.1
LOAN DOCUMENTS MODIFICATION AGREEMENT
THIS LOAN DOCUMENTS MODIFICATION AGREEMENT (hereinafter referred to as this "Amendment")
is made and entered into as of the 10th day of May, 2004, by and among INNOTRAC CORPORATION, a
Georgia corporation and iFULFILLMENT, Inc., a Georgia corporation (hereinafter collectively referred to as
"Borrowers"), and SOUTHTRUST BANK, an Alabama banking corporation, successor by conversion to
SouthTrust Bank, NA, a national banking association (hereinafter referred to as "Lender").
BACKGROUND STATEMENT
Borrowers and Lender are parties to that certain Second Amended and Restated Line of Credit Note dated
April 3, 2003, made by Borrowers to the order of Lender in the original principal amount of Forty Million and
No/100 Dollars ($40,000,000.00), as modified by the parties from time-to-time (hereinafter referred to as the
"Note", and the loan evidenced thereby as the "Loan"). The Note is secured by that certain (a) Second Amended
and Restated Loan and Security Agreement by and between Borrowers and Lender dated as of even date
thereof, as subsequently modified by the parties from time-to-time (the "Loan Agreement"), and (b) any and all
other documents related to the aforementioned documents, as subsequently modified by the parties from time-to-
time (hereinafter collectively referred to as the "Loan Documents"). Borrowers and Lender have agreed to amend
the Loan Agreement, to modify all of the other Loan Documents to reflect the same, and the parties hereto are
entering into this Amendment to evidence their agreements.
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, Borrowers
and Lender do hereby agree as follows:
1. MODIFICATION OF LOAN AGREEMENT. The terms of the Loan Agreement are hereby modified and
amended, effective as of the date hereof, as follows:
(A) By deleting the Recitals l