THIS AGREEMENT ("Agreement") is made and entered into as of this 31st day of December, 2001, by and
between ROBERT TONER, an individual resident of the State of Georgia ("Employee"), and INNOTRAC
CORPORATION, a Georgia corporation (the "Employer").
WHEREAS, the parties hereto desire to enter into an agreement for the 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 Vice President Logistics of the 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 of any
subsidiary of the Employer, and may perform services for any subsidiary of the Employer, as directed from time
to time by the Board of Directors or the Chief Executive Officer, President or Chief Operating Officer.
Section 2. Term of Employment.
The term of Employee's employment (the "Term") shall commence on January 1, 2002 and shall continue from
such date until the earlier of (a) January 1, 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);
(ii) The termination by Employe