WAIVER AND AMENDMENT AGREEMENT
THIS WAIVER AND AMENDMENT AGREEMENT ( hereinafter referred to as this
“Agreement”) is made and entered into as of November 14, 2006, by and between INNOTRAC
CORPORATION, a Georgia corporation (hereinafter referred to as “Borrower”), and WACHOVIA BANK,
NATIONAL ASSOCIATION (hereinafter referred to as “Bank”).
Borrower and Bank are parties to that certain Third Amended and Restated Loan and
Security Agreement dated March 28, 2006 (as previously amended, the “Loan Agreement”). Capitalized terms
used herein, unless otherwise defined, shall have the meanings ascribed to them in the Loan Agreement.
Borrower has informed the Bank that certain Events of Default have occurred and continue
to exist under the Loan Agreement by reason of the following (collectively, the "Stipulated Defaults"): (i)
Borrower's failure to comply with Section 7(a) (Fixed Charge Coverage Ratio) (the "FCC Covenant") of the
Loan Agreement for the Borrower's fiscal quarter ending September 30, 2006, and (ii) Borrower's failure to
comply with Section 6.1 (Debt) of the Loan Agreement as a result of Borrower's incurring in connection with
Borrower's acquisition of ClientLogic’s fulfillment and reverse logistics business deferred purchase obligations for
such purchased assets consisting of (A) a $800,000 deferred purchase payment due in February 2007 and (B)
an earn-out payment commencing on or before April 2007 and ending on or before April 2008 (the "Deferred
Purchase Price Payments").
The Borrower has requested that the Bank waive the Stipulated Defaults and amend the
Loan Agreement as hereinafter set forth and the Bank has agreed, subject to all of the terms and conditions set
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