THIS WAIVER AGREEMENT (hereinafter referred to as this "Agreement") is made and entered into as of the
13th day of March, 2006, by and among INNOTRAC CORPORATION, a Georgia corporation and successor
by merger to iFULFILLMENT, Inc., a Georgia corporation (hereinafter referred to as "Borrower"), and
WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to SOUTHTRUST BANK,
(hereinafter referred to as "Bank").
Borrower and Bank are parties to that certain Third Amended and Restated Line of Credit Note dated May 10,
2004, made by Borrower (and iFulfillment, Inc.) to the order of Bank in the original principal amount of Twenty
Five Million and No/100 Dollars ($25,000,000.00), 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 Borrower and Bank dated as of
April 3, 2003, 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").
Borrower has (i) advised Bank that Borrower did not comply with Section 6.22(1) or Section 6.22(3) for its
fiscal quarter ending December 31, 2005 (collectively, the "2005 Financial Covenant Defaults"), and (ii)
requested Bank waive the 2005 Financial Covenant Defaults.
Bank has so agreed to waive the 2005 Financial Covenant Defaults, subject to the terms and conditions more
specifically set forth below.
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, Borrower
and Bank do hereby agree as follows:
1. WAIVER OF 2005 FINANCIAL COVENANT DEFAULT