SECOND WAIVER AND AMENDMENT AGREEMENT
THIS SECOND WAIVER AND AMENDMENT AGREEMENT ( hereinafter referred to as this
“Agreement”) is made and entered into as of April 16, 2007, 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 by that certain Waiver and Amendment
Agreement dated as of November 14, 2006, the “Loan Agreement”). Capitalized terms used herein, unless
otherwise defined, shall have the meanings ascribed to them in the Loan Agreement.
Borrower has informed Bank that the Borrower has failed to comply with, or a default has
occurred under, the following sections of the Loan Agreement: (i) Section 7(a) as a result of Borrower's failure to
maintain the required Fixed Charge Coverage Ratio for the month of December 2006, (ii) Section 5.6(i) as a
result of Borrower's failure to provide Bank on or before February 9, 2007, with Borrower's forecasted balance
sheet, cash flow statement, Borrowing Base projection and financial covenant compliance on a month by month
basis for Borrower's 2007 fiscal year and (iii) Section 8.1(f) as a result of Borrower's failure to make the
$800,000 payment described in the definition of "Fixed Charge Coverage Ratio" in Section 7(a). Such defaults
are referred to herein as the "Existing Defaults" and constitute Events of Default under Section 8.1(b) of the Loan
Agreement. In addition, the Borrower's income statement projections for fiscal year 2007 delivered to Bank
under Section 5.6(i) of the Loan Agreement (the "2007 Projections") indicate that Borrower will be unable to
maintain the required Fixed Charge Coverage Ratio for any period during Borrower's 2007 fiscal year.
The Borrower has requested that the Bank wa