AGREEMENT TO DISCHARGE DEBT
THIS AGREEMENT (the "AGREEMENT") is made and entered into as of this 17th day of April, 2001,
between RETURN.COM ONLINE, LLC, a Georgia limited liability company ("RETURN.COM"), and MAIL
BOXES ETC. USA, INC., a California corporation ("MBE").
WHEREAS, MBE and Innotrac Corporation formed Return.com Online, Inc., the predecessor to Return.com, in
May 2000 to serve as an internet and catalog-based returns solution;
WHEREAS, MBE is entering into an agreement with United Parcel Service General Services Co. ("UPS")
whereby MBE is to sell substantially all of its assets to UPS;
WHEREAS, in connection with the agreement with UPS, MBE desires to cancel that certain promissory note
dated December 29, 2000 by MBE in favor of Return.com (the "PROMISSORY NOTE") in the aggregate
principal amount of $3,368,000, together with all accrued interest thereon, and terminate that certain pledge
agreement entered into December 29, 2000 with Return.com (the "PLEDGE AGREEMENT") whereby MBE
pledged 10,000,000 units of Return.com limited liability company interests (the "PLEDGED INTERESTS");
NOW THEREFORE, the parties in consideration of the mutual promises, covenants and agreements set forth
and contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Cancelation of the Promissory Note. The parties agree that the Promissory Note is hereby cancelled, effective
as of the date referenced above (the "PROMISSORY NOTE CANCELLATION"). Pursuant to the Promissory
Note Cancellation, all rights and obligations under the Promissory Note are hereby discharged.
2. Termination of the Pledge Agreement. The parties agree that the Pledge Agreement is hereby terminated,
effective as of the date referenced above (the "PLEDGE AGREEMENT TERMINATION"). Pursuant to the
Pledge Agreement Termination, all rights and obligations under the Pledge Agreement are hereby discharged.