THIS AGREEMENT ("Agreement") is made and entered into as of this XXst day of April, 2003, by and
between JAMES MCMURPHY, an individual resident of the State of Georgia ("Employee"), and INNOTRAC
CORPORATION, a Georgia corporation (the "Employer").
W I T N E S S E T H:
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 and Chief Information Office 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 and provided further that the Employee may also
serve on boards of directors or trustees of other companies and organizations, as long as such service does not
materially interfere with the performance of his duties hereunder.
Section 2. Term of Employment.
The term of Employee's employment (the "Term") shall continue from the date hereof until the earlier of (a)
December 31, 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 Employer of Employee's employment hereunder, upon prior written