This Agreement (the "Agreement") is entered into as of the 14th day of August, 2003, by IPOF Fund, LP, an
Ohio limited partnership ("IPOF"), David Dadante, an individual resident of Ohio and the general partner of
IPOF ("Dadante", and together with IPOF and any other persons or entities with which he may constitute a
"group", as defined in and pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
shall be referred to herein as the "IPOF Group"), and Innotrac Corporation, a Georgia corporation (the
WHEREAS, the IPOF Group is currently the beneficial owner of 2,362,788 shares of the Company's Common
Stock, which represents approximately 20.57% of the shares of such class outstanding.
WHEREAS, Mr. Dadante is the general partner of IPOF and holds voting power and dispositive power over
any shares of Common Stock beneficially owned by IPOF.
WHEREAS, the Company is a party to that certain Rights Agreement dated as of December 31, 1997 between
it and SunTrust Bank, as amended (the "Rights Agreement"), which provides that any person or group which is
the beneficial owner of 15% of more of the outstanding Common Stock shall be deemed to be an Acquiring
Person (as defined in the Rights Agreement), unless the so-called "inadvertent acquisition" exception in Section 1
(a) of the Agreement is applicable.
WHEREAS, the Board of Directors has determined in good faith to amend the Rights Agreement so as to
exclude the IPOF Group from the definition of Acquiring Person unless and until the IPOF Group becomes the
beneficial owner of more than 25% of the Company's outstanding Common Stock, as set forth in Amendment
No. 2 to the Rights Agreement ("Amendment No. 2").
WHEREAS, the Company and the IPOF Group desire to establish in this Agreement certain conditions of the
IPOF Group's relationship with the Company.
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth in this Agreement,
the parties hereby agree as