THIS AGREEMENT ("Agreement") is made and entered into as of this 31st day of December, 2000, by and
between PATRICK WEST, an individual resident of the State of Nevada ("Employee"), and INNOTRAC
CORPORATION, a Georgia corporation (the "Employer").
WHEREAS, UDS, a Nevada corporation (the "Company"), the Employee, Daniel Reeves, the Estate of John L.
West, and the Employer entered into an Agreement and Plan of Merger, dated December 8th, 2000 (the
"Merger Agreement"), pursuant to which the Employer has agreed, subject to certain terms and conditions, to
purchase all of the issued and outstanding shares of capital stock of the Company;
WHEREAS, the Company will be merged with and into the Employer simultaneously with the consummation of
the transactions contemplated by the Merger Agreement;
WHEREAS, the Employee is a key employee of the Company; and
WHEREAS, the Employer desires to employ the Employee upon the consummation of the transactions
contemplated by the Merger Agreement;
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:
Subject to the terms hereof, the Employer hereby employs the Employee commencing upon the consummation of
the transactions contemplated by the Merger Agreement (the date of such consummation being hereinafter
referred to as the "Effective Date"), and the Employee hereby accepts such employment as of the Effective Date.
Employee will serve as the Chief Executive Officer of the UDS Division of the Employer and shall have such
responsibilities, duties and authority as set forth on Exhibit A, hereto (the "Position"). Employee agrees to devote
his full business time and best efforts to the performance of the duties relating to the Position. Employee warrants
that Employee is not under any obligation, contractual or otherwise, limiting or affecting Employee's ability or rig