NonDisclosure Agreement Form

EXHIBIT 99.2

NONDISCLOSURE, NONCOMPETITION AND NONSOLICITATION AGREEMENT

BACKGROUND

     A. GSI and Innotrac Corporation, a Georgia corporation (the “Company” ), intend to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement” ), which provides for Bulldog Acquisition Corp., a wholly-owned subsidiary of GSI, to be merged with and into the Company (the “Merger” ). Following the Merger, GSI will own all of the outstanding stock of the Company.

     B. Stakeholder owns approximately forty six percent (46%) of the issued and outstanding capital stock of the Company and desires that the Merger be completed.

     C. As contemplated by the Merger Agreement, the Company will become a wholly owned subsidiary of GSI and will carry on the business being conducted by the Company before the Merger.

      Now, Therefore , in consideration of the recitals stated above and the promises, agreements and covenants hereinafter contained, and intending to be legally bound hereby, the parties agree as follows:

     1.  Definitions.

           (a)  “Closing Date” means the date of the consummation of the Merger.

           (b)  “GSI Group” means GSI and all existing and future subsidiaries of GSI including the Company.

           (c)  “Business” means the provision of order processing, fulfillment and/or customer care services as a third-party service provider to e-commerce and other direct-to-consumer businesses.

           (d)  “including” means including without limitation.

     2.  Acknowledgment. The Stakeholder acknowledges that:

          (a) The GSI Group expends substantial time and money, on an ongoing basis, to train its employees, maintain and expand its customer base, and improve and develop its products, services, software, technology and databases;

          (b) During Stakeholder’s tenure as a creditor, shareholder, employee and/or director of the Company before the Merger, and during such Stakeholder’s tenure as an employee of the GSI Group after the Merger , Stakeholder has had and may continue to have access to, receive, learn, develop and/or conceive Proprietary Information of the Company and its affiliates and/or the GSI Group; such Proprietary Information is for the benefit of the Company’s and its affiliates’ and/or GSI Group’s competitive position in the marketplace; and such Proprietary Information could be useful to competitors of the Company and its affiliates and/or the GSI Group;

          (c) The execution and delivery of this Nondisclosure, Noncompetition and Nonsolicitation Agreement (the “Agreement” ) is a condition to GSI’s execution and delivery of the Merger Agreement and its obligation to consummate the Merger and grant Stakeholder restricted stock award with a value of $2.5 million at the time of grant and that he will benefit from the Merger and the grant of the restricted stock award.

          (d) The covenants of this Agreement (the “Covenants” ) are supported by good and adequate consideration; and the Covenants are reasonable and necessary to protect the legitimate business interests of the Company and the GSI Group in acquiring the Company; and

          (e) In connection with the consummation of the Merger, the Stakeholder will receive consideration having a significant economic value.

     3.  Nondisclosure. At all times after the Closing Date, except with the express prior written consent of an executive officer of GSI or in connection with the proper performance of services under his Employment Agreement, Stakeholder will not, directly or indirectly, communicate, disclose or divulge to any Person, or use for the benefit of any Person, any Proprietary Information or any Third Party Information. “Proprietary Information” means any and all confidential and/or proprietary knowledge, data or information of the Company or GSI or any of their affiliates, no matter when or how acquired. By way of illustration, but not limitation, Proprietary Information includes (i) Inventions; (ii) the terms and details of contracts and arrangements with and proposals to any customers of the Company or its affiliates ( “Customers” ) and any prospective Customers or any entities for which GSI or its affiliates operate e-commerce businesses or provide marketing services ( “Partners” ) and any prospective Partners; (iii) personal, financial and other information obtained from customers of Customers or Partners ( “Consumers” ); (iv) non-public pricing information, vendor prices, buying and pricing strategies and merchandise plans, including the terms of contracts and arrangements with vendors; (v) promotional, marketing and advertising strategies and plans, including the terms of contracts and arrangements relating to promotions, marketing and advertising; (vi) non-public financial and statistical information relating

to the Company or GSI or any of their affiliates, or the Business operated by the Company and its affiliates or the business and the e-commerce businesses operated by GSI and its affiliates, including budgets, financial and business forecasts, expansion plans and business strategies; and (vii) information regarding the skills and compensation of other employees of the Company and GSI and their affiliates. For purposes of this Section 3, Proprietary Information will not include any information which is now known by or available to the general public or generally in the industry, which becomes known by or available to the general public or generally in the industry other than as a result of a breach of this Agreement by Stakeholder or which is independently acquired by Stakeholder. “Person” means any individual, sole proprietorship, joint venture, partnership, corporation, association, cooperative, trust, estate, government body, administrative agency, regulatory authority or other entity of any nature. “Third Party Information” means any and all confidential or proprietary data, knowledge and information received from third parties, including Customers and Partners, prospective Customers and Partners and Consumers, subject to a duty on the part of the Company or GSI or any of their affiliates to maintain the confidentiality of such data, knowledge or information and to use it only for certain purposes. “Inventions” means all trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, whether or not patentable or registrable under copyright or similar statutes.

     4.  Non-Competition. Stakeholder acknowledges that the Business of the Company and its affiliates and the business of GSI and its affiliates are highly competitive, that he has Proprietary Information of the Company and its affiliates and Third Party Information of their Customers and Consumers and that as a result of the Company being acquired by GSI, Stakeholder will receive and be privy to Proprietary Information of GSI and its affiliates and Third Party Information of their Partners and Consumers. Stakeholder further acknowledges that the Company and GSI and their affiliates are engaged in the provision of services to support the e-commerce and direct-to-consumer businesses of their Customers and Partners and that due to the nature of such businesses, the work performed by Stakeholder for the Company may not be bound by any geographical or territorial limitations. Accordingly, for four (4) years after the Closing Date (the “Restricted Period” ), except with GSI’s express prior wr