GUARANTOR PLEDGE AGREEMENT

EXECUTION COPY

GUARANTOR PLEDGE AGREEMENT

THIS GUARANTOR PLEDGE AGREEMENT (the “ Pledge Agreement ”), dated as of September 28, 2007, made by SCOTT DORFMAN , an individual resident of Georgia (“ Guarantor ”) and CHATHAM CREDIT MANAGEMENT III, LLC, a Georgia limited liability company, individually and as collateral agent (in such capacity, “ Collateral Agent ”) for itself and the lenders from time to time signatory to the Loan Agreement hereinafter defined (“ Lenders ”).

W I T N E S S E T H :

WHEREAS, pursuant to that certain Loan and Security Agreement dated as of the date hereof by and between Innotrac Corporation, a Georgia corporation (“ Borrower ”), Agent and the Persons signatory thereto from time to time as lenders (collectively, the “ Lenders ”) (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “ Loan Agreement ”; capitalized terms used but not defined herein shall have the meaning set forth in the Loan Agreement), the Lenders have agreed, subject to certain terms and conditions, to make the Term Loan to Borrower (the “ Loans ”);

WHEREAS, the Pledgor has invested in and holds membership interests in Chatham Investment Fund II, LLC (“ Chatham Fund II ”) and Chatham Investment Fund III, LLC (“ Chatham Fund III ”; and together with Chatham Fund II, the “ Chatham Funds ”) as more specifically identified and set forth in Schedule I hereto (the “ Chatham Membership Interests ”);

WHEREAS, as a condition precedent to the making of the Loans pursuant to the Loan Agreement (a) Pledgor is simultaneously herewith executing and delivering to the Collateral Agent a Guaranty Agreement, dated the date hereof, in favor of the Collateral Agent, for the benefit of the Lending Parties (the “ Guaranty Agreement ”), guaranteeing all of the obligations of the Borrower in respect of the Term Loan and the other Obligations, and (b) the Pledgor is required to execute and deliver to the Collateral Agent this Pledge Agreement providing for the pledge and grant to the Collateral Agent, for the benefit of the Agents and Lenders, of a security interest in, among other things, the Chatham Membership Interests;

WHEREAS, Pledgor has determined that the execution, delivery and performance of this Pledge Agreement directly benefit, and are in the best interest of, Pledgor;

NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Lenders to make and maintain the Loans pursuant to the Loan Agreement, Pledgor hereby agrees with the Collateral Agent as follows:

SECTION 1.    Definitions . Reference is hereby made to the Loan Agreement for a statement of the terms thereof. All terms used in this Pledge Agreement which are defined in the Loan Agreement or in Article 8 or Article 9 of the Uniform Commercial Code (the “ UCC ”) as in effect from time to time in the State of Georgia and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

SECTION 2.    Pledge and Grant of Security Interest . As collateral security for all of the Obligations (as defined in Section 3 hereof), Pledgor hereby pledges and assigns to the Collateral Agent, for the benefit of the Agents and Lenders, and grants to the Collateral Agent, for the benefit of the Agents and Lenders, a continuing security interest in and Lien on Pledgor’s right, title and interest in and to the following (collectively, the “ Pledged Collateral ”):

(a)        all Chatham Membership Interests now owned or hereafter acquired by Pledgor in the Chatham Funds (collectively, the “ Pledged Interests ”), in each case whether or not evidenced or represented by any certificated security or other instrument, the certificates representing the Pledged Interests, and all options and other rights, contractual or otherwise, in respect thereof including, without limitation, (i) Pledgor’s capital account, (ii) all participation in the profits and cash flow of the Chatham Funds arising out of such Pledged Interests, (iii) all rights to participate as a member in the business, affairs, decision making and management of each of the Chatham Funds, to the extent arising out of such Pledged Interests, (iv) all allocations and distributions of profit and loss in the Chatham Funds arising out of such Pledged Interests, including without limitation, all dividends, distributions, cash, instruments, investment property and other property arising out of such interests, and (v) all other equity interests, founders fees, fees, distributions, receivables, contract rights, general intangibles, and other amounts now or hereafter payable in respect of, or arising out of, the Pledged Interests; and

(b)        all proceeds (including proceeds of proceeds) of any and all of the foregoing;

in each case, whether now owned or hereafter acquired by Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).

SECTION 3.    Security for Obligations . The security interest created hereby in the Pledged Collateral constitutes continuing collateral security for all of the following obligations, whether now existing or hereafter incurred (collectively, the “ Obligations ”):

(a)        the Guaranteed Obligations (as defined in the Guaranty Agreement); and

(b)        the due performance and observance by Pledgor of all of Pledgor’s obligations from time to time existing under and in respect of this Pledge Agreement and any other Loan Documents to which Pledgor is a party.

(a)        All certificates currently representing the Pledged Interests shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Pledge Agreement. All other certificates and instruments constituting Pledged Collateral, if any, from time to time or required to be pledged to the Collateral Agent by Pledgor pursuant to the terms of this Pledge Agreement (the “ Additional Collateral ”) shall be delivered to the Collateral Agent promptly upon (and in any event not more than five days after) receipt thereof by or on behalf of Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance satisfactory to the Collateral Agent. If any Pledged Collateral of Pledgor consists of uncertificated securities, Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by Pledgor. If any Pledged Collateral consists of security entitlements, Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by Pledgor.

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(b)        Within five (5) days of the receipt by Pledgor of any Additional Collateral, a pledge amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “ Pledge Amendment ”) shall be delivered to the Collateral Agent, in respect of the Additional Collateral that must be pledged pursuant to this Pledge Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I . Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Pledge Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral.

(c)        If Pledgor shall receive, by virtue of Pledgor’s being or having been an owner of any Pledged Collateral, any (i) stock, partnership or membership interest certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Agents and Lenders, shall segregate it from Pledgor’s other property and shall deliver it forthwith to the Collateral Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

SECTION 5.    Representations and Warranties . Pledgor represents and warrants as follows:

(a)        Pledgor has the legal capacity to execute, deliver and perform this Agreement and the other Loan Document to which it is a party. Schedule III hereto sets forth (A) the exact legal name of Pledgor and all other names used by Pledgor at any time during the five years preceding the Effective Date, and (B) Pledgor’s principal residence and each place of business and residence of Pledgor during the five years preceding the Effective Date

(b)        The execution, delivery and performance by Pledgor of this Agreement and the other Loan Documents to which it is a party (A) have been duly authorized by all necessary action on the part of Pledgor, (B) do not and will not contravene any applicable law or any contractual restriction binding on or affecting Pledgor or any of Pledgor’s properties, and (C) do not and will not result in or require the creation of any Lien upon or with respect to any of Pledgor’s properties other than pursuant to this Agreement.

(c)        There is no action, suit or proceeding pending or threatened against or otherwise affecting Pledgor before any foreign, federal, state, municipal or other court, governmental agency, authority or regulatory body or any arbitrator (collectively, “ Governmental Authority ”) (A) which challenges the validity or enforceability of this Agreement or any of the other Loan Documents to which Pledgor is a party, or (B) which, if adversely determined could reasonably be expected to materially and adversely affect the condition (financial or otherwise), income, assets or liabilities of Pledgor.

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(d)        This Agreement constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws.

(e)        Pledgor is and will be at all times the legal and beneficial owner of the Pledged Collateral free and clear of any Lien, except for the security interest created by this Pledge Agreement and has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by Pledgor to Agent as provided herein.

(f)         To the knowledge of Pledgor, all of the Pledged Interests have been duly authorized, validly issued and are fully paid and non-assessable;

(g)        To the knowledge of Pledgor, none of the Pledged Interests has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;

(h)        The exercise by any Agent or any Lender of any of its rights and remedies hereunder will not contravene any applicable law or any contractual restriction binding on or affecting Pledgor or any of the properties of Pledgor and will not result in or require the creation of any Lien upon or with respect to any of the properties of Pledgor other than pursuant to this Agreement or the other Loan Documents.

(i)         No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority, and no consent of any other Person, is required to be obtained or made for (i) the due execution, delivery and performance by Pledgor of this Pledge Agreement, (ii) the grant by Pledgor, or the perfection, of the security interest purported to be created hereby in the Pledged Collateral, or (iii) the exercise by the Agents or the Lenders of any of their rights and remedies hereunder, except for the filing in the offices described in Schedule IV hereto of UCC financing statements naming Pledgor as debtor, the Collateral Agent as secured party and covering the Pledged Collateral of Pledgor, to perfect the Collateral Agent’s security interests in items of the Pledged Collateral in which such security interests are not susceptible to perfection by possession of certificates or instruments, which financing statements have been duly filed and except as may be required in connection with any sale of any Pledged Collateral by laws affecting the offering and sale of securities generally.

(j)         This Agreement creates a valid security interest in favor of the Collateral Agent in the Pledged Collateral, as security for the Obligations. The Collateral Agent’s having possession of the certificates, if any, representing the Pledged Interests and all other certificates, instruments and cash constituting Pledged Collateral from time to time, or “control” (as such term is defined in Sections 8-106 and 9-106 of the UCC) over the Pledged Collateral and the filing of the UCC financing statements described in Section 5(c)(iv) above results in the perfection of such security interest. Such security interest is, or in the case of Pledged Collateral in which Pledgor obtains rights after the date hereof, will be, a perfected security interest subject to no Liens. All action necessary or desirable to perfect and protect such security interest has been duly taken, except for the Collateral Agent’s having possession of certificates, instruments and cash constituting Pledged Collateral after the date hereof.

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SECTION 6.    Covenants as to the Pledged Collateral . So long as any Obligation shall remain outstanding, Pledgor will, unless the Collateral Agent shall otherwise consent in writing:

(a)        keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records;

(b)        at the Pledgor’s joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by Pledgor in respect of the Pledged Collateral;

(c)        at the Pledgor’s joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person;

(d)        at the Pledgor’s joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect the security interest purported to be created hereby in the Pledged Collateral, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral, or (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral;

(e)        give the Collateral Agent at least 30 days’ prior written notice of any change in Pledgor‘s name or principal residence;

(f)         not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein;

(g)        not create or suffer to exist any Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral, except for the security interest created hereby and by the other Loan Documents;

(h)        not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; and

(i)         not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral.

(i)         Pledgor may exercise any and all voting and other consensual rights pertaining to any Pledged Collateral for any purpose not inconsistent with the terms of this Pledge Agreement, the Loan Agreement and the other Loan Documents; provided , however , that (A) no Pledgor will take action to obstruct, impede or infringe upo