SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (hereinafter referred to as this “Amendment”) is made and entered into as of October 22, 2008, by and between INNOTRAC CORPORATION , a Georgia corporation (“Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION (“Bank”).

A.           Borrower and Bank are parties to the Third Amended and Restated Loan and Security Agreement, dated March 28, 2006, as amended by the First Amendment Agreement, dated as of July 24, 2006, the Waiver and Amendment Agreement, dated as of November 14, 2006, the Second Waiver and Amendment Agreement, dated as of April 16, 2007, the Fourth Amendment Agreement, dated as of June 29, 2007, and the Fifth Amendment to Loan and Security Agreement, dated as of September 28, 2007 (as the same now exists and may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other agreements, documents and instruments referred to therein or any time executed and/or delivered in connection therewith or related thereto, including this Amendment (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Loan Documents”).

B.           Borrower has requested that the Bank amend certain provisions of the Loan Agreement as hereinafter set forth, and the Bank has agreed to make such amendments, subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Bank agree as follows:

1.            Definitions .

(a)   Additional Definitions .  The following new definitions are hereby added to Section 1.1 of the Loan Agreement in alphabetical order as follows:

(i)  “ Bulldog ” shall mean Bulldog Acquisition Corp., a Georgia corporation, and its successors and assigns.

(ii)  “ GSI ” shall mean GSI Commerce, Inc., a Delaware corporation, and its successors and assigns.

(iii)  “ GSI Merger Agreement ” shall mean the Agreement and Plan of Merger, dated October 5, 2008, by and among Borrower, GSI and Bulldog.

(iv)  “ GSI Merger Documents ” shall mean, collectively, the following (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (a) the GSI Merger Agreement, together with all schedules and exhibits thereto, (b) the Certificate of Merger, as duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Georgia, and (c) all of the other agreements, documents or instruments executed and/or delivered in connection therewith or related thereto.

(v)  “ Sixth Amendment ” shall mean the Sixth Amendment to Loan and Security Agreement, dated October 22, 2008, by and between Borrower and Bank, as acknowledged by Obligor.

(vi)  “ Sixth Amendment Effective Date ” means the first date on which all of the conditions precedent to the effectiveness of the Sixth Amendment shall have been satisfied or shall have been waived by Bank.

(b)   Amendments to Definitions

(i)   Applicable Margin .  The definition of “Applicable Margin” set forth in the Loan Agreement is hereby amended by deleting such definition in its entirety.

(ii)   Availability Reserve .  The definition of “Availability Reserve” set forth in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“ ‘ Availability Reserve ’ means the amount of $2,000,000; provided , that , such amount shall increase by $50,000 on the first Business Day of each week (commencing on the first Business Day of the first week following the Sixth Amendment Effective Date) until such time as the amount of the Availability Reserve equals $3,000,000.”

(c)   Interpretation .  Capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the Loan Agreement.

2.             Interest.   Section 2.3 of the Loan Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

“2.3   Interest .  Borrower agrees to pay interest in respect of all unpaid principal amounts of the Loans from the respective dates such principal amounts are advanced until paid (whether at stated maturity, on acceleration or otherwise) at a rate per annum equal to the applicable rate indicated below:

2.3.1   LMIR Loans .  Except as set forth in Section 2.3.2, all Loans shall constitute LMIR Loans and shall bear interest at the LIBOR Market Index Rate in effect from time to time, plus 2.50%.

2.3.2   Base Rate Loans .  Notwithstanding anything to the contrary in this Agreement, if (a) Borrower should request or (b) Bank should at any time determine that (i) it is not possible to determine the LIBOR Market Index Rate or (ii) that the LIBOR Market Index Rate is no longer available or (iii) a Default or Event of Default exists, then all Loans shall constitute Base Rate Loans and shall bear interest at the Base Rate in effect from time to time, plus 1.50%.”

3.             Fees.

(a)  Section 2.11 of the Loan Agreement is hereby amended by deleting Section 2.11.2 in its entirety and replacing it with the following:

“2.11.2   Unused Line Fee .  Borrower shall pay to Bank an unused line fee with respect to the Revolver Commitment for each day equal to the product of (i) 50 basis points per annum multiplied by (ii) the difference between (A) the Revolver Commitment then in effect, and (B) the aggregate outstanding amount of the Loans and Letter of Credit Obligations on such day, payable quarterly on the first day of each calendar quarter with respect to the immediately preceding quarter.”

(b)  Section 2.11 of the Loan Agreement is hereby further amended by inserting the following new Section 2.11.4 at the end of such Section:

“2.11.4   Servicing Fee .  Unless and until the Revolver Commitment shall equal or exceed $18,000,000, Borrower shall pay to Bank a monthly non-refundable servicing fee in the amount of $1,250 in respect of the services of Bank with respect to the Loans for each month (or part thereof) while this Agreement remains in effect and for so long thereafter as any of the Obligations are outstanding.  Such fee shall be fully earned as of and payable in advance on the Sixth Amendment Effective Date and on the first day of each month thereafter.”

4.             Option to Increase Maximum Credit.   Section 2 of the Loan Agreement is hereby amended by inserting the following Section 2.15 at the end of such Section:

“ 2.15  Option to Increase Maximum Credit .

(a)           Borrower may, at any time following the Sixth Amendment Effective Date, deliver to Bank a written request to increase the Revolver Commitment, which request shall specify the amount of the increase in the Revolver Commitment that Borrower is requesting, provided , that , (i) in no event shall the aggregate amount of any such increase in the Revolver Commitment cause the Revolver Commitment to exceed $18,000,000, (ii) any such request shall be for an increase of not less than $1,000,000, (iii) any such request shall be irrevocable, (iv) in no event shall more than three (3) such requests be made during the term of this Agreement, and (v) on the date of any such request and after giving effect thereto, no Default or Event of Default shall exist or shall have occurred or be continuing.

(b)           The Revolver Commitment shall be increased within three (3) days after the date of the request by Borrower for such increase or such earlier date as Bank and Borrower may agree effective on the date that each of the following conditions have been satisfied:

(i)           the conditions precedent to the making of Loans set forth in Section 3.2 hereof shall be satisfied as of the date of such increase both before and after giving effect to such increase;

(ii)           Bank shall have received, in form and substance satisfactory to Bank, a certificate of the Chief Financial Officer of Borrower certifying that after giving effect to any such increase in the Revolver Commitment, the performance of the terms and conditions of this Agreement and the incurrence of Obligations by Borrower (A) are within Borrower’s corporate powers, (B) have been duly authorized by Borrower, (C) are not in contravention of law or the terms of Borrower’s certificate of incorporation, by laws or other organizational documentation, or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound, and (D) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of Borrower, other than the liens in favor of Bank;

(iii)           if requested by Bank, Bank shall have received an opinion of counsel to Borrower in form and substance and from counsel reasonably satisfactory to Bank addressing such matters as Bank may reasonably request (including, without limitation, an opinion as to no conflicts with agreements governing other material Debt); and

(iv)           such increase in the Revolver Commitment on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other governme