AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of this 21st
day of August, 2000, by and between DAVID L. GAMSEY, an individual resident of
the State of Georgia ("Employee"), and INNOTRAC CORPORATION, a Georgia
corporation (the "Employer").
W I T N E S S E T H:
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WHEREAS, Employee previously entered into an Employment Agreement with
the Employer dated May 8, 2000, and the Employee and the Employer desire to
amend and restate such Employment Agreement in its entirety as provided in this
Agreement; and
WHEREAS, the parties hereto desire to enter into an agreement for
Company's continued employment of Employee on the terms and conditions contained
herein;
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:
Section 1 Employment.
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Subject to the terms hereof, the Employer hereby employs Employee, and
Employee hereby accepts such employment. Employee will serve as Chief Financial
Officer and Senior Vice President of Employer or in such other executive
capacity as the Board of Directors of Employer (the "Board of Directors") may
hereafter from time to time determine. Employee agrees to devote his full
business time and best efforts to the performance of the duties that Employer
may assign Employee from time to time; provided that the Employee may also serve
as an officer or director of Return.com Online, Inc. and may perform services
for Return.com Online, Inc.; and provided further that the Employee may also
serve on boards of directors or trustees of other companies and organizations,
as long as such service does not materially interfere with the performance of
his duties hereunder.
Section 2 Term of Employment.
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The term of Employee's employment (the "Term") shall continue from the
date hereof until the earlier of (a) December 31, 2005 or (b) the occurrence of
any of the following events:
(i) The death or total disability of Employee (total
disability meaning the failure to fully perform his normal required
services hereunder for a period of three (3) months during any
consecutive twelve (12) month period during the term hereof, as
determined by the Board of Directors, by reason of mental or physical
disability);
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(ii) The termination by Employer of Employee's employment
hereunder, upon prior written notice to Employee, for "good cause", as
determined by the Board of Directors. For purposes of this Agreement,
"good cause" for termination of Employee's employment shall exist (A)
if Employee is convicted of, pleads guilty to, or confesses to any
felony or any act of fraud, misappropriation or embezzlement, (B) if
Employee fails to comply with the terms of this Agreement, and, within
thirty (30) days after written notice from Employer of such failure,
Employee has not corrected such failure or, having once received such
notice of failure and having so corrected such failure, Employee at any
time thereafter again so fails, (C) if Employee violates any of the
provisions contained in Section 5 of this Agreement, or (D) if Employee
tests positive for illegal drugs; or
(iii) The termination of this Agreement by either party upon
at least ninety (90) days prior written notice.
Section 3 Compensation.
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3.1 Term of Employment. Employer will provide Employee with the
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following salary, expense reimbursement and additional employee benefits during
the term of employment hereunder:
(a) Salary. Employee will be paid a salary (the "Salary") of
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no less than Two Hundred Forty Thousand Dollars ($240,000) per annum,
less deductions and withholdings required by applicable law. The Salary
shall be paid to Employee in equal monthly installments (or on such
more frequent basis as other executives of Employer are compensated).
The Salary shall be reviewed by the Board of Directors of Employer on
at least an annual basis.
(b) Bonus. Employee will be entitled to an annual bonus (the
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"Bonus") of 35% of Salary at Plan (to be defined) with a 3-up-3-down
formula. The Bonus shall be paid promptly upon the availability of
annual financial results (which is expected to occur in early February
of each year).
(c) Car Allowance. Employee shall receive a car allowance of
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Six Hundred Dollars ($600) per month.
(d) Club Dues. Employee will be provided a corporate
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membership at Employer's expense under its existing corporate
membership at Sugarloaf and in the 1818 Club when it opens so that
these facilities may be used for client entertainment.
(e) Vacation. Employee shall receive four (4) weeks vacation
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time per calendar year during the term of this Agreement. Any unused
vacation days in any calendar year may not be carried over to
subsequent years.
(f) Expenses. Employer shall reimburse Employee for all
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reasonable and necessary expenses incurred by Employee at the request
of and on behalf of Employer.
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(g) Benefit Plans. Employee may participate in such medical,
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dental, disability, hospitalization, life insurance and other benefit
plans (such as pension and profit sharing plans) as Employer maintains
from time to time for the benefit of other senior executives of
Employer, on the terms and subject to the conditions set forth in such
plans.
(h) CPE Credits. Employer shall reimburse Employee for all
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reasonable and necessary expenses incurred by Employee in maintaining
his CPA certificate under both state and Federal guidelines.
3.2 Effect of Termination.
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(a) Except as hereinafter provided, upon the termination of
the employment of Employee hereunder for any reason, Employee shall be
entitled to all compensation and benefits earned or accrued under
Section 3.1 as of the effective date of termination (the "Termination
Date"), but from and after the Termination Date no additional
compensation or benefits shall be earned by Employee hereunder.
Employee shall be deemed to have earned any Bonus payable with respect
to the calendar year in which the Termination Date occurs on a prorated
basis (based on the number of days in such calendar year through and
including the Termination Date divided by 365) based upon the year to
date financials and performance of the Employer and assuming
performance at the target level for any individual performance
criteria. Any such Bonus shall be payable upon termination.
(b) If Employee's employment hereunder is terminated by
Employer pursuant to Section 2(b)(iii) hereof, then, in addition to any
other amount payable hereunder, Employer shall continue to pay Employee
his normal Salary pursuant to Section 3.1(a) for the twelve-month
period immediately following the Termination Date if Employee is
terminated within six months from his date of hire or for a six-month
period if employee has worked for Employer for greater than six months
(on the same basis as if Employee continued to serve as an employee
hereunder for such applicable period). All stock options granted to
Employee pursuant to Section 4 hereof shall be governed in accordance
with Section 4.2 hereof upon termination of Employee's employment.
3.3 Effect of Change in Control. Notwithstanding Section 3.2(b) above,
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if there is a Change in Control (as defined below) of the Employer and the
Employee's employment is terminated within 18 months following the date of the
Change in Control, the following provisions shall apply.
(a) If Employee's employment hereunder is terminated by
Employer pursuant to Section 2(b)(iii) hereof or by Employee for "Good
Reason" as defined below, then, in addition to any other amount payable
pursuant to Section 3.2(a), the Employee shall be entitled to received
the compensation and benefits set forth in subsections (i) through (iv)
below:
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<PAGE>
(i) Base Salary. Employee will continue to receive
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his Salary as then in effect (subject to withholding of all
applicable taxes) for a period of eighteen (18) months from
his date of termination in the same manner as it was being
paid as of the date of termination.
(ii) Health, Dental and Life Insurance Coverage. The
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health, dental and group term life insurance benefits coverage
provided to Employee at his date of termination shall be
continued at the same level and in the same manner as if his
employment under this Agreement had not terminated (subject to
the customary changes in such coverages if Employee retires,
reaches age 65 or similar events), beginning on the date of
such termination and ending on the date eighteen (18) months
from the date of such termination. Any additional coverages
Employee had at termination, including dependent coverage,
will also be continued for such period on the same terms, to
the extent permitted by the applicable policies or contracts.
Any costs Employee was paying for such coverages at the time
of termination shall be paid by Employee by separate check
payable to the Company each month in advance or by reduction
of amounts owed to Employee by the Employer. If the terms of
any benefit plan referred to in this Section, or the laws
applicable to such plan, do not permit continued participation
by Employee, then the Company will arrange for other coverage
at its expense providing substantially similar benefits. The
coverages provided for in this paragraph shall be applied
against and reduce the period for which COBRA will be
provided.
(iii) Stock Options. Notwithstanding any provision in
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any option agreement, all outstanding stock options granted to
Employee by Employer or an affiliate of Employer shall become
fully vested on the date of Employee's termination of
employment and shall remain exercisable as provided in the
applicable option agreement or, if longer, for a period of
three (3) years following the date of termination of
employment. To the extent necessary, this provision shall be
deemed an amendment of any option agreement between the
Employee and the Employer or an affiliate of the Employer.
(iv) Other Benefits. For a period of 18 months
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following the date of Employee's termination of Employment,
the Employee shall continue to receive a car allowance as
provided in Section 3.1(c) of this Agreement and reimbursement
of club membership dues as provided in Section 3.2(c) of this
Agreement.
(b) If Employee's employment hereunder is terminated by
Employee pursuant to Section 2(b)(iii) hereof other than for "Good
Reason" as defined below, then, in addition to any other amount payable
pursuant to Section 3.2(a), the Employee shall be entitled to received
the compensation and benefits set forth in subsections (i) through (iv)
of Subsection 3.3(a) above, provided, however, that a period of 12
months shall be substituted for 18 months in subsections 3.3(a)(i),
(ii) and (iv).
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3.4 Definitions. For purposes of this Agreement, the following terms
shall have the meanings set forth below:
(a) "Change in Control" means any of the following events:
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(i) The acquisition (other than from the Employer) by
any person of beneficial ownership of fifty percent (50%) or
more of the combined voting power of the Employer's then
outstanding voting securities; provided, however, that for
purposes of this Section, person shall not include any person
who on the date hereof owns 25% or more of the Employer's
outstanding securities, and a Change in Control shall not be
deemed to occur solely because fifty percent (50%) or more of
the combined voting power of the Employer's then outstanding
securities is acquired by (i) a trustee or other fiduciary
holding securities under one or more employee benefit plans
maintained by the Employer or any of its subsidiaries, or (ii)
any corporation, which, immediately prior to such acquisition,
is owned directly or indirectly by the shareholders of the
Employer in the same proportion as their ownership of stock in
the Employer immediately prior to such acquisition.
(ii) Approval by shareholders of the Employer of (1)
a merger or consolidation involving the Employer if the
shareholders of the Employer, immediately before such merger
or consolidation do not, as a result of such merger or
consolidation, own, directly or indirectly, more than fifty
percent (50%) of the combined voting power of the then
outstanding voting securities of the corporation resulting
from such merger or consolidation in substantially the same
proportion as their ownership of the combined voting power of
the voting securities of the Employer outstanding immediately
before such merger or consolidation, or (2) a complete
liquidation or dissolution of the Employer, or (3) an
agreement for the sale or other disposition of all or
substantially all of the assets of the Employer.
(iii) A change in the composition of the Board such
that the individuals who, as of the date of this Agreement,
constitute the Board (such Board shall be hereinafter referred
to as the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, for purposes of this Section that any individual who
becomes a member of the Board subsequent to the Effective Date
whose election, or nomination for election by the Employer's
shareholders, was approved by a vote of at least a majority of
those individuals who are members of the Board and who were
also members of the Incumbent Board (or deemed to be such
pursuant to this proviso) shall be considered as though such
individual were a member of the Incumbent Board; but,
provided, further, that any such individual whose initial
assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act,
including any successor to such Rule), or other actual or
threatened solicitation of proxies or consents by or on behalf
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<PAGE>
of a Person other than the Board, shall not be so considered
as a member of the Incumbent Board.
(iv) The occurrence of any other event or
circumstance which is not covered by (i) through (iii) above
which the Board determines affects control of the Company and
adopts a resolution that such event or circumstance
constitutes a Change in Control for the purposes of this
Agreement.
(b) A "Good Reason" for termination by Employee of Employee's
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employment shall mean the occurrence (without the Employee's express
written consent), within the eighteen (18) month period following the
date of a Change in Control, of any one of the following acts by the
Employer, or failures by the Employer to act, unless, in the case of
any act or failure to act described in paragraph (i) or (iv) below,
such act or failure to act is corrected within 30 days after notice by
the Employee to the Employer of the act or failure to act:
(i) the assignment to Employee of any duties
inconsistent with Employee's title and status set forth
herein, or a substantial adverse alteration in the nature or
status of Employee's responsibilities at the Employer from
those in effect immediately prior to the Change in Control;
(ii) a substantial reduction by the Employer in
Employee's Base Salary;
(iii) the relocation of Employee's principal office
to a place more than 50 miles from Atlanta, Georgia;
(iv) the failure by the Employer to continue in
effect any compensation or benefit plan or program in which
Employee participates immediately prior to the Change in
Control, which is material to Employee's total compensation,
unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to
such plan, or the failure by the Employer to continue the
Employee's participation in such plan (or in such substitute
or alternative plan) on a basis not materially less favorable,
both in terms of the amount of benefits provided and the level
of Employee's participation relative to other participants, as
existed at the time of the Change in Control.
The Employee's right to terminate the Employee's employment
for Good Reason shall not be affected by the Employee's incapacity due
to physical or mental illness, except for a total disability as defined
in Section 2 above. The Employee's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any act
or failure to act constituting Good Reason hereunder.
Section 4 Stock Options.
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4.1 Term of Employment. So that Employee can share in the increase in
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value of the business of Employer over time, Employee will be granted stock
options as follows:
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<PAGE>
(a) Option Grant. Effective as of May 9, 2000, Employee is
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hereby granted a stock option to purchase 100,000 shares of common
stock of Employer at an exercise price equal to the closing price of
the common stock on May 8, 2000, which closing price is $6-3/16. Fifty
percent of the option grant will become exercisable on the second
anniversary of the date of grant with twenty-five percent of the option
becoming exercisable on each of the third and fourth anniversaries of
the date of the grant. The options granted under this Section 4.1(a)
will expire ten years from the date of grant, except as otherwise
provided in Section 4.2.
In addition, Employee will be granted a stock option to
purchase 180,000 shares of common stock of Employer's newly formed (or
to be formed) e-commerce business currently referred to as Return.com
at an exercise of $.35 per share. Twenty-five percent of the option
will become exercisable on each of the first, second, third and fourth
anniversaries of the date of the grant. If this entity remains private,
Employer and Employee will seek a mutually reasonable means to value
such options and to provide liquidity to Employee.
(b) Sale or Merger. All options granted to Employee pursuant
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to this Agreement will become fully exercisable if a majority of the
Employer is sold (or all or substantially all of the assets of Employer
are sold) (by stock sale, merger or otherwise) to a third party.
(c) Stock Splits and Stock Dividends. The number of shares of
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common stock issuable upon exercise of options granted hereby and the
exercise price of such options shall be automatically adjusted to
reflect any change in the capitalization of Employer due to stock
dividends or stock splits. If any adjustment under this Section would
create the right of Employee to acquire a fractional share of stock,
such fractional share shall be disregarded and the number of shares of
common stock subject to the options shall be the next lower number of
whole shares of common stock, rounding all fractions downward.
4.2 Termination of Employment. The grant of stock options to Employee
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under this Agreement shall not restrict or in any manner affect Employer's right
to terminate the employment of Employee at any time, with or without cause, as
herein provided. If Employee's employment is terminated pursuant to Section
2(b)(i) hereof or if Employee's employment is terminated by Employer pursuant to
Section 2(b)(iii), all options granted to Employee pursuant to Section 4.1(a)
hereof shall immediately become exercisable upon such termination. In the case
of a termination pursuant to Section 2(b)(i) hereof, the options will expire in
accordance with their respective scheduled expiration dates. Except as provided
in Section 3.3, in the case of a termination by Employer pursuant to Section
2(b)(iii) hereof, the options will expire on the first anniversary after the
effective date of the termination of Employee's employment hereunder. Upon the
death of Employee, any options that Employee would otherwise be entitled to
exercise hereunder may be exercised by his personal representatives or heirs, as
applicable. Except as provided in Section 3.3, if Employee's employment is
terminated by Employer pursuant to Section 2(b)(ii) or by Employee pursuant to
Section 2(b)(iii), those options which are exercisable as of the date of such
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<PAGE>
termination shall be exercisable for a period of 90 days after such termination
(and all other options not then exercisable shall be forfeited as of such date),
and after such 90-day period, all unexercised options will expire.
4.3 Exercise. The options granted under Section 4.1 may be exercised by
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Employee upon five business days' written notice of exercise to Employer,
specifying the number of shares to be purchased and the total purchase price,
accompanied by a check to the order of Employer, in the payment of such price.
The exercise price of the options granted under Section 4.1 shall be payable in
cash only. If Employer is required to withhold on account of any present or
future tax imposed as result of any option exercise, the notice of exercise
shall be accompanied by a check to the order of Employer for payment of the
amount of such withholding.
4.4 Nontransferable. No option granted under Section 4.1 shall be
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transferable by Employee other than by will or by the laws of descent and
distribution, and the options granted under Section 4.1 shall be exercisable
during Employee's lifetime only by Employee. The options shall not be otherwise
transferred, assigned, pledged, hypothecated or disposed of in any way, whether
by operation of law or otherwise.
Section 5 Partial Restraint on Post-termination Competition.
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5.1 Definitions. For the purposes of this Section 5, the following
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definitions shall apply:
(a) "Company Activities" means the business of selling caller
ID technology and hardware, fulfillment services, e-commerce
fulfillment and e-commerce return services as well as other similar
services that Innotrac or its subsidiaries is involved in at the date
of this agreement.
(b) "Competitor" means any business, individual, partnership,
joint venture, association, firm, corporation or other entity, other
than the Employer or its affiliates or subsidiaries, engaged, wholly or
partly, in Company Activities.
(c) "Competitive Position" means (i) the direct or indirect
ownership or control of all or any portion of a Competitor; or (ii) any
employment or independent contractor arrangement with any Competitor
whereby Employee will serve such Competitor in any managerial capacity.
(d) "Confidential Information" means any confidential,
proprietary business information or data belonging to or pertaining to
Employer that does not constitute a "Trade Secret" (as hereinafter
defined) and that is not generally known by or available through legal
means to the public, including, but not limited to, information
regarding Employer's customers or actively sought prospective
customers, suppliers, manufacturers and distributors gained by Employee
as a result of his employment with Employer.
(e) "Customer" means actual customers or actively sought
prospective customers of Employer during the Term.
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(f) "Noncompete Period" or "Nonsolicitation Period" means the
period beginning the date hereof and ending on the first anniversary of
the termination of Employee's employment with Employer.
(g) "Territory" means the area within a thirty-five (35) mile
radius of any corporate office of Employer or any of its subsidiaries,
affiliates or divisions.
(h) "Trade Secrets" means information or data of or about
Employer, including but not limited to technical or non-technical data,
formulas, patterns, compilations, programs, devices, methods,
techniques, drawings, processes, financial data, financial plans,
products plans, or lists of actual or potential customers, clients,
distributees or licensees, information concerning Employer's finances,
services, staff, contemplated acquisitions, marketing investigations
and surveys, that (i) derive economic value, actual or potential, from
not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from their
disclosure or use; and (ii) are the subject of efforts that are
reasonable under the circumstances to maintain their secrecy.
(i) "Work Product" means any and all work product, property,
data documentation or information of any kind, prepared, conceived,
discovered, developed or created by Employee for Employer or its
affiliates, or any of Employer's or its affiliates' clients or
customers.
5.2 Trade Name and Confidential Information.
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(a) Employee hereby agrees that (i) with regard to each item
constituting all or any portion of the Trade Secrets, at all times
during the Term and all times during which such item continues to
constitute a Trade Secret under applicable law; and (ii) with regard to
any Confidential Information, during the Term and the Noncompete
Period:
(i) Employee shall not, directly or by assisting
others, own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or be
connected in any manner with, any business conducted under any
corporate or trade name of Employer or name similar thereto,
without the prior written consent of Employer;
(ii) Employee shall hold in confidence all Trade
Secrets and all Confidential Information and will not, either
directly or indirectly, use, sell, lend, lease, distribute,
license, give, transfer, assign, show, disclose, disseminate,
reproduce, copy, appropriate or otherwise communicate any
Trade Secrets or Confidential Information, without the prior
written consent of Employer; and
(iii) Employee shall immediately notify Employer of
any unauthorized disclosure or use of any Trade Secrets or
Confidential Information of which Employee becomes aware.
Employee shall assist Employer, to the extent necessary, in
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the procurement or any protection of Employer's rights to or
in any of the Trade Secrets or Confidential Information.
5.3 Noncompetition.
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(a) The parties hereto acknowledge that Employee is conducting
Company Activities throughout the Territory. Employee acknowledges that
to protect adequately the interest of Employer in the business of
Employer it is essential that any noncompete covenant with respect
thereto cover all Company Activities and the entire Territory.
(b) Employee hereby agrees that, during the Term and the
Noncompete Period, Employee will not, in the Territory, either directly
or indirectly, alone or in conjunction with any other party, accept,
enter into or take any action in conjunction with or in furtherance of
a Competitive Position. Employee shall notify Employer promptly in
writing if Employee receives an offer of a Competitive Position during
the Noncompete Term, and such notice shall describe all material terms
of such offer.
Nothing contained in this Section 5 shall prohibit Employee from
acquiring not more than five percent (5%) of any company whose common stock is
publicly traded on a national securities exchange or in the over-the-counter
market.
5.4 Nonsolicitation During Employment Term. Employee hereby agrees that
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Employee will not, during the Term, either directly or indirectly, alone or in
conjunction with any other party solicit, divert or appropriate or attempt to
solicit, divert or appropriate, any Customer for the purpose of providing the
Customer with services or products competitive with those offered by Employer
during the Term.
5.5 Nonsolicitation During Nonsolicitation Period. Employee hereby
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agrees that Employee will not, during the Nonsolicitation Period, either
directly or indirectly, alone or in conjunction with any other party solicit,
divert or appropriate or attempt to solicit, divert or appropriate, any Customer
for the purpose of providing the Customer with services or products competitive
with those offered by Employer during the Term; provided, however, that the
covenant in this clause shall limit Employee's conduct only with respect to
those Customers with whom Employee had substantial contact (through direct or
supervisory interaction with the Customer or the Customer's account) during a
period of time up to but no greater than two (2) years prior to the last day of
the Term.
Section 6 Miscellaneous.
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6.1 Severability. The covenants in this Agreement shall be construed as
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covenants independent of one another and as obligations distinct from any other
contract between Employee and Employer. Any claim that Employee may have against
Employer shall not constitute a defense to enforcement by Employer of this
Agreement.
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6.2 Survival of Obligations. The covenants in Section 5 of this
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Agreement shall survive termination of Employee's employment, regardless of who
causes the termination and under what circumstances.
6.3 Notices. Any notice or other document to be given hereunder by any
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party hereto to any other party hereto shall be in writing and delivered in
person or by courier, by telecopy transmission or sent by any express mail
service, postage or fees prepaid at the following addresses:
EMPLOYER
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Innotrac Corporation
6655 Sugarloaf Parkway
Duluth, GA 30097
Attention: Mr. Scott Dorfman
Chief Executive Officer
Telephone No.: (770) 717-2000
EMPLOYEE
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Mr. David L. Gamsey
115 Marsh Glen Point
Atlanta, Georgia 30328
or at such other address or number for a party as shall be specified by like
notice. Any notice which is delivered in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or its agent.
6.4 Binding Effect. This Agreement inures to the benefit of, and is
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binding upon, Employer and their respective successors and assigns, and
Employee, together with Employee's executor, administrator, personal
representative, heirs, and legatees.
6.5 Entire Agreement. This Agreement is intended by the parties hereto
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to be the final expression of their agreement with respect to the subject matter
hereof and is the complete and exclusive statement of the terms thereof,
notwithstanding any representations, statements or agreements to the contrary
heretofore made. This Agreement may be modified only by a written instrument
signed by all of the parties hereto.
6.6 Governing Law. This Agreement shall be deemed to be made in, and in
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all respects shall be interpreted, construed, and governed by and in accordance
with, the laws of the State of Georgia. No provision of this Agreement shall be
construed against or interpreted to the disadvantage of any party hereto by any
court or other governmental or judicial authority or by any board of arbitrators
by reason of such party or its counsel having or being deemed to have structured
or drafted such provision.
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6.7 Headings. The section and paragraph headings contained in this
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Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
6.8 Specific Performance. Each party hereto hereby agrees that any
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remedy at law for any breach of the provisions contained in this Agreement shall
be inadequate and that the other parties hereto shall be entitled to specific
performance and any other appropriate injunctive relief in addition to any other
remedy such party might have under this Agreement or at law or in equity.
6.9 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
6.10 Public Announcement. Neither party shall disclose that this
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Agreement has been executed until such time as both parties mutually agree to
such disclosure.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
INNOTRAC CORPORATION
By: /s/ Scott Dorfman
---------------------------------------------
Scott Dorfman
Chief Executive Officer
EMPLOYEE
/s/ David L. Gamsey
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David L. Gamsey
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