SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</Table>

INNOTRAC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[INNOTRAC LOGO]

April 17, 2003

To Our Shareholders:

On behalf of the Board of Directors and management of Innotrac
Corporation, I cordially invite you to the Annual Meeting of Shareholders to be
held on May 19, 2003, at 9:00 AM, Eastern Daylight Time, at the Gwinnett Civic
and Cultural Center located at 6400 Sugarloaf Parkway in Duluth, Georgia.

At the Annual Meeting, shareholders will be asked to consider and vote
upon the reelection of three current Innotrac directors. Information about the
nominees for directors and certain other matters is contained in the
accompanying Proxy Statement. A copy of Innotrac's 2002 Annual Report to
Shareholders, which contains financial statements and other important
information about Innotrac's business, is also enclosed.

It is important that your shares of stock be represented at the meeting,
regardless of the number of shares you hold. We encourage you to specify your
voting preferences by marking and dating the enclosed proxy card. However, if
you wish to vote for re-electing all the nominees for director specified herein,
all you need to do is sign and date the proxy card.

Regardless of whether you plan to attend the meeting in person, please
complete the enclosed proxy card and return it promptly in the enclosed
envelope, or vote by using any other method described on your proxy card. If you
do attend and wish to vote in person, you may revoke your proxy at that time.

I hope you are able to attend, and look forward to seeing you.

Sincerely,

/s/ SCOTT D. DORFMAN
Scott D. Dorfman
Chairman of the Board, President and
Chief Executive Officer

INNOTRAC CORPORATION

6655 SUGARLOAF PARKWAY

DULUTH, GEORGIA 30097

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 19, 2003

To the Shareholders of Innotrac Corporation:

Notice is hereby given that the Annual Meeting of Shareholders of Innotrac
Corporation will be held at 9:00 AM, Eastern Daylight Time, on Monday, May 19,
2003, at the Gwinnett Civic and Cultural Center, 6400 Sugarloaf Parkway, Duluth,
Georgia 30097, for the following purposes:

1. To elect three directors whose terms, if re-elected, will expire in
2006; and

2. To consider such other matters as may properly come before the
meeting and any adjournment or postponement thereof.

A Proxy Statement and a Proxy Card solicited by the Board of Directors are
enclosed herewith. Please sign, date and return the Proxy Card promptly in the
enclosed business reply envelope, or vote using any other method that may be
described on your Proxy Card. If you attend the meeting you may, if you wish,
withdraw your Proxy and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS,

David L. Gamsey
APRIL 17, 2003 Secretary

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, WE URGE YOU TO
FILL IN, DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
BUSINESS REPLY ENVELOPE, OR VOTE USING ANY OTHER METHOD THAT MAY BE DESCRIBED ON
YOUR PROXY CARD. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF
YOU ARE PRESENT AT THE ANNUAL MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY
AT THAT TIME AND EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.

INNOTRAC CORPORATION

PROXY STATEMENT CONTENTS

Introduction.................................................................... 1
Quorum and Voting Requirements.................................................. 2
Voting Securities and Principal Shareholders.................................... 2
Items for Vote:

Item No. 1: Election of Directors...................................... 3
Executive Compensation.......................................................... 7
Related Party Transactions...................................................... 10
Report of the Compensation Committee on Executive Compensation.................. 10
Stock Performance Graph......................................................... 13
Equity Compensation Plans....................................................... 14

Independent Public Accountants.................................................. 15
Report of the Audit Committee................................................... 15
Shareholders' Proposals for 2004 Annual Meeting................................. 16
Other Matters................................................................... 16

[INNOTRAC LOGO]

PROXY STATEMENT
DATED APRIL 17, 2003
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 2003

INTRODUCTION

This Proxy Statement is furnished to shareholders in connection with the
solicitation of proxies by the Board of Directors of Innotrac Corporation
("Innotrac" or the "Company") for use at Innotrac's 2003 Annual Meeting of
Shareholders (the "Annual Meeting") to be held on Monday, May 19, 2003,
including any postponement, adjournment or adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting. Management
intends to mail this Proxy Statement and the accompanying form of proxy to
shareholders on or about April 17, 2003.

Only shareholders of record at the close of business on March 31, 2003
(the "Record Date"), are entitled to notice of and to vote in person or by proxy
at the Annual Meeting. As of the Record Date, there were 11,674,595 shares of
common stock, $0.10 par value per share (the "Common Stock"), of Innotrac
outstanding and entitled to vote at the Annual Meeting.

Proxies in the accompanying form duly executed and returned to the
management of Innotrac, and not revoked, will be voted at the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the shareholder
at any time prior to the voting of the proxy by delivery of a subsequently dated
proxy, by written notification to the Secretary of Innotrac or by personally
withdrawing the proxy at the Annual Meeting and voting in person.

Proxies that are executed, but that do not contain any specific
instructions, will be voted for the election of all the nominees for director
specified herein. The persons appointed as proxies will vote in their discretion
on any other matter that may properly come before the Annual Meeting or any
postponement, adjournment or adjournments thereof, including any vote to
postpone or adjourn the Annual Meeting.

If your shares of Common Stock are held by a broker, bank, or other
nominee (i.e., in "street name"), you will receive instructions from your
nominee, which you must follow in order to have your shares voted -- the
instructions may appear on the special proxy card provided to you by your
nominee (also called a "voting instruction form"). Your nominee may offer you
different methods of voting, such as by telephone or Internet. If you do hold
your shares in `street' name and plan on attending the Annual Meeting, you
should request a proxy from your broker or other nominee holding your shares in
record name on your behalf in order to attend the Annual Meeting and vote at
that time (your broker may refer to it as a "legal" proxy).

A copy of Innotrac's Annual Report to Shareholders is being furnished
herewith to each shareholder of record as of the close of business on the Record
Date. Copies of Innotrac's Annual Report on Form 10-K for the year ended
December 31, 2002 will be provided free of charge upon written request to:

INNOTRAC CORPORATION
6655 SUGARLOAF PARKWAY
DULUTH, GEORGIA 30097
ATTN.: INVESTOR RELATIONS

If the person requesting the Annual Report on Form 10-K for the year ended
December 31, 2002 was not a shareholder of record on the Record Date, the
request must include a representation that the person was a beneficial owner of
Common Stock on that date. Copies of any exhibits to Innotrac's Annual Report on
Form 10-K for the year ended December 31, 2002 will also be furnished on request
and upon payment of Innotrac's expenses in furnishing the exhibits.

QUORUM AND VOTING REQUIREMENTS

The holders of a majority of the shares entitled to vote on the Record
Date, represented in person or by proxy, shall constitute a quorum for the
purpose of transacting business at the Annual Meeting. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at the Annual
Meeting. The required vote for each item of business at the Annual Meeting is as
follows:

- For Item 1 on the Proxy Card, the election of directors, those
nominees receiving the greatest number of votes at the Annual
Meeting, assuming a quorum is present, shall be deemed elected, even
though such nominees may not receive a majority of the votes cast.

- For any other business at the Annual Meeting, if more shares are
voted in favor of the matter than against it, assuming a quorum is
present, the matter shall be approved, unless the vote of a greater
number is required by law.

In counting the votes cast, only those cast "for" and "against" a matter
are included, although you cannot vote "against" a nominee for director. An
abstention and a "broker non-vote" are counted only for purposes of determining
the presence of a quorum at the Annual Meeting. "Broker non-votes" are votes
that brokers holding shares of record for their customers (i.e., in "street
name") are not permitted to cast under applicable regulations because the
brokers have not received clear voting instructions from their customers.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS

The following table sets forth the information concerning the beneficial
ownership of the Common Stock, which is Innotrac's only class of voting stock,
at March 17, 2003, by:

- each person known to Innotrac to beneficially own more than 5% of
the Common Stock;

- each director (including nominees for reelection), the Chief
Executive Officer and the four other most highly compensated
executive officers; and

- all of Innotrac's directors and executive officers as a group.

To Innotrac's knowledge, except under applicable community property laws
or as otherwise indicated, the persons named in the table have sole voting and
sole investment control with regard to all shares beneficially owned.

NUMBER OF SHARES PERCENTAGE
BENEFICIAL OWNER BENEFICIALLY OWNED(1) BENEFICIALLY OWNED

Scott D. Dorfman .......................................... 5,563,547(2)(3) 47.4%
Dimensional Fund Advisors Inc. ............................ 784,100(4) 6.7
David L. Ellin ............................................ 311,030(5) 2.6
David L. Gamsey ........................................... 105,250(6) *
Larry C. Hanger ........................................... 94,521(7) *
Martin J. Blank ........................................... 84,500(8) *
Bruce V. Benator .......................................... 63,500(9) *
Joel E. Marks ............................................. 30,000(10) *
Robert J. Toner ........................................... 12,500(11) *
All directors and executive officers as a group (8 persons) 6,264,848 51.1%

* Denotes less than 1%

(1) Beneficial ownership is determined under the rules of the Securities and
Exchange Commission. These rules deem common stock subject to options
currently exercisable, or exercisable within 60 days, to be outstanding
for purposes of computing the percentage ownership of the person holding
the options or of a group of which the person is a member, but they do not
deem such stock to be outstanding for purposes of computing the percentage
ownership of any other person or group. As of March 17, 2003, there were
11,674,595 shares of Common Stock outstanding.

(2) Includes an aggregate of 159,618 shares owned by: (i) Mr. Dorfman's wife
individually and as custodian for the benefit of their three oldest
children; (ii) Mr. Dorfman's brother as trustee for the benefit of Mr.
Dorfman's three oldest children; (iii) shares held by Mr. Dorfman's two
oldest children directly; (iv) shares held by Mr. Dorfman as custodian for
his three

youngest children; and (v) a foundation for which Mr. Dorfman and his wife
serve as trustees. Mr. Dorfman's address is 6655 Sugarloaf Parkway,
Duluth, Georgia 30097.

(3) Includes 62,500 shares subject to presently exercisable options.

(4) According to a Schedule 13G filed January 30, 2003, Dimensional Fund
Advisors Inc. ("Dimensional") is a registered investment advisor that
furnishes investment advice to four registered investment companies and
serves as investment manager to certain other commingled group trusts and
separate accounts. In its role as investment advisor or manager,
Dimensional possesses voting and/or investment power with respect to the
shares of Innotrac's Common Stock owned by the investment companies,
trusts and separate accounts. Dimensional disclaims beneficial ownership
over the shares of Innotrac's Common Stock owned by the investment
companies, trusts and separate accounts. The address of Dimensional is
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.

(5) Includes 223,500 shares subject to presently exercisable stock options.

(6) Includes 100,000 shares subject to presently exercisable and options
vesting in the next 60 days.

(7) Includes 91,000 shares subject to presently exercisable stock options.

(8) Includes 42,500 shares subject to presently exercisable stock options and
options vesting in the next 60 days.

(9) Includes 62,500 shares subject to presently exercisable stock options and
options vesting in the next 60 days.

(10) Includes 10,000 shares held by the Marks Family, LLLP.

(11) Includes 12,500 shares subject to stock options vesting in the next 60
days.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Innotrac's
directors and executive officers, and persons who own more than 10% of
Innotrac's Common Stock, to file with the Securities and Exchange Commission
certain reports of beneficial ownership of the Common Stock. Based solely on
copies of such reports furnished to Innotrac and written representations that no
other reports were required, Innotrac believes that all applicable Section 16(a)
reports were timely filed by its directors, officers and 10% shareholders during
the fiscal year ended December 31, 2002.

ELECTION OF DIRECTORS

(ITEM NUMBER 1 ON THE PROXY CARD)

The Bylaws of Innotrac provide that the Board of Directors shall consist
of not less than five nor more than eleven directors, with the exact number
being set from time to time by the Board or the shareholders. The Board
presently consists of seven directors, three of whom are not employed by
Innotrac. The Board is divided into three classes of directors serving staggered
three-year terms. Three directors are to be elected at the meeting for a
three-year term expiring in 2006. The Board has nominated David L. Gamsey, Joel
E. Marks and Martin J. Blank for those positions.

All of these nominees have indicated that they will serve if elected, but
if the situation should arise that any nominee is no longer able or willing to
serve, the proxy may be voted for the election of such other person as may be
designated by the Board of Directors.

The following information as of March 17, 2003 has been furnished by the
nominees for director and the continuing directors. Except as otherwise
indicated, the nominees and the continuing directors have been or were engaged
in their present or last principal employment, in the same or a similar
position, for more than five years.

Name (Age) Information About the Nominees and the Continuing Directors
- ---------- -----------------------------------------------------------

Nominees for Director at the Meeting and Whose Terms Will Expire in 2006 if Elected

DAVID L. GAMSEY (45) Mr. Gamsey has served as Senior Vice President, Chief Financial Officer,
Treasurer and Secretary since May 2000. In 2001, Mr. Gamsey was appointed to
Innotrac's Board of Directors. Prior to joining Innotrac, from September 1995
to May 2000, he served as Chief Financial Officer of AHL Services, Inc., a
provider of contract staffing and outsourcing solutions. From 1988 to
September 1995, Mr. Gamsey was a Managing Director of Investment Banking at
the accounting firm Price Waterhouse LLP (now PricewaterhouseCoopers LLP).
From 1987 to 1988, he served as Chief Financial Officer of Visiontech, Inc., a
manufacturer of contact lenses, and from 1979 to 1987, he was a Senior Audit
Manager for the accounting firm Arthur Andersen LLP. Mr. Gamsey is a
certified public accountant.

MARTIN J. BLANK (56) Mr. Blank has been a director of Innotrac since 1997 and currently serves as
an independent legal consultant. Mr. Blank was a co-founder of Automobile
Protection Corporation, or APCO, a subsidiary of the Ford Motor Company
engaged in the marketing of extended vehicle service contracts and warranty
programs. Mr. Blank served as Secretary and Director of APCO since its
inception in 1984 and as Chairman of the Board and Chief Operating Officer
since 1988. Mr. Blank's experiences prior to co-founding APCO include the
practice of law and the representation of and financial management for
professional athletes. Mr. Blank is admitted to the bar in the States of
Georgia and California.

JOEL E. MARKS (46) Mr. Marks has been a director of Innotrac since 2002 and serves as an
independent consultant to the financial services industry. From January 2001
to April 2002 Mr. Marks served as a Senior Vice President and Managing
Director of First Union Securities, Inc., a securities firm. Prior to then,
Mr. Marks served as Vice Chairman and Chief Operating Officer of securities
firm JWGenesis Financial Corp. Mr. Marks co-founded JWGenesis in 1983 and
served in various capacities with that firm until its merger with First Union
in January 2001. From 1987 through 1994 Mr. Marks served as Chief Financial
Officer and Senior Vice President of APCO. Mr. Marks obtained his
certification as a public accountant in 1978 and was employed in various
capacities in both the audit and tax departments of the accounting firm of
Deloitte Haskins & Sells (now Deloitte & Touche LLP ).

Directors Whose Terms Expire in 2004

SCOTT D. DORFMAN (45) Mr. Dorfman founded Innotrac and has served as Chairman of the Board,
President and Chief Executive Officer since its inception in 1984. Prior to
founding Innotrac, Mr. Dorfman was employed by Paymaster Checkwriter Company,
Inc. (Paymaster), an equipment distributor. At Paymaster, Mr. Dorfman gained
experience in distribution, tracking and inventory control by developing and
managing Paymaster's mail order catalog.

DAVID L. ELLIN (44) Mr. Ellin joined Innotrac in 1986 and currently serves as Senior Vice
President -- Sales. He has been a Director since December 1997. He held the
position of Senior Vice President and Chief Operating Officer from November
1997 to December 2001 and served as Vice President from 1988 to November
1997. From 1984 to 1986, Mr. Ellin was employed by the Atlanta branch of
WHERE Magazine, where he managed the sales and production departments. From
1980 to 1984, Mr. Ellin was employed by Paymaster, where he was responsible
for Paymaster's sales and collections.

Name (Age) Information About the Nominees and the Continuing Directors

Directors Whose Terms Expire in 2005

LARRY C. HANGER (48) Mr. Hanger joined Innotrac in 1994 and has served as Senior Vice President --
Client Services since April 1999 and as a Director since December 1997. He
served as Vice President -- Business Development from November 1997 through
April 1999. He served as Innotrac's Manager of Business Development from 1994
to November 1997, and was responsible for the management of the
telecommunication equipment marketing and service business. From 1979 to
1994, Mr. Hanger served as Project Manager -- Third Party Marketing at
BellSouth Telecommunications, Inc., a regional telecommunications company,
where he managed the marketing program for BellSouth's network services and
was involved in implementing the billing options program for BellSouth with
Innotrac.

BRUCE V. BENATOR (45) Mr. Benator is the Managing Partner of Williams Benator & Libby, LLP,
certified public accountants, and has been a director since 1997. He has been
affiliated with the firm since 1984 and is the firm's Director of Accounting
and Auditing Services. From 1979 to 1984, Mr. Benator was employed by Ernst &
Young, LLP.

MEETINGS AND COMMITTEES OF THE BOARD

The Board of Directors meets on a regular basis to supervise, review, and
direct Innotrac's business and affairs. During the 2002 fiscal year, the Board
held four meetings. The Board of Directors has established an Executive
Committee, an Audit Committee, a Compensation Committee and an Executive
Compensation Subcommittee to which it has assigned certain responsibilities in
connection with the governance and management of its affairs. Innotrac has no
standing nominating committee or other committee performing similar functions.

Each of the directors attended at least 75% of the Board meetings and
meetings of committees on which he served during the 2002 fiscal year.

Audit Committee. The primary function of the Audit Committee is to assist
the Board of Directors in fulfilling its financial and other oversight
responsibilities. The Board has adopted a written Audit Committee Charter. The
Audit Committee's duties, responsibilities and activities include reviewing
Innotrac's financial statements, reports and other financial information,
overseeing the annual audit and the independent auditors and reviewing the
integrity of Innotrac's financial reporting process and the quality and
appropriateness of its accounting principles. Messrs. Benator, Blank and Marks
comprised the members of the Audit Committee in 2002. The Audit Committee held
four meetings during fiscal 2002.

The members of the Audit Committee are all independent as defined in the
current listing standards of the Nasdaq Stock Market.

Compensation Committee and Executive Compensation Subcommittee. The
Compensation Committee is responsible for the review and approval of
compensation of employees above a certain salary level, the review of management
recommendations relating to incentive compensation plans, the administration of
Innotrac's Stock Incentive and Senior Executive Compensation Plans, the review
of compensation of directors and consultation with management and the Board on
senior executive continuity matters. During 2002, Messrs. Dorfman, Blank and
Marks comprised the members of the Compensation Committee. The Compensation
Committee held one meeting during fiscal 2002.

The Executive Compensation Subcommittee, comprised of Messrs. Blank and
Marks in 2002, was constituted to (1) achieve certain securities law advantages
with respect to stock-based compensation to Innotrac's officers and directors
and (2) maintain the tax deductibility of certain annual compensation in excess
of $1 million to Innotrac's Chief Executive Officer and four other most highly
compensated officers.

Executive Committee. The Executive Committee, pursuant to authority
delegated by the Board, from time to time considers certain matters in lieu of
convening a meeting of the full Board, subject to any restrictions in applicable
law related to the delegation of certain powers to a committee of the Board.
Messrs. Dorfman, Ellin and

Benator comprise the members of the Executive Committee. The Executive Committee
held no meetings during fiscal 2002.

DIRECTORS' COMPENSATION

We pay our outside directors an annual fee of $10,000, and additional fees
of $250 and $100, respectively, for each Board meeting and committee meeting
attended. We also reimburse all directors for their travel and other expenses
incurred in connection with attending Board or committee meetings.

We have traditionally granted options annually to each of our outside
directors. The exercise price is the closing price of our Common Stock reported
on the Nasdaq National Market on the date of grant. On March 11, 2002, we
granted options for 25,000 shares to each of Messrs. Benator, Blank and Marks.
These options are exercisable at $3.40 per share. One half of such shares vest
on the second anniversary of the date of grant, a quarter on the third
anniversary and the remaining quarter on the fourth anniversary.

EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid or accrued by
Innotrac for services rendered during the fiscal years ended December 31, 2002,
2001 and 2000, to or for Innotrac's Chief Executive Officer and its four other
most highly compensated executive officers, based on salary and bonus (the
"Named Executive Officers"). The total amount of perquisites, personal benefits
and other annual compensation paid to the Named Executive Officers do not in any
case exceed the lesser of $50,000 or ten percent of such officer's total salary
and bonus.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------- ----------------------------
RESTRICTED SECURITIES
FISCAL STOCK UNDERLYING ALL OTHER
NAME YEAR SALARY BONUS AWARD OPTIONS (#) COMPENSATION
---- ---- ------ ----- ----- ----------- ------------

Scott D. Dorfman 2002 $346,250 $ 27,440(1) $ 41,200(1) 50,000 $ 1,854(2)
Chairman of the Board, 2001 408,942 466,331 -- -- 57,608
President and Chief 2000 302,607 67,500 -- 100,000 47,134
Executive Officer

David L. Gamsey (3) 2002 252,000 27,440(1) 41,200(1) 50,000 --
Senior Vice President, 2001 252,000 131,670 -- -- 2,758
Chief Financial Officer, 2000 144,046 80,000 -- 150,000 --
Treasurer and Secretary

David L. Ellin 2002 194,250(4) 16,940(1) 41,200(1) 50,000 --
Senior Vice President - 2001 181,060 115,211 -- -- 11,876
Sales 2000 173,708 55,500 200,000(5) 100,000 12,137

Larry C. Hanger 2002 158,942 27,440(1) 41,200(1) 50,000 --
Senior Vice President- 2001 155,192 99,066 -- -- 1,431
Client Services 2000 144,451 45,000 -- 100,000 2,923

Robert J. Toner (6) 2002 185,000 27,440(1) 41,200(1) 50,000 --
Vice President- 2001 74,731 -- -- 25,000 --
Logistics 2000 -- -- -- -- --

- -----------------

(1) Effective February 28, 2003, the Company granted each of its executive
officers $27,440 in cash (except for David Ellin who was granted $16,940
in cash) and 10,510 shares of restricted stock in connection with services
rendered in fiscal year 2002. The aggregate value of this restricted stock
award is $205,996 (based on the closing price of our common stock on the
Nasdaq National Market on February 28, 2003 of $3.92). Both the cash and
stock vest 100% on March 1, 2004 and will be distributed at that time.
Outstanding shares of restricted stock are entitled to receive dividends
when and if declared on Innotrac Corporation's common stock.

(2) Includes the full dollar amount of premiums paid by Innotrac with respect
to split-dollar life insurance on the life of Mr. Dorfman.

(3) Mr. Gamsey's employment commenced May 2000.

(4) Includes sales commissions of $10,500.

(5) As required by the rules of the Securities and Exchange Commission, the
value of restricted stock awards is calculated by multiplying the numbers
of shares of restricted stock granted (50,000) by the closing sale price
($4.00) of the Common Stock on the Nasdaq National Market on the date of
grant (December 20, 2000). Using this same calculation, the value of this
award on the last trading day of Innotrac's 2002 fiscal year, December 31,
2002, was $112,000. This award vests entirely on the fourth anniversary of
the date of grant.

(6) Mr. Toner's employment commenced June 2001.

The following table sets forth option grants to Named Executive Officers during
fiscal 2002.

OPTION GRANTS IN FISCAL 2002

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
----------------- -----------
PERCENT OF TOTAL
SHARES OPTION GRANTED
UNDERLYING TO EMPLOYEES IN EXERCISE EXPIRATION
NAME OPTIONS FISCAL YEAR* PRICE DATE 5% 10%
- ---- ------- ------------ ----- ---- -- ---

Scott D. Dorfman ... 50,000 8.9% $ 3.40 3/11/2012 $106,912 $270,936
David L. Gamsey .... 50,000 8.9 3.40 3/11/2012 106,912 270,936
David L. Ellin ..... 50,000 8.9 3.40 3/11/2012 106,912 270,936
Larry C. Hanger .... 50,000 8.9 3.40 3/11/2012 106,912 270,936
Robert J. Toner .... 50,000 8.9 3.40 3/11/2012 106,912 270,936

* Based on options for 559,000 shares granted to directors and employees in
fiscal 2002.

No Company-granted options were exercised by any Named Executive Officers
during fiscal 2002. The following table sets forth the year-end value of
unexercised options held by the Named Executive Officers at December 31, 2002.

FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT DECEMBER 31, 2002 DECEMBER 31, 2002(1)
---------------------------- --------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------

Scott D. Dorfman.................................. 50,000 100,000 -- --
David L. Gamsey................................... 75,000 125,000 -- --
David L. Ellin.................................... 209,500 101,500 -- --
Larry C. Hanger................................... 77,625 100,875 -- --
Robert Toner...................................... -- 75,000 -- --

(1) Represents aggregate excess of market value of shares under option as of
December 31, 2002 over the exercise price of the options.

EXECUTIVE CONTRACTS, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS

Innotrac has entered into employment agreements with all its current Named
Executive Officers. The following summaries are qualified in their entirety by
the full text of the employment agreements, which are on file with the
Securities and Exchange Commission.

Scott D. Dorfman. Mr. Dorfman has entered into an agreement to serve as
Innotrac's Chairman of the Board, President and Chief Executive Officer. His
employment agreement expires on December 31, 2005. Mr. Dorfman is entitled to a
salary of no less than $425,000 per year and is eligible for annual increases
and a performance-based bonus which can be up to 100% of his salary although he
has voluntarily elected to take a lesser amount in 2002 and 2003. He may
participate in such benefit plans as Innotrac maintains from time to time for
senior executives, and receives customary perquisites.

Mr. Dorfman's employment agreement may be terminated by either party if he
dies or becomes disabled, by Innotrac for "good cause" (as defined) or for any
reason by either party upon 90 days' notice. Upon any termination of his
employment, he is entitled to all compensation and benefits accrued through the
date of

termination plus any bonus earned for the year during which he is terminated,
calculated based on the performance of Innotrac through the termination date and
prorated for the partial year of employment. If Mr. Dorfman's employment is
terminated because he dies or becomes disabled, then in addition to accrued
compensation, all of his stock options become vested as of the termination date
and will expire in accordance with their respective scheduled expiration dates.
If Innotrac terminates his agreement for good cause or if Mr. Dorfman terminates
his employment (if there has been no change in control of Innotrac in the 18
months prior to termination), then all his unvested stock options are forfeited
as of the termination date and his vested options remain exercisable for a
period of 90 days after the termination date, after which they will expire. If
Innotrac terminates Mr. Dorfman's employment without good cause, then in
addition to accrued compensation, Mr. Dorfman is entitled to continue to receive
his normal salary for a period of six months following the termination date.
Upon termination without good cause, all of his stock options become vested as
of the termination date and will expire upon the first anniversary of the
termination date.

If Innotrac terminates Mr. Dorfman without good cause within 18 months
after a change in control of Innotrac, or if Mr. Dorfman terminates his
employment for "good reason" (as defined) within the same period, Mr. Dorfman is
entitled to continue to receive his normal salary and certain benefits and
perquisites for a period of 18 months following the termination date. All his
stock options shall become vested on the termination date and remain exercisable
for the longer of their respective scheduled expiration dates or three years
following the termination date. If Mr. Dorfman terminates his employment without
good reason within 18 months after a change in control of Innotrac, he is
entitled to all the same compensation and benefits described in this paragraph,
except that his salary and other benefits shall only continue for 12 months
following the termination date.

Mr. Dorfman is subject to customary confidentiality, noncompete and
nonsolicitation covenants during the term of his employment and for an
additional period of one year following his termination. During this period, Mr.
Dorfman must keep Innotrac's confidential information confidential. Mr. Dorfman
is obligated to keep Innotrac's trade secrets confidential for as long as they
remain trade secrets. He is prohibited during this period from engaging in the
businesses 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 offers, within a 35-mile radius of any of Innotrac's
locations. Furthermore, he is prohibited during this period from soliciting
Innotrac customers, with some exceptions during the period from his termination
to the first anniversary of his termination.

David L. Gamsey. Mr. Gamsey has entered into an agreement to serve as
Innotrac's Senior Vice President and Chief Financial Officer until December 31,
2005. Mr. Gamsey is entitled to a salary of no less than $240,000 per year and
is eligible for annual increases and a performance-based bonus which can be up
to 50% of his salary. The other provisions of Mr. Gamsey's employment agreement
are similar to those described above with respect to Mr. Dorfman's employment
agreement.

David L. Ellin. Mr. Ellin has entered into an agreement to serve as
Innotrac's Senior Vice President and Chief Operating Officer until December 31,
2005, or in such other executive capacity as the Board may from time to time
determine. In December 2001, the Board determined, and Mr. Ellin agreed, that
Mr. Ellin should serve the Company in the important role of Senior Vice
President -- Sales. Mr. Ellin is entitled to a salary of no less than $175,000
per year and is eligible for annual increases, sales commissions and a
performance-based bonus which can be up to 60% of his salary, less commissions.
The other provisions of Mr. Ellin's employment agreement are similar to those
described above with respect to Mr. Dorfman's employment agreement.

Larry C. Hanger. Mr. Hanger has entered into an agreement to serve as
Innotrac's Senior Vice President -- Client Services until December 31, 2005, or
in such other executive capacity as the Board may from time to time determine.
Mr. Hanger is entitled to a salary of no less than $150,000 per year and is
eligible for annual increases and a performance-based bonus which can be up to
60% of his salary. The other provisions of Mr. Hanger's employment agreement are
similar to those described above with respect to Mr. Dorfman's employment
agreement.

Robert J. Toner. Mr. Toner has entered into an agreement to serve as
Innotrac's Vice President -- Logistics until December 31, 2004, or in such other
executive capacity as the Board may from time to time determine. Mr. Toner is
entitled to a salary of no less than $185,000 per year and is eligible for
annual increases and a performance-based bonus which can be up to 50% of his
salary. The other provisions of Mr. Toner's employment agreement are similar to
those described above with respect to Mr. Dorfman's employment agreement.

RELATED PARTY TRANSACTIONS

The Company leases, on an as-needed basis, a single engine aircraft from a
company wholly-owned by its Chairman and Chief Executive Officer, pursuant to an
agreement that provides for annual rent of $60,000. Such rent was paid in 2002.
Innotrac is responsible for maintenance, insurance, taxes, fuel and other
expenses associated with the business use of the aircraft.

In 2002, the Company paid approximately $63,000 in fees to Williams
Benator & Libby, LLP, an accounting firm, for tax and consulting services. Bruce
Benator, one of the directors of Innotrac, is the Managing Partner of that firm.

In 2002, the Company paid approximately $744,000 in fees to Harp Ink, a
print broker, for services related to the printing of marketing, client,
inter-company and other materials. Harp Ink is owned by Hy Dorfman, the brother
of the Company's Chairman and Chief Executive Officer, and Hy Dorfman's wife.

In 2002, the Company paid approximately $78,100 in salary and bonuses to
Mindy Dorfman, an employee who functioned full-time as a client service director
for Innotrac. She is the sister of the Company's Chairman and Chief Executive
Officer.

POLICY RESPECTING RELATED PARTY TRANSACTIONS

The Board of Directors has adopted a policy that any transactions between
Innotrac and any of its officers, directors, or principal shareholders or
affiliates must be on terms no less favorable than those that could be obtained
from unaffiliated parties in comparable situations and must be approved by the
Audit Committee of the Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Dorfman, Blank and Marks comprised the members of the Compensation
Committee during fiscal 2002. Messrs. Blank and Marks comprised the members of
the Executive Compensation Subcommittee. While Mr. Dorfman is our Chairman,
President and Chief Executive Officer, neither Mr. Blank nor Mr. Marks is a
current or former officer of Innotrac. No interlocking relationship exists
between our Board of Directors, Compensation Committee, Executive Compensation
Subcommittee or executive officers and the board of directors, compensation
committee or executive officers of another company. We have entered into a
transaction with Mr. Dorfman as described in "Related Party Transactions."

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

This report sets forth Innotrac's current compensation policies for its
executive officers and describes the basis on which fiscal 2002 compensation
determinations were made with respect to the executive officers, including the
Chairman, President and Chief Executive Officer, Mr. Dorfman, and the other
Named Executive Officers. Messrs. Dorfman, Blank and Marks comprised the
Compensation Committee during fiscal 2002, Mr. Marks joining in May 2002, and
Messrs. Blank and Marks comprised the Executive Compensation Subcommittee.

GENERAL COMPENSATION PHILOSOPHY

The programs and policies for the compensation of Innotrac's executive
officers are designed to attract and retain capable executive officers, and to
link the compensation of executive officers to the attainment of performance
goals and increases in Innotrac's stock price.

The Committee reviews and determines the appropriateness of the
compensation paid to each of Innotrac's executive officers annually, with the
philosophy described above as its guide. While promoting initiative and
providing incentives for superior executive management performance, the
Committee also seeks to assure that Innotrac is able to compete for and retain
talented personnel to lead it in achieving levels of financial performance that
enhances shareholder value over the long-term as well as the short-term.

PRINCIPAL EXECUTIVE COMPENSATION ELEMENTS

Our compensation programs consist of the following basic components:

- Competitive base salaries;

- Annual incentive bonuses;

- Long-term incentive stock options or bonuses; and

- Customary benefits.

Base Salaries. The base salaries of Innotrac's executive officers are
generally established without reference to specific Company performance or
competitive criteria. Employment agreements of our senior executive officers
guarantee certain minimum salaries determined through a process of arm's length
negotiations. Salaries of executive officers are reviewed on an annual basis,
but increases are not mandated by the employment agreements. With the exception
of Mr. Hanger, there were no salary increases for executive officers in 2002 and
Mr. Dorfman, Chief Executive Officer, had a salary reduction.

Annual Incentive Bonuses. Annual incentive bonuses for executive officers
are determined under Innotrac's Senior Executive Incentive Compensation Plan
(the "Executive Plan"), which Innotrac's shareholders approved in fiscal 2000.
The Executive Plan ties the incentive compensation payable to the executive
officers directly to the attainment of specific, objective performance targets,
thereby aligning the interests of management with the interests of Innotrac's
shareholders. The amount of bonuses potentially payable to executive officers is
determined as a range of percentages of an individual officer's salary. Bonuses
paid in accordance with the Executive Plan can be based on the achievement of
any number of enumerated performance criteria, such as earnings before interest
and taxes, earnings before interest, taxes, depreciation and amortization
("EBITDA"), return on capital employed, cash flow, cash flow return, operating
income, gross margin, net income, earnings per share, return on equity, return
on assets (or net assets), pre-tax profit, market value of the Company's stock
and total shareholder return. For 2002, bonuses were based on the attainment of
certain revenue and EBITDA targets, as well as the satisfaction of individual
goals and objectives determined by the Committee.

Bonuses were paid pursuant to the Executive Plan for fiscal 2002 in the
form of restricted stock and cash, although the Committee exercised its
discretion to reduce the bonuses of some officers, with the result that all
officers received the same amount (Mr. Ellin's cash bonus was netted with his
commissions earned in fiscal 2002). See "Summary Compensation Table" for the
amounts of bonuses paid to the Named Executive Officers for fiscal 2002.

Long-Term Stock Incentives. Innotrac believes that stock options and other
stock incentives play an integral role in its ability to attract and retain
employees and directors and to provide incentives for such persons to promote
Innotrac's financial success. Moreover, stock incentives benefit Innotrac by
closely aligning the interests of grantees with the interests of Innotrac's
shareholders.

Under the Stock Incentive Plan, employees, including executive officers,
non-employee directors and independent advisors and consultants to the Company
and its subsidiaries, may be granted long-term stock incentives in the form of
stock options, stock appreciation rights, restricted stock and performance
shares. Options granted to the Named Executive Officers in fiscal 2002 are set
forth under the table captioned "Option Grants in Fiscal 2002." Although
incentive grants made in prior periods are taken into account when making grants
to the same grantees in subsequent periods, this consideration is only one of
several criteria. During fiscal 2002, grants were made to encourage employees to
promote increases in the market price of Innotrac's Common Stock.

COMPENSATION OF THE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

Mr. Dorfman has generally had a larger percentage of his annual
compensation at risk on the basis of Innotrac's performance than have the other
executive officers. Mr. Dorfman's employment agreement establishes his annual
incentive bonus as the highest percentage of salary among the executive officers
with employment agreements. As with the other executive officers, Mr. Dorfman
did receive a bonus pursuant to the Executive Plan for fiscal 2002. However, Mr.
Dorfman received the same amount of incentive compensation as all other
executive officers. Additionally, Mr. Dorfman's fiscal 2002 salary was
voluntarily decreased from his fiscal 2001 salary due to Innotrac's financial
performance.

BENEFITS

Executives also participate, on a voluntary basis, in Innotrac's regular
employee benefit programs, including group medical and dental coverage, group
life insurance and group long-term disability insurance. In addition, executive
officers can participate in a deferred compensation plan with respect to which
Innotrac provides matching contributions. All Company matches permitted under
the Executive deferred compensation plan were suspended in 2002.

EXECUTIVE COMPENSATION SUBCOMMITTEE AND COMPENSATION DEDUCTIBILITY POLICY

The Executive Compensation Subcommittee was constituted to (1) achieve
certain securities law advantages with respect to stock-based compensation to
Innotrac's officers and directors and (2) maintain the tax deductibility of
certain annual compensation in excess of $1 million to Innotrac's Named
Executive Officers under Section 162(m) of the Internal Revenue Code. During
meetings of the full Compensation Committee, Mr. Dorfman normally recuses
himself from discussions and votes regarding his own compensation, or in
circumstances where his participation, as an Innotrac employee, would affect
compliance with such securities laws or Section 162(m). Although Innotrac's
policy is to maintain the tax deductibility of compensation to executive
officers under Section 162(m), Innotrac and the Committee retain the discretion
to make compensation decisions without regard to deductibility when it is in the
best interests of Innotrac and its shareholders to do so.

Scott D. Dorfman -- Martin J. Blank -- Joel E. Marks
(Members of Committee during fiscal 2002)

STOCK PERFORMANCE GRAPH

Set forth below is a line graph comparing the percentage change in the
cumulative total shareholder return of Innotrac's Common Stock against the
cumulative total return of The Nasdaq Stock Market (U.S.) Index and the Nasdaq
Non-Financial Index for the period commencing on May 7, 1998 and ending on
December 31, 2002.

[STOCK PERFORMANCE GRAPH]

CUMULATIVE TOTAL RETURN
-----------------------
5/07/98 12/1998 12/1999 12/2000 12/2001 12/2002
------- ------- ------- ------- ------- -------

Innotrac Corporation 100 138 105 27 53 17
Nasdaq Stock Market (U.S.) Index 100 121 224 135 107 74
Nasdaq Non-Financial Index 100 123 241 141 107 70

EQUITY COMPENSATION PLANS

The following table sets forth aggregate information as of December 31,
2002 about all Innotrac compensation plans, including individual compensation
arrangements, under which our equity securities are authorized for issuance. The
weighted-average exercise price does not include restricted stock.

NUMBER OF SECURITIES TO WEIGHTED-AVERAGE NUMBER OF SECURITIES
BE ISSUED UPON EXERCISE EXERCISE PRICE OF REMAINING AVAILABLE FOR
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS EQUITY COMPENSATION PLANS
- ------------- ------------------- ------------------- -------------------------

Equity Compensation Plans
Approved by Shareholders.. 2,073,150 $5.59 1,526,850

Equity Compensation Plans Not
Approved by Shareholders.. N/A N/A N/A

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation of the Audit Committee,
appoints each year the firm that will serve as Innotrac's independent public
accountants. Such appointment is not subject to ratification or other vote by
the shareholders. The Board has appointed Deloitte and Touche LLP to serve as
such for the current fiscal year.

A representative of Deloitte and Touche LLP is expected to be present at
the Annual Meeting, with the opportunity to make a statement if he or she
desires to do so, and is expected to be available to respond to appropriate
questions.

FEES

The fees billed for professional services by Deloitte and Touche LLP for
the audit of Innotrac's annual financial statements for fiscal 2002, for the
reviews of Innotrac's quarterly financial statements during fiscal 2002 and for
other audit-related services were $135,942. Additional audit-related fees of
$11,080 were billed for the limited scope audit of the Innotrac Corporation
Employee Retirement Plan. Deloitte and Touche LLP billed no other fees to
Innotrac during fiscal 2002, including for financial information systems design
or implementation.

FORMER ACCOUNTANTS

On April 22, 2002 the Board of Directors of Innotrac, upon the
recommendation of its Audit Committee, dismissed its independent accountants,
Arthur Andersen LLP ("Andersen"), and appointed Deloitte & Touche LLP as its new
independent accountants, effective immediately. The audit report issued by
Andersen on the consolidated financial statements of Innotrac as of and for the
fiscal year ended December 31, 2001 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.

During Innotrac's fiscal years 2000 and 2001 and through April 22, 2002,
there were no disagreements between Innotrac and Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to Andersen's satisfaction, would
have caused Andersen to make reference to the subject matter of the
disagreements in connection with its reports on Innotrac's consolidated
financial statements for such periods, nor have there been any reportable events
as listed in Item 304 (a)(1)(v) of Regulation S-K. During Innotrac's fiscal
years 2000 and 2001 and through April 22, 2002, Innotrac did not consult with
Deloitte & Touche with respect to any of the matters or reportable events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

REPORT OF THE AUDIT COMMITTEE

The Board of Directors, in its business judgment, has determined that all three
members of the Audit Committee are "independent" as required by applicable
current listing standards of The Nasdaq Stock Market. The Committee operates
pursuant to an Audit Committee Charter that was adopted by the Board on May 15,
2000. The Company's management is responsible for its internal accounting
controls and the financial reporting process. The Company's independent
accountants, Deloitte and Touche LLP, are responsible for performing an audit of
the Company's consolidated financial statements in accordance with auditing
standards generally accepted in the United States and for expressing an opinion
as to their conformity with generally accepted accounting principles. The Audit
Committee's responsibility is to monitor and oversee these processes.

In keeping with that responsibility, the Audit Committee has reviewed and
discussed the Company's audited consolidated financial statements with
management and the independent accountants. In addition, the Audit Committee has
discussed with the Company's independent accountants the matters required to be
discussed by Statement on Auditing Standards No. 61, "Communications with Audit
Committee," as currently in effect. In addition, the Audit Committee has
received the written disclosures from the independent accountants required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," and has discussed with the independent accountants their
independence. The Audit Committee has also considered whether the provision of
non-audit services by the independent accountants is compatible with maintaining
such accountants' independence.

Members of the Committee rely without independent verification on the
information provided to them and on the representations made by management and
the independent accountants. Accordingly, the Audit Committee's oversight does
not provide an independent basis to determine that management has maintained
appropriate

accounting and financial reporting principles or appropriate internal control
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not assure that the audit of
the Company's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Company's auditors are in fact "independent".

Based on the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Committee referred to
above and in the Audit Committee Charter, the Committee recommended to the Board
of Directors that the audited consolidated financial statements of the Company
be included in the Annual Report on Form 10-K for the year ended December 31,
2002 for filing with the Securities and Exchange Commission.

This report is respectfully submitted by the Audit Committee of the Board
of Directors.

Bruce V. Benator -- Martin J. Blank -- Joel E. Marks
(Members of the Audit Committee during fiscal 2002)

SHAREHOLDERS' PROPOSALS FOR 2004 ANNUAL MEETING

Any shareholder who wishes to present a proposal appropriate for
consideration at Innotrac's 2004 Annual Meeting of Shareholders must submit the
proposal in proper form to Innotrac at its address set forth on the first page
of this Proxy Statement no later than December 19, 2003 for the proposal to be
considered for inclusion in Innotrac's proxy statement and form of proxy
relating to such Annual Meeting. Innotrac must be notified of any other
shareholder proposal intended to be presented for consideration at the 2004
Annual Meeting not later than March 3, 2004 or else proxies may be voted on such
proposal at the discretion of the persons named in the proxy.

OTHER MATTERS

All of the expenses involved in preparing, assembling, and mailing this
Proxy Statement and the materials enclosed herewith and soliciting proxies will
be paid by Innotrac. It is estimated that such costs will be nominal. Innotrac
may reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for expenses reasonably incurred by them in sending proxy materials
to beneficial owners of stock. The solicitation of proxies will be conducted
primarily by mail but may include telephone, telegraph or oral communications by
directors, officers, or regular employees of Innotrac, acting without special
compensation.

The Board of Directors is aware of no other matters, except for those
incidental to the conduct of the Annual Meeting, that are to be presented to
shareholders for formal action at the Annual Meeting. If, however, any other
matters properly come before the Annual Meeting or any postponement,
adjournment, or adjournments thereof, it is the intention of the persons named
in the proxy to vote the proxy in accordance with their judgment.

Shareholders are urged to fill in, date and sign the accompanying form of
proxy and return it to Innotrac as soon as possible.

BY ORDER OF THE BOARD OF DIRECTORS,

David L. Gamsey
Secretary

COMMON STOCK

OF INNOTRAC CORPORATION

THIS PROXY IS SOLICITED BY THE BOARD OF

DIRECTORS FOR THE MAY 19, 2003

ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints Scott D. Dorfman and David L. Gamsey, and
each of them, the proxy of the undersigned to vote the Common Stock of the
undersigned at the Annual Meeting of Shareholders of Innotrac Corporation (the
"Company") to be held on May 19, 2003, and any adjournment or postponement
thereof.

1. Election of directors

David L. Gamsey Martin J. Blank Joel E. Marks

<Table>

[ ] FOR all nominees for director listed above [ ] WITHHOLD AUTHORITY to vote for all nominees
(except as marked to the contrary). listed above.

[ ] WITHHOLD AUTHORITY to vote for an individual
nominee. Write name(s) below.
</Table>

- --------------------------------------------------------------------------------

2. In accordance with their best judgment with respect to any other matters
that may properly come before the meeting.

THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE
PERSONS NAMED IN THE PROXY AND ACCOMPANYING PROXY STATEMENT, AND UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED.

<Table>

,
Date: 2003
-------------------------

--------------------------------------------
Please sign this Proxy exactly as name
appears on the Proxy.

Note: When signing as attorney,
trustee, administrator, or guardian,
please give your title as such. In the
case of joint tenants, each joint owner
must sign.
</Table>