Item 1.02 Termination of a Material Definitive Agreement.

On January 28, 2009, GSI Commerce, Inc. ("GSI"), Bulldog Acquisition Corp., a Georgia corporation and a wholly owned subsidiary of GSI, and Innotrac Corporation, a Georgia corporation ("Innotrac"), entered into a Termination Agreement to terminate their previously announced Agreement and Plan of Merger dated as of October 5, 2008 ("Merger Agreement") pursuant to the mutual termination provision and without penalty to either party. The Termination Agreement also contains a mutual release of the parties with respect to claims arising out of the Merger Agreement and any agreements entered into in connection with the Merger Agreement. GSI filed a Current Report on Form 8-K on October 6, 2008 reporting its entering into the Merger Agreement and describing the terms thereof and, to the extent required by Item 1.02 of Form 8-K, that description is incorporated by reference in this Item 1.02 pursuant to General Instruction B.3 of Form 8-K.

The foregoing summary of the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Termination Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 29, 2009, GSI and Innotrac issued a joint press release announcing that that they had mutually agreed to terminate the Merger Agreement based on current prevailing market valuations. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description

10.1 Termination Agreement, dated as of January 28, 2009, by and among GSI Commerce, Inc., Bulldog Acquisition Corp. and Innotrac Corporation.

99.1 Press Release issued by GSI Commerce, Inc. and Innotrac Corporation dated January 29, 2009.

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