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                  JOINT FILING OF SCHEDULE 13D

     The  undersigned  hereby agree to jointly  prepare and file with regulatory
authorities a Schedule 13D and any future  amendments  thereto reporting each of
the  undersigned's  ownership of  securities of eB2B  Commerce,  Inc. and hereby
affirm  that  such  Schedule  13D is  being  filed  on  behalf  of  each  of the
undersigned.

Dated: April 27, 2000                  Commonwealth Associates L.P
       New York, New York


                                       By:  Commonwealth Associates
                                            Management Corp., its general
                                            partner

                                       By:   /s/ Joseph Wynne
                                            Joseph Wynne
                                            Chief Financial Officer

Dated: April 27, 2000                  Commonwealth Associates Management
       New York, New York              Corp.

                                       By:   /s/ Joseph Wynne
                                            Joseph Wynne
                                            Chief Financial Officer

Dated: April 27, 2000                  ComVest Capital Partners LLC
       New York, New York

                                       By:   /s/ Keith Rosenbloom
                                            Keith Rosenbloom, Manager


Dated: April 27, 2000                        /s/ Michael S. Falk
       New York, New York                   Michael S. Falk


Dated: April 27, 2000                        /s/ Keith Rosenbloom
       Marietta, Georgia                    Keith Rosenbloom


Dated: April 27, 2000                       /s/ Basil Asciutto
       New York, New York                  Basil Asciutto


Dated: April 27, 2000                       /s/ Robert Priddy
       New York, New York                  Robert Priddy