Exhibit A




               EB2B COMMERCE SEEKS TO SIMPLIFY CAPITAL STRUCTURE


     NEW YORK   February 28, 2001   eB2B Commerce, Inc. (NASDAQ:EBTB)
announced today that it has commenced an offer to certain investors to convert
preferred stock and exercise warrants for the purpose of simplifying its capital
structure. Pursuant to the offer, commencing February 28, 2001 and ending March
30, 2001,

(1) holders of the Company's  Series B Preferred  Stock will be entitled to
convert into common  stock of eB2B at a rate of $1.75 per share,  instead of the
current conversion price of approximately $2.07 per share, and

(2) holders of certain common stock purchase warrants of eB2B will be able
to exercise their warrants on a cashless basis utilizing an assumed fair market
value of $6.20, resulting in the issuance of between .667 and .758 of a share of
common stock for each warrant exercised, depending on the warrant exercise
price.

     The preferred stock was issued in a private placement completed in December
1999, together with a portion of the warrants subject to this offering. The
remaining warrants were originally issued in a separate 1999 private
placement or issued as consideration to an investment firm and its
designees as compensation for services.

     This offer is subject to a minimum threshold acceptance rate. In the
event that all holders of the securities accept the offer, approximately 16
million shares of common stock will be issued with respect to the
conversion of Series B Preferred Stock and approximately 8.8 million shares
of common stock will be issued upon the exercise of



warrants. Upon the successful completion of the offer, the Company will
have a total of approximately 40.2 million shares of common stock
outstanding.

     In addition, by acceptance of the offer, holders of the preferred
shares and warrants will be agreeing to the elimination of certain rights
with respect to these classes of securities, including the elimination of
the rights of preferred shareholders to elect one director of the Company
and to prevent the issuance of a new series of preferred stock which would
rank senior to or pari passu with the preferred shares.

     The purpose of the substantial elimination of preferred shares and
warrants is to enhance the Company's attractiveness to institutional
investors.

     The securities offered will not be and have not been registered under
the Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. In addition, the securities will continue to be subject to
the provisions of the "lock-up" agreements entered into in connection with
the 1999 private placement.

ABOUT EB2B COMMERCE
     eB2B Commerce is the leading provider of business-to-business
transaction management services that simplify trading partner integration,
automation, and collaboration across the order management life cycle. The
eB2B Trading Network and Transaction Lifecycle Management solutions provide
enterprises large and small with a total solution for improving trading
partner relationships that enhance productivity and bottom line
profitability.

     CERTAIN STATEMENTS CONTAINED IN THIS NEWS RELEASE WHICH ARE NOT BASED
ON HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS, AS THE TERM IS DEFINED
IN THE PRIVATE SECURITIES LITIGATION ACT OF 1995, AND ARE SUBJECT TO
UNCERTAINTIES AND RISKS THAT MAY CAUSE ACTUAL RESULTS TO MATERIALLY DIFFER
FROM PROJECTIONS. ALTHOUGH EB2B BELIEVES THAT ITS EXPECTATIONS ARE
REASONABLE ASSUMPTIONS WITHIN THE BOUNDS OF ITS KNOWLEDGE OF ITS BUSINESS
OPERATIONS, THERE CAN BE NO ASSURANCE THAT ACTUAL RESULTS WILL NOT DIFFER
MATERIALLY FROM ITS EXPECTATIONS.