Exhibit 99.1
ELLIS, FUNK, GOLDBERG, LABOVITZ & DOKSON, P.C. DONALD J. ELLIS ATTORNEYS AT LAW EMAIL: difunk@efgld.com DAVID I. FUNK ONE SECURITIES CENTRE ---------------- ROBERT B. GOLDBERG (GA&SC) SUITE 400 ALBERT L. LABOVITZ (GA&AL) 3490 PIEDMONT ROAD OF COUNSEL: ROBERT N. DOKSON ATLANTA, GA 30305 RUSSELL H. KASPER, P.C. -------- 404-233-2800 CLAY M. WHITE FACSIMILE 404-233-2188
April 13, 2004 VIA FEDERAL EXPRESS - ------------------- EB2B Commerce, Inc. 665 Broadway New York, NY 10012 Attn: Richard S. Cohan RE: January and July 2002 Senior Subordinated Secured Convertible Notes in the amounts of $2,000,000 and $1,200,000 respectively Dear Mr. Cohan: We represent Robert Priddy, Investor Representative, in connection with the July Notes referenced above and, by proxy, 85% of the holders of the January Notes. As you are aware, you are in default under both of the Notes by virtue of your failure to pay interest as provided therein. Please accept this writing as notice of acceleration, such that the entire unpaid principal and all accrued but unpaid interest is now immediately due and payable. Please be further advised that the Noteholders are prepared to take possession of the collateral described in the General Security Agreement in full and final satisfaction of your obligation to the Noteholders. If you refuse this offer of a compromise, a Bankruptcy filing is the only alternative. Please contact me as soon as possible following your receipt of this letter to give me your answer to our proposal. Very truly yours, ELLIS, FUNK, GOLDBERG, LABOVITZ & DOKSON, PC. /s/ DAVID I. FUNK ---------------------- David I. Funk DIF:jml cc: Robert B. Goldberg Robert Priddy (via email)