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
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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
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David I. Funk
DIF:jml
cc: Robert B. Goldberg
Robert Priddy (via email)