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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of Earliest Event Reported): JULY 8, 2003

                               EB2B COMMERCE, INC.
               (Exact Name of Registrant as Specified in Charter)


        NEW JERSEY               0-10039               22-2267658
(State or Other Jurisdiction    (Commission           (I.R.S. Employer
         of Incorporation)       File Number)          Identification Number)


         665 BROADWAY, NEW YORK, NEW YORK                               10012
         (Address of Registrant's Principal Executive Offices)        (Zip Code)

                                 (212) 477-1700
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

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ITEM 5.  OTHER EVENTS AND REQUIRED FD DISCLOSURE.

     On July 8, 2003, eB2B Commerce, Inc. (the "Company") entered into Amendment
No. 3 to  Interworld  Software  License  Agreement  ("Amendment  No. 3") with IW
Holdings,  Inc., as successor to the business  formerly  conducted by Interworld
Corporation  ("Holdings").  Amendment  No. 3  resolved  all  outstanding  issues
between the parties and superceded the prior  compensation  arrangement  between
the  Company  and  Holdings.  Amendment  No. 3  provides  for a two  year  term,
continued use by the Company of Holdings' software, and compensation to Holdings
as follows:  (i)  $20,000 in cash within two  business  days,  which  amount has
already been paid, (ii) such number of shares of common stock of the Company, if
any, as is required to bring the  ownership  of Holdings and its  affiliates  to
approximately  316,000  shares,  (iii)  10% of the  revenues  that  the  Company
generates  through the use of  Holdings'  software and (iv) 7.5% of the revenues
(excluding  those generated under provision  (iii)) received by the Company from
maintenance and other services performed by the Company for third parties for or
an account of Holding's software; in no event shall the amounts payable pursuant
to provisions (iii) and (iv) above exceed the aggregate  amount of $300,000.  As
of March 31,  2003,  the  Company's  Balance  Sheet  had  reflected  an  accrued
liability to Holdings of $585,556.  Reference is hereby made to Amendment No. 3,
a copy of which is attached  hereto as Exhibit 10.1 and  incorporated  herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c) Exhibits

                  10.1   Amendment No. 3.




                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  July 21, 2003

                                    eB2B Commerce, Inc.


                                    By:/s/ Richard S. Cohan
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                                       Name: Richard S. Cohan
                                       Title:Chief Executive Officer and
                                             President