ICC to Acquire Electronic Commerce Systems

ECS provides Internet-based e-business solutions to suppliers needing to comply with EDI mandates from major retailers, as well as services to the banking industry and special electronic solutions for a range of important customers. ECS was founded in 1996 and is headquartered in Norcross, Georgia. ICC will issue a total of approximately 1,941,434 shares of its Class A common stock in connection with the merger, including approximately 415,596 shares that will be issued in exchange for outstanding debt of ECS in the amount of approximately $492,282 and in payment of certain legal fees of counsel to ECS. ECS will become a wholly-owned subsidiary of ICC. ECS shareholders owning more than a majority of its stock have agreed to vote in favor of the merger at its upcoming shareholders meeting, which is expected to be held within the next 30 days. Completion of the merger is subject to the approval of shareholders of ECS and other customary conditions. Upon the consummation of the merger, ICC will enter into a registration rights undertaking in favor of the shareholders of ECS pursuant to which ICC will agree to register the resale of the shares of class A common stock received by ECS shareholders as a result of the merger.