EX-99 3 kl09037_ex99-1.txt EXHIBIT 99.1 LETTER Exhibit 99.1 September 24, 2001 To the Board of Directors of Internet Commerce Corporation Gentlemen: I hereby tender my resignation from the Board of Directors of ICC and from all other positions I hold with ICC, which resignation is effective immediately. The reason for my resignation is the many disagreements I have with ICC's operations, policies and practices, which include, among other things: o Reductions in RTCI key personnel that will decrease the value to ICC of the RTCI acquisition. o Failure by ICC to reduce overhead expenses at headquarters and put in a clear and effective organization as I have requested many times. o Failure by ICC to diversify its Board of Directors to include independent members who are not officers, employees or consultants of ICC. I have voiced opposition to these policies many times, but I have been ignored. Consequently, I have no choice but to resign because I have concluded that I cannot effectively protect the interests of the shareholders of ICC as a minority of the Board. I also note that on September 06, 2001 I offered to repurchase RTCI from ICC. To date, I have received no response to that offer. I believe you have an obligation to the shareholders of ICC, of which I am the largest shareholder, to evaluate that offer and respond as to why it was not accepted. I await your response. You hereby have my permission to file a copy of this letter as an exhibit to the Form 8-K that ICC is required to file with the Securities and Exchange Commission, because of my resignation over disagreements with the operations, policies and practices of ICC. As a shareholder I will of course support all efforts to correct these issues. Very truly yours, Jeffrey W. LeRose