Exhibit 1
AGREEMENT OF JOINT FILING
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Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby consent to the joint filing on their behalf
of a single Schedule 13G and any amendments thereto, with respect to the
beneficial ownership by each of the undersigned of shares of Class A Common
Stock, $.01 par value per share, of Internet Commerce Corporation, a Delaware
corporation. The undersigned hereby further agree that this statement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but all of which counterparts shall together
constitute one and the same instrument.
Dated: as of June 7, 2005 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, President
