EXHIBIT 3(i).4
 
 
 SERIES C CONVERTIBLE
REDEEMABLE PREFERRED STOCK
 OF
INTERNET COMMERCE CORPORATION
 
 
    1.
    
    Designation and Number. The distinctive designation of the series shall be Series C
Convertible Redeemable Preferred Stock (the Series C Preferred); the number of shares of
Series C Preferred which the Corporation is authorized to issue shall be 10,000, which number
may be increased (but not above the total number of authorized shares of Preferred stock of
the Corporation) or decreased (but not below the number of shares then outstanding) from time
to time by the Board of Directors of the Corporation.




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2.
    
    Definitions. For purposes of this Certificate of Designation, the following terms
shall have the meanings indicated.
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3.
    
    Dividends. (a) The holders of the Series C Preferred shall be entitled to receive
cumulative dividends at, but not exceeding, the rate of four percent (4%) per share per annum,
payable annually on the first day of January in each year, commencing with the first day of
January, 2001, in cash or duly authorized, fully paid and non-assessable shares of Common
Stock. In calculating the number of shares of Common Stock to be paid as any dividend payable
in shares of Common Stock, each share of Series C Preferred shall be deemed to have a value of
$1,000 and each share of Common Stock to be paid as a dividend shall be deemed to have a value
equal to the average of the Market Price per share of Common Stock for the ten (10)
consecutive Trading Days ending two (2) days prior to the payment date of such dividend. Such
dividends on the Series C Preferred shall accrue and be cumulative with respect to any shares
issued on or after the date of the initial issuance of shares of Series C Preferred, so that
the first dividend on shares of Series C Preferred, payable on the first day of January 1,
2001, shall be in an amount per share (computed to the nearest whole cent) determined by
multiplying $40.00 by a fraction, the numerator of which is the number of days from the date
of the initial issuance of shares of Series C Preferred to January 1, 2001, and the
denominator of which is 366. Such dividends on the Series C Preferred shall accrue and be
cumulative with respect to shares issued subsequent to January 1, 2001 from the dividend
payment date next preceding the date on which such shares are issued. Dividends shall accrue
and be cumulative on a day to day basis, whether or not earned or declared, on each share of
Series C Preferred from the date on which dividends thereon are cumulative. Notwithstanding
the foregoing, no fractional shares of Common Stock shall be issued in the payment of
dividends. Any dividend distribution that would result in a holder of Series C Preferred being
entitled to a fraction of a share of Common Stock (after aggregating all shares of Series C
Preferred held by such holder) shall be payable in cash, with the amount of cash to be
determined by multiplying such fraction by the Market Price per share of Common Stock on the
Trading Day that is two (2) days prior to the payment date of such dividend.
  4.
    
    Liquidation Preference. (a) The Series C Preferred shall be preferred as to assets
over all other classes or series of preferred or special stock or series of Preferred Stock of
the Corporation, whether currently existing or created hereafter so that, in the event of any
liquidation, dissolution or winding up of the Corporation, the holders of Series C Preferred
shall be entitled to have set apart for them or to be paid out of the assets of the
Corporation before any distribution is made to or set apart for the holders of any other class
or series of preferred or special stock or series of Preferred Stock, upon such liquidation,
dissolution or winding up, an amount in cash equal to, and in no event more than, $1000.00 per
share of Series C Preferred plus a sum of money equal to all dividends accrued and unpaid
thereon to the date that payment is made available to the holders of Series C Preferred. If,
upon such liquidation, dissolution or winding-up of the
Corporation, the assets of the Corporation available for distribution to the holders of its
stock shall be insufficient to permit the distribution in full of the amounts receivable as
aforesaid by the holders of Series C Preferred, then all such assets of the Corporation
shall be distributed ratably among the holders of Series C Preferred in proportion to the
amounts which each would have been entitled to receive if such assets were sufficient to
permit distribution in full as aforesaid. Neither the consolidation nor merger of the
Corporation nor the sale, lease or transfer by the Corporation of all or any part of its
assets shall be deemed to be a liquidation, dissolution or winding-up of the Corporation for
the purposes of this Section 4.
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5.
    
    Voting Rights. (a) Except as otherwise required by law or provided herein, a holder
of Series C Preferred shall be entitled (i) for each share of Class C Preferred held, to the
number of votes per share equal to the number of whole shares of Common Stock into which each
share of Series C Preferred is convertible as of the record date for the determination of
stockholders entitled to vote, (ii) to vote on or consent to all matters upon which the
holders of Common Stock are entitled to vote or consent, and (iii) to notice of any
stockholders meeting in accordance with the By-laws of the Corporation. Fractional votes shall
not be permitted and any fractional voting rights resulting from the above formula (after
aggregating all shares of Series C Preferred held by each holder) shall be rounded to the
nearest whole number (with one-half being rounded upward). Except as otherwise provided in the
Certificate of Incorporation or as expressly required by law, the holders of Series C
Preferred and the holders of Common Stock shall vote together as a single class on all matters
presented to stockholders and not as separate classes.
  6.
    
    Redemption of the Series C Preferred. (a) Subject to the provisions of Section 6(b)
hereof, the Corporation, at its option, may (except as otherwise provided in Section 7 hereof)
redeem, at any time after January 1, 2005, the whole or, from time to time thereafter, any
part of the Series C Preferred at the redemption price of $1000.00 per share, plus an amount
in cash equal to all dividends accrued but unpaid thereon to the date of redemption.
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7.
    
    Conversion.
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8.
    
    General. (a) If any other class or series of preferred or special stock or series
of Preferred Stock, whether ranking prior to or on a parity with or junior to Series C
Preferred as to dividends, shall be created, either by or pursuant to authority granted in the
Certificate of Incorporation (as the same may hereafter be amended), nothing in this
Certificate of Designations shall prevent the holders of any such other class or series of
preferred or special stock or series of Preferred Stock from being given any powers,
preferences and relative, participating, optional and other special rights authorized by law
and the Certificate of Incorporation (as the same may hereafter be amended); provided,
however, that Series C Preferred shall have priority and preference in liquidation over any
other classes or series of preferred or special stock or series of Preferred Stock, whether
existing currently or created hereafter, and shall have priority and preference over the
Common Stock and any other classes or series of preferred or special stock or series of
Preferred Stock created hereafter, but shall be pari passu with the Series A Convertible
Redeemable Preferred Stock, with respect to the right to receive dividends.
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INTERNET COMMERCE CORPORATIONBy:
    /s/ Geoffrey S. CarrollDr. Geoffrey S. CarrollPresident and Chief Executive Officer ATTEST:By:
    /s/ Walter M. PszturWalter M. Psztur  -11-