EXHIBIT 10.1


AGREEMENT AND
GENERAL RELEASE


THIS AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered
into by Arthur R. Medici (EMPLOYEE) and Internet Commerce Corporation (“ICC”). 
The parties agree to the following:


WHEREAS, EMPLOYEE has been notified that effective March 1, 2007,
(Status Change Date), his services as COO of ICC are no longer required and his
active employment as COO with ICC will cease; and


WHEREAS, EMPLOYEE and ICC desire to enter into a full and final
settlement of all issues and matters between them, occurring on or before the
date of EMPLOYEE’s status change, including, but not limited to, any issues and
matters that might arise out of EMPLOYEE’s status change with ICC or his
employment with ICC;


NOW THEREFORE, in consideration of the undertakings set forth herein,
and for other good and valuable consideration, which each party hereby
acknowledges, it is agreed as follows:


1.                                       Payments and Benefits.  ICC will
provide the payments and benefits described below in consideration and in
exchange for the EMPLOYEE’s promises, agreements, and obligations set out
below, so long as EMPLOYEE submits this Agreement, properly executed, to Glen
E. Shipley, Esq., Chief Financial Officer, Internet Commerce Corporation, 6025
The Corners Parkway, Suite 100, Norcross, GA 30092, on or before March 22, 2007, does not revoke it during the seven days
after execution (as described in paragraph 18 below), and adheres to the
promises and agreements set out in the balance of this Agreement.


(A)                              Payments.  ICC will pay EMPLOYEE for six
months following the “Effective Date” of this Agreement, defined in paragraph
14 below.  The rate of pay during that
six months will be EMPLOYEE’s current annual base salary.  Payments will be made as regular payroll
payments to EMPLOYEE, less legally required federal, state, and local tax
withholdings and deduction for health insurance coverage as were authorized for
deduction from EMPLOYEE’s pay upon the Status Change Date. ICC will also
reimburse all outstanding EMPLOYEE expenses under ICC’s expense policies
incurred prior to March 1, 2007 and thereafter, if any, when approved by Thomas
J. Stallings, Chief Executive Officer.


(B)                                Benefits.  ICC states that all benefits
will continue for the six month period described in subsection 1.(A) above,
subject to any notice and continuation requirements established by applicable
law.


(C)                                Status.  EMPLOYEE will perform no work
or services after his Status Change Date other than as expressly agreed to by Thomas
J. Stallings, Chief Executive Officer, and Arthur R. Medici and evidenced by confirming email notes during
the six month period described in subsection 1.(A) above, after which period no
further assignments will be



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given or accepted and all employee/employer
relationships between the parties will cease. 
EMPLOYEE shall submit the attached resignation, executed by him.


(D)                               Valuable Consideration.  EMPLOYEE
acknowledges and agrees that the payment and other benefits referenced in
paragraphs 1(A-C) of this Agreement are valuable consideration to which
EMPLOYEE would not otherwise be entitled upon his employment status change.


2.                                       Release of Claims.  In
exchange for the receipt of the payment and benefits set out in paragraph 1
above, EMPLOYEE hereby releases and forever discharges ICC, its affiliate
companies, its subsidiary companies, and their directors, officers,
shareholders, employees, agents, attorneys, successors and assigns (the “RELEASEES”),
from any and all matters, claims, demands, damages, causes of action, debts,
liabilities, controversies, judgments and suits of every kind and nature
whatsoever, foreseen or unforeseen, known or unknown, which have arisen or
could arise between EMPLOYEE and the RELEASEES from matters, actions or
inactions which occurred on or before the Effective Date of this Agreement.


3.                                       Covenant Not to Sue.  In
exchange for the receipt of the payment and benefits set out in paragraph 1
above, EMPLOYEE agrees:


(A)                              That he will not sue ICC in any court or judicial
forum (nor will he encourage or sanction any person, group of persons, or
organizations to take such action on his behalf) against the RELEASEES, or
anyone acting on their behalf, arising out of any actions or non-actions on the
part of the RELEASEES which occurred on or before the Effective Date of this
Agreement.


(B)                                That his release of claims, complaints, and
actions includes, but is not limited to: 
(i) any claim for breach of an actual or implied contract of
employment (including the letter agreement dated March 30, 2004) between
EMPLOYEE and any of the RELEASEES (including any claim of fraudulent
misrepresentation or negligent misrepresentation in the making of any actual or
implied contract of employment or promissory estoppel), (ii) any claim of
unjust, wrongful, discriminatory, retaliatory, or tortious discharge or other
adverse employment action (including any claim of whistleblowing),
(iii) any claim of slander, libel, or other similar action for defamation,
(iv) any claim of intentional tort (including assault, battery, and intentional
infliction of emotional distress), (v) any claim of negligence (including
negligent infliction of emotional distress, negligent hiring, or negligent
retention), (vi) any claim of a violation of a statute or ordinance,
including, but not limited to, the Civil Rights Act of 1866, 42 U.S.C.
§ 1981, the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended by the Civil Rights Act of 1991, the Age
Discrimination in Employment Act, 29 U.S.C. § 621 et seq.
(including, but not limited to, the Older Worker Benefit Protection Act), the
Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.,
Executive Order 11246, the Occupational Safety and Health Act, 29 U.S.C. § 651 et. seq., the National Labor Relations Act, 29 U.S.C. § 151 et. seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., the Americans with Disabilities Act, 42 U.S.C. §
12101 et seq., the Worker Adjustment and
Retraining Notification



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Act, 29 U.S.C. § 2101 et seq., the Georgia Workers’ Compensation
Act, or any other relevant federal, state, or local statutes or ordinances
governing or concerning employment.


(C)                                That in the event he files any claim with any
administrative agency, or any other person or entity brings such a charge,
claim, complaint, or action on his behalf, he hereby waives and forfeits any
right to recovery under said claim. This paragraph includes an acknowledgement
that EMPLOYEE waives any right to participate in any settlement,
verdict, or judgment in any class action or agency action against the RELEASEES
arising from conduct occurring on or before the Effective Date, and that he
waives any right to accept anything of value or any injunctive relief
associated with any such future pending or threatened class action or agency
action against the RELEASEES.


4.                                       No knowledge of injury.  EMPLOYEE
represents and warrants that he has no present knowledge of any injury, illness
or disease to him that is or might be compensable as a workers’ compensation
claim or similar claim for workplace injuries, illnesses or diseases.


5.                                       Release of Benefit Claims.  EMPLOYEE
further releases and waives any claims against the RELEASEES for pay, vacation
pay, insurance, welfare benefits, or any other benefits of employment with ICC
arising from events occurring prior to the Effective Date of the Agreement
other than claims to benefits acknowledged in paragraph 1(B) above.  This release does not apply to any benefits
to which he may be entitled under any stock option plan or program of ICC, all
such benefits being subject to and governed by the express terms and conditions
of the applicable plan documents, or to any claims for vested employee
benefits.


6.                                       Confidentiality.  EMPLOYEE and ICC agree not to
publicize this Agreement directly or indirectly, either in specific or as to
general content, to the public generally, to any employee of any of the
RELEASEES, or to any other person or entity, except as might be lawfully
necessary to give testimony by a court of competent jurisdiction or participate
in an EEOC or other governmental administrative proceeding, and except as may
be reasonably necessary for EMPLOYEE or ICC to enforce the terms of this
Agreement in the event of any breach, or as otherwise required by law.  Any such publication shall be considered a
material breach of the Agreement and shall subject him to liability for
damages.  EMPLOYEE’s agreement to keep
confidential the terms of this Agreement extends to all persons other than his
immediate family, his attorneys, and his accountants who have a legitimate need
to know the terms in order to render professional advice or services to
EMPLOYEE, provided, however, that those persons are shown this confidentiality
provision and agree to abide by it as any breach by such person shall be
considered to be a breach by EMPLOYEE. 
If EMPLOYEE or ICC violates this provision in any manner both, as agreed
upon damages, they will pay the amount EMPLOYEE has received or does receive
from ICC pursuant to paragraph 1 of this Agreement.  EMPLOYEE and ICC acknowledge and agree that
this amount of damages is a fair estimate of the damages that the parties
presently anticipate either would suffer in the event of a breach of this
provision and is not intended to be a penalty. 
EMPLOYEE and ICC further understand and agree that this provision
survives any revocation of this Agreement by the EMPLOYEE.



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7.                                       Nondisparagement.  The
parties to this Agreement agree that they will not in any way disparage each
other, including current or former officers, directors, and employees, nor will
they make or solicit any comments, statements, or the like to the media or to
others that may be considered to be derogatory or detrimental to the good name
or business reputation of the other.


8.                                       No Admission of Wrongdoing.  The
parties to this Agreement agree that nothing in this Agreement is an admission
by any party of any wrongdoing and should not be construed as such by any
person.


9.                                       Voluntary Agreement.  EMPLOYEE
further acknowledges that he understands this Agreement, the claims he is
releasing, the promises and agreements he is making, and the effect of his
signing this Agreement.  EMPLOYEE further
represents, declares, and agrees that he voluntarily accepts the payment
described above in paragraph 1 for the purpose of making a full and final
compromise, adjustment, and settlement of all claims or potential claims
against the RELEASEES from any action or inaction taking place on or before the
Effective Date of this Agreement.


10.                                 Choice of Law.  This Release shall be
construed and governed by the laws of the State of Georgia.


11.                                 Modification.  The parties hereto agree that this Agreement
may not be modified, altered, or changed except by a written agreement signed
by the parties hereto.


12.                                 Entire
Agreement. The parties acknowledge that this constitutes the entire
agreement between them superseding all prior written and oral agreements
regarding EMPLOYEE’s status change, and that there are no other understandings
or agreements, written or oral, among them on the subject of EMPLOYEE’s status
change.  This agreement does not,
however, affect the ongoing validity of the (noncompete agreement),
executed by EMPLOYEE on August 18, 2005 or his rights and obligations under any
stock option plan applicable to him.


13.                                 Severability.  If any provision of this Agreement is held to
be invalid, the remaining provisions shall remain in full force and effect.


14.                                 Effective
Date.  This Agreement shall become
effective and binding on the eighth day following EMPLOYEE’s execution of this
Agreement provided no revocation has been made during that period.


15.                                 No
Reliance.  The parties have not
relied on any representations, promises, or agreements of any kind made to them
in connection with this Agreement, except for those set forth in this
Agreement.


16.                                 Time
for Consideration and Execution.  By executing this Agreement, EMPLOYEE
acknowledges that he has been and is hereby advised by a representative of ICC
that he is entitled to at least twenty-one (21) days within which to consider
this Agreement before signing the same, and that he, in fact, has been and is
hereby offered at least twenty-one (21) days



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within which to consider this Agreement before
signing the Agreement.  Any changes made
to this Agreement, whether material or immaterial, will not restart the running
of the 21 day period.


17.                                 Time for Revocation.  By
executing this Agreement, EMPLOYEE acknowledges that he has been and is hereby
advised by a representative of ICC that this Agreement shall not become
effective until the eighth (8th)
calendar day after the date of EMPLOYEE’s execution of this Agreement.  During the seven (7) day period following
EMPLOYEE’s execution of this Agreement, EMPLOYEE may freely revoke his
execution of this Agreement by providing written notification of such
revocation to Glen E. Shipley, Esq., Chief Financial Officer, Internet
Commerce Corporation, 6025 The Corners Parkway, Suite 100, Norcross, GA 30092 via certified mail AND fax (678/291-9610).  Upon
expiration of the seven (7) day period, EMPLOYEE acknowledges that this
Agreement becomes final and binding.  If
EMPLOYEE revokes this Agreement within the seven (7) day period following his
execution of this Agreement, it shall not be effective or enforceable, and
EMPLOYEE will not receive the payment and/or benefits described in this
Agreement.  If EMPLOYEE signs and does
not revoke this Agreement, he understands that any claim he may have against
ICC for violation of the Age Discrimination in Employment Act or otherwise, is
lost forever.


18.                                 Consultation With an Attorney.  By
executing this Agreement, EMPLOYEE acknowledges that, at the time he was
presented with this Agreement for his consideration, he was and is hereby
advised by a representative from ICC, in writing, to consult with an attorney
about this Agreement, its meaning and effect, before executing this Agreement.


IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement and General Release.


	
  

  	
  Arthur R. Medici

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  March 1, 2007

  	
   

  	
  /s/ Arthur R. Medici

  	
   

  
	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERNET COMMERCE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  March 1, 2007

  	
   

  	
  By:

  	
  /s/ Thomas J. Stallings

  	
   

  
	
  Date

  	
   

  	
  Thomas J. Stallings, CEO

  	
   

  
						



 



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