EXHIBIT
10.1


STOCK PURCHASE AGREEMENT


                       This
Stock Purchase Agreement (this “Agreement”) is made as of the 25th day
of March, 2004, by and among New Century Equity Holdings Corp., a Delaware
corporation (“NCEH”), and each of Mellon Ventures, L.P., a Delaware
limited partnership (“Mellon”), Lazard Technology Partners II LP, a
Delaware limited partnership (“LTP”), Conning Capital Partners VI, L.P.,
a Delaware limited partnership (“Conning”), and Princeton eCom
Corporation (the “Corporation”). 
Mellon, LTP and Conning are individually referred to herein as a “Purchaser”
and are collectively referred to herein as the “Purchasers”.


                       WHEREAS,
NCEH desires to sell, and the Purchasers, severally and not jointly, desire to
purchase (the “Transaction”), all of the issued and outstanding shares
of capital stock and warrants to purchase shares of capital stock of the
Corporation legally or beneficially owned by NCEH, all of which are set forth
on Schedule A hereto (the “Securities”);

                       WHEREAS,
the Transaction is being made in connection with the purchase by the Purchasers
of the Corporation’s Series D-1 Convertible Preferred Stock (the
“Preferred Stock”) and warrants to purchase Preferred Stock (collectively, the
“Preferred Stock Financing”), and this Agreement is being entered into
simultaneously with the closing of the Preferred Stock Financing;

                       WHEREAS,
NCEH has consented in all respects to the Preferred Stock Financing, waived its
rights to participate in the Preferred Stock Financing and has executed all
agreements, waivers, consents and other documents necessary to consummate the
Preferred Stock Financing on terms and conditions satisfactory to the
Purchasers and the Corporation;

                       WHEREAS,
as a condition to agreeing to execute this Agreement and the transaction
documents evidencing the Preferred Stock Financing, NCEH required that its
guarantee (the “Guarantee”) of the Agreement of Lease, dated July 27, 1999 (the
“New Jersey Lease”), between 650 College Road Associates, L.P., a New Jersey
limited partnership (“Landlord”), and the Corporation, be released by Landlord;

                       WHEREAS,
the Guarantee has been released on terms satisfactory to NCEH, each of the
Purchasers and the Corporation; and

                       WHEREAS,
pursuant to the Delaware General Corporation Law (the “DGCL”), NCEH is
required to seek and obtain stockholder approval of the transactions
contemplated hereby which will require the solicitation of proxies by NCEH.

                       NOW,
THEREFORE, the parties hereby agree as follows:

          1.          Purchase
of Stock.

                       1.1     Purchase.  Subject to the terms and conditions
contained herein, at the Closing, NCEH shall sell, transfer, deliver, convey
and assign to the Purchasers, and each Purchaser shall purchase from NCEH their
respective amount of Securities as set forth on Schedule B hereto (the “Purchase”).  The aggregate purchase price for the
Securities being 

7








acquired
from NCEH shall be $10,000,000 which shall be payable in cash by wire transfer
of immediately available funds at the Closing (the “Purchase Price”).

                       1.2     Escrow
Upon Signing.  Upon execution of
this Agreement:

                                 (a)     NCEH
and the Purchasers shall have entered into an Escrow Agreement of even date
herewith (the “Escrow Agreement”) with JPMorgan Chase Bank, a New York state
bank (the “Escrow Agent”), which shall provide that the stock certificates and
warrants evidencing the Securities and the Purchase Price shall be held by the
Escrow Agent as set forth therein;

                                 (b)     NCEH
shall deliver to the Escrow Agent the stock certificates and warrants
evidencing the Securities, together with stock powers or assignments endorsed
in blank; and

                                 (c)     Each
Purchaser shall deliver its respective portion of the Purchase Price to the
Escrow Agent.

                       1.3     Deliveries
Upon Signing.  Upon execution of
this Agreement:

                                 (a)     NCEH
shall deliver to the Purchasers a certificate, as of the most recent
practicable date, as to the corporate good standing of NCEH issued by the
Secretary of State of the State of Delaware; and

                                 (b)     NCEH
shall deliver to the Purchasers a Certificate of the Secretary of NCEH
attesting as to (i) the Certificate of Incorporation and By-laws of NCEH; (ii)
the signatures and titles of the officers of NCEH executing this Agreement or
any of the other agreements to be executed and delivered by NCEH at the
Closing, and (iii) resolutions of the Board of Directors of NCEH,
authorizing and approving all matters in connection with this Agreement and the
transactions contemplated hereby.

                      1.4     Closing.  The closing of the Purchase (the “Closing”)
shall take place on the business day following the receipt by the Escrow Agent
of the requisite notices from each of NCEH and the Purchasers as set forth in
the Escrow Agreement.  On or prior to
the date such notices are delivered to the Escrow Agent:

                                 (a)     NCEH
shall deliver to the Purchasers a certificate, as of the most recent
practicable date, as to the corporate good standing of NCEH issued by the
Secretary of State of the State of Delaware;

                                 (b)     NCEH
shall deliver to the Purchasers a Certificate of the Secretary of NCEH
attesting as to (i) the Certificate of Incorporation and By-laws of NCEH; (ii)
the signatures and titles of the officers of NCEH executing this Agreement or
any of the other agreements to be executed and delivered by NCEH at the
Closing; (iii) resolutions of the Board of Directors of NCEH, authorizing and
approving all matters in connection with this Agreement and the transactions
contemplated hereby; and (iv) the vote of the stockholders of NCEH with respect
to the approval of the transactions contemplated hereby; and

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                                 (c)     NCEH
and each of the Purchasers shall deliver a certificate from a duly authorized
officer certifying that the representations and warranties of their respective
entities made of as of the date hereof remain true and complete as of the
Closing.

          2.          Representations
and Warranties of the Parties.  

                       2.1     Representations
and Warranties of Each Party.  Each
party severally and not jointly hereby represents and warrants as of the
Closing as to itself, except as otherwise set forth herein as follows:

                                 (a)     Authority.  Such party has all requisite power and
authority to enter into this Agreement, and to consummate the transactions
contemplated hereby and thereby.  The
execution and delivery of this Agreement, and the consummation by such party of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary action on the part of such party, except that as of the signing
of this Agreement, NCEH will not have received the approval of its stockholders
of the Transaction.  This Agreement, has
been duly and validly executed and delivered by such party and, assuming the
due authorization, execution and delivery hereof and thereof by the other
parties, constitutes the valid and binding obligation of such party,
enforceable against such party in accordance with their respective terms.

                                 
(b)     Non-Contravention; Statutory Approvals.  The execution and delivery of this
Agreement, and the consummation by such party of the transactions contemplated
hereby and thereby does not and will not (a) require the consent, license,
permit, waiver, approval, authorization or other action of, by or with respect
to, or registration, declaration or filing with, any court, federal state,
local or foreign governmental or regulatory body (a “Governmental Authority”),
other than the requirements of the federal securities laws with respect to the
Proxy Statement (as hereinafter defined), or (b) constitute a default (with or
without notice or lapse of time, or both) under, violate or conflict with any
contract, agreement or order to which such party is party or by which such
party or any of such party’s properties or assets is subject or bound.

                                 (c)     Broker’s Fees.  Neither NCEH nor any of the Purchasers has any liability or
obligation to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated hereby or based in any way upon
agreements, arrangements or understandings made by or on behalf of any such
parties hereunder.  The Purchasers
acknowledge that a special committee of the NCEH Board of Directors has
engaged, and NCEH is paying Houlihan Lokey Howard and Zukin Financial Advisors,
Inc. in connection with preparation and delivery of a fairness opinion relating
to the Transaction.

                                 (d)     No Litigation.  As of the Closing, the
Transaction contemplated hereby and the related Preferred Stock Financing are
not subject to any pending or threatened litigation or action by any
Governmental Authority or any other person that would seek to enjoin the
Transaction or the Preferred Stock Financing, and there is no reasonable basis
for any such litigation or action.

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                       2.2     Additional
Representations and Covenants of NCEH. 
In addition to the representations and warranties made in Section 2.1
hereof, NCEH hereby represents, warrants and covenants to each Purchaser that:

                                 (a)     Title;
Absence of Liens.  As of the
Closing, Schedule A sets forth an accurate and complete listing of all
legal and beneficial ownership interests of NCEH in the Corporation (or any
subsidiary or affiliate), including all capital stock, rights, warrants,
options or other rights to acquire any security thereof.  The Securities will be transferred to the
Purchaser free and clear of any mortgages, pledges, charges, liens, security
interests, rights of first refusal, options, restrictions, commitments, rights
of other parties, assessments, conditions or other encumbrances of any kind
(collectively, “Liens”) , other than as set forth in the Corporation’s
Certificate of Incorporation and the documents entered into in connection with
the Preferred Stock Financing.  Upon
delivery of the respective Purchase Price by the Purchasers
to NCEH, the Purchasers will become the true and lawful owners of and will
receive good title to the Securities.

                                 (b)     Proxy Statement; Stockholder Solicitation; and
NCEH Stockholder Approval.  None of the information contained in
the Proxy Statement (as defined below) will, at the respective times the Proxy
Statement or any amendments or supplements thereto are filed with the
Securities and Exchange Commission (the “SEC”), are first published,
sent or given to stockholders or at the time of the Company Special Meeting,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall
not apply to (i) the audited financial statements of the Corporation, including
the notes thereto, and (ii) any information provided in writing by any of the
Purchasers or the Corporation for inclusion in the Proxy Statement pursuant to
Section 2.5 herein.  The Proxy
Statement will comply as to form in all material respects with the requirements
of all applicable laws, including the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules and regulations thereunder.  The solicitation of stockholders and the
consummation of the Transaction by NCEH shall comply in all respects to the
DGCL.  As of the Closing, the
Transaction shall have been duly approved by NCEH’s stockholders.

                                 (c)     Voting
and Consents.  NCEH  hereby consents in all respects to, and
shall vote all of its outstanding shares of capital stock of the Corporation in
favor of, the transactions and agreements evidencing the Preferred Stock
Financing.

                       2.3     Additional
Representations of the Purchasers. 
In addition to the representations and warranties made in Section 2.1
hereof, each of the Purchasers, severally and not jointly, hereby represents,
warrants and covenants to NCEH that:

                                 (a)     Sufficient
Funds.  Such Purchaser has
sufficient funds to purchase the Securities being purchased by such Purchaser
and no Purchaser has to secure funding in order to consummate the
transactions contemplated hereby.

                                 (b)     Accredited
Investor and Investment Purpose. Such Purchaser is an “accredited investor”
as that term is defined in Rule 501(a) of the Securities Act of 1933, as amended (the “Act”).
The Securities will be acquired for investment for each Purchaser’s own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and such Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the same. Each Purchaser represents to NCEH that it is
aware that the

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Securities
it is purchasing are not registered under the Act and that it may not resell
such shares without either registration or an effective exemption from
registration under the Act.

                                 (c)     No
Representations as to the Corporation. 
Each of the Purchasers agrees and acknowledges that NCEH has not made,
and is not making, any representations or warranties, whether express or
implied, with respect to the Corporation, its business or prospects.  Each Purchaser has decided to engage in the
Transaction based on its own investment experience and its review of and
determinations with respect to the Corporation or otherwise.

                       2.4     Stockholder
Approval.  In connection with the approval of the Purchase by NCEH’s
stockholders as required by applicable law, NCEH shall, as soon as practicable
following the execution of this Agreement but in no event later than five (5)
business days following the closing of the Financing, prepare and file with the
U.S. Securities and Exchange Commission (the “SEC”) a proxy statement
soliciting approval by NCEH’s stockholders of the Purchase and the transactions
contemplated hereby (the “Proxy Statement”). NCEH will cause the Proxy
Statement to be mailed to NCEH’s stockholders as promptly as practicable
(i) after receiving SEC approval, or upon receiving confirmation from the
SEC that it is not going to review such Proxy Statement, and (ii) upon
compliance with Rule 14a-13 of the Exchange Act.  If no response is received within ten days after filing with the
SEC, NCEH will promptly inquire of the SEC whether it is going to review the
Proxy Statement. No filing of, or amendment or supplement to, or correspondence
to the SEC or its staff with respect to the Proxy Statement will be made by
NCEH, without providing the Purchasers and the Corporation a reasonable
opportunity to review and comment thereon. NCEH will advise the Purchasers and
the Corporation promptly after it receives notice thereof, of any request by
the SEC for the amendment of the Proxy Statement or comments thereon and
responses thereto or requests by the SEC for additional information.  If at any time prior to the Closing, any
information relating to the Purchasers, or any of their respective affiliates,
officers or directors, should be discovered by the NCEH or the Purchasers which
should be set forth in an amendment or supplement to the Proxy Statement, so
that any of such documents would not include any misstatement of a material
fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, the party which discovers such information shall promptly notify
the other parties hereto and an appropriate amendment or supplement describing
such information shall be promptly filed with the SEC and, to the extent
required by law, disseminated to the stockholders of NCEH.

                       2.5     Providing
Information for Proxy Statement. 
Each of the Purchasers and the Corporation shall provide NCEH with, in
compliance with Item 14(b)(2) and 14(b)(3) of Schedule 14A as promulgated under
the Exchange Act (i) a brief description of the general nature of the business
conducted by each of the respective Purchasers and the Corporation, and (ii)
the name, complete mailing address and telephone number of each of their
principal executive offices.

                       2.6     No
Challenge of Liquidation.  Each of
the Purchasers and the Corporation acknowledges that NCEH is contemplating
adopting a Plan of Liquidation in order to liquidate and dissolve under the
DGCL.  In the event NCEH adopts such a
Plan of Liquidation and proposes to liquidate and dissolve, and notwithstanding
any other provision of this Agreement, provided that NCEH adequately
provides, in the reasonable judgment of NCEH and the Purchasers or the
Corporation, as the case may be, for any outstanding and unresolved claims made
by any of the Purchasers or the Corporation for indemnity by NCEH with respect
to a 

11








Third-Party Claim (as
hereinafter defined), (i) none of the Purchasers or the Corporation shall
challenge any such liquidation or dissolution, including without limitation on
the grounds that adequate provision was not made for NCEH’s obligations under
this Agreement, and (ii) none of the Purchasers or the Corporation shall seek
indemnification under this Agreement from any director, officer, employee or
stockholder of NCEH, except in the case of fraud or intentional wrongdoing by
such director, officer, employee or stockholder in connection with the
transactions contemplated hereby.  For
avoidance of doubt, if NCEH has made a distribution to its stockholders
pursuant to such Plan of Liquidation or otherwise prior to receiving notice
from a Purchaser or the Corporation of a Third-Party Claim, none of the
Purchasers or the Corporation shall challenge such distribution or make any
claims against any director, officer, employee or stockholder of NCEH in
respect of such distribution for any reason in connection with such Third-Party
Claim, including that fact that making such distribution resulted in
insufficient funds being left in NCEH to make what the Purchasers or the
Corporation would reasonably consider to be adequate provision for such
Third-Party Claim.

                       2.7     Covenants
of the Corporation.  The Corporation
agrees to provide NCEH with the monthly financial and operational information
consistent with that previously provided. 
The Corporation also agrees to provide all financial information
regarding the Corporation to NCEH in order to facilitate its filings with the
SEC, including with respect to the Proxy Statement and NCEH’s Annual Report on
Form 10-K for the year ended December 31, 2003.  The Corporation will complete and provide the audited financial
statements for the three years ended December 31, 2003 to NCEH as soon as
possible, but no later than March 26, 2004. 
The Corporation also covenants to instruct its independent accountants
to cooperate with NCEH’s independent accountants and to provide access to such
information as reasonably requested in the preparation of NCEH’s financial
statements and its filings with the SEC.

                       2.8     Survival
of Representations and Warranties. 
Each representation, warranty, covenant and agreement of the parties
hereto herein contained shall survive the date hereof, notwithstanding any
investigation at any time made by or on behalf of any party hereto.

                       2.9     No
Other Representations or Warranties. Expressly as set forth in this
Agreement, no party is making, or is relying on, any express or implied
representations or warranties relating to any party or to the consummation of
the transactions contemplated hereby. 

          3.          Indemnification.

                       3.1     By
NCEH.  NCEH agrees to indemnify,
defend and hold harmless each Purchaser and the Corporation from and against
any Losses incurred, suffered or threatened relating to, arising out of or
otherwise in connection with (a) any misrepresentation or breach of warranty by
NCEH in this Agreement and (b) any breach by NCEH of any covenant in this
Agreement.  In addition to the
indemnification obligations provided above, in the event that a NCEH
stockholder or other third party brings an action or asserts a claim against
the Corporation or the Purchasers challenging the Transaction in any manner
(including the fairness thereof) or the NCEH plan of liquidation or
dissolution, NCEH shall indemnify, defend and hold harmless each of the
Purchasers and the Corporation for any Losses associated with such action or
claim.  “Losses” means any loss,
liability, proceeding, claim, damage, demand, judgment, penalty, cost
(including costs of investigation), expense (including reasonable legal fees
and expenses, including legal fees and expenses incurred in the enforcement of
another party’s obligations under this Section 3).

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                       3.2     By
Purchasers.  Each Purchaser agrees,
severally and not jointly, to indemnify, defend and hold harmless NCEH from and
against any Losses incurred, suffered or threatened relating to, arising out of
or otherwise in connection with (a) any misrepresentation or breach of warranty
by such Purchaser in this Agreement and (b) any breach by such Purchaser of any
covenant in this Agreement.


                       3.3     Third
Party Claims.  

                                 (a)     If
a claim or demand is made against any indemnitee hereunder (an “Indemnitee”),
or any Indemnitee otherwise learns of an assertion against such Indemnitee, by
any person or entity who is not a party to this Agreement (a “Third-Party
Claim”) as to which such Indemnitee intends to seek indemnification
pursuant to this Agreement, such Indemnitee shall notify the party from whom it
is seeking indemnification (the “Indemnitor”) in writing of the Third-Party
Claim (and specifying in reasonable detail the factual basis for the
Third-Party Claim and to the extent known, the amount of the Third-Party Claim)
promptly after becoming aware of such Third-Party Claim; provided, however,
that failure to give such notification will not affect the indemnification
provided hereunder except to the extent Indemnitor is actually prejudiced as a
result of such failure.

                                 (b)     If
a Third-Party Claim is made against an Indemnitee, Indemnitor will be entitled,
within 30 days after receipt of written notice from the Indemnitee of the
commencement or assertion of any such Third-Party Claim, to assume the defense
thereof with counsel selected by Indemnitor and reasonably satisfactory to the
Indemnitee.  Should Indemnitor so elect
to assume the defense of a Third-Party Claim, Indemnitor will not be liable to
the Indemnitee for any legal or other expenses subsequently incurred by the
Indemnitee in connection with the defense thereof.  If Indemnitor assumes the defense of any Third-Party Claim, the
Indemnitee shall have the right to participate in the defense thereof and to
employ counsel, at its own expense, separate from the counsel employed by
Indemnitor.  Notwithstanding the
foregoing, in any proceeding in which both Indemnitor, on the one hand, and an
Indemnitee on the other hand, are, or are reasonably likely to become, a party,
such Indemnitee shall have the right to employ separate counsel and to control
its own defense of such proceeding if, in the reasonable opinion of counsel to
such Indemnitee, either (i) one or more defenses are available to the
Indemnitee that are not available to Indemnitor or (ii) a conflict or potential
conflict exists between Indemnitor, on the one hand, and such Indemnitee, on
the other hand, that would make such separate representation advisable;
provided, however, that Indemnitor (A) shall not be liable for the fees and
expenses of more than one counsel to an Indemnitee and (B) shall reimburse such
Indemnitee for such reasonable fees and expenses of such counsel incurred in
any such action as such expenses are incurred.

                                 (c)     If
Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee
for a Third-Party Claim, the Indemnitee will agree to any settlement,
compromise or discharge of such Third-Party Claim which Indemnitor may
recommend and which by its terms obligates Indemnitor to pay the full amount of
adverse consequences (whether through settlement or otherwise) in connection
with such Third-Party Claim and unconditionally and irrevocably releases the
Indemnitee completely from all liability in connection with such Third-Party
Claim.  Any other settlements must be consented to by the
effected Indemnitee, which consent shall not be unreasonably withheld or
delayed.  The Indemnitee shall
not (unless required by law) admit any liability with respect to, or settle,
compromise or discharge such 

13








Third-Party Claim without
Indemnitor’s prior written consent, which consent shall not be unreasonably be
withheld or delayed.

                       3.4     Other
Claims.  Any claim which does not
involve a Third-Party Claim, shall be asserted by reasonably prompt written
notice given by the party seeking indemnification to the party from whom such
indemnification is sought under this Agreement.  The failure by the party seeking indemnification so to notify the
indemnifying party shall not relieve the indemnifying party from any liability
which it may have to such indemnitee under this Agreement, except to the extent
that the indemnifying party is actually prejudiced by such failure.  If the indemnifying party disputes its
liability with respect to such claim, the indemnifying party and the indemnitee
shall proceed in good faith to negotiate a resolution of such dispute and, if
not resolved through negotiations by the 30th day after notice of such claim
was given to the indemnifying party, unless such period is extended by the
parties, the indemnifying party and the indemnitee will be free to pursue such
remedies as may be available to such parties under this Agreement or under
applicable Law.  

          4.          Miscellaneous.

                       4.1     Further
Assurances. At any time or from time to time after the Closing, each of
NCEH and the Purchasers shall, at the reasonable request and expense of the
other party or its counsel (unless such request is occasioned by the breach of
a representation, warranty or covenant of the other party, in which case it
shall be at the expense of such breaching party), execute and deliver any
further instruments or documents and take all such further action in order to
evidence or otherwise facilitate the consummation of the transactions
contemplated hereby.

                       4.2     Future
Prospects of the Corporation.  NCEH
acknowledges and agrees that the Corporation may experience significant future
growth as a result of, among other things, an initial public offering of its
capital stock, a merger, consolidation or acquisition of the Corporation into,
with or by another entity, a sale of the Corporation’s assets or a strategic
alliance or other business arrangement. 
NCEH further acknowledges that, as a result of such transactions or
otherwise, there may be an increase in the value of the Corporation’s capital
stock after the date of this Agreement for which NCEH agrees that, in the event
this Transaction is consummated as provided herein, it shall not be entitled to
any benefit.  

                       4.3     Termination;
Deal Fee.  In the event the
Transaction has not been consummated by the earlier of (i) the date
seventy (70) days following the date the SEC either approves the Proxy
Statement or confirms it is not going to review the Proxy Statement, and
(ii) October 31, 2004 (such earlier date is defined herein as the
“Termination Date”), this Agreement shall terminate, except with respect to the
indemnification provisions hereof and NCEH shall instruct the Escrow Agent to
return to each Purchaser their respective portion of the Purchase Price plus
accrued interest thereon.  In addition,
NCEH shall pay to each Purchaser an amount equal to six percent (6%) of their
respective portion of the Purchase Price multiplied by a fraction, the
numerator of which shall be the number of days elapsed from the date hereof
until the Termination Date and the denominator of which shall be 365.

                       4.4     Expenses.  NCEH, on the one hand, and the Purchasers,
on the other hand, shall pay their own fees and expenses arising in connection
with the negotiation and execution of this Agreement and the consummation of
the transactions contemplated hereby.

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                       4.5     Survival.  All representations, warranties, covenants
and agreements contained in or made pursuant to this Agreement or contained in
any certificate delivered pursuant to this Agreement shall remain operative and
in full force and effect regardless of any investigation made by or on behalf
of any party hereto, and shall survive the Purchase and the consummation of the
transactions contemplated hereby.

                       4.6     Assignment.  This Agreement and all the provisions hereof
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns.  This Agreement may not be assigned without the prior written
consent of the other parties hereto.

                       4.7     Amendment;
Waiver.  This Agreement may be
amended only by a written instrument signed by each party hereto. No provision
of this Agreement may be extended or waived orally, but only by a written
instrument signed by the party against whom enforcement of such extension or
waiver is sought.

                       4.8     Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the internal laws of the State
of New York without regard to conflict of law provisions.  Any disputes with respect to the
interpretation of this Agreement or the rights and obligations of the parties
hereto shall be exclusively brought in any federal court of competent
jurisdiction located the New York City, or any New York State court of
competent jurisdiction in New York City.  
Each of the parties waives any right to object to the jurisdiction or
venue of such courts or to claim that such courts are an inconvenient forum.

                       4.9     Notices.  Unless otherwise specifically provided
herein, all notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered by hand
or mailed, certified or registered mail, return receipt requested, with postage
prepaid at the addresses set forth in Exhibit A hereto, and/or to such
other addresses and/or persons which either party may designate by like notice
to the addresses set forth in Exhibit A hereto.

                       4.10     Integration.  This Agreement, including the schedules and
exhibits hereto, and the documents delivered pursuant hereto contain the entire
understanding of the parties with respect to their subject matter and supersede
all prior agreements and understandings between the parties with respect to the
Purchase.

                       4.11     Severability.  Each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.

                       4.12     Descriptive
Headings; Terminology.  The section
and other headings contained in this Agreement are for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement.

                       4.13     Counterparts.  This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be deemed
to be an original and all of which together shall be deemed to be one and the
same agreement. 

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                       4.14     Joint
Efforts.  The provisions of this
Agreement shall be deemed to be the collective efforts of the parties, and no
provision shall be construed more severely against any one party.  The parties hereby agree to use their
reasonable best efforts to cause the Closing hereunder.

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                       IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.

	
   
  	
  NEW CENTURY
  EQUITY HOLDINGS CORP.
  
	
   
  	
   
  
	
   
  	
  By:     /s/ DAVID P. TUSA 
  
	
   
  	
   
  	
  



  
	
   
  	
  Name: David P. Tusa 
  
	
   
  	
  Title: Executive Vice President & CFO 
  
	
   
  	
   
  
	
   
  	
  MELLON
  VENTURES, L.P.
  
	
   
  	
  By:  MVMA, L.P., its general partner
  
	
   
  	
  By:  MVMA, INC., its general partner
  
	
   
  	
   
  
	
   
  	
  By:     /s/ MARC COLE
  
	
   
  	
   
  	
  



  
	
   
  	
  Name: Marc Cole
  
	
   
  	
  Title: Vice President 
  
	
   
  	
   
  
	
   
  	
  LAZARD
  TECHNOLOGY PARTNERS II LP
  
	
   
  	
  By:  Lazard Technology Management LLC,

  its general partner
	
   
  	
  By:  Lazard Frères & Co. LLC,

  its Managing Member
	
   
  	
   
  
	
   
  	
  By:     /s/ RUSSELL PLANITZER
  
	
   
  	
   
  	
  



  
	
   
  	
  Name:
  Russell Planitzer
  
	
   
  	
  Title:
  Managing Director
  
	
   
  	
   
  
	
   
  	
  CONNING
  CAPITAL PARTNERS VI, L.P.
  
	
   
  	
   
  
	
   
  	
  By:     /s/ STEVEN F. PIAKER 
  
	
   
  	
   
  	
  



  
	
   
  	
  Name: Steven F. Piaker 
  
	
   
  	
  Title: Managing Member 
  
	
   
  	
   
  
	
   
  	
  PRINCETON
  ECOM CORPORATION
  
	
   
  	
   
  
	
   
  	
  By:     /s/ RONALD AVERETT 
  
	
   
  	
   
  	
  



  
	
   
  	
  Name: Ronald Averett 
  
	
   
  	
  Title: President/COO 
  
								




17








SCHEDULE A


Securities
of Princeton eCom Corporation

Held by New Century Equity Holding Corp.


	
   
	
  10,166,667 shares of
  Series A-1 Convertible Preferred Stock

  
	
   
	
   

	
   
	
  2,000,000 shares of Series
  B-1 Convertible Preferred Stock

	
   
	
   

	
   
	
  4,000,000 shares of Series
  D-1 Convertible Preferred Stock

	
   
	
   

	
   
	
  16,911,137 shares of
  Common Stock

	
   
	
   

	
   
	
  Warrant No. SPW-2 dated
  March 29, 2002(1)

	
   
	
   

	
   
	
  Warrant No. SPW-4 dated April 5, 2002(1)

	
   
	
   

	
   
	
  Warrant No. D-1-1 dated August 28, 2003 to purchase
  1,000,000 shares of Series D-1 Convertible Preferred Stock
	
   
	
   

	
  (1)
	
  Warrants No. SPW-2 and
  SPW-4 enable the holder or holders thereof to purchase an aggregate of
  1,793,333 shares of Series C-1 Preferred Stock.
			



18








SCHEDULE B


	
      

    
	Purchaser		Aggregate
      No.

      of Shares 

      and Warrants

      to be 

      Purchased 

      		 Breakdown
      of 

      Securities to be Purchased

       		Purchase
      Price	
	
      

    
	Mellon
      Ventures, L.P.	        	11,957,048	        	5,637,046
      Common Stock	        	$	 3,333,333.99	 
	1114 Avenue
      of the Americas	 	 	 	 	 	 	 	 
	31st Floor	 	 	 	3,388,889
      Series A-1 Convertible	 	 	 	 
	New York,
      NY 10036	 	 	 	Preferred
      Stock	 	 	 	 
	Telecopy:
      (212) 389-2755	 	 	 	 	 	 	 	 
	Attention:
      Marc A. Cole	 	 	 	666,667
      Series B-1 Convertible	 	 	 	 
	 	 	 	 	Preferred
      Stock	 	 	 	 
	  								
	 	 	 	 	1,333,334
      Series D-1 Convertible	 	 	 	 
	 	 	 	 	Preferred
      Stock	 	 	 	 
	  								
	 	 	 	 	Warrant
      to Purchase 597,778 Series	 	 	 	 
	 	 	 	 	C-1 Convertible
      Preferred Stock	 	 	 	 
	  								
	 	 	 	 	Warrant
      to Purchase 333,334 Series	 	 	 	 
	 	 	 	 	D-1 Convertible
      Preferred Stock	 	 	 	 
	
      

    
	Lazard
      Technology Partners II LP	 	11,957,046	 	5,637,046
      Common Stock	 	$	 3,333,333.42	 
	30 Rockefeller
      Plaza	 	 	 	 	 	 	 	 
	New York,
      New York 10020	 	 	 	3,388,889
      Series A-1 Convertible	 	 	 	 
	Telecopy:
      (212) 332-4624	 	 	 	Preferred
      Stock	 	 	 	 
	Attention:
      Manu Rana	 	 	 	 	 	 	 	 
	 	 	 	 	666,667
      Series B-1 Convertible	 	 	 	 
	 	 	 	 	Preferred
      Stock	 	 	 	 
	  								
	 	 	 	 	1,333,333
      Series D-1 Convertible	 	 	 	 
	 	 	 	 	Preferred
      Stock	 	 	 	 
	  								
	 	 	 	 	Warrant
      to Purchase 597,778 Series	 	 	 	 
	 	 	 	 	C-1 Convertible
      Preferred Stock	 	 	 	 
	  								
	 	 	 	 	Warrant
      to Purchase 333,333 Series	 	 	 	 
	 	 	 	 	D-1 Convertible
      Preferred Stock	 	 	 	 
	
      

    
	Conning
      Capital Partners VI, L.P.	 	11,957,043	 	5,637,045
      Common Stock	 	$	 3,333,332.59	 
	City Place	 	 	 	 	 	 	 	 
	185 Asylum
      Street	 	 	 	3,388,889
      Series A-1 Convertible	 	 	 	 
	Hartford,
      CT 06103-4105	 	 	 	Preferred
      Stock	 	 	 	 
	Telecopy:
      (860) 520-1299	 	 	 	 	 	 	 	 
	Attention:
      Steven F. Piaker	 	 	 	666,666
      Series B-1 Convertible	 	 	 	 
	 	 	 	 	Preferred
      Stock	 	 	 	 
	  								
	 	 	 	 	1,333,333
      Series D-1 Convertible	 	 	 	 
	 	 	 	 	Preferred
      Stock	 	 	 	 
	  								
	 	 	 	 	Warrant
      to Purchase 597,777 Series	 	 	 	 
	 	 	 	 	C-1 Convertible
      Preferred Stock	 	 	 	 
	  								
	 	 	 	 	Warrant
      to Purchase 333,333 Series	 	 	 	 
	 	 	 	 	D-1 Convertible
      Preferred Stock	 	 	 	 
	
      

    



19