Exhibit 10.2


STOCK PURCHASE AGREEMENT


This STOCK PURCHASE
AGREEMENT (this “Agreement”) dated and effective as of December 20, 2006, is
entered into by and between INTERNET COMMERCE CORPORATION, a Delaware
corporation (the “Buyer”), and DISTRESSED/HIGH YIELD TRADING OPPORTUNITIES,
LTD., a British Virgin Island limited company (the “Seller”).


WHEREAS, the
Seller owns 5,000 shares of Series C Preferred Stock of Internet Commerce
Corporation (the “Company”) and 190,556 shares of the Class A Common Stock of
the Company; and


WHEREAS, the Buyer
desires to purchase from the Seller 2,500 shares of the Series C Preferred
Stock of the Company and 95,278 shares of the Class A Common Stock of the
Company (together, the “Securities”), and the Seller desires to sell to the Buyer
the Securities, on the terms and conditions herein contained.


NOW, THEREFORE,
for the good and valuable consideration described herein, the parties agree as
follows:


1.             PURCHASE OF SHARES


(a)           On the terms contained in this
Agreement, the Buyer does hereby purchase from the Seller, and the Seller does
hereby sell to the Buyer, the Securities, for an aggregate purchase price of $1,437,500
(the “Purchase Price”).  On the Closing
Date, (i) the Seller shall deliver to the Buyer (or its designee) executed stock
powers or other instruments of transfer with respect to all of the Securities that
are reasonably necessary to transfer ownership of the Securities to the Buyer, and
(ii) the Buyer shall pay the Purchase Price to the Seller by wire transfer of
an amount of immediately available funds equal to the Purchase Price to an account
designated by the Seller.


(b)           Other than the following
representations and warranties, the Buyer is purchasing the securities “as is”:


(i)                                     The
Seller is duly organized, validly existing and in good standing under the laws
of the British Virgin Island;


(ii)                                  The
Seller has made no assignment, transfer, or conveyance to any party of the
Securities, in whole or in part;


(iii)                               The
Seller is the owner of, and authorized and entitled to sell, the Securities
free and clear of any and all liens, claims, security interests or encumbrances
of any kind or nature whatsoever;



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(iv)                              The
Seller has full power and authority to execute and deliver this Agreement and
to perform its obligations hereunder, and this Agreement constitutes a valid,
legal and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms and conditions; and


(v)                                 Neither
the execution, delivery or performance of this Agreement nor consummation of
the transactions contemplated hereby will violate or contravene any law, rule,
regulation, order, agreement or instrument affecting the Seller;


 (c)                                     The Closing Date
shall be the date mutually agreeable to the Seller and the Buyer, but in no
event later than 3 days after the date of execution of this Agreement by all
parties hereto.


2.           MISCELLANEOUS.


(a)           Notice.  Any notice required under this Agreement
shall be in writing addressed to the party at the address of record for such
party provided in this Agreement or in documents provided herewith. All notices
will be deemed to have been given upon personal delivery or upon deposit in the
U.S. Mail, postage prepaid, and properly addressed to the party to be notified.
Either party may change its address for notice by a notice given to the other
party as provided for herein.


(b)           Entire Agreement; No Oral
Modification. This Agreement supersedes all previous agreements between the
parties, contains the whole of the agreement between the parties, and may not
be modified except in writing signed by all parties.


(c)           Governing Law. The substantive
and procedural laws of the State of New York without reference to its
choice-of-law provisions shall control the interpretation and enforcement of
this Agreement, including but not limited to all issues concerning liabilities
and damages.


(d)           Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one agreement. This Agreement may
also be executed by facsimile signature. This Agreement will be binding and
enforceable when executed by all parties.


(e)         Successors and Assignees. This
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto, and their heirs, legal representatives and assignees.


(f)          Authorization. The parties
hereto each represent and warrant that any officers signing this Agreement on
behalf of a party have authority to enter into this Agreement on that party’s
behalf and to bind that party fully to the agreements, terms and conditions
contained herein.



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IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first set forth above.


	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  INTERNET
  COMMERCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glen Shipley

  
	
   

  	
  Name:

  	
  Glen Shipley

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  DISTRESSED/HIGH
  YIELD TRADING OPPORTUNITIES, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. Stagg

  
	
   

  	
  Name:

  	
  Scott A. Stagg

  
	
   

  	
  Title:

  	
  Portfolio Manager

  



 



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