BARNEY A. RICHMOND                    							100 Village Square Crossing                             							Suite 202                							Palm Beach Gardens, FL 33410-4531                      							561.207.6395 Telephone                      							561.207.6399 Facsimile                      							561.262.5158 Cellular                         							August 15, 2005							Via SEC EDGAR FILING SYSTEM           &							Via United States Postal First Class 							Certified Mail No. 70041160000529735608 							RETURN RECEIPT REQUESTED							Mr. John Reynolds, Assistant Director							Office of Emerging Growth Companies							United States Securities & Exchange Commission							Mail Stop 3561							Washington, DC 20549							Re:        eCom							eCom.com, Inc.           SEC Commission File							No. 000-23617           United States							Southern District of            Florida Bankruptcy							Court           In Re: Case No.							04-35435-BKC-SHF            Pro Card							Corporation           Registration							Statement of Form 10SB12G           File Number							000-51415           Filed July 7, 2005           AAB National							Company, Inc.           Registration							Statement of Form 10SB12G           File Number							000-51416           Filed July 7, 2005           A Classified Ad,							Inc.           Registration							Statement of Form 10SB12G           File Number							000-51417           Filed July 7, 2005           A Super Deal.com,							Inc.           Registration							Statement of Form 10SB12G           File Number							000-51419           Filed July 7, 2005           Swap and Shop.net							Corp           Registration							Statement of Form 10SB12G           File Number							000-51421           Filed July 7, 2005           eSecureSoft Company           Registration							Statement of Form 10SB12G           File Number							000-51422           Filed July 7, 2005           USAS Digital, Inc.           Registration							Statement of Form 10SB12G           File Number							000-51424           Filed July 8, 2005           MyZipSoft, Inc.           Registration							Statement of Form 10SB12G           File Number							000-50783           Filed July 8, 2005							Dear Mr. Reynolds:							I want to thank you and Mr. Jay Ingram for allowing							the above-referenced 							companies the opportunity to discuss with bankruptcy							and securities counsel your							letter requesting a legal analysis supporting the							issuance of shares in the 							above-referenced companies. It is my understanding							from Steve Cunningham Esq's 							telephone discussion with Mr. Michael K. Wolensky,							Esq. last Friday afternoon 							(who I understand had spoken to the Atlanta and							Washington D.C. SEC offices on 							my/our behalf), please let this letter confirm our							withdrawal of these Form 10SB							filings. Over and above these Form 10SB							withdrawal's, we were asked to forward 							an analysis by way of this reply to your							correspondence dated July 18, 2005, 							which was sent in response to the Form 10-SB filings							on behalf of the above-							referenced companies. Please consider this as a							preliminary analysis as we 							would like to have Mr. Wolensky's expertise in							reviewing further, which will be 							under separate cover. 							In opening, please bear in mind that the events							involving eComeCom.com, Inc. 							("eCom") and its above referenced subsidiaries							leading up to these filings which							certainly has not been a simple issue for us to deal							with as the creditors and 							shareholders of these companies were forced into							this situation. These Form 							10SB filings were an effort by us to be totally							transparent with the SEC and 							with the United States Southern District of Florida							Bankruptcy Court. 							Notwithstanding these points, we feel it is of							paramount importance to provide 							you with the background factual information, which							we felt supported a legal 							basis of the stock issuances, which have been							questioned under Section 5 of the 							Securities Act of 1933, as amended.							In case you did not know, eCom is currently in							Bankruptcy Proceedings under 							Title 11, Chapter 11 of the United States Bankruptcy							Code in the United States 							Bankruptcy Court in the Southern District of Florida							(In Re: eComeCom.com, Inc. 							Case No. 04-35435-BKC-SHF). The SEC's Washington and							Miami offices have been 							notified no fewer than five (5) times about these							Bankruptcy proceedings and yet							have not elected to comment or enter an appearance							in the proceedings. Your 							participation would always be greatly appreciated							and welcomed by us as we do 							not want to do anything but stay within your							agency's guidelines. It is our 							respectful opinion that the above-referenced spin							off companies are included as 							part of these bankruptcy proceedings. 							This November 29, 2004 Chapter 11 filing was an							Involuntary Petition filing 							brought by several creditors. American Capital							Holdings, Inc. was one of those 							creditors. I am the Chairman of American Capital and							I am also an individual 							petitioning creditor. There are several other							petitioning creditors as well. 							This case languished for several months due to the							fact the then Chairman/CEO 							and controlling shareholder of eCom, Mr. David							Panaia, was ill and his attorneys							asked for three (3) separate extensions. Naturally,							after being informed of 							Mr. Panaia's sickness, all the petitioning creditors							accepted the Debtor's 							requested extensions. Unfortunately, on March 20,							2005 Mr. Panaia passed away 							from illness complications. 							A Status Conference for the case was set for May 16,							2005 by the Honorable 							Steven H. Friedman in which an Order was entered by							the United States Bankruptcy							Court adjudicating eCom bankrupt under Title 11							Chapter 11 of the United States 							Bankruptcy Code based on the aforementioned							involuntary petition. Inclusive in							this Order were instructions from the Honorable							Judge Steven Friedman for eCom 							to obtain legal counsel by June 5, 2005 with an							additional status conference 							being set on June 6, 2005. On June 6, 2005, Judge							Friedman entered an Order for							the retention of the law firm of Kluger, Peretz,							Kaplan & Berlin, P.L. to become							eCom's legal counsel. Judge Friedman also entered an							Order appointing the 							undersigned, Barney A. Richmond, as eCom's President							and CEO. Additionally, a 							preliminary Order was entered whereby American							Capital provided $100,000 Debtor-							In-Possession Convertible Note Financing to eCom,							with a July 25, 2005 final 							hearing date on the Debtor-In-Possession Financing.							On July 25, 2005 an Order 							was entered approving the aforementioned $100,000							Debtor-In-Possession Financing							by American Capital Holdings, Inc. to the Debtor,							eCom. 							During this hearing on July 25, 2005, several items							were shown by the Debtor's 							counsel to Judge Friedman, which are incorporated							into the court transcript 							record, including eight (8) February 25, 2005 legal							opinions by licensed Florida							Attorney James Volpi, Esq. which were addressed to							eCom's stock transfer agent, 							Florida Atlantic Stock Transfer Company ("FAST").							Each of these letters advised							FAST the following specific legal opinion language							regarding each of the above 							referenced spin-off companies. The spin-off company							letter from which we are 							quoting below is to USAS Digital, Inc. For your							review, copies of these 							February 23, 2005 eight (8) separate legal opinions							(which were obtained by 							former CEO David Panaia) are appended herein as							Composite Exhibit No. 1. 							JAMES VOLPI, ESQ. LEGAL OPINION							"On December 1, 2003, the Board of Directors of eCom							eCom.com, Inc. approved the							spin-off of one of its subsidiaries, USAS Digital							Inc. (USASD) as a separate 							company. They voted to issue their shareholders one							share of USASD for every 							one share of eCom owned with a record date to be							announced. No fractional 							shares will be issued. 							The decision to spin-off USASD was primarily due to							eCom changing its business 							plan to allow the management of the subsidiary to							focus on its primary market 							which is dissimilar from its other markets. USASD's							core business was 							distribution of digital compression software							products and it was the Board's 							view that USASD's growth has been constrained due to							this company being so 							dissimilar. 							Pursuant to Staff Legal Bulletin 4 issued September							16, 1997, the SEC has 							addressed the Division of Corporation Finance's							views regarding whether the 							registration requirements of Section 5 of the							Securities Act of 1933 applies to 							spin-offs. The Division has taken the view that the							subsidiary does not have to							register a spin-off under the Securities Act when it							meets certain requirements.     1.    The parent company's shareholders							do not provide consideration for           the spun-off							shares;     2.    The spin-off is pro-rata to the							parent company's shareholders.;     3.    The parent company provides							adequate information about the spin-off            and the subsidiary							to its shareholders and to the trading markets;     4.    The parent company has a valid							business purpose for the spin-off;     5.    If the parent company spins-off							"restricted securities", it has held           those securities							for at least two years.							Based on my review of the transaction and ancillary							documents and the 							representations of management of eCom eCom.com,							Inc., I am of the opinion that 							the spin-off of USASD shares to shareholders of eCom							meets the above 							requirements and does not have to register the							spin-off company under the 							Securities Act.							As a result, the common shares to be issued pursuant							to the spin-off company may							be issued without restriction except for affiliates							of eCom furnished you under 							separate cover. In the issuing opinion, I am aware							that FAST, company 							shareholders and broker-dealers may rely upon this							opinion, and I hereby give my							permission and consent to rely and exhibit this							opinion to those concerned.							Very truly yours,							James C. Volpi , Esq."							The July 25, 2005 court transcript record reflects							eCom's legal counsel's oral 							description relating to of all of the aforementioned							Form 10SBs, 10Qs, tax 							returns, etc. on the above-referenced companies,							which have been filed with the 							appropriate agencies, including the SEC, IRS, etc.							Another noteworthy point, 							according to the court matrix, as well as the June							6, 2005 and July 25, 2005 							court transcripts, is that the attorneys involved in							this case informed Judge 							Friedman that your agency was noticed in these							hearings. It is my understanding 							from the court transcripts that both the Washington							and Miami offices of the SEC							were sent Notices of these hearings and that Michael							Seese, Esq. and Ronald B. 							Kaniuk, Esq. placed telephone calls to your offices.							At the conclusion of the 							July 25, 2005 hearing, Judge Friedman secured a copy							of a letter from Gordon 							Robinson of your SEC Atlanta offices, which I							understand was also placed in the 							court file.							However, we sincerely appreciate your current							comments and we have noted your 							request for a substantive legal analysis. Following							in this letter, we wish to 							address the matter of our legal basis for effecting							the distributions of shares 							(the "Distributions") without registration in							connection with the spin-offs of 							the above-referenced companies (the "Companies") to							the shareholders of eCom. 							As noted below, we are discussing our reasoning of							the legal underpinnings for 							the distributions separately under both our							understanding of federal securities 							laws and federal bankruptcy laws. 							I. BACKGROUND INFORMATION 							The Companies are wholly-owned subsidiaries of eCom,							all of which had varying 							business plans and assets. Due to eCom's primary							business (e-commerce) being so 							dissimilar from that of its subsidiaries, eCom							decided to spin off its 							subsidiaries into independent companies in the							belief that independent companies							would be better able to obtain funding and develop							their separate business 							plans. Consequently, on December 1, 2003, the Board							of Directors of eCom 							unanimously approved to the spin-off of eCom's ten							operating subsidiary 							companies.							The Date of Record for the first spin-off, USA							SportsNet, Inc., Cusip No. 02503V							10 9/SEC CIK No. 0001288010) was January 5, 2004,							and the shares were issued on 							January 6, 2004. The Date of Record for the second							spin-off, MyZipSoft, Inc. 							(Standard & Poor's Cusip No. 628703 10 0/SEC CIK No.							0001290785) was February 							23, 2004, and the shares of MyZipSoft were							distributed to its shareholders on 							June 2, 2005. 							On March 2, 2004, the Board of Directors of eCom							approved the spin-off of the 							remaining eight companies in which the Board of							Directors voted to issue to 							their shareholders one share of the company for							every one share of eCom owned, 							with a record date to be announced, pursuant to the							SEC Staff Legal Bulletin No.							4.							On March 29, 2004, eCom' then Chairman and CEO David							Panaia prepared and issued 							a Press Release announcing the appointment of Barney							A. Richmond as President of							eCom. Paragraph two of this release stated the							following:							"The plan to spin-off eCom's wholly-owned							subsidiaries has been completed and 							the Company is now in the process of acquiring							certain businesses for each spin-							off. To date, the Company has accomplished two (2)							acquisitions and has four 							(4) more under agreement. When announced, eCom							shareholders as of the Date of 							Payment (distribution of stock) for each spin-off							will receive new shares in 							that company."							On June 4, 2004, a corporate resolution was							proposed, passed and signed by David							Panaia Chairman/Secretary/CEO, Richard C. Turner							Director and the then at the 							time Treasurer, Barney A. Richmond, Director and							President. Based on Mr. 							Richmond's past restructuring experience, the new							Board of Directors re-adopted 							the December 1, 2003 spin-off plan, pursuant to SEC							Staff Legal Bulletin No.4, 							for the remaining subsidiaries of eCom. The plan was							to create individual public							corporations, and take whatever actions necessary to							complete the process of 							enhancing shareholder value, including financing							acquisitions and/or mergers. 							The individual companies are listed below:							USA Performance Products, Inc.  FL Corp. No.							P98000006586  Fed. ID. 65-0812050							eSecureSoft Company            							FL Corp. No. P03000138385  Fed. ID. 20-1068608							USAS Digital, Inc.             							FL Corp. No. P03000147667  Fed. ID. 20-1069232							Pro Card Corporation           							FL Corp. No. P04000015631  Fed. ID. 20-1442373							AAB National Company           							FL Corp. No. P04000019818  Fed. ID. 20-1442771							A Classified Ad, Inc.          							FL Corp. No. P04000038403  Fed. ID. 20-1447963							A Super Deal.com, Inc.         							FL Corp. No. P04000040174  Fed. ID. 20-1449410							Swap and Shop.net Corp.        							FL Corp. No. P04000040176  Fed. ID. 20-1449332							The motion in the above-described June 4, 2004 Board							Resolution included 							instructions for the distribution of stock by eCom's							Transfer Agent, Florida 							Atlantic Stock Transfer (FAST) to the eCom							shareholders when the share 							certificates were properly exercised and costs							relating to the issuance of these							shares were paid in full. Notwithstanding, contrary							to that which Board members							Richard Turner and Barney A. Richmond had been							previously advised by Chairman 							Panaia, eCom was not able to pay FAST the amounts							required to send out the stock							certificates to the shareholders, and accordingly,							the shares were not issued as							stated.							Because of the aforementioned financial							difficulties, eCom's telephone lines 							were disconnected. eCom's shareholders then							contacted American Capital 							Holdings, Inc. in an effort to obtain information on							the status of the 							situation. Since late June 2004, American Capital							Holdings, Inc. has been 							inundated with hundreds, perhaps thousands, of							telephone calls from eCom 							shareholders, requesting delivery of the promised							spin-off shares. Numerous 							shareholders made demands to be sent their promised							shares, many of them 							threatening legal action against eCom and all of the							above described spin-off 							entities, which would have created substantial							contingent liabilities for eCom.							Subsequent to eCom's December 3, 2003 public press							release regarding the spin-							off of USA SportsNet, the management of American							Capital discovered that eCom 							owed past due balances to its accountants, Wieseneck							& Andres, P.A. As required 							by the Sarbanes-Oxley Act, auditors cannot remain							independent and simultaneously							be a creditor. This undisclosed liability cost							American Capital an additional 							$75,000, as American Capital was forced to pay the							auditing firm in order to 							complete its own audits, since American Capital was							an early 2004 spin-off of 							eCom. Additionally, American Capital has been forced							to continue this financial							assistance to bring all of the spin-off companies							current with their SEC 							qualified accountants and other creditors so that							eCom and American Capital 							could continue with operations. 							In order to comply with Generally Accepted							Accounting Principles ("GAAP") with 							respect to American Capital's audits, Mr. Panaia had							previously agreed to sign 							promissory notes for the loans provided by American							Capital as soon as all 							parties could determine the exact amounts of the							then forthcoming invoices (the 							amounts of which were unknown until received) by the							registered independent 							accounting firm, Wieseneck & Andres, P.A. When these							accounting invoices and 							other expense invoices were received in early August							2004, Mr. Panaia would not 							return telephone calls and would not sign accounting							confirmation requests from 							American Capital accountants, nor would he sign the							necessary promissory notes.							American Capital made numerous attempts (e.g.,							letter Dated September 29, 2004, 							Certificate of Mailing No. 2004188) requesting to							have the promissory notes 							signed by Mr. Panaia, which were not successful. On							November 16, 2004, an 							additional letter was sent to David Panaia							(Certificate of Mailing No. 2004201) 							requesting the signature of the promissory notes and							the additional information 							needed for the accountants to provide the necessary							American Capital audits 							needed for its ongoing SEC filings. Mr. Panaia							continually ignored the requests 							for confirmation letters and further information							needed to complete the 							financial audits. 							Due to the above-described dilemma caused as a							direct result of Mr. Panaia's 							refusal to address the monies advanced by American							Capital to eCom, on November 							22, 2004, Barney A. Richmond resigned as an Officer							and Director of eCom. 							Having no other options, on November 29, 2004, an							involuntary petition was filed							against eCom. in the United States Bankruptcy Court							for the Southern District of							Florida (In Re: Case No. 04-34535 BKC- SHF) under							Title 11, Chapter 11 of the 							United States Bankruptcy Code by petitioning							creditors, American Capital 							Holdings, Inc., Richard C. Turner, Barney A.							Richmond, and ACHI, Inc. The 							Bankruptcy proceedings were initiated in an effort							to create and implement a 							viable plan for 100% reimbursement of costs incurred							by American Capital 							Holdings, Inc., the petitioning creditors, and all							other creditors/vendors who 							had not been paid, as well as to restore shareholder							value lost by approximately							6,000 shareholders. The aforementioned creditors are							owed in excess of $1 							million dollars and lost aggregate shareholder value							is in the many millions of 							dollars. In an effort of good faith and in order to							avoid additional 							bankruptcy claims from shareholders, which could							number in the thousands, 							American Capital's management undertook the							responsibility and the costs of 							issuing the spin-off shares to eCom shareholders.							On March 20, 2005, then Chairman/CEO and majority							shareholder of eCom, David J. 							Panaia, died from health complications. Richard C.							Turner assumed the role of 							CEO in the interim, pending bankruptcy court							approval of an alternate person to 							assume that role.							Due to American Capital's unique twofold role as the							petitioning creditor and 							the entity acting on behalf of the debtor, eCom, and							in light of American 							Capital's status as a public company, it was clearly							in American Capital's best 							interests to achieve full regulatory compliance with							regard to the spin-off 							companies. This endeavor included the preparation of							(a) thirty 10-QSB's; (b); 							ten 10-KSB's; (c) ten Form 10-SB's Registration							Statements; (d) twenty-six State							and Federal Tax Returns; (e) ten applications for							the required SEC EDGAR CIK 							Numbers; (f) and ten of the Transfer Agent-required							Standard & Poor's Cusip 							Numbers. Additionally, there has been enormous							administrative time and effort 							expended to bring all of the spin-off companies							current with respect to public 							company reporting requirements, including those							mandated by Sarbanes-Oxley. 							American Capital's management and the petitioning							creditors accomplished these 							many tasks in a concerted effort to eliminate any							further liabilities to eCom 							shareholders and it's creditors. 							Pursuant to SEC Staff Legal Bulletin No.4 and the							Legal Opinion of James Volpi, 							Esq., the share certificates of the above referenced							spin-off companies were 							issued in the utmost good faith, and sent via							certified mail on June 2, 2005 to 							the eCom shareholders of record as of May 27, 2005.														II. LEGAL ANALYSIS							A. POSITION OF THE COMPANY UNDER THE FEDERAL							SECURITIES LAWS							1. SEC Staff Legal Bulletin No. 4							It is the Company's position (as noted above) that							the spin-off distributions of							stock (the "Distribution") were in material							compliance with Staff Legal Bulletin							No. 4 (Sept. 1997), which states the Division of							Corporation Finance's views 							regarding whether Section 5 of the Securities Act of							1933 applies to spin-offs 							and also addresses related matters, including how							securities received in spin-							offs may be resold under the Securities Act.							Bulletin No. 4 and a series of no-action letters							involving spin-offs confirm 							that registration of the shares being distributed in							the spin-off is not 							required where: (1) the parent shareholders do not							provide consideration for the							spun-off shares; (2) the spin-off is pro rata to the							parent shareholders; (3) 							the parent provides adequate information about the							spin-off and the spun-off 							company to its shareholders and to the trading							markets; (4) the parent has a 							valid business purpose for the spin-off; and (5) the							spun-off shares are not 							"restricted securities" or if the parent spins-off							"restricted securities," it 							has held those securities for at least two years							(unless it formed the 							subsidiary being spun-off). See Bulletin No. 4;							Trelleborg AB (available Apr. 							26, 1999) ("Trelleborg"); AB Electrolux (available							Apr. 28, 1997) 							("Electrolux"); Hanson II (available Jan. 22, 1997)							("Hanson II"); Ralcorp 							Holdings, Inc. (available Dec. 27, 1996)							("Ralcorp"); E.W. Scripps (available 							July 3, 1996) ("Scripps"); Envoy Corporation							(available Feb. 16, 1995) 							("Envoy"); English China Clays (available Sept. 1,							1994) ("English China 							Clays"); AMAX Inc. (available Aug. 27, 1993)							("AMAX"); Grasso Corporation 							(available Aug. 20, 1993) ("Grasso"); Marriott							Corporation (available Mar. 19, 							1993) ("Marriott"); Asea AB (available Apr. 25,							1991) ("Asea"); BAT Industries 							plc (available July 5, 1990) ("B.A.T"); and Summit							Energy (available Mar. 29, 							1988) ("Summit Energy"). 							In the Form 10-SBs which gave rise to your letter to							us, we stated the spin-off 							transactions were effectuated pursuant to SEC Staff							Legal Bulletin No. 4. This 							conclusion was based on the legal opinion (the							"Opinion") we received from our 							legal counsel at the time, James C. Volpi, Esq. 							We, in good faith, in reliance upon the Opinion,							proceeded with the spin-off 							transactions and the Distributions, having believed							we had satisfied the 							criteria in the five requirements described in							Bulletin No. 4, as discussed 							below. It remains our position that those							requirements have been satisfied in 							all material respects.							Bulletin No. 4 Requirement 1 - The parent company's							shareholders do not provide 							consideration for the spun-off shares							The shares of the spin-off companies were issued to							shareholders of eCom at the 							expense of eCom, with no consideration from the eCom							shareholders. Those 							shareholders received the spin-off shares without							consideration of any kind. 							Further, each spin-off is not a disposition of							securities for value and 							therefore is not a "sale" under Section 2(3) of the							Securities Act, as discussed							in depth below.							Bulletin No. 4 Requirement 2 - The spin-off is							pro-rata to the parent company's							shareholders							Each Distribution was pro rata to eCom shareholders							of record as of the Record 							Date, May 27, 2005. Each shareholder of record on							that date received one share 							of the Company's common stock for each share of							common stock of eCom. Following 							each Distribution, the distributed shares were owned							directly and in the same 							proportion by the same eCom shareholders who owned							the common stock of eCom on 							the Record Date. Consequently, as a result of each							spin-off, the Company's 							shareholders have the same proportionate interest as							they did immediately prior 							to each Distribution. That the record date of a							spin-off is the appropriate 							date to determine whether the spin-off is pro rata							is confirmed in McKesson 							Corporation (available Sept. 23, 1994) ("McKesson"),							and Ramada Incorporated 							(available May 3, 1989) ("Ramada"), each involving a							parent that proposed to 							spin-off a subsidiary to its shareholders in							connection with the acquisition of 							the parent by a third-party through a tender offer							and merger. In both cases, 							the Staff took no-action positions even where the							consummation of the tender 							offer and merger involving the parent occurred							between the record date and 							distribution date of the spin-off. Implicit in these							no-action positions is the 							view that the record date of the spin-off is the							proper date for determining 							whether a spin-off is pro rata. Changes in share							ownership (or the business and 							assets) of the parent in the period between the							record and distribution dates of							the spin-off as a result of the concurrent							transactions were not relevant 							because all the shareholders on the record date were							treated equally. 							The eCom situation is actually more favorable than							either McKesson or Ramada 							where the tender offer and related merger closed							before the distribution date of							the spin-off. In the eCom situation, both the Record							Date and the Distribution 							Date will have occurred prior to the completion of							the reorganization of eCom 							under the auspices of the United States Bankruptcy							Court. The eCom situation 							falls within the ambit of McKesson and Ramada and							presents fewer concerns 							relating to the requirement that each Distribution							be pro rata than either of 							the situations in McKesson or Ramada. 							Bulletin No. 4 Requirement 3 - The parent company							provides adequate information 							about the spin-off and the subsidiary to its							shareholders and to the trading 							market							eCom issued numerous Press Releases, most notably on							December 3, 2003 and March							29, 2004, regarding the spin-off of the Company.							This information was also 							posted on its website, www.ecomecom.net. eCom also							filed multiple 8-Ks (SEC 							File no. 000-23617) with the SEC providing public							information regarding the 							spin-off transactions. The March 2, 2004 8-K recites							the appropriate Board 							Approval for the spin-off. The June 4, 2004 8-K							again clarifies the spin-off. 							The 8-K filed May 31, 2005 outlines the March 23,							2005 SEC CIK acceptance 							filings. Further, 10-QSB and 10KSB filings, which							were filed January 22, 2004, 							April 14, 2004, September 21, 2004, October 25,							2004, and June 6, 2005 continue 							to address the business purpose of the spin-off. 							With respect to ongoing reporting, the Companies							will become subject to the 							reporting requirements under the Exchange Act and							will be obligated to file 							periodic reports with the Commission accordingly.							Consequently, it is our 							opinion that the information regarding the							Distribution and the Company provided							to the eCom shareholders satisfies the adequate							information requirement of 							Bulletin No. 4 and the Staff's no-action letters							issued in connection therewith.							Additionally, the Distribution shareholders will							receive a summary of all 							material events in the Disclosure Statement, Plan of							Reorganization, and any 							other disclosures that would be contained in an							information statement.							Bulletin No. 4 Requirement 4 - The parent company							has a valid business purpose 							for the spin-off							The Distributions are distinguishable from the							situations presented in SEC v. 							Datronics Engineers, Inc., 490 F.2d 250 (4th Cir.							1973) ("Datronics"), and SEC 							v. Harwyn Industries Corp., 326 F. Supp. 943 (S.D.N.Y.							1971) ("Harwyn"), in 							which corporations used spin-offs without any valid							business purpose to create 							public markets in their securities without							registration of the shares. In both 							Datronics and Harwyn, the spin-offs were							accomplished without dissemination of 							adequate information to either the marketplace or							the shareholder-recipients. 							The courts liberally construed the words "for value"							under Section 2(3) in 							Datronics and Harwyn in order to prevent violations							of the "spirit and purpose 							of the registration requirements." Harwyn, 326 F.							Supp. at 954. In the Datronics							case, the court was concerned that, contrary to the							purposes of the Securities 							Act, a public trading market would develop in the							securities of the newly-public							company for which no public information was yet							available. 							The policy concerns that led to the decisions in							Datronics and Harwyn and the 							position of the Commission expressed in Securities							Act Release No. 4982 (July 2,							1969) are not present in the Distributions. The							Distributions were motivated by 							valid business purposes rather than by a desire to							evade the registration 							requirements of the securities laws. Further, the							Companies have commenced 							quarterly and annual filings with the Commission,							thereby providing public 							information before any trading market should							develop.							The business purposes of the spin-offs is consistent							with at least two of the 							examples of valid business purpose given in the							Staff Legal Bulletin: (I) 							allowing management of each business to focus solely							on that business and (ii) 							enhancing access to financing by allowing the							financial community to focus 							separately on each business.							This conclusion is also supported in the no-action							letter Re: Sanpaolo IMI 							S.p.A. ("Sanpaolo IMI") (available October 27,							1999). 							As stated in eCom's February 28, 2005 Form 10-QSB:							"Pursuant to SEC Staff Legal Bulletin No. 4, eCom							decided to spin off its 							subsidiaries into independent companies in the							belief that independent 							companies, each with a distinct business, would be							better able to obtain 							necessary funding and develop their business plans.							This belief was based in 							part on eCom's experience with potential business							partners which sought 							involvement with only one of eCom's subsidiaries,							rather than involvement with 							the multi-faceted eCom."							eCom has pursued various courses of business in its							tenure as a publicly traded 							entity, from sports memorabilia to data compression							technology. The Board of 							Directors determined that, whereas the concepts and							assets behind the Companies 							were of value, the operations and business plan of							the subsidiaries fell outside							of the eCom's long-term strategic plan of							concentrating on e-commerce 							activities, and it would be in the best interests of							eCom and its shareholders 							to spin off each Company's assets into separate							entities whereby they could 							obtain financing. Moreover, each Company did in fact							receive assets and 							subsequent cash infusion as a direct, positive							result of the spin-off 							transaction. 							Bulletin No. 4 Requirement 5 - If the parent company							spins-off "restricted 							securities," it has held those securities for at							least two years.							eCom had owned the assets spun off through the							Distributions since May 31, 2000;							thus the two-year holding period was satisfied.							Further, since the "parent" 							formed the "subsidiary" being spun-off, rather than							acquiring the business from 							a third-party, Requirement No. 5 is not applicable.							In the case of Digital 							Commerce Corporation, to which the Commission							granted a no-action request in a 							letter dated June 21, 2000, Digital Commerce							Corporation confirmed that 							Requirement No. 5 is not applicable if the parent							company formed the subsidiary 							being spun-off, as it did with its spin-off of Power							Trust. 							2. "No Sale" of a Security							However, even should the Commission decide that the							Distributions do not fall 							within the four corners of Bulletin 4, the							Distributions still qualify for the 							"no sale" rule under section 2(3) of the Securities							Act of 1933, as amended, and							therefore did not violate the registration							requirements of Section 5. 							Section 2(3) provides: 							"The issue or transfer of a right or privilege, when							originally issued or 							transferred with a security, giving the holder of							such security the right to 							convert such security into another security of the							same issuer or of another 							person, or giving a right to subscribe to another							security of the same issuer or							of another person, which right cannot be exercised							until some future date, shall							not be deemed to be an offer or sale of such other							security."							It is the position of eCom that none of the							Distributions constitutes an "offer 							to sell" or "sale" of securities within the meaning							of Section 2(a)(3) of the 							Securities Act and, consequently, that registration							of the Distribution 							transactions is not required. 							The term "sale" is defined in Section 2(3) as a							disposition for "value." The 							Distributions by eCom to its stockholders did not							constitute dispositions of 							securities for value. The eCom stockholders merely							received, by way of the 							Distributions, that which they already indirectly							owned, i.e., the assets of 							eCom.							Moreover, the Distributions are unlike the contrived							spin-offs that have been 							deemed dispositions for "value" under Section 2(3).							In SEC v. Datronics 							Engineers, Inc., 490 F.2d 250 (4th Cir. 1973), cert.							denied, 416 U.S. 937 							(1974)("Datronics"), and SEC v. Harwyn Industries							Corp., 326 F. Supp. 943 							(S.D.N.Y. 1971)("Harwyn"), corporations used							spin-offs without any valid 							business purpose to create public markets in their							securities without 							registration of the shares. In both Datronics and							Harwin, the creation of a 							trading market in the stock of a company for which							no information was publicly 							available was held to constitute "value" as							contemplated by Section 2(3). 							Further, the spin-off transactions in Datronics and							Harwyn were held to lack any							valid business purpose.							In contrast, adequate public information about eCom							is available by virtue of 							eCom being a reporting company under the Securities							Exchange Act of 1934 (the 							"Exchange Act"). Additionally, as noted above, each							Distribution was motivated 							by valid business purposes rather than by a desire							to evade the registration 							requirements of the securities laws. Moreover, no							trading market will develop in							the common stock of any Company until such time as							an active business may be 							placed into such Company, by way of development of							such business from capital 							which may be invested in the Company or by way of an							acquisition of a business 							by the Company for cash or through an exchange of							securities. At that time and 							at that time only would the Company undertake the							appropriate filings (e.g., a 							15c-2(11) filing) to become a publicly trading							entity.							Furthermore, the Division has concluded in a series							of prior no-action letters 							that it would not recommend enforcement action in							spin-offs accomplished without							registration if: (I) adequate information concerning							the business and financial 							condition of each entity was available to the public							or was to be provided prior							to the distribution; and (ii) the distributed							securities were registered under 							the Exchange Act either prior to, or shortly after,							the distribution. St. George							Minerals, Inc. (avail. June 12, 1990); Silver King							Mines, Inc. and Pacific 							Silver Corporation (avail. January 11, 1989); Eaton							Corporation (avail. August 							8, 1983); Beneficial Corporation (avail. September							6, 1982); Aaminex Gold Corp. 							(avail. June 15, 1981); Englehard Minerals & Gold							Corp. (avail. May 8, 1981); 							Metro-Goldwyn, Inc. (avail. April 7, 1980).							As discussed above, adequate information about eCom							was available to the public 							by virtue of it being a reporting company under the							Exchange Act. In addition, 							as also noted above, adequate public information							about the Company and each 							spin-off transaction itself (i.e., each							Distribution) has been made available to							the Distribution shareholders and the public at							large through the eCom website, 							www.ecomecom.net, 8-Ks filed June 4, 2004, March 23,							2005, and May 31, 2005, and							in 10-QSB and 10-KSB filings made by eCom January							22, 2004, April 14, 2004, 							September 21, 2004, October 25, 2004, and June 6,							2005. Furthermore, all 							Distribution shares being registered by way of the							Form 10-SBs and all 							Distribution shareholders will be provided the							information that would otherwise 							be included in an Information Statement, along with							a summary of material 							information set forth in the Disclosure Statement							and Plan of Reorganization to 							be filed with the bankruptcy court.							Rule 145 under the Securities Act							For the reasons set forth below, we also do not							believe that the Distributions 							involve a transfer of assets or other transaction							covered by Rule 145 under the 							Securities Act that would result in the spin-offs							being deemed to involve an 							"offer to sell" or "sale" of securities within the							meaning of Section 2(3) of 							the Securities Act by virtue of such Rule. The							Division recognized in, among 							others, INA, British Gas, Hafslund Nycomed AS and							English China Clays, that 							spin-off distributions similar to the Distributions							did not constitute an "offer							to sell" or "sale" of securities within the meaning							of Section 2(3) of the 							Securities Act by virtue of Rule 145.							The Preliminary Note to Rule 145 makes clear that							the Rule was designed to 							provide the protections of registration under the							Securities Act to persons who 							are making a new investment decision regarding a new							or different security in 							connection with any of the forms of business							combination listed in the Rule. 							Subparagraph (a)(3)(B) of Rule 145 lists as a							business combination subject to 							the Rule a transaction in which (unlike the							Distributions) there is submitted to							a shareholders' vote a plan for a transfer of assets							of a corporation to another							person in consideration of the issuance of							securities of such other person, if 							the plan provides for a pro rata or similar							distribution of such securities to 							the voting shareholders.							The protections provided by Rule 145 are unnecessary							here. No new investment 							decision was made by the existing eCom Shareholders;							no sale of assets to an 							independent third party in the sense intended in							Rule 145 took place; and eCom 							shareholders were giving no "value" under Section							2(3) of the Securities Act. 							The result here is simply a rearrangement of the							form of ownership rather than a							new investment.							Moreover, the Staff has granted no-action requests							in cases where a spin-off 							distribution of a subsidiary's shares is made to the							parent's shareholders 							concurrently with a business combination involving							the parent, including cases 							where shareholders were asked to vote on the							spin-off. See Ralcorp; Scripps; 							Grasso; and Summit Energy. 							B. POSITION OF THE COMPANY UNDER THE FEDRAL							BANKRUPTCY LAWS							As discussed in section I of this letter eCom is							involved in an involuntary 							Chapter 11 Bankruptcy proceeding. The debtor, as							"debtor-in-possession," 							operates the business and performs many of the							functions that a trustee performs							in cases under other chapters. 11 U.S.C. Section							1107(a). Section 1107 of the 							Code places the debtor-in-possession in the position							of a fiduciary, with the 							rights and powers of a chapter 11 trustee, and							requires the performance of all 							but the investigative functions and duties of a							trustee. These duties are set 							forth in the Bankruptcy Code and Federal Rules of							Bankruptcy Procedure. 11 							U.S.C. Sections 1106, 1107. Such powers and duties							include accounting for 							property, examining and objecting to claims, and							filing informational reports as							required by the court and the United States trustee,							such as monthly operating 							reports. The debtor-in-possession also has many of							the other powers and duties 							of a trustee including the right, with the court's							approval, to employ 							attorneys, accountants, appraisers, auctioneers, or							other professional persons 							to assist the debtor during its bankruptcy case.							Other responsibilities include 							filing tax returns and filing such reports as are							necessary or as the court 							orders after confirmation, such as a final							accounting. The United States trustee							is responsible for monitoring the compliance of the							debtor in possession with 							the reporting requirements.							The cases and statutory language evidence a clear							intent on the part of Congress							to allow debtors in possession to conduct business							as usual after the filing of 							Chapter 11. Recent cases indicate that Chapter 11							debtors acting in the place of							the Trustee act for the benefit of creditors, and it							is the debtor's duty to 							protect and preserve assets. In re Halux, Inc., 665							F.2d 213, 216 (8th 							Cir.1981). It is this duty to protect and preserve							assets, which prompted the 							timing of the Distribution. 							eCom has approximately 6,000 shareholders, some of							which purchased or held the 							stock based on public information distributed via							Mr. Panaia's press releases 							and SEC filings regarding the spinoff transaction.							In order to avoid additional							claims, which could number in the tens of thousands,							from the shareholders of 							eCom due their respective spinoff shares, the							spinoff shares were issued June 2,							2005 with the full understanding these shares were							subject to the aforementioned							bankruptcy proceedings. Every court document,							including the court transcripts, 							has been posted to eCom's web site. This share							issuance transaction was 							executed in good faith, and in the spirit of							protecting the creditors and estate							of eCom. The shareholders, as claimants, were							preemptively satisfied, subject 							to a final approval of the Bankruptcy Court, in							order to position the debtor 							corporation for reorganization. It is our personal							opinion, if the shareholders							had not received the spinoff shares, it is likely							that the resulting claims and 							potential Class Action lawsuits would prolong or							impede the reorganization 							process with the most likely result the creditors							receiving zero and the 							shareholders losing their entire investment. 							Under Section 363(c) of the Bankruptcy Code, it is							our understanding the 							business of the debtor is authorized to be operated							under Section 721, Section 							1108, or Section 1203 (among others) of this title,							unless the court orders 							otherwise. Section 363(c) also prohibits the trustee							from using, selling, or 							leasing cash collateral (as defined below) unless							each entity that has an 							interest in such cash collateral consents, or the							court authorizes such use. 							Cash collateral is defined as cash, negotiable							instruments, documents of title, 							securities, deposit accounts, or other cash							equivalents. It was our opinion the							spin-off shares qualify as cash collateral under							Section 363(c). Each entity 							that has an interest in these shares, which includes							the debtor and the 							creditors, preliminary consented to the distribution							of the spin-off shares due 							to the liabilities that would be eliminated as a							result of the Distribution. In							our forthcoming plan of reorganization we fully							recognized all of this is 							subject to receipt of a final order from the							Bankruptcy Court.							Section 1145 of the Bankruptcy Code provides certain							exemptions from the 							securities registration requirements of federal and							state securities laws with 							respect to the distribution of securities used as							"cash collateral" under 							section 363(a). Equity securities issued for allowed							claims are exempt from 							registration requirements. Per Senate Report 95-989,							paragraph (2) of 							subsection (a) of section 1145 states that the							registration exemption is limited							to prevent distribution of securities to other than							claim holders or equity 							security holders of the debtor of the estate. The							section of Section 1145 							applicable to eCom states: "Except with respect to							an entity that is an 							underwriter as defined in subsection (b) of this							section, section 5 of the 							Securities Act of 1933 and any State or local law							requiring registration for 							offer or sale of a security or registration or							licensing of an issuer of, 							underwriter of, or broker or dealer in, a security							do not apply to - 							(1) the offer or sale under a plan of a security of							the debtor, of an affiliate 							participating in a joint plan with the debtor, or of							a successor to the debtor 							under the plan -     (A) in exchange for a claim against, an interest in, or							a claim for an 							administrative expense in the case concerning, the							debtor or such affiliate.							eCom is not seeking exemption in order to facilitate							distribution to parties 							other than claim holders or equity security holders.							The exempt shares were 							expressly issued for in what we perceived were to be							allowed contingent claims, 							as permitted by Section 1145, and this information							has been disclosed to the 							bankruptcy court, as evidenced in court transcripts							which attached as Composite 							Exhibit No. 2. When you review these transcripts, in							an abundance of caution and							in an effort of full disclosure to the court, you							will notice on several 							occasions whereby it was stated, in the event for							some reason these spin-offs 							did not qualify under SEC guidelines, we would bring							it before the Court's 							attention in allowing Judge Friedman to make a final							decision with Bankruptcy 							guidelines.							The Executive Committee chosen to oversee the							bankruptcy proceedings and 							reorganization plan is a group of former							Congressmen, a former member of the New							York Stock Exchange, former State Insurance							Commissioners and attorneys 							specializing in regulatory matters, securities and							business law. This 							Executive Committee will be extremely cautious in							their leadership and guidance 							to insure that all government and regulatory							requirements are followed as the 							purchase of many millions of dollars in operating							assets will be included in our							reorganization plans, to which we want to insure							complete success in creating 							value for everyone. For information purposes, the							biographies of the Executive 							Committee members are attached as Exhibit No. 3. 							In closing, we sincerely appreciate the time and the							consideration you have 							devoted to this matter. Rest assured, we are very							sensitive to your agency's 							concerns and we certainly welcome additional							questions, suggestions or any 							comments you may have as it is our absolute desire							to be good corporate law 							abiding citizens in the eyes of everyone. With							kindest regards, I remain.							Most sincerely,							/s/ Barney A. Richmond							Barney A. Richmond							Chief Executive Officer							Enc.							cc: Steve Cunningham, Esq.    Michael K. Wolensky, Esq.    Michael Seese, Esq.    Gordon Robinson, Esq.    Jay Ingram, Esq.    Clerk of the United States Southern District Bankruptcy Court    File/chrono