InterCommerceCorp Announces Agreement for Acquisition of CipherPass Corp.

Company to reorganize its current operations and amend its name to CipherPass Corp. at closing


LOS ANGELES, April 26, 2005 (PRIMEZONE) -- InterCommerceCorp (Pink Sheets:ICMC), announces its plans to acquire a 100% interest in CipherPass Corp., a digital security company that delivers software and services solutions for protecting confidential data and enhancing security compliance. Under the terms of the agreement and at the closing of the transaction, InterCommerceCorp will change its name to CipherPass Corp. and apply for a new trading symbol from the NASD.

Immediately prior to closing, InterCommerceCorp will complete a 1-for-4 reverse stock split as it amends its name to CipherPass Corp. and will issue 13,776,000 post-reverse split shares for the acquisition leaving a total capitalization of 22,422,502 shares of stock in the combined company. The CipherPass management and operational team will also assume control of day to day operations at time of closing. Provisions in the acquisition agreement call for InterCommerceCorp to reorganize its current operations and this will be completed by the company issuing a restricted share dividend of its two current operating subsidiaries: Pelican Investments, Inc. and Flycom, Inc. to its shareholders of record on or before the date of closing.

About CipherPass Corp.

CipherPass Corp. (CipherPass) is a privately held digital security technology company that provides enterprise-class security solutions. Through its product and service portfolio, CipherPass enables businesses to securely share sensitive or confidential electronic information among internal staff, as well as with their business associates and customers. VeriSign (Nasdaq:VRSN), the world leader in the management and distribution of trusted digital certificates, is a strategic partner. The CipherPass and VeriSign relationship offers significant cost reduction of deploying and managing digital certificates. CipherPass' C-safe security suite helps to simplify the process of users securing and sending private digital data within files and emails. C-safe is an effective solution for addressing companies' privacy and security compliance initiatives for HIPAA, Sarbanes-Oxley, GLBA and SB1386.

Businesses and governments may use CipherPass' C-safe suite to better secure their existing enterprise applications, such as Microsoft's Outlook email client and Adobe's Professional document creator. C-safe enables concealed security functionality in these applications to provide a high level of assurance in regards to digital authentication, integrity and confidentiality. By leveraging existing corporate applications, C-safe creates a strategic, digital security framework that is easy to use, easy to deploy, easy to manage and is very cost-effective.

CipherPass' Products and Managed Services

Typically, digital certificates issued through public key infrastructure (PKI) was very technically complex, very complicating to the users, very difficult to deploy and extremely costly. CipherPass, through its C-safe suite, has simplified the deployment and use of digital certificates which has made it so affordable that even small businesses can now use this highly secure technology.

C-safe provides a simple, but powerful, application integration tool specifically designed to simplify the process of obtaining and using digital certificates or IDs. C-safe's technology and approach allows large enterprises to deploy thousands of digital IDs from VeriSign's trusted certificate authority (CA) with little effort. The digital IDs provide a digital authentication which uniquely identifies users and also acts as the key mechanism for encrypting data within CipherPass' C-vault and C-mail solutions.

As an additional feature, digital IDs can also be used with any application that offers digital signature capabilities based on the X.509 technology standard. The digital signature capability is crucial for any business that has or is planning to deploy an electronic documentation solution that also needs to be legally binding. This permits businesses to deploy electronic document solutions that never need to be reduced to paper. Electronic-based transactions that use compliant digital signatures are admissible in most US courts of law- federal, state and local.

In conjunction with its C-safe suite, CipherPass also provides digital certificate managed services to ease the process of deploying and managing digital IDs. The managed service also allows companies to avoid an extremely significant financial investment in computing infrastructure and experienced staff, making it an even more affordable and strategic security solution. However, client administrators still have the ability and control to audit, verify, revoke or reissue digital IDs directly and securely. C-safe significantly reduces the legacy challenges associated with traditional PKI deployments.

For additional information regarding CipherPass Corp., please visit www.cipherpass.com.

About InterCommerceCorp

InterCommerceCorp is currently traded on the OTC under the symbol "ICMC" and is a portfolio company of FutureVest, Inc. (Pink Sheets:FTVT), a global venture banking and investment company. InterCommerceCorp currently has two operating subsidiaries, Flycom, Inc. and Pelican Investments, Inc., both focusing on the online e-Commerce and e-Publishing markets.

Statements in this release are "forward-looking statements". Investors are cautioned that such forward-looking statements involve risk and uncertainties, including without limitation, acceptance of the company's products, significant levels of competition for the company and dependence on the performance of the management of the company.



            

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