eCOM eCOM.COM, INC. Case No. 04-35435-BKC-SHF

Debtor.

NOTICE TO SHAREHOLDERS

eCom eCom.com, Inc. (the "Debtor") and American Capital Holdings, Inc.("ACH") filed the "Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc." on August 18, 2006 (the "Plan") and the "Disclosure Statement for the Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc." on August 25, 2006 (the "Disclosure Statement"). Although the Plan and Disclosure Statement originally provided that votes would not be solicited from holders of Allowed Equity Interests (and, therefore, Ballots would not be provided), the Debtor and ACH have modified the Plan to provide for soliciting votes from holders of Allowed Equity Interests. On January 3, 2007, the Debtor and ACH filed their amended Plan ("First Amended Plan") and amended Disclosure Statement ("First Amended Disclosure Statement") with the Bankruptcy Court.

By order dated December 28, 2006, the United States Bankruptcy Court for the Southern District of Florida, West Palm Beach Division ("Bankruptcy Court") approved the First Amended Disclosure Statement. Under the First Amended Plan all holders of common stock in the Debtor (a) are classified as Class 4 Equity Interests, and (b) will retain their Allowed Equity Interests subject, however, to dilution as a result of New Common Stock to be issued in accordance with the First Amended Plan to (x) holders of Allowed Unsecured Claims who elect to receive New Common Stock instead of Cash, and (y) ACH in satisfaction of the debtor-in-possession financing previously loaned to the Debtor.

By order dated August 4, 2005, the Bankruptcy Court authorized the Debtor to provide electronic notice upon holders of Equity Interests; provided, however, that notice of the hearing for confirmation of the First Amended Plan and copies of ballots ("Ballots") for voting on the First Amended Plan must be served upon shareholders, as of the relevant record date, by United States Mail. Copies of the First Amended Plan and First Amended Disclosure Statement have been posted on the Debtor's website: www.ecomecom.net. Consequently, the Debtor and ACH now intend to solicit votes on the First Amended Plan from holders of Allowed Equity Interests.

Enclosed is a Ballot for voting on the First Amended Plan. If the First Amended Plan is confirmed or approved by the Bankruptcy Court, holders of Allowed Equity Interests will be permitted to retain their Equity Interests, subject, however, to dilution as provided hereinabove. On the other hand, if the First Amended Plan is not confirmed or approved, and this case is converted to Chapter 7 liquidation, then the Debtor will be liquidated and it is unlikely that creditors and holders of Equity Interests will receive any distributions. However, it is recommended that holders of Equity Interests review the First Amended Plan and First Amended Disclosure Statement in their entirety.

In order to cast a Ballot and vote in connection with the First Amended Plan, please fill out the enclosed Ballot and file in accordance with the "Instructions for Completing the Ballot."

The Bankruptcy Court has scheduled a hearing on March 12, 2007 at 1:30 P.M. (Eastern time) to consider confirmation of the First Amended Plan at the United States Bankruptcy Court,1515 North Flagler Drive, Room 801, Courtroom B, West Palm Beach, Florida 33401. Such hearing may be continued or adjourned from time to time, as announced at the hearing, without further notice. Any objections to confirmation of the First Amended Plan must be filed with the Bankruptcy Court by no later than March 2, 2007. Objections to confirmation of the First Amended Plan should be filed with the Bankruptcy Court at the address set forth above in this paragraph and served on counsel for the Debtor, ACH, and the United States Trustee.

No further notice will be provided. Shareholders may obtain copies of the First Amended Plan and First Amended Disclosure Statement at www.ecomecom.net at no charge. Similarly, copies of the Bankruptcy Court's order setting the hearing on confirmation of the First Amended Plan may be obtained at no charge from www.ecomecom.net.

CH2\ 1553833,1