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EXHIBIT 10.17
SECOND AMENDMENT
TO
LOAN AND PLEDGE AGREEMENT
THIS SECOND AMENDMENT TO THE LOAN AND PLEDGE AGREEMENT (this
"AMENDMENT") is made as of February 22, 2001 by and between World Commerce
Online, Inc., a Delaware corporation (the "COMPANY"), and Xxxxxxx Xxxxxxx, an
individual (the "LENDER").
R E C I T A L S:
WHEREAS, for value received, the Company and the Lender
executed a Loan and Pledge Agreement dated as of January __, 2001 in the amount
of Two Hundred Fifty Thousand Dollars ($250,000) (the "LOAN AGREEMENT"); and
WHEREAS, on February 12, 2001, the Company and the Lender
executed that certain First Amendment to Loan and Pledge Agreement to extend the
maturity date of the Senior Secured Promissory Note; and
WHEREAS, the Company and the Lender agree to further amend and
modify the Loan Agreement to clarify the provisions relating to the Lender's
senior security interest in the Company's assets.
NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Amendment to the Loan Agreement. Section 3.1 of the
Loan Agreement shall be amended and restated as follows:
"3.1 Security Interest and Pledge. As security
for the prompt and complete payment of any and all obligations of the Company
under this Agreement and the Xxxxxxx Note, or under any other agreement or note,
now existing or hereafter rising, whether for principal, interest, expenses or
otherwise, the Company hereby grants, transfers and assigns and pledges to
Xxxxxxx all of its respective right, title and interest in and grants Xxxxxxx a
senior security interest in the Company's assets as set forth in those UCC-1
Financing Statements ("UCC-1") filed with the Secretary of State of the States
of Florida, California, Delaware and Pennsylvania (the "PLEDGED Assets"), which
assets are now in existence, together with after-acquired property."
2. Non-Modification. Except to the extent amended and
modified hereby, all terms, provisions and conditions of the Loan Agreement
shall continue in full force and effect and shall remain unmodified and
enforceable.
IN WITNESS WHEREOF, the parties have executed this Amendment
effective as of the date first above written.
WORLD COMMERCE ONLINE, INC.,
as Borrower
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Chief Financial
Officer
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, as Lender
