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EXHIBIT 10.32
THIRD AMENDMENT
TO
LOAN AND PLEDGE AGREEMENT
THIS THIRD 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 Xxx Xxxxxx, an
individual (the "LENDER").
RECITALS:
WHEREAS, for value received, the Company and the Lender executed a Loan
and Pledge Agreement dated as of January __, 2001 in the amount of Fifty
Thousand Dollars ($50,000) (the "LOAN AGREEMENT");
WHEREAS, on February 1, 2001, the Company and the Lender executed that
certain First Amendment to Loan and Pledge Agreement to clarify certain
provisions;
WHEREAS, on February 12, 2001, the Company and the Lender executed that
certain Second 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 Lender 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 Lender all of its respective right, title
and interest in and grants Lender a senior security interest in the
Company's assets as set forth in Schedule 3.1 attached hereto (the
"PLEDGED ASSETS") 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/ Xxxxxxxx X. Xxxxxx
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Xxx Xxxxxx, as Lender
