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EXHIBIT 10.27
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 Xxxxxx Xxxxxxx, 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 One Hundred Thousand Dollars ($100,000) (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/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, as Lender
