WORLD COMMERCE ONLINE INC
GEORGE W. GUTHRIE 01/17/01 AGREEMENT 2ND AMENDMENT
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>51
<FILENAME>g69370ex10-21.txt
<DESCRIPTION>GEORGE W. GUTHRIE 01/17/01 AGREEMENT 2ND AMENDMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.21

                                SECOND AMENDMENT
                                       TO
                            LOAN AND PLEDGE AGREEMENT


         THIS SECOND AMENDMENT TO THE LOAN AND PLEDGE AGREEMENT (this
"AMENDMENT") is made as of February 12, 2001 by and between World Commerce
Online, Inc., a Delaware corporation (the "COMPANY"), and George G. Guthrie, 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 17, 2001 in the amount of One Hundred
Twenty-Five Thousand Dollars ($125,000) (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; and

         WHEREAS, the Company and the Lender agree to further amend and modify
the Loan Agreement to extend the maturity date of the Senior Secured Promissory
Note (the "NOTE") and, to reflect the new maturity date of the Note, the Company
and the Lender agree to cross out the old maturity date, February 14, 2001, from
the fifth paragraph on the first page of the Note, to write in the new maturity
date of April 12, 2001 beside the crossed-out old maturity date, and to sign the
Note by the new maturity date to evidence the agreement of the parties in
amending the maturity date of the Note;

         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 1.3 of the Loan
Agreement shall be amended and restated as follows:

                  "1.3 Repayment. The outstanding principal and interest is
         payable no later than April 12, 2001 at which time all of the
         outstanding and unpaid principal and interest shall be due and payable
         (the "MATURITY DATE"). All payments of principal and interest shall be
         made in U.S. Dollars."

         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/ Mark E. Patten
                                ---------------------------------------
                                Mark E. Patten, Chief Financial Officer


                                  /s/ George G. Guthrie
                                ---------------------------------------
                                George G. Guthrie, as Lender
</TEXT>
</DOCUMENT>
