WORLD COMMERCE ONLINE INC
12/20/00 INTERPRISE LOAN & PLEDGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>31
<FILENAME>g68022ex10-19.txt
<DESCRIPTION>12/20/00 INTERPRISE LOAN & PLEDGE AGREEMENT
<TEXT>

<PAGE>   1
                                                                   Exhibit 10.19

                            LOAN AND PLEDGE AGREEMENT

                  This LOAN AND PLEDGE AGREEMENT (this "AGREEMENT") is made as
of December 20, 2000, by and among World Commerce Online, Inc., a Delaware
corporation (the "COMPANY"), and Interprise Technology Partners, L.P., a
Delaware limited partnership ("LENDER").

                                     RECITAL

                  1. The Company has requested Lender to lend it up to Five
Hundred Thousand Dollars ($500,000) and Lender is willing to provide the loan,
which loan is to be evidenced by a Senior Secured Promissory Note secured by a
pledge of all of the assets of the Company, all subject to the terms and
conditions stated herein.

                                    AGREEMENT

                  In consideration of the agreements and covenants contained
herein, together with other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


                  SECTION 1. TERMS OF THE LOAN

                  1.1. THE LOAN. Lender agrees, on the terms and conditions
hereinafter set forth, to make loans to the Company in the aggregate principal
amount of Five Hundred Thousand Dollars ($500,000) (the "LOAN"). The proceeds of
the Loan shall be used by the Company for general working capital purposes.

                  1.2. THE LENDER NOTE. The Loan shall be evidenced by a Senior
Secured Promissory Note dated the date hereof (the "LENDER NOTE"), representing
the obligation of the Company to repay the Loan, together with interest thereon.
A form of the Lender Note is attached hereto as Exhibit A. The Company
authorizes Lender to endorse the date and amount of the Loan and any prepayment
on the schedule annexed to and constituting a part of the Lender Note, which
endorsement shall constitute prima facia evidence of the accuracy of the
information, in the absence of manifest error. The failure to record any such
amount or any error in recording shall not, however, limit or otherwise affect
the obligations of the Company to repay the principal amount of the Loan
together with all interest accruing thereon.

                  1.3. REPAYMENT. The outstanding principal and interest is
payable no later than February 14, 2001 at which time all of the outstanding and
unpaid principal and interest


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shall be due and payable (the "MATURITY DATE"). All payments of principal and
interest shall be made in U.S. Dollars.

                  1.4. INTEREST. Interest on the outstanding principal shall
equal to ten percent (10%) per annum (the "INTEREST RATE") and shall accrue from
the date on which principal was advanced. Interest shall be calculated on the
basis of a three hundred and sixty five (365) day year.

                  1.5 LENDER WARRANT. The Company shall issue to Lender a
warrant dated the date hereof, in the form attached hereto as Exhibit B (the
"Lender Warrant").


                  SECTION 2. CONDITIONS PRECEDENT

                  2.1. DOCUMENTS REQUIRED FOR CLOSING. The obligation of Lender
to make the Loan is subject to the conditions precedent that the Company shall
have delivered to Lender prior to the disbursement of the Loan the following:

                  (A) THIS AGREEMENT. This Agreement, duly executed by an
authorized officer of the Company and Lender.

                  (B) THE LENDER NOTE. The Lender Note, duly executed by an
authorized officer of the Company.

                  (C) THE LENDER WARRANT. The Lender Warrant, duly executed by
an authorized officer of the Company.

                  (D) OPINION OF COUNSEL. The opinion, addressed to the Lender,
of Greenberg Traurig, P.A., counsel for the Company, dated the date hereof,
concerning corporate existence, authority and enforceability of this Agreement,
the Lender Note and the Lender Warrant.

                  (E) UCC-1. Copies of UCC-1 Financing Statements ("UCC-1")
filed with the Secretary of State of the States of Florida, California, Delaware
and Pennsylvania and listing Lender as the secured party.

                  (F) ADDITIONAL MATTERS. All other documents in connection with
the transactions contemplated hereby reasonably requested by Lender.


                  SECTION 3. PLEDGE AND SECURITY AGREEMENTS

                  3.1. SECURITY INTEREST AND PLEDGE. As security for the prompt
and complete satisfaction of all obligations of the Company under this Agreement
and the Lender Note, whether


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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").

                  3.2 DEFAULT. If the Company defaults in the payment of the
principal or interest under the Lender Note when it becomes due (whether upon
acceleration or otherwise) or any other event of default under the Lender Note
or this Agreement occurs (including the bankruptcy or insolvency of the
Company), Lender may exercise any and all the rights, powers and remedies of any
owner of the Pledged Assets and shall have and may exercise without demand any
and all the rights and remedies granted to a secured party upon default under
the Uniform Commercial Code of the State of Florida or otherwise available to
Lender under applicable law. Without limiting the foregoing, Lender is
authorized to sell, assign and deliver at its discretion, from time to time, all
or any part of the Pledged Assets at any private sale or public auction, on not
less than ten days written notice to the Company, at such price or prices and
upon such terms as Lender may deem advisable. The Company shall have no right to
redeem the Pledged Assets after any such sale or assignment. At any such sale or
auction, Lender may bid for, and become the purchaser of, the whole or any part
of the Pledged Assets offered for sale. In case of any such sale, after
deducting the costs, attorneys' fees and other expenses of sale and delivery,
the remaining proceeds of such sale shall be applied to the principal of and
accrued interest on the Lender Note; provided that after payment in full of the
indebtedness evidenced by the Lender Note, the balance of the proceeds of sale
then remaining shall be paid to the Company and the Company shall be entitled to
the return of any of the Pledged Assets remaining in the hands of Lender. The
Company shall be liable for any deficiency if the remaining proceeds are
insufficient to pay the indebtedness under the Lender Note in full, including
the fees of any attorneys employed by Lender to collect such deficiency.

                  3.3 COSTS AND ATTORNEYS' FEES. All costs and expenses
(including court costs and reasonable attorneys' fees) incurred in exercising
any right, power or remedy conferred by this Agreement or in the enforcement
thereof, shall become part of the indebtedness secured hereunder and shall be
paid by the Company or repaid from the proceeds of the sale of the Pledged
Assets hereunder.

                  3.4 PAYMENT OF INDEBTEDNESS AND RELEASE OF PLEDGED ASSETS.
Upon payment in full of the indebtedness evidenced by the Lender Note, Lender
shall surrender the Pledged Assets to the Company together with all forms of
assignment.

                  3.5 NO OTHER LIENS; NO SALES OR TRANSFERS. The Company hereby
represents and warrants that it has good and valid title to all of the Pledged
Assets, free and clear of all liens, security interests and other encumbrances
(other than liens and security interests in favor of Participating Creditors as
defined in the Intercreditor Agreement dated as of December 6, 2000, by and
among Interprise Technology Partners LP, Drax Holdings, LP, Viscaya Investments,
Inc., DC Investment Partners Exchange Fund, L.P., Fred Drasner and Martin and
Ruth Krall and the Company), and the Company hereby covenants that, until such
time as all of the outstanding principal of and interest on the Lender Note has
been repaid, the Company shall not (i) create,


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incur, assure or suffer to exist any pledge, security interest, encumbrance,
lien or charge of any kind against the Pledged Assets or the Company's rights or
a holder thereof, other than pursuant to this Agreement, or (ii) sell or
otherwise transfer any Pledged Assets or any interest therein, other than in the
ordinary course of the Company's business.

                  3.6 FURTHER ASSURANCES. The Company agrees that at any time
and from time to time upon the written request of Lender the Company shall
execute and deliver such further documents (including UCC financing statements)
and do such further acts and things as Lender may reasonably request in order to
effect the purposes of this Agreement.


                  SECTION 4. REPRESENTATIONS AND WARRANTIES. In addition to the
representations and warranties contained in Section 3.5 above, in order to
induce Lender to enter into this Agreement, the Company represents and warrants
to Lender that:

                  4.1. DUE ORGANIZATION, GOOD STANDING AND AUTHORITY. The
Company is duly organized, validly existing and in good standing under the laws
of the state of Delaware and is qualified to do business in every jurisdiction
where necessary in light of its business and properties, except where the
failure to be so qualified would not have a material adverse effect on the
business or financial condition of the Company. The Company has full power,
authority and legal right (a) to own or lease its assets and properties and to
conduct its business as now being conducted, (b) to incur its obligations under
and to perform the terms of this Agreement, the Lender Note and the Lender
Warrant, and (c) to issue the Lender Warrant and Warrant Stock (as defined in
the Lender Warrant).

                  4.2. DUE AUTHORIZATION; NON-CONTRAVENTION. The execution and
delivery by the Company of this Agreement, the Lender Note, the Lender Warrant
and all ancillary instruments issued hereunder, and the performance of the terms
hereof and thereof will not be, or result in, a violation, breach or default of
any law, agreement or instrument to which the Company is a party.

                  4.3. VALIDITY. This Agreement, the Lender Note and the Lender
Warrant when delivered will be legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms.

                  4.4. SHARES. Upon exercise of the Lender Warrant in accordance
with its terms as contemplated therein, the Warrant Shares (as defined therein)
will be duly authorized, validly issued, fully paid, and nonassessable, will not
be issued in violation of any preemptive rights, and the holders of the Warrant
Shares will have good title to such shares, free and clear of all liens,
security interests, pledges, charges, encumbrances, shareholders' agreements and
voting trusts. Upon conversion of the Warrant Shares into Common Stock in
accordance with the Certificate of Incorporation, the Common Stock then issued
will be duly authorized, validly issued, fully paid, and nonassessable, will not
be issued in violation of any preemptive rights, and the holders of the Common
Stock will have good title to such shares, free and clear of all liens, security
interests, pledges, charges, encumbrances, shareholders' agreements and voting
trusts.


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                  4.5 COMPLIANCE. All the consents required for compliance with
the terms of this Agreement and the Lender Note have been acquired. Compliance
with the terms of this Agreement and the Lender Note will not cause the Company
to lose any interest in or the benefit of any asset, right, license or privilege
it presently owns or enjoys or cause any person who normally does business with
the Company not to continue to do so on the same basis as previously, and will
not give rise to or cause to become exercisable any option or right of
preemption.

                  4.6 NO DEFAULT. The Company is not, and shall not be as a
result of this Agreement or the Lender Note, in default under any instrument
constituting any indebtedness or under any guarantee of any indebtedness and
there is no reason why any such indebtedness or guarantee should be called or
the liabilities thereunder accelerated before their due date (if any) or any
loan facilities terminated.

                  4.7 CAPITALIZATION. The authorized capital stock of the
Company consists of 100,000,000 shares of capital stock, consisting of
90,000,000 shares of Common Stock, par value $.001 per share, and 10,000,000
shares of Preferred Stock, par value $.001 per share, of which 4,250,000 are
designated as Series A Convertible Preferred Stock, par value $.001 per share,
5,110,000 are designated as Series B Preferred Stock, par value $.001 per share,
and 91,802 are designated as Series C Preferred Stock, par value $.001 per
share. The Company has 16,283,647 shares of Common Stock, 4,250,000 shares of
Series A Convertible Preferred Stock, 5,000,000 shares of Series B Preferred
Stock and 91,802 shares of Series C Preferred Stock issued and outstanding.
Except as set forth in Schedule 4.7 attached hereto, the Company does not have
outstanding any stock or securities convertible or exchangeable for any shares
of its capital stock or containing any profit participation features, nor does
it have outstanding any rights or options to subscribe for or to purchase its
capital stock or any stock or securities convertible into or exchangeable for
its capital stock or any stock appreciation rights or phantom stock plans. The
Company is not be subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock or any
warrants, options, or other rights to acquire its capital stock, except pursuant
to its Certificate of Incorporation. All of the outstanding shares of the
Company's capital stock are and shall be validly issued, fully paid, and
nonassessable.

                  4.8 LITIGATION. Except at set forth in Schedule 4.8 attached
hereto, there is no action, suit or proceeding, by or before any governmental or
regulatory authority, court, arbitral tribunal or other body now pending (or, to
the best knowledge of the Company, threatened) against or affecting the Company
or any of its properties, rights, or assets or which may effect the legality or
enforceability of this Agreement or the Lender Note.


                  SECTION 5. COVENANTS. In addition to the covenants contained
in Section 3.5 above, the Company covenants and agrees that, from the date
hereof until the Maturity Date and for so long as the Loan remains outstanding
and unpaid, in whole or in part, or any other amount is owing to Lender under
this Agreement, unless Lender shall otherwise consent in writing, the


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Company will promptly give notice to Lender as soon as it becomes aware of (a)
any Event of Default (as defined in Section 6) or (b) any other matter, event or
thing that has had or could reasonably have a material adverse effect on the
Company or its financial condition.


         SECTION 6. EVENTS OF DEFAULT AND REMEDIES

         6.1. EVENTS OF DEFAULT. The occurrence and continuance of any one or
more of the following events (whether or not in the control of the Company)
shall constitute an Event of Default:

                  (A) NONPAYMENT. The Company shall fail to make, on or before
the due date, in the manner required, any payment of principal, interest or any
other sums due under this Agreement.

                  (B) OTHER DEFAULTS; CURE PERIOD. The Company shall fail to
observe or perform any of its covenants contained in this Agreement, other than
the covenants and provisions relating to payments in paragraph (a) above, and
the Company shall have not remedied such default within ten (10) business days
after such default.

                  (C) REPRESENTATION OR WARRANTY. Any representation, warranty
or statement made or deemed to be made by the Company herein or in any document
given hereunder shall prove to have been untrue in any material respect as of
the time made.

                  (D) INSOLVENCY. The Company shall generally not pay its debts
as such debts become due, or shall admit in writing its inability to pay its
debts generally, or shall make a general assignment for the benefit of
creditors; or (i) the Company shall commence any voluntary bankruptcy
proceeding, or (ii) there shall be commenced against the Company by another
party any such case, proceeding or other action in bankruptcy which remains
unstayed, undismissed or undischarged for a period of 60 days.

         6.2. ACCELERATION. On the Date of Default, there shall immediately be
due and payable to Lender the amount of the Loan outstanding, plus accrued
interest and all other amounts owed by the Company pursuant to this Agreement.
All amounts under this Section 6 are due and payable without presentment,
demand, protest and all other notices of any kind are hereby expressly waived by
the Company.

         6.3. REMEDIES UPON EVENT OF DEFAULT.

                  (A) GENERAL. Subject to Section 6.3(b) below, if any Event of
Default shall have occurred and be continuing, Lender may proceed to protect and
enforce his rights as holder of the Lender Note, either by suit in equity or by
action at law, or both, whether for the specific performance of any covenant or
agreement contained in this Agreement or in aid of the exercise of any power
granted in this Agreement, and may proceed to enforce the payment of all


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amounts due upon the Lender Note, and such further amounts as shall be
sufficient to cover the costs and expenses of collection (including, without
limitation, court costs and reasonable counsel fees and disbursements), or to
enforce any other legal or equitable right of the holder of the Lender Note. In
addition, Lender shall have all the rights of a pledgee in possession of the
Pledged Assets under the applicable provisions of law and of the Uniform
Commercial Code as in effect in the State of Florida, and any other jurisdiction
where any of the Collateral is located, and all rights and remedies provided in
Section 3 of this Agreement or at law or in equity or otherwise.

                  (B) REMEDIES CUMULATIVE. No remedy conferred in this Agreement
or the Lender Note upon Lender is intended to be exclusive of any other remedy
and each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or now or hereafter existing at law or in
equity or otherwise.

                  (C) REMEDIES NOT WAIVED. No course of dealing between the
Company and Lender and no delay or failure in exercising any rights hereunder or
under the Lender Note in respect thereof, shall operate as a waiver of any of
the rights of Lender


         SECTION 7. MISCELLANEOUS

         7.1. NOTICES. All notices, demands or other communications in
connection with this Agreement shall be in writing and shall be delivered by
hand, sent by registered or certified mail or by facsimile addressed to the
parties as set forth below (or to such other address as the parties may
designate by notice):

                  If to Lender:

                           Interprise Technology Partners, L.P.
                           1001 Brickell Bay Drive, 30th Floor
                           Miami, FL 33131
                           Attention:  J.C. Campuzano
                           Fax: (305) 374-3317

                  With a copy (which shall not constitute notice) to:

                           Hogan & Hartson L.L.P.
                           555 13th Street, NW
                           Washington, DC 20004
                           Attention:  J. Hovey Kemp
                           Fax:  (202) 637-5910


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                  If to the Company to:

                           World Commerce Online, Inc.
                           9677 Tradeport Drive
                           Orlando, FL  32827
                           Attention:  Mark Patten
                           Fax: (407) 240-9228

                  With a copy (which shall not constitute notice) to:

                           Greenberg Traurig, P.A.
                           111 North Orange Avenue, 20th Floor
                           Orlando, FL 32801
                           Attention:  Tucker Byrd
                           Fax: (407) 420-5909

A notice delivered by hand to a party shall be deemed received when delivered. A
notice sent by mail shall be deemed received on the fifth business day after
mailing. A notice sent by facsimile shall be deemed received upon receipt of the
relevant confirmation or answerback.

                  7.2. AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement or the Lender Note, nor consent to any departure by the
Company therefrom, shall be effective unless the same shall be in writing and
signed by the parties, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

                  7.3. COSTS AND EXPENSES. The Company shall reimburse Lender
for its reasonable fees and expenses (including its reasonable fees and expenses
of its counsel and other advisors) which Lender has incurred in connection with
the transaction. In addition, the Company agrees to pay, and hold Lender
harmless against liability for the payment of: (i) its reasonable fees and
expenses (including its reasonable fees and expenses of its counsel and other
advisors) arising in connection with the interpretation and enforcement of its
rights under, this Agreement, the other agreements contemplated hereby, the
Articles of Incorporation and the Company's Bylaws, and the consummation of the
transactions contemplated hereby and thereby (including, but not limited to,
court costs and reasonable fees and expenses arising with respect to any
subsequent or proposed acquisitions, sales, mergers, or recapitalizations by the
Company and its Subsidiaries); (ii) the reasonable fees and expenses incurred
with respect to any amendments or waivers (whether or not the same become
effective) under or in respect of this Agreement, the other agreements
contemplated hereby and the Articles of Incorporation and the Company's Bylaws;
(iii) reasonable travel expenses and other reasonable out-of-pocket fees and
expenses as have been or may be incurred by Lender its directors, officers and
employees in connection with the transactions contemplated hereby (including,
but not limited to, reasonable fees and expenses incurred in attending
Company-related meetings); and (iv) stamp and other Taxes which may be payable
in respect of the execution and delivery of this Agreement, the


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filing of the UCC-1 or the issuance, delivery, or acquisition of any shares of
Stock upon exercise of the Lender Warrant.

                  7.4. INDEMNIFICATION. The Company will indemnify and hold
harmless Lender and his agents, representatives and employees against any and
all costs, claims, losses and expenses (including reasonable attorneys' fees)
sustained or incurred as a consequence of, arising from or related to the
negotiation, execution and performance of this Agreement, the Lender Note, the
Lender Warrant and all collateral agreements.

                  7.5. BINDING EFFECT; ASSIGNMENT OF RIGHTS. This Agreement
shall become effective when it has been executed by the parties and thereafter
shall be binding upon and inure to the benefit of the Company and Lender and
their respective successors, transferees and assigns, except that the Company
shall not have the right to transfer or assign any of its rights or obligations
hereunder without the prior written consent of Lender

                  7.6. GOVERNING LAW. This agreement shall be governed in
accordance with the laws of the state of Delaware, without giving effect to its
choice of law principles.

                  7.7. COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be
executed in counterparts and executed signature pages sent to the other party by
facsimile transmission shall be binding as evidence of such party's agreement
hereto and acceptance hereof.

                  7.8. ENTIRE AGREEMENT. This Agreement and the other documents
referred to herein, constitute the entire agreement between Lender and the
Company and no other agreements, promises, representations and warranties
(express or implied), except those expressly set forth herein have been relied
upon by the Company or have been made by Lender.




                      [THIS SPACE INTENTIONALLY LEFT BLANK]


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                  IN WITNESS WHEREOF, each of the undersigned has caused this
Agreement to be duly executed and delivered by its respective duly authorized
officers as of the day and year first above written.

                                   COMPANY:

                                   World Commerce Online, Inc.



                                   By:         /s/ Mark E. Patten
                                               ---------------------------
                                   Name:            Mark E. Patten
                                               ---------------------------
                                   Title:          Chief Financial Officer
                                               ---------------------------


                                   Interprise Technology Partners, L.P.


                                   By:          /s/ David R. Parker
                                                --------------------------
                                   Name:            David R. Parker
                                                --------------------------
                                   Title:           Managing Partner
                                                --------------------------

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                                  SCHEDULE 3.1

                                 PLEDGED ASSETS

(i)      All accounts receivable, accounts, chattel paper, contracts, contract
         rights (including, without limitation, royalty agreements, license
         agreements and distribution agreements), documents, instruments, money,
         cash or cash equivalents, deposit accounts and general intangibles,
         including, without limitation, returns, repossessions, books and
         records relating thereto, equipment containing said books and records,
         computer hardware, furniture, and all investment property including
         securities and securities entitlements;

(ii)     All goods including, without limitation, equipment and inventory
         (including, without limitation, all export inventory);

(iii)    All guarantees and other security therefor;

(iv)     Any and all copyright rights, copyright applications, copyright
         registrations and like protections in each work or authorship and
         derivative work thereof, whether published or unpublished and whether
         or not the same also constitutes a trade secret, now or hereafter
         existing, created, acquired or held (collectively, the "Copyrights");

(v)      Any and all trade secrets, and any and all intellectual property rights
         in computer software and computer software products now or hereafter
         existing, created, acquired or held;

(vi)     Any and all design rights which may be available to Debtor now or
         hereafter existing, created, acquired or held;

(vii)    Any and all patents, patent applications and like protections including
         without limitation improvements, divisions, continuations, renewals,
         reissues, extensions and continuations-in-part of the same
         (collectively, the "Patents");

(viii)   Any and all trademark and servicemark rights, whether registered or
         not, applications to register and registrations of the same and like
         protections, and the entire goodwill of the business of Debtor
         connected with and symbolized by such trademarks (collectively, the
         "Trademarks");

(ix)     Any and all claims for damages by way of past, present and future
         infringement of any of the rights included above, with the right, but
         not the obligation, to sue for and collect such damages for said use or
         infringement of the intellectual property rights identified above;

(x)      All licenses or other rights to use any of the Copyrights, Patents or
         Trademarks, and all license fees and royalties arising from such use to
         the extent permitted by such license or rights;


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(xi)     All amendments, renewals and extensions of any of the Copyrights,
         Trademarks or Patents; and

(xii)    All proceeds and products of any kind of or from any of the foregoing,
         including without limitation all payments under insurance or any
         indemnity or warranty payable in respect of any of the foregoing.



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                                  SCHEDULE 4.7

                                 CAPITALIZATION



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                                  SCHEDULE 4.8

                                   LITIGATION













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