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                                                                   EXHIBIT 4.21


                                FIRST AMENDMENT
                                       TO
                                    WARRANT

                  THIS FIRST AMENDMENT TO WARRANT (this "AMENDMENT") is made as
of February 14, 2001 by and between World Commerce Online, Inc., a Delaware
corporation (the "COMPANY"), and Interprise Technology Partners, L.P. (the
"WARRANT HOLDER").

                                   RECITALS:

                  WHEREAS, the Company granted the Warrant Holder a warrant
dated as of December 28, 2000 (the "WARRANT") representing the right to
purchase shares of capital stock of the Company under the terms of the warrant;
and

                  WHEREAS, the parties agree to amend the Warrant to amend
certain definitions and the provisions relating to the exercise price and the
adjustment of Warrant Shares upon issuance of Additional Shares of Common.

                  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.       Recitals. The foregoing recitals are true and
correct and constitute a part of this Amendment.

                  2.       Amendments to the Warrant. The Warrant shall be
amended as follows:

                           a.       The "$5.00" in the first line of Section
1(d)(i)(A) shall be deleted and shall be replaced by "$1.00".

                           b.       Section 1(d)(i)(B) shall be amended and
restated in its entirety as follows:

                                    "(B)     the price per share of Series D
Preferred Stock issued in an investment of no less than $10,000,000 in Series D
Preferred Stock (an investment of no less than $10,000,000 in a Series D
Preferred Stock is referred to as a "QUALIFIED SERIES D INVESTMENT"), subject
to adjustment as set forth in this Warrant."

                           c.       In Section 1(e)(ii)(C), (1) the "$100,000"
in the fourth (4th) line shall be deleted and shall be replaced by "$550,000",
(2) the "$5.00" in the fourth (4th) and ninth (9th) lines shall be deleted and
shall be replaced by "$1.00" in each such line, (3) the phrase "February 14,
2001" in the last sentence shall be deleted and replaced by the phrase
"consummation of a Qualified Series D Investment" and (4) the phrase "Series D
Qualified Investment" in the last sentence shall be deleted and replaced by the
phrase "Qualified Series D Investment".

                           d.       The "$4" in the fourth (4th) and last lines
of Section 1(e)(ii)(D) shall be deleted and shall be replaced by "$1.00" in
each such line.

                           e.       The "$100,000" in the ninth (9th) line of
Section 7(d) shall be deleted and shall be replaced by "$550,000".

                  3.       Non-Modification. Except to the extent amended and
modified hereby, all terms, provisions and conditions of the Warrant 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 Company

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


                                    INTERPRISE TECHNOLOGY PARTNERS, L.P.,
                                      as Warrant Holder

                                    By:   /s/ JC Campuzano
                                       ----------------------------------------
                                       Juan Carlos Campuzano, Principal