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                                                                   EXHIBIT 10.12

                                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 Bank Morgan Stanley AG
(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 16, 2001 in the amount
of One Million Dollars ($1,000,000) (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

                                       BANK MORGAN STANLEY AG, as Lender



                                       By: /s/ B. Busenhart Pope
                                          -------------------------------------
                                          Name: Bettina Busenhart Pope
                                          Title: VP



                                       By: /s/ R. Bucher
                                          -------------------------------------
                                          Name: R. Bucher
                                          Title: VP