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                                                                   EXHIBIT 4.16



                           WARRANT PURCHASE AGREEMENT

    THIS WARRANT PURCHASE AGREEMENT is made as of April 29, 2000, by and
between i2 Technologies, Inc., a Delaware corporation (the "Investor"), and
World Commerce Online, Inc., a Delaware corporation (the "Company").

                                    RECITALS

    A. The Investor has agreed to (a) grant the License to the Company as
provided for in the License Agreement; and (b) assist the Company in the
Associated Activities.

    B. In consideration for the License and the Associated Activities, the
Company has agreed to pay the Investor certain fees as set forth in the License
Agreement, the Marketing Agreement and the Finder's Fee Agreement, to grant to
the Investor the Warrant.

    In consideration of the terms and conditions contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:

                                   AGREEMENT

                         ARTICLE I. GENERAL DEFINITIONS

    SECTION 1.1. DEFINED TERMS. Capitalized terms, when used herein, shall have
the following meanings:

    "Additional Stock" means any shares of the Company's Capital Stock, or
securities convertible, exercisable or exchangeable into the Company's Capital
Stock, issued by the Company after the Closing Date, other than Excluded Stock.

    "Affiliate" means, as to any Person, any other Person (a) that directly or
indirectly, through one or more intermediaries, controls or is controlled by,
or is under common control with, such Person; (b) that directly or indirectly
beneficially owns or holds five percent (5%) or more of any class of voting
Capital Stock of such Person; or (c) five percent (5%) or more of the voting
Capital Stock of which is directly or indirectly beneficially owned or held by
the Person in question. For purposes of this definition, the term "control"
means the possession, directly or indirectly, of the power to direct or cause
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise; provided, however, in
no event shall the Investor or a Holder of a Warrant or Common Stock issued
upon exercise of a Warrant be deemed an Affiliate of the Company.

    "Agreement" means this Warrant Purchase Agreement, including any and all
exhibits and schedules hereto, as the same may be from time to time amended,
modified or supplemented.


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    "Amended and Restated Registration Rights Agreement" has the meaning set
forth in Section 4.6.

    "Associated Activities" means certain marketing and public relations
activities relating to the License as set forth in more detail in the Marketing
Agreement and the services set forth in the Finder's Fee Agreement.

    "Business Day" means any day on which commercial banks are not authorized
or required to close in Dallas, Texas.

    "Capital Stock" means corporate stock and any and all shares, partnership
interests, limited partnership interests, limited liability company interests,
membership interests, equity interests, participations, rights or other
equivalents (however designated) of corporate stock or any of the foregoing
issued by any entity (whether a corporation, a partnership or another entity).

    "Closing Date" means the date of this Agreement.

    "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated and rulings issued thereunder.

    "Commission" means the Securities and Exchange Commission.

    "Common Stock" means the Company's common stock, $0.001 par value, as such
stock is constituted on the Closing Date, any stock into which such stock shall
be changed, converted or exchanged and any stock resulting from
reclassification of such stock.

    "Company" means World Commerce Online, Inc., a Delaware corporation.

    "Consolidation" and all related terms, including "consolidate,"
"consolidated" and "consolidating," whenever used in this Agreement or the
Other Agreements, whether capitalized or not, shall be deemed to expand the
meanings given those terms under GAAP to also include, pro rata based on
percentage ownership interest, any Subsidiaries of the corporation or entity in
question, even though such Subsidiaries are less than eighty percent (80%)
owned.

    "Equity Issuance" means any issuance by the Company of any Capital Stock of
the Company.

    "Exchange Act" means the Securities and Exchange Act of 1934, as amended.

    "Excluded Stock" means shares of Common Stock or other securities (a) for
which the Warrant is exercisable; (b) issued or reserved for issuance by the
Company for which adjustment is made under Section 4.3 with respect to shares
received upon exercise of the Warrant (i) as a stock dividend payable in shares
of Common Stock or other securities for which the Warrant is exercisable or
(ii) upon any subdivision or split-up of the outstanding shares of Common Stock
or other securities for which the Warrant is exercisable; (c) issued in
connection with warrants or


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convertible securities issued and outstanding on the date of this Agreement,
plus up to an additional 50,000 shares of Series A convertible preferred stock;
and (d) up to an aggregate of 5,000,000 shares issued in connection with the
exercise of options granted pursuant to the Company's 1999 Stock Option Plan.

    "Exercise Price" has the meaning set forth in the Warrant.

    "Expiration Date" has the meaning set forth in the Warrant.

    "Finder's Fee Agreement" means that certain Finder's Fee Agreement, dated
as of the date hereof, by and between the Investor and the Company, attached
hereto as Exhibit D.

    "GAAP" means generally accepted accounting principles, applied on a
consistent basis, as set forth in the Opinions of the Accounting Principles
Board of the American Institute of Certified Public Accountants and/or in
statements of the Financial Accounting Standards Board and/or their respective
successors and which are applicable to the circumstances as of the date in
question. Accounting principles are applied on a "consistent basis" when the
accounting principles applied in a current period are comparable in all
material respects to those accounting principles applied in a preceding period.

    "Governmental Authority" means any nation or government, any state,
provincial or political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

    "Governmental Requirement" means any law, statute, code, ordinance, order,
rule, regulation, judgment, decree, injunction, franchise, Permit, certificate,
license, authorization or other directive or requirement of any Governmental
Authority.

    "Holder" means any holder of Registrable Securities or anyone who holds
Registrable Securities to whom the registration rights conferred by this
Agreement have been transferred in compliance with this Agreement.

    "Intellectual Property" means any U.S. or foreign patents, patent
applications, trademarks, trade names, service marks, brand names, logos and
other trade designations (including unregistered names and marks), trademark
and service mark registrations and applications, copyrights and copyright
registrations and applications, inventions, invention disclosures, protected
formulae, formulations, processes, methods, trade secrets, computer software,
computer programs and source codes, manufacturing research and similar
technical information, engineering know-how, customer and supplier information,
assembly and test data drawings or royalty rights.

    "Investor" means i2 Technologies, Inc., a Delaware corporation, and its
permitted successors and assigns.

    "License" means the license of certain of the Investor's software to the
Company, as set forth in the License Agreement.


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    "License Agreement" means that certain Software License Agreement dated as
of the date hereof, between the Company and the Investor, attached hereto as
Exhibit B.

    "Lien" means any lien, mortgage, interest, security interest, tax lien,
financing statement, pledge, charge, hypothecation or other encumbrance of any
kind or nature whatsoever (including, without limitation, any conditional sale
or title retention agreement), whether arising by contract, operation of law or
otherwise.

    "Marketing Agreement" means that certain Joint Marketing Agreement, dated
as of the date hereof, between the Company and the Investor, attached hereto as
Exhibit C.

    "Material Adverse Effect" means any material adverse effect, or the
occurrence of any event or the existence of any condition that could reasonably
be expected to have a material adverse effect on (a) the prospects, business or
financial condition or performance of the Company and its Subsidiaries, taken
as a whole; (b) the validity or enforceability of this Agreement or any of the
Other Agreements; or (c) the rights and remedies of the Investor under this
Agreement or any of the Other Agreements.

    "Material Contracts" means any agreement or contract required to be
disclosed pursuant to the Exchange Act, and any and all amendments,
modifications, supplements, renewals or restatements thereof.

    "Other Agreements" means the Warrant, the License Agreement, the Marketing
Agreement, the Finder's Fee Agreement, the Amended and Restated Registration
Rights Agreement and all agreements, instruments and documents, whether
heretofore, now or hereafter executed by or on behalf of the Company or its
Subsidiaries and delivered to the Investor with respect to this Agreement or
any of the foregoing, and any and all amendments, modifications, supplements,
renewals, extensions or restatements thereof.

    "Permit" means any permit, certificate, approval, order, license or other
authorization.

    "Person" means and includes natural persons, corporations, limited
partnerships, limited liability companies, general partnerships, joint stock
companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and Governmental Authorities.

    "Property" means property or assets of all kinds, real, personal or mixed,
tangible or intangible (including, without limitation, all rights relating
thereto), whether owned or acquired on or after the Closing Date.

    "Registrable Securities" means any shares of Common Stock issuable to the
Investor or any other Holder upon exercise of the Warrant, any shares of Common
Stock issued to the Investor or any other Holder as a dividend on the Common
Stock covered by the Warrant, and any other shares of Common Stock
distributable on, with respect to, or in substitution for such Registrable
Securities, including those which have been transferred as permitted under this


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Agreement, except for those that have been sold or transferred pursuant to an
effective registration statement or pursuant to Rule 144 under the Securities
Act.

    "Registration Statement" means the Company's Form 10, as filed with the
Commission on February 14, 2000, together with any amendment thereto filed with
the Commission on or before the date hereof.

    "Securities Act" means the Securities Act of 1933, as amended.

    "Subsidiary" means, with respect to any Person, any corporation or other
entity of which at least a majority of the outstanding shares of stock or other
ownership interests having by the terms thereof ordinary voting power to elect
a majority of the board of directors (or Persons performing similar functions)
of such corporation or entity (irrespective of whether or not at the time, in
the case of a corporation, stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is, at the time, directly or indirectly owned or controlled by
such Person or one or more of its Subsidiaries or by such Person and one or
more of its Subsidiaries.

    "Warrant" means the warrant issued to the Investor by the Company, as
provided in Section 4.1 of this Agreement, substantially in the form of Exhibit
A hereto.

           ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

    The Company represents and warrants to the Investor that the following
statements are true, correct and complete as of the date hereof:

    SECTION 2.1 CORPORATE EXISTENCE AND AUTHORITY. Each of the Company and its
Subsidiaries (a) is a corporation, duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its incorporation or
organization; (b) has all requisite corporate or other power and authority to
own its Properties and carry on its business as now being and as proposed to be
conducted; and (c) is qualified to do business in all jurisdictions in which
the nature of its business or the ownership of its assets makes such
qualification necessary. The Company has the power and authority and legal
right to execute, deliver and perform its obligations under this Agreement and
the Other Agreements to which it is or may become a party. The Certificate of
Incorporation and Bylaws of the Company filed as exhibits to the Registration
Statement are true, correct and complete copies thereof as of the date of this
Agreement.

    SECTION 2.2 FINANCIAL STATEMENTS. The audited consolidated and
consolidating financial statements of the Company as of and for the fiscal year
ended December 31, 1999, as set forth in the Registration Statement, are true
and correct in all material respects, have been prepared in accordance with
GAAP and fairly and accurately present, on a consolidated and consolidating
(where applicable) basis, the financial condition of the Company and its
consolidated Subsidiaries as of the respective dates indicated therein and the
results of operations for the respective periods indicated therein. There has
not been, as of the Closing Date, any material adverse change in the financial
condition, results of operations, business, operations,


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capitalization, assets, liabilities or prospects of the Company or its
Subsidiaries since December 31, 1999.

    SECTION 2.3 CORPORATE ACTION; NO BREACH. The execution, delivery, and
performance by the Company of this Agreement and the Other Agreements to which
it is a party or may become a party and compliance with the terms and
provisions hereof and thereof have been duly authorized by all requisite
corporate action on the part of the Company and do not and will not (a) violate
or conflict with, or result in a breach (whether through notice or lapse of
time) of or require any consent under (i) the Certificate of Incorporation or
bylaws of the Company or any amendments to any of the foregoing; (ii) any
Governmental Requirements or any order, writ, injunction, or decree of any
Governmental Authority or arbitrator; or (iii) any Material Contract to which
the Company or its Subsidiaries is a party or by which the Company or its
Subsidiaries or any of the Property of such parties is bound or subject; or (b)
constitute a default (whether through notice or lapse of time) under any such
Material Contract, or result in the creation or imposition of any Lien upon any
of the revenues or Property of the Company or its Subsidiaries. The shares of
Common Stock to be issued upon exercise of the Warrant have been duly and
validly authorized and reserved for issuance, and when issued in compliance
with the terms of this Agreement and the Warrant, will be validly issued,
fully-paid and nonassessable and free of any preemptive rights.

    SECTION 2.4 OPERATION OF BUSINESS. The Company and each of its Subsidiaries
possess all material Permits, franchises, licenses and authorizations necessary
or appropriate to conduct their respective businesses substantially as now
conducted, and no suspension or cancellation of any such material licenses,
Permits, franchises, certificates, orders, approvals or authority is pending
or, to the Company's knowledge, threatened; and the transactions contemplated
by this Agreement and/or the Other Agreements will not cause any cancellation
or suspension or have any effect upon any of such licenses, Permits,
franchises, certificates, orders, approvals or authority.

    SECTION 2.5 INTELLECTUAL PROPERTY. The Company and each of its Subsidiaries
have ownership of, or valid licenses to use, all Intellectual Property used in
their respective businesses, the lack of which could reasonably be expected to
have a Material Adverse Effect on such parties. The present products or
services of the Company and each of its Subsidiaries do not infringe, to the
best knowledge of the Company, any patent, copyright, trademark or other
proprietary rights of others, and neither the Company nor any of its
Subsidiaries have received any notice from any third party of any such alleged
infringement by any of such party. The Company and each of its Subsidiaries
have taken all reasonable steps to establish and preserve their ownership of
all Intellectual Property that is material to the operation of the business of
the Company and each of its Subsidiaries. Neither the Company nor any of its
Subsidiaries is aware of any infringement by others of any Intellectual
Property of any of them.

    SECTION 2.6 LITIGATION. There is no action, suit, investigation or
proceeding before or by any court, Governmental Authority, or arbitrator
pending, or to the knowledge of the Company, threatened against or affecting
the Company or any of its Subsidiaries, that could reasonably be expected to,
if adversely determined, have a Material Adverse Effect or could


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adversely affect the ability of the Company or any of its Subsidiaries to pay
and perform its obligations hereunder.

    SECTION 2.7 RIGHTS IN AND SUFFICIENCY OF PROPERTIES. The Company and each
of its Subsidiaries have good and marketable title to, or valid leasehold
interests in, all of their respective Properties reflected in the financial
statements described in Section 2.2, except for goods sold in the ordinary
course of business since the date of the most recent of such financial
statements for each of them. As of the Closing Date, the Company and each of
its Subsidiaries own, and have good and marketable title to or valid leasehold
interests in, all Properties and assets, including furniture, fixtures, real
property, and equipment necessary to conduct their respective businesses, as
conducted and to complete the transactions and fulfill the obligations
contemplated hereby, and the Company and each of its Subsidiaries is in
compliance with all leases which it has assumed or to which it is a party.

    SECTION 2.8 ENFORCEABILITY. This Agreement and the Other Agreements to
which the Company is a party has been duly and validly executed and delivered
by the Company, and this Agreement and the Other Agreements constitute the
legal, valid, and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except as limited by
bankruptcy, insolvency, or other laws of general application relating to the
enforcement of creditors' rights and general principles of equity.

    SECTION 2.9 APPROVALS. Except for the consent of Interprise Technology
Partners, L.P., no authorization, approval, or consent of, and no filing or
registration with, or notice to, any court, Governmental Authority or third
party is or will be necessary for the execution, delivery or performance by the
Company of this Agreement or the Other Agreements to which the Company is a
party or for the validity or enforceability thereof. The Company has not failed
to obtain any material governmental consent, approval, license, Permit,
franchise or other governmental authorization necessary for the ownership or
use of any of its Properties or the conduct of its business.

    SECTION 2.10 TAXES. The Company and each of its Subsidiaries have filed all
material tax returns (federal, state, and local) required to be filed (subject
to allowable extensions), including all income, franchise, employment,
property, and sales and use tax returns, and have paid all of their respective
liabilities for taxes, assessments, governmental charges, and other levies that
are due and payable, and there are no pending or, to the knowledge of the
Company, threatened investigation of the Company or any of its Subsidiaries by
any taxing authority or of any pending but unassessed tax liability of the
Company or any of its Subsidiaries, other than with respect to taxes in an
aggregate amount as to which would not, if an adverse determination is made
with respect to such taxes, have a Material Adverse Effect on such Person. No
tax Liens have been filed and no claims are being asserted against the Company
or any of its Subsidiaries or any of their Affiliates, with respect to any
taxes. As of the Closing Date, none of the income tax returns of the Company or
any of its Subsidiaries or any of their Affiliates are under audit. The
charges, accruals and reserves on the books of the Company and each of its
Subsidiaries in respect of taxes or other governmental charges are in
accordance with GAAP.


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    SECTION 2.11 DISCLOSURE. No statement, information, report, representation,
or warranty made by the Company or any of its Subsidiaries in the Registration
Statement or any other report to or filing made with the Commission, this
Agreement or in any Other Agreement or furnished to the Investor by the Company
in connection with the negotiation or preparation of this Agreement or the
Other Agreements contains any untrue statement of a material fact or omits to
state any material fact necessary to make the statements herein or therein not
misleading. There is no fact known to the Company not disclosed in writing to
the Investor that has had a Material Adverse Effect, or that could reasonably
be expected in the future to have a Material Adverse Effect.

    SECTION 2.12 CAPITALIZATION; SUBSIDIARIES.

                 (a) On and as of the Closing Date, the authorized Capital
Stock, the par value per share and the number of shares issued and outstanding
with respect to the Capital Stock of the Company is as specified on Schedule
2.12.

                 (b) All of the issued and outstanding Capital Stock of the
Company has been validly issued and is fully paid and nonassessable. Except as
set forth on Schedule 2.12, and other than the Warrant, there are no
outstanding subscriptions, options, warrants, calls or rights (including
preemptive rights) or other agreements or commitments of any nature to acquire,
and no outstanding securities or instruments convertible into, Capital Stock of
the Company.

    SECTION 2.13 AGREEMENTS. The Company is not in default in any material
respect in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement, document or
instrument binding on it or its Properties, except for instances of
noncompliance that, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

    SECTION 2.14 COMPLIANCE WITH LAWS. None of the Company or any of its
Subsidiaries is in violation of any Governmental Requirement, except for
instances of non-compliance that, individually or in the aggregate, could not
have a Material Adverse Effect. The Company and each of its Subsidiaries have
complied, and will comply with, all material requirements of applicable
federal, state and local laws, and regulations thereunder, including federal
and state securities laws.

    SECTION 2.15 MATERIAL CONTRACTS. All Material Contracts of the Company and
each of its Subsidiaries have been filed as exhibits to the Registration
Statement. All of the Material Contracts are in full force and effect and none
of the Company or any of its Subsidiaries is in material default under any
Material Contract and, to the knowledge of the Company after due inquiry, no
other Person that is a party thereto is in default under any of the Material
Contracts. None of the Material Contracts prohibit the transactions
contemplated under the this Agreement and the Other Agreements.

    SECTION 2.16 COMPLIANCE WITH SECURITIES LAWS. None of the Company or any of
its Subsidiaries has offered or sold any securities in violation of any federal
or state securities laws.


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The Company has made all filings required under the Act, the Exchange Act and
the rules and regulations promulgated and rulings issued under the Act and the
Exchange Act, and such filings have been made timely.

    SECTION 2.17 AFFILIATED TRANSACTIONS. The Registration Statement contains a
description of all material compensation and other agreements of the Company
with, or for the benefit of, its Affiliates, any stockholder of the Company or
any of its Subsidiaries, or any Affiliate of any stockholder of the Company or
any of its Subsidiaries.

    SECTION 2.18 BROKERAGE. There are no claims for brokerage commissions,
finder's fees or similar compensation arrangements in connection with the
transactions contemplated by this Agreement or the Other Agreements.

    SECTION 2.19 REGISTRATION RIGHTS. Except as set forth in the Amended and
Restated Registration Rights Agreement, and except as set forth in the
Registration Statement, the Company is not under any contractual obligation to
register any of its presently outstanding securities or any of its securities
that may hereafter be issued.

                       ARTICLE III. AFFIRMATIVE COVENANTS

    The Company hereby covenants and agrees that, as long as the Investor holds
the Warrant or Common Stock issued or issuable upon exercise of the Warrant, it
will perform and observe the following covenants:

    SECTION 3.1 REPORTING REQUIREMENTS. The Company will furnish to the
Investor:

                (a) Annual Financial Statements. As soon as available, and in
any event within one hundred and twenty (120) days after the end of each fiscal
year of the Company, beginning with the fiscal year ending December 31, 1999, a
copy of the annual audit report of the Company and its consolidated
Subsidiaries as of the end of and for such fiscal year then ended containing,
on a consolidated and consolidating basis, balance sheets and statements of
income, retained earnings and cash flow, in each case setting forth in
comparative form the figures for the preceding fiscal year, all in reasonable
detail and audited and certified by independent certified public accountants of
recognized national standing acceptable to the Investor, and containing no
qualification thereto, to the effect that such report has been prepared in
accordance with GAAP; and

                (b) Quarterly Financial Statements. As soon as available, and
in any event within forty-five (45) days after the end of the first, second and
third fiscal quarters of each fiscal year of the Company, beginning with the
fiscal quarter ending March 31, 2000, a copy of (i) an unaudited financial
report of the Company and its consolidated Subsidiaries as of the end of such
fiscal quarter and for the portion of the fiscal year then ended, containing,
on a consolidated and consolidating basis, balance sheets and statements of
income, retained earnings and cash flow, in each case setting forth in
comparative form the figures for the corresponding period from the preceding
fiscal year, all in reasonable detail certified by the chief financial officer
of the Company to have been prepared in accordance with GAAP (except for
certain


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footnote disclosures) and to fairly and accurately present (subject to
non-material year-end audit adjustments) the financial condition and results of
operations of the Company and its consolidated Subsidiaries, on a consolidated
and consolidating basis, at the date and for the periods indicated therein, and
containing information regarding any guaranties and other contingent debt in
detail consistent with the information regarding guaranties and other
contingent debt contained in the Company's annual audit report; and (ii)
management's financial reports comparing actual financial results for the
period to the current budget for the period.

                (c) Suspension of Requirements. The covenants of the Company
contained in Sections 3.1(a) and 3.1(b) shall be suspended for such periods as
the Company is subject to the reporting requirements of the Exchange Act.

    SECTION 3.2 MAINTENANCE OF EXISTENCE; CONDUCT OF BUSINESS. The Company will
preserve and maintain its corporate existence and all of its material leases,
privileges, licenses, Permits, franchises, qualifications, Intellectual
Property, Property and rights that are necessary or appropriate to the ordinary
conduct of its business as the same may now or hereafter be conducted. The
Company will conduct its business in an orderly and efficient manner in
accordance with good business practices.

    SECTION 3.3 TAXES AND CLAIMS. The Company and each of its Subsidiaries will
pay or discharge at or before maturity or before becoming delinquent all
material taxes, levies, assessments, and governmental charges imposed on it or
its income or profits or any of its Property; provided, however, that neither
the Company nor any of its Subsidiaries shall be required to pay or discharge
any such tax, levy, assessment, governmental charge or claim that is being
contested in good faith by appropriate proceedings diligently pursued, and for
which adequate reserves have been established under GAAP.

    SECTION 3.4 INSPECTION RIGHTS. The Company and each of its Subsidiaries
will permit representatives and agents of the Investor, during normal business
hours and upon reasonable notice, to examine, copy and make extracts from its
books and records, to visit and inspect its Properties and to discuss its
business, operations and financial condition with its officers and independent
certified public accountants, subject to any applicable securities laws.

    SECTION 3.5 KEEPING BOOKS AND RECORDS. The Company will maintain
appropriate books of record and account in accordance with GAAP consistently
applied in which true, full and correct entries will be made of its dealings
and business affairs.

    SECTION 3.6 COMPLIANCE WITH LAWS. The Company and each of its Subsidiaries
will comply with all Governmental Requirements, except for instances of
noncompliance that could not have, individually or in the aggregate, a Material
Adverse Effect.

    SECTION 3.7 RESERVE FOR WARRANT SHARES. The Company shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, for the purpose of effecting the exercise of the Warrant and otherwise
complying with the terms of this Agreement, such number of its duly authorized
shares of Common Stock as shall be sufficient to effect the exercise of the
Warrant from time to time outstanding or otherwise to comply with the terms of


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this Agreement. If, at any time, the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the exercise of the Warrant or
otherwise to comply with the terms of this Agreement, the Company will forthwith
take such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes. The Company will obtain any authorization, consent, approval
or other action by or make any filing with any court or administrative body that
may be required under applicable state securities laws in connection with the
issuance of shares of Common Stock upon exercise of the Warrant.

                              ARTICLE IV. WARRANT

    SECTION 4.1 ISSUANCE OF WARRANT. On the Closing Date, the Company shall
issue the Warrant to the Investor. The Warrant will be exercisable from time to
time into an aggregate of 1,250,000 shares of Common Stock, subject to
adjustment as provided under Section 4.3. The Warrant may be exercised in whole
or in part at any time or from time to time after the Closing Date and on or
until the date that is the fifth anniversary of the Closing Date.

    SECTION 4.2 REPRESENTATIONS OF THE INVESTOR. The Investor represents to the
Company as follows:

                (a) The Investor (i) is an "Accredited Investor," as that term
is defined in Regulation D under the Securities Act; (ii) has such knowledge,
skill and experience in business and financial matters, based on actual
participation, that it is capable of evaluating the merits and risks of an
investment in the Company and the suitability thereof as an investment for the
Investor; (iii) has received such documents and information as it has requested
and has had an opportunity to ask questions of representatives of the Company
concerning the terms and conditions of the investment proposed herein, and such
questions were answered to the satisfaction of the Investor; and (iv) is in a
financial position to hold the Warrant and shares of Common Stock issued upon
exercise thereof for an indefinite time and is able to bear the economic risk
and withstand a complete loss of its investment in the Company.

                (b) The Investor is acquiring the Warrant and any Common Stock
issuable upon exercise thereof for investment for its own account and not with
a view to, or for resale in connection with, any distribution thereof.

                (c) The Investor understands that the Warrant and any Common
Stock issuable upon exercise thereof have not been registered under applicable
state or federal securities laws. The Investor acknowledges that by virtue of
the provisions of certain rules respecting "restricted securities" promulgated
by the Commission, the shares of Common Stock issuable upon the exercise of the
Warrant will be required to be held indefinitely, unless and until registered
under the Securities Act and applicable state securities laws, or unless an
exemption from the registration requirements of the Securities Act and
applicable state securities laws is available, in which case the Investor may
still be limited as to the number of such shares that may be sold. The Investor
agrees that neither the Warrant nor the shares of Common Stock issued on
exercise thereof will be offered, sold or transferred (except by registration
under the Securities Act and applicable state securities laws) in the absence
of a favorable opinion of


                                     -11-
<PAGE>   12


counsel reasonably satisfactory to the Company, in form and substance
reasonably satisfactory to the Company, or other evidence reasonably acceptable
to the Company as appropriate, that the Warrant or any shares issuable upon
exercise of the Warrant may not be sold without registration under the
Securities Act and applicable state securities laws, and the certificates
representing the Warrant and any Common Stock issuable upon exercise thereof
will bear a conspicuous legend in substantially the form set forth below:

                THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
    REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
    ACT"), OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL
    NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED
    (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR
    PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY
    OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY
    TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE A
    VIOLATION OF THE 1933 ACT AND THE STATE ACTS.

    Notwithstanding the foregoing, the certificates representing the Warrant
and any Common Stock issuable upon exercise thereof need not bear the foregoing
legend if (i) such transfer is in accordance with the provisions of Rule 144
promulgated under the Securities Act (or any other rule permitting public sale
without registration under the Securities Act); or (ii) the opinion of counsel
referred to above is to the further effect that the transferee and any
subsequent transferee (other than an affiliate of the Company) would be
entitled to transfer such securities in a public sale without registration
under the Securities Act.

                (d) All action on the part of the Investor necessary for the
acquisition of the Warrant and the consummation of the transactions
contemplated herein, has been duly and validly taken, and this Agreement is a
valid and binding obligation of the Investor, enforceable against the Investor
in accordance with its terms, except as limited by bankruptcy, insolvency, or
other laws of general application relating to the enforcement of creditors'
rights and general principles of equity.

    SECTION 4.3 ADJUSTMENTS. If any of the following events shall occur at any
time or from time to time prior to the exercise of the Warrant, the following
adjustments shall be made in the Exercise Price and/or the number of shares
then purchasable upon the exercise of the Warrant, as appropriate:

                (a) In case the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares, the
Exercise Price in effect immediately prior to such subdivision shall be
proportionately reduced and the number of shares purchasable under the Warrant
shall be proportionately increased; and conversely, in case the Common Stock of
the Company shall be combined into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination shall be proportionately
increased and the number of shares purchasable hereunder shall be
proportionately reduced.


                                     -12-
<PAGE>   13


                (b) If the Company shall declare a dividend on its Common Stock
payable in Common Stock or other securities of the Company or of any other
corporation, or other Property (other than cash), to holders of record of
Common Stock as of a date prior to the date of exercise of the Warrant, the
Investor shall, without additional cost, be entitled to receive upon the
exercise of the Warrant, in addition to the Common Stock to which the Investor
is otherwise entitled upon such exercise, the number of shares of Common Stock
or other securities, or Property (other than cash) that the Investor would have
been entitled to receive if the Investor had been a holder of the number of
shares of Common Stock that the Investor actually received upon exercise of the
Warrant on such record date.

                (c) In case of any capital reorganization or reclassification
of the Common Stock, or the consolidation or merger of the Company with or into
another corporation, or any sale of all or substantially all of the Company's
Property, or any liquidation of the Company, the Investor, upon the exercise of
the Warrant on or before the record date for determination of stockholders
entitled thereto, shall receive, in lieu of any shares of Common Stock, the
proportionate share of all stock, securities or other Property issued, paid or
delivered for or on all of the Common Stock as is allocable to the shares of
Common Stock then exercisable under the Warrant.

                (d) No fractional shares of Common Stock are to be issued upon
the exercise of the Warrant, but the Company shall pay a cash adjustment in
respect of any fraction of a share that would otherwise be issuable in an
amount equal to the same fraction of the fair market value per share of Common
Stock on the day of exercise, as reasonably determined by the Board of
Directors of the Company; provided, however, that such determination shall not
take into account any restraints on the transferability of the Common Stock.

                (e) The Exercise Price and the number of shares into which the
Warrant is exercisable shall also be subject to adjustment from time to time as
follows:

                       (i) If the Company shall issue any Additional Stock
(including Additional Stock deemed to be issued pursuant to Section 4.3(e)(ii),
below) without consideration or for a consideration per share less than the
Exercise Price in effect on the date of and immediately prior to such issue,
then and in such event, the Holder shall, upon the exercise of this Warrant, be
entitled to receive, without payment of any additional consideration therefor,
the number of shares of Common Stock equal to $[9,375,000] divided by the
product of the existing Exercise Price (as adjusted) and a fraction (i) the
numerator of which is the sum of (A) the total number of shares of Common Stock
issued and outstanding plus (B) the number of shares of Additional Stock that
can be purchased at the existing Exercise Price for the total consideration
received or deemed to be received for the issuance or deemed issuance of shares
of Additional Stock and (ii) the denominator of which is the Common Stock
issued and outstanding plus the number of shares of Additional Stock issued or
deemed to be issued in the new issuance or deemed issuance, and the Exercise
Price shall be adjusted accordingly. For purposes of the foregoing sentence,
the total number of shares of Common Stock outstanding shall be deemed to
include the number of shares of Common Stock that would be outstanding if all
outstanding securities exercisable for or convertible into Common Stock were so
exercised or converted, and


                                     -13-
<PAGE>   14


all securities exercisable for or convertible into securities exercisable for
or convertible into Common Stock were exercised or converted, as applicable,
and then converted or exercised, as applicable.

                  (ii) If the Company shall issue options to purchase or rights
to subscribe for Additional Stock (or securities exercisable for or convertible
into options to purchase or rights to subscribe for Additional Stock), the
following provisions shall apply:

                           (A) The aggregate maximum number of shares of Common
Stock deliverable upon exercise of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the time such
options or rights were issued and for a consideration equal to the
consideration (determined in the manner provided in paragraphs (e)(iii) and
(e)(iv) of this Section 4.3), if any, received by the Company upon the issuance
of such options or rights plus the minimum purchase price provided in such
options or rights for the Common Stock covered thereby;

                           (B) The aggregate number of shares of Common Stock
deliverable upon conversion of, or in exchange for, any such convertible or
exchangeable securities or upon the exercise of options to purchase or rights
to subscribe for such convertible or exchangeable securities and subsequent
conversion or exchange thereof shall be deemed to have been issued at the time
such securities were issued or such options or rights were issued and for a
consideration equal to the consideration, if any, received by the Company for
any such securities and related options or rights (excluding any cash received
on account of accrued interest or accrued dividends), plus the additional
consideration, if any, to be received by the Company upon the conversion or
exchange of such securities or the exercise of any related options or rights
(the consideration in each case to be determined in the manner provided in
paragraphs (e)(iii) and (e)(iv) of this Section 4.3);

                           (C) In the event of any change in the number of
shares of Common Stock deliverable upon exercise of such options or rights or
upon conversion of, or in exchange for, such convertible or exchangeable
securities, including, but not limited to, a change resulting from the
antidilution provision thereof, the Exercise Price (or, if applicable, the
number of shares into which the Warrant is exercisable, if such number was
previously adjusted under this Section 4.3(e)) in effect at the time shall
forthwith be readjusted to such Exercise Price (or, if applicable, as provided
above, the number of shares into which the Warrant is exercisable) as would
have been obtained, had the adjustment that was made upon the issuance of such
options, rights or securities not converted prior to such change (or the
options or rights related to such securities not converted prior to such
change) been made upon the basis of such change; and

                           (D) No further adjustment of the applicable Exercise
Price (or, if applicable, the number of shares into which the Warrant is
exercisable, if such number was previously adjusted under this Section 4.3(e))
shall be made for the actual issuance of Common Stock (or the issuance of
securities convertible into Common Stock upon the exercise of any such options
or rights) upon the exercise of any such options or rights or the conversion or
exchange of such securities after the adjustments have been made under this
paragraph (e)(ii)(D) of this Section 4.3.


                                     -14-
<PAGE>   15


                  (iii) In the case of the issuance of Additional Stock for
cash, the consideration shall be deemed to be the amount of cash paid therefor
before deducting any reasonable discounts, commissions or other expenses
allowed, paid or incurred by the Company for any underwriting or otherwise in
connection with the issuance and sale thereof.

                  (iv) In the case of the issuance of Additional Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair value thereof as determined in good faith
by the Company's Board of Directors.

    SECTION 4.4 NOTICES OF CERTAIN EVENTS.

                (a) In the event of (i) any setting by the Company of a record
date with respect to the holders of any class of securities of the Company for
the purpose of determining which of such holders are entitled to dividends or
other distributions, or any right to subscribe for, purchase or otherwise
acquire any shares of Common Stock or any other securities or Property, or to
receive any other right; (ii) any capital reorganization of the Company, or
reclassification or recapitalization of the Common Stock of the Company or any
transfer of all or substantially all of the assets of the Company to, or
consolidation or merger of the Company with or into, any other entity or
Person; (iii) any voluntary dissolution or winding up of the Company; or (iv)
any proposed issue or grant by the Company of any shares of Common Stock or any
other securities, or any right or option to subscribe for, purchase or
otherwise acquire any shares of Capital Stock or any other securities of the
Company (other than Common Stock issued pursuant to exercise of the Warrant)
then, and in each such event, the Company will mail or cause to be mailed to
the Investor or any other Holder of the Warrant at the time, a notice
specifying, as the case may be: (A) the date on which any such record is to be
set for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution, or right; (B) the date as
of which the holders of record shall be entitled to vote on any reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
conveyance, dissolution, liquidation, or winding-up; (C) the date on which any
such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, conveyance, dissolution, liquidation, or winding-up is
to take place and the time, if any is to be fixed, as of which the holders of
record of Common Stock (or such other Capital Stock or securities receivable
upon the exercise of the Warrant) shall be entitled to exchange their shares of
Common Stock (or such other Capital Stock or securities) for securities or
other Property deliverable upon such event; or (D) the amount and character of
any Capital Stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the consideration to be received
therefor and, in the case of rights or options, the exercise price thereof, and
the date of such proposed issue or grant and the Persons or class of Persons to
whom such proposed issue or grant will be offered or made. Any such notice
shall be given as provided in Section 6.10 of this Agreement, at least thirty
(30) days prior to the date therein specified and the Holder of the Warrant may
exercise its Warrant within the thirty (30) day period from the date of mailing
of such notice.

                (b) If there shall be any adjustment as provided in Section
4.3, or if securities or Property other than shares of Common Stock of the
Company shall become


                                     -15-
<PAGE>   16


purchasable in lieu of shares of such Common Stock upon exercise of the
Warrant, the Company shall forthwith cause written notice thereof to be sent as
provided in Section 6.10, to the Investor or any other Holder of the Warrant at
the address of such Person shown on the books of the Company, which notice
shall be accompanied by a certificate of the chief financial officer of the
Company setting forth in reasonable detail the basis for the Investor or any
other Holder becoming entitled to purchase such shares and the number of shares
that may be purchased and the Exercise Price thereof, or the facts requiring
any such adjustment and the Exercise Price and number of shares purchasable
after such adjustment, or the kind and amount of any such securities or
Property so purchasable upon the exercise of the Warrant, as the case may be.
At the request of the Investor or any other Holder and upon surrender of the
Warrant, the Company shall reissue the Warrant in a form conforming to such
adjustments.

    SECTION 4.5 LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If the Warrant
shall become lost, stolen, mutilated, or destroyed, the Company shall, on such
reasonable terms as to indemnity or otherwise as it may impose, including,
without limitation, the delivery by the Investor to the Company (at the
Investor's expense) of an affidavit of lost instrument and an indemnity
agreement, issue a new warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall
constitute an original contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
time enforceable by anyone.

    SECTION 4.6 REGISTRATION RIGHTS. The Investor shall have registration
rights as set forth in the Amended and Restated Registration Rights Agreement
dated as of the date hereof by and among the Company, the Investor, Interprise
Technology Partners, L.P., and the other parties named therein, attached hereto
as Exhibit F (the "Amended and Restated Registration Rights Agreement").

                        ARTICLE V. CONDITIONS PRECEDENT

    SECTION 5.1 CONDITIONS TO THE OBLIGATIONS OF THE INVESTOR. The obligation
of the Investor to purchase the Warrant under this Agreement on the Closing
Date is subject to the satisfaction of the following conditions precedent or
execution and delivery to the Investor of the following agreements, documents
or instruments, as the case may be:

                (a) Resolutions. A copy of resolutions approving this Agreement
and authorizing the transactions contemplated hereby, duly adopted by the Board
of Directors of the Company, accompanied by a certificate of the secretary of
the Company, dated as of the Closing Date, certifying that such copy is a true
and correct copy of resolutions duly adopted at a meeting of, or by unanimous
written consent of, the Board of Directors of the Company and that such
resolutions have not been amended, modified, or revoked in any respect, and are
in full force and effect as of the Closing Date;

                (b) Consents. Copies of all material consents or waivers
necessary for the execution, delivery and performance by the Company of this
Agreement and the Other Agreements to which it is a party, including the
consent of Interprise Technology Partners, L.P., in a form satisfactory to the
Investor;


                                     -16-
<PAGE>   17


                (c) Regulatory Approvals. Evidence satisfactory to the Investor
that all filings, consents or approvals with or of Governmental Authorities
necessary to consummate the transactions contemplated by this Agreement and the
Other Agreements have been made and obtained, if any;

                (d) Compliance with Laws. As of the Closing Date, the Company
shall have complied with all Governmental Requirements necessary to consummate
the transactions contemplated by this Agreement and the Other Agreements;

                (e) No Prohibitions. No Governmental Requirement shall prohibit
the consummation of the transactions contemplated by this Agreement or any of
the Other Agreements and no order, judgment or decree of any Governmental
Authority or arbitrator shall, and no litigation or other proceeding shall be
pending or threatened which would, enjoin, prohibit, restrain or otherwise
adversely affect in any material manner the consummation of the transactions
contemplated by this Agreement or the Other Agreements or otherwise have a
Material Adverse Effect;

                (f) No Material Adverse Change. As of the Closing Date, no
material adverse change shall have occurred with respect to the financial
condition, results of operations, business, operations, capitalization, assets,
liabilities or prospects of the Company since December 31, 1999;

                (g) Representations and Warranties. The representations and
warranties made by the Company in this Agreement and the Other Agreements or
that are contained in any certificate, document or financial or other statement
of the Company furnished under or in connection with this Agreement or the
Other Agreements shall be true and correct on and as of the Closing Date;

                (h) The Warrant. The Warrant duly executed, properly completed
and dated as of the Closing Date;

                (i) License Agreement. The License Agreement duly executed,
properly completed and dated as of the Closing Date;

                (j) Marketing Agreement. The Marketing Agreement duly executed,
properly completed and dated as of the Closing Date;

                (k) Finder's Fee Agreement. The Finder's Fee Agreement duly
executed, properly completed and dated as of the Closing Date;

                (l) Amended and Restated Registration Rights Agreement. The
Amended and Restated Registration Rights Agreement duly executed, properly
completed and dated as of the Closing Date; and


                                     -17-
<PAGE>   18


                (m) Closing Certificate. The Company shall, concurrently with
the Closing Date, execute and deliver to the Investor a closing certificate in
form and substance satisfactory to the Investor certifying as to the
satisfaction of each of the conditions precedent set forth in this Section 5.1
that are required to be satisfied on or before the Closing Date.

    SECTION 5.2 CONDITIONS TO THE OBLIGATIONS OF THE COMPANY. The obligation of
the Company to issue the Warrant to the Investor under this Agreement on the
Closing Date is subject to the satisfaction of the following conditions
precedent or execution and delivery to the Company of the following agreements,
documents or instruments, as the case may be:

                (a) Representations and Warranties. The representations and
warranties made by the Investor in this Agreement and the Other Agreements or
that are contained in any certificate or document of the Investor furnished
under or in connection with this Agreement or the Other Agreements shall be
true and correct on and as of the Closing Date;

                (b) License Agreement. The License Agreement duly executed,
properly completed and dated as of the Closing Date;

                (c) Marketing Agreement. The Marketing Agreement duly executed,
properly completed and dated as of the Closing Date;

                (d) Finder's Fee Agreement. The Finder's Fee Agreement duly
executed, properly completed and dated as of the Closing Date;

                (e) Amended and Restated Registration Rights Agreement. The
Amended and Restated Rights Agreement duly executed, properly completed and
dated as of the Closing Date;

                (f) Regulatory Approvals. Evidence satisfactory to the Company
that all filings, consents or approvals with or of Governmental Authorities
necessary to consummate the transactions contemplated by this Agreement and the
Other Agreements have been made and obtained, if any;

                (g) Compliance with Laws. As of the Closing Date, the Investor
shall have complied with all Governmental Requirements necessary to consummate
the transactions contemplated by this Agreement and the Other Agreements;

                (h) No Prohibitions. No Governmental Requirement shall prohibit
the consummation of the transactions contemplated by this Agreement or any of
the Other Agreements and no order, judgment or decree of any Governmental
Authority or arbitrator shall, and no litigation or other proceeding shall be
pending or threatened which would, enjoin, prohibit, restrain or otherwise
adversely affect in any material manner the consummation of the transactions
contemplated by this Agreement or the Other Agreements or otherwise have a
Material Adverse Effect; and


                                     -18-
<PAGE>   19


                (i) Closing Certificate. The Investor shall, concurrently with
the Closing Date, execute and deliver to the Company a closing certificate in
form and substance satisfactory to the Company certifying as to the
satisfaction of each of the conditions precedent set forth in this Section 5.2
that are required to be satisfied on or before the Closing Date.

                           ARTICLE VI. MISCELLANEOUS

    SECTION 6.1 MODIFICATION OF AGREEMENT; SALE OF INTEREST.

                (a) This Agreement and the Other Agreements may not be
modified, altered or amended, except by an agreement in writing signed by the
Investor and the Company. The Company may not sell, assign or transfer this
Agreement, or any portion hereof, including, without limitation, any of the
Company's rights, titles, interests, remedies, powers, obligations and/or
duties hereunder. The Investor may, subject to the provisions of Section 6.1(b)
below, sell, assign, transfer or otherwise dispose of, at any time or times
hereafter, this Agreement or the Warrant (including all or part of its rights
under the Warrant), or any portion hereof or thereof, including, without
limitation, the Investor's rights, title, interests, remedies, powers, and/or
duties hereunder or thereunder, and such transferee or assignee must agree to
be bound by the terms and conditions of this Agreement.

                (b) Anything to the contrary in this Agreement notwithstanding,
if the Investor has assigned any of its rights as permitted hereunder, the
rights of the Investor, including the right to grant any consent or waiver or
to enter into any amendment to this Agreement may be exercised by the holders
of the majority in interest of the Common Stock issued or issuable under the
Warrant.

    SECTION 6.2 EXPENSES. Except as set forth in the Other Agreements, each
party shall bear its own expenses in connection with the transactions
contemplated by this Agreement and the Other Agreements including any finder's
or broker's fees for which such party is responsible.

    SECTION 6.3 WAIVER BY THE INVESTOR. The Investor's failure, at any time or
times hereafter, to require strict performance by the Company of any provision
of this Agreement shall not waive, affect or diminish any right of the Investor
thereafter to demand strict compliance and performance therewith. Any
suspension or waiver by the Investor of a breach under this Agreement or the
Other Agreements shall not suspend, waive or affect any other breach by the
Company under this Agreement or the Other Agreements, whether the same is prior
or subsequent thereto and whether it is of the same or of a different type.
None of the undertakings, agreements, warranties, covenants and representations
of the Company or its Subsidiaries contained in this Agreement or the Other
Agreements and no breach by the Company under this Agreement or the Other
Agreements shall be deemed to have been suspended or waived by the Investor,
unless such suspension or waiver is by an instrument in writing signed by an
officer of the Investor and directed to the Company specifying such suspension
or waiver.

    SECTION 6.4 SEVERABILITY. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by, or invalid under, applicable law, such


                                     -19-
<PAGE>   20


provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.

    SECTION 6.5 PARTIES. Subject to the provisions of Section 6.1 hereof, this
Agreement and the Other Agreements shall be binding upon and inure to the
benefit of the successors and permitted assigns of the Company and the
Investor.

    SECTION 6.6 NO FIDUCIARY RELATIONSHIP. The Investor has no fiduciary or
other special relationship with the Company, and no term or condition of the
Agreement or the Other Agreements shall be construed so as to deem the
relationship between the Company and the Investor, to be such. No joint venture
or partnership is created by this Agreement among the Company and the Investor.

    SECTION 6.7 ENTIRE AGREEMENT. This Agreement and the Other Agreements
constitute the entire agreement of the parties with respect to the Warrant.

    SECTION 6.8 EQUITABLE RELIEF. The Company recognizes that, in the event it
fails to perform, observe or discharge any of its obligations or liabilities
under this Agreement or the Other Agreements, any remedy of law may prove to be
inadequate relief to the Investor; therefore, the Company agrees that the
Investor, if the Investor so request, shall be entitled to temporary and
permanent injunctive relief in any such case without the necessity of proving
actual damages.

    SECTION 6.9 GOVERNING LAW. This agreement shall be governed by and
construed under the laws of the State of Delaware without giving effect to any
choice or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.

    SECTION 6.10 NOTICES. All notices, requests, consents, approvals or demands
to or upon the respective parties hereto shall be given or made to each party
at the address set forth for such party under "Address for Notices" specified
below such party's name on the signature pages to this Agreement. Unless
otherwise specified herein, all such notices, requests, consents, approvals and
demands given or made in connection with the terms and provisions of this
Agreement shall be deemed to have been given or made when personally delivered,
or, if mailed, upon the earlier of actual receipt by the addressee or three (3)
days after sent by registered or certified mail, postage prepaid, or, in the
case of overnight courier service (which may be utilized hereunder), when
delivered by the overnight courier company to the respective address specified
above, or, in the case of telecopy or facsimile transmission (which may be
utilized hereunder), within the first business hour (9:00 a.m. to 5:00 p.m.,
local time for the recipient, on any Business Day) after receipt by the
respective addressee. Any party may change the address or transmission number
to which notices shall be directed hereunder by giving ten (10) days written
notice of such change to the other parties.

    SECTION 6.11 SECTION TITLES. The section titles contained in this Agreement
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.


                                     -20-
<PAGE>   21


    SECTION 6.12 CONFIDENTIAL TREATMENT. The parties agree (a) that all
agreements, instruments, documents and other information that is confidential
(or otherwise not public) received pursuant to this Agreement or any Other
Agreement by a party or its directors, officers, agents and other
representatives shall be held in strict confidence by that party, and (b) that
it shall take all reasonable steps to cause its directors, officers, agents and
other representatives to hold the same in strict confidence, in each case,
except as required to be disclosed by applicable law; provided, however, that
this provision shall not be a restriction on transfer as permitted under
Section 6.1 of this Agreement.

    SECTION 6.13 COUNTERPARTS. This Agreement may be executed in a number of
identical counterparts, each of which, for all purposes, is to be deemed an
original, and all of which collectively constitute one agreement, but in making
proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart. A facsimile or photocopy of an executed
counterpart of this Agreement shall be sufficient to bind the party or parties
whose signature(s) appear thereon.

    SECTION 6.14 FURTHER ASSURANCES. Each party will execute and deliver such
further agreements, documents and instruments and take such further action as
may be reasonably requested by the other party to carry out the provisions and
purposes of this Agreement and the Other Agreements.

    IN WITNESS WHEREOF, this Warrant Purchase Agreement has been duly executed
and delivered as of the day and year first written above.

                                             THE INVESTOR:

                                             i2 Technologies, Inc.



                                             By: /s/ Robert Donohoo
                                                 -------------------------------
                                             Name: Robert Donohoo
                                                   -----------------------------
                                             Title: Corporate Counsel
                                                    ----------------------------


                                             Address for Notices:

                                             i2 Technologies, Inc.
                                             11701 Luna Road
                                             Dallas, Texas 75234
                                             Attn: Legal Department
                                             Telecopy: (469) 357-6566


                                     -21-
<PAGE>   22


                                             THE COMPANY:

                                            World Commerce Online, Inc.



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


                                             Address for Notices:

                                             World Commerce Online, Inc.
                                             9677 Tradepost Drive
                                             Orlando, Florida 32827
                                             Attn: Mark Patten
                                             Telecopy: (407) 240-8999


                                     -22-
<PAGE>   23


                                   Exhibit A
                                    Warrant


<PAGE>   24

                                   Exhibit B
                               License Agreement





<PAGE>   25


                                   Exhibit C
                              Marketing Agreement


<PAGE>   26


                                   Exhibit D
                             Finder's Fee Agreement



<PAGE>   27

                                   Exhibit E
               Amended and Restated Registration Rights Agreement