WORLD COMMERCE ONLINE INC
MILLER CAPITAL 03/16/01 SECURED PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.55
<SEQUENCE>85
<FILENAME>g69370ex10-55.txt
<DESCRIPTION>MILLER CAPITAL 03/16/01 SECURED PROMISSORY NOTE
<TEXT>

<PAGE>   1
                                                                  EXHIBIT 10.55


                         SENIOR SECURED PROMISSORY NOTE

$100,000.00                                                      March 16, 2001

FOR VALUE RECEIVED, the undersigned World Commerce Online, Inc., a Delaware
corporation (hereinafter called the "BORROWER" or the "COMPANY"), promises to
pay to the order of Miller Capital Management, Inc., a Delaware corporation,
and its successors and assigns (hereinafter referred to as the "LENDER" or the
"NOTE HOLDER") together with interest thereon as hereinafter described, the
principal sum hereunder of One Hundred Thousand Dollars ($100,000), all in
accordance with the terms of that certain Loan and Pledge Agreement of even
date hereof between the Lender and the Borrower (the "LOAN AGREEMENT").

This Note is issued pursuant to the Loan Agreement and is entitled to the
benefits of the Loan Agreement, and the provisions of the Loan Agreement are
hereby incorporated herein by reference with the same effect as if they were
set forth in full. The Borrower agrees with the Note Holder that it will
perform and discharge each of the applicable covenants and agreements contained
in the Loan Agreement as from time to time amended or supplemented.

All loans made by the Note Holder to the Borrower under the Loan Agreement and
this Note and all payments of principal with respect thereto shall be recorded
by the Note Holder and endorsed on the schedule attached hereto which is part
of this Note, which endorsement shall constitute prima facie evidence of the
accuracy of the information endorsed absent manifest error; provided, however,
that the failure of the Note Holder to make any such endorsement or to make
such endorsement correctly shall not affect the obligation of the Borrower to
repay any loan made by the Note Holder to the Borrower.

Interest on the outstanding principal shall equal to ten percent (10%) per
annum 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.

The outstanding principal and interest is payable immediately upon receipt by
the Company of written demand for payment from Lender at which time at which
time all of the outstanding and unpaid principal and interest shall be due and
payable (the "MATURITY DATE").

Both principal and interest due hereunder shall be payable in lawful money of
the United States to such address that the Lender shall designate.


<PAGE>   2


1.       Application of Payments. Payments received for application to this
Note shall be applied first to the payment of accrued interest at the penalty
rate specified below, if any; second, to the payment of accrued interest at the
rate specified above; and, finally, the balance to reduce the principal amount
hereof.

2.       Corporate Covenants and Actions

         (a)      Lender Consent to Organic Change. The Borrower shall also
obtain written consent of the Lender to any Organic Change, dissolution or
liquidation, after having given written notice to the Lender at least 30 days
prior to the date on which any Organic Change, dissolution or liquidation shall
take place. "Organic Change" is any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of
the Company's assets or other transaction, in each case which is effected in
such a manner that the holders of shares of common stock of the Company are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for such common stock.

3.       Representations and Warranties of the Borrower

         (a)      Organization and Authority. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to enter into this
Note and to perform its obligations hereunder and to consummate the
transactions set forth herein. The Company has all requisite power and
authority to execute, deliver, and perform this Note. All necessary corporate
proceedings of the Company have been duly taken to authorize the execution,
delivery, and performance of this Note and the Lender Warrant by the Company.
This Note and the Lender Warrant are the legal, valid, and binding obligations
of the Company, and are enforceable as to the Company in accordance with their
terms.

         (b)      Compliance. All the consents required for compliance with the
terms of this Note have been acquired. Compliance with the terms of this 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.

         (c)      No Default. The Company is not, and shall not be as a result
of the 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.


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4.       Waivers

         (a)      Borrower's Waivers. Borrower and all other makers, sureties,
guarantors and endorsers hereof hereby waive presentment, protest, demand,
notice or dishonor, and all other notices, and all defenses and pleas on the
grounds of any extension or extensions of the time of payments or the due dates
of this Note, in whole or in part, before or after maturity, with or without
notice. No renewal or extension of this Note, no release or surrender of any
collateral given as security for this Note (if any), and no delay in
enforcement of this Note or in exercising any right or power hereunder, shall
affect the liability of Borrower.

         (b)      No Waiver by Lender. No single or partial exercise by Note
Holder of any right hereunder or under the Loan Agreement, shall preclude any
other or further exercise thereof or the exercise of any other rights. No delay
or omission on the part of Note Holder in exercising any right hereunder or
under the Loan Agreement shall operate as a waiver of such right or of any
other right under this Note or the Loan Agreement.

5.       Default

         (a)      Event of Default. Upon the occurrence of any one or more of
the following events, circumstances, or conditions shall constitute a default
hereunder ("EVENT OF DEFAULT"): (i) failure of the Borrower to pay to the
Lender promptly when the same shall become due (whether at scheduled maturity,
upon acceleration or otherwise) any of the obligations hereunder including, but
not limited to, any installment of principal or of interest due under this
Note, or any fees owing to the Lender; or (ii) the filing of any petition under
the Bankruptcy Act, or any similar federal or state Borrower-creditor statutes,
by Borrower, or the filing of such petition against Borrower; (iii) an
application for the benefit of creditors by or the insolvency of, Borrower;
(iv) the breach of any covenant contained herein, (v) any default under the
Loan Agreement; (vi) any Organic Changes, or (vii) any "Actionable Default" as
defined in that certain 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.

         (b)      Consequences of Event of Default.

                  (i)      At any time after the occurrence of the Event of
Default, the indebtedness evidenced by this Note and/or any note(s) or other
obligation(s) which may be taken in renewal, extension, substitution, or
modification of all or any part of the indebtedness evidenced hereby or thereby
and all other obligations of the Borrower to the Lender howsoever created and
existing shall, at the option of the Lender become due and payable without
demand upon the Borrower.


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<PAGE>   4


                  (ii)     Upon default in the payment of principal and/or
interest when due, all interest and principal outstanding shall, at the
discretion of the Lender, become immediately due and payable. Failure to
accelerate shall not constitute a waiver of the right to exercise the same in
the event of a subsequent default.

6.       Security. As security for the prompt and complete satisfaction of any
and all obligations of the Company under this Note, or under any other
agreement or note, now existing or hereafter arising, whether 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 those UCC-1 Financing Statements (the "UCC-1") filed with the
Secretary of State of the States of Florida, California, Delaware and
Pennsylvania (the "PLEDGED ASSETS"), which assets are now in existence,
together with after-acquired property (this Note and each UCC-1 shall
hereinafter be collectively defined as the "LOAN DOCUMENTS").

7.       Penalty Interest. Any amount of principal and/or interest evidenced by
this Note which is not paid when due, and is, therefore, delinquent whether at
stated maturity by acceleration or otherwise shall bear interest from the day
when due until such amount is paid in full payable on demand, at the maximum
rate permitted by law not to exceed eighteen percent (18%) per annum.

8.       Transferability. This Note and all rights hereunder are transferable,
in whole or in part without charge to the Lender, with a properly executed
assignment at the principal office of the Borrower.

9.       Miscellaneous

         (a)      Attorneys Fees. The Borrower hereby agrees to pay all
reasonable out-of-pocket costs and expenses, including court costs and
reasonable attorneys' fees, incurred by the Lender in the collection of the
indebtedness evidenced by this Note or in enforcing any of the rights powers,
remedies, and privileges of the Lender hereunder. As used in this Note, the
term "ATTORNEYS' FEES" shall mean reasonable charges and expenses for legal
services rendered to or on behalf of the Lender in connection with the
collection of the Indebtedness evidenced by this Note at any time whether prior
to the commencement of judicial proceedings and/or thereafter at the trial
and/or appellate level and/or in pre- and post judgment or bankruptcy
proceedings.

         (b)      Unenforceable Provision. If any provision of this Note shall
be deemed unenforceable under applicable law, such provision shall be
ineffective, but only to the extent of such unenforceability, without
invalidating the remainder of such provision or the remaining provisions of
this Note.


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         (c)      Successors and Assigns. This Note shall be binding upon the
successors and assigns of the Borrower and shall inure to the benefit of Note
Holder and its successors and assigns

         (d)      Amendment. This Note may not be modified, amended, waived,
extended, changed, discharged or terminated orally or by any act or failure to
act on the part of Borrower, but only by an agreement in writing signed by the
party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.

         (e)      Replacement Note. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Note, and (in case of loss, theft or destruction) of indemnity reasonably
satisfactory to it, and upon reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of any Note,
if mutilated, the Company will make and deliver a new Note of like tenor in the
principal amount of this Note then outstanding in lieu of such Note. Any Note
so made and delivered shall be dated as of the date to which interest shall
have been paid on the Note lost, stolen, destroyed or mutilated.

         (f)      Notice to Borrower. Any notice to Borrower provided for in
this Note shall be in writing and shall be given and be effective upon (i)
delivery to Borrower, (ii) receipt if sent by facsimile transmission or (iii)
mailing such notice by certified mail, return receipt requested, addressed to
Borrower at the Borrower's address stated below, or to such other address as
Borrower may designate by written notice to Note Holder. Any notice to Note
Holder shall be in writing and shall be given and be effective upon (i)
delivery to Note Holder, (ii) receipt if sent by facsimile transmission or
(iii) by mailing such notice by certified mail, return receipt requested, to
Note Holder at the address stated in the first paragraph of this Note, or to
such other address as Note Holder may designate by written notice to Borrower.

         (g)      Governing Law. This Note shall be construed and enforced
according to the laws of the State of Delaware without giving effect to its
principles of choice of laws.

LENDER AND BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, AND ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION


                                        World Commerce Online, Inc.

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


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<TABLE>
<CAPTION>
                            AMOUNT OF                     AMOUNT
DATE                          LOAN                      OUTSTANDING
<S>                         <C>                         <C>

</TABLE>
</TEXT>
</DOCUMENT>
