WORLD COMMERCE ONLINE INC
11/14/00 DC SENIOR SECURED PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>22
<FILENAME>g68022ex10-10.txt
<DESCRIPTION>11/14/00 DC SENIOR SECURED PROMISSORY NOTE
<TEXT>

<PAGE>   1
                                                                   Exhibit 10.10

                         SENIOR SECURED PROMISSORY NOTE


$1,000,000.00                                             Orlando, Florida
                                                          November 14, 2000
                                                                   --

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 DC Investment Partners Exchange Fund, L.P., a Tennessee
limited partnership (hereinafter referred to as the "LENDER" or the "NOTE
HOLDER"), the principal sum hereunder of up to One Million Dollars ($1,000,000),
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 no later than February 12,
2001 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.

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.

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


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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, 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 shall operate as a waiver of such right
or of any other right under this Note.

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, or (v) any default under the Loan Agreement.

         (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.

                  (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. This Note shall be secured by a pledge and Borrower hereby grants
unto Lender a senior security interest in the Borrower's assets as set forth in
that UCC-1 Financing Statement ("UCC-1") filed with the Secretary of State of
the


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<PAGE>   4

State of Florida, all of even date herewith (this Note and 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.

         (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,


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<PAGE>   5

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 (with confirmation
of such receipt by the sender) 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 (with confirmation of such receipt by the sender) 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/ Michael W. Poole
                                           ----------------------------
                                        Name:  Michael W. Poole
                                             --------------------------
                                             Title: Vice Chairman


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


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</TABLE>




</TEXT>
</DOCUMENT>
