WORLD COMMERCE ONLINE INC
ITP JANUARY 3, 2001 SENIOR SECURED PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>34
<FILENAME>g69370ex10-4.txt
<DESCRIPTION>ITP JANUARY 3, 2001 SENIOR SECURED PROMISSORY NOTE
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.4

                         SENIOR SECURED PROMISSORY NOTE


$450,000.00                                                      January 3, 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 Interprise Technology Partners, L.P. 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
up to Four Hundred Fifty Thousand Dollars ($450,000), 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. 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 the UCC-1 Financing Statements ("UCC-1") filed with the Secretary of
State of the States of Florida, California, Delaware and Pennsylvania, all of
even date herewith (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.

         (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.


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<PAGE>   5

         (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
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<S>                               <C>                           <C>
</TABLE>
</TEXT>
</DOCUMENT>
