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                                                                     EXHIBIT 4.5

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS.

THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED AND THE
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT CANNOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE WARRANT OR
STOCK UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.


                                     WARRANT

        TO PURCHASE SERIES D CONVERTIBLE PREFERRED STOCK OR COMMON STOCK,
                             AS SET FORTH BELOW, OF

               WORLD COMMERCE ONLINE, INC., A DELAWARE CORPORATION

            EXPIRING AT THE END OF THE OPTION PERIOD (DEFINED BELOW)


         This Is To Certify That George G. Guthrie (the "HOLDER") or registered
assigns, is entitled to purchase from World Commerce Online, Inc., a Delaware
corporation (the "COMPANY"), at any time until 5 P.M. Eastern Time, on January
__, 2006 (the "OPTION PERIOD") but not thereafter, at an exercise price per
share as set forth below, such number of fully paid and non-assessable shares of
the Company (the shares issuable pursuant to this warrant are referred to as
"WARRANT SHARES"), as set forth below, subject to adjustment as hereinafter
provided.

         ss.1.    Exercise of Warrant.

         (a)      Exercise by Payment. To exercise this Warrant in whole or in
part, the holder hereof shall deliver to the Company at its principal office in
Orlando, Florida, (a) a written notice, in substantially the form of the
Subscription Notice appearing at the end of this Warrant, of such holder's
election to exercise this Warrant, which notice shall specify the number of
Warrant Shares to be purchased, (b) a certified check drawn on, or official bank
check, payable to the Company in an


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amount equal to the multiple of the Exercise Price (as adjusted) and the number
of Warrant Shares being purchased, and (c) this Warrant. The Company shall as
promptly as practicable, and in any event within 20 days thereafter, execute and
deliver or cause to be executed and delivered, in accordance with such notice, a
certificate or certificates representing the aggregate number of Warrant Shares
specified in such notice. The stock certificate or certificates so delivered
shall be in the denomination of 100 shares each or such lesser or greater
denomination as may be specified in such notice and shall be issued in the name
of such holder or such other name as shall be designated in such notice. Such
certificate or certificates shall be deemed to have been issued and such holder
or any other person so designated to be named therein shall be deemed for all
purposes to have become a holder of record of such Warrant Shares as of the date
such notice is received by the Company as aforesaid. If this Warrant shall have
been exercised only in part, the Company shall, at the time of delivery of said
certificate or certificates, deliver to such holder a new Warrant evidencing the
rights of such holder to purchase the remaining Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be identical to this
Warrant, or, at the request of such holder, appropriate notation may be made on
this Warrant and the same returned to such holder. The Company shall pay all
expenses, taxes and other charges payable in connection with the preparation,
issue and delivery of such stock certificates and new Warrants, except that, in
case such stock certificates or new Warrants shall be registered in a name or
names other than the name of the holder of this Warrant, funds sufficient to pay
all stock transfer taxes that are payable upon the issuance of such stock
certificate or certificates or new Warrants shall be paid by the holder hereof
at the time of delivering the notice of exercise mentioned above.

(b)      Valid Issuance. All shares of stock issued upon the exercise of this
Warrant shall be validly issued, fully paid and nonassessable and, if the class
or series of Warrant Shares is then listed on a national securities exchange,
shall be duly listed thereon.

(c)      Exercise Price.

         (i)      If the class of Warrant Shares is Series D Convertible
Preferred Stock, par value $.001 ("SERIES D PREFERRED STOCK"), the exercise
price per Warrant Share (the "EXERCISE PRICE") shall be the lesser of:

                  (A)      $5.00 based on each share of Series D Preferred Stock
being initially convertible into one share of Common Stock, par value $.001,
subject to adjustment as set forth in this Warrant; or

                  (B)      the price per share of Series D Preferred Stock
issued in an investment of no less than $10,000,000 in Series D Preferred Stock
that closes prior to February 14, 2001 (an investment of no less than
$10,000,000 in Series D


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Preferred Stock that closes prior to February 14, 2001 is referred to as a
"QUALIFIED SERIES D INVESTMENT"), subject to adjustment as set forth in this
Warrant.

                  (ii)     If the class of Warrant Shares is Common Stock, par
value $.001 ("COMMON STOCK"), then the Exercise Price shall be as set forth in
Section 1(e) below, subject to adjustment as set forth in this Warrant.

         (d)      Number and Class of Warrant Shares. The number and class of
shares of Warrant Shares shall be determined as follows:

                  (i)      Number, Generally. The total number of Warrant Shares
shall equal the quotient obtained by dividing $25,000 by the Exercise Price, as
adjusted pursuant to this Warrant.

                  (ii)     Determination of Number and Class of Warrant Shares.

                           (A)      In the event that the holder exercises this
Warrant after a Qualified Series D Investment, then this Warrant shall be
exercisable for Series D Preferred Stock.

                           (B)      Notwithstanding Section 1(e)(ii)(A) above,
in the event that the holder exercises this Warrant after a Qualified Series D
Investment, but all (and not less than all) of the Company's Series D
Preferred Stock has then been redeemed or converted into shares of the Company's
Common Stock in accordance with the Company's Certificate of Incorporation, then
this Warrant shall be exercisable for that number of shares of the Company's
Common Stock equal to the number of shares of the Common Stock that would have
been received if this Warrant had been exercised in full and the Series D
Preferred Stock received thereupon had been converted immediately prior to such
event, and the Exercise Price shall be adjusted to equal the quotient obtained
by dividing (x) the aggregate Exercise Price of the maximum number of shares of
Series D Preferred Stock for which this Warrant was exercisable immediately
prior to such conversion or redemption, by (y) the number of shares of Common
Stock for which this Warrant is exercisable immediately after such conversion or
redemption.

                           (C)      In the event that the holder exercises this
Warrant after the closing of a Common Qualified Investment (as defined below),
then this Warrant shall be exercisable for that number of shares of the
Company's Common Stock equal to the quotient obtained by dividing $100,000 by
the lesser of $5.00 or the price per share of the Common Stock issued in the
Common Qualified Investment (subject to adjustment for any stock split,
consolidation or reorganization of the Common Stock or the issuance of any stock
dividends in Common Stock, and subject to adjustment as per Section 7 below),
and the Exercise Price shall be adjusted to equal the lesser of $5.00 or the
price per share of the Common Stock issued in the Common Qualified Investment
(subject to adjustment


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for any stock split, consolidation or reorganization of the Common Stock or the
issuance of any stock dividends in Common Stock, and subject to adjustment as
per Section 7 below). For purposes of this Warrant, the term "COMMON QUALIFIED
INVESTMENT" shall mean an underwritten public offering, pursuant to an effective
registration statement under the Securities Act of 1933 as amended, covering the
offer and sale of Common Stock for the account of the Company in which the
aggregate net proceeds to the Company equal at least $10,000,000 and that closes
prior to February 14, 2001 (each of the Series D Qualified Investment and Common
Qualified Investment investments is referred to as a "QUALIFIED INVESTMENT").

                           (D)      In the event that the holder exercises this
Warrant after February 14, 2001 and there has not been a Qualified Investment,
then this Warrant shall be exercisable for that number of shares of the
Company's Common Stock equal to the quotient obtained by dividing $100,000 by $4
(subject to adjustment for any stock split, consolidation or reorganization of
the Common Stock or the issuance of any stock dividends, and subject to
adjustment as per Section 7 below), and the Exercise Price shall be adjusted to
$4.

          (e)      Fractional Shares. The Company shall not be required upon any
exercise of this Warrant to issue a certificate representing any fraction of a
Warrant Share, but, in lieu thereof, shall pay to the holder of this Warrant
cash in an amount equal to a corresponding fraction (calculated to the nearest
1/100 of a share) of the market value of one Warrant Share as of the date of
receipt by the Company of notice of exercise of this Warrant, as determined in
good faith by the Board of Directors of the Company.

          (f)      This Warrant may be exercised, in whole or in part, in one or
more exercises.



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         ss.2.    Transfer, Division and Combination.

         The Company agrees to maintain at its principal office in Orlando,
Florida, books for the registration and transfer of the Warrants, and this
Warrant and all rights hereunder are transferable, in whole or in parts, on such
books at such office, upon surrender of this Warrant at such office, together
with a written assignment of this Warrant duly executed by the holder hereof or
his agent or attorney and funds sufficient to pay any stock transfer taxes
payable upon the making of such transfer. Upon such surrender and payment the
Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denominations specified in such instrument of
assignment, and this Warrant shall promptly be canceled. If and when this
Warrant is assigned in blank, the Company may (but shall not be obliged to)
treat the bearer hereof as the absolute owner of this Warrant for all purposes
and the Company shall not be affected by any notice to the contrary. A Warrant
may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.

         This Warrant may be divided or combined with other Warrants upon
presentation hereof at such principal office in Orlando, Florida, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued, signed by the holder hereof or his agent or attorney. Subject
to compliance with the preceding paragraph as to any transfer that may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.

         The Company shall pay all expenses, taxes (other than stock transfer
taxes) and other charges payable in connection with the preparation, issue and
delivery of Warrants hereunder.

         ss.3.    Certain Covenants.

         The Company covenants and agrees that:

                  (a)      it will at all times reserve and set apart and have,
         free from preemptive rights, and all liens, claims, encumbrances or
         restrictions, a number of authorized but unissued Common Stock and, if
         a Qualified Series D Investment is made, Series D Preferred Stock
         sufficient to enable it at any time to fulfill all its obligations
         hereunder;

                  (b)      before taking any action that would cause an
         adjustment reducing the Exercise Price below the then par value of the
         shares of Common Stock issuable upon exercise of the Warrants, the
         Company will take any corporate action that may be necessary in order
         that the Company


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         may validly and legally issue fully paid and nonassessable shares of
         such Common Stock at such adjusted Exercise Price; and

                  (c)      it will not, by charter amendment or through
         reorganization, consolidation, merger, dissolution or sale of assets,
         or by any other voluntary act, avoid or seek to avoid the observance or
         performance of any of the covenants, stipulations or conditions to be
         observed or performed hereunder by the Company.

         ss.4.    Notices.

         In case the Company proposes

                  (a)      to pay any dividend payable in stock (of any class or
         classes) or in Convertible Securities upon its Series D Preferred Stock
         or Common Stock or make any distribution (other than ordinary cash
         dividends) to the holders of its Series D Preferred Stock or Common
         Stock, or

                  (b)      to grant to the holders of its Series D Preferred
         Stock or Common Stock generally any rights or options, or

                  (c)      to effect any capital reorganization or
         reclassification of capital stock of the Company, or

                  (d)      to consolidate with, or merge into, any other
         corporation or to transfer its property as an entirety or substantially
         as an entirety, or

                  (e)      to effect the liquidation, dissolution or winding up
         of the Company,

then the Company shall cause notice of any such intended action to be given to
all holders of record of outstanding Warrants not less than 30 days before the
date on which the transfer books of the Company shall close or a record be taken
for such stock dividend, distribution or granting of rights or options, or the
date when such capital reorganization, reclassification, consolidation, merger,
transfer, liquidation, dissolution or winding up shall be effective, as the case
may be.

         Any notice or other document required or permitted to be given or
delivered to holders of record of Warrants shall be mailed first-class postage
prepaid to each such holder at the last address shown on the books of the
Company maintained for the registry and transfer of the Warrants. Any notice or
other document required or permitted to be given or


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delivered to holders of record of Common Stock issued pursuant to Warrants shall
be mailed first-class postage prepaid to each such holder at such holder's
address as the same appears on the stock records of the Company. Any notice or
other document required or permitted to be given or delivered to the Company
shall be mailed first class postage prepaid to the principal office of the
Company, at 9677 Tradeport Drive, Orlando, Florida 32837, or delivered to the
office of one of the Company's executive officers at such address, or such other
address within the United States of America as shall have been furnished by the
Company to the holders of record of such Warrants and the holders of record of
such Common Stock.

         ss.5.    Limitation of Liability; Not Stockholders; Rights of the
                  Holder.

         No provision of this Warrant shall be construed as conferring upon the
holder hereof the right to vote or to consent or to receive dividends or to
receive notice as a stockholder in respect of meetings of stockholders for the
election of directors of the Company or any other matter whatsoever as
stockholders of the Company. No provision hereof, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the purchase price or as a stockholder of the
Company, whether such liability is asserted by the Company, creditors of the
Company or others.

         Without limiting the foregoing or any remedies available to the holder
hereof, the holder will be entitled to specific performance of the obligations
hereunder, and injunctive relief against actual or threatened violations of the
obligations of any person subject to, this Warrant.

         Upon exercise of this Warrant, the holders of the Warrant Shares shall
have and be entitled to exercise, together with all other holders of Registrable
Securities possessing Registration Rights under the Registration Rights
Agreement dated as of April 29, 2000 and all successor agreements (the "RRA"),
the rights of registration granted under the RRA to Registrable Securities (with
respect to the shares issued upon exercise of this Warrant).

         ss.6.    Loss, Destruction, etc, of Warrants.

         Upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, mutilation or destruction of any Warrant, and in the case of any
such loss, theft or destruction upon delivery of a bond of indemnity in such
form and amount as shall be reasonably satisfactory to the Company, or in the
event of such mutilation upon surrender and cancellation of the Warrant, the
Company will make and deliver a new Warrant, of like tenor, in lieu of such
lost, stolen, destroyed or mutilated Warrant. Any Warrant issued under the
provisions of this Section 6 in lieu of any Warrant alleged to be lost,
destroyed or stolen, or of any mutilated Warrant, shall constitute an original
contractual obligation on the part of the Company.


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         ss.7.    Adjustment.

                  The number of Warrant Shares and the Exercise Price shall be
subject to adjustment from time to time or upon exercise as provided in this
Section 7.

         (a)      Split, Subdivision or Consolidation of Shares, Adjustment to
Initial Conversion Ratio of Series D Preferred Stock.

                  (i)      If the Company shall split, subdivide or combine the
securities as to which purchase rights exist under this Warrant, into a
different number of securities of the same class, the number of Warrant Shares
after such consolidation or subdivision will be increased or reduced, as the
case may be, such increase or decrease, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective, and in each case, the
Exercise Price shall be adjusted accordingly. The holder hereof will not be
entitled to receive a fraction of a share of stock.

                  (ii)     At such time as the Company designates the Series D
Preferred Stock, if the initial conversion ratio between the Series D Preferred
Stock and the Common Stock is not 1:1, the initial Exercise Price for the Series
D Preferred Stock shall be adjusted proportionally as of the date of designation
of the Series D Preferred Stock.

         (b)      Stock Dividends. In the event that the holders of the
securities as to which purchase rights under this Warrant exist shall have
received or become entitled to receive, without payment therefor, other or
additional stock or securities or property (other than cash) of the Company by
way of dividend, then in each case, the this Warrant shall represent the right
to acquire, in addition to the number of Warrant Shares indicated in the caption
of this Warrant, and without payment of any additional consideration therefor,
the amount of such other securities or property (other than cash) of the Company
to which the holder hereof would have been entitled had this Warrant been
exercised prior to the distribution of the dividend and had thereafter such
holder retained such shares and/or all other additional stock available to it
during the period prior to the exercise of this Warrant, giving effect to all
adjustments called for in this Section 7, and in each case, the Exercise Price
shall be adjusted accordingly.

         (c)      Merger or Reorganization, etc. If at any time while this
Warrant, or any portion thereof, is outstanding and unexpired there shall be (i)
a reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into the property, whether in the form of


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securities, cash, or otherwise, or (iii) a sale or transfer of the Company's
properties and assets as, or substantially as, an entirety to any other person,
then, as a part of such reorganization, merger, consolidation, sale or transfer,
lawful provision shall be made so that the holder of this Warrant shall
thereafter be entitled to receive upon exercise of this Warrant, during the
period specified herein and upon payment of the Exercise Price then in effect,
the number of shares or other securities or property of the successor
corporation resulting from such reorganization, merger, consolidation, sale or
transfer that a holder of the shares deliverable upon exercise of this Warrant
would have been entitled to receive in such reorganization, consolidation,
merger, sale or transfer if this Warrant had been exercised immediately before
such reorganization, merger, consolidation, sale or transfer, all subject to
further adjustment as provided in this Section. If the per-share consideration
payable to the holder hereof for shares in connection with any such transaction
is in a form other than cash or marketable securities, then the value of such
consideration shall be determined in good faith by the Company's Board of
Directors.

         (d)      Adjustment of Number of Warrant Shares Upon Issuance of
Additional Shares of Common. In the event that prior to the exercise of this
Warrant, the Company shall issue Additional Shares of Common (as defined below)
(including Additional Shares of Common deemed to be issued pursuant to Section
7(e)) 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 or conversion of
this Warrant, be entitled to receive, without payment of any additional
consideration therefor, the increased number of Warrant Shares equal to
$100,000, (y) 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 (on an as converted
basis) plus (B) the number of Additional Shares of Common Shares 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 Additional Shares
of Common and (ii) the denominator of which is the Common Stock issued and
outstanding (on an as converted basis) plus the number of Additional Shares of
Common issued or deemed to be issued in the new issuance or deemed issuance.

         (e)      Issue of Securities Deemed Issue of Additional Shares of
Common -- Options and Convertible Securities. In the event that prior to the
exercise of this Warrant, the Company shall issue any Options or Convertible
Securities (as those terms are defined below) (other than Options or Convertible
Securities which are not Additional Shares of Common) or shall fix a record date
for the determination of holders of any class or series of securities entitled
to receive any such Options or Convertible Securities, then the shares of Common
issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common issued as of the
time of such issue or, in case such a


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record date shall have been fixed, as of the close of business on such record
date; provided, that in any such case in which Additional Shares of Common are
deemed to be issued:

                  (i)      no further adjustment in the number of shares shall
be made upon the subsequent issue of Convertible Securities or shares of Common
upon the exercise of such Options or conversion or exchange of such Convertible
Securities;

                  (ii)     if such Options or Convertible Securities by their
terms provide, with the passage of time or otherwise, for any increase in the
consideration payable to the Company, or decreases in the number of shares of
Common issuable, upon the exercise, conversion or exchange thereof, the number
of shares computed upon the original issue thereof (or upon the occurrence of a
record date with respect thereto), and any subsequent adjustments based thereon,
shall, provided that no shares of Common have theretofore been issued with
respect to such Options or Convertible Securities, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or decrease
insofar as it affects such Options or the rights of conversion or exchange under
such Convertible Securities;

                  (iii)    no readjustment pursuant to clause (ii) above shall
have the effect of decreasing the number of shares to an amount which is less
than the greater of (1) such number on the original adjustment date with respect
to such deemed issuance of Additional Shares of Common, or (2) such number that
would have resulted from any issuance of Additional Shares of Common between
such original adjustment date and such readjustment date; and

                  (iv)     if such Options or Convertible Securities by their
terms provide, with the passage of time or otherwise, for any decrease in the
consideration payable to the Company upon the exercise, conversion or exchange
thereof, the number computed upon the original issue thereof (or upon the
occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such decrease becoming effective, be
recomputed to reflect such decrease insofar as it affects such Options or the
rights of conversion or exchange under such Convertible Securities.

         (f)      Special Definitions. For purposes of Sections 7(d) through
(i), the following definitions shall apply:

                  (i)      "OPTION" shall mean rights, options or warrants to
subscribe for, purchase or otherwise acquire either Common or Convertible
Securities.

                  (ii)     "COMMON" shall mean (i) the Company's presently
authorized Common Stock as such class exists on the date of issuance of this
Warrant, and (ii) stock of the Company of any class or series thereafter
authorized that ranks, or is


                                      10
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entitled to a participation, as to assets or dividends, substantially on a
parity with Common Stock.

                  (iii)    "CONVERTIBLE SECURITIES" shall mean any evidences of
indebtedness, shares or other securities directly or indirectly convertible into
or exchangeable for Common.

                  (iv)     "ADDITIONAL SHARES OF COMMON" shall mean all shares
of Common issued (or, pursuant to Section 7(e), deemed to be issued) by the
Company after the date hereof and prior to the exercise of this Warrant, other
than:

                           (A)      options issued at an exercise price per
share no less than $1.80 (as adjusted for stock splits, consolidations or stock
dividends) to officers, employees or directors of the Company under any stock
option plan adopted by the Board of Directors of the Company; provided, however,
that any shares covered by such options or rights plus any such shares issued
(without duplication as to shares issued under options) in excess of 5,500,000
shares of Common Stock as constituted on the date of issuance of this Warrant
(as adjusted for stock splits, consolidations or stock dividends) shall be
deemed to be Additional Shares of Common;

                           (B)      shares issued as a dividend or distribution
on Common Stock or any event for which adjustment is made pursuant to Sections
7(a) and (b) hereof;

                           (C)      shares issued upon conversion of Convertible
Securities; or

                           (D)      shares issued by way of dividend or other
distribution on (1) shares excluded from the definition of Additional Shares of
Common by the foregoing clauses (A) through (C) or (2) shares of Common so
excluded under this clause (D).

         (g)      No Adjustment of Number of Warrant Shares or Exercise Price.
No adjustment in the number of Warrant Shares or Exercise Price shall be made in
respect of the issuance of Additional Shares of Common unless the consideration
per share for an Additional Share of Common issued or deemed to be issued by the
Company is less than the Exercise Price in effect on the date of, and
immediately prior to, the issue of such Additional Share of Common.

         (h)      Effect of "Split-up or "Split-down" on "deemed issued" shares.
Upon the effective or record date for any subdivision or combination of the
Common Stock of the character described in Section 7(a), including the issuance
of a stock dividend which is treated as such a subdivision under Section 7(b),
the number of the shares of Common Stock which are at the time deemed to have
been issued by virtue of


                                       11
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Section 7(e), but have not actually been issued, shall be deemed to be increased
or decreased proportionately.

         (i)      Computation of Consideration. For the purposes of this Section
7:

                  (i)      The consideration received by the Company upon the
actual issuance of Additional Shares of Common shall be deemed to be the sum of
the amount of cash and the fair value of property (as determined in good faith
by resolution of the Board of Directors of the Company as at the time of issue
or "deemed issue" in the case of the following paragraph (ii)) received or
receivable by the Company as the consideration or part of the consideration (v)
at the time of issuance of the Common, (w) for the issuance of any rights or
options upon the exercise of which such Common was issued, (x) for the issuance
of any rights or options to purchase Convertible Securities upon the conversion
of which such Common was issued, (y) for the issuance of the Convertible
Securities upon conversion of which such Common was issued, and (z) at the time
of the actual exercise of such rights, options or conversion privileges upon the
exercise of which such Common was issued, in each case without deduction for
commissions and expenses incurred by the Company for any underwriting of, or
otherwise in connection with the issue or sale of, such rights, options,
Convertible Securities or Common, but after deduction of any sums paid by the
Company in cash upon the exercise of, and pursuant to, such rights, options or
conversion privileges in respect of fractional shares of Common; and

                  (ii)     The consideration deemed to have been received by the
Company for Additional Shares of Common deemed to be issued pursuant to rights,
options and conversion privileges by reason of transactions of the character
described in Section 7(e) shall be the consideration (determined as provided in
the foregoing paragraph (i)) that would be received or receivable by the Company
at or before the actual issue of such shares of Common so deemed to be issued,
if all rights, options and conversion privileges necessary to effect the actual
issue of the number of shares deemed to have been issued had been exercised
(successively exercised in the case of rights or options to purchase Convertible
Securities), and the minimum consideration received or receivable by the Company
upon such exercise had been received; all computed without regard to the
possible future effect of anti-dilution provisions on such rights, options
and/or conversion privileges.

         (j)      Statement of Adjustment. Whenever the number of Warrant Shares
is adjusted pursuant to any of the foregoing provisions of this Section 7, the
Company shall promptly prepare a written statement signed by the President of
the Company, setting forth the adjustment, determined as provided in this
Section, and in reasonable detail the facts requiring such adjustment and the
calculation thereof. Such statement shall be filed among the permanent records
of the Company and a copy thereof shall be furnished to the holder of this
Warrant without request and


                                       12
<PAGE>   13
shall at all reasonable times during business hours be open to inspection by
holders of the Warrants.

         (k)      Determination by the Board of Directors. All determinations by
the Board of Directors of the Company under the provisions of this Section 7
shall be made in good faith.

         ss.8.    Governing Law.

         This Warrant shall be governed by the laws of the State of Delaware,
without giving effect to the rules respecting conflict of law.

         ss.9.    Entire Agreement; Modification; Waiver. This Warrant
constitutes the entire agreement between the parties pertaining to the subject
matter herein, and supersedes all prior and contemporaneous agreements,
representations, and understandings of the parties. No supplement, modification,
or amendment of this Warrant shall be binding unless executed in writing by the
parties hereto. No waiver of any of the provisions of this Warrant shall be
deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by a duly authorized officer.


Dated:  January __, 2001



                                        World Commerce Online, Inc.


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



                                       13
<PAGE>   14
                               SUBSCRIPTION NOTICE


         The undersigned, the holder of the foregoing Warrant, hereby elects to
exercise purchase rights represented by such Warrant for, and to purchase
thereunder, __________ shares of the ____________________ Stock covered by such
Warrant and herewith makes payment in full therefor of $__________ cash, and
requests that certificates for such shares (and any securities or property
deliverable upon such exercise) be issued in the name of and delivered to
__________________________ whose address is _____________________.





Dated:                                       ----------------------------------


                                       14
<PAGE>   15
                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _____________________________ the rights represented by the foregoing
Warrant of ____________________ and appoints __________________________ attorney
to transfer said rights on the books of said corporation, with full power of
substitution in the premises.




Dated:                                       ----------------------------------



NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatever.



                                       15