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                                                                    EXHIBIT 4.28

                                 FIRST AMENDMENT
                                       TO
                                     WARRANT

                  THIS FIRST AMENDMENT TO WARRANT (this "AMENDMENT") is made as
of February 14, 2001 by and between World Commerce Online, Inc., a Delaware
corporation (the "COMPANY"), and Theodore D. Gelman (the "WARRANT HOLDER").

                                    RECITALS:

                  WHEREAS, the Company granted the Warrant Holder a warrant
dated as of January __, 2001 representing the right to purchase shares of
capital stock of the Company under the terms of the warrant; and

                  WHEREAS, the parties agree to amend the Warrant to amend
certain definitions and the provisions relating to the exercise price, and to
clarify certain other provisions.

                  NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

                  1.       Recitals. The foregoing recitals are true and correct
and form a part of this Amendment.

                  2.       Amendments to the Warrant. The Warrant shall be
amended as follows:

                           (a)      The "$5.00" in the first line of Section
1(d)(i)(A) shall be deleted and shall be replaced by "$1.00".

                           (b)      Section 1(d)(i)(B) shall be amended and
restated in its entirety as follows:

                                    "(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 (an investment of no less than $10,000,000 in
         Series D Preferred Stock is referred to as a "QUALIFIED SERIES D
         INVESTMENT"), subject to adjustment as set forth in this Warrant."

                           (c)      In Section 1(e)(ii)(C), (1) the "$100,000"
in the fourth (4th) line shall be deleted and shall be replaced by "$10,000",
(2) the "$5.00" in the fourth (4th) and ninth (9th) lines shall be deleted and
shall be replaced by "$1.00" in each such line, (3) the phrase "February 12,
2001" in the last sentence shall be deleted and replaced by the phrase
"consummation of a Qualified Series D Investment" and (4) the phrase "Series A
Qualified Investment" in the last sentence shall be deleted and replaced by the
phrase "Qualified Series D Investment".

                           (d)      In Section 1(e)(ii)(D), the "$100,000" in
the fourth (4th) line shall be deleted and shall be replaced by "$10,000", and
the "$4" in the fourth (4th) and last lines of shall be deleted and shall be
replaced by "$1.00" in each such line.

                           (e)      The "$100,000" in the ninth (9th) line of
Section 7(d)(9) shall be deleted and shall be replaced by "$10,000".

                  2.       Non-Modification. Except to the extent amended and
modified hereby, all terms, provisions and conditions of the Loan Agreement
shall continue in full force and effect and shall remain unmodified and
enforceable.

                  IN WITNESS WHEREOF, the parties have executed this Amendment
effective as of the date first above written.

                                    WORLD COMMERCE ONLINE, INC.,
                                     as Borrower


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


                                    /s/ Theodore D. Gelman
                                    --------------------------------------------
                                    Theodore D. Gelman, as Lender