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EXHIBIT 4.5

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE
SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER
APPLICABLE STATE SECURITIES LAWS.

                               WARRANT CERTIFICATE

                 To Purchase 349,800 Shares of Common Stock of:

                            ITC LEARNING CORPORATION

    THIS IS TO CERTIFY THAT, for value received, New River Capital Partners,
L.P. or its assigns (the "Holder"), is entitled to purchase from ITC Learning
Corporation, a Maryland corporation (the "Company"), 349,800 shares of the
Company's common stock, par value $.10 per share (the "Common Stock"), on the
terms and conditions hereinafter set forth.

I.  GRANT OF WARRANT

    I.1  GRANT AND VESTING. The Company hereby grants to the Holder a warrant
(this "Warrant") to purchase up to 349,800 shares of Common Stock, at a purchase
price of $ 1.75 per share of Common Stock; provided, however, that unless Nasdaq
grants an exception ("Nasdaq Exception") from the shareholder approval
requirements under Rule 4460(i) of the Marketplace Rules of the Nasdaq Stock
Market with respect to a purchase price of $1.75 per share or the Company
obtains shareholder approval ("Shareholder Approval") of a purchase price per
share of $1.75, then the purchase price per share shall be the lower of $2.50
and the net book value per share of the Company as of December 31, 1999 (the
"Exercise Price"). This Warrant shall vest as to all 349,800 shares of Common
Stock on the Exercisability Date (as defined below). The shares of Common Stock
which vest in accordance with the foregoing are hereinafter referred to as the
"Warrant Shares".

    I.2  EXERCISE PERIOD. This Warrant shall be exercisable commencing on the
date of original issuance of this Warrant (the "Exercisability Date") and
continue to be exercisable for the period (the "Exercise Period") until 5:00
p.m., Eastern Standard Time, on December 31, 2002.

    I.3  SHARES TO BE ISSUED; RESERVATION OF SHARES. The Company covenants and
agrees that (a) all of the shares of Common Stock issuable upon the exercise of
this Warrant in accordance with the terms hereof will, upon issuance, be duly
authorized, validly issued and outstanding, fully paid and non-assessable, and
free from all taxes, liens and charges with respect to the issuance






<PAGE>   2

thereof, and (b) the Company will during the Exercise Period have authorized and
reserved sufficient shares of its Common Stock to provide for the exercise of
this Warrant in full.

II.  ADJUSTMENTS TO WARRANT

    II.1  STOCK SPLITS AND COMBINATIONS. If the Company shall combine all of its
outstanding shares of Common Stock into a smaller number of shares, the number
of Warrant Shares shall be proportionately decreased and the Exercise Price in
effect immediately prior to such combination shall be proportionately increased,
as of the effective date of such combination, as follows: (a) the number of
Warrant Shares purchasable immediately prior to the effective date of such
combination shall be adjusted so that the Holder of this Warrant, if exercised
on or after that date, shall be entitled to receive the number and kind of
Warrant Shares which the Holder of this Warrant would have owned and been
entitled to receive as a result of the combination had the Warrant been
exercised immediately prior to that date, and (b) the Exercise Price in effect
immediately prior to such adjustment shall be adjusted by multiplying such
Exercise Price by a fraction, the numerator of which is the aggregate number of
shares of Common Stock purchasable upon exercise of this Warrant immediately
prior to such adjustment, and the denominator of which is the aggregate number
of shares of Common Stock purchasable upon exercise of this Warrant immediately
thereafter. If the Company shall subdivide all of its outstanding shares of
Common Stock, the number of Warrant Shares shall be proportionally increased and
the Exercise Price in effect prior to such subdivision shall be proportionately
decreased, as of the effective date of such subdivision, as follows: (a) the
number of Warrant Shares purchasable upon the exercise of this Warrant
immediately prior to the effective date of such subdivision, shall be adjusted
so that the Holder of this Warrant, if exercised on or after that date, shall be
entitled to receive the number and kind of Warrant Shares which the Holder of
this Warrant would have owned and been entitled to receive as a result of the
subdivision had the Warrant been exercised immediately prior to that date, and
(b) the Exercise Price in effect immediately prior to such adjustment shall be
adjusted by multiplying the purchase price by a fraction, the numerator of which
is the aggregate number of shares of Common Stock purchasable upon exercise of
this Warrant immediately prior to such adjustment, and the denominator of which
is the aggregate number of shares of Common Stock purchasable upon exercise of
this Warrant immediately thereafter.

    II.2  STOCK DIVIDENDS AND DISTRIBUTIONS. If the Company shall fix a record
date for the holders of its Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock, then the number of
Warrant Shares shall be proportionately increased and the Exercise Price in
effect prior to the time of such issuance or the close of business on such
record date shall be proportionately decreased, as of the time of such issuance,
or in the event such record date is fixed, as of the close of business on such
record date, as follows: (a) the number of Warrant Shares immediately prior to
the time of such issuance or the close of business on such record date shall be
adjusted so that the Holder of this Warrant, if exercised after that date, shall
be entitled to receive the number and kind of Warrant Shares which the Holder of
this Warrant would have owned and been entitled to receive as a result of the
dividend or distribution had the Warrant been exercised immediately prior to
that date, and (b) the Exercise Price in effect immediately prior to such
adjustment shall be adjusted by multiplying such purchase price by a fraction,
the numerator of which is the aggregate number of shares of Common Stock
purchasable upon exercise of this Warrant immediately prior to such adjustment,
and the denominator of which is the aggregate





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number of shares of Common Stock purchasable upon exercise of this Warrant
immediately thereafter.

    II.3  OTHER DIVIDENDS AND DISTRIBUTIONS. If the Company shall fix a record
date for the holders of Common Stock entitled to receive a dividend or other
distribution payable in securities of the Company other than shares of Common
Stock, then lawful and adequate provision shall be made so that the Holder of
this Warrant shall be entitled to receive upon exercise of this Warrant, for the
Exercise Price in effect prior thereto, in addition to the number of Warrant
Shares immediately theretofore issuable upon exercise of this Warrant, the kind
and number of securities of the Company which the Holder would have owned and
been entitled to receive had the Warrant been exercised immediately prior to
that date.

    II.4  RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If the Common Stock is
changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than by
a subdivision or combination of shares or stock dividend or a reorganization,
merger, consolidation or sale of assets provided for elsewhere in this Article
II), then the Holder of this Warrant shall be entitled to receive upon exercise
of this Warrant, in lieu of the Warrant Shares immediately theretofore issuable
upon exercise of this Warrant, for the aggregate Exercise Price in effect prior
thereto, the kind and amount of stock and other securities and property
receivable upon such recapitalization, reclassification or other change, by the
holders of the number of shares of Common Stock for which the Warrant could have
been exercised immediately prior to such recapitalization, reclassification or
other change.

    II.5  REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If any of
the following transactions (each, a "Special Transaction") shall become
effective: (a) a capital reorganization (other than a recapitalization,
subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this Article II), (b) a consolidation or merger of the Company with
and into another entity, or (c) a sale or conveyance of all or substantially all
of the Company's assets, then as a condition of any Special Transaction, lawful
and adequate provision shall be made so that the Holder of the Warrant shall
thereafter have the right to purchase and receive upon exercise of this Warrant,
in lieu of the Warrant Shares immediately theretofore issuable upon exercise of
this Warrant, for the Exercise Price in effect immediately prior to such
conversion, such shares of stock, other securities, cash or other assets as may
be issued or payable in and pursuant to the terms of such Special Transaction to
the holders of shares of Common Stock for which this Warrant could have been
exercised immediately prior to such Special Transaction. In connection with any
Special Transaction, appropriate provision shall be made with respect to the
rights and interests of the Holder of this Warrant to the end that the
provisions of this Warrant (including, without limitation, provisions for
adjustment of the Exercise Price and the number of Warrant Shares issuable upon
the exercise of this Warrant), shall thereafter be applicable, as nearly as may
be practicable, to any shares of stock, other securities, cash or other assets
thereafter deliverable upon the exercise of this Warrant. The Company shall not
effect any Special Transaction unless prior to, or simultaneously with the
closing thereof, the successor entity (if other than the Company), if any,
resulting from such Special Transaction shall assume by a written instrument
executed and mailed by certified mail or delivered to the Holder of this Warrant
at the address of the Holder appearing on the books of the Company, the
obligation of the Company or such successor corporation to deliver to the Holder
such shares of





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stock, securities, cash or other assets, as in accordance with the foregoing
provisions, which the Holder shall have the right to purchase.

    II.6  OTHER ISSUANCES. In the event that the Company shall at any time after
the date of original issuance of this Warrant issue any shares of Common Stock,
including shares of Common Stock issued or issuable upon the conversion or
exercise of convertible securities, without consideration or at a price per
share less than the Exercise Price ("Issuance Price"), then, in each and any
such event (an "Adjustment Event"), the number of Warrant Shares purchasable
immediately prior thereto (the "Initial Number") shall be adjusted so that the
Holder shall be entitled, upon exercise of this Warrant, to receive the number
of shares of Common Stock determined by multiplying the Initial Number by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such Adjustment Event plus the number of
additional shares of Common Stock issued in such Adjustment Event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately prior to such Adjustment Event plus the number of shares of Common
Stock which the aggregate issuance price of the total number of shares of Common
Stock issued in such Adjustment Event would purchase at the Exercise Price
(prior to any adjustment to the Exercise Price to reflect the Issuance Price);
provided, however, that no adjustment shall be made for the issuance of shares
of Common Stock in connection with a Special Transaction, as described in
Section 2.5. The Exercise Price shall be adjusted to the Issuance Price.

    If, as a result of the operation of this Section 2.6, the cumulative number
of shares of Common Stock issued or issuable upon exercise of this Warrant would
equal or exceed a number (the "Threshold Number") equal to 20% of the
outstanding shares of Common Stock as of the date of exercise and if the Company
receives a written opinion of its outside counsel that the issuance of such
shares in excess of the Threshold Number would violate the rules of the Nasdaq
or any other exchange or market on which the Common Stock is then quoted or
traded, then until and unless the Company obtains the approval of its common
shareholders for the issuance of any such shares of Common Stock in excess of
the Threshold Number or an exemption from such exchange or market, the Holder
shall only be entitled to receive a number of Warrant Shares equal to the
Threshold Number; provided, however, that the Exercise Price shall be adjusted
as provided in this Section 2.6. If, as a result of the operation of the
preceding sentence, the exercise rights of the Holder are limited by operation
thereof because appropriate shareholder approval has not been obtained, the
Company agrees for the benefit of the Holder to use its best efforts, as
promptly as reasonably practicable, to seek (i) the requisite approval of its
common shareholders and will recommend to its shareholders that they vote in
favor of a resolution providing for such approval, for the amount of shares of
Common Stock that would be issued or issuable upon conversion in full of all
Warrant Shares and (ii) such Nasdaq or other exchange or market exemption.
Notwithstanding anything to the contrary set forth above, the Holder shall be
entitled to exercise its rights in full (after giving effect to any and all
anti-dilution adjustments resulting from operation of this Article II) in
connection with any Special Transaction.

    II.7  LIQUIDATION. If the Company shall, at any time prior to the end of the
Exercise Period, dissolve, liquidate or wind up its affairs, the Holder shall
have the right, but not the obligation, to exercise this Warrant. Upon such
exercise, the Holder shall have the right to receive, in lieu of the shares of
Common Stock that the Holder otherwise would have been entitled to receive





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upon such exercise, the same kind and amount of assets as would have been
issued, distributed or paid to the Holder upon any such dissolution,
liquidation or winding up with respect to such shares of Common Stock had the
Holder been the holder of record of such shares of Common Stock receivable upon
exercise of this Warrant on the date for determining those entitled to receive
any such distribution. If any such dissolution, liquidation or winding up
results in any cash distribution in excess of the applicable Exercise Price,
the Holder may, at the Holder's option, exercise this Warrant without making
payment of the applicable Exercise Price and, in such case, the Company shall,
upon distribution to the Holder, consider the applicable Exercise Price, to
have been paid in full, and in making settlement to the Holder shall deduct an
amount equal to the applicable Exercise Price, from the amount payable to the
Holder.

    II.8  NOTICE. Whenever this Warrant or the number of Warrant Shares is to be
adjusted as provided herein, the Company shall forthwith as soon as practicable
cause to be sent to the Holder a notice stating in reasonable detail the
relevant facts and any resulting adjustments and the calculation thereof.

    II.9  FRACTIONAL INTERESTS. The Company shall not be required to issue
fractions of shares of Common Stock upon the exercise of this Warrant. If any
fraction of a share of Common Stock would be issuable upon the exercise of this
Warrant, the Company shall, upon such issuance, purchase such fraction for an
amount in cash equal to the current value of such fraction, computed on the
basis of the last reported closing price of the Common Stock on the securities
exchange or quotation system on which the shares of Common Stock are then listed
or traded, as the case may be, if any, on the last business day prior to the
date of exercise upon which such a sale shall have been effected, or, if the
Common Stock is not so listed or traded on an exchange or quotation system, as
the Board of Directors of the Company may in good faith determine.

    II.10  EFFECT OF ALTERNATE SECURITIES. If at any time, as a result of an
adjustment made pursuant to this Article II, the Holder of this Warrant shall
thereafter become entitled to receive any securities of the Company other than
shares of Common Stock, then the number of such other securities receivable upon
exercise of this Warrant shall be subject to adjustment from time to time on
terms as nearly equivalent as practicable to the provisions with respect to
shares of Common Stock contained in this Article II.

    II.11  SUCCESSIVE APPLICATION. The provisions of this Article II shall apply
from time to time to successive events covered by this Article II.

    2.12   FAILURE TO OBTAIN SHAREHOLDER APPROVAL OR NASDAQ EXCEPTION.
Notwithstanding anything to the contrary set forth herein, in the event that the
Company fails to obtain Shareholder Approval or the Nasdaq Exception prior to
May 15, 2000 or in the event that a Special Transaction (or record date with
respect thereto) shall occur prior to the receipt of such Shareholder Approval
or Nasdaq Exception, then the number of Shares into which this warrant is
convertible shall automatically triple.

III. EXERCISE

     III.1 EXERCISE OF WARRANT.





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           (a) The Holder may exercise this Warrant by (i) surrendering this
Warrant Certificate with the form of exercise notice attached hereto as Exhibit
"A" duly executed by the Holder, and (ii) making payment to the Company of the
aggregate Exercise Price for the applicable Warrant Shares. The exercise price
may be paid (i) in cash, (ii) through a "cashless exercise" procedure, by the
surrender of the right to purchase shares of Common Stock under this Warrant or
(iii) by a combination of (i) and (ii). In the event of a "cashless exercise",
the surrender of the right to acquire a share of Common Stock under this Warrant
shall be valued at the amount by which the closing price per share of Common
Stock on the Nasdaq (or other principal market or exchange on which the Common
Stock trades) on the trading day immediately prior to exercise exceeds the
Exercise Price. Upon any partial exercise of this Warrant, the Company, at its
expense, shall promptly issue to the Holder for its surrendered Warrant
Certificate a replacement Warrant Certificate identical in all respects to this
Warrant Certificate, except that the number of Warrant Shares shall be reduced
accordingly.

           (b) Each person in whose name any Warrant Share certificate is
issued upon exercise of this Warrant shall for all purposes been deemed to
have become the holder of record of the Warrant Shares for which this Warrant
was exercised as of the date of exercise.

    III.2  ISSUANCE OF WARRANT SHARES. The Warrant Shares purchased shall be
issued to the Holder exercising this Warrant as of the close of business on the
date on which all actions and payments required to be taken or made by the
Holder hereunder shall have been so taken or made. Certificates for the Warrant
Shares so purchased shall be delivered to the Holder as soon as practicable
after this Warrant is so exercised.

IV. RIGHTS OF THE HOLDER

    IV.1  NO RIGHTS AS SHAREHOLDER. Except as provided herein, the Holder shall
not, solely by virtue of this Warrant and prior to the issuance of the Warrant
Shares upon due exercise hereof, be entitled to any rights as a shareholder of
the Company.

    IV.2  CERTAIN COVENANTS. The Company will (a) take all such action as may be
necessary or appropriate in order that the Warrant Shares will, upon issuance in
accordance with the terms hereof and the payment of the Exercise Price therefor,
be duly authorized, validly issued and outstanding, fully paid and
non-assessable and (b) use its reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant.

V.  TRANSFERABILITY

    5.1   EXERCISE/DISPOSITION. By accepting this Warrant, the Holder agrees
that this Warrant and any and all Warrant Shares are being acquired for
investment purposes only and not with the view toward the further distribution
thereof. The Holder further acknowledges that this Warrant and the Warrant
Shares have not been registered under the Securities Act, or any state
securities laws, and accordingly, the ability of the Holder to sell, assign
and/or dispose of this Warrant and/or the Warrant Shares, as the case may be,
may be severely limited.





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    5.2  TRANSFER. Subject to compliance with federal and state securities laws,
the Holder may sell, assign, transfer or otherwise dispose of all or any portion
of this Warrant or the Warrant Shares acquired upon any exercise hereof at any
time and from time to time. Upon the sale, assignment, transfer or other
disposition of all or any portion of this Warrant, the Company shall issue and
deliver one or more new Warrant Certificates in the denominations indicated by
the Holder evidencing this Warrant to the purchaser, assignee, or transferee,
and as to any portion not sold, assigned, transferred or disposed of, to the
Holder.

    5.3  LOSS. Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date.

VI. LEGEND ON WARRANT SHARES

    6.1  LEGEND. The certificates representing the Warrant Shares shall bear a
legend substantially similar to the following:

         "The securities represented by this certificate have not been
         registered under the Securities Act of 1933, as amended (the "Act"),
         and may not be offered or sold except (1) pursuant to an effective
         registration statement under the Act or (2) upon the delivery by the
         holder to the Company of an opinion of counsel, reasonably
         satisfactory to the issuer stating that an exemption from
         registration under such Act is available."

VII. REGISTRATION RIGHTS

     7.1  DEMAND REGISTRATION. Within twenty (20) days following written demand
of the Holder, the Company shall prepare and file with the Securities and
Exchange Commission (the "Commission"), and use its best efforts to cause to
become effective no later than sixty (60) days after the date of filing, a
Registration Statement on Form S-3 (if such form is then available for use by
the Company, or such other available registration statement form) (the
"Registration Statement") and such other documents, as may be necessary in the
opinion of counsel for both the Company and the Holder, so as to permit a public
offering and sale of the Warrant Shares under the Securities Act. All expenses
incurred in connection with the registration of the Shares, including without
limitation, all blue sky registration and filing fees, legal fees, accounting
fees, printing expenses, other expenses and fees of experts used in connection
with such registration and any fees and expenses incidental to any
post-effective amendment to the Registration Statement, shall be borne and paid
by the Company. The Company shall keep such registration effective for a period
of not less than two (2) years after becoming effective.

     7.2 PIGGY-BACK REGISTRATION. If, at any time, the Company shall propose the
registration under the Securities Act of an offering of any of its capital stock
to be sold for its own account and/or for the account of other persons, the
Company, on each such occasion, shall as promptly as practicable, but in no
event later than thirty (30) days prior to the proposed filing date of the
Registration Statement, give written notice to the Holder of its intention to
effect such registration




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(which notice shall state an estimated selling price for Common Stock in such
offering) and the Holder shall be entitled, on each such occasion, to request to
have all or a portion of the Warrant Shares included in such Registration
Statement. Upon the written request of the Holder that the Company include the
Warrant Shares in such Registration Statement (which request shall state the
number of Warrant Shares for which registration is sought and the intended
method of disposition thereof), the Company shall cause such Warrant Shares to
be so included in the offering covered by such Registration Statement.

    7.3 PROSPECTUS; BLUE SKY MATTERS. Whenever the Company is required pursuant
to the provisions of this Article VII, to include the Warrant Shares in a
Registration Statement, the Company shall (a) furnish the Holder and any
underwriter with respect to the registration of such Warrant Shares with copies
of the prospectus, including the preliminary prospectus, conforming to the
Securities Act (and such other documents as the Holder or any underwriter may
reasonably request) in order to facilitate the sale or distribution of the
Warrant Shares, (b) use its best efforts to register or qualify the Warrant
Shares under the blue sky laws (to the extent applicable ) of such jurisdiction
or laws (to the extent applicable) of such jurisdiction or jurisdictions as the
Holder and any underwriter of the Warrant Shares being sold by the Holder shall
reasonably request and (c) take such other actions as may be reasonably
necessary or advisable to enable the Holder and any underwriters to consummate
the sale or distribution in such jurisdiction or jurisdictions in which the
Holder shall have reasonably requested that the Warrant Shares be sold.

    7.4 OPINION OF COUNSEL; COMFORT LETTERS. In connection with any registration
under this Article VII, the Company shall furnish to the Holder and to any
underwriter a signed counterpart, addressed to the Holder or underwriter, of (a)
an opinion of counsel to the Company, dated the effective date of the
Registration Statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under the underwriting
agreement), and (b) a "comfort" letter dated the effective date of such
registration statement (and, if such registration includes an underwritten
public offering, a "comfort" letter dated the date of the closing under the
underwriting agreement) signed by the independent public accountants who have
issued a report on the Company's financial statements included in such
Registration Statement, in each case covering substantially the same matters
with respect to such Registration Statement (and the prospectus included
therein) and, in the case of such accountant's "comfort" letter with respect to
events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer's counsel and in accountant's "comfort" letters
delivered to underwriters in underwritten public offerings of securities.

    7.5 UNDERWRITING AGREEMENT. In the event of an underwritten public offering,
the Company shall enter into an underwriting agreement with the managing
underwriter selected by the Holder. Such underwriting agreement shall be
reasonably satisfactory in form and substance to the Company, the Holder and
such managing underwriter, and shall contain such representations, warranties
and covenants by the Company and such other terms as are customarily contained
in agreements of that type used by the managing underwriter.

    7.6 CUTBACK. In connection with any underwritten public offering by the
Company of its securities as described in Section 7.2, the Company shall not be
required to include in such offering any Warrant Shares held by the Holder
unless the Holder agrees to the terms of the underwriting





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agreement between the Company and the managing underwriter of such offering,
which agreement may require that the Warrant Shares be withheld from the market
by the Holder for a period of up to ninety (90) days after the effective date of
the Registration Statement by which such public offering is being effected.
Furthermore, the Company shall be obligated to include in such offering only the
quantity of the Warrant Shares, if any, as will not, in the opinion of the
managing underwriter, if any, jeopardize the success of the offering by the
Company. If the managing underwriter for the offering advises the Company in
writing that the total amount of securities sought to be registered by the
Holder and other shareholders of the Company having similar registration rights
as of the date hereof (collectively, the "Shareholders") exceeds the amount of
securities that can be offered without adversely affecting the offering by the
Company, then the Company may reduce the number of shares to be registered by
the Company for the Shareholders, including the Warrant Shares, to a number
satisfactory to such managing underwriter. Any such reduction shall be pro rata,
based upon the total number of shares held by each Shareholder, provided,
however, that in such event, the Holder shall have the right to withdraw its
request to participate in the offering and shall preserve its right to
piggy-back registration as provided in Section 7.2.

    7.7 COMPANY INDEMNITY. The Company will indemnify and hold harmless the
Holder, all directors, officers, partners, agents and employees of the Holder,
and any person or entity engaged by the Holder to sell the Warrant Shares, and
each person, if any, who controls such persons or entities within the meaning of
the Securities Act or the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (collectively, a "Holder Indemnitee"), against any losses,
claims, damages, liabilities, or expenses (including, but not limited to
reasonable attorneys' fees), or actions, proceedings, or settlements in respect
thereof, whether joint or several, to which a Holder Indemnitee may become
subject under the Securities Act, the Exchange Act, or other federal or state
law, insofar as such losses, claims, damages, liabilities or expenses
(including, but not limited to, reasonable attorneys' fees), or actions,
proceedings or settlements in respect thereof, arise out of or are based upon
any of the following statements, omissions or violations (a "Violation"): (a)
any untrue statement or alleged untrue statement of a material fact contained in
a Registration Statement covering the Warrant Shares, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto; (b) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading;
or (c) the employment by the Company of any device, scheme or artifice to
defraud or the engagement by the Company in any act, practice or course of
business which operates or would operate as a fraud or deceit upon the
purchasers of its securities pursuant to such Registration Statement. The
Company will also reimburse each Holder Indemnitee for any legal or other
expenses reasonably incurred by such Holder Indemnitee in connection with
investigating, defending, and settling any such loss, claim, damage, liability,
or action.

    The indemnity agreement contained in this Section 7.7 shall not apply to
amounts paid in settlement of any loss, claim, damage, liability, or action if
such settlement is effected without the consent of the Company, which consent
shall not be unreasonably withheld, nor shall the Company be liable to any
Holder Indemnitee for any loss, claim, damage, liability or action to the extent
that it arises solely out of or is based solely upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by or on behalf of the Holder or any
agent of the Holder, or controlling person of either.





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    7.8 HOLDER INDEMNITY. The Holder will indemnify and hold harmless the
Company, and all directors, officers, partners, agents and employees of the
Company and all persons who control the Company within the meaning of the
Securities Act or the Exchange Act, and each agent or underwriter for the
Company or any other person or entity engaged by the Company to sell the
Company's securities offered in the Registration Statement, or any of their
respective directors, officers, partners, agents, employees or control persons
(collectively, a "Company Indemnitee"), against any losses, claims, damages,
liabilities, or expenses (including, but not limited to, reasonable attorneys'
fees), or actions, proceedings, or settlements in respect thereof, whether joint
or several, to which the Company or any such Company Indemnitee may become
subject under the Securities Act, the Exchange Act, or other federal or state
law, insofar as such losses, claims, damages, liabilities or expenses
(including, but not limited to, reasonable attorneys' fees), or actions,
proceedings, or settlements in respect thereof, whether joint or several, arise
solely out of or are based solely upon any Violation, in each case to the extent
(and only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by or on behalf of the Holder
expressly for use in connection with such registration; and the Holder will
reimburse any legal or other expenses reasonably incurred by a Company
Indemnitee in connection with investigating or defending any such loss, claim,
damage, liability, or action. Notwithstanding the above, the amount of any
losses, claims, damages, liabilities, legal fees and expenses to be paid by the
Holder shall not exceed the amount of the proceeds received by the Holder from
the sale of the Warrant Shares.

    The indemnity agreement contained in this Section 7.8 shall not apply to
amounts paid in settlement of any loss, claim, damage, liability, or action if
such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld.

    7.9 PROCEDURE FOR INDEMNIFICATION. (a) Promptly after receipt by an
indemnified party under Sections 7.7 and 7.8 of notice of the commencement of
any action (including any governmental action), such indemnified party will, if
a claim in respect thereof is to be made against an indemnifying party, deliver
to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying part so desires, jointly with any other indemnifying party
similarly noticed, to assume and control the defense thereof with counsel
mutually satisfactory to the indemnified party and indemnifying parties,
provided that an indemnified party shall have the right to retain its own
counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests (as reasonably determined by either party) between such indemnified
party and any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, if prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under Section 7.7 or 7.8, to the extent of such prejudice,
but the failure to so deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise
than under this Section 7.9.

        (b) The obligations of the Company and the Holders under Sections 7.7
and 7.8, respectively, shall survive the completion of any offering of the
Warrant Shares made pursuant to a registration under this Article VII.






                                     - 10 -
<PAGE>   11

         (c) The amount paid or payable by a party as a result of the losses,
claims, damages, or liabilities (or actions or proceedings in respect thereof)
referred to in Sections 7.7 and 7.8 shall include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim.

    7.10 LIMITATIONS OF INDEMNIFICATION. If the indemnification provided for in
Sections 7.7 and 7.8 is unavailable to an indemnified party in respect of any
losses, claims, damages liabilities or expenses referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall be
required to provide contribution on behalf of the indemnified party, except to
the extent that contribution is not permitted under Section 11(f) of the
Securities Act. In determining the amount of contribution to which the
respective parties are entitled, there shall be considered the parties' relative
knowledge and access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent any statement or
omission, and any other equitable considerations appropriate under the
circumstances. Notwithstanding the provisions of this paragraph, the Holder
shall not be required to contribute any amount in excess of the net proceeds
received by the Holder from the sale of the Warrant Shares. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

    7.11 SPECIFIC PERFORMANCE. The Holder, in addition to being entitled to
exercise all rights provided in this Article VII, including recovery of damages,
will be entitled to specific performance of its rights hereunder. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Article VII and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

    7.12 CERTAIN OBLIGATIONS OF THE COMPANY. In connection with the Company's
obligations to effect a registration under this Article VII, the Company will:

         (a) cooperate and assist in any filings required to be made with the
National Association of Securities Dealers, Inc., and before filing a
Registration Statement or prospectus or any amendments or supplements thereto,
the Company will furnish to counsel selected by the Holder copies of all such
documents proposed to be filed, which documents will be subject to such
counsel's review and comments;

         (b) cause the prospectus relating to such registration to be
supplemented by any required prospectus supplement, and as so supplemented, to
be filed pursuant to Rule 424 under the Securities Act;

         (c) notify the Holder promptly (i) when the prospectus or any
prospectus supplement or post-effective amendment relating to such registration
has been filed, and with respect to the Registration Statement or any
post-effective amendment, when the same has become effective; (ii) of any
comment letter or request by the Securities and Exchange Commission (the
"Commission") for any amendments or supplements to the registration statement or
the prospectus or for additional information; (iii) of the issuance by the
Commission of any stop order suspending





                                     - 11 -
<PAGE>   12

the effectiveness of the Registration Statement, or the initiation of any
proceedings for that purpose; (iv) if, at any time prior to the closing
contemplated by an underwriting agreement, if any, entered into in connection
with such Registration Statement, that the representations and warranties of the
Company contained in such agreement cease to be true and correct in any material
respect; (v) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Warrant Shares for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose; and (vi) of the happening of any event which makes any statement made
in the Registration Statement, the prospectus or any document incorporated
therein by reference, untrue in any material respect and which requires the
making of any changes in the Registration Statement, the prospectus or any
document incorporated therein by reference in order to make the statement
therein not materially misleading;

         (d) make commercially reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of the Registration Statement;

         (e) if required, based on the advice of the Company's counsel, prepare
a supplement or post-effective amendment to the Registration Statement, the
related prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the purchasers of
the Warrant Shares, the prospectus will not contain an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading;

         (f) cause all Warrant Shares covered by the Registration Statement to
be listed on each securities exchange on which the Common Stock is then listed
if requested by the Holder or any managing underwriters;

         (g) provide and cause to be maintained a transfer agent and registrar
for all Warrant Shares covered by such Registration Statement from an after a
date not later than the effective date of such registration statement;

         (h) use its best efforts to provide a CUSIP number for the Warrant
Shares, not later than the effective date of the registration statement;

         (i) make available for inspection, in connection with the preparation
of a Registration Statement pursuant to this Agreement, by the Holder, and any
attorney or accountant retained by the Holder, all financial and other records
and pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such representative, attorney or accountant in connection with
such registration; provided, however, that any records, information or documents
that are designated by the Company in writing as confidential shall be kept
confidential by such persons unless disclosure of such records, information or
documents is required by court or administrative order;

         (j) if so required by the managing underwriter, not sell, make any
short sale of, loan, grant any option for the purpose of, effect any public sale
or distribution of or otherwise dispose of its equity securities or securities
convertible into or exchangeable or exercisable for any of such securities
during the ten (10) days prior to and the ninety (90) days after any
underwritten registration pursuant to this Article VII has become effective,
except as part of such underwritten registration and except pursuant to
registrations on Form S-4 or S-8 or any successor or similar forms thereto,
except that the Company may make grants of options under its stock option plans
and may issue securities





                                     - 12 -
<PAGE>   13

issuable upon the exercise or conversion of outstanding convertible securities,
stock options and other options, warrants and rights of the Company; and

         (k) otherwise use its best effort to comply with all applicable rules
and regulations of the Commission and make available to its security holders as
soon as reasonably practicable, an earnings statement which satisfies the
provision of Section 11(a) of the Securities Act.

VIII. MISCELLANEOUS

      8.1 REPRESENTATIONS. The Company represents and warrants to the Holder as
follows:

          (a) The execution and delivery of this Warrant and the performance by
the Company of its obligations hereunder have been duly authorized by all
necessary corporate action on part of the Company in accordance with its Bylaws
and Articles of Incorporation and the Rules of the Nasdaq Stock Market (the
"Nasdaq Rules").

          (b) This Warrant has been duly executed and delivered by the Company
and constitutes the legal, valid, binding and enforceable obligation of the
Company, enforceable in accordance with its terms.

          (c) As of the date hereof, the Company has 12,000,000 shares of
Common Stock authorized. As of December 31, 1999, the Company has 3,964,078
shares of Common Stock issued and outstanding. All of the issued and
outstanding shares of Common Stock of the Company (x) have been duly authorized
and validly issued and are fully paid and non-assessable, (y) were issued in
compliance with all applicable state and federal securities laws, and (z) were
not issued in violation of any preemptive rights or rights of first refusal. No
preemptive rights or rights of first refusal exist with respect to the Common
Stock or any capital stock of the Company and no such rights arise by virtue of
or in connection with the transactions contemplated hereby. There are no
outstanding or authorized rights, options, warrants, convertible securities,
subscription rights, conversion rights, exchange rights or other agreements or
commitments of any kind that could require the Company to issue or sell any
shares of its capital stock (or securities convertible into or exchangeable for
shares of its capital stock) other than securities held by Holder and
outstanding option grants for an aggregate of 540,416 shares of Common Stock.
There are no outstanding stock appreciation, phantom stock, profit
participation or other similar rights with respect to the Company or its
capital stock. There are no proxies, voting rights or other agreements or
understandings with respect to the voting or transfer of the capital stock of
the Company. The Company is not obligated to redeem or otherwise acquire any of
its outstanding shares of capital stock.

         (d) All of the Shares will, upon issuance, be duly authorized, validly
issued and outstanding, fully paid and non-assessable, and free from all taxes,
liens and charges with respect to the issuance thereof.

         (e) The Company has obtained all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations hereunder, except the
above-referenced Nasdaq exception.





                                     - 13 -
<PAGE>   14

         (f) There are no state statutes or other "anti-takeover" laws
applicable to the Company, to the issuance of this Warrant by the Company, or to
the issuance of the Warrant Shares upon exercise of this Warrant which would
have, among other things, the effect of nullifying the transactions contemplated
by this Warrant, or affecting the Holder's voting rights or other rights as a
shareholder following such exercise, or to the extent there are such applicable
state statutes or other "anti-takeover" laws, the Company and its Board of
Directors have taken all steps necessary under such statutes or laws to render
them inapplicable to the Company, the issuance of this Warrant, and the issuance
of the Warrant Shares upon exercise of this Warrant.

         (g) There is no material litigation pending, or, to the knowledge of
the Company, threatened, against the Company.

    8.2  NOTICES. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be delivered by certified
or registered mail (first class postage pre-paid), or guaranteed overnight
delivery, to the Company at the address at which its principal business office
is located from time to time, and the Holder at One Financial Plaza, Suite 1101,
Fort Lauderdale, FL 33394, or such other address specified by Holder.

    8.3  EXPENSES; TAXES. Any sales tax, stamp duty, deed transfer or other tax
(except only taxes based on the income of the Holder) arising out of the
issuance and sale of this Warrant or the Warrant Shares issuable upon exercise
of this Warrant and consummation of the transactions contemplated by this
Warrant shall be paid by the Company.

    8.4  BINDING NATURE OF WARRANT. Except as otherwise herein provided, this
Warrant shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.

    8.5  ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Warrant together with any
attached schedules, exhibits and other documents delivered pursuant hereto,
constitutes the entire agreement of the parties and supersedes all prior
agreements and undertakings, both written and oral, between the parties, or any
of them, with respect to the subject matter hereof. This Warrant may not be
modified, amended, supplemented, canceled or discharged, except by written
instrument executed by the Company and the Holder. No failure to exercise, and
no delay in exercising, any right, power or privilege under this Warrant shall
operate as a waiver, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude the exercise of any other right, power or
privilege. No waiver of any breach of any provision shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other provision,
nor shall any waiver be impled from any course of dealing between the Company
and the Holder. No extension of time for performance of any obligations or other
acts hereunder or under any other agreement shall be deemed to be an extension
of the time for performance of any other obligations or any other acts.

    8.6  SEVERABILITY. The invalidity of any portion of this Warrant shall not
affect the enforceability of the remaining portions of this Warrant or any part
thereof, all of which are inserted herein conditionally on their being valid in
law. In the event that any portion or portions contained herein shall be
invalid, this Warrant shall be construed so as to make such portion or portions
valid





                                     - 14 -
<PAGE>   15

or, if such construction is not legally possible, as if such invalid portion or
portions had not been inserted.

    8.7  ATTORNEYS' FEES. Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this Warrant, the successful
party will be awarded reasonable attorneys' fees, at all trial and appellate
levels, expenses and costs.

    8.8  HEADINGS. The headings contained in this Warrant are for convenience of
reference only and are not to be given any legal effect and shall not affect the
meaning or interpretation of this Warrant.

    IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
and delivered as of the 30 day of December 1999.

                                           ITC LEARNING CORPORATION

                                           By: /s/ CHRISTOPHER E. MACK
                                              ---------------------------
                                           Name: Christopher E. Mack
                                                -------------------------
                                           Title: President
                                                 ------------------------

ATTEST:




                                     - 15 -
<PAGE>   16



                                    EXHIBIT A

                                 EXERCISE NOTICE

                 [To be executed only upon exercise of Warrant]

    The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for the purchase of the number of shares of Common Stock of ITC Learning
Corporation as is set forth below, and herewith makes payment therefor, all at
the price and on the terms and conditions specified in the attached Warrant
Certificate and requests that certificates for the shares of Common Stock hereby
purchased (and any securities or other property issuable upon such exercise) be
issued in the name of and delivered to the person specified below whose address
is set forth below, and, if such shares of Common Stock shall not include all of
the shares of Common Stock now and hereafter issuable as provided in the
attached Warrant Certificate, then ITC Learning Corporation shall, at its own
expense, promptly issue to the undersigned a new Warrant Certificate of like
tenor and date for the balance of the shares of Common Stock issuable
thereunder.

Date:
       --------------------

Amount of Shares Purchased:
                             --------------

Aggregate Purchase Price:    $
                              -------------

Printed Name of Registered Holder:
                                   --------------------------------

Signature of Registered Holder:
                                   --------------------------------

NOTICE:   The signature on this Exercise Notice must correspond with the name
          as written upon the face of the attached Warrant Certificate in every
          particular, without alteration or enlargement or any change
          whatsoever.

Stock Certificates to be issued and registered in the following name, and
delivered to the following address:

                        -----------------------------------
                        (Name)

                        -----------------------------------
                        (Street Address)

                        -----------------------------------
                        (City)          (State)  (Zip Code)




<PAGE>   17
                                  AMENDMENT TO

                               WARRANT CERTIFICATE

                 To Purchase 349,800 Shares of Common Stock of:

                            ITC LEARNING CORPORATION

    FOR VALUE RECEIVED, and in accordance with Section 8.5 of that certain
warrant to purchase common stock, par value $.10 per share (the "Common Stock")
of ITC Learning Corporation, a Maryland corporation (the "Company") dated
December 31, 1999 (the "Warrant") which entitles New River Capital Partners L.P.
(the "Holder") to purchase 349,800 shares of the Common Stock in accordance with
the terms and conditions set forth therein and herein, the Company hereby amends
the Warrant as follows:

    1.  SECTION 1.2 of the Warrant is amended to extend the "Exercise Period"
from December 31, 2002 to April 1, 2002, and to read in its entirety as follows:

        "1.2 EXERCISE PERIOD. This Warrant shall be exercisable commencing on
the date of original issuance of this Warrant (the "Exercisability Date") and
continue to be exercisable for the period (the "Exercise Period") until 5:00
p.m., Eastern Standard Time, on April 1, 2002."

    2.  Except as expressly set forth above, the Warrant shall remain in full
force and effect.

    IN WITNESS WHEREOF, this Amendment to the Warrant was executed and delivered
as of March 27, 2000.

                                ITC LEARNING CORPORATION,

                                  a Maryland corporation

                                     By: /s/ CHRISTOPHER E. MACK
                                        -----------------------------
                                     Name: Christopher E. Mack
                                          ---------------------------
                                     Title: President
                                           --------------------------


                                NEW RIVER CAPITAL PARTNERS, L.P.

                                     By: /s/ THOMAS C. BYRNE
                                        -----------------------------
                                     Name: Thomas C. Byrne
                                          ---------------------------
                                     Title: President
                                           --------------------------