<PAGE>   1
EXHIBIT 4.3


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 291,500 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"), Two Hundred
Ninety-One Thousand Five Hundred (291,500) 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 to purchase up to 291,500 shares of Common Stock (this "Warrant"),  at
a purchase price of $2.00 per share of Common Stock (the "Exercise Price").
This Warrant shall vest as to Seventy-Two Thousand Eight Hundred Seventy-Five
(72,875) shares of Common Stock immediately upon the Holder's funding of the
principal sum of $250,000.00 to the Company pursuant to the terms of that
certain debenture payable by the Company to Holder dated as of the date hereof
(the "Debenture"), and shall vest as to Two Hundred Eighteen Thousand Six
Hundred Twenty-Five (218,625) shares immediately upon the Holder's funding of
the principal sum of $750,000.00 to the Company pursuant to the terms of the
Debenture.  If the Holder does not fund the second payment of $750,000.00 to
the Company pursuant to the Debenture, then this Warrant shall never vest or be
exercisable as to 218,625 shares of Common Stock.  The shares of Common Stock
which vest in accordance with the foregoing are referred to as the "Warrant
Shares" hereinafter.

         I.2     EXERCISE PERIOD.  This Warrant shall be exercisable commencing
one hundred twenty (120) days after 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
October 31, 2000.  Notwithstanding the foregoing, prior to the Exercisability
Date, this Warrant shall become exercisable as to all of the Warrant Shares for
a period of ten (10) business days immediately following the later of (i) the
date on which the Company shall issue any shares of Common Stock at
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a price greater than the Exercise Price in an aggregate amount equal to or
exceeding Two Million Dollars ($2,000,000) or any other shares of capital stock
or debt securities convertible into capital stock in an aggregate amount equal
to or exceeding Two Million Dollars ($2,000,000) to an investor(s) other than
Holder or Holder's affiliates or investors, or (ii) the date on which the
Company notifies the Holder of the issuance thereof.  The Company shall give
the Holder prompt written notice of any such issuance.  This Warrant shall
expire after such ten business day period if not exercised.

         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 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
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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 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





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<PAGE>   4
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 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, 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; 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.

         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 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.





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         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.

III.     EXERCISE

         III.1   EXERCISE OF WARRANT.

                 (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
in cash, by certified check, bank check or wire transfer to an account
designated by the Company.  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.





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<PAGE>   6
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.

         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





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                 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 (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.





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<PAGE>   8
         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 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 "1934 Act") (collectively, a "Holder Indemnitee"), against any
losses, claims, damages,




                                       8
<PAGE>   9
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 1934 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.

         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 1934 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 1934 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.





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<PAGE>   10
         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.

                 (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.





                                       10
<PAGE>   11
         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 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





                                       11
<PAGE>   12
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 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.





                                       12
<PAGE>   13
                 (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 September 30, 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 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.

                 (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





                                       13
<PAGE>   14
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 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 1st day of November, 1999.

                                        ITC LEARNING CORPORATION

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




                                       14
<PAGE>   15
                                   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>   16
                                  AMENDMENT TO

                              WARRANT CERTIFICATE

                 To Purchase 291,500 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
November 1, 1999 (the "Warrant") which entitles New River Capital Partners L.P.
(the "Holder") to purchase 291,500 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 October 31, 2000 to April 2, 2001, and to read in its entirety as
follows:

                 "1.2     EXERCISE PERIOD.  This Warrant shall be exercisable
commencing one hundred twenty (120) days after 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 2, 2001.  Notwithstanding the foregoing, prior to the Exercisability
Date, this Warrant shall become exercisable as to all of the Warrant Shares for
a period of ten (10) business days immediately following the later of (i) the
date on which the Company shall issue any shares of Common Stock at a price
greater than the Exercise Price in an aggregate amount equal to or exceeding
Two Million Dollars ($2,000,000) or any other shares of capital stock or debt
securities convertible into capital stock in an aggregate amount equal to or
exceeding Two Million Dollars ($2,000,000) to an investor(s) other than Holder
or Holder's affiliates or investors, or (ii) the date on which the Company
notifies the Holder of the issuance thereof.  The Company shall give the Holder
prompt written notice of any such issuance.  This Warrant shall expire after
such ten business day period if not exercised."

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


                         [Signatures on following page]






<PAGE>   17
        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
                                           ------------------------------