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                                                                   EXHIBIT 10.52


         THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE
         SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
         EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
         UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                               VCAMPUS CORPORATION

                            VOID AFTER APRIL 20, 2005

         This Warrant (the "Warrant") is issued to US WEST Internet Ventures,
Inc. or its registered assigns ("Holder") by VCampus Corporation, a Delaware
corporation (the "Company"), on April 20, 2000 (the "Warrant Issue Date") for
consideration of $1,000 in the aggregate, receipt of which is hereby
acknowledged.

         1. Purchase Shares. Subject to the terms and conditions hereinafter set
forth, the Holder is entitled, upon surrender of this Warrant at the principal
office of the Company (or at such other place as the Company shall notify the
holder hereof in writing), to purchase from the Company up to 714,285 shares of
Common Stock of the Company (the "Warrant Shares") at the Exercise Price
(defined below), subject to adjustment as provided in Section 8 (and subject to
adjustment as provided in Section 5 in the event the Holder elects the "cashless
exercise" procedure in Section 5).

         2. Exercise Price. The purchase price for the Shares shall be $7.00 per
Warrant Share, as adjusted from time to time pursuant to Section 8 hereof (the
"Exercise Price").

         3. Exercise Period. This Warrant shall be exercisable with respect to
one-half (1/2) of the Warrant Shares commencing immediately upon issuance and
with respect to the remaining one-half (1/2) of the Warrant Shares commencing
one year from the date of issuance, and ending at 5:00 p.m. on April 20, 2005.

         4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:

               (a) the surrender of the Warrant, together with a duly executed
          copy of the form of Notice of Exercise attached hereto, to the
          Secretary of the Company at its principal offices; and

               (b) the payment to the Company of an amount equal to the
          aggregate Exercise Price for the number of Warrant Shares being
          purchased.

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         5. Net Exercise. In lieu of exercising this Warrant pursuant to Section
4, the Holder may elect to receive, without the payment by the Holder of any
additional consideration, Warrant Shares equal to the value of this Warrant (or
the portion thereof being canceled) by surrender of this Warrant at the
principal office of the Company together with the Notice of Exercise attached
hereto indicating such election, in which event the Company shall issue to the
holder hereof a number of Warrant Shares computed using the following formula:

                                       Y (A - B)
                                       ---------
                               X =         A

 Where:   X =  The number of Warrant Shares to be issued to the Holder pursuant
               to this net exercise;

          Y =  The number of Warrant Shares in respect of which the net issue
               election is made;

          A =  The fair market value of one Warrant Share at the time the net
               issue election is made;

          B =  The Exercise Price (as adjusted to the date of the net issuance).

For purposes of this Section 5, the fair market value of one Warrant Share as of
a particular date shall be determined as follows: (i) if traded on a securities
exchange or through the Nasdaq National Market or the Nasdaq SmallCap Market,
the value shall be deemed to be the average of the closing prices of the
securities on such exchange over the thirty (30) day period ending one day prior
to the net exercise election; (ii) if traded over-the-counter, the value shall
be deemed to be the average of the closing bid or sale prices (whichever is
applicable) over the thirty (30) day period ending one day prior to the net
exercise; and (iii) if there is no active public market, the value shall be the
fair market value thereof, as determined in good faith by the Board of Directors
of the Company; provided, however, the Holder covenants and agrees that at least
30 days prior to effecting a net exercise pursuant to this Section 5, it will
provide written notice of same to the Company and that it will make itself
reasonably available to review any proposals submitted by the Company during
such period in an effort to reach an agreement by which the Holder would effect
a cash exercise for the full number of Warrant Shares in lieu of effecting a net
exercise; provided further, however, that (i) any proposal may be rejected by
the Holder in its sole discretion and (ii) Holder shall not be required to give
such notice or review proposals if doing so would limit Holder's rights, in any
material respect, to resale the Warrant Shares under any available registration
statement or if Holder notifies the Company that reviewing proposals would be
unproductive because Holder has no funds available for such an investment.

         6. Certificates for Shares. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Warrant
Shares so purchased shall be issued as soon as practicable thereafter (with
appropriate restrictive legends, if applicable), and in any event within ten
(10) days of the delivery of the subscription notice.


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         7. Issuance of Shares. The Company covenants that the Warrant Shares,
when issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.

         8. Adjustment of Exercise Price and Kind and Number of Shares. The
number and kind of securities purchasable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time as follows:

               (a) Subdivisions, Combinations and Other Issuances. If the
          Company shall at any time prior to the expiration of this Warrant (i)
          subdivide its Common Stock, by split-up or otherwise, or combine its
          Common Stock, (ii) issue additional shares of its Common Stock or
          other equity securities as a dividend with respect to any shares of
          its Common Stock, or (iii) declare a cash dividend with respect to any
          shares of its Common Stock, the number of shares of Common Stock
          issuable on the exercise of this Warrant shall forthwith be
          proportionately increased in the case of a subdivision or stock or
          cash dividend, or proportionately decreased in the case of a
          combination. Appropriate adjustments shall also be made to the
          purchase price payable per share, but the aggregate purchase price
          payable for the total number of Warrant Shares purchasable under this
          Warrant (as adjusted) shall remain the same. Any adjustment under this
          Section 8(a) shall become effective at the close of business on the
          date the subdivision or combination becomes effective, or as of the
          record date of such dividend, or in the event that no record date is
          fixed, upon the making of such dividend.

               (b) Reclassification, Reorganization and Consolidation. In case
          of any reclassification, capital reorganization, or change in the
          Common Stock of the Company (other than as a result of a subdivision,
          combination, or stock dividend provided for in Section 8(a) above),
          then, as a condition of such reclassification, reorganization, or
          change, lawful provision shall be made, and duly executed documents
          evidencing the same from the Company or its successor shall be
          delivered to the Holder, so that the Holder shall have the right at
          any time prior to the expiration of this Warrant to purchase, at a
          total price equal to that payable upon the exercise of this Warrant
          (subject to adjustment of the Exercise Price as provided in Section
          8), the kind and amount of shares of stock and other securities and
          property receivable in connection with such reclassification,
          reorganization, or change by a holder of the same number of shares of
          Common Stock as were purchasable by the Holder immediately prior to
          such reclassification, reorganization, or change. In any such case
          appropriate provisions shall be made with respect to the rights and
          interest of the Holder so that the provisions hereof shall thereafter
          be applicable with respect to any shares of stock or other securities
          and property deliverable upon exercise hereof, and appropriate
          adjustments shall be made to the purchase price per share payable
          hereunder, provided the aggregate purchase price shall remain the
          same.

               (c) Notice of Adjustment. When any adjustment is required to be
          made in the number or kind of shares purchasable upon exercise of the
          Warrant, or in the Exercise Price, the Company shall promptly notify
          the holder of such event and of the number of shares of Common Stock
          or other securities or property thereafter purchasable upon exercise
          of this Warrant.


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               (d) Issuance of New Warrant. Upon the occurrence of any of the
          events listed in this Section 8 that results in an adjustment of the
          type, number or exercise price of the securities underlying this
          Warrant, the Holder shall have the right to receive a new warrant
          reflecting such adjustment upon the Holder tendering this Warrant in
          exchange. The new warrant shall otherwise have terms identical to this
          Warrant.

         9. Covenants and Conditions.

               (a) No Impairment. Pursuant to the terms and conditions of this
          Warrant, Company shall: (i) reserve an appropriate number of shares of
          Company's Common Stock to facilitate the issuance of shares to Holder
          pursuant to this Warrant, (ii) not amend its articles or take any
          other action that would materially impair Company's ability to comply
          with the terms of the Warrant or otherwise unfairly impair the rights
          of the Holder, and (iii) provide Holder with reasonable notice before
          Company undertakes any significant corporate action that would have a
          material impact upon Holder's rights under the Warrant or upon the
          rights of the holders of Common Stock generally.

               (b) Registration Rights. The Company and Holder shall enter into
          a Registration Rights Agreement simultaneous with the execution of
          this Warrant on terms mutually agreeable to both parties.

         10. Representations and Warranties. Pursuant to the terms and
conditions of this Warrant, the Company represents and warrants that (i) the
Company is properly organized and structured pursuant to all applicable
corporate laws of the State of Delaware, (ii) the issuance of this Warrant has
been duly authorized by all necessary corporate action of the Company and does
not conflict with the terms any of the bylaws, articles of incorporation or
material agreements of the Company, (iii) the capitalization of the Company (on
a fully diluted basis) is as set forth on Exhibit A hereto and (iv) all reports
and other information filed with the United States Securities Exchange
Commission were, on the date they were filed, complete and accurate in all
material respects, and do not make any material misstatement or omit to state
any facts that are material to the operations, financial results or prospects of
the Company. In addition, the Company has disclosed to Holder all material
changes in the Company's operations, financial results or prospects since the
date of its most recent SEC filing.

         11. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.

         12. No Stockholder Rights. Prior to exercise of this Warrant, the
Holder shall not be entitled to any rights of a stockholder with respect to the
shares of Common Stock issuable on the exercise hereof, including (without
limitation) the right to vote such shares of Common Stock, receive dividends or
other distributions thereon, exercise preemptive rights or be notified of
stockholder meetings, and such holder shall not be entitled to any notice or
other communication concerning the business or affairs of the Company. However,
nothing in this Section 12 shall limit the right of the Holder to be provided
the Notices required under this Warrant.


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         13. Successors and Assigns. The terms and provisions of this Warrant
shall inure to the benefit of, and be binding upon, the Company and the Holder
and their respective successors and assigns.

         14. Amendments and Waivers. Any term of this Warrant may be amended and
the observance of any term of this Warrant may be waived (either generally or in
a particular instance and either retroactively or prospectively), with the
written consent of the Company and the Holder. Any waiver or amendment effected
in accordance with this Section shall be binding upon each holder of any shares
of Common Stock purchased under this Warrant at the time outstanding (including
securities into which such shares have been converted), each future holder of
all such Shares, and the Company.

         15. Notices. All notices required under this Warrant and shall be
deemed to have been given or made for all purposes (i) upon personal delivery,
(ii) upon confirmation receipt that the communication was successfully sent to
the applicable number if sent by facsimile; (iii) one day after being sent, when
sent by professional overnight courier service, or (iv) five days after posting
when sent by registered or certified mail. Notices to the Company shall be sent
to the principal office of the Company (or at such other place as the Company
shall notify the Holder hereof in writing). Notices to the Holder shall be sent
to the address of the Holder on the books of the Company (or at such other place
as the Holder shall notify the Company hereof in writing).

         16. Attorneys' Fees. If any action of law or equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to its reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.

         17. Captions. The section and subsection headings of this Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.

         18. Governing Law. This Warrant shall be governed by the laws of the
State of Virginia as applied to agreements among Virginia residents made and to
be performed entirely within the State of Virginia.

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IN WITNESS WHEREOF, VCampus Corporation caused this Warrant to be executed by an
officer thereunto duly authorized.

                                  VCAMPUS CORPORATION

                                  By:
                                         -------------------------------
                                  Name:
                                         -------------------------------
                                  Address: 1850 Centennial Park Drive, Suite 200
                                           Reston, VA 20191



                                  Fax Number: (703) 893-1905



Agreed and Accepted:



U S WEST INTERNET VENTURES, INC.





By:
      -------------------------------

Name:
      -------------------------------

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                               NOTICE OF EXERCISE



To:

         The undersigned hereby elects to [check applicable subsection]:

         ________          (a) Purchase _________________ shares of Common Stock
                           of _____________, pursuant to the terms of the
                           attached Warrant and payment of the Exercise Price
                           per share required under such Warrant accompanies
                           this notice;

         OR

         ________          (b) Exercise the attached Warrant for [all of the
                           shares] [________ of the shares] [cross out
                           inapplicable phrase] purchasable under the Warrant
                           pursuant to the net exercise provisions of Section 5
                           of such Warrant.

         The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.

                                 WARRANTHOLDER:


                                 -----------------------------------------


                                 By:
                                     [NAME]

                                 Address:

Date:


Name in which shares should be registered:



<PAGE>   8



               EXHIBIT A -- CAPITALIZATION OF VCAMPUS CORPORATION




As of April 20, 2000

<TABLE>
<CAPTION>
Instrument                             Shares
<S>                               <C>
Common Stock                         7,675,001
Preferred Stock - Series C             623,339
Preferred Stock - Series D           1,073,370
Preferred Stock - Series E             141,913
Stock Warrants                       2,441,532
Stock Options                        1,601,359

  Total:                            13,556,514
</TABLE>