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                                                                   EXHIBIT 10.50


THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES REGULATORY
AUTHORITY OF ANY OTHER JURISDICTION, NOR HAS ANY COMMISSION OR AUTHORITY PASSED
UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION CONTRARY TO THE
FOREGOING IS UNLAWFUL. THE SHARES MAY NOT BE TRANSFERRED OR RESOLD IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


                             SUBSCRIPTION AGREEMENT
                                  COMMON STOCK

                               VCAMPUS CORPORATION


         1. Subscription. The undersigned (hereinafter referred to as
"Subscriber") hereby subscribes for and agrees to purchase the number of shares
of Common Stock of VCampus Corporation (the "Company"), par value $0.01 per
share, set forth on the signature page hereto (the "Shares") in consideration
for payment by the Subscriber of $7.00 per Share pursuant to this Subscription
Agreement (the "Agreement"). The Subscriber herewith tenders the entire amount
of such purchase price by check or wire transfer payable to the Company.

         The Subscriber acknowledges that at the time of issuance the Common
Stock will not be registered under the Securities Act of 1933 (the "Act"), in
reliance upon an exemption from registration contained in the Act, and that the
Company's reliance upon such exemption is based, at least partially, on the
Subscriber's representations and warranties contained in this Subscription
Agreement.

         2. Acceptance or Rejection of Subscription. Subscriber acknowledges and
agrees that this subscription shall not be effective until accepted in writing
by the Company, and that the Company reserves the right to reject this
subscription in whole or in part. Subscriptions may be rejected for insufficient
documentation or for such other reason as the Company may determine, in its sole
discretion, to be in the best interests of the Company.

         3. Subscriber's Representations and Warranties. Subscriber represents,
warrants, acknowledges and agrees to the following.

          a. Subscriber is a resident of the state indicated on the signature
     page hereof, has its principal office in such state and has not been
     organized for the specific purpose of acquiring the Shares.


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          b. This Agreement is and shall be irrevocable, except that the
     Subscriber shall have no obligations hereunder in the event that the
     subscription is not accepted by the Company in whole or in part.

          c. The Subscriber has read this Agreement carefully and, to the extent
     believed necessary, has discussed the representations, warranties and
     agreements and the applicable limitations upon the Subscriber's resale of
     the Common Stock with counsel.

          d. The Subscriber understands that no federal or state agency has made
     any finding or determination regarding the fairness of this offering, or
     any recommendation or endorsement of this offering.

          e. The Subscriber is an "accredited investor" as defined in Rule 501
     of Regulation D promulgated under the Act.

          f. The Subscriber has received from the Company or others and has read
     copies of the Company's filings with the U.S. Securities and Exchange
     Commission (the "SEC"), and has had an adequate opportunity to ask
     questions of and receive answers from the Company regarding these documents
     (the "SEC Filings").

          g. The Subscriber is purchasing the Common Stock for the Subscriber's
     own account, with the intention of holding the Common Stock for investment
     purposes and not for the purpose of reselling or otherwise participating,
     directly or indirectly, in a distribution of the Common Stock, and shall
     not make any sale, transfer or other disposition of any portion of the
     Common Stock purchased hereby without registration under the Act and any
     applicable securities act of any state or unless an exemption from
     registration is available under such acts.

          h. The Subscriber understands that an investment in the Common Stock
     is a highly illiquid investment, and that, the Subscriber will have to bear
     the economic risk of the investment indefinitely (or at least until such
     shares may become registered as provided under this Agreement) because the
     Common Stock has not been registered under the Act and is being issued
     pursuant to a private placement exemption under Regulation D, on the
     grounds that no public offering is involved. Therefore, the Common Stock
     cannot be offered, sold, transferred, pledged or hypothecated to any
     person, unless either it is subsequently registered under the Act and
     applicable state securities laws or an exemption from registration is
     available and the Subscriber obtains a favorable opinion of the Company's
     counsel to that effect.

          i. The Subscriber understands that the provisions of Rule 144
     promulgated under the Act are not available for at least one (1) year, to
     permit resale of the Common Stock, and there can be no assurance that the
     conditions necessary to permit routine sales of the Common Stock under Rule
     144 will ever be satisfied, and, if Rule 144 should become available,
     routine sales made in reliance on its provisions could be made only in



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     limited amounts and in accordance with the terms and conditions of the
     Rule. The Subscriber further understands that in connection with sales for
     which Rule 144 is not available, compliance with some other registration
     exemption will be required, which may not be available.

          j. The Subscriber understands and agrees that stop transfer
     instructions will be given to the Company's transfer agent or the officer
     in charge of its stock records and noted on the appropriate records of the
     Company to the effect that the Common Stock may not be transferred out of
     the Subscriber's name unless either the Shares become registered under the
     Act or it is established to the satisfaction of counsel for the Company
     that an exemption from the registration provisions of the Act and
     applicable state securities laws is available therefore. The Subscriber
     further agrees that there will be placed on the certificates for the Common
     Stock, or any substitutions therefore, a legend stating in substance as
     follows, that the Subscriber understands and agrees that the Company may
     refuse to permit the transfer of the stock out of its name and that the
     stock must be held indefinitely in the absence of compliance with the terms
     of such legend.

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
          ACT AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH
          REGISTRATION UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL
          (WHICH MAY BE COUNSEL FOR THE CORPORATION) REASONABLY SATISFACTORY TO
          IT THAT SUCH TRANSFER MAY BE MADE IN COMPLIANCE WITH APPLICABLE
          FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS.

          k. The Subscriber agrees to indemnify the Company, its directors,
     officers and employees, and to hold them harmless from and against any and
     all liability, damages, costs or expenses, including reasonable attorney
     fees, on account of or arising out of (i) any inaccuracy in the
     Subscriber's representations and warranties hereinabove set forth; (ii) the
     disposition of any of the Common Stock which it will receive, contrary to
     its foregoing representations and warranties; and (iii) any action, suit or
     proceeding based upon either the claim that the Subscriber's
     representations or warranties were inaccurate or misleading or otherwise
     cause for obtaining damages or redress from the Company, its directors,
     officers or employees, or the disposition of any portion of the Common
     Stock.

         4. Company Representations and Warranties. The Company represents,
warrants, acknowledges and agrees to the following.

          a. Organization and Standing. The Company is a corporation duly
     organized, validly existing and in good standing under the laws of the
     State of Delaware, and has all requisite corporate power and authority to
     own and operate its properties and assets and to carry on its business as
     now conducted and as currently proposed to be conducted. The Company is
     duly qualified and authorized to do business, and is in good




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     standing as a foreign corporation, in Virginia and in each other
     jurisdiction where the nature of its activities and of its properties (both
     owned and leased) makes such qualification necessary, except where a
     failure to do so would not have a material adverse effect on the Company.

          b. Capitalization. The authorized capital of the Company, immediately
     prior to the Closing, will consist of: 1,200,000 shares of Series D
     Convertible Preferred Stock, $0.01 par value per share, 1,073,370 of which
     are issued and outstanding; 1,000,000 shares of Series C Convertible
     Preferred Stock, $0.01 par value per share, 623,339 shares of which are
     issued and outstanding; 3,000,000 shares of Series E Convertible Preferred
     stock, 147,101 of which are issued and outstanding; 4,800,000 shares of
     undesignated and unissued Preferred Stock, $0.01 par value per share; and
     36,000,000 shares of Common Stock, $0.01 par value per share, 7,596,664 of
     which were issued and outstanding as of March 16, 2000.

          All of the outstanding shares of Common Stock and Preferred Stock that
     have been duly authorized and validly issued, are fully paid and
     nonassessable and were issued in compliance with all applicable federal and
     state securities laws. The Company has duly and validly reserved the Shares
     for issuance as contemplated hereby. Except as disclosed in the SEC
     Filings, there are no outstanding rights of first refusal, preemptive
     rights or other rights, options, warrants, conversion rights or other
     agreements, either directly or indirectly, for the purchase or acquisition
     from the Company of any shares of its capital stock.

          c. Authorization. All corporate action on the part of the Company and
     its directors and stockholders necessary for the authorization, execution
     and delivery of this Agreement, the performance of all the Company's
     obligations hereunder and thereunder, and the authorization, issuance, sale
     and delivery of the Shares has been taken. This Agreement, when executed
     and delivered by the Company and the respective other parties thereto,
     shall constitute a valid and legally binding obligation of the Company
     enforceable in accordance with its terms, subject to laws of general
     application relating to bankruptcy, insolvency and the relief of debtors,
     rules and laws governing specific performance, injunctive relief and other
     equitable remedies.

          d. Validity of the Shares. The Shares, when issued pursuant to the
     terms of this Agreement, will be validly issued, and fully paid and
     nonassessable and will be free of any liens or encumbrances; provided,
     however, that the Shares will be subject to restrictions on transfer under
     state and/or federal securities laws as set forth herein.

          e. Compliance with Other Instruments. The Company is not in violation
     of any provisions of its Certificate of Incorporation or its Bylaws as
     amended, or of any provisions of any material agreement or any judgment,
     decree or order by which it is bound or any statute, rule or regulation
     applicable to the Company. Subject to the compliance with such filings as
     may be required to be made with the SEC, the National Association of
     Securities Dealers, Inc. (the "NASD") and certain state securities
     commissions, the execution, delivery and performance of this agreement and
     the issuance



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     and sale of the Shares pursuant hereto, will not result in any such
     violation or be in conflict with or constitute a default under any such
     provisions or result in the creation of any mortgage, pledge, lien,
     encumbrance or charge upon any of the properties or assets of the Company.

          f. Governmental Consents. All consents, approvals, orders or
     authorization of, or registrations, qualifications, designations,
     declarations or filings with, any federal or state governmental authority
     on the part of the Company required in connection with the valid execution
     and delivery of this agreement, the offer, sale or issuance of the Shares,
     or the consummation of any other transaction contemplated hereby, have been
     obtained.

          g. Accuracy of Reports. The SEC Filings required to be filed by the
     Company within the year prior to the date of this Agreement under the
     Securities Exchange Act of 1934 have been duly filed, were in substantial
     compliance with the requirements of their respective forms, were complete
     and correct in all material respects as of the dates at which the
     information was furnished, and contained (as of such dates) no untrue
     statement of a material fact or omitted to state a material fact necessary
     in order to make the statements made therein, in light of the circumstances
     under which they were made, not misleading.

          h. Disclosure. No representation or warranty of the Company contained
     in this Agreement contains any untrue statement of a material fact or omits
     to state a material fact necessary in order to make the statements
     contained herein or therein, in light of the circumstances under which they
     were made, not misleading.

         5. Assignment. This Agreement is not transferable or assignable by the
Subscriber.

         6. Expenses. The Company and the Subscriber shall bear their own
expenses with respect to this Agreement and the transactions contemplated
hereby.

         7. Correct Information. All information which the Subscriber has
provided concerning the Subscriber or its financial position and the
Subscriber's knowledge of financial and business matters is correct and complete
as of the date hereof, and if there should be any material change in such
information prior to the Company's acceptance of the subscription, the
Subscriber will immediately provide the Company with such information.

         8. Miscellaneous. This Agreement shall be construed in accordance with
and governed by the laws of the State of Delaware. This Agreement constitutes
the entire agreement among the parties hereto with respect to the subject matter
hereof and may be amended only by a writing executed by all parties.



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                      SUBSCRIPTION AGREEMENT SIGNATURE PAGE


         IN WITNESS WHEREOF, the Subscriber has executed this Subscription
Agreement effective on this the 20th day of April 2000.


       357,143    = Shares of Common Stock
   -----------

   $ 2,500,000    = total payment by Subscriber
   -----------




--------------------------------------       -----------------------------------
Signature of Subscriber

                                             -----------------------------------
     US West Internet Ventures, Inc.                        Address
--------------------------------------------
Printed or typed name of Subscriber (in
exactly the form in which securities are to
be registered)


--------------------------------------------
Printed or Typed Name and Title of person
signing


FOR COMPANY USE ONLY:

         ACCEPTED EFFECTIVE ON THE 20TH DAY OF APRIL 2000 ON BEHALF OF VCAMPUS
CORPORATION FOR 357,143 SHARES OF COMMON STOCK.


BY:
   ---------------------------------
NAME:
     -------------------------------
TITLE:
      ------------------------------



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