Exhibit 10.15

            PAYMENTS DUE UNDER THIS NOTE ARE SUBJECT TO THAT CERTAIN
                SUBORDINATION AND INTERCREDITOR AGREEMENT DATED
                 DECEMBER 1, 2000 BETWEEN AMERICAN NATIONAL BANK
                     AND TRUST COMPANY OF CHICAGO AND LENDER

                                    TERM NOTE

$1,000,000.00                                                  CHICAGO, ILLINOIS
                                                                DECEMBER 1, 2000


     FOR  VALUE  RECEIVED,   LEARNCOM,  INC.  (the  "Borrower"),  a  corporation
organized under the laws of the State of Illinois,  promises to pay to the order
of THE DOERGE  CAPITAL  COLLATERALIZED  BRIDGE FUND,  L.P.,  a Delaware  limited
partnership (the "Lender"),  at its main business  office,  the principal sum of
One Million and 00/100 Dollars ($1,000,000.00),  or such lesser principal amount
such as may be outstanding hereunder,  payable as set forth in the Agreement (as
defined below). The final payment of all then outstanding principal and interest
shall be due on the Maturity Date.

     The  unpaid  principal  amount  from time to time  outstanding  shall  bear
interest from the date of this Note at the rates per year,  and payable upon the
due dates,  set forth in that certain Loan Agreement by and between the Borrower
and the  Lender,  dated as of  December  1, 2000,  as the same may be  hereafter
amended or otherwise modified from time to time (the  "Agreement"),  pursuant to
which this Note is issued and to which Agreement  reference is hereby made for a
statement of its terms and provisions, including those under which this Note may
be paid prior to its due date or have its due date accelerated. Payments of both
principal and interest are to be made in immediately  available  funds in lawful
money of the United States of America.

     Reference  is also  made to that  certain  Security  Agreement  dated as of
December 1, 2000 (the "Security Agreement") executed by the Borrower in favor of
the Lender pursuant to which the indebtedness  evidenced hereby is secured.  The
terms  and   conditions  of  the  Agreement  and  the  Security   Agreement  are
incorporated  herein by reference in their entirety.  Any capitalized  term used
but not otherwise defined herein shall have the same meaning as set forth in the
Agreement or the Security Agreement.

     The  Borrower  agrees to pay or  reimburse  the Lender and any other holder
hereof for all costs and  expenses of  preparing,  seeking  advice in regard to,
enforcing  and  preserving  its  rights  under  this  Note  or any  document  or
instrument  executed in connection herewith (including legal fees and reasonable
time charges of attorneys who may be employees of the Lender,  whether in or out
of court, in original or appellate  proceedings or in bankruptcy).  The Borrower
irrevocably  waives  presentment,  protest,  demand  and  notice  of any kind in
connection herewith.

     This Note is made under and governed by the  internal  laws of the State of
Illinois, and shall be deemed to have been executed in the State of Illinois.

<PAGE>


     TO INDUCE THE LENDER TO MAKE THE LOAN  EVIDENCED BY THIS NOTE, THE BORROWER
IRREVOCABLY AGREES THAT, SUBJECT TO THE LENDER'S SOLE AND ABSOLUTE ELECTION, ALL
SUITS,  ACTIONS OR OTHER PROCEEDINGS IN ANY WAY, MANNER OR RESPECT,  ARISING OUT
OF OR FROM OR  RELATED  TO THIS  NOTE OR ANY  DOCUMENT  EXECUTED  IN  CONNECTION
HEREWITH,  SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN CHICAGO,
ILLINOIS.  THE BORROWER HEREBY  CONSENTS AND SUBMITS TO THE  JURISDICTION OF ANY
LOCAL,  STATE OR FEDERAL COURT LOCATED WITHIN  CHICAGO,  ILLINOIS.  THE BORROWER
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT,
ACTION  OR OTHER  PROCEEDING  BROUGHT  AGAINST  THE  BORROWER  BY THE  LENDER IN
ACCORDANCE WITH THIS PARAGRAPH OR TO CLAIM THAT SUCH PROCEEDING HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

                                            LEARNCOM, INC.



                                            By:      /s/ LLOYD SINGER
                                               ---------------------------------
                                            Its:     PRESIDENT AND CEO
                                                --------------------------------

                                      -2-

<PAGE>








PAY TO AMERICAN  NATIONAL BANK AND TRUST COMPANY OF CHICAGO,  WITHOUT  RECOURSE,
WARRANTY OR REPRESENTATION.

                                                 /s/ DAVID DOERGE
                                                --------------------------------