Exhibit 10.3

      THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED,  OR ANY STATE  SECURITIES  LAWS. THEY HAVE BEEN
      ACQUIRED  SOLELY  FOR  INVESTMENT  AND  NOT  WITH A VIEW  TO,  OR IN
      CONNECTION WITH, THE SALE OR DISTRIBUTION  THEREOF.  THEY MAY NOT BE
      SOLD,   OFFERED  FOR  SALE,   PLEDGED,   HYPOTHECATED  OR  OTHERWISE
      DISTRIBUTED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
      RELATED  THERETO OR AN OPINION OF COUNSEL,  SATISFACTORY IN FORM AND
      SUBSTANCE  TO THE COMPANY  THAT SUCH  REGISTRATION  IS NOT  REQUIRED
      UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  AND ANY  APPLICABLE
      STATE SECURITIES LAWS.


                                     WARRANT

No.   Doerge - 1
      Warrant                                                   December 1, 2000

                 To Purchase 7,500,000 Shares of Common Stock of
              LearnCom, Inc., a Nevada corporation (the "COMPANY")

      1.    NUMBER OF SHARES; EXERCISE PRICE; TERM. This certifies that for good
and  valuable  consideration,  receipt  and  sufficiency  of  which  are  hereby
acknowledged David Doerge ("HOLDER") is entitled,  upon the terms and subject to
the conditions  hereinafter  set forth, at any time after the date hereof and at
or prior to 11:59  p.m.  Central  Time,  on  December  1, 2005 (the  "EXPIRATION
TIME"),  but not thereafter,  to acquire from the Company,  in whole or in part,
from time to time,  up to  7,500,000  fully paid and  nonassessable  shares (the
"SHARES") of common stock, $.001 par value, of the Company ("COMMON STOCK"),  at
a  purchase  price of $.0132  per Share  (the  "EXERCISE  PRICE").  The right to
purchase  all of the  Shares  under the  Warrant  shall  vest  immediately  upon
issuance of this  Warrant.  The number of Shares,  type of security and Exercise
Price are  subject to  adjustment  as provided  herein,  and all  references  to
"Common  Stock" and "Exercise  Price" herein shall be deemed to include any such
adjustment or series of adjustments.

      2.    EXERCISE OF WARRANT. The purchase rights represented by this Warrant
are exercisable by the Holder, in whole or in part, at any time, or from time to
time,  prior to the  Expiration  Time,  by the surrender of this Warrant and the
Notice of Exercise annexed hereto,  all duly completed and executed on behalf of
the Holder, at the office of the Company in Bensenville, Illinois (or such other
office or agency of the Company as it may  designate by notice in writing to the
Holder at the address of the Holder  appearing  on the books of the Company) and
upon payment of the Exercise  Price for the Shares  thereby  purchased (by cash,
certified  or  cashier's  check,  or  wire  transfer  payable  to the  Company).
Thereupon,  the  Holder as the  holder of this  Warrant,  shall be  entitled  to
receive from the Company a stock  certificate  in proper form  representing  the
number of Shares so purchased, and a new Warrant in substantially identical form
and dated as of such exercise for the purchase of that number of Shares equal to
the  difference,  if any,  between the number of Shares  subject  hereto and the
number of Shares as to which this Warrant is so exercised.

<PAGE>


      3.    ISSUANCE  OF SHARES.  Certificates  for Shares  purchased  hereunder
shall be  delivered  to the Holder  within a  reasonable  time after the date on
which  this  Warrant  shall have been  exercised  in  accordance  with the terms
hereof.  All Shares that may be issued upon the exercise of this Warrant  shall,
upon such exercise,  be duly and validly  authorized and issued,  fully paid and
nonassessable  and free from all  taxes,  liens and  charges  in  respect of the
issuance  thereof  (other than liens or charges  created by or imposed  upon the
Holder  as the  holder  of the  Warrant  or taxes  in  respect  of any  transfer
occurring  contemporaneously  or otherwise specified herein). The Company agrees
that the Shares so issued  shall be and shall for all purposes be deemed to have
been issued to the Holder as the record  owner of such Shares as of the close of
business  on the date on  which  this  Warrant  shall  have  been  exercised  or
converted in  accordance  with the terms  hereof.  The Company will at all times
reserve and keep  available,  solely for  issuance,  sale and delivery  upon the
exercise of this  Warrant,  such  number of Shares,  equal to the number of such
Shares purchasable upon the exercise of this Warrant.

      4.    NO  FRACTIONAL  SHARES  OR  SCRIP.  No  fractional  Shares  or scrip
representing  fractional  Shares  shall  be  issued  upon the  exercise  of this
Warrant. In lieu of any fractional Share to which the Holder as the holder would
otherwise be entitled,  the Holder shall be entitled,  at its option, to receive
either  (i) a cash  payment  equal to the excess of fair  market  value for such
fractional  Share  above  the  Exercise  Price  for such  fractional  share  (as
determined  in good faith by the  Company)  or (ii) a whole  Share if the Holder
tenders the Exercise Price for one whole share.

      5.    NO RIGHTS AS SHAREHOLDERS.  This Warrant does not entitle the Holder
as a holder hereof to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof.

      6.    NO  TRANSFER.   This  Warrant  and  any  right   hereunder  are  not
transferrable by Holder as the holder hereof, in whole or in part.

      7.    EXCHANGE AND REGISTRY OF WARRANT. This Warrant is exchangeable, upon
the surrender hereof by Holder as the registered  holder at the  above-mentioned
office or agency of the Company,  for a new Warrant of  substantially  identical
form  and  dated  as of  such  exchange.  The  Company  shall  maintain  at  the
above-mentioned  office or agency a  registry  showing  the name and  address of
Holder as the registered Holder of this Warrant. This Warrant may be surrendered
for exchange or exercise,  in  accordance  with its terms,  at the office of the
Company,  and the Company  shall be entitled to rely in all  respects,  prior to
written notice to the contrary, upon such registry.

      8.    LOSS, THEFT,  DESTRUCTION OR MUTILATION OF WARRANT.  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,  of indemnity or security  reasonably  satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon surrender and cancellation of this Warrant, if mutilated,  the Company will
make and deliver a new  Warrant of like tenor and dated as of such  cancellation
and reissuance, in lieu of this Warrant.

      9.    SATURDAYS,  SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein  shall be a Saturday or a Sunday or

                                       2
<PAGE>


shall be a legal  holiday,  then such  action  may be taken or such right may be
exercised  on the next  succeeding  day not a  Saturday  or a Sunday  or a legal
holiday.

      10.   ADJUSTMENTS  OF  RIGHTS.  The  purchase  price per Share  and/or the
number of Shares  purchasable  hereunder are subject to adjustment  from time to
time as follows:

            (a)   MERGER  OR  CONSOLIDATION.  If at any  time  there  shall be a
merger or a consolidation  of the Company with or into another  corporation when
the Company is not the  surviving  corporation,  then, as part of such merger or
consolidation,  lawful  provision shall be made so that the Holder as the holder
of this Warrant  shall  thereafter  be entitled to receive upon exercise of this
Warrant,  during the period  specified  herein and upon payment of the aggregate
Exercise Price then in effect, the number of shares of stock or other securities
or property  (including cash) of the successor  corporation  resulting from such
merger  or  consolidation,  to which  the  Holder  as the  holder  of the  stock
deliverable  upon  exercise  of this  Warrant  would have been  entitled in such
merger or  consolidation if this Warrant had been exercised  immediately  before
such merger or consolidation.  In any such case, appropriate adjustment shall be
made in the  application  of the  provisions of this Warrant with respect to the
rights  and  interests  of the Holder as the  holder of this  Warrant  after the
merger or  consolidation.  This provision  shall apply to successive  mergers or
consolidations.

            (b)   RECLASSIFICATION, RECAPITALIZATION, ETC. If the Company at any
time shall,  by  subdivision,  combination  or  reclassification  of securities,
recapitalization,  automatic  conversion,  or other similar event  affecting the
number or character of outstanding shares of Common Stock, or otherwise,  change
any of the securities as to which purchase  rights under this Warrant exist into
the same or a different number of securities of any other class or classes, this
Warrant shall thereafter  represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the  securities  that were subject to the purchase  rights under this Warrant
immediately prior to such subdivision,  combination,  reclassification  or other
change.

            (c)   SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the Company at
any time while this  Warrant  remains  outstanding  and  unexpired  shall split,
subdivide  or combine the  securities  as to which  purchase  rights  under this
Warrant exist, the Exercise Price shall be proportionately decreased in the case
of a  split  or  subdivision  or  proportionately  increased  in the  case  of a
combination.

            (d)   COMMON STOCK DIVIDENDS.  If the Company at any time while this
Warrant is outstanding and unexpired shall pay a dividend with respect to Common
Stock payable in shares of Common  Stock,  or make any other  distribution  with
respect to Common  Stock  payable in shares of Common  Stock,  then the Exercise
Price  shall be  adjusted,  from and  after  the  date of  determination  of the
shareholders  entitled to receive such dividend or  distribution,  to that price
determined by multiplying the Exercise Price in effect immediately prior to such
date of  determination  by a fraction  (i) the  numerator  of which shall be the
total number of shares of Common  Stock  outstanding  immediately  prior to such
dividend or  distribution,  and (ii) the denominator of which shall be the total
number of shares of Common Stock outstanding  immediately after such dividend or
distribution.  This paragraph shall apply only if and to the extent that, at the
time of such event, this Warrant is then exercisable for Common Stock.

                                       3
<PAGE>


            (e)   ADJUSTMENT  OF NUMBER OF SHARES.  Upon each  adjustment in the
Exercise  Price  pursuant  to  10(c) or  10(d)  hereof,  the  number  of  Shares
purchasable  hereunder  shall be adjusted,  to the nearest  whole Share,  to the
product  obtained by multiplying  the number of Shares  purchasable  immediately
prior to such  adjustment in the Exercise  Price by a fraction (i) the numerator
of which shall be the Exercise Price immediately  prior to such adjustment,  and
(ii) the denominator of which shall be the Exercise Price immediately after such
adjustment.

      11.   NOTICE OF  ADJUSTMENTS;  NOTICES.  Whenever  the  Exercise  Price or
number or type of securities  issuable  hereunder shall be adjusted  pursuant to
Section 10 hereof,  the  Company  shall  issue and  provide to the Holder as the
holder of this Warrant a certificate signed by an officer of the Company setting
forth, in reasonable detail,  the event requiring the adjustment,  the amount of
the  adjustment,  the method by which such  adjustment  was  calculated  and the
Exercise Price and number of Shares purchasable hereunder after giving effect to
such adjustment.

      12.   GOVERNING  LAW. This Warrant shall be binding upon any successors or
assigns of the Company.  This Warrant shall constitute a contract under the laws
of [Nevada] and for all  purposes  shall be  construed  in  accordance  with and
governed by the laws of said state,  without  giving  effect to the  conflict of
laws principles.

      13.   AMENDMENTS.  This Warrant may be amended and the  observance  of any
term of this Warrant may be waived only with the written  consent of the Company
and the Holder as the holder hereof.

      14.   NOTICE.  All  notices  hereunder  shall be in  writing  and shall be
effective  (a)  on  the  day on  which  delivered  if  delivered  personally  or
transmitted by telex or telegram or telecopier with evidence of receipt, (b) one
business  day  after  the date on which the same is  delivered  to a  nationally
recognized  overnight  courier  service  with  evidence of receipt,  or (c) five
business days after the date on which the same is deposited, postage prepaid, in
the U.S. mail, sent by certified or registered mail,  return receipt  requested,
and addressed to the party to be notified at the address indicated below for the
Company,  or at the address for the Holder set forth in the registry  maintained
by the Company  pursuant to Section 7, or at such other address and/or  telecopy
or telex number  and/or to the  attention of such other person as the Company or
the Holder as the holder may designate by ten- day advance written notice.

      15.   ENTIRE AGREEMENT.  This Warrant and the form attached hereto contain
the entire  agreement  between the parties  with  respect to the subject  matter
hereof and supersede all prior and contemporaneous  arrangements or undertakings
with respect thereto.

                                       4
<PAGE>


      IN WITNESS WHEREOF,  LearnCom, Inc. has caused this Warrant to be executed
by its duly authorized officer.

Dated As Of:  December 1, 2000

                                       LearnCom, Inc.,
                                       a Nevada corporation



                                       By:      /s/ Lloyd Singer
                                           -------------------------------------
                                           Lloyd Singer, Chief Executive Officer

                                       5
<PAGE>


                               NOTICE OF EXERCISE

To:   LearnCom, Inc.

      1.    The undersigned  hereby elects to purchase  ________________  shares
(the  "Shares")  of common  stock $.001 par value of  LearnCom,  Inc.,  a Nevada
corporation (the "Company")  pursuant to the terms of the attached Warrant,  and
tenders  herewith  payment of the purchase  price and any transfer taxes payable
pursuant to the terms of the Warrant, together with an investment Representation
Statement in form and substance satisfactory to legal counsel to the Company.

      2.    The Shares to be received by the  undersigned  upon  exercise of the
Warrant are being acquired for its own account,  not as a nominee or agent,  and
not  with a view  to  resale  or  distribution  of any  part  thereof,  and  the
undersigned has no present intention of selling,  granting any participation in,
or otherwise distributing the same, except in compliance with applicable federal
and state securities laws. The undersigned  further  represents that it does not
have any  contract,  undertaking,  agreement or  arrangement  with any person to
sell,  transfer or grant  participation  to such person or to any third  person,
with  respect to the Shares.  The  undersigned  believes it has received all the
information  it considers  necessary  or  appropriate  for  deciding  whether to
purchase the Shares.

      3.    The undersigned  understands  that the Shares are  characterized  as
"restricted  securities" under the federal  securities laws inasmuch as they are
being acquired from the Company in transactions  not involving a public offering
and that under  such laws and  applicable  regulations  such  securities  may be
resold  without  registration  under the Securities Act of 1933, as amended (the
"Act"),  only  in  certain  limited  circumstances.   In  this  connection,  the
undersigned  represents  that  it is  familiar  with  Rule  144 of the  Act,  as
presently in effect, and understands the resale limitations  imposed thereby and
by the Act.

      4.    The undersigned  understands the certificates  evidencing the Shares
may bear one or all of the following legends:

            (a)   "THESE   SECURITIES  HAVE  NOT  BEEN   REGISTERED   UNDER  THE
            SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE  SECURITIES  LAWS.
            THEY HAVE BEEN ACQUIRED  SOLELY FOR  INVESTMENT  AND NOT WITH A VIEW
            TO, OR IN CONNECTION  WITH, THE SALE OR DISTRIBUTION  THEREOF.  THEY
            MAY  NOT  BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED,  HYPOTHECATED  OR
            OTHERWISE  DISTRIBUTED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
            STATEMENT  RELATED THERETO OR AN EXEMPTION FROM  REGISTRATION  UNDER
            THE  SECURITIES  ACT OF 1933,  AS AMENDED AND ANY  APPLICABLE  STATE
            SECURITIES LAWS."

            (b)   Any legend required by applicable state law.

      5.    Please issue a certificate or certificates  representing said Shares
in the name of the undersigned.

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

                                       1
<PAGE>


      6.    Please  issue a new  Warrant  for  the  unexercised  portion  of the
attached Warrant in the name of the undersigned.


-------------------                    -----------------------------------------
       Date                                           Signature

                                       2