Exhibit 10.13

                                 LOAN AGREEMENT

                          Dated as of December 1, 2000


     Pursuant to this Loan  Agreement  (this  "Agreement"),  LEARNCOM,  INC., an
Illinois corporation (the "Borrower"), whose chief executive offices are located
at 720 Industrial  Drive,  Bensenville,  Illinois 60106,  and THE DOERGE CAPITAL
COLLATERALIZED BRIDGE FUND, L.P., a Delaware limited partnership (the "Lender"),
with offices at 30 South Wacker  Drive,  Suite 2112,  Chicago,  Illinois  60606,
agree as follows:

                                 SECTION 1 LOAN

     SECTION 1.1  LOAN.  Subject to the terms and  conditions of this Agreement,
the Lender  agrees to lend to the  Borrower,  and the Borrower  agrees to borrow
from the Lender, the sum of up to One Million and 00/100 Dollars ($1,000,000.00)
(the  "Loan") in four  equal  draws of Two  Hundred  Fifty  Thousand  and 00/100
Dollars  ($250,000.00)  or in such other  amounts as the Borrower and the Lender
shall mutually  agree.  Lender's  commitment to lend under the Loan shall expire
ninety (90) days from the date hereof. Subject to the foregoing,  Borrower shall
provide at least five Business  Days' prior written notice to Lender of the date
on which a draw under the Loan shall occur.

     SECTION 1.2 NOTE.  The Loan shall be evidenced  by a  promissory  note (the
"Note"), substantially in the form of the note set forth in EXHIBIT A, dated the
date hereof,  payable to the order of the Lender,  and in the original principal
amount of the Loan.

     SECTION 1.3 FEES.  Borrower shall pay Doerge Capital  Management  Fund, LLC
("DCM") a commitment fee of $50,000.00 (the  "Commitment  Fee"), a documentation
fee of $15,000.00 (the "Documentation Fee") and a guarantee consideration fee of
$15,000.00 (the  "Consideration  Fee") payable on the date of the closing of the
Loan. The Commitment Fee, the Documentation Fee and the Consideration Fee are in
addition to all  interest  and other sums  payable to Lender and is deemed fully
earned on the date hereof and non-refundable.  Borrower also agrees to pay DCM a
success fee of $20,000.00  (the "Success  Fee") on the Maturity Date (as defined
herein).  Lender acknowledges  receipt of $10,000.00 from Borrower to be applied
against Lender's legal fees incurred in connection herewith.

     SECTION 1.4 PAYMENT OF LOAN. The outstanding  principal  amount of the Loan
and all accrued and unpaid  interest  and other  charges and fees due  hereunder
shall be payable in full on June 1, 2001 or such  earlier date as the Loan shall
be accelerated and become due and payable pursuant to Section 7.2 (the "Maturity
Date").  Borrower agrees that in any action or proceeding  instituted to collect
or enforce collection of the Loan, the entries recorded on the books and records
of the Lender shall be prima facie evidence of the unpaid  principal  balance of
the Loan.

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                               SECTION 2 INTEREST

     SECTION 2.1 INTEREST.  The unpaid  principal amount of the Loan outstanding
from time to time shall bear  interest at the rate of sixteen  percent (16%) per
annum.  Accrued  interest  on the Loan  shall be due and  payable  on the  first
Business Day (as defiend  herein) of each  calendar  month (to and including the
Maturity  Date)  commencing  January 2, 2001.  If for any reason  there  remains
outstanding  and unpaid any principal due on the Loan after the Maturity Date, a
late fee equal to 2% of the  outstanding  and unpaid  principal (the "Late Fee")
will  become due and payable  and will be added to the  principal  amount of the
Loan.  Interest  after the Maturity  Date shall  accrue on the unpaid  principal
(including the Late Fee), accrued interest, fees and other amounts due hereunder
or under  related  documents,  both before and after the entry of any  judgment,
until  paid in full,  at a rate  (the  "Default  Rate")  equal to the  lesser of
twenty-four  percent (24%) per annum or the maximum rate permitted by applicable
law.

     SECTION 2.2 BASIS OF COMPUTATION. Interest shall be computed for the actual
number of days elapsed on the basis of a year consisting of 360 days,  including
the date a drawing on the Loan is funded and  excluding the date such drawing on
the Loan or any portion thereof is paid or prepaid.

                       SECTION 3 PAYMENTS AND PREPAYMENTS

     SECTION 3.1 PAYMENTS.  All payments and prepayments of principal,  interest
and fees on the Loan  shall be deemed  earned and shall be made on or before the
day when due (or,  if such day is not a  Business  Day,  on the next  succeeding
Business  Day) to  Lender  at its  address  set  forth  in the  preamble  above.
"Business  Day" shall  mean any day on which  American  National  Bank and Trust
Company of Chicago is open for  business in Chicago,  Illinois.  All payments of
the obligations  hereunder  shall be made in immediately  available funds to the
Lender by 2:00 p.m. (Chicago time) on the date when due.

     SECTION  3.2  PREPAYMENT.  Borrower  may prepay the  outstanding  principal
amount of the Loan in full, but not in part, at any time. If the Loan is prepaid
or accelerated prior to the scheduled  Maturity Date,  Borrower shall pay on the
date of prepayment or acceleration  the entire  outstanding  principal amount of
the Loan plus an amount equal to the  interest  that would  otherwise  have been
payable pursuant to Section 2.1 if the Loan had remained  outstanding  until the
scheduled Maturity Date and all other fees and expenses due hereunder.

                    SECTION 4 REPRESENTATIONS AND WARRANTIES

     To induce the Lender to make the Loan, the Borrower represents and warrants
to the Lender as of the date hereof that:

     SECTION 4.1 ORGANIZATION.  The Borrower is an Illinois corporation existing
and in good  standing  under the laws of the State of Illinois,  the Borrower is
duly  qualified,  in good standing and authorized to do business in the State of
Illinois and in each jurisdiction where,

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<PAGE>


because of the nature of its  activities  or  properties,  the  failure to be so
qualified  would  have a material  adverse  effect on the  financial  condition,
continued operations or property of the Borrower. The Borrower has the corporate
power and  authority to own its  properties  and to carry on its business as now
being conducted.

     SECTION 4.2  AUTHORIZATION;  NO  CONFLICT.  The  borrowing  hereunder,  the
execution  and delivery of the Note and the  performance  by the Borrower of its
obligations  under this Agreement,  the Note and any other related documents are
within the Borrower's  corporate  powers,  have been authorized by all necessary
corporate  action,  and do not and  will not  contravene  or  conflict  with any
provision  of law or of the  articles  of  incorporation  of the  Borrower,  the
by-laws of the  Borrower or of any other  material  agreement  binding  upon the
Borrower.

     SECTION 4.3 TAXES.  Borrower  has filed or caused to be filed all  federal,
state and  local tax  returns  which,  to the  knowledge  of the  Borrower,  are
required to be filed, and have paid or have caused to be paid all taxes as shown
on such returns or on any  assessment  received by them, to the extent that such
taxes have become due (except for current taxes not  delinquent  and taxes being
contested  in good  faith and by  appropriate  proceedings  for  which  adequate
reserves  have been  provided on the books of the  Borrower,  and as to which no
foreclosure, distraint, sale or similar proceedings have been commenced).

     SECTION 4.4 LIENS.  None of the assets of the  Borrower  are subject to any
mortgage,  pledge, title retention lien, or other lien,  encumbrance or security
interest,  except for liens  relating to current  taxes not  delinquent or taxes
being  contested  in good  faith and by  appropriate  proceedings  and liens and
encumbrances listed on Schedule 4.4.

     SECTION 4.5 LITIGATION AND CONTINGENT LIABILITIES. To Borrower's knowledge,
no  litigation  (including  derivative  actions),   arbitration  proceedings  or
governmental  proceedings are pending or threatened  against the Borrower or its
subsidiaries which would (singly or in the aggregate),  if adversely determined,
have a  material  and  adverse  effect  on the  financial  condition,  continued
operations or prospects of the Borrower or its subsidiaries.

     SECTION 4.6 COMPLIANCE WITH LAWS. The Borrower and its  subsidiaries are in
compliance  with all applicable  statutes,  judicial or  administrative  orders,
licenses,  permits and  governmental  rules and regulations  applicable to them,
including (without  limitation)  environmental laws, the noncompliance with such
laws is reasonably likely to have a material and adverse effect on the financial
condition, operations or property of the Borrower or its subsidiaries.

     SECTION 4.7 VALIDITY AND BINDING  NATURE.  This  Agreement is, and the Note
and the related  documents to which the Borrower is a party,  when duly executed
and delivered  will be,  legal,  valid and binding  obligations  of the Borrower
enforceable  against the Borrower in  accordance  with their  respective  terms,
except as such may be limited by bankruptcy,  insolvency or other laws affecting
creditor's rights and remedies.

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<PAGE>


     SECTION 4.8 SUBSIDIARIES. The Borrower's subsidiaries and parent are listed
in Schedule 4.8 hereto.

     SECTION 4.9 INFORMATION.  All information  heretofore or  contemporaneously
herewith  furnished by the Borrower to the Lender in writing for the purposes of
or in connection with this Agreement or any transaction  contemplated  hereby is
true  and  accurate  in every  material  respect  on the  date as of which  such
information is dated and certified;  and none of such  information is or will be
incomplete  by  omitting  to state  any  material  fact  necessary  to make such
information not misleading.

     SECTION  4.10  ADVERSE  CONTRACTS.  The  Borrower  is  not a  party  to any
agreement or instrument or subject to any charter or other corporate restriction
or any limited liability company restriction,  as applicable,  nor is it subject
to any judgment,  decree or order of any court or governmental body, which could
reasonably  be expected to have a material and adverse  effect on the  business,
assets, liabilities, financial condition or operations of the Borrower or on the
ability of the Borrower to perform its  obligations  under this Agreement or the
Note.  The  Borrower  has not, nor with  reasonable  diligence  should have had,
knowledge of or notice that it is in default in the  performance,  observance or
fulfillment of any of the obligations,  covenants or conditions contained in any
such agreement, instrument, restriction, judgment, decree or order.

     SECTION 4.11 REGULATION U. The Borrower is not engaged  principally in, nor
is one of the Borrower's important activities,  the business of extending credit
for the purpose of purchasing or carrying  "margin  stock" within the meaning of
Regulation U of the Board of Governors of the Federal  Reserve System as now and
from time to time hereinafter in effect.

     SECTION  4.12  FINANCIAL  STATEMENTS.   The  Borrower's  audited  financial
statements as at December 31, 1999 and its unaudited financial  statements as at
September 30, 2000, copies of which have been furnished to the Lender, have been
prepared in conformity with generally accepted accounting  principles applied on
a basis consistent with that of the preceding fiscal year, and fairly present in
all material respects the financial condition of the Borrower and any subsidiary
as at such dates and the results of their operations for the respective  periods
then ended.  Since  September  30,  2000,  no  material,  adverse  change in the
business,  properties,  assets,  operations  or  conditions  of the Borrower has
occurred.  There is no known contingent liability of the Borrower which is known
to be in an  amount  in  excess of  $10,000.00  which is not  reflected  in such
financial statements.

     SECTION 4.13 COMPENSATION  PLANS.  Borrower has paid, and shall continue to
pay all amounts necessary to fund all present and future pension, profit sharing
and deferred compensation plans in accordance with their terms, and Borrower has
not and will not withdraw  from  participation  in,  permit  partial or complete
termination of, or permit the occurrence of any other event with respect to, any
such plan  which  could  result in any  liability  of  Borrower,  including  any
liability to the Pension Benefit  Guaranty  Corporation or its successors or any
other governmental agency.

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<PAGE>


                               SECTION 5 COVENANTS

     Until all obligations of the Borrower hereunder and under the Note are paid
and  fulfilled  in full,  the  Borrower  agrees  that it shall  comply  with the
following covenants, unless the Lender consents otherwise in writing:

     SECTION 5.1 CORPORATE EXISTENCE, MERGERS, ETC. The Borrower, its parent and
its subsidiaries shall preserve and maintain their corporate existence,  rights,
franchises, licenses and privileges, and will not liquidate, dissolve, or merge,
or  consolidate  with or into any other  entity,  or sell,  lease,  transfer  or
otherwise  dispose of all or a substantial part of their assets.  Borrower shall
not amend,  replace or otherwise  modify its articles of incorporation or bylaws
without the written consent of Lender.

     SECTION 5.2 REPORTS, CERTIFICATES AND OTHER INFORMATION. The Borrower shall
furnish to the Lender:

     (a)  INTERIM  REPORTS.  Within 30 days after the end of each calendar month
     of the  Borrower,  a copy  of  internally-prepared  consolidated  financial
     statements  of the  Borrower  and  its  subsidiaries,  consisting  of (i) a
     balance sheet as at the close of such  calendar  month and (ii) a statement
     of earnings for such  calendar  month and for the period from the beginning
     of such fiscal year to the close of such  calendar  month,  together with a
     certificate  executed by an authorized  officer of the Borrower  certifying
     its compliance with the financial covenants specified in Section 5.9.

     (b)  NOTICE OF  DEFAULT.  Borrower  shall  notify  Lender  promptly  of the
     occurrence of any  unmatured  Event of Default,  Event of Default,  adverse
     litigation or material adverse change in its financial condition.

     (c)  OTHER  INFORMATION.   From  time  to  time,  such  other  information,
     concerning the business,  operations,  affairs and/or financial  affairs of
     the  Borrower  or its  subsidiaries  as the Lender may  reasonably  request
     including, but not limited to, budgets, sales projections,  operating plans
     and other financial information..

     SECTION 5.3  INSPECTION.  The  Borrower,  at its expense,  shall permit the
Lender and its agents at any time during  normal  business  hours to inspect its
properties and the properties of its subsidiaries and to inspect and make copies
of their books and records.

     SECTION 5.4 INDEBTEDNESS, LIENS AND TAXES. The Borrower shall:

     (a)  INDEBTEDNESS.  Except with respect to the financing and acquisition of
     CRM Films, L.P. and VideoLearning  Systems,  Inc., as disclosed in Schedule
     5.4(a), Schedule 5.4(g), Schedule 5.5, Schedule 5.10 and Schedule 7(f), not
     incur, permit to remain outstanding,  assume or in any way become committed
     to incur indebtedness for borrowed money, except (i) indebtedness  incurred
     hereunder and (ii)  indebtedness  existing on the date of this Agreement as
     shown on Schedule  5.4(a) and (iii)  indebtedness  incurred in the


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<PAGE>


     ordinary  course of business,  provided that  indebtedness  permitted under
     this clause (iii) shall not exceed  $100,000 in the  aggregate at any time.
     As long as the Loan remains outstanding,  the Borrower hereby covenants not
     to incur any additional  indebtedness from American National Bank and Trust
     Company of Chicago under that certain Loan and Security  Agreement dated as
     of March 23,  1999 or under any other  credit  facility  without  the prior
     written consent of the Lender.

     (b)  LIENS.  Not create,  suffer or permit to exist any lien or encumbrance
     of any kind or nature upon any of its  assets,  now or  hereafter  owned or
     acquired,  or  acquire or agree to acquire  any  property  or assets of any
     character  under any  conditional  sale agreement or other title  retention
     agreement,  but this subsection  shall not be deemed to apply to: (i) liens
     of landlords,  contractors,  laborers or  materialmen,  tax liens, or liens
     securing  performance  or appeal  bonds or other  similar  liens or charges
     arising out of the Borrower's business, provided that tax liens are removed
     before  related taxes become  delinquent  and such other liens are promptly
     removed,  in either case unless  contested in good faith and by appropriate
     proceedings, and as to which adequate reserves shall have been established;
     (ii) liens (A)  incurred in the ordinary  course of business in  connection
     with  worker's  compensation,  unemployment  insurance  or  other  forms of
     governmental  insurance or benefits, (B) to secure performance of statutory
     obligations,  leases or contracts  (other than for borrowed  money) entered
     into in the  ordinary  course of business or (C) to secure  obligations  on
     surety or appeal bonds approved by Lender;  (iii) easements,  restrictions,
     conditions, zoning restrictions,  rights-of-way, licenses and other similar
     charges and encumbrances and other minor defects or irregularities of title
     which do not,  individually  or in the aggregate,  materially and adversely
     affect the rights or remedies of the Lender under this  Agreement or any of
     the documents or instruments  contemplated  by or executed and delivered to
     the Lender in connection herewith; and (iv) liens listed on Schedule 5.4(b)
     hereto.

     (c)  TAXES.  Pay and  discharge  all taxes,  assessments  and  governmental
     charges or levies  imposed  upon it, upon its income or profits or upon any
     properties  belonging  to it, prior to the date on which  penalties  attach
     thereto, and all lawful claims for labor,  materials and supplies when due,
     except  that no such tax,  assessment,  charge,  levy or claim need be paid
     which is being contested in good faith by appropriate proceedings and as to
     which  adequate  reserves shall have been  established,  and as to which no
     foreclosure, distraint, sale or similar proceedings have commenced.

     (d)  GUARANTIES.  Except with respect to the financing and  acquisition  of
     CRM Films, L.P. and VideoLearning  Systems,  Inc., as disclosed in Schedule
     5.4(a), Schedule 5.4(g), Schedule 5.5, Schedule 5.10 and Schedule 7(f), not
     assume,  guarantee,  indorse or otherwise  become or be  responsible in any
     manner (whether by agreement to purchase any  obligations,  stock,  assets,
     goods or  services,  or to supply or advance  any funds,  assets,  goods or
     services,  or otherwise) with respect to the obligation of any other person
     or entity, except by the indorsement of negotiable  instruments for deposit
     or collection in the ordinary course of business.

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<PAGE>


     SECTION  5.5  CAPITAL  STRUCTURE  AND  DISTRIBUTIONS;  BUSINESS.  Except as
identified  on Schedule  5.5,  Borrower  shall not (i)  purchase  or redeem,  or
obligate itself to purchase or redeem,  any capital stock of the Borrower of any
class,  issued and  outstanding  from time to time,  or (ii)  declare or pay any
dividends or  distributions  on the  outstanding  capital stock of the Borrower.
Except with respect to the  financing  and  acquisition  of CRM Films,  L.P. and
VideoLearning Systems,  Inc., as disclosed in Schedule 5.4(a),  Schedule 5.4(g),
Schedule  5.5,  Schedule  5.10 and Schedule  7(f),  Borrower  shall not make any
material change in its capital structure or in its business objectives, purposes
or operations.

     SECTION 5.6  MAINTENANCE  OF PROPERTIES.  The Borrower and each  subsidiary
shall  maintain,  or cause to be maintained,  in good repair,  working order and
condition,  all their  properties  (whether  owned or held  under  lease) to the
extent used or useful for the conduct of the  Borrower's  and each  subsidiary's
business  or  operations,  and  from  time to time  make or cause to be made all
needed and appropriate additions,  betterments,  repairs, renewals, replacements
and  improvements  thereto,  so  that  the  business  carried  on in  connection
therewith may be properly and advantageously conducted at all times.

     SECTION 5.7  INSURANCE.  The Borrower and each  subsidiary  shall  maintain
insurance  in such  amounts  and against  such risks as are  usually  carried by
similar businesses conducting similar operations in similar areas.

     SECTION 5.8 USE OF PROCEEDS.  All proceeds of the Loan shall be used solely
for  lawful  business  purposes.  The  proceeds  from the  Loan  will be used as
follows:  (a)  $250,000  is to be  used as a down  payment  with  regard  to the
acquisition  of CRM Films,  L.P.;  (b) $170,000 will be used to pay interest and
transaction  fees on the Loan;  (c)  $150,000  is to be used with  regard to the
acquisition  of  VideoLearning  Systems,  Inc.;  (d)  $230,000  will be used for
e-learning  product  development;  and (e)  $200,000  will be used  for  working
capital.  Borrower is not  purchasing or carrying any "margin stock" (as defined
in Regulation U of the Board of Governors of the Federal  Reserve System) and no
part of the  proceeds  of any Loan will be used to purchase or carry any "margin
stock" or to extend  credit to others for the purpose of  purchasing or carrying
any "margin stock."

     SECTION 5.9 FINANCIAL COVENANTS.

     (a)  Debt  Service  Coverage  Ratio.  Borrower  shall not  permit  the Debt
     Service  Coverage  Ratio to be less than  1.25:1.00 on the last day of each
     month through and including the date of termination of this Agreement.

     (b)  Borrower  shall  attain  at least 80% of each of the  projections  set
     forth in Schedule  5.9(d).  Borrower  shall test such  projections  monthly
     beginning  on the last day of the month  following  Closing and on the last
     day of each month  through and including  the date of  termination  of this
     Agreement.

     SECTION 5.10  INVESTMENTS  AND LOANS.  Except with respect to the financing
and acquisition of CRM Films, L.P. and VideoLearning Systems, Inc., as disclosed
in Schedule


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<PAGE>


5.4(a),  Schedule  5.4(g),  Schedule 5.5,  Schedule 5.10 and Schedule  7(f), the
Borrower  shall  not make any loan,  advance,  extension  of  credit or  capital
contribution to, or purchase or otherwise acquire for a consideration, evidences
of  indebtedness,  capital  stock  or  other  securities  of any  legal  entity.
Notwithstanding the foregoing, the Borrower may:

     (a)  purchase or otherwise acquire and own short-term money market items;

     (b)  extend credit upon customary  terms to their customers in the ordinary
     course of their business; and

     (c)  extend credit to officers and employees in accordance with policies in
     effect on the date of this  Agreement  of which the Lender has been advised
     in  writing  and  in  the  form  of  reasonable  advances  for  travel  and
     entertainment expenses.

     SECTION 5.11 KEY MAN LIFE  INSURANCE.  Keep and maintain at all times a key
man life insurance policy on Lloyd Singer in an amount not less than $1,000,000,
with Prudential Life Insurance.


                         SECTION 6 CONDITIONS OF LENDING

     The  obligation of the Lender to make the Loans is subject to the following
conditions precedent:

     SECTION  6.1  DOCUMENTATION.  The  Lender  shall have  received  all of the
following,  each duly  executed  and  dated  the date of the  Loan,  in form and
substance  satisfactory  to the Lender and its  counsel,  at the  expense of the
Borrower,  and in such number of signed  counterparts  as the Lender may request
(except for the Note, of which only the original shall be signed):

     (a)  NOTE.  The  Note in the  form  attached  hereto  as  EXHIBIT  A,  with
     appropriate insertions;

     (b)  RESOLUTION.  A copy of a  resolution  of the board of directors of the
     Borrower unanimously  authorizing or ratifying the execution,  delivery and
     performance,  respectively,  of this  Agreement,  the  Note  and the  other
     documents provided for in this Agreement, certified by the secretary of the
     Borrower;

     (c)  LEGAL  OPINION.  A legal opinion from counsel to the Borrower,  in the
     form attached hereto as EXHIBIT B;

     (d)  ORGANIZATIONAL  DOCUMENTS.  Certificate of Good Standing for Borrower,
     certified  by the Illinois  Secretary  of State;  a copy of the Articles of
     Incorporation,  certified  by the  Illinois  Secretary  of  State  and  the
     Secretary  of  Borrower;  a copy of  Borrower's  By-Laws  certified  by the
     Secretary of Borrower,  including all amendments thereto; and an

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<PAGE>


     incumbency  certificate  certified  by the  Secretary  of Borrower  showing
     specimen  signatures  for all officers of Borrower  executing any documents
     evidencing, securing or related to the Loan;

     (e)  WARRANT;  A warrant executed by the parent of the Borrower in favor of
     the Lender to purchase  15,000,000  shares of common stock of the parent of
     the Borrower in the form of EXHIBIT C hereto;

     (f)  SECURITY  AGREEMENT.  A  Security  Agreement  in the form of EXHIBIT D
     hereto  executed by Borrower and the documents  required to be delivered to
     Lender thereunder;

     (g)  DEBT AND LIEN SUBORDINATION  AGREEMENT.  A Debt and Lien Subordination
     Agreement  between  Lender and American  National Bank and Trust Company of
     Chicago in form and substance acceptable to Lender;

     (h)  SOLVENCY  CERTIFICATE.  A solvency  certificate  in form and substance
     acceptable to Lender executed by the Borrower's chief financial officer;

     (i)  EVIDENCE OF  INSURANCE.  Evidence of property,  liability and business
     insurance in form and substance acceptable to Lender;

     (j)  FINANCING  STATEMENTS.  Financing  statements regarding all Collateral
     (as defined in the Security  Agreement),  duly  executed by the Borrower as
     debtor in a form  acceptable to Lender and filed in any and all offices and
     jurisdictions deemed appropriate by Lender in Lender's sole discretion;

     (k)  UCC.  Uniform  Commercial  Code,  tax lien,  bankruptcy  and  judgment
     searches  concerning  Borrower  from all offices and  jurisdictions  deemed
     appropriate by Lender in Lender's sole discretion; and

     (l)  ASSIGNMENT  OF KEY  MAN  INSURANCE.  An  assignment  of Key  Man  Life
     Insurance Policies  maintained by the Borrower pursuant to an Assignment of
     Life Insurance in form and substance acceptable to Lender.

     (m)  MISCELLANEOUS. Such other documents and certificates as the Lender may
     request.

     SECTION 6.2   REPRESENTATIONS AND WARRANTIES; NO DEFAULT.

     (a)  REPRESENTATIONS  AND  WARRANTIES.  At the date of each draw  under the
Loan and on the date of funding  such draw the  Borrower's  representations  and
warranties  set forth  herein shall be true and correct as at such date with the
same effect as though those  representations and warranties had been made on and
as at such date.

     (b)  NO DEFAULT.  At the time of each draw under the Loan, and  immediately
after giving effect to such draw, the Borrower  shall be in compliance  with all
the terms and provisions


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<PAGE>


set  forth  herein  on its part to be  observed  or  performed,  and no Event of
Default or unmatured  Event of Default  shall have occurred and be continuing at
the time of such draw, or would result from the making of such draw.

     Each request for a draw under the Loan shall be an  automatic  warranty and
representation  by Borrower to Lender that the  conditions  in this  Section 6.2
have been satisfied.

                                SECTION 7 DEFAULT

     SECTION 7.1 EVENTS OF DEFAULT.  Each of the following occurrences is hereby
defined as an "Event of Default":

     (a)  NONPAYMENT.  The Borrower shall fail to make any payment of principal,
     interest or other amounts payable  hereunder or under the Note when due and
     payable; or

     (b)  DEFAULT UNDER RELATED  DOCUMENTS.  Any default shall occur or continue
     under the Note or any instrument, document or agreement delivered to Lender
     in  connection  herewith  and such  default or event of  default  continues
     unremedied  for a  period  of  thirty  (30)  days or any  such  instrument,
     document, note or agreement shall not be, or shall cease to be, enforceable
     in accordance with its terms; or

     (c)  WARRANTIES.  Any  representation,   warranty,  schedule,  certificate,
     financial  statement,  report,  notice or other writing  furnished by or on
     behalf of the Borrower to the Lender is false or misleading in any material
     respect on the date as of which the facts  therein  set forth are stated or
     certified; or

     (d)  NONCOMPLIANCE  WITH  THIS  AGREEMENT.  The  Borrower  or  any  of  its
     subsidiaries shall fail to comply with any provision hereof,  which failure
     does not otherwise  constitute an Event of Default,  and such failure shall
     continue for thirty (30) days after  notice  thereof to the Borrower by the
     Lender or any other holder of the Note; or

     (e)  OTHER DEBT.  Any other  indebtedness  for money  borrowed in excess of
     $25,000,  for which  Borrower  or any  subsidiary  of  Borrower  is liable,
     whether as principal obligor, guarantor, or otherwise, whether to Lender or
     any other  person,  is not paid at its stated  maturity  or is  declared or
     otherwise becomes due and payable prior to its stated maturity; or

     (f)  MERGERS, RESTRUCTURE,  CHANGE OF OWNERSHIP. Borrower shall merge into,
     consolidate with or into, or sell,  assign,  lease or otherwise  dispose of
     (whether  in  one  transaction  or  a  series  of   transactions)   all  or
     substantially  all of  its  assets  to  (whether  now  owned  or  hereafter
     acquired)  any person or entity;  or,  except with respect to the financing
     and  acquisition of CRM Films,  L.P. and  VideoLearning  Systems,  Inc., as
     disclosed in Schedule 5.4(a),  Schedule 5.4(g), Schedule 5.5, Schedule 5.10
     and Schedule 7(f),  Borrower shall sell,  issue, or agree to sell or issue,
     any capital  stock or options of  Borrower,  or purchase  capital  stock or
     options, except under such circumstances as will,


                                       10
<PAGE>


     in the opinion of Lender,  not result in a material  adverse  change in the
     financial or business condition of Borrower; or

     (g)  CHANGE IN CONTROL.  Any person or entity  presently  not in control of
     the Borrower shall obtain  control  directly or indirectly of the Borrower,
     whether by purchase or gift of capital  shares or assets,  by contract,  or
     otherwise; or

     (h)  ERISA. Any reportable event shall occur under the Employee  Retirement
     Income Security Act of 1974, as amended, in respect of any employee benefit
     plan maintained for employees of the Borrower; or

     (i)  LITIGATION.   Any  suit,  action  or  other  proceeding  (judicial  or
     administrative) shall be commenced against the Borrower, or with respect to
     any assets of the Borrower,  which is reasonably  likely to have a material
     and  adverse  effect on the  future  operations  of the  Borrower  and such
     proceeding  continues  undismissed  for thirty days after the  commencement
     thereof;  or a final  judgment or settlement in excess of $25,000 in excess
     of  insurance  shall be entered  in, or agreed to in  respect  of, any such
     suit, action or proceeding; or

     (j)  BANKRUPTCY,   ETC.   Any   bankruptcy,   insolvency,   reorganization,
     arrangement, readjustment, liquidation, dissolution, or similar proceeding,
     domestic or foreign,  is instituted by or, if not dismissed  within 45 days
     of  being  instituted,  against  the  Borrower  or any  subsidiary,  or the
     Borrower or any subsidiary shall take any step toward, or to authorize,  or
     in furtherance of, such a proceeding; or

     (k)  INSOLVENCY.  The Borrower or any  subsidiary  shall become  insolvent,
     generally  shall fail or be unable to pay its debts as they  mature,  shall
     admit in writing its inability to pay its debts as they mature,  shall make
     a general assignment for the benefit of its creditors, shall enter into any
     composition or similar  agreement,  or shall suspend the transaction of all
     or a substantial portion of its usual business.

     SECTION 7.2 REMEDIES. Upon the occurrence of any Event of Default set forth
in subsections (a) - (i) of SECTION 7.1 and during the continuance  thereof, the
Lender  may  declare  the Note and any other  amounts  owed to the  Lender to be
immediately  due and payable,  whereupon  the Note and any other amounts owed to
the Lender shall  forthwith  become due and payable.  Upon the occurrence of any
Event of Default set forth in subsections (j) - (k) of SECTION 7.1, the Note and
any other amounts owed to the Lender shall be immediately and  automatically due
and  payable  without  action of any kind on the part of the Lender or any other
holder of the Note. The Borrower expressly waives presentment, demand, notice or
protest of any kind in connection  herewith.  The Lender shall promptly give the
Borrower notice of any such  declaration  pursuant to the first sentence of this
Section  7.2,  but failure to do so shall not impair the  effectiveness  of such
declaration. No delay or omission on the part of the Lender or any holder of the
Note in exercising  any power or right  hereunder or under the Note shall impair
such  right or power or be  construed  to be a waiver of any Event of Default or
any acquiescence

                                       11
<PAGE>


therein,  nor  shall  any  single  or  partial  exercise  of any  power or right
hereunder  preclude other or further  exercise  thereof,  or the exercise of any
other power or right.

                              SECTION 8 DEFINITIONS

     SECTION 8.1   GENERAL. As used herein:

     Debt Service  Coverage Ratio shall mean earnings before taxes plus interest
expense, rent expense,  depreciation expense and amortization expense, minus any
amount of  capital  expenditures  not  financed  by long term  debt;  divided by
contractual  principal  payments and  interest  expense  (inclusive  of indirect
contractual principal payments,  interest expense,  dividend payments and income
tax payments).

     Total  Liabilities shall mean all indebtedness and other obligations of the
Borrower  which,  in  accordance  with  GAAP,  are or  should be  classified  as
liabilities  on a balance sheet of the  Borrower,  including  capitalized  lease
obligations and all contingent liabilities of the Borrower.

     GAAP shall mean generally accepted  accounting  principles set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards Board (or any successor authority) that are
applicable to the  circumstances as of the date of  determination,  consistently
applied.

     The term "subsidiary"  means any corporation,  limited  liability  company,
partnership,  joint venture,  trust, or other legal entity of which the Borrower
owns,  directly or indirectly,  50% or more of the  outstanding  voting stock or
interest, or of which the Borrower has effective control, whether by contract or
otherwise.

     Except as and unless otherwise specifically provided herein, all accounting
terms in this  Agreement  shall  have the  meanings  given to them by  generally
accepted accounting  principles and shall be applied and all reports required by
this  Agreement  shall be prepared,  in a manner  consistent  with the financial
statements referred to in Section 4.12.

                             SECTION 9 MISCELLANEOUS

     SECTION  9.1 WAIVER OF DEFAULT.  The Lender  may, by written  notice to the
Borrower,  at any time and from  time to time,  waive any  Event of  Default  or
unmatured  Event of Default,  which shall be for such period and subject to such
conditions  as shall be specified  in any such  notice.  In the case of any such
waiver the Lender and the Borrower  shall be restored to their  former  position
and rights hereunder and under the Note, respectively,  and any Event of Default
or  unmatured  Event of  Default  so waived  shall be deemed to be cured and not
continuing;  but no such waiver shall  extend to or impair any right  consequent
thereon or to any  subsequent  or other Event of Default or  unmatured  Event of
Default.  No  amendment,  waiver,  modification,  discharge  or  change  of this
Agreement or any related document or instrument shall be valid unless same is in
writing and signed by the party against which enforcement of same is sought.

                                       12
<PAGE>


     SECTION 9.2 NOTICES.  All notices and  communications  under this Agreement
shall be in writing  and shall be given by (a)  hand-delivery,  (b) first  class
mail (postage prepaid),  or (c) reputable overnight  commercial courier (charges
prepaid) to the addresses  set forth below.  Notice shall be deemed to have been
given and received:  (i) if by hand delivery,  upon  delivery;  (ii) if by mail,
five (5) calendar days after the date first deposited in the United States mail;
and (iii) if by overnight courier,  on the date scheduled for delivery.  A party
may change its address for notice by giving written notice to the other party as
specified herein:

                  IF TO LENDER:
                  ------------
                  The Doerge Capital Collateralized Bridge Fund, L.P.
                  30 South Wacker Drive
                  Suite 2112
                  Chicago, Illinois  60606
                  Attention: Mr. Jeff Catuara

                  WITH A COPY TO:
                  --------------
                  Ungaretti & Harris
                  3500 Three First National Plaza
                  Chicago, Illinois 60602
                  Attention:  Gary Levenstein, Esq.

                  IF TO BORROWER:
                  --------------
                  LearnCom, Inc.
                  720 Industrial Drive
                  Bensenville, Illinois  60106
                  Attention:  Mr. Dennis Mola

                  WITH A COPY TO:
                  --------------
                  Shefsky & Froelich, Ltd.
                  444 North Michigan Avenue
                  Suite 2500
                  Chicago, Illinois  60601
                  Attention: Jeffrey A. Melnick, Esq.

     SECTION 9.3  NONWAIVER; CUMULATIVE REMEDIES. No failure to exercise, and no
delay in exercising,  on the part of the Lender of any right, power or privilege
hereunder shall preclude any other or further  exercise  thereof or the exercise
of any other right,  power or  privilege.  The rights and remedies of the Lender
herein  provided  are  cumulative  and not  exclusive  of any rights or remedies
provided by law.

     SECTION 9.4  SURVIVAL OF AGREEMENTS.  All agreements,  representations  and
warranties  made herein shall survive the delivery of the Note and the making of
the Loan.

                                       13
<PAGE>


     SECTION 9.5  SUCCESSORS.  This Agreement shall, upon execution and delivery
by the  Borrower,  and  acceptance  by the Lender in Chicago,  Illinois,  become
effective  and shall be binding  upon and inure to the benefit of the  Borrower,
the Lender and their respective successors and assigns, except that the Borrower
may not transfer or assign any of its rights or interest  hereunder  without the
prior written consent of the Lender.

     SECTION 9.6  CAPTIONS.  Captions in this Agreement are for  convenience  of
reference  only and  shall not  define  or limit any of the terms or  provisions
hereof. References herein to Sections, Schedules, Exhibits or provisions without
reference to the document in which they are  contained  are  references  to this
Agreement.

     SECTION 9.7  SINGULAR AND PLURAL.  Unless the context  requires  otherwise,
wherever used herein the singular  shall include the plural and vice versa,  and
the use of one gender shall also denote the others where appropriate.

     SECTION 9.8  COUNTERPARTS. This Agreement may be executed by the parties on
any number of separate counterparts, and by each party on separate counterparts;
each  counterpart  shall  be  deemed  an  original  instrument;  and  all of the
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.

     SECTION 9.9  EXPENSES.  Borrower  shall  pay all reasonable costs, expenses
and fees (including appraisals,  audits, field examinations,  environmental site
assessments,  lien  and  judgment  searches  and  reasonable  counsel  fees  and
expenses) incurred by Lender (i) in connection with the preparation,  execution,
and delivery  hereof and of the other Loan  documents and the making of the Loan
hereunder  in an  amount  not to exceed  $25,000;  (ii) in  connection  with any
amendment of, or granting of any waiver or consent  under,  any Loan  documents;
(iii) costs of collection in case any Event of Default occurs;  (iv) incident to
the  enforcement  of payment of any  obligations  of  Borrower  by any action or
participation  in, or in connection with, a case or proceeding under any chapter
of the U.S.  Bankruptcy Code, or any successor  statute thereto;  and (v) in any
dispute between the parties,  whether  incurred before or after the Loan is paid
in full, provided the Lender is successful in such dispute.

     SECTION 9.10  CONSTRUCTION.  This  Agreement,  the Note and any document or
instrument  executed in connection  herewith shall be governed by, and construed
and interpreted in accordance  with, the internal laws of the State of Illinois,
and shall be deemed to have been executed in the State of Illinois.

     SECTION 9.11  SUBMISSION TO JURISDICTION;  VENUE;  WAIVER OF JURY TRIAL. TO
INDUCE THE LENDER TO MAKE THE LOAN, AS EVIDENCED BY THE NOTE AND THIS AGREEMENT,
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  AGREEMENT,  THE NOTE OR ANY  DOCUMENT
EXECUTED IN CONNECTION HEREWITH, SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING
SITUS WITHIN CHICAGO,  ILLINOIS. THE BORROWER HEREBY


                                       14
<PAGE>


CONSENTS AND SUBMITS TO THE  JURISDICTION  OF ANY LOCAL,  STATE OR FEDERAL COURT
LOCATED WITHIN SAID CITY AND STATE.  THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO TRIAL BY JURY,  TO TRANSFER  OR CHANGE THE VENUE OF ANY SUIT,  ACTION OR
OTHER  PROCEEDING  BROUGHT AGAINST THE BORROWER BY THE LENDER IN ACCORDANCE WITH
THIS  SECTION,  OR TO CLAIM  THAT ANY SUCH  PROCEEDING  HAS BEEN  BROUGHT  IN AN
INCONVENIENT FORM.

     SECTION 9.12  LAWFUL INTEREST RATE. Anything contained in this Agreement or
in the Note to the  contrary  notwithstanding,  in no event  shall  Borrower  be
required to pay interest  and/or  charges in excess of the maximum  permitted by
applicable  law. Any  provision of this  Agreement or of the Note  requiring any
such payment  shall be void and  unenforceable.  Any amount which may be paid in
respect of the Loan as interest in excess of the maximum permitted by applicable
law shall be credited as a reduction in the unpaid principal balance of the Loan
and/or refunded to Borrower at Lender's election.


                            [SIGNATURE PAGE FOLLOWS]

                                       15
<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the date first above written.

                                LEARNCOM, INC.


                                By:  /s/ LLOYD SINGER
                                      ----------------
                                Its: President and CEO


                                THE DOERGE CAPITAL COLLATERALIZED BRIDGE
                                FUND, L.P.


                                By: DCM Bridge LLC, a Delaware limited liability
                                    company, its general partner


                                By:      /s/ DAVID DOERGE
                                   ---------------------------------------------
                                Its:     Managing Member


                                       16