Exhibit 10.18

                                                                [EXECUTION COPY]

                               SECURITY AGREEMENT

       THIS  SECURITY  AGREEMENT is made and delivered as of the April 30, 2001,
by LEARNCOM, INC., an Illinois corporation, with its principal place of business
located at 714 Industrial Drive, Bensenville,  Illinois 60106; LEARNCOM, INC., a
Nevada  corporation,  with  its  principal  place  of  business  located  at 714
Industrial Drive,  Bensenville,  Illinois 60106;  VIDEOLEARNING SYSTEMS, INC., a
Pennsylvania  corporation,  with its principal place of business  located at 850
West Lancaster,  Bryn Mawr,  Pennsylvania  19010;  BNA  COMMUNICATIONS,  INC., a
Delaware  corporation,  with its  principal  place of  business  located  at 714
Industrial Drive, Bensenville, Illinois 60106; and TS ACQUISITIONS INC. with its
principal  place of  business  located  at 714  Industrial  Drive,  Bensenville,
Illinois  60106  (collectively  "Debtor"),  to and for the  benefit of  AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, with
its principal place of business at 120 South LaSalle Street,  Chicago,  Illinois
60603 ("Secured Party").


                                R E C I T A L S:
                                ----------------

       A.     Debtor has  executed and  delivered to Secured  Party that certain
(i)  Revolving  Note of even  date  herewith  payable  to  Secured  Party in the
principal amount of $500,000.00 (said Revolving Note, and any and all extensions
and renewals  thereof,  amendments  thereto and  substitutions  or  replacements
therefor, is hereinafter referred to as the "Revolving Note") and (ii) Term Note
of even date  herewith  payable  to  Secured  Party in the  principal  amount of
$827,500.00  (said Term Note, and any and all  extensions and renewals  thereof,
amendments  thereto and substitutions or replacements  therefor,  is hereinafter
referred  to as the "Term  Note" and,  together  with the  Revolving  Note,  the
"Notes").

       B.     The Notes are  secured  by,  among  other  things,  collateral  as
described  in that certain  Loan and  Security  Agreement of even date  herewith
executed by Debtor and Secured Party (said Loan and Security  Agreement,  as the
same may be amended,  is hereinafter  referred to as the "Loan Agreement").  The
Note,  the  Loan  Agreement  and all  documents  and  instruments  delivered  in
connection   therewith  are  collectively   referred  to  herein  as  the  "Loan
Documents".

       C.     Secured Party requires as a condition  precedent to its making the
loans evidenced by the Notes  (collectively,  the "Loan") that Debtor enter into
this  Security  Agreement and Debtor wishes to grant to Secured Party a security
interest,  mortgage,  lien,  encumbrance  and charge  upon the  collateral  more
particularly hereinafter described.

       NOW, THEREFORE, for and in consideration of the making of the Loan and as
an  inducement to Secured  Party to do so, and for and in  consideration  of the
mutual promises,

<PAGE>


covenants and agreements  hereinafter set forth, Debtor and Secured Party hereby
agree as follows:

       1.     CREATION OF SECURITY  INTEREST.  Debtor,  and each of them, hereby
grants to Secured  Party a security  interest  in and does  hereby  collaterally
assign,  pledge,  mortgage,  convey and set over unto Secured Party the property
described as follows (hereinafter referred to collectively as the "Collateral"),
whether now owned or hereafter acquired:

              (a)    All  accounts,  Receivables  (as such  term is  hereinafter
defined),  contract rights,  general intangibles,  goodwill,  trademarks,  trade
names,  copyrights,  patent  rights,  chattel  paper,  instruments,   documents,
acceptances,  notes, drafts, inventory,  goods, securities,  deposits, cash, tax
refunds,  books,  records,  customer  and  supplier  lists,  ledgers,  invoices,
purchase and sales  orders,  data  processing,  computer and  telecommunications
systems,  including software systems incidental thereto,  insurance policies and
certificates,  guaranties, liens, and other personal property, and all proceeds,
products,  renewals,  substitutions,   replacements,  additions  and  accessions
thereto; and

              (b)    All  monies,  reserves,   deposits,  deposit  accounts  and
interest or dividends thereon,  securities, cash, and cash equivalents and other
property now or at any time or times  hereafter in the  possession  or under the
control of Secured Party or its bailee; and

              (c)    All machinery, equipment, apparatus, appliances, furniture,
furnishings, fixtures and supplies, whether now owned or hereafter acquired; and
all proceeds, products,  renewals,  substitutions,  replacements,  additions and
accessions thereto; and

              (d)    Any and  all  goodwill,  trademarks,  trade  names,  option
rights, books and records, and general intangibles of Debtor; and

              (e)    Any and all rights of Debtor under any  contracts  executed
by Debtor with any provider of goods or services for or in  connection  with any
construction  undertaken  on  or  services  performed  or  to  be  performed  in
connection with any property; and

              (f)    Any  and  all  additions  and  accessories  to  all  of the
foregoing and any and all proceeds, renewals,  replacements and substitutions of
all of the foregoing; and

              (g)    All other  Collateral  or  property  with  respect to which
Debtor has or may hereafter grant to Secured Party a lien or security  interest;
and

              (h)    Any  and  all  additions  and  accessories  to  all  of the
foregoing and any and all proceeds, renewals,  replacements and substitutions of
all of the foregoing.

                                      -2-
<PAGE>


       For purposes hereof, the term "Receivables" shall mean and include all of
Debtor's  present  and  future  rights to  payment  for  goods,  merchandise  or
inventory  sold  or  leased  or  for  services  rendered,   including,   without
limitation,  those which are not evidenced by instruments or chattel paper,  and
whether or not they have been earned by performance, whether or not the same are
listed on any schedules,  reports or assignments furnished to Secured Party from
time to time, or any letters of credit on which Debtor is named as  beneficiary,
contract rights, chattel paper, instruments,  documents, insurance proceeds, and
all such obligations  whatsoever owing to Debtor,  together with all instruments
and all documents of title representing any of the foregoing,  all rights in any
goods,  merchandise or Inventory which any of the same may represent, all rights
in any returned or repossessed goods,  merchandise and Inventory, and all right,
title, security and guaranties with respect to each of the foregoing, including,
without limitation,  any right of stoppage in transit,  replevin and reclamation
and all other rights and remedies of an unpaid  vendor or lienor,  and any liens
held by Debtor as a mechanic, contractor, subcontractor, processor, materialman,
machinist, manufacturer, artisan or otherwise.

       2.     DEBTOR'S OBLIGATIONS.

              (a)    PAYMENT OF  INDEBTEDNESS.  The  security  interest  created
herein is given as additional  security for: the payment to Secured Party of all
indebtedness  evidenced  by and  according  to the terms of the  Note,  the Loan
Agreement  and the other  Loan  Documents;  the  payment  of all sums  hereafter
loaned,  paid out, expended or advanced by Secured Party under the terms of this
Agreement or otherwise,  to or for the account of Debtor, together with interest
thereon;  all  extensions  or renewals of the Note,  the Loan  Agreement and the
other Loan Documents  evidencing sums hereafter  loaned,  paid out,  expended or
advanced by Secured Party,  its successors or assigns,  to or for the account of
Debtor;  the discharge and performance of all agreements and  obligations  under
the Note, the Loan Agreement and the other Loan Documents; (all of the foregoing
are hereinafter collectively called the "Indebtedness").

              (b)    PROTECTION  OF  COLLATERAL.  Debtor  shall take any and all
steps required in the judgment of Secured Party to protect the Collateral and in
pursuance thereof Debtor agrees that the Collateral:

                     (i)    Shall be kept at the principal  place of business of
Debtor and such other locations as shall have been expressly approved in writing
by Secured Party and shall be used only in the conduct in the ordinary course of
Debtor's business;

                     (ii)   Shall  not  be   misused,   wasted  or   allowed  to
deteriorate,  except for the ordinary wear and tear  resulting  from its use, as
aforesaid;

                     (iii)  Shall at all times be insured against loss,  damage,
theft and such other risks as Secured  Party may require in such  amounts,  with
such companies, with such deductibles, under such policies, in such form and for
such periods as shall be  satisfactory  to Secured  Party,  and each such policy
shall provide that the loss thereunder

                                      -3-
<PAGE>


and the proceeds  payable  thereunder  shall be payable to Secured  Party as its
interest may appear,  and Secured Party may apply any proceeds of such insurance
which may be received by Secured  Party  toward the payment of the  Indebtedness
whether due or not due, in such order as Secured Party may determine;

                     (iv)   Shall  not be used in  violation  of any  applicable
statute, law, rule, regulation or ordinance; and

                     (v)    May be examined and  inspected  by Secured  Party at
any time, wherever located.

              (c)    PROTECTION OF SECURITY INTEREST.  Debtor shall take any and
all steps  necessary to protect the priority of the  security  interest  granted
herein, and in pursuance of this obligation, Debtor agrees that:

                     (i)    Debtor shall not sell, transfer,  lease or otherwise
dispose  of any of the  Collateral  or any  interest  therein or offer to do so,
except in the ordinary  course of business of Debtor,  without the prior written
consent  of Secured  Party,  or permit  anything  to be done that may impair the
value of any of the  Collateral or the security  intended to be afforded by this
Agreement;

                     (ii)   Debtor  shall  pay  promptly  when due all taxes and
assessments upon the Collateral or for its use or operation and, if requested in
writing by Secured Party,  shall deliver to Secured Party,  within ten (10) days
after such request, a receipt or other evidence satisfactory to Secured Party of
the payment thereof;

                     (iii)  Debtor shall sign and execute  alone or with Secured
Party any financing statement or other document or procure any documents and pay
all  connected  costs,  expenses  and  fees,   including,   without  limitation,
attorneys' fees, necessary to protect the security interest under this Agreement
against the rights, interests or claims of third persons;

                     (iv)   Debtor shall reimburse  Secured Party for all costs,
expenses and fees,  including,  without  limitation,  court costs and reasonable
attorneys'  fees,  incurred  for any action  taken by Secured  Party to remedy a
default of Debtor under this Agreement;

                     (v)    Debtor shall (A) from time to time promptly  execute
and  deliver  to  Secured  Party  all  such  other  assignments,   certificates,
supplemental writings, and financing statements, and do all other acts or things
as Secured  Party may  request in order to more fully  evidence  and perfect the
security  interest  created herein;  (B) punctually and properly  perform all of
Debtor's  agreements and obligations  under this  Agreement,  the Note, the Loan
Agreement and the other Loan Documents and under any other  security  agreement,
mortgage,  deed of trust,  collateral pledge,  agreement or contract of any kind
now or hereafter  existing as security for and in connection with payment of the
Indebtedness,  or any part thereof;  (C) pay the Indebtedness in accordance with
the terms

                                      -4-
<PAGE>


thereof and in accordance with the terms of this  Agreement,  the Note, the Loan
Agreement  and the  other  Loan  Documents  or  other  writings  evidencing  the
Indebtedness,  or any part thereof;  (D) promptly furnish Secured Party with any
information  or  writings  which  Secured  Party  may  request   concerning  the
Collateral; (E) allow Secured Party to inspect all records of Debtor relating to
the Collateral,  the Indebtedness and the business and operation of Debtor,  and
to make and take away copies of such records;  (F) promptly notify Secured Party
of any change in any facts or  circumstances  warranted or represented by Debtor
in this  Security  Agreement  or in any  other  writing  furnished  by Debtor to
Secured  Party in  connection  with the  Collateral,  the  Indebtedness  and the
business and  operation  of Debtor;  (G) promptly  notify  Secured  Party of any
claim,  action or  proceeding  affecting  title to the  Collateral,  or any part
thereof, or the security interest created herein, and, at the request of Secured
Party, appear in and defend, at Debtor's sole cost and expense,  any such action
or proceeding;  and (H) promptly, after being requested by Secured Party, pay to
Secured  Party  the  amount  of all  expenses,  including,  without  limitation,
reasonable  attorneys' fees,  court costs and other legal expenses,  incurred by
Secured Party in enforcing the security interest created herein;

                     (vi)   Except for the  purchase or lease of  Collateral  in
the  ordinary  course of  Debtor's  business  and  financed  by  purchase  money
financing, Debtor shall not, without the prior written consent of Secured Party:
create any other security interest in, mortgage,  pledge, or otherwise  encumber
the Collateral,  or any part thereof, or permit the same to be or become subject
to any lien,  attachment,  execution,  sequestration,  other legal or  equitable
process, or any encumbrance of any kind or character;

                     (vii)  Should the  Collateral,  or any part thereof ever be
in any manner  converted by its issuer or maker into another type of property or
any money or other  proceeds  ever be paid or delivered to Debtor as a result of
Debtor's rights in the Collateral,  then, in any such event,  all such property,
money and  other  proceeds  shall  become  part of the  Collateral,  and  Debtor
covenants to forthwith  pay or deliver to Secured Party all of the same which is
susceptible  of  delivery  and,  at the same  time,  if Secured  Party  deems it
necessary and so requests, Debtor will properly endorse or assign the same. With
respect to any of such  property of a kind  requiring  any  additional  security
agreement,  financing  statement or other writing to perfect a security interest
therein in favor of Secured Party,  Debtor will forthwith execute and deliver to
Secured Party  whatever  Secured  Party shall deem  necessary or proper for such
purpose; and

                     (viii) In the  event  that  Debtor  fails  to  perform  any
covenant,  duty or agreement of Debtor to be  performed in  accordance  with its
terms hereunder,  Secured Party may, but shall never be obligated to, perform or
attempt to perform such covenant, duty or agreement on behalf of Debtor, and any
amount  expended by Secured Party in such  performance or attempted  performance
shall become a part of the  Indebtedness,  and, at the request of Secured Party,
Debtor agrees to pay such amount  promptly to Secured  Party at Secured  Party's
address set forth  opposite  its name  below,  or at such other place as Secured
Party may designate, together with interest thereon at the "Default

                                      -5-
<PAGE>


Interest  Rate" (as such  term is  defined  in the  Note)  from the date of such
expenditure by Secured Party until paid.

       3.     DEFAULT.  The occurrence of any one or more of the following shall
be an "Event of Default" for purposes of this Agreement:

              (a)    NON-PAYMENT  OF  INDEBTEDNESS:   The  failure,  neglect  or
refusal  of  Debtor  to  pay  any  part  of the  principal  or  interest  on the
indebtedness  evidenced by the Note, or any part thereof,  or any other sums due
pursuant to the terms of the Note, the Loan Agreement or any other Loan Document
when due; or

              (b)    UNTRUE    REPRESENTATIONS    AND    WARRANTIES:    If   any
representation or warranty made by Debtor in this Agreement,  the Note, the Loan
Agreement or any other Loan Document or in any certificate,  statement,  notice,
demand or request made or delivered by Debtor  pursuant to or in connection with
this  Agreement,  the Note,  the Loan Agreement or any other Loan Document shall
prove to be untrue or incorrect  in any material  respect on the date when made;
or

              (c)    NON-PERFORMANCE OF OBLIGATIONS:  If any default shall occur
in the due and  punctual  performance  of or  compliance  with any of the terms,
covenants, conditions or agreements contained herein (other than as described in
the preceding clauses (a) through (b) of this Section 3); or

              (d)    ASSIGNMENT  FOR BENEFIT OF  CREDITORS:  The execution of an
assignment for the benefit of creditors by Debtor; or

              (e)    PROCESS AGAINST THE COLLATERAL:  The levy of any execution,
attachment,  sequestration  or other writ  against  the  Collateral  or any part
thereof not dismissed within sixty (60) days after such levy; or

              (f)    DEFAULT UNDER LOAN  DOCUMENTS:  The occurrence of any Event
of Default under any of the Loan Documents.

       4.     CONSEQUENCES OF DEFAULT.  Upon the occurrence of any such Event of
Default,  or at any time  thereafter  while such Event of Default  continues  to
exist, Secured Party may, at its option, declare all Indebtedness secured hereby
to be  immediately  due and payable to Secured Party without demand or notice of
any kind whatsoever,  and such Indebtedness  thereupon shall immediately  become
due and  payable  to  Secured  Party  without  demand or  notice,  but with such
adjustments,  if any,  with  respect  to  interest  or other  charges  as may be
provided for herein or in the Note, the Loan Agreement, the other Loan Documents
or any other written agreements between Debtor and Secured Party.

       5.     SECURED  PARTY'S  RIGHTS AND  REMEDIES.  Secured  Party shall have
available to it the following rights and remedies:

                                      -6-
<PAGE>


              (a)    RIGHT TO ASSIGN.  Secured Party may assign this  Agreement,
and if Secured Party does assign this Agreement,  the assignee shall be entitled
to the  performance  of all of Debtor's  agreements and  obligations  under this
Agreement,  and the assignee shall be entitled to all the rights and remedies of
Secured Party under this  Agreement,  and Debtor  expressly  agrees that it will
assert no claims or  defenses  it may have  against  Secured  Party  against the
assignee except those available to it in this Agreement.

              (b)    RIGHT TO DISCHARGE DEBTOR'S OBLIGATIONS. Secured Party may,
at  its  option,   discharge  taxes,   liens  or  security  interests  or  other
encumbrances at any time levied or placed on the Collateral,  may remedy or cure
any default of Debtor  under the terms of any lease,  rental  agreement or other
document  which in any way pertains to or affects  Debtor's title to or interest
in any of the Collateral,  may pay for insurance on the Collateral,  and may pay
for the  maintenance and  preservation  of the Collateral,  and Debtor agrees to
reimburse Secured Party, on demand, for any payment made or any expense incurred
by Secured Party,  including,  without limitation,  attorneys' fees, pursuant to
the foregoing authorization, together with interest at the Default Interest Rate
from the date so paid or incurred by Secured Party, which payments, expenses and
interest  shall be secured  by the  security  intended  to be  afforded  by this
Agreement and/or by the Loan Agreement and the other Loan Documents.

              (c)    RIGHT OF  ENFORCEMENT.  Secured  Party  shall  have and may
exercise any and all rights of enforcement  and remedies before or after default
afforded to a Secured  Party under the Uniform  Commercial  Code in force in the
State of Illinois  (the  "Uniform  Commercial  Code")  together with any and all
other rights and remedies  otherwise  provided and available to Secured Party at
law or in  equity  as of the  date of this  Agreement  or the  date of  Debtor's
default;  and, in conjunction  with, in addition to, or  substitution  for those
rights and remedies, at Secured Party's discretion, Secured Party may:

                     (i)    To the extent  permitted by law, enter upon Debtor's
premises to take possession of, assemble and collect the Collateral or to render
it or any portion of the Collateral unusable; and/or

                     (ii)   Remedy any default in any reasonable manner, without
waiving its rights and remedies upon default and without waiving any other prior
or subsequent default.

              (d)    RIGHT OF SALE.

                     (i)    Debtor  agrees that should it fail to make  payments
as provided in the Note, the Loan Agreement or the other Loan Documents, or if a
default  be made on any  obligation  or promise  of Debtor  contained  herein or
hereby secured or contained in or secured by the Note, the Loan Agreement or the
other Loan Documents,  then Secured Party may, at its option, sell or dispose of
the  Collateral  at  public or  private  sale  without  any  previous  demand of
performance or notice to Debtor of any such sale whatsoever, except

                                      -7-
<PAGE>


as provided  under the Uniform  Commercial  Code,  and from the proceeds of sale
retain:  (A) all costs and  charges  incurred  by  Secured  Party in taking  and
causing the removal and sale of said property, including such attorneys' fees as
shall have been incurred by Secured Party;  and (B) all sums due pursuant to the
Note, the Loan Agreement,  the other Loan Documents and this Agreement,  and all
accrued interest thereon.  Any surplus of such proceeds  remaining shall be paid
to Debtor.

                     (ii)   At any sale or sales made pursuant to this Agreement
or in a suit to  foreclose  the  same,  the  Collateral  may be sold in masse or
separately, at the same or at different times, at the option of Secured Party or
its assigns.  Such sale may be public or private, with notice as required by the
Uniform  Commercial  Code, and the Collateral need not be present at the time or
place of sale. At any such sale,  Secured Party or the holder of the Note hereby
secured may bid for and purchase any of the property sold,  notwithstanding that
such sale is conducted by Secured Party or its  attorneys,  agents,  or assigns,
and no  irregularity  in the manner of sale or of giving notice shall operate to
preclude Secured Party from recovering the Indebtedness.

                     (iii)  If  any  notification  of  intended  sale  or  other
disposition  of the Collateral or any part thereof is required under the Uniform
Commercial  Code or other law,  such  notification,  if mailed,  shall be deemed
reasonably  and properly given if mailed to Debtor at least ten (10) days before
such sale or disposition.

              (e)    MISCELLANEOUS.  Secured  Party  shall have the right at all
times to enforce the provisions of this Agreement in strict  accordance with the
terms hereof, notwithstanding any conduct or custom on the part of Secured Party
in refraining  from so doing at any time or times.  The failure of Secured Party
at any time or times to enforce  its rights  under said  provisions  strictly in
accordance with the same shall not be construed or operate as a waiver of any of
the rights and remedies  granted  Secured Party hereunder or as having created a
custom  in any  way or  manner  contrary  to the  specific  provisions  of  this
Agreement or as having in any way or manner  modified  the same.  All rights and
remedies of Secured Party are cumulative and concurrent, and the exercise of one
right or remedy by Secured  Party shall not be deemed a waiver or release of any
other right or remedy. Except as otherwise  specifically required herein, notice
of the exercise of any right,  remedy or power  granted to Secured Party by this
Agreement is not required to be given.

       6.     REPRESENTATIONS  AND  WARRANTIES.  Debtor  represents and warrants
that:

              (a)    Debtor has authority to execute and deliver this Agreement;

              (b)    other than in favor of Secured Party or as expressly agreed
in the Loan Agreement,  no financing  statement covering the Collateral,  or any
part thereof, has been filed with any filing officer;

                                      -8-
<PAGE>


              (c)    other than in favor of Secured Party or as expressly agreed
in the Loan Agreement,  no other security agreement covering the Collateral,  or
any part  thereof,  has been made and no security  interest,  other than the one
herein created,  has attached or been perfected in the Collateral or in any part
thereof;

              (d)    no  dispute,  right of  set-off,  counterclaim  or defenses
exist with respect to any part of the Collateral;

              (e)    all  information   supplied  and  statements  made  in  any
financial or credit statement or application for credit heretofore  delivered to
Secured  Party by or on behalf of Debtor or any  guarantor  of the Note prior to
the execution of this Agreement are true and correct in all material respects as
of the date hereof; and

              (f)    at the  time  Secured  Party's  security  interest  created
herein  and/or by virtue of any of the other Loan  Documents  attaches to any of
the  Collateral or its proceeds,  Debtor will be the lawful owner with the right
to transfer any interest therein,  and Debtor will make such further  assurances
so as to prove title to the  Collateral  in Debtor as may be  required  and will
defend the Collateral and its proceeds  against the lawful claims and demands of
all persons whomsoever.

       The  delivery  at any time by Debtor to Secured  Party of the  Collateral
shall  constitute a  representation  and warranty by Debtor under this Agreement
that, with respect to such Collateral, and each item thereof, Debtor is owner of
the  Collateral  and the matters  heretofore  represented  and warranted in this
Paragraph 6 are true,  complete and correct.  Further Debtor,  at the request of
Secured  Party,  agrees  to  amend  this  Agreement  and any  and all  financing
statements  filed in  connection  therewith  for the purpose of setting forth in
said Agreement and said financing statements an accurate and itemized list, when
known,  of the Collateral now generally  described  herein and in said financing
statements  and to include in said accurate and itemized list an  identification
of  the  Collateral  by  make,  model,   serial  number  and  other  appropriate
descriptive data.

       7.     SUBROGATION. If the Indebtedness, or any part thereof, be given in
renewal or extension,  or applied toward the payment of indebtedness  secured by
mortgage,  pledge,  security agreement or other lien, Secured Party shall be and
is hereby subrogated to all of the rights, titles,  security interests and other
liens securing the indebtedness so renewed, extended or paid.

       8.     MUTUAL  AGREEMENTS.  Debtor and Secured  Party  mutually  agree as
follows:

              (a)    "Debtor"  and  "Secured  Party"  as used  in this  Security
Agreement include the successors and permitted assigns of those parties.

              (b)    This  Agreement  includes all  amendments  and  supplements
thereto  and all  assignments  thereof.  This  Agreement  shall not be  amended,
modified or

                                      -9-
<PAGE>


supplemented  without the written  agreement of Debtor and Secured  Party at the
time of such amendment, modification or supplement.

              (c)    It is expressly  intended,  understood and agreed that this
Agreement,  the Note,  the Loan  Agreement and the other Loan Documents are made
and  entered  into for the sole  protection  and  benefit of  Secured  Party and
Debtor, and their respective  successors and assigns (but in the case of assigns
of  Debtor,  only to the extent  permitted  hereunder),  and no other  person or
persons shall have any right of action  hereunder or rights to the Loan proceeds
at any time;  that the Loan  proceeds  do not  constitute  a trust  fund for the
benefit of any third party; that no third party shall under any circumstances be
entitled to any equitable lien on any undisbursed Loan proceeds at any time; and
that Secured Party shall have a lien upon and right to direct application of any
undisbursed Loan proceeds as additional  security for this Agreement,  the Note,
the Loan  Agreement  and the other  Loan  Documents.  The  relationship  between
Secured  Party and Debtor is solely that of a lender and  borrower,  and nothing
contained herein, or in the Note, the Loan Agreement or the other Loan Documents
shall in any manner be construed as making the parties  hereto  partners,  joint
venturers or creating any other relationship other than lender and borrower.

              (d)    This  Agreement  shall be construed in accordance  with and
governed by the laws of the State of Illinois  without  regard to  principles of
conflict of laws.  All  provisions of this  Agreement  shall be deemed valid and
enforceable to the extent  permitted by law. Any provision or provisions of this
Agreement which are held unenforceable, invalid or contrary to law by a court of
competent  jurisdiction,  or the inclusion of which would affect the validity or
enforceability  of this Agreement,  shall be of no force or effect,  and in such
event each and all of the remaining  provisions of this Agreement  shall subsist
and remain and be fully  effective  according to the tenor of this  Agreement as
though such invalid,  unenforceable or unlawful  provision or provisions had not
been included in this Agreement.

              (e)    To the extent  permitted by law,  Debtor  hereby waives any
and all rights to require marshalling of assets by Secured Party.

              (f)    Any and all notices given in connection with this Agreement
shall  be  deemed  adequately  given  only  if in  writing  and  (i)  personally
delivered; or (ii) sent by a nationally-recognized overnight courier service; or
(iii) sent by certified  United States mail,  postage  prepaid,  return  receipt
requested, to the party or parties for whom such notices are intended. A written
notice shall be deemed  received (i) when delivered in person;  (ii) on the next
business day immediately  following the day sent by overnight courier; and (iii)
on the third (3rd)  business day  following  the day sent by  certified  mail. A
written notice shall also be deemed received on (i) the date delivery shall have
been refused at the address required by this Agreement;  or (ii) with respect to
notices sent by United States mail but not  delivered,  the date as of which the
postal  service  shall have  indicated  such notice to be  undeliverable  at the
address  required by this  Agreement.  Any and all  notices  referred to in this
Agreement  or which any party  desires to give to another  shall be addressed as
follows:

                                      -10-
<PAGE>


     As to Secured Party:               American National Bank and Trust
                                        Company of Chicago
                                        120 South LaSalle Street
                                        Chicago, Illinois 60603
                                        Attention: David W. De Witt

     with a copy to:                    Harris Kessler & Goldstein LLC
                                        640 North LaSalle Street
                                        Suite 590
                                        Chicago, Illinois 60610
                                        Attention: Drew Scott, Esq.

     As to Debtor:                      c/o LearnCom, Inc.
                                        714 Industrial Drive
                                        Bensenville, Illinois 60106
                                        Attention: Lloyd Singer

     with a copy to:                    Shefsky & Froelich Ltd.
                                        444 North Michigan Avenue
                                        Chicago, Illinois 60611
                                        Attention: James Asmussen


or in such other manner or to such other address,  as such party shall designate
in a written notice to the other party hereto.

              (g)    Debtor hereby agrees that no liability shall be asserted or
enforced  by Debtor  against  Secured  Party in its  exercise  of the powers and
rights herein  granted,  all such liability  being hereby  expressly  waived and
released by Debtor.  Debtor hereby agrees to indemnify,  defend and hold Secured
Party harmless from and against any and all liability,  expense,  cost or damage
which may be incurred by, asserted  against or imposed upon Secured Party at any
time  which  relate to or arise from the use,  operation  or lease of any of the
Collateral  or the  exercise  by Secured  Party of the powers and rights  herein
granted.

              (h)    This Agreement shall inure to the benefit of Secured Party,
its  successors  and assigns and shall be binding upon Debtor and its successors
and permitted assigns.

                            [SIGNATURE PAGE FOLLOWS]

                                      -11-
<PAGE>


       IN WITNESS  WHEREOF,  Debtor has executed  this  Agreement as of the date
first above written.

                                         LEARNCOM, INC., an Illinois corporation


                                         By: /s/ Lloyd W. Singer
                                            ------------------------------------
                                            Lloyd W. Singer, President and CEO

                                         LEARNCOM, INC., a Nevada corporation


                                         By: /s/ Lloyd W. Singer
                                            ------------------------------------
                                            Lloyd W. Singer, President and CEO

                                         VIDEOLEARNING SYSTEMS, INC., a
                                         Pennsylvania corporation

                                         By: /s/ Homer H. Hewitt
                                            ------------------------------------
                                            Homer H. Hewitt, President and CEO

                                         BNA COMMUNICATIONS, INC.,
                                         a Delaware corporation

                                         By: /s/ Lloyd W. Singer
                                            ------------------------------------
                                            Lloyd W. Singer, President and CEO

                                         TS ACQUISITIONS, INC.,


                                         By: /s/ Lloyd W. Singer
                                            ------------------------------------
                                            Lloyd W. Singer, President and CEO

                                      -12-