Exhibit 10.19

$827,500.00                                                    Chicago, Illinois
                                                                  April 30, 2001

                                    TERM NOTE

     THIS TERM NOTE (this "Note"),  made in Chicago,  Illinois,  as of April 30,
2001,  for EIGHT HUNDRED  TWENTY-SEVEN  THOUSAND FIVE HUNDRED AND NO/100 DOLLARS
($827,500.00), with interest as provided herein.

     1.   (a)  This Note is made 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 (referred to herein collectively
as the,  "Maker"),  and 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 ("Lender").  Lender and any subsequent
holder from time to time of this Note is  sometimes  hereinafter  referred to as
"Payee."  The  amount  disbursed  by  Lender  to  Maker,  repayment  of which is
evidenced by this Note, is sometimes hereinafter referred to as the "Loan."

          (b)  Maker hereby  promises to pay to the order of Payee the principal
sum of EIGHT  HUNDRED  TWENTY-SEVEN  THOUSAND  FIVE  HUNDRED AND NO/100  DOLLARS
($827,500.00),  in lawful  money of the  United  States of  America,  and to pay
interest on the balance of principal outstanding and unpaid hereon from the date
hereof  until the maturity  hereof  (whether by lapse of time,  acceleration  or
otherwise)  at the rate  per  annum  equal to the  "Prime  Rate"  of  Lender  as
announced  by  Lender  from  time to  time  in  effect  hereunder  PLUS  one and
twenty-five  one  hundredths of one percent  (1.25%) and, after the (i) the Term
Loan Maturity Date or (ii) occurrence of an Event of Default hereunder, the rate
per annum from time to time in effect under the terms hereof PLUS three  percent
(3%) (the "Default  Interest  Rate") on a floating  basis,  computed and payable
monthly in arrears on the basis of actual days  elapsed and a three  hundred and
sixty (360) day year.

          (c)  Installments  of  interest  shall  be  paid  monthly  in  arrears
commencing  the last  Business Day of the  calendar  month during which the loan
evidenced  hereby is made and continuing  thereafter on the last Business Day of
each successive calendar month. Borrower shall make a one-time principal payment
on the Term Note of not less than One Hundred  Thousand  and  No/100ths  Dollars
($100,000.00)  on or before July 29,  2001.  Installments  of  principal  in the
amount of Fifteen  Thousand and No/100  Dollars  ($15,000.00),  plus interest as
aforesaid on the outstanding principal amount of the Term

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Note,  shall be paid monthly in arrears  commencing  on the last Business Day of
the calendar month during which the loan evidenced hereby is made and continuing
thereafter on the last Business Day of each successive calendar month thereafter
through and including March 31, 2002 (the "Term Maturity Date").  Borrower shall
make a  final  payment  of all  accrued,  unpaid  interest,  together  with  the
outstanding  principal  balance of the  indebtedness  evidenced  hereby,  on the
Maturity Date.

          (d)  This Note is issued  pursuant to the terms of a Loan and Security
Agreement  of even  date  herewith  executed  by Maker  and  Lender  (the  "Loan
Agreement"), and is secured by, among other things, (i) the Loan Agreement; (ii)
that  certain  Security  Agreement of even date  herewith  executed by Maker and
Lender (said  Security  Agreement,  as the same may be amended,  is  hereinafter
referred to as the "Security  Agreement");  and (iii) the Other  Agreements  (as
defined in the Loan Agreement)  (collectively,  such  agreements,  documents and
instruments   may  be  hereinafter   collectively   referred  to  as  the  "Loan
Documents").  All of  the  agreements,  conditions,  covenants,  provisions  and
stipulations contained in the Loan Documents are hereby made a part of this Note
to the same  extent and with the same force and effect as if they were fully set
forth herein and Maker  covenants  and agrees to keep and perform them, or cause
them to be kept and performed, strictly in accordance with their terms.

          (e)  Interest on all payments on account of the indebtedness evidenced
by this Note shall first be applied to late charges and costs and fees  incurred
by Payee in enforcing its rights hereunder or under the Loan Documents,  next to
interest on the unpaid principal  balance  hereunder and the remainder to reduce
the unpaid principal balance hereunder.

          (f)  Interest  shall be computed on the basis of a three hundred sixty
(360) day year consisting of twelve (12) thirty (30) day months.

          (g)  From and after the (i) Term Loan Maturity date or (ii) occurrence
of an Event of Default (as such term is hereinafter defined) hereunder, any sums
remaining unpaid  hereunder shall bear interest at the "Default  Interest Rate."
The  "Default  Interest  Rate"  shall mean three  percent  (3%) in excess of the
interest rate per annum otherwise applicable  hereunder.  Default interest shall
be computed on the basis of a three hundred  sixty (360) day year  consisting of
twelve (12) months.

          (h)  If any  installment of principal or interest due hereunder  shall
become overdue for five (5) days after the date when due, the undersigned  shall
pay to the holder hereof on demand a "late charge" of five cents ($.05) for each
dollar so overdue in order to defray part of the  increased  cost of  collection
occasioned by any such late payment, as liquidated damages and not as a penalty.

          (i)  Payment of all  amounts  due under this Note shall be made at the
office of Lender, 120 South LaSalle Street, Chicago,  Illinois 60603, or at such
other place as Payee may from time to time designate in writing.

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          (j)  Notwithstanding  any  provisions  of  this  Note  or of the  Loan
Documents to the contrary,  it is the intent of Maker and Payee that Payee shall
never be entitled to receive,  collect or apply, as interest on principal of the
indebtedness,  any amount in excess of the maximum rate of interest permitted to
be  charged  by  applicable  law;  and if  under  any  circumstance  whatsoever,
fulfillment  of any  provision  of this Note,  at the time  performance  of such
provision  shall be due,  shall  involve  transcending  the  limit  of  validity
prescribed by applicable law, then,  IPSO FACTO,  the obligation to be fulfilled
shall be  reduced  to the limit of such  validity;  and in the event  Payee ever
receives,  collects or applies as interest  any such  excess,  such amount which
would be excess  interest  shall be deemed a  permitted  partial  prepayment  of
principal  without penalty or premium and treated  hereunder as such; and if the
principal of the  indebtedness  secured  hereby is paid in full,  any  remaining
excess funds shall  forthwith be paid to Maker.  In  determining  whether or not
interest of any kind payable hereunder or under any specific contingency exceeds
the highest lawful rate,  Maker and Payee shall, to the maximum extent permitted
under applicable law, (i) characterize any non-principal  payment as an expense,
fee or premium rather than as interest and (ii) amortize,  prorate, allocate and
spread throughout the remaining term hereof such payment so that the interest on
account of such  indebtedness  does not exceed the maximum  amount  permitted by
applicable law. Payee shall not be subject to any penalties provided by any laws
for  contracting  for,  charging or receiving  interest in excess of the maximum
lawful rate.

     2.   Maker may prepay the Loan, in whole but not in part,  upon thirty (30)
days prior written notice.

     3.   (a)  In the event (i)  default  is made in the  payment of any part of
the  principal or interest due pursuant to this Note as the same becomes due and
payable,  or of any sums advanced pursuant to the terms of the Loan Agreement or
any of the other Loan  Documents;  or (ii) default is made in the performance or
observance of any covenant, agreement, term or condition contained in this Note;
or  (iii)  there  shall be a  default  or an Event  of  Default  under  the Loan
Agreement  or any of the other  Loan  Documents,  then in the case of any of the
defaults set forth above (an "Event of  Default"),  Payee shall have the option,
without demand or notice, to declare the unpaid principal of this Note, together
with all accrued interest,  if any, and other sums secured by the Loan Agreement
or any of the  other  Loan  Documents,  at once due and  payable  to the  extent
permitted  by law, to  foreclose  all liens or security  interests  securing the
payment of the Note,  and to  exercise  any and all other  rights  and  remedies
available  at law or in equity or under the Loan  Agree ment or any of the other
Loan Documents.

          (b)  The remedies of Payee as provided herein or in the Loan Documents
shall be cumulative and concurrent, and may be pursued singularly,  successively
or together,  at the sole discretion of Payee,  and may be exercised as often as
occasion  therefor  shall  arise.  No act of  omission or  commission  of Payee,
including  specifically  any failure to exercise any right,  remedy or recourse,
shall be deemed to be a waiver or release of the same, such waiver or release to
be effected only through a written  document  executed by Payee and then only to
the extent specifically recited therein. A waiver or

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release with reference to any one event shall not be construed as continuing, as
a bar to, or as a waiver or release of, any subsequent right, remedy or recourse
as to a subsequent event.

     4.   If any Event of Default under this Note shall occur, Maker promises to
pay all costs of collection of every kind,  including,  without limitation,  all
appraisal costs,  reasonable attorneys' fees, court costs, and expenses of every
kind incurred by Payee in connection  with such  collection or the protection or
enforcement  of any or all of the  security  for this  Note,  whether or not any
lawsuit is filed with respect thereto.

     5.   Maker represents,  covenants, agrees and warrants that all proceeds of
the Loan  evidenced by this Note will be used for the purposes  specified in 815
ILCS  205/4(1)(c),  and that  the  indebtedness  secured  hereby  constitutes  a
business loan which comes within the purview of 815 ILCS 205/4(1)(c).

     6.   Except as  otherwise  expressly  provided  herein or in the other Loan
Documents,  each maker, surety and endorser hereon waives grace, notice,  notice
of intent to accelerate,  notice of default,  protest,  demand,  presentment for
payment and diligence in the  collection of this Note, and in the filing of suit
hereon,  and  agrees  that  its  liability  and  the  liability  of  its  heirs,
beneficiaries,  successors  and  assigns  for the  payment  hereof  shall not be
affected  or  impaired  by any  release  or  change  in the  security  or by any
increase, modification, renewal or extension of the indebtedness or its mode and
time of payment.  It is specifically  agreed by the undersigned that Payee shall
have the right at all times to decline to make any such release or change in any
security  given to secure  the  payment  hereof  and to decline to make any such
increase, modification, renewal or extension of the indebtedness or its mode and
time of payment.

     7.   Maker  expressly and  unconditionally  waives,  in connection with any
suit,  action or proceeding  brought by Lender on this Note, any and every right
it may have to (i) injunctive relief,  (ii) interpose any counterclaim  therein,
and (iii) have the same  consolidated with any other or separate suit, action or
proceeding.

          MAKER WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR  PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS (1) UNDER THIS NOTE OR ANY RELATED  AGREEMENT OR
UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN
THE FUTURE BE DELIVERED IN  CONNECTION  HEREWITH OR (2) ARISING FROM ANY BANKING
RELATIONSHIP  EXISTING IN  CONNECTION  WITH THIS NOTE,  AND AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     8.   Any and all notices given in connection with this Note 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

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<PAGE>


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 Note;
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 Note. Any and all notices referred
to in this Note or which any party desires to give to another shall be addressed
as follows:

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

     with a courtesy copy to:           Shefsky & Froelich Ltd.
                                        444 North Michigan Avenue
                                        Chicago, Illinois 606011
                                        Attention: James Asmussen

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

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

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

     9.   If any  provision of this Note or any  payments  pursuant to the terms
hereof shall be invalid or  unenforceable  to any extent,  the remainder of this
Note and any other payments hereunder shall not be affected thereby and shall be
enforceable to the greatest extent permitted by law.

     10.  Maker hereby  consents to Payee's  grant of  participations  in or the
sale,  assignment,  transfer or other disposition,  at any time and from time to
time  hereafter,  of this Note or any of the  other  Loan  Documents,  or of any
portion of any thereof, including,  without limitation,  Payee's rights, titles,
interest,  remedies,  powers and/or  duties.  Payee may furnish any  information
concerning  Maker in the  possession  of Payee from time to time to assignees of
the rights and/or obligations of Payee hereunder and to participants

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in  any   disbursement  of  the  Loan  (including   prospective   assignees  and
participants)  and may furnish  information  in  responses  to credit  inquiries
consistent with general banking practice. This Note and the other Loan Documents
shall,  unless  otherwise  expressly  provided  therein,  be deemed to have been
negotiated  and entered  into in, and shall be governed and  controlled  by, the
laws of the  State of  Illinois  as to  interpretation,  enforcement,  validity,
construction,  effect,  choice  of law,  and in all other  respects,  including,
without  limitation,  the legality of the interest rate and other  charges,  but
excluding  perfection of security interest and liens which shall be governed and
controlled by the laws of the relevant jurisdiction.

     11.  At any time, and from time to time, upon request of Payee,  Maker will
make, execute and deliver, or will cause to be made,  executed or delivered,  to
Payee or to Payee's  designee,  and when requested by Payee,  cause to be filed,
recorded,  refiled, or rerecorded, as the case may be, at such times and in such
offices and places as Payee may deem  appropriate,  any and all  instruments  of
further assurance,  certificates and other documents as may, in the sole opinion
of Payee, be necessary or desirable in order to effectuate,  complete,  perfect,
continue,  or  preserve  the  obligations  of Maker  under this  Note,  the Loan
Agreement and the other Loan Documents.

     12.  If Maker fails to do any of the things  referred to herein,  Payee may
do so for and in the name of Maker and at Maker's  expense.  For such  purposes,
Maker hereby  irrevocably  appoints  Payee as Maker's  attorney-in-fact  for the
purpose of making, executing, delivering, filing, recording, and doing all other
things as may be necessary or desirable,  in Payee's sole opinion, to accomplish
the matters  referred to herein.  The power of attorney  given herein is a power
coupled  with an interest  and shall be  irrevocable  so long as any part of the
obligations of Maker to Payee remains unpaid or unperformed.

     13.  (a)  All payments  under this Note shall be payable in lawful money of
the United  States which shall be legal  tender for public and private  debts at
the time of payment;  provided that a check will be deemed sufficient payment so
long as it clears when  presented  for  payment.  Each  payment of  principal or
interest under this Note shall be paid not later than 2:00 P.M.  Chicago time on
the date due therefor and funds received after that hour shall be deemed to have
been  received  by Payee on the  following  day.  Except as  otherwise  provided
herein, all payments (whether of principal, interest or other amounts) which are
applied  at any time by  Payee to  indebtedness  evidenced  by this  Note may be
allocated  by  Payee  to  principal,  interest  or other  amounts  as Payee  may
determine in Payee's sole discretion.

          (b)  This Note has been made and  delivered  at Chicago,  Illinois and
all funds disbursed to or for the benefit of Maker will be disbursed in Chicago,
Illinois.

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          (c)  The obligations and liabilities under this Note of Maker shall be
joint  and  several  and  binding  upon and  enforceable  against  Maker and its
successors  and  assigns.  This Note  shall  inure to the  benefit of and may be
enforced by Lender, its successors and assigns.



                            [SIGNATURE PAGE FOLLOWS]

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<PAGE>


     IN WITNESS WHEREOF, Maker has executed this Note 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



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