Exhibit 10.17

$500,000.00
                                                               Chicago, Illinois
                                                                  April 30, 2001


                                 REVOLVING NOTE

     THIS  REVOLVING  NOTE (this "Note"),  is made in Chicago,  Illinois,  as of
April 30, 2001, for FIVE HUNDRED THOUSAND AND NO/100 DOLLARS  ($500,000.00),  or
so much  thereof as shall be  disbursed  to or for the benefit of Maker (as such
term is  hereinafter  defined)  and  outstanding  hereunder,  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 (collectively,  "Maker"), and is
payable to  AMERICAN  NATIONAL  BANK AND TRUST  COMPANY OF  CHICAGO,  a national
banking  association  ("Lender").  Lender and any subsequent holder from time to
time of this Note are hereinafter  referred to as "Payee." The amount  disbursed
by Lender to Maker, repayment of which is evidenced by this Note, is referred to
as the "Loan".

          (b)  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.

     2.   (a)  Maker hereby  promises to pay to the order of Payee the principal
sum of Five  Hundred  Thousand  and  No/100  Dollars  ($500,000.00),  or so much
thereof as is from time to time  advanced,  in lawful money of the United States
of America,  and to pay interest on the balance of  principal  from time to time
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

<PAGE>


Lender from time to time in effect PLUS one percent (1%) (the "Interest  Rate"),
except as provided  below.  The Interest  Rate shall  fluctuate and be effective
when and as the "Prime Rate" fluctuates.  For purposes hereof,  the "Prime Rate"
shall mean such rate as shall be announced from time to time by Lender to be its
Prime Rate and may not necessarily be the best rate charged by Lender.

          (b)  Interest only on the principal  balance  hereof from time to time
outstanding shall be payable monthly in arrears  commencing on the last Business
Day of the month during which funds have been advanced hereunder and on the last
Business Day of each successive  calendar month thereafter.  In any event, Maker
shall make a final payment of all accrued,  unpaid  interest,  together with the
outstanding principal balance of the indebtedness evidenced hereby, on March 31,
2002.

          (c)  Interest  shall be computed  on the basis of actual days  elapsed
and a three  hundred  sixty  (360) day year.  All  payments  on  account  of the
indebtedness evidenced by this Note shall be applied in such order and otherwise
as the Payee deems appropriate.

          (d)  From and  after  the (i)  Revolving  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 the rate per
annum otherwise  applicable under this Note plus three percent (3%). The Default
Interest Rate shall change  automatically  and immediately as and when the Prime
Rate shall change, without notice to Maker.

          (e)  If any  installment of principal or interest due hereunder  shall
become overdue, 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.

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

     3.   Maker  shall  have  the  right  to  prepay  all  or  any  part  of the
outstanding principal balance of this Note without premium or penalty.  Provided
that no Event of  Default  or  event,  which  with the  giving  of notice or the
passage of time,  or both,  would  constitute  an Event of Default  then  exists
hereunder  or  under  any  of the  other  Loan  Documents,  and  subject  to the
limitations  as to the amounts that can be borrowed and  reborrowed  by Maker as
provided in the Loan  Agreement,  Maker shall have the right,  prior to Lender's
demand for repayment of this Note, to borrow and reborrow $500,000.00 of the

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<PAGE>


proceeds of the Loan; provided, however, that portion of the total amount of the
Loan  outstanding  at any time as  evidenced  by this  Note,  together  with the
undisbursed  portion  of  the  Loan,  shall  never  exceed  $500,000.00  in  the
aggregate.  Maker shall give Lender  prior  written  notice of its  intention to
reborrow such  additional  amounts in accordance with the provisions of the Loan
Agreement.  The Loan evidenced by this Note is a "revolving credit loan" as such
term is used in 205 ILCS 5/5d.

     4.   (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  Agreement  or any of the other
Loan Documents.

          (b)  The remedies of Payee,  as provided herein or in any of the other
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
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.

     5.   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.

     6.   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).

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<PAGE>


     7.   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  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 the 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.

     8.   (a)  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.

          (b)  MAKER  WAIVES  ANY  RIGHT  TO A TRIAL  BY JURY IN ANY  ACTION  OR
PROCEEDING  TO ENFORCE OR DEFEND ANY RIGHTS (1) UNDER THIS NOTE,  THE OTHER LOAN
DOCUMENTS OR ANY RELATED AGREEMENT OR UNDER ANY AMENDMENT,  INSTRUMENT, DOCUMENT
OR AGREEMENT  DELIVERED  OR WHICH MAY IN THE FUTURE BE  DELIVERED IN  CONNECTION
THEREWITH 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.

     9.   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:

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<PAGE>


     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.

     As to Borrower:            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 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.

     10.  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.

     11.  Maker hereby consents to Payee's grant of  participations  in or 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 in the Loan (including
prospective assignees and participants) and may furnish information in responses
to credit  inquiries  consistent  with  general  banking  practice.  Payee shall
promptly  notify  Maker  of  Payee's  grant  of any  participation  in or  sale,
assignment,  transfer or other disposition or this Note or any of the other Loan
Documents  or of any  portion  of any  thereof.  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

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<PAGE>


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.

     12.  This Note shall be governed by and  construed in  accordance  with the
laws of the State of Illinois without regard to principles of conflict of laws.

     13.  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.

     14.  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 Maker's sole opinion, to accomplish
the matters  referred to in  Paragraph  13 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.

     15. (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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<PAGE>

          (c)  The obligations and liabilities under this Note of Maker shall be
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.

          (d)  In the event of a  conflict  between  the  terms,  covenants  and
conditions of this Note and those of the Loan  Agreement,  the terms,  covenants
and conditions of the Loan Agreement shall control.


                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>


     IN WITNESS  WHEREOF,  Maker has executed and delivered  this Note as of the
date first above written. MAKER

                                         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
                                            ------------------------------------
                                         Its: 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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