Exhibit 10.14

                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (this  "Agreement"),  dated as of December 1, 2000,
is made by LEARNCOM,  INC., an Illinois corporation  ("Debtor") whose address is
720  Industrial  Drive,  Bensenville,  Illinois  60106,  in favor of THE  DOERGE
CAPITAL  COLLATERALIZED  BRIDGE  FUND,  L.P.,  a  Delaware  limited  partnership
("Secured  Party")  whose  address is 30 S.  Wacker Dr.,  Suite  2112,  Chicago,
Illinois 60606.

     For valuable consideration, Debtor agrees as follows:

     1.   DEFINITIONS. As used in this Agreement:

          (a)  unless  otherwise  defined herein,  all terms that are defined in
     the Uniform Commercial Code of Illinois shall have the same meanings herein
     as in such Code.

          (b)  "Collateral"  means  any and all  property  of  Debtor  in  which
     Secured Party now has, by this Agreement acquires,  or hereafter acquires a
     security  interest,  including without limitation the property described in
     Section 2 hereof.

          (c)  "Disclosed Liens" is defined in Section 4(d).

          (d)  "Event of Default" is defined in Section 8.

          (e)  "General  Intangibles"  means all general  intangibles of Debtor,
     whether now owned or  hereafter  created or acquired by Debtor,  including,
     without limitation,  all causes in action,  causes of action,  corporate or
     other business records, deposit accounts, investment property,  inventions,
     designs, drawings, blueprints, patents, patent applications, trademarks and
     the good will of the business symbolized thereby, names, trade names, trade
     secrets,  goodwill,   copyrights,   registrations,   licenses,  franchises,
     customer  lists,  security  and other  deposits,  rights in all  litigation
     presently or hereafter pending for any cause or claim (whether in contract,
     tort or otherwise),  and all judgments now or thereafter arising therefrom,
     rights as a licensor or licensee of any kind, royalties, telephone numbers,
     proprietary  information,  purchase orders,  and all insurance policies and
     claims  (including  without  limitation life insurance,  key man insurance,
     credit  insurance,   liability  insurance,  property  insurance  and  other
     insurance),  tax refunds and claims,  computer  programs,  discs, tapes and
     tape files,  claims under guaranties,  security interests or other security
     held by or granted to Debtor, all rights to  indemnification  and all other
     intangible property of every kind of nature (other than receivables).

          (f)  "Inventory"  means  all  of  Debtor's  now  owned  and  hereafter
     acquired goods merchandise or other personal property, wherever located, to
     be  furnished  under  any  contract  of  service  or held for sale or lease
     (including without limitation all raw materials,  work in process, finished
     goods and goods in transit),  and all materials and supplies of every kind,
     nature and  description  which are or might be used or consumed in Debtor's
     business or used or consumed  in  Debtor's  business or used in  connection
     with the


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     manufacture,  packing, shipping, advertising,  selling or finishing of such
     goods,  merchandise or other personal property, and all warehouse receipts,
     documents of title and other documents representing any of the foregoing.

          (g)  "Liabilities" is defined in Section 3.

          (h)  "Loan  Agreement"  means that certain Loan Agreement of even date
     herewith between Debtor and Secured Party.

          (i)  "Note" is defined in Sections 3(a).

          (j)  "Senior Lender" means American National Bank and Trust Company of
     Chicago as Senior  Lender under that  certain  Loan and Security  Agreement
     between  Senior  Lender and  Debtor,  dated  March 23,  1999 as same may be
     amended.

     2.   SECURITY INTEREST.  Debtor hereby grants to Secured Party a continuing
security  interest in the  following  property or types of property now owned by
Debtor or hereafter created or acquired by Debtor, wherever located:

          (a)  Accounts  (including without limitation all rights to payment for
     services  or  the  Inventory,  however  arising),  leases,  chattel  paper,
     contract rights, instruments, life insurance policies, and documents;

          (b)  General Intangibles;

          (c)  Inventory;

          (d)  Goods (other than Inventory),  equipment, vehicles, and fixtures,
     together with accessions thereto and replacement parts therefor;

          (e)  All monies,  accounts,  deposits, and property now or at any time
     hereafter in the  possession  or under the control of Secured  Party or its
     bailee;

          (f)  All books and  records,  including  without  limitation  customer
     lists, credit files, computer programs,  printouts, and other materials and
     records, pertaining to any of the foregoing;

          (g)  All  documents of title  evidencing or issued with respect to any
     of the foregoing;

          (h)  All other  property owned by the Debtor or in which Debtor has or
     hereafter  requires any interest  whenever  located and of whatever kind or
     nature,  tangible or intangible,  including without  limitation  investment
     property; and

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          (i)  All  proceeds  and  products of all of the  foregoing,  including
     without  limitation  proceeds of insurance  policies insuring the foregoing
     and proceeds of any life insurance policies.

     3.   LIABILITIES.  The Collateral  shall secure the payment and performance
of the following, which are acknowledged by Debtor (the "Liabilities"):

          (a) All obligations and liabilities of Debtor to Secured Party whether
     now existing or hereafter  arising and whether or not  contemplated  on the
     date of this  Agreement (i) evidenced by and under the Note (the "Note") in
     the original principal amount of up to $1,000,000.00  executed by Debtor in
     favor of Secured Party, as renewed, replaced,  modified, waived or extended
     from time to time; and (ii) under all other agreements relating to the Note
     (including  without  limitation the Loan Agreement and this  Agreement,  as
     each may be renewed,  replaced,  extended,  modified or waived from time to
     time) between Debtor and Secured Party.

          (b)  All  other  obligations  and  liabilities  of the  Debtor  to the
     Secured Party howsoever  created,  whether direct or indirect,  absolute or
     contingent, due or to become due, now existing or hereafter arising.

     4.   WARRANTIES OF DEBTOR. Debtor warrants, represents and covenants that:

          (a)  Debtor  is and  will  continue  to be  duly  authorized,  validly
     existing and in good  standing  under the laws of the  jurisdiction  of its
     incorporation.  Debtor is and will continue to be qualified and licensed to
     do  business  in all  jurisdictions  in which the  nature  of the  business
     transacted by it, or the  ownership or leasing of its property,  makes such
     qualification or licensing  necessary,  and Debtor has and will continue to
     have all requisite  corporate  power and authority to carry on its business
     as it is now, or may hereafter be, conducted.

          (b)  Debtor is, and will continue to be,  authorized to enter into, to
     grant  security  interests in its property  pursuant to, and to perform its
     obligations   under,   this  Agreement,   and  all  other  instruments  and
     transactions  contemplated herein. The execution,  delivery and performance
     by Debtor of this Agreement,  and all other  instruments  and  transactions
     contemplated herein have been validly  authorized,  are enforceable against
     the Debtor in accordance with their terms (except as the  enforceability of
     rights or remedies may be limited by  bankruptcy,  insolvency or other laws
     affecting  creditors' rights and remedies heretofore or hereafter enacted),
     and do not  violate  any law or any  provision  of, and are not grounds for
     acceleration under, any agreement,  indenture,  note or instrument which is
     binding upon Debtor, or any of its property, including, without limitation,
     Debtor's Articles of Incorporation, Bylaws and any shareholder agreements.

          (c)  Debtor has set forth above its correct  name.  All prior names of
     Debtor and all  fictitious  names,  trade  names and trade  styles by which
     Debtor has been, or is now, known are set forth on Exhibit B hereto. Debtor
     shall provide  Secured Party with fifteen

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     (15) days' advance  written  notice prior to doing business under any other
     name, fictitious name, trade name or trade style. Debtor has complied,  and
     will  hereafter  comply,  with all laws relating to the conduct of business
     under, the ownership of property in, and the renewal or continuation of the
     right to use, a corporate, fictitious or trade name or trade style.

          (d)  Debtor is the lawful owner of all  Collateral,  free and clear of
     all liens, pledges, charges,  mortgages, and claims other than the security
     interest hereunder, except liens for current taxes not delinquent and liens
     disclosed in the Loan Agreement (collectively, the "Disclosed Liens").

          (e)  Except for the Disclosed Liens, no financing statement, mortgage,
     notice of judgment,  or any similar  instrument  (unless filed on behalf of
     Secured  Party)  covering  any of the  Collateral  is on file in any public
     office.

          (f)  All Inventory is located at Debtor's chief  executive  office and
     principal  place  of  business  which is at the  address  set  forth  under
     Debtor's  signature  hereto,  and is not in  transit,  except  as  promptly
     disclosed to Secured  Party from time to time in writing.  All Inventory is
     of good and  merchantable  quality  and free from any  defects  that  would
     affect the market value of such Inventory. None of the Collateral now is or
     will be affixed to any real property in such a manner, or with such intent,
     as to  constitute  a fixture  thereto.  Debtor is not and will not become a
     lessee  under any real  property  lease  pursuant  to which the  lessor may
     obtain any rights in any of the Collateral and no such lease now prohibits,
     restrains,  impairs or will prohibit,  restrain or impair Debtor's right to
     remove any Collateral from the leased premises.  Whenever any Collateral is
     located upon premises in which any third party has an interest  (whether as
     owner,  mortgagee,  beneficiary  under a deed of trust, lien or otherwise),
     Debtor shall,  whenever requested by Secured Party, use its best efforts to
     cause such third party to execute and  delivery to Secured  Party,  in form
     acceptable  to Secured  Party,  whatever  waivers and  subordinations  that
     Secured Party specifies, so as to ensure that Secured Party's rights in the
     Collateral are, and will continue to be, superior to the rights of any such
     third  party.  Debtor will keep in full force and  effect,  and will comply
     with  all the  terms  of,  any  lease  of real  property  where  any of the
     Collateral now or in the future may be located.

          (g)  All  accounts  receivable  of  Debtor  are  genuine,  are  in all
     respects  what they  purport to be, are not  evidenced  by a judgment,  and
     represent undisputed,  bona fide transactions  completed or to be completed
     in  accordance  with the  terms  and  conditions  of any  document  related
     thereto;  except for the Disclosed  Liens,  none of the Collateral has been
     sold or pledged to any other person or entity;  and Debtor has no knowledge
     of  any  fact  or   circumstance   which  would   impair  the  validity  or
     collectibility  of the Collateral  listed in Section 2(a),  (b), and (e) of
     this Agreement.

          (h)  Debtor has filed or caused to be filed all  federal,  state,  and
     local tax returns that are required to be filed, and has paid or has caused
     to be paid all taxes  including  any taxes shown on such  returns or on any
     assessment received by them to the extent that such taxes have become due.

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          (i)  Since  the date that is five (5) years  before  the date  hereof,
     Debtor has not been known by any name other than its  corporate  name shown
     above as of the date hereof.  The proceeds of all the  Liabilities  will be
     used for proper business purposes.

     5.   COVENANTS OF DEBTOR.  Debtor agrees that, until payment in full of the
Liabilities, it will:

          (a)  Provide and maintain insurance with respect to the Collateral and
     the operation of Debtor's  business;  provide and maintain  "key-man"  life
     insurance  policies carried by Debtor;  all such insurance shall be in such
     amounts and against such risks as shall be  satisfactory in all respects to
     Secured  Party,  with Secured  Party named as  additional  insured and loss
     payee (Debtor  shall provide a certificate  of insurance to such effect and
     otherwise  satisfactory to Secured Party  simultaneously with the execution
     hereof and from time to time thereafter as requested by Lender);

          (b)  Defend the  Collateral  against  the  claims  and  demands of all
     persons  other than  Secured  Party and Senior  Lender and promptly pay all
     taxes,  assessments,  and  charges  upon the  Collateral,  and not sign (or
     permit to be signed) any financing  statements or other documents  creating
     or  perfecting  a lien upon or security  interest in any of the  Collateral
     except in favor of Secured Party and Senior  Lender,  or otherwise  create,
     suffer,  or  permit  to exist  any  liens or  security  interests  upon any
     Collateral  other than in favor of Secured Party and Senior Lender,  except
     tax liens, provided that such liens are removed before related taxes become
     delinquent;

          (c)  Execute such financing  statements  and other  documents (and pay
     the cost of filing and recording the same in all public offices  reasonably
     deemed  necessary by Secured Party) and do such other acts as Secured Party
     may  reasonably  request to establish  and  maintain a valid and  perfected
     security  interest in the Collateral  free and clear of all other liens and
     claims except Disclosed Liens;

          (d)  Subject to Senior  Lender's  rights,  after the  occurrence of an
     Event of  Default,  deliver  to  Secured  Party any  certificates  or other
     documents  of title  representing  or  issued  with  respect  to any of the
     Collateral,  with  Secured  Party's  security  interest  and lien  endorsed
     thereon,  and record such  certificates  or documents with all  appropriate
     regulatory agencies;

          (e)  Subject to Senior  Lender's  rights,  after the  occurrence of an
     Event of Default, furnish to Secured Party, immediately upon the request of
     Secured  Party,  any  evidence of ownership  of the  Collateral,  including
     without limitation bills of sale, paid invoices,  certificates of title, or
     applications for title;

          (f)  Keep at its office at the address  set forth under its  signature
     hereto its records  concerning  the  Collateral,  which records shall be of
     such  character as will enable  Secured  Party to determine at any time the
     status  of the  Collateral;  furnish  to  Secured  Party  such  information
     concerning Debtor, the Collateral, and the account debtors as

                                      -5-
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     Secured Party may from time to time reasonably request;  and permit Secured
     Party from time to time to inspect the  Collateral  and to inspect,  audit,
     and make copies of, and extracts  from, all records and all other papers in
     the  possession  of Debtor  pertaining  to the  Collateral  and the account
     debtors.  Secured  Party  shall have the right at any time or times to make
     direct  verification  with  the  account  debtors  of  any  and  all of the
     accounts, all at Debtor's expense;

          (g)  Keep and maintain in good operating condition and repair and make
     all  replacements  and  renewals,  as necessary  in the ordinary  course of
     business,  to the  Collateral  listed in Section 2(d) of this  Agreement so
     that the  value  and  operating  efficiency  thereof  shall at all times be
     maintained and preserved,  and keep such Collateral only at the address set
     forth under its signature hereto;

          (h)  Make  appropriate  entries upon its financial  statements and its
     books and  records  disclosing  Secured  Party's  security  interest in the
     Collateral;

          (i)  Subject to Senior  Lender's  rights,  after the  occurrence of an
     Event of Default,  if at any time any of the Collateral  shall be or become
     evidenced by any instrument,  note, or other document,  immediately deliver
     such  instrument,   note,  or  document  to  Secured  Party,   endorsed  or
     accompanied  by a proper  instrument  of transfer as  requested  by Secured
     Party;

          (j)  Immediately  notify Secured Party in reasonable detail (i) of any
     event  causing  a  material  loss  or  depreciation  in  the  value  of the
     Collateral and (ii) of the occurrence of any event,  which after any notice
     and passage of any cure period,  would  reasonably be expected to become an
     Event of Default; and

          (k)  Other than in the  ordinary  course of its business and except as
     permitted by Section 6, not sell,  transfer,  or  otherwise  dispose of any
     Collateral  having a value of  $2,500.00 or more  without  Secured  Party's
     prior written consent; and

          (l)  Shall not, without Secured Party's prior written  consent,  store
     any  Inventory or other  Collateral  with any  warehouseman  or other third
     party; and

          (m)  Shall not,  without Secured Party's prior written  consent,  sell
     any Inventory on a sale-or-return,  guaranteed sale, consignment,  or other
     contingent basis.

     6.   USE OF THE INVENTORY.

          (a)  Until notice to the contrary is given by Secured  Party after the
     occurrence  of an Event of  Default,  Debtor  may  use,  consume,  and sell
     Inventory in carrying on its  business in the  ordinary  course of business
     substantially  in the  same  manner  as now  conducted,  but a sale  in the
     ordinary  course of  business  shall not  include  any  transfer or sale in
     satisfaction, partial or complete, of a debt owed by Debtor.

                                      -6-
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     7.   COLLECTIONS.

          (a)  Until  notice to the contrary is given by Secured  Party,  Debtor
     (i) shall  collect the accounts for Secured  Party at Debtor's own expense,
     and (ii) may  grant,  in the  ordinary  course  of  business,  to any party
     obligated on any of the  Collateral,  any rebate,  refund,  or allowance to
     which  such  party  may be  lawfully  entitled  and  accept  in  connection
     therewith  the  return of any goods the sale or lease of which  shall  have
     given rise to such accounts.

          (b)  Subject to Senior  Lender's  rights,  after the  occurrence of an
     Event of Default,  Secured Party, at Debtor's expense, may or, upon request
     of Secured Party, Debtor shall, notify any account debtors of the existence
     of this  Agreement  and direct  such  account  debtors to pay  directly  to
     Secured  Party the amounts due or to become due from such account  debtors.
     Each  account  debtor so notified  and  directed  may accept the receipt of
     Secured  Party for any such  payment as a full  release  of any  amounts so
     paid.

          (c)  Subject to Senior  Lender's  rights,  after an Event of  Default,
     Secured  Party may enforce  collection  of any or all of the  Collateral by
     suit or  otherwise,  and  surrender,  release,  or exchange all or any part
     thereof,  or compromise  or extend or renew for any period  (whether or not
     longer than the original period) any indebtedness thereunder.

          (d)  Subject to Senior  Lender's  rights,  Secured Party may, upon the
     happening of an Event of Default  shall,  apply all payments  received from
     account  debtors to the  Liabilities  when due (whether by  acceleration or
     otherwise)  and may credit any balance after such payment to the account of
     Debtor.

     8.   EVENTS  OF  DEFAULT.  The  occurrence  of any of the  following  shall
constitute an "Event of Default" under this Agreement:

          (a)  Failure to comply  with or perform any  agreement  or covenant of
     Debtor  contained herein or any  representation  of Debtor to Secured Party
     hereunder is false or misleading in any material respect; or

          (b)  Any  default  shall  occur  or  continue  under  any  instrument,
     document,  note,  agreement,  or  guaranty  delivered  to Secured  Party in
     connection  with the  Liabilities  including,  without  limitation the Loan
     Agreement, or any such instrument,  document,  note, agreement, or guaranty
     shall not be, or shall  cease to be,  enforceable  in  accordance  with its
     terms; or

          (c)  Debtor shall grant or any person shall obtain a security interest
     in any of the  Collateral  except for the  Disclosed  Liens;  Debtor or any
     other  person  shall  perfect  (or  attempt  to  perfect)  such a  security
     interest;  a court  shall  determine  that  Secured  Party  does not have a
     security  interest  junior  only  to  the  Disclosed  Liens  in  any of the
     Collateral  enforceable in accordance with the terms hereof;  or any notice
     of a  federal  tax lien  against  Debtor  shall be  filed  with any  public
     recorder; or

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          (d)  There shall be any material loss or  depreciation in the value of
     the Collateral for any reason.

     9.   REMEDIES ON DEFAULT.  Notwithstanding any provision of any document or
instrument  evidencing  or  relating  to any  Liability,  and  subject to Senior
Lender's  rights,  (i) upon the occurrence of any Event of Default  specified in
Sections 8(a),  (c) and (d),  Secured Party at its option may declare all of the
Liabilities  immediately due and payable without notice or demand of any kind on
the part of Secured  Party and (ii) upon the  occurrence  of an Event of Default
specified in Section 8(b),  all of the  Liabilities  shall be due and payable in
accordance  with  the  terms  of  the  applicable  instrument,  document,  note,
agreement or guaranty.  Debtor  expressly waives protest,  notice,  presentment,
dishonor,  and demand of any kind.  Secured Party may exercise from time to time
any rights and remedies available under the Uniform Commercial Code of Illinois,
including the right to have Debtor  assemble the  Collateral and deliver it to a
place  designated  by Secured  Party.  Debtor  shall pay all  related  expenses,
including  attorneys'  fees and reasonable  time charges of attorneys who may be
employees of Secured Party or any affiliate or parent of Secured  Party.  If any
notification  of intended  disposition  of any of the  Collateral is required by
law, such notification, if mailed, shall be deemed reasonably and properly given
if mailed at least ten days before such disposition,  postage prepaid, addressed
to Debtor at the address of Debtor shown below. Secured Party shall, in addition
to and not in limitation of all rights of offset under  applicable law, have the
right to  appropriate  and  apply all of the  Collateral  in its  possession  to
payment of the  Liabilities.  Secured  Party may  proceed  to sell or  otherwise
dispose  of the  Collateral  at  public  or  private  sale for  cash or  credit;
provided, however, that Debtor shall be credited with proceeds of such sale only
when the proceeds are actually  received by Secured  Party.  Any proceeds of the
Collateral  may be applied by Secured Party to the payment of expenses and costs
to  exercise  of  Secured  Party's  rights  hereunder,  and any  balance of such
proceeds shall be applied toward the  Liabilities in such order as Secured Party
shall determine in its sole discretion.  Any balance remaining shall be returned
to the Debtor.

     10.  RIGHTS OF SECURED PARTY.  Subject to Senior Lender's  rights,  Secured
Party may,  from time to time, at its option (but shall have no duty to), upon 2
days notice to Debtor:

          (a)  Perform any agreement of Debtor  hereunder that Debtor shall have
     failed to perform; and

          (b)  Take any other  action  which  Secured  Party deems  necessary or
     desirable  for  the  preservation  of the  Collateral  or  Secured  Party's
     interest  herein,   including   without  limiting  the  generality  of  the
     foregoing:  (i) any action to collect or realize upon the Collateral;  (ii)
     the discharge of taxes, liens,  security interests or other encumbrances at
     any time levied or placed on the Collateral;  (iii) with the mutual consent
     of Denis Mola,  replace  the  management  of the Debtor at its  Bensenville
     facility;  or (iv) the  discharge or keeping  current of any  obligation of
     Debtor having effect on the Collateral; and

          (c)  File, or cause to be filed,  photocopies  or carbon copies of any
     financing   statement   respecting  any  right  of  Secured  Party  in  the
     Collateral,  and any such  photocopy

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     or carbon copy of the signature of Debtor on such  photocopy or carbon copy
     shall be deemed an original  for  purposes of such  filing.  Debtor  hereby
     authorizes Secured Party to sign financing statements on Debtor's behalf to
     be filed in all jurisdictions in which such authorization is permitted.

     Debtor hereby  appoints  Secured  Party as its attorney in fact,  effective
upon an Event of Default,  which  appointment is irrevocable and coupled with an
interest,  for  purposes  of  performing  acts and signing  and  delivering  any
agreement,  document, or instrument, on behalf of Debtor in accordance with this
Section.  Debtor  immediately  will reimburse  Secured Party for all expenses so
incurred by Secured Party, together with interest thereon at 16% per annum.

     11.  GENERAL.

          (a)  NONWAIVER;  CUMULATIVE REMEDIES. No delay or omission on the part
     of Secured  Party in the exercise of any right or remedy shall operate as a
     waiver thereof,  and no single or partial  exercise by Secured Party of any
     right or remedy shall  preclude  other or further  exercise  thereof or the
     exercise  of any other  right or remedy.  The rights  and  remedies  herein
     provided to Secured Party are cumulative and not exclusive of any rights or
     remedies provided by law.

          (b)  NOTICES.  All notices,  requests,  and demands to or upon Secured
     Party or Debtor  shall be deemed to have been given or made when  deposited
     in the mail, postage prepaid,  addressed to Debtor at the address set forth
     under  its  signature  or to  Secured  Party at the  address  listed in the
     heading of this Agreement.

          (c)  SUCCESSORS.  This Agreement shall, upon execution and delivery by
     the Debtor,  become  effective  and shall be binding  upon and inure to the
     benefit  of  Debtor,   Secured  Party,   and  their   respective   personal
     representatives, executors, heirs, successors, and assigns, except that the
     Debtor may not  transfer or assign any of its rights or interest  hereunder
     without the consent of Secured Party.

          (d)  SINGULAR  AND  PLURAL.  Unless the  context  otherwise  requires,
     wherever  used herein the singular  shall include the plural and the plural
     shall  include the  singular,  and the use of one gender  shall  denote the
     others where appropriate.

          (e)  COUNTERPARTS.  This  Agreement  may be  executed by Debtor on any
     number of counterparts, and each of said counterparts shall be deemed to be
     an original.

          (f)  ENFORCEMENT  COSTS.  Debtor  agrees to pay or  reimburse  Secured
     Party upon demand for all costs,  expenses, and fees (including legal costs
     and fees and  reasonable  time  charges of  attorney s) incurred by Secured
     Party in enforcing or preserving  its rights under,  this  Agreement or any
     note, document, or other instrument executed in connection herewith.

          (g)  PROVISIONS  SEVERABLE;  REFERENCES.  If any term or  provision of
     this Agreement shall be unenforceable or invalid,  such unenforceability or
     invalidity   shall  not

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<PAGE>


     render any other term or provision hereof unenforceable or invalid, and all
     other terms and  provisions  of this  Agreement  shall be  enforceable  and
     valid. References to Sections herein shall be to Sections of this Agreement
     unless otherwise specified

          (h)  CONSTRUCTION;  JURISDICTION;  JURY WAIVER. This Agreement and the
     rights and  obligations of the parties  hereunder and  thereunder  shall be
     governed by, and construed and interpreted in accordance  with, the laws of
     Illinois.  Debtor hereby irrevocably consents to the jurisdiction and venue
     of any state or federal court sitting in Cook County,  Illinois, and agrees
     that any litigation  involving this Agreement (including without limitation
     ancillary  claims) may be conducted in any such court at the sole option of
     Secured Party. Debtor hereby waives any right or claim it may have to trial
     by jury,  to  transfer  or change the venue of any suit,  action,  or other
     proceeding  brought against Debtor by Secured Party in accordance with this
     Section  or to claim  that  any such  proceeding  has  been  brought  in an
     inconvenient forum.

                                           LEARNCOM, INC.

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

                                           Address: 720 Industrial Drive
                                                    Bensenville, Illinois  60106

                                      -10-
<PAGE>


                                    EXHIBIT A

                            to Financing Statement of

                            LEARNCOM, INC. ("Debtor")
                                   in favor of
      THE DOERGE CAPITAL COLLATERALIZED BRIDGE FUND, L.P. ("Secured Party")

     All of Debtor's  right,  title and  interest in the  following  property or
types of  property  whether  now  existing  or  hereafter  arising or  acquired,
wherever located:

     (a)  Accounts  (including  without  limitation  all rights to  payment  for
services or the Inventory,  however arising),  leases,  chattel paper,  contract
rights, instruments, life insurance policies, and documents;

     (b)  General intangibles;

     (c)  Inventory;

     (d)  Goods  (other than  Inventory),  equipment,  vehicles,  and  fixtures,
together with accessions  thereto and replacement parts therefor,  but excluding
property used exclusively for personal, household, or family use;

     (e)  All  monies,  accounts,  deposits,  and  property  now or at any  time
hereafter in the possession or under the control of Secured Party or its bailee;

     (f)  All books and records,  including without  limitation  customer lists,
credit files,  computer  programs,  printouts,  and other materials and records,
pertaining to any of the foregoing;

     (g)  All documents of title evidencing or issued with respect to any of the
foregoing;

     (h)  All  other  property  owned by the  Debtor or in which  Debtor  has or
hereafter acquires any interest wherever located and of whatever kind or nature,
tangible or intangible, including without limitation investment property; and

     (i)  All proceeds and products of all of the foregoing,  including  without
limitation  proceeds of insurance policies insuring the foregoing,  and proceeds
of any life insurance policies.

     Unless  otherwise  defined herein all terms that are defined in the Uniform
Commercial Code of Illinois shall have the same meanings herein as in such Code.

                                      -11-
<PAGE>


                                    EXHIBIT B

                                     (NONE)


                                      -12-