Exhibit 4.8


                             RESTRICTION ON TRANSFER

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  QUALIFIED  UNDER  ANY  STATE  SECURITIES  LAWS.  THIS  WARRANT  MAY  NOT  BE
TRANSFERRED,  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE  OF THIS
WARRANT  CANNOT BE SOLD OR  TRANSFERRED,  WITHOUT  (I) THE  OPINION  OF  COUNSEL
REASONABLY  SATISFACTORY  TO THE COMPANY THAT SUCH TRANSFER MAY BE LAWFULLY MADE
WITHOUT  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  AND ALL
APPLICABLE STATE SECURITIES LAWS OR (II) SUCH REGISTRATION.

                                     WARRANT
                                  (REDEEMABLE)

                  To Subscribe for and Purchase Common Stock of

                               EDT LEARNING, INC.

     THIS  CERTIFIES  THAT,  for  value  received,   <<Holder_Name_>>,   or  its
registered  assigns (the  "Holder"),  is entitled to subscribe  for and purchase
from EDT Learning, Inc., a Delaware corporation (the "Company"), at the exercise
price of Three Dollars ($3.00) per share (the "Exercise Price") at any time from
and after the date hereof to and including the third  anniversary of the date of
this Warrant (this "Warrant"),  <<Notes__Warrants_to_be_issued_>>  shares of the
Company's  common  stock,  par value  $0.001  per share  ("Common  Stock").  The
Exercise Price shall be subject to adjustment as provided in Section 5 hereof.

     This  Warrant is one of several  Warrants  dated of even date  herewith and
issued by the Company  (collectively,  the "Warrants") as part of an offering of
60 (subject to increase to 110) units (the  "Units")  that was  conducted by the
Company and Murphy & Durieu,  the placement  agent for the  offering,  on a best
efforts  basis.  Each Unit  consists of one (1) Warrant  exercisable  for 50,000
shares of Common  Stock and one (1)  Convertible  Redeemable  Subordinated  Note
(collectively, the "Notes").

     This Warrant is subject to the following provisions, terms and conditions:

     1.   (a)  The rights  represented  by this  Warrant may be exercised by the
Holder hereof,  in whole or in part, by written notice of exercise  delivered to
the Company and by the surrender of this Warrant (properly endorsed if required)
at the  principal  office of the Company at 2999 North 44th  Street,  Suite 650,
Phoenix,  Arizona 85018 (or such other  location as the Company may designate by
notice in writing  to the Holder  hereof)  and upon  payment to it by  certified
check of the  Exercise  Price for the shares of Common  Stock to be issued  upon
<PAGE>
exercise  (the  "Warrant  Shares").  The Company  shall not be required to issue
fractions  of shares of Common  Stock  upon  exercise  of this  Warrant.  If any
fraction of a share would,  but for this Section,  be issuable upon any exercise
of this  Warrant,  and if the  Company  shall  have  elected  not to issue  such
fraction of a share, in lieu of such  fractional  share the Company shall pay to
the Holder,  in cash,  an amount equal to such fraction of the fair market value
per  share of  outstanding  Common  Stock of the  Company  on the  Business  Day
immediately  prior to the date of such  exercise (the fair market value for such
purpose shall be the closing  price of the Common Stock on the  principal  stock
exchange  on which the Common  Stock is then traded or the  principal  quotation
system in which bid and ask prices for the  Common  Stock are then  maintained).
The Company  agrees that the shares so  purchased  shall be and are deemed to be
issued  to the  Holder  as the  record  owner of such  shares as of the close of
business  on the date on which  this  Warrant  shall have been  surrendered  and
payment tendered for such shares as aforesaid.  Subject to the provisions of the
next  succeeding  paragraph,  certificates  for the shares of stock so purchased
(bearing  an  appropriate  legend  to  indicate  that the  shares  have not been
registered under securities laws) shall be delivered to the Holder hereof within
a reasonable time, not exceeding 10 days,  after the rights  represented by this
Warrant shall have been so exercised,  and,  unless this Warrant has expired,  a
new Warrant  reflecting  the shares,  if any, as to which this Warrant shall not
then have been  exercised  shall also be delivered to the Holder  hereof  within
such time.

          (b)  This  Warrant may be redeemed in whole,  but not in part,  at the
election of the  Company  for the price of $0.001 per share of Common  Stock for
which this  Warrant is  exercisable  at any time after such time as the  closing
price of the Common Stock (as quoted on the American Stock Exchange,  the NASDAQ
Stock Market, or such other national exchange, if any, on which the Common Stock
is then  quoted) has equaled or exceeded  $5.50 per share for a period of twenty
(20)  consecutive  trading days.  The Company shall provide  Holder with written
notice (the  "Redemption  Notice")  at least  thirty (30) days prior to the date
this Warrant shall be redeemed (such date of redemption,  the "Redemption Date")
of its intent to redeem this Warrant.  The  Redemption  Notice shall specify the
Redemption Date.  Nothing  contained herein shall be construed to prevent Holder
from  exercising this Warrant  subsequent to Holder's  receipt of the Redemption
Notice but prior to the Redemption  Date. Upon  redemption,  Holder (or the then
current  holder of this  Warrant)  shall be obligated to deliver this Warrant to
the Company for  cancellation  and the Company  shall be obligated to deliver to
Holder (or the then current  holder of this  Warrant) a check in an amount equal
to the product of (i) $0.001  multiplied  by (ii) the number of shares of Common
Stock for which this Warrant is then exercisable.

     2.   Notwithstanding  the  foregoing,  however,  the  Company  shall not be
required to deliver any  certificate  for shares of stock upon  exercise of this
Warrant  except in  accordance  with the  provisions  of this  Agreement and the
restrictive legend under the heading "Restriction on Transfer."

     3.   The  Holder  acknowledges  that this  Warrant  as well as the  Warrant
Shares for which this  Warrant may be  exercised,  have not been and,  except as
otherwise  provided  herein,  will not be registered under the Securities Act of
1933, as amended (the "Act"),  or qualified under  applicable  state  securities
laws and that the  transferability  thereof is  restricted  by the  registration

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<PAGE>
provisions of the Act as well as such state laws. The Holder  represents that it
is  acquiring  the  Warrant  and will  acquire  the  Warrant  Shares for its own
account,  for  investment  purposes  only and not with a view to resale or other
distribution  thereof,  nor with  the  intention  of  selling,  transferring  or
otherwise  disposing of all or any part of such  securities  for any  particular
event or  circumstance,  except selling,  transferring or disposing of them upon
full  compliance  with all  applicable  provisions  of the Act,  the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Rules and Regulations
promulgated  by  the  Securities  and  Exchange  Commission  (the  "Commission")
thereunder,  and any  applicable  state  securities  laws.  The  Holder  further
understands  and agrees that (i) neither the Warrant nor the Warrant  Shares may
be sold  unless they are  subsequently  registered  under the Act and  qualified
under any applicable  state  securities laws or, in the opinion of the Company's
counsel,  an exemption from such  registration  and  qualification is available;
(ii) any routine  sales of the Company's  securities  made in reliance upon Rule
144  promulgated  by the  Commission  under the Act, can be effected only in the
amounts set forth in and pursuant to the other terms and  conditions,  including
applicable  holding  periods,  of that Rule;  and (iii) except as otherwise  set
forth herein,  the Company is under no obligation to register the Warrant or the
Warrant  Shares on their behalf or to assist it in complying  with any exemption
from  registration  under the Act.  The  Holder  agrees  that  each  certificate
representing  any Warrant  Shares for which this Warrant may be  exercised  will
bear on its face a legend in substantially the following form:

          These   securities  have  not  been  registered   under  the
          Securities  Act  of  1933  or  qualified   under  any  state
          securities  laws.  They  may not be  sold,  hypothecated  or
          otherwise   transferred  in  the  absence  of  an  effective
          registration statement under that Act or qualification under
          applicable   state   securities   laws  without  an  opinion
          acceptable to counsel to the Company that such  registration
          and qualification are not required.

     4.   The Company covenants and agrees that:

          (a)  all shares  that may be issued  upon the  exercise  of the rights
represented by this Warrant will, upon issuance,  be duly authorized and issued,
fully  paid  and  nonassessable  and  free  from all  preemptive  rights  of any
stockholder,  and from all taxes,  liens and charges  with  respect to the issue
thereof (other than transfer taxes);

          (b)  during the period  within  which the rights  represented  by this
Warrant may be  exercised,  the Company will at all times have  authorized,  and
reserved for the purpose of issue or transfer upon exercise of the  subscription
rights  evidenced by this Warrant,  a sufficient  number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant; and

          (c)  during the period  within  which the rights  represented  by this
Warrant may be exercised,  the Company  further will use reasonable best efforts
to maintain  the  eligibility  of the Common  Stock for listing on the  American
Stock  Exchange and  quotation on the domestic  over-the-counter  market and use
reasonable best efforts to keep the Common Stock so listed and quoted.

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<PAGE>
     5.   (a)  If the Company shall, after the date of issuance of this Warrant,
subdivide its outstanding shares of Common Stock into a greater number of shares
or consolidate its  outstanding  shares of Common Stock into a smaller number of
shares (any such event being called a "Common Stock  Reorganization"),  then the
Exercise Price shall be adjusted, effective at such time, to a number determined
by multiplying the Exercise Price then in effect by a fraction, the numerator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
before such Common Stock  Reorganization  and the  denominator of which shall be
the  number of shares  outstanding  after  giving  effect to such  Common  Stock
Reorganization.

          (b)  If the Company  shall after the date of issuance of this  Warrant
issue or  distribute  to all or  substantially  all  holders of shares of Common
Stock  evidences of  indebtedness,  any other  securities  of the Company or any
property or assets other than cash,  and if such issuance or  distribution  does
not constitute a Common Stock  Reorganization  (any such nonexcluded event being
herein called a "Non-Cash Dividend"),  the Exercise Price shall be adjusted (but
not increased), effective immediately after the record date at which the holders
of shares of Common Stock are determined for purposes of such Non-Cash Dividend,
to a number determined by multiplying the Exercise Price immediately before such
Non-Cash Dividend by a fraction,  the numerator of which shall be the last sales
price per share of  outstanding  Common Stock of the Company on such record date
less the then fair market  value,  as  determined  in good faith by the Board of
Directors of the Company, of the evidences of indebtedness, securities, cash, or
property or other assets issued or  distributed  in such Non-Cash  Dividend with
respect to one share of Common Stock and the  denominator  of which shall be the
last sales price per share of outstanding Common Stock on such record date.

          (c)  If after the date of issuance of this Warrant  there shall be any
consolidation  or  merger  to  which  the  Company  is a  party,  other  than  a
consolidation  or a merger in which the Company is a continuing  corporation and
which does not result in any reclassification of, or change (other than a Common
Stock  Reorganization or a change in par value) in, outstanding shares of Common
Stock,  or any sale or  conveyance of the property of the Company as an entirety
or  substantially  as an  entirety  (any  such  event  being  called a  "Capital
Reorganization"),  then,  effective  upon  the  effective  date of such  Capital
Reorganization,  the Holder shall have the right to purchase,  upon  exercise of
this Warrant and in lieu of the shares of Common Stock  immediately  theretofore
purchasable  hereunder,  the kind and  amount  of  shares  of  stock  and  other
securities  and property  (including  cash) which the Holder would have owned or
have been entitled to receive after such Capital  Reorganization if this Warrant
had been exercised  immediately prior to such Capital  Reorganization,  assuming
such  holder (i) is not a person  with which the  Company  consolidated  or into
which the Company  merged or which merged into the Company or to which such sale
or  conveyance  was made,  as the case may be  ("constituent  person")  and (ii)
failed to exercise his rights of  election,  if any, as to the kind or amount of
securities,  cash or other property receivable upon such Capital  Reorganization
(provided  that if the kind or  amount  of  securities,  cash or other  property
receivable  upon such Capital  Reorganization  is not the same for each share of
Common  Stock held  immediately  prior to such  consolidation,  merger,  sale or

                                       4
<PAGE>
conveyance  by other than a  constituent  person or an affiliate  thereof and in
respect  of  which  such  rights  of  election  shall  not have  been  exercised
("non-electing  share"),  then for the purposes of this  paragraph  the kind and
amount of shares of stock and  other  securities  or other  property  (including
cash) receivable upon such Capital Reorganization shall be deemed to be the kind
and amount so receivable per share by a plurality of the  non-electing  shares).
As a  condition  to  effecting  any Capital  Reorganization,  the Company or the
successor  or  surviving  corporation,  as the case may be,  shall  execute  and
deliver to the Holder an agreement as to the Holder's  rights in accordance with
this Section 5(c), providing for subsequent  adjustments as nearly equivalent as
may be  practicable  to the  adjustments  provided  for in this  Section  5. The
provisions  of this Section 5(c) shall  similarly  apply to  successive  Capital
Reorganizations.

          (d)  If after the date of the  issuance  of this  Warrant  the Company
shall issue by  reclassification  of its shares of Common Stock other securities
of the  Company,  then the  number of shares of Common  Stock  purchasable  upon
exercise of the Warrant  immediately prior to such issuance shall be adjusted so
that the Holder upon  exercise  hereof shall be entitled to receive the kind and
number of shares of Common  Stock or other  securities  of the Company  which it
would have owned or have been entitled to receive after such issuance,  had this
Warrant been  exercised  immediately  prior to such  issuance or any record date
with respect  thereto.  An  adjustment  made pursuant to this Section 5(d) shall
become  effective  upon the date of the issuance  retroactive to the record date
with  respect  thereto,  if any.  Such  adjustment  shall  be made  successively
whenever such an issuance is made.

          (e)  (i)  Any adjustments  pursuant  to this  Section  5 shall be made
successively whenever an event referred to herein shall occur.

               (ii) If the  Company  shall set a record  date to  determine  the
holders of shares of Common Stock for purposes of a Common Stock Reorganization,
Non-Cash  Dividend or Capital  Reorganization,  and shall  legally  abandon such
action prior to effecting such action, then no adjustment shall be made pursuant
to this Section 5 in respect of such action.

               (iii) No adjustment in the Exercise Price shall be made hereunder
unless such adjustment decreases such price by one percent or more, but any such
lesser  adjustment  shall be carried  forward  and shall be made at the time and
together with the next subsequent adjustment which together with any adjustments
so carried forward shall serve to adjust such price by one percent or more.

               (iv) No adjustment in the Exercise  Price shall be made hereunder
if such adjustment  would reduce the exercise price to an amount below par value
of the Common  Stock,  which par value  shall  initially  be $0.001 per share of
Common Stock.

          (f)  As a condition  precedent to the taking of any action which would
require an  adjustment  pursuant to this  Section 5, the Company  shall take any
action  which may be  necessary,  including  obtaining  regulatory  approvals or
exemptions,  in order that the Company may thereafter  validly and legally issue

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<PAGE>
as fully paid and  nonassessable  all shares of Common Stock which the Holder is
entitled to receive upon exercise thereof.

          (g)  Promptly  after an  adjustment or  readjustment  pursuant to this
Section 5 becomes  determinable,  the Company shall give notice to the Holder of
any action which requires an adjustment or readjustment pursuant to this Section
5, describing such event in reasonable  detail and specifying the record date or
effective  date, if  determinable,  the required  adjustment and the computation
thereof, if applicable.  If the Holder fails to object to any such notice within
30 days of  receipt  of the  Company's  notice,  the  adjustment  will be deemed
accepted by the Holder.

     6.   Upon  receipt of  evidence  satisfactory  to the  Company of the loss,
theft,  destruction  or  mutilation  of any Warrant and, in the case of any such
loss,  theft or  destruction,  upon receipt of indemnity or security  reasonably
satisfactory to the Company (the original Holder's  indemnity being satisfactory
indemnity in the event of loss,  theft or  destruction  of any Warrant  owned by
such  Holder),  or,  in the  case of any such  mutilation,  upon  surrender  and
cancellation of such Warrant, the Company will make and deliver, in lieu of such
lost,  stolen,  destroyed or mutilated  Warrant, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of shares of Common
Stock as provided for in such lost, stolen, destroyed or mutilated Warrant.

     7.   The Holder shall not, as holder of this  Warrant,  be entitled to vote
or to receive  dividends or be deemed the holder of Common Stock that may at any
time be issuable upon exercise of this Warrant for any purpose  whatsoever,  nor
shall  anything  contained  herein be  construed  to confer upon the Holder,  as
holder of this Warrant, any of the rights of a stockholder of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate action (including without limitation, a Capital Reorganization), or to
receive  notice of meetings,  or to receive  dividends or  subscription  rights,
until the Holder shall have  exercised  this  Warrant and been issued  shares of
Common Stock in accordance with the provisions hereof.

     8.   The  Holder of this  Warrant,  by  acceptance  hereof,  agrees to give
written notice to the Company before  transferring  this Warrant or transferring
any Common Stock  issuable or issued upon the exercise  hereof of such  Holder's
intention to do so,  describing  briefly the manner of any proposed  transfer of
this  Warrant or such  Holder's  intention as to the  disposition  to be made of
shares of Common Stock issuable or issued upon the exercise hereof.  Such Holder
shall  also  provide  the  Company   with  an  opinion  of  counsel   reasonably
satisfactory  to the  Company to the effect that the  proposed  transfer of this
Warrant or disposition of shares  received upon exercise  hereof may be effected
without  registration  or  qualification  (under  any  Federal or State law) and
without  causing  the  loss  of  the  applicable   securities  law  registration
exemption(s)  relied  upon by the  Company  when it issued  this  Warrant.  Upon
receipt of such written notice and opinion by the Company,  such Holder shall be
entitled to transfer  this  Warrant,  or to exercise  this Warrant in accordance
with its terms and  dispose  of the shares  received  upon such  exercise  or to
dispose of shares of Common Stock  received  upon the previous  exercise of this
Warrant, all in accordance with the terms of the notice delivered by such Holder
to the Company,  provided that an  appropriate  legend  respecting the aforesaid

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restrictions  on transfer and  disposition  shall be endorsed on this Warrant or
the certificates for such shares.

     9.   Subject to the  provisions  of Section 8 hereof,  this Warrant and all
rights hereunder are  transferable,  in whole or in part,  without charge to the
Holder  hereof,  at the principal  office of the Company by the Holder hereof in
person  or by its duly  authorized  attorney,  upon  surrender  of this  Warrant
properly endorsed and this Warrant is exchangeable, upon the surrender hereof by
the Holder  hereof at the office of the Company,  for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares which may be subscribed for and purchased hereunder,  each of such new
Warrants to represent  the rights to subscribe  for and purchase  such number of
shares  as  shall  be  designated  by said  Holder  hereof  at the  time of such
surrender. Each taker and Holder of this Warrant, by taking or holding the same,
consents  and agrees  that the bearer of this  Warrant,  when  endorsed,  may be
treated by the Company and all other  persons  dealing  with this Warrant as the
absolute owner hereof for any purpose and as the person entitled to exercise the
rights  represented by this Warrant,  or to transfer  hereof on the books of the
Company, any notice to the contrary notwithstanding;  but until such transfer on
such books, the Company may treat the registered  Holder hereof as the owner for
all purposes.

     10.  (a)  Upon  receipt  of  notice  (the  "Registration  Request  Notice")
requesting  registration  under the Securities Act of Underlying Shares (defined
below)  from the  holders  of Notes and  Warrants  representing  more than fifty
percent (50%) of the aggregate  Underlying Shares, on only one occasion,  at any
time  commencing on the date hereof and terminating  two years  thereafter,  the
Company will offer to Holder the opportunity to include its Underlying Shares in
such registration. The Company will use its reasonable best efforts to file with
the Commission as promptly as practicable, a registration statement (the "Demand
Registration  Statement"),  and will use its reasonable best efforts to have the
Demand Registration  Statement declared effective and remain effective until the
earliest of (i) two years after the date it is declared effective, (ii) the date
all the Underlying  Shares  registered  thereby have been sold, or, (iii) in the
reasonable opinion of the Company's  counsel,  the Underlying Shares may be sold
publicly  without  registration.  The Company will also use its reasonable  best
efforts to qualify the Underlying  Shares under the securities laws of the state
where Holder  resides  provided the Company is not required to execute a general
consent to service or to qualify to do  business  in such  state.  This offer to
Holder  shall be made within  twenty (20) days after the  Company  receives  the
Registration  Request Notice.  If Holder elects to include its Underlying Shares
in the Demand Registration Statement, it will, in a timely fashion,  provide the
Company and its counsel with such  information and execute such documents as the
Company's  counsel  may  reasonably  require to prepare  and  process the Demand
Registration  Statement,  it shall have no further rights to registration of its
Underlying  Shares  under this Section  9(a).  In the event that the Company has
filed a registration  statement  with the Commission  relating to its securities
within ninety (90) days prior to its receipt of the Registration Request Notice,
which registration statement has not been declared effective, Holder agrees that
the Company can thereafter delay the filing of the Demand Registration Statement
for a  period  not  to  exceed  ninety  (90)  days.  Anything  to  the  contrary
notwithstanding,  in no event  shall the  Company be  required  to file a Demand
Registration Statement with the Commission prior to one hundred and eighty (180)

                                       7
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days after the date  hereof.  As used in this  Section 10,  "Underlying  Shares"
means (i) shares of Common Stock issuable upon  conversion of the Notes and (ii)
the Warrant Shares.

          (b)  If at any time after the date  hereof,  the  Company  proposes to
file  a  registration  statement  under  the  Act  with  respect  to  any of its
securities  (except  one  relating  to  employee  benefit  plans  or  a  merger,
acquisition  or  similar  transaction),  it shall  give  written  notice  of its
intention  to effect  such filing to the Holder at least 30 days prior to filing
such registration  statement (the "Piggyback  Registration  Statement").  If the
Underlying Shares have not been previously  registered and the Holder desires to
include its Underlying Shares in the Piggyback Registration  Statement, it shall
notify the Company in writing  within 15 days after  receipt of such notice from
the Company,  in which event the Company shall  include the Holder's  Underlying
Shares in the Piggyback Registration  Statement. If the Holder elects to include
its  Underlying  Shares in the  Piggyback  Registration  Statement  as set forth
herein, it shall, in a timely fashion,  provide the Company and its counsel with
such  information  and execute  such  documents  as its  counsel may  reasonably
require to prepare and process the Piggyback Registration Statement.

          (c)  The  Company  will  provide  the Holder with a copy of the Demand
Registration Statement or Piggyback Registration  Statement, as the case may be,
and any amendments thereto,  and copies of the final prospectus included therein
in such  quantities  as may  reasonably be required to permit the Holder to sell
its  Underlying  Shares  after the Demand  Registration  Statement  or Piggyback
Registration Statement is declared effective by the Commission.

          (d)  The Company will bear all expenses (except underwriting discounts
and commission,  if any, and the legal fees and expenses,  if any, of counsel to
the Holder) necessary and incidental to the performance of its obligations under
this Section 10.

          (e)  The Company and the Holder, if the Holder's Underlying Shares are
included in a Demand Registration  Statement or Piggyback Registration Statement
pursuant to this Section 10,  shall  provide  customary  and  appropriate  cross
indemnities to each other covering the information  supplied by the indemnifying
party  for  inclusion  in  such  Demand  Registration   Statement  or  Piggyback
Registration Statement.

          (f)  Anything to the contrary notwithstanding,  the Holder agrees that
as a condition for the Company  registering the Underlying  Shares, in the event
that the Piggyback  Registration  Statement in which the  Underlying  Shares are
included relates to an offering to be effected through or with the assistance of
an  underwriter,  the Holder will consent to restrict the sale of the Underlying
Shares or reduce (on a pro rata basis with shares of Common  Stock issued to any
other  stockholders of the Company prior to or after the date hereof,  and that,
as of the time of determination,  have presently exercisable registration rights
and are  requested  by  such  stockholders  to be  included  in  such  Piggyback
Registration  Statement) the number of Underlying Shares that may be included in
such registration in accordance with the requirements of such underwriter.

          (g)  Anything to the contrary  notwithstanding,  the Company shall not
be required to register  any  Underlying  Shares or provide  notices  under this
Section 10 to a Holder whose  Underlying  Shares are either (i) are covered by a

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<PAGE>
then  currently  effective  registration  statement  or (ii)  in the  reasonable
opinion of the Company's  counsel,  may be sold  pursuant to the exemption  from
registration provided by Section (k) of Rule 144 promulgated under the Act.

     11.  Any notices  required or permitted to be given under the terms of this
Warrant  shall be sent by certified  or  registered  mail (with  return  receipt
requested)  or  delivered  personally  or by  courier  (including  a  nationally
recognized overnight delivery service) or by facsimile transmission.  Any notice
so given shall be deemed  effective three days after being deposited in the U.S.
Mail,  or upon  receipt if  delivered  personally  or by  courier  or  facsimile
transmission, in each case addressed to a party at the following address or such
other address as each such party  furnishes to the other in accordance with this
Section 11:

          If to the Company:       EDT Learning, Inc.
                                   2999 North 44th Street
                                   Suite 650
                                   Phoenix, AZ 85018
                                   Telephone: (602) 952-1200
                                   Facsimile: (602) 952-0544
                                   Attention: President

          If to the Holder:        <<Holder_Name_>>
                                   <<Address_of_Holder>>
                                   <<Holder_City_State_Zip>>
                                   Telephone:<<WorkPhone>>
                                   Facsimile:<<Fax>>

     12.  (a)  No  failure  or delay of the  Holder in  exercising  any power or
right  hereunder  shall  operate  as a waiver  thereof,  nor shall any single or
partial   exercise  of  any  such  right  or  power,   or  any   abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and  remedies of the Holder are  cumulative  and not  exclusive of any rights or
remedies  which it would  otherwise  have. The provisions of this Warrant may be
amended,  modified  or waived  with (and only with) the  written  consent of the
Company and the Holder.

          (b)  Any such amendment,  modification or waiver effected  pursuant to
this Section 12 shall be binding upon the Holder of the Warrant and Common Stock
issuable upon exercise, upon each future holder thereof and upon the Company. In
the event of any such  amendment,  modification or waiver the Company shall give
prompt notice thereof to the Holder and, if appropriate,  notation thereof shall
be made on any Warrant  thereafter  surrendered for  registration of transfer or
exchange.  No notice or demand on the  Company  in any case  shall  entitle  the
Company  to  any  other  or  further  notice  or  demand  in  similar  or  other
circumstances.

     13.  All  representations,  warranties  and  covenants  made by the Company
herein or in any certificate or other instrument delivered by or on behalf of it
in  connection  with the Warrant shall be considered to have been relied upon by
the  Holder  and  shall  survive  the  issuance  and  delivery  of the  Warrant,

                                       9
<PAGE>
regardless of any investigation  made by the Holder,  and shall continue in full
force and effect so long as any Warrant is  outstanding.  All  statements in any
such  certificate  or other  instrument  shall  constitute  representations  and
warranties hereunder.

     14.  All covenants, stipulations, promises and agreements contained in this
Warrant by or on behalf of the Company  shall bind its  successors  and assigns,
whether so expressed or not.

     15.  In case any one or more of the  provisions  contained  in this Warrant
shall be  invalid,  illegal  or  unenforceable  in any  respect,  the  validity,
legality or  enforceability  of the remaining  provisions  contained  herein and
therein shall not in any way be affected or impaired thereby.  The parties shall
endeavor  in  good  faith  negotiations  to  replace  the  invalid,  illegal  or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.

     16.  This Warrant shall be governed by and construed in accordance with the
substantive laws (but not the rules governing conflicts of laws) of the State of
Delaware.

                           [Intentionally left blank.]

                                       10
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer and this Warrant to be dated as of March 29, 2002.


                                        EDT LEARNING, INC.


                                        By
                                           -------------------------------------
                                           James M. Powers, Jr.
                                           President and Chief Executive Officer

                                       11
<PAGE>
                               FORM OF ASSIGNMENT
                       (To Be Signed Only Upon Assignment)


     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto ___________________________ all of the rights of the undersigned under this
Warrant,  with  respect to the number of shares set forth  below,  and  appoints
___________________________  to  transfer  this  Warrant  on  the  books  of EDT
LEARNING, INC. with the full power of substitution in the premises.

NAME OF ASSIGNEE                    ADDRESS                     NUMBER OF SHARES
----------------                    -------                     ----------------










Dated: ______________________

In the presence of:


___________________________________         ____________________________________

          (Signature  must  conform in all respects to the name of the
          holder  as  specified  on the face of this  Warrant  without
          alteration,  enlargement or any change  whatsoever,  and the
          signature must be guaranteed in the usual manner.)
<PAGE>
                           SUBSCRIPTION FORM


      To be Executed by the Holder of this Warrant if such Holder
         Desires to Exercise this Warrant in Whole or in Part:


To:  EDT LEARNING, INC. (the "Company")


     The undersigned ___________________________________________________________


     Please insert Social Security or other
     identifying number of Subscriber: _________________________________________


hereby irrevocably elects to exercise the right of purchase  represented by this
Warrant for, and to purchase  thereunder,  _________  shares of the Common Stock
provided for therein and tenders payment herewith to the order of the Company in
the amount of  $___________,  such payment being made as provided on the face of
this Warrant.

     Please  issue a new Warrant  for the  unexercised  portion of the  attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below.

     The undersigned  requests that certificates for such shares of Common Stock
be issued as follows:

Name: __________________________________________________________________________

Address: _______________________________________________________________________

Deliver to: ____________________________________________________________________

Address: _______________________________________________________________________

Dated: ___________________________      Signature ______________________________


          Note:   The  signature  on  this   Subscription   Form  must
          correspond  with the name as  written  upon the face of this
          Warrant  in  every   particular,   without   alteration   or
          enlargement or any change whatever.