Exhibit 4.7


THIS CONVERTIBLE REDEEMABLE SUBORDINATED NOTE (AND THE SHARES OF COMMON STOCK OF
MAKER  ACQUIRABLE UPON  CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
SECURITIES ACT. THIS CONVERTIBLE REDEEMABLE SUBORDINATED NOTE (AND THE SHARES OF
COMMON STOCK OF MAKER ACQUIRABLE UPON CONVERSION) MUST BE HELD  INDEFINITELY AND
MAY NOT BE SOLD OR  TRANSFERRED  IN THE ABSENCE OF SUCH  REGISTRATION  OR UNLESS
MAKER RECEIVES AN OPINION OF COUNSEL, OR OTHER EVIDENCE,  REASONABLY  ACCEPTABLE
TO IT STATING  THAT SUCH SALE OR TRANSFER IS EXEMPT  FROM THE  REGISTRATION  AND
PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTS.

THE TRANSFER OF THIS CONVERTIBLE REDEEMABLE SUBORDINATED NOTE (AND THE SHARES OF
COMMON STOCK OF MAKER  ACQUIRABLE UPON CONVERSION) IS SUBJECT TO RESTRICTIONS AS
PROVIDED IN THIS CONVERTIBLE REDEEMABLE SUBORDINATED NOTE.

AN  INVESTMENT  IN THIS  CONVERTIBLE  REDEEMABLE  SUBORDINATED  NOTE  IS  HIGHLY
SPECULATIVE. PAYEE MAY LOSE ITS ENTIRE INVESTMENT.

                    CONVERTIBLE REDEEMABLE SUBORDINATED NOTE

$<<Notes__Warrants_to_be_issued_>>                                March 29, 2002

     FOR VALUE  RECEIVED,  the  undersigned,  EDT  Learning,  Inc.,  a  Delaware
corporation  ("Maker"),  hereby promises to pay to the order of <<Holder_Name_>>
("Payee"),  at  <<Address_of_Holder>>  <<Holder_City_State_Zip>>,  or such other
place as Payee may from time to time direct Maker in writing,  the principal sum
of ____________________ and 00/100 Dollars ($<<Notes__Warrants_to_be_issued_>>),
together with interest  thereon which shall accrue at the rate of twelve percent
(12.0%) per annum.  Accrued interest shall be due and payable at the end of each
calendar quarter following the date of this Convertible Redeemable  Subordinated
Note (the  "Convertible  Note")  until the  principal  hereof is paid in full or
converted  into shares of the common stock of Maker,  par value $0.001 per share
("Common Stock"), as herein provided.  The principal,  together with all accrued
but unpaid  interest  hereon,  shall  mature and be due and payable on March 29,
2012.  Except as otherwise  set forth in Section 8, Maker shall have no right to
prepay  this  Convertible  Note  prior to the date  that this  Convertible  Note
matures as set forth above.  All payments on this  Convertible Note shall be due
and payable in lawful currency of the United States of America.

     This Convertible Note is one of several Convertible Redeemable Subordinated
Notes  dated of even  date  herewith  and  issued  by Maker  (collectively,  the
"Convertible  Notes") as part of an  offering of 60 (subject to increase to 110)
units  (the  "Units")  that was  conducted  by Maker and  Murphy &  Durieu,  the
placement agent for the offering, on a best efforts basis. Each Unit consists of
one (1)  Convertible  Note and one (1) Warrant  exercisable for 50,000 shares of
Common Stock (collectively, the "Warrants").
<PAGE>
     1.   CONVERSION.  Payee or the then current holder of this Convertible Note
may elect to  convert  this  Convertible  Note (in whole but not in part) at any
time  following the date that is sixty (60) days following the date of this Note
and prior to  maturity.  The  principal  portion of this  Convertible  Note will
convert  into duly  authorized,  validly  issued,  fully paid and  nonassessable
shares of Common Stock (the "Underlying Shares").  The conversion price for such
conversion  shall be a price per share equal to $1.00, or, in case an adjustment
in the conversion  price has taken place pursuant to the provisions  hereof,  at
the then  applicable  conversion  price as so adjusted  (such price as in effect
from time to time being  referred  to herein as the  "Conversion  Price").  Upon
conversion, Payee (or the then current holder of this Convertible Note) shall be
obligated to deliver to Maker (i) this  Convertible  Note for  cancellation  and
(ii) written  notice of the intent of Payee (or the then current  holder of this
Convertible  Note) to convert  this  Note.  Within  fifteen  (15) days after the
giving of such notice,  Maker shall issue the  appropriate  number of Underlying
Shares  in  accordance  with  the  Conversion  Price  and  deliver  to  Payee  a
certificate or certificates therefor,  registered in its name, representing such
Underlying  Shares  against  delivery to Maker of this  Convertible  Note marked
"paid in full."  Payee shall  represent in writing to Maker prior to the receipt
of the Underlying  Shares that such Underlying Shares will be acquired by it for
investment only and not for resale or with a view to the  distribution  thereof,
and shall agree that any  certificates  representing  the Underlying  Shares may
bear a legend,  conspicuously  noting  such  restriction,  as Maker  shall  deem
reasonably  necessary or  desirable  to enable it to comply with any  applicable
federal or state laws or regulations.

     Upon  conversion of this  Convertible  Note, the holder hereof shall not be
entitled to receive any unaccumulated or unaccrued interest,  provided that such
holder shall be entitled to receive (by cash payment  only) any interest on such
portion that accrued prior to such conversion and remained unpaid. In connection
with the conversion of this  Convertible  Note, no fractions of shares of Common
Stock shall be issued,  but Maker shall pay a cash adjustment in respect of such
fractional interest in an amount equal to such fraction of a share multiplied by
the Conversion Price.

     2.   ANTIDILUTION  ADJUSTMENTS.  The Conversion Price in effect at any time
shall be subject to adjustment as follows:

          (a)  In case Maker shall pay or make a dividend or other  distribution
     on any class of  capital  stock of Maker in shares  of  Common  Stock,  the
     Conversion  Price in effect at the opening of business on the day following
     the date fixed for the  determination  of stockholders  entitled to receive
     such dividend or other  distribution  shall be reduced by multiplying  such
     Conversion Price by a fraction,  the numerator of which shall be the number
     of shares of Common Stock  outstanding at the close of business on the date
     fixed for such  determination and the denominator of which shall be the sum
     of such number of shares and the total number of shares  constituting  such
     dividend  or  other  distribution,   such  reduction  to  become  effective
     immediately  after the opening of business  on the day  following  the date
     fixed for such determination.

          (b)  In case Maker  shall  issue  rights or warrants to all holders of
     its shares of Common  Stock  entitling  them to  subscribe  for or purchase
     Common  Stock at a price per share  less  than the Fair  Value (as  defined
     below)  per  share  of  the  Common   Stock  on  the  date  fixed  for  the

                                       -2-
<PAGE>
     determination of stockholders  entitled to receive such rights or warrants,
     the  Conversion  Price in  effect at the  opening  of  business  on the day
     following  the date  fixed for such  determination  shall be reduced to the
     amount  determined by multiplying such Conversion Price by a fraction,  the
     numerator  of  which  shall  be  the  number  of  shares  of  Common  Stock
     outstanding   at  the  close  of  business  on  the  date  fixed  for  such
     determination,  plus the  number  of  shares  of  Common  Stock  which  the
     aggregate  of the  offering  price of the total  number of shares of Common
     Stock so offered for  subscription  or purchase would purchase if purchased
     at Fair Value,  and the  denominator of which shall be the number of shares
     of Common Stock  outstanding at the close of business on the date fixed for
     such  determination,  plus the number of shares of Common  Stock so offered
     for   subscription  or  purchase,   such  reduction  to  become   effective
     immediately  after the opening of business  on the day  following  the date
     fixed for such determination.

          (c)  In  case  the  outstanding   shares  of  Common  Stock  shall  be
     subdivided into a greater number of shares,  the Conversion Price in effect
     at the  opening of business  on the day  following  the day upon which such
     subdivision  becomes  effective  shall  be  proportionately  reduced,  and,
     conversely,  in case  the  outstanding  shares  of  Common  Stock  shall be
     combined into smaller number of shares,  the Conversion  Price in effect at
     the  opening  of  business  on the day  following  the day upon  which such
     combination  becomes  effective shall be  proportionately  increased,  such
     reduction or increase,  as the case may be, to become effective immediately
     upon the opening of business on the day  following  the day upon which such
     subdivision or combination becomes effective.

          (d)  In case Maker shall, by dividend or otherwise,  distribute to all
     holders  of shares of Common  Stock  evidences  of  indebtedness  or assets
     (including  securities,  but excluding  any rights or warrants  referred to
     above, any dividend or distribution  paid in cash out of the earned surplus
     of  Maker  and  any  dividend  or  distribution  referred  to  above),  the
     Conversion  Price  shall be adjusted so that the same shall equal the price
     determined by multiplying the Conversion Price in effect  immediately prior
     to the  close  of  business  on the date  fixed  for the  determination  of
     stockholders  entitled to receive  such  distribution  by a  fraction,  the
     numerator of which shall be the Fair Value per share of the Common Stock on
     the date fixed for such determination less the Fair Value of the portion of
     the assets or evidences of  indebtedness  so  distributed  allocable to one
     share of Common Stock and the denominator of which shall be such Fair Value
     per share of the  Common  Stock on the date  fixed for such  determination,
     such  adjustment to become  effective  immediately  prior to the opening of
     business  on the day  following  the date  fixed for the  determination  of
     stockholders entitled to receive such distribution.

          (e)  In case the  Common  Stock  shall be  changed  into the same or a
     different  number of shares of any class or  classes  of stock,  whether by
     capital  reorganization,  reclassification,  or  otherwise  (other  than  a
     subdivision or combination of shares or a stock dividend  described  above,
     or a consolidation,  merger or sale of assets described below), then and in
     each such event the Payee (or the then current  holder of this  Convertible
     Note) shall have the right thereafter to convert this Convertible Note into
     the kind and amount of shares of stock and other  securities  and  property
     receivable upon such  reorganization,  reclassification or other change, by
     holders of the number of shares of Common Stock into which this Convertible

                                       -3-
<PAGE>
     Note might have been converted  immediately  prior to such  reorganization,
     reclassification or change.

          (f)  No adjustment in the  Conversion  Price shall be required  unless
     such adjustment (plus any adjustments not previously made by reason of this
     paragraph (f)) would require an increase or decrease of at least 1% in such
     price;  provided,  however,  that any adjustments  which, by reason of this
     paragraph  (f),  are not  required to be made shall be carried  forward and
     taken into account in any subsequent  adjustment.  All  calculations  under
     this Section 2 shall be made to the nearest dollar.

          (g)  Whenever  the  Conversion  Price is  adjusted as provided in this
     Convertible  Note and upon the request of Payee (or the then current holder
     of this  Convertible  Note),  Maker shall prepare an Officer's  Certificate
     setting  forth the  adjusted  Conversion  Price and  showing in  reasonable
     detail the facts upon which such  adjustment  is based and the  computation
     thereof,  and such certificate shall promptly be forwarded to the Payee (or
     the then current holder of this Convertible Note).

          (h)  Maker shall at all times  reserve and keep  available,  free from
     preemptive  rights,  out of its authorized  shares of Common Stock, for the
     purpose of effecting the  conversion  of the  Convertible  Notes,  the full
     number of shares of Common Stock then issuable  upon the  conversion of all
     outstanding  Convertible  Notes and shall take all action necessary so that
     shares of Common  Stock so issued  will be validly  issued,  fully paid and
     nonassessable.

          (i)  Maker  will pay any and all stamp or  similar  taxes  that may be
     payable in respect of the issuance or delivery of shares of Common Stock on
     conversion of this Convertible Note. Maker shall not, however,  be required
     to pay any tax that may be payable in respect of any  transfer  involved in
     the  issuance  and  delivery of shares of Common Stock in a name other than
     that of the Payee,  and no such  issuance or delivery  shall be made unless
     and until the person  requesting such issuance has paid to Maker the amount
     of any such tax, or has established to the  satisfaction of Maker that such
     tax has been paid.

          (j)  Maker agrees that in case of any  consolidation of Maker with, or
     merger of Maker into,  any other  corporation,  or in case of any merger of
     another  corporation  into Maker (other than a merger which does not result
     in  any   reclassification,   conversion,   exchange  or   cancellation  of
     outstanding  shares of Common  Stock of  Maker),  or in case of any sale or
     transfer of all or  substantially  all of the assets of Maker,  Maker shall
     require the corporation formed by such consolidation or resulting from such
     merger or which  acquires  such assets,  as the case may be, to execute and
     deliver to the Payee (or the then current holder of this Convertible  Note)
     an agreement  providing  that the Payee (or the then current holder of this
     Convertible   Note)  shall  have  the  right  thereafter  to  convert  this
     Convertible  Note into the kind and  amount of  securities,  cash and other
     property receivable upon such consolidation,  merger, sale or transfer by a
     holder of the  number of shares of Common  Stock of Maker  into  which this
     Convertible  Note  might  have  been  converted  immediately  prior to such
     consolidation,  merger, sale or transfer.  Such agreement shall provide for
     adjustments  which,  for events  subsequent to the  effective  date of such

                                       -4-
<PAGE>
     consolidation,  merger, sale or transfer,  shall be as nearly equivalent as
     may be  practicable  to the  adjustments  provided  for  herein.  The above
     provisions of this  Convertible  Note shall  similarly  apply to successive
     consolidations, mergers, sales or transfers.

          (k)  "Fair Value" of the Common Stock shall be determined from time to
     time in good faith by the Board of Directors of Maker;  provided,  however,
     that if the Common Stock is then traded on the American Stock Exchange (or,
     if no longer  traded  on the  American  Stock  Exchange,  another  national
     exchange  or the NASDAQ  Stock  Market),  then the Fair Value of the Common
     Stock shall be deemed to be equal to the average  quoted  closing  price of
     the  Common  Stock  over  the  five  trading  days  prior  to the  date  of
     determination.  Any  valuation  made  pursuant  hereto will be binding upon
     Maker  and all  holders  of  Convertible  Notes and  their  successors  and
     assigns.

          (l)  Except as otherwise explicitly set forth in this Section 2, there
     shall be no antidilution or other adjustments to the Conversion Price.

     3.   EVENTS OF DEFAULT  AND  REMEDIES.  At the option of Payee (or the then
current  holder of this  Convertible  Note),  the  entire  amount of the  unpaid
balance of this Convertible Note, shall immediately  become due and payable upon
the  occurrence  of one or more of the following  events of default  ("Events of
Default"):

          (a)  Failure of Maker to make any payment on this  Convertible Note as
     and when the same  becomes  due and  payable in  accordance  with the terms
     hereof,  and such failure  continues for a period of thirty (30) days after
     the  receipt by Maker of  written  notice  from Payee (or the then  current
     holder of this Convertible Note) of the occurrence of such failure; or

          (b)  Maker shall (i) voluntarily seek,  consent to or acquiesce in the
     benefit or benefits of any Debtor  Relief Law (as  hereinafter  defined) or
     (ii) become party to (or be made the subject of) any proceeding provided by
     any Debtor  Relief Law,  other than as a creditor or  claimant,  that could
     suspend  or  otherwise  adversely  affect  the rights of Payee (or the then
     current holder of this Convertible  Note) granted  hereunder (unless in the
     event such proceeding is involuntary,  the petition instituting the same is
     dismissed within 120 days of the filing of same). As used herein,  the term
     "Debtor  Relief  Law" means the  Bankruptcy  Code of the  United  States of
     America and all other applicable liquidation, conservatorship,  bankruptcy,
     moratorium,  rearrangement,  receivership,  insolvency,  reorganization  or
     similar debtor relief laws from time to time in effect affecting the rights
     of creditors generally.

     In the event any one or more of the Events of Default specified above shall
have occurred,  the holder of this  Convertible  Note may proceed to protect and
enforce  its  rights  either by suit in equity or by action at law,  or by other
appropriate proceedings, whether for the specific performance of any covenant or
agreement  contained in this  Convertible  Note or in aid of the exercise of any
power or right granted by this  Convertible  Note, or to enforce any other legal
or equitable right of the holder of this Convertible Note.

                                      -5-
<PAGE>
     4.   SUCCESSORS AND ASSIGNS. All of the covenants,  stipulations,  promises
and agreements in this Convertible Note made by or on behalf of Maker shall bind
its successors and assigns, whether so expressed or not; provided, however, that
Maker may not,  without the prior written  consent of Payee (or the then current
holder of this Convertible Note),  assign any of its rights,  powers,  duties or
obligations under this Convertible Note.

     5.   MAXIMUM INTEREST.  Regardless of any provision contained herein, Maker
shall never be required to pay and the holder  hereof shall never be entitled to
receive,  collect  or apply as  interest  hereon,  any  amount  in excess of the
highest lawful  interest rate permitted  under  applicable law, and in the event
the holder hereof receives,  collects or applies, as interest,  any such excess,
such  amounts  which  would be  excessive  interest  shall be  deemed a  partial
prepayment of principal and treated hereunder as such for all purposes;  and, if
the principal  hereof is paid in full, any remaining excess shall be refunded to
Maker.  In  determining  whether or not the interest paid or payable,  under any
specific  contingency,  exceeds the highest lawful interest rate,  Maker and the
holder hereof shall, to the maximum extent  permitted  under  applicable law (a)
characterize any nonprincipal  payment as an expense, fee or premium rather than
as interest,  (b) exclude prepayments and the effects thereof, and (c) pro rate,
allocate  and  spread  the  total  amount  of  interest  throughout  the  entire
contemplated term hereof;  provided that if the indebtedness evidenced hereby is
paid  and  performed  in full  prior to the end of the  full  contemplated  term
hereof,  and if the interest received for the actual period of existence thereof
exceeds the highest  lawful  interest rate, the holder hereof shall either apply
as principal reduction or refund to Maker the amount of such excess, and in such
event,  the holder hereof shall not be subject to any penalties  provided by any
laws for  contracting  for,  charging  or  receiving  interest  in excess of the
highest lawful interest rate.

     6.   RESTRICTIONS  ON  TRANSFERABILITY.  By taking this  Convertible  Note,
Payee  acknowledges  that (a) this  Convertible  Note (and the  shares of Common
Stock of Maker  acquirable upon conversion) has been acquired for investment and
has not been  registered  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act") or any state securities act and (b) this Convertible Note (and
the shares of Common Stock of Maker  acquirable  upon  conversion)  must be held
indefinitely  unless (i) subsequent  disposition thereof is registered under the
Securities Act and all  applicable  state  securities  laws or (ii) an exemption
from such registration is available and Maker receives an opinion of counsel, or
other evidence,  reasonably  satisfactory to Maker stating that such disposition
is made in compliance with an exemption from such  registration,  and prospectus
delivery requirements.

     7.   SUBORDINATION.  To the extent and in the manner  hereinafter set forth
in this Section 7, the indebtedness represented by this Convertible Note and any
renewals or  extensions  thereof  shall at all times be wholly  subordinate  and
junior in right of  payment  to the prior  payment in full of any and all Senior
Indebtedness.

          (a)  SENIOR  INDEBTEDNESS.  "Senior  Indebtedness" means the principal
     of, premium,  if any, and unpaid interest (including without limitation any
     interest  accruing from and after the date of any filing made in respect of
     Maker or any of its Subsidiaries  pursuant to Chapter 11 of Title 11 of the
     U.S. Code,  whether or not a claim for such interest would be recognized or
     allowed in such  proceeding) on the following,  whether  outstanding at the
     date hereof or thereafter  incurred or created:  (i)  Indebtedness of Maker

                                      -6-
<PAGE>
     for money borrowed  (including  purchase-money  obligations),  evidenced by
     notes or other written obligations, (ii) Indebtedness of Maker evidenced by
     notes, debentures, bonds or other securities issued under the provisions of
     an indenture or similar  instrument,  (iii)  obligations of Maker as lessee
     under capital  leases and under leases of property made as part of any sale
     and leaseback transactions, (iv) any Hedging Transactions, (v) Indebtedness
     of  others of any of the  kinds  described  in the  preceding  clauses  (i)
     through (iv) assumed or guaranteed by Maker and (vi)  renewals,  extensions
     and refundings of, and  Indebtedness  and obligations of a successor person
     issued in exchange for or in replacement of, Indebtedness or obligations of
     the kinds  described in the  preceding  clauses (i) through (v);  PROVIDED,
     HOWEVER,  that the following shall not constitute Senior Indebtedness:  (A)
     any  Indebtedness or obligation as to which, in the instrument  creating or
     evidencing  the same or  pursuant to which the same is  outstanding,  it is
     expressly  provided that such  Indebtedness or obligation is subordinate in
     right  of  payment  to  all  other  Indebtedness  of  Maker  not  expressly
     subordinated to such  Indebtedness or obligation;  (B) any  Indebtedness or
     obligation  which by its terms refers  explicitly to the Convertible  Notes
     and states  that such  Indebtedness  or  obligation  shall not be senior in
     right of payment  thereto;  (C) any  Indebtedness or obligation of Maker in
     respect of the Convertible  Notes; (D) Indebtedness or other obligations of
     Maker to any stockholder,  director, officer or employee of Maker or any of
     its Subsidiaries; and (E) Indebtedness guaranteed by Maker on behalf of any
     stockholder,  director,  officer  or  employee  of  Maker  or  any  of  its
     Subsidiaries.

          (b)  PAYMENT OVER OF PROCEEDS UPON  DISSOLUTION,  ETC. In the event of
     any  liquidation  of  Maker  or  of  any  execution,   sale,  receivership,
     insolvency, bankruptcy, readjustment,  reorganization, marshaling of assets
     and  liabilities,  assignment for the benefit of creditors or other similar
     proceeding  relative to Maker or its property (a "Creditors'  Proceeding"),
     all principal and interest owing on all Senior  Indebtedness shall first be
     paid in full before any payment is made upon the indebtedness  evidenced by
     the Convertible Notes, and in any such event any payment or distribution of
     any kind or character,  whether in cash, property or securities (other than
     in securities or other evidences of  indebtedness,  the payment of which is
     subordinated to the payment of all Senior Indebtedness that may at the time
     be  outstanding)  that shall be made upon or in respect of the  Convertible
     Notes shall be paid over to the holders of such  Senior  Indebtedness,  for
     application  in payment  thereof in  accordance  with the  priorities  then
     existing among such holders unless and until such Senior Indebtedness shall
     have been paid or satisfied in full.

          (c)  NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

               (i)  Upon the failure to pay (beyond any applicable cure or grace
          periods) any installment of principal,  premium, interest, fees or any
          other amounts owing on any Senior  Indebtedness  when the same becomes
          due and payable,  including without limitation a declaration that such
          principal  amount of Senior  Indebtedness  has been declared to be due
          and payable prior to its maturity (a "Payment Default"), no payment of
          principal,  premium (if any), interest or other amounts owing shall be
          made on the  Convertible  Notes or on account of the purchase or other
          acquisition  of  Convertible  Notes  unless and until (i) such default

                                      -7-
<PAGE>
          shall have been  cured or  expressly  waived or shall  have  ceased to
          exist or (ii) adequate provision has been made for the payment of such
          Senior  Indebtedness  in a manner  satisfactory  to the  holders of at
          least 25% of the then outstanding amount of such Senior Indebtedness.

               (ii) Upon the  occurrence  of any default  with respect to Senior
          Indebtedness  (other  than a Payment  Default),  which  default  would
          permit the  holders of such Senior  Indebtedness  to cause such Senior
          Indebtedness to become due prior to its stated maturity (a "Nonpayment
          Default"),  upon written  notice thereof given to Maker and the holder
          of this  Convertible  Note by any  holders of any Senior  Indebtedness
          ("Payment  Notice"),  then,  unless and until such Nonpayment  Default
          shall  have been cured or waived or shall  cease to exist,  no payment
          (other than in capital stock or evidences of Indebtedness, the payment
          of which is subordinated to the payment of all Senior Indebtedness, to
          the same  extent  as the  Convertible  Notes,  that may at the time be
          outstanding)  shall  be made by Maker in  respect  of the  Convertible
          Notes or to acquire any of the Convertible Notes;  PROVIDED,  HOWEVER,
          that this  paragraph  (ii) shall not prevent the making of any payment
          (x) which is made 180 days or more after the Payment Notice shall have
          been  given or (y) if  earlier,  after the date on which  such  Senior
          Indebtedness  shall  have  been  paid in full in cash or in any  other
          manner  acceptable to holders of such Senior  Indebtedness or the date
          on which  application  of this paragraph (ii) has been cured or waived
          in  writing  by the  holders  of such  Senior  Indebtedness  (or their
          representatives) in accordance with the terms of the document pursuant
          to which it was issued.  Maker shall  promptly  deliver  such  Payment
          Notice to the holders of the Convertible  Notes.  Notwithstanding  the
          foregoing,  (A) not more than one Payment Notice shall be given within
          a period of 365 consecutive days, and (B) no Nonpayment  Default which
          existed or was continuing on the date of any Payment  Notice  (whether
          or  not  such  event  of  default  is on  the  same  issue  or  Senior
          Indebtedness)  may be made the  basis for the  giving of a  subsequent
          Payment Notice.

          (d)  PAYMENT   PERMITTED   IF  NO  DEFAULT.   Except  as  provided  in
     subsections  (b) and (c) of  this  Section  7,  nothing  contained  in this
     Convertible  Note shall prevent  Maker from making  payments at any time of
     principal of (and premium, if any) or interest on the Convertible Notes.

          (e)  NO WAIVER OF SUBORDINATION  PROVISIONS. No right of any holder of
     any Senior  Indebtedness to enforce  subordination as herein provided shall
     at any time or in any way be  affected or impaired by any failure to act on
     the  part  of  Maker  or the  holders  of  Senior  Indebtedness,  or by any
     noncompliance  by Maker with any of the terms,  provisions and covenants of
     this Convertible  Note,  regardless of any knowledge  thereof that any such
     holder of Senior Indebtedness may have or be otherwise charged with.

          Without in any way limiting the generality of the foregoing paragraph,
     the holders of Senior  Indebtedness may, at any time and from time to time,
     without the consent of or notice to the holders of the  Convertible  Notes,
     without  incurring  responsibility  to the holders of the Convertible Notes
     and without  impairing  or  releasing  the  subordination  provided in this

                                      -8-
<PAGE>
     Section 7 or the  obligation  hereunder  of the holders of the  Convertible
     Notes to the  holders  of  Senior  Indebtedness,  do any one or more of the
     following:

               (i)  change the  manner,  place or terms of payment or extend the
          time of  payment  of,  or  renew or  alter,  Senior  Indebtedness,  or
          otherwise amend or supplement in any manner Senior Indebtedness or any
          instrument  evidencing  the same or any  agreement  under which Senior
          Indebtedness is outstanding;

               (ii) sell, exchange,  release or otherwise deal with any property
          pledged, mortgaged or otherwise securing Senior Indebtedness;

               (iii) release any person liable in any manner for the  collection
          of Senior Indebtedness; and

               (iv) exercise or refrain from exercising any rights against Maker
          and any other person.

          (f)  NOTICE.  Maker shall give prompt written notice to holders of the
     Convertible Notes of any fact known to Maker that would prohibit the making
     of any payment in respect of the Convertible Notes pursuant to this Section
     7.

          (g)  RELIANCE ON JUDICIAL ORDER OR  CERTIFICATE OF LIQUIDATING  AGENT.
     Upon any  payment or  distribution  of assets of Maker  referred to in this
     Section 7, the holders of the  Convertible  Notes shall be entitled to rely
     upon any order or decree entered by any court of competent  jurisdiction in
     which  such  liquidation  or  Creditors'   Proceeding  is  pending,   or  a
     certificate of the trustee in bankruptcy,  receiver,  liquidating  trustee,
     custodian,  assignee  for the benefit of  creditors,  agent or other person
     making  such  payment  or   distribution,   delivered  to  the  holders  of
     Convertible  Notes, for the purpose of ascertaining the persons entitled to
     participate  in such  payment or  distribution,  the  holders of the Senior
     Indebtedness and other Indebtedness of Maker, the amount thereof or payable
     thereon,  the amount or amounts paid or  distributed  thereon and all other
     facts pertinent thereto or to this Section 7.

          (h)  CERTAIN  CONVERSIONS  DEEMED  PAYMENT.  For the  purposes of this
     Section 7 only,  (i) the issuance and  delivery of junior  securities  upon
     conversion of Convertible Notes shall not be deemed to constitute a payment
     or  distribution  on account of the  principal of or premium or interest on
     Convertible  Notes or on account of the  purchase or other  acquisition  of
     Convertible  Notes,  and (ii) the  payment,  issuance  or delivery of cash,
     property or securities (other than junior  securities) upon conversion of a
     Convertible  Note shall be deemed to  constitute  payment on account of the
     principal of such  Convertible  Note.  For the purposes of this  subsection
     7(h),  the term  "junior  securities"  means (A) shares of any stock of any
     class of Maker and (B) securities of Maker that are  subordinated  in right
     of payment to all Senior  Indebtedness  that may be outstanding at the time
     of issuance or delivery of such securities to substantially the same extent
     as, or to a greater extent than, the Convertible  Notes are so subordinated
     as provided  in this  Section 7.  Nothing  contained  in this  Section 7 or
     elsewhere in this Convertible Note is intended to or shall impair, as among
     Maker,  its  creditors  other than holders of Senior  Indebtedness  and the

                                      -9-
<PAGE>
     holders  of the  Convertible  Notes,  the  right,  which  is  absolute  and
     unconditional,  of the  holder of any  Convertible  Notes to  convert  such
     Convertible Note in accordance with Section 1.

          (i)  HOLDERS  OF  CONVERTIBLE  NOTES TO BE  SUBROGATED  TO  RIGHTS  OF
     HOLDERS OF SENIOR INDEBTEDNESS.  Subject to the payment in full in cash, or
     in any other manner acceptable to holders of Senior  Indebtedness (in their
     sole discretion),  of all Senior  Indebtedness,  the holders of Convertible
     Notes  shall  be  subrogated  to  the  rights  of  the  holders  of  Senior
     Indebtedness  to  receive  payments  or  distributions  of  assets of Maker
     applicable  to the  Senior  Indebtedness  until  all  amounts  owing on the
     Convertible  Notes  shall be paid in full in cash,  and for the  purpose of
     such subrogation no such payments or distributions to the holders of Senior
     Indebtedness by or on behalf of Maker, or by or on behalf of the holders of
     the  Convertible  Notes by virtue of this Section 7, which  otherwise would
     have been made to the holders of the  Convertible  Notes shall,  as between
     Maker, its creditors other than the holders of Senior  Indebtedness and the
     holders of the Convertible Notes, be deemed to be payment by Maker to or on
     account of the Senior Indebtedness, it being understood that the provisions
     of this Section 7 are, and are intended, solely for the purpose of defining
     the relative  rights of the holders of the  Convertible  Notes,  on the one
     hand, and the holders of Senior Indebtedness, on the other hand.

     As used in this Section 7:

     "GAAP" shall mean generally accepted accounting  principles as in effect in
the  United  States  of  America  from  time to time  and  applied  consistently
throughout the relevant periods.

     "HEDGING  TRANSACTION" shall mean, with respect to any Person, (i) interest
rate swap  agreements,  interest  rate cap  agreements  and interest rate collar
agreements  of such  Person,  (ii)  currency  swap  agreements  and currency cap
agreements  of such Person and (iii) other written  agreements  or  arrangements
principally  designed to protect such Person  against  fluctuations  in interest
rates or currency  values or the price of any commodity  used in the business of
such Person.

     "INDEBTEDNESS" means (without duplication), when used with reference to any
Person:

          (i)  any  obligation,  contingent  or  otherwise,  (A) in  respect  of
     borrowed  money  (whether or not the recourse of the lender is to the whole
     of the  assets  of  such  Person  or  only to a  portion  thereof),  or (B)
     evidenced by bonds, notes,  debentures or similar instruments or letters of
     credit or (C)  representing the balance deferred and unpaid of the purchase
     price of any property, if and to the extent (but only to the extent) any of
     the foregoing indebtedness would appear as a liability upon a balance sheet
     of such Person and its  Subsidiaries  prepared on a  consolidated  basis in
     accordance with GAAP, and

          (ii) shall also include, regardless of whether such items would appear
     upon a balance sheet, (A) the principal  component of any Capitalized Lease
     Obligations of such Person, (B) obligations  secured by a Lien to which any
     property or asset,  including leasehold interests and any other tangible or
     intangible property rights, owned by such Person is subject, whether or not

                                      -10-
<PAGE>
     the  obligations  secured  thereby  shall have been  assumed by such Person
     (PROVIDED,  HOWEVER, that, if the obligations have not been assumed by such
     Person  such  obligations  shall be deemed to be in an amount  equal to the
     lesser of (1) the fair  market  value (as  determined  in good faith by the
     Board of Directors of Maker and as evidenced by a board  resolution) of the
     property or  properties  to which the Lien relates or (2) the amount of the
     Indebtedness  secured by such Lien) by such  Person or shall  otherwise  be
     such Person's legal liability, (C) reimbursement  obligations and all other
     liabilities  (contingent or otherwise) of such Person in respect of letters
     of credit  and  letter of credit  guarantees,  (D) any  obligation  of such
     Person in respect  of  Hedging  Transactions,  and (E)  guarantees  by such
     Person of items  which would be included  within  this  definition,  to the
     extent of such guarantees.

     "LIEN"  shall mean any  mortgage,  pledge,  lien,  encumbrance  or security
interest of any kind  (including,  without  limitation,  any conditional sale or
other title retention agreement), any lease in the nature thereof, any option or
other  agreement to sell and any filing of or  agreement  to give any  financing
statement  under the Uniform  Commercial  Code (or  equivalent  statutes) of any
jurisdiction,  but shall not include any  restriction on transfer  imposed under
federal or state securities laws.

     "PERSON" or "PERSON" shall mean any individual,  corporation,  partnership,
limited liability  company,  joint venture,  association,  joint-stock  company,
trust,  unincorporated  organization  or government or other agency or political
subdivision thereof.

     "SUBSIDIARY"  shall mean, with respect to any Person:  (i) a corporation in
which  such  Person  or one or  more  Subsidiaries  of  such  Person  own in the
aggregate voting securities representing in excess of 50% of the total number of
votes that could be cast in the election of directors of such corporation by the
holders of all then outstanding  voting  securities of such corporation and (ii)
any other Person (other than a  corporation)  of which such Person,  one or more
Subsidiaries of such Person, or such Person and one or more Subsidiaries of such
Person directly or indirectly, has (X) at least a majority ownership interest or
(Y) the power to elect or direct  the  election  of at least a  majority  of the
directors or other governing body.

     8.   REDEMPTION. This Convertible Note may be redeemed in whole, but not in
part, at the election of Maker for the principal amount of this Convertible Note
plus  accrued  but unpaid  interest  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 an amount  equal to the product of (i)
three, multiplied by (ii) the amount of the Conversion Price then in effect, for
a period of twenty (20) consecutive trading days. Maker shall provide Payee with
written notice (the "Redemption  Notice") at least thirty (30) days prior to the
date this  Convertible  Note shall be  redeemed  (such date of  redemption,  the
"Redemption Date") of its intent to redeem this Convertible Note. The Redemption
Notice  shall  specify  the  Redemption  Date,  the  principal  amount  of  this
Convertible  Note and the amount of accrued  but  unpaid  interest  that will be
outstanding  as of the  Redemption  Date.  Nothing  contained  herein  shall  be
construed to prevent Payee from converting this  Convertible  Note subsequent to
Payee's receipt of the Redemption  Notice but prior to the Redemption Date. Upon
redemption, Payee (or the then current holder of this Convertible Note) shall be
obligated to deliver this  Convertible  Note to Maker for cancellation and Maker

                                      -11-
<PAGE>
shall be  obligated  to  deliver  to Payee (or the then  current  holder of this
Convertible  Note) a cashier's check in an amount equal to the principal  amount
of this Convertible Note plus accrued but unpaid interest.

     9.   PAYEE'S REGISTRATION RIGHTS.

          (a)  Upon  receipt  of  notice  (the  "Registration  Request  Notice")
     requesting  registration under the Securities Act of Underlying Shares 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,  Maker
     will offer to Payee the  opportunity  to include its  Underlying  Shares in
     such registration.  Maker will use its reasonable best efforts to file with
     the Securities and Exchange  Commission (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 Maker's counsel, the Underlying Shares may
     be sold publicly without  registration.  Maker will also use its reasonable
     best efforts to qualify the Underlying  Shares under the securities laws of
     the state where Payee resides  provided  Maker is not required to execute a
     general consent to service or to qualify to do business in such state. This
     offer to Payee shall be made within  twenty (20) days after Maker  receives
     the Registration  Request Notice. If Payee elects to include its Underlying
     Shares in the Demand Registration  Statement, it will, in a timely fashion,
     provide  Maker and its  counsel  with such  information  and  execute  such
     documents as Maker'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 Maker 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, Payee agrees that Maker 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 Maker be
     required to file a Demand Registration  Statement with the Commission prior
     to one hundred and eighty (180) days after the date hereof. As used in this
     Section  9 only,  "Underlying  Shares"  shall be deemed  include  shares of
     Common Stock  issuable both (i) upon  conversion of the Notes and (ii) upon
     exercise of the Warrants.

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

                                      -12-
<PAGE>
     notwithstanding,  in the event that the  offering  for which the  Piggyback
     Registration Statement has been filed is to be effected through or with the
     assistance  of an  underwriter,  Payee will consent to restrict the sale of
     its Underlying  Shares or reduce the number of its Underlying  Shares (on a
     pro rata basis with shares of Common Stock issued to any other stockholders
     of Maker  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) that may be included in such Piggyback Registration
     Statement in accordance with the requirements of such underwriter.

          (c)  Maker will provide  Payee with a copy of the Demand  Registration
     Statement or the 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 Payee to sell
     its  Underlying  Shares  after the  Demand  Registration  Statement  or the
     Piggyback Registration Statement is declared effective by the Commission.

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

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

          (f)  Anything  to the  contrary  notwithstanding,  Maker  shall not be
     required to register any  Underlying  Shares or provide  notices under this
     Section 9 to a Payee whose Underlying  Shares are either (i) are covered by
     a then currently effective registration statement or (ii) in the reasonable
     opinion of Maker's  counsel,  may be sold  pursuant to the  exemption  from
     registration provided by Section (k) of Rule 144 promulgated under the Act.

     10.  REPRESENTATIONS AND WARRANTIES OF MAKER. Maker represents and warrants
that, as of the date of this  Convertible  Note,  it: (i) is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all requisite  corporate  power to carry on its business as now
conducted  and to own  its  properties  and  assets  it now  owns;  (ii) is duly
qualified or licensed to do business as a foreign  corporation  in good standing
in the  jurisdictions  in which  ownership  of  property  or the  conduct of its
business requires such qualification  except  jurisdictions in which the failure
to qualify to do business will have no material  adverse  effect on its business
or  financial  condition;  (iii) has full power and  authority  to  execute  and
deliver  this  Convertible  Note,  and that the  execution  and delivery of this
Convertible  Note will not  result in the breach of or  default  under,  with or
without the giving of notice  and/or the passage of time,  any other  agreement,
arrangement or indenture to which it is a party or by which it may be bound,  or
the violation of any law, statute, rule, decree,  judgment or regulation binding
upon it; and (iv) has taken and will take all acts  required,  including but not
limited to  authorizing  the  signatory  hereof on its  behalf to  execute  this
Convertible  Note, so that upon the  execution and delivery of this  Convertible
Note,  it shall  constitute  the valid and legally  binding  obligation of Maker
enforceable in accordance with the terms thereof.

                                      -13-
<PAGE>
     11.  LIMITATION OF LIABILITY. A director, officer, employee or stockholder,
as such,  of Maker shall not have any  liability  for any  obligations  of Maker
under this  Convertible  Note or for any claim based on, in respect or by reason
of such  obligations or their  creation.  Payee,  by accepting this  Convertible
Note, waives and releases all such liability. The waiver and release are part of
their consideration for the issuance of this Convertible Note.

     12.  GOVERNING LAW; VENUE.  This  Convertible Note 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.

     13.  NOTICE.  Any notices required or permitted to be given under the terms
of this  Convertible  Note 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 13:

          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 Payee:         At the address set forth in the first
                                   paragraph of this Convertible Note

     14.  SEVERABILITY.  In case any one or more of the provisions  contained in
this  Convertible  Note shall for any reason be held to be invalid,  illegal and
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other provision hereof.

     15.  LOSS,  THEFT,  DESTRUCTION  OR  MUTILATION.  Upon  receipt by Maker of
evidence reasonably satisfactory to it of loss, theft, destruction or mutilation
of this  Convertible  Note  (and  upon  surrender  of this  Convertible  Note if
mutilated), and upon reimbursement of Maker's reasonable incidental expenses and
in the case of loss,  theft or destruction,  indemnity  and/or security as Maker
shall, at its option, request, Maker shall make and deliver or caused to be made
and delivered to Payee a new Convertible  Note of like date and tenor in lieu of
this Convertible Note.

     16.  MODIFICATION OF CONVERTIBLE  NOTE OR WAIVER OF TERMS THEREOF  RELATING
TO PAYEE. No modification or waiver of any of the provisions of this Convertible
Note shall be  effective  unless in writing and signed by Payee and then only to
the extent set forth in such writing,  or shall any such  modification or waiver
be  applicable  except in the  specific  instance  for  which it is given.  This
Convertible Note may not be discharged  orally but only in writing duly executed
by Payee.

                                      -14-
<PAGE>
     EXECUTED as of the date set forth above.

                                        MAKER:

                                        EDT LEARNING, INC.


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


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$<<Notes__Warrants_to_be_issued_>>

                                      -15-