Exhibit 10.12

                        PAYOFF AND TERMINATION AGREEMENT

       This  Payoff and  Termination  Agreement  (the  "AGREEMENT")  is made and
entered into this 9th day of April,  2001,  by and between  LearnCom,  Inc.,  an
Illinois corporation  ("LEARNCOM"),  and The Bureau of National Affairs, Inc., a
Delaware corporation ("BNA").

                                    RECITALS

       A.     LearnCom, BNA and BNA Communications, Inc., a Delaware corporation
(the  "COMPANY")  are parties to that certain  Stock  Purchase  Agreement  dated
August 30, 1999 (the "SALE AGREEMENT").

       B.     Pursuant  to the Sale  Agreement,  BNA sold all of the  issued and
outstanding  capital  stock of the  Company to  LearnCom  in  consideration  for
$1,250,000, payable at the closing.

       C.     Pursuant  to  Section  2.7  of  the  Sale  Agreement,  in  further
consideration  for the  purchase of the Company,  LearnCom  agreed to pay BNA an
additional  amount of up to $1,150,000 (the "EARNOUT  AMOUNT"),  contingent upon
the Company achieving certain levels of sales revenues.

       D.     A portion of the  Earnout  Amount has accrued and is owing to BNA,
and additional  portions of the Earnout Amount are likely to accrue  pursuant to
Section 2.7 of the Sale Agreement.

       E.     Each of the  parties  hereto  desires  to fix and  compromise  the
amounts due with respect to the Earnout Amount on the terms set forth herein.

       NOW  THEREFORE,  in  consideration  of the foregoing and the  agreements,
covenants and conditions contained herein, the parties hereby agree as follows:


ARTICLE 1

                           PAYMENT OF ROYALTY AMOUNTS

       1.1    PAYMENT. In full and complete satisfaction of the amounts due (now
and in the future) under Section 2.7 of the Sales  Agreement with respect to the
Earnout Amount, LearnCom shall pay to BNA the following (the "PAYMENT AMOUNT"):

       (1)    $25,000,  by certified check to the order of BNA, payable upon the
execution of this Agreement; and

       (2)    $100,000 by  certified  check to the order of BNA,  payable upon a
Liquidity Event.

For  purposes of this  Agreement,  a  "LIQUIDITY  EVENT" shall be deemed to have
occurred if (i)  LearnCom,  Inc.,  a Nevada  corporation  ("PARENT")  conducts a
private or public  offering  of its




securities (debt, equity or a derivative thereof) that raises net proceeds of at
least $750,000, (ii) any person or entity becomes the beneficial owner, directly
or indirectly,  of securities of the Parent representing more than fifty percent
(50%) of the outstanding voting securities of Parent,  (iii) the shareholders of
the Parent  approve a merger or  consolidation  which would result in the voting
securities of the Parent  outstanding  immediately  prior thereto  continuing to
represent  (either by remaining  outstanding  or by being  converted into voting
securities of the  surviving  entity) less than fifty percent (50%) of the total
voting  power  represented  by the  voting  securities  of the  Parent  or  such
surviving entity  outstanding  immediately  after such merger or  consolidation,
(iv) the  shareholders  of the Parent approve a plan of complete  liquidation of
the Parent or an agreement for the sale or  disposition by the Parent of (in one
transaction  or a  series  of  transactions)  all  or  substantially  all of the
Parent's assets,  or (v) Parent sells (whether by selling  substantially  all of
the assets, stock, merger, or otherwise) LearnCom.

       1.2    TERMINATION.  Upon  payment in full of the Payment  Amount  before
October 9, 2001,  (the "Payment  Date"),  the Sales  Agreement and any remaining
obligations under the Sale Agreement, including LearnCom's obligation to pay any
current portion of Earnout Amount that has accrued and is owing, and any portion
of  the   Additional   Amount  that  may  accrue  in  the   future,   and  BNA's
indemnification  obligations thereunder,  shall be terminated. If LearnCom fails
to pay the Payment Amount by the Payment Date, this Agreement  shall  terminate,
and each party's  obligations  under the Sales  Agreement shall continue in full
force;  PROVIDED;  HOWEVER,  LearnCom  shall  have  the  right  to pay to BNA an
additional $25,000 prior to the Payment Date to extend the Payment Date to April
9, 2002. If this Agreement  terminates because LearnCom fails to pay the Payment
Amount  in full by the  Payment  Date  (as it may be  extended  hereunder),  any
amounts paid hereunder  shall be applied by BNA against  LearnCom's  obligations
under the Sales Agreement.


ARTICLE 2

                                  MISCELLANEOUS

       2.1    AMENDMENT  AND  MODIFICATION.   This  Agreement  may  be  amended,
modified and supplemented only by written agreement of the parties hereto.

       2.2    NOTICES. All notices,  requests,  demands and other communications
required  or  permitted  to be given in  accordance  with the  terms of the Sale
Agreement.

       2.3    ASSIGNMENT.  This Agreement and all of the provisions hereof shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors and permitted assigns, but neither this Agreement nor any
of the rights,  interests or obligations  hereunder  shall be assigned by either
party hereto without the prior written consent of the other party.

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       2.4    GOVERNING LAW. This Agreement  shall be governed by the law of the
State of Delaware as to all matters,  including,  but not limited to, matters of
validity, construction, effect and performance.

       2.5    COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

       2.6    SEVERABILITY.  In the  event  that  any  particular  provision  or
provisions  of  this  Agreement  shall  for  any  reason  be  determined  to  be
unenforceable,  or in violation of any law, government order or regulation, such
unenforceability or violation shall not affect the remaining  provisions of this
Agreement  which shall continue in full force and effect and be binding upon the
parties.

       2.7    ENTIRE  AGREEMENT.  This Agreement and the Sales Agreement contain
the entire  agreement  between  the  parties  with  respect to the  transactions
contemplated   hereby,  and  supersedes  all  written  or  verbal  negotiations,
representations,  warranties, commitments, and other understandings prior to the
date hereof between the parties hereto.

       IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to be
executed as of the day and year first written above.


                                      THE BUREAU OF NATIONAL AFFAIRS, INC.

                                      By:   /s/ ROBERT L. VELTE
                                            ---------------------------------
                                      Name: Robert L Velte
                                      Its:  VP - Strategic Dev.
                                      Date: April 9, 2001


                                      LEARNCOM, INC., an Illinois corporation

                                      By:   /s/ LLOYD SINGER
                                            ---------------------------------
                                      Name: Lloyd Singer
                                      Its:  President
                                      Date: April 10, 2001

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