0001085653-02-000041 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2002 • Ecollege Com • Services-educational services

WHEREAS, the Company is engaged in the business of online web production, online education and online training. Employee is currently employed by the Company as Senior Vice President of Market and Product Management. The Company desires to continue to employ and retain the unique experience, abilities, and services of Employee as Senior Vice President of Market and Product Management, in the Company's office in Denver, Colorado.

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eCollege Letterhead] July 18, 2002
Employment Agreement • November 13th, 2002 • Ecollege Com • Services-educational services

Douglas H. Kelsall Executive Vice President & CFO 10200 A East Girard Avenue Denver, Colorado 80231 Re: Amendment to Employment Agreement Dear Doug:

FIRST AMENDMENT TO FULL SERVICE OFFICE LEASE
Full Service Office Lease • November 13th, 2002 • Ecollege Com • Services-educational services

THIS FIRST AMENDMENT TO FULL SERVICE OFFICE LEASE (this "First Amendment") is made and entered into as of September 30, 2002 by and between BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation ("Landlord"), and eCOLLEGE.COM, a Delaware corporation ("Tenant").

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