0001104659-05-014425 Sample Contracts

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • March 31st, 2005 • Ecollege Com • Services-educational services

This Loan Modification Agreement is entered into as of April 1, 2004, by and between SILICON VALLEY BANK, a California chartered bank (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office at 4410 Arapahoe Avenue, Suite 200, Boulder, CO 80303, and eCollege.com (“eCollege”), whose address is 4900 South Monaco Street, Denver, Colorado 80237, and DataMark, Inc. (“DataMark”), whose address is 2305 President’s Drive, Salt Lake City, UT 84120 (hereinafter eCollege and DataMark shall be referred to collectively as the “Borrowers” and individually as a “Borrower”).

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LEASE AGREEMENT BETWEEN ONE NORTH LASALLE PROPERTIES, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS LANDLORD, AND eCOLLEGE.com, A DELAWARE CORPORATION, AS TENANT DATED: DECEMBER 14, 2004
Lease Agreement • March 31st, 2005 • Ecollege Com • Services-educational services • Illinois

THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of the Lease Date between Landlord and Tenant. All capitalized terms not otherwise defined in the body of the Lease have the meanings established in the Lease Information Summary above.

ECOLLEGE.COM Denver, Colorado 80237 Dated as of May 30, 2004
Senior Subordinated Secured Note and Warrant Purchase Agreement • March 31st, 2005 • Ecollege Com • Services-educational services • Massachusetts

This Amendment No. 1 to Senior Subordinated Secured Note and Warrant Purchase Agreement (this “Amendment”) is made as of the date written above by and among eCollege.com (the “Company”), a Delaware corporation, eCollege International, Inc. (the “eCollege Sub”), a Colorado corporation, and Capital Resource Partners IV, L.P. (“CRP”), a Delaware limited partnership. Reference is made to that certain Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of October 31, 2003 (the “Purchase Agreement”).

ECOLLEGE.COM Denver, Colorado 80237 Dated as of December 28, 2004
Senior Subordinated Secured Note and Warrant Purchase Agreement • March 31st, 2005 • Ecollege Com • Services-educational services • Massachusetts

This Amendment No. 2 to Senior Subordinated Secured Note and Warrant Purchase Agreement (this “Amendment”) is made as of the date written above by and among eCollege.com (the “Company”), a Delaware corporation, eCollege International, Inc. (the “eCollege Sub”), a Colorado corporation, and Capital Resource Partners IV, L.P. (“CRP”), a Delaware limited partnership. Reference is made to that certain Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of October 31, 2003, as amended by Amendment No. 1 to Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of May , 2004 (collectively, the “Purchase Agreement”).

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • March 31st, 2005 • Ecollege Com • Services-educational services

This Loan Modification Agreement is entered into as of December 28, 2004, by and between SILICON VALLEY BANK, a California chartered bank (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office at 4410 Arapahoe Avenue, Suite 200, Boulder, CO 80303, and eCollege.com (“eCollege”), whose address is 4900 South Monaco Street, Denver, Colorado 80237, and DataMark, Inc. (“DataMark”), whose address is 2305 President’s Drive, Salt Lake City, UT 84120 (hereinafter eCollege and DataMark shall be referred to collectively as the “Borrowers” and individually as a “Borrower”).

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