Exhitbit 10.25


 


FIRST AMENDMENT


OF THE


ECOLLEGE.COM
1999 EMPLOYEE STOCK PURCHASE PLAN


 


WHEREAS, eCollege.com, a
Delaware corporation, (the “Company”) maintains the eCollege.com 1999 Employee
Stock Purchase Plan (the “Plan”); and


 


WHEREAS, under Article X of
the Plan, the Board of Directors of the Company (the “Board”) is authorized to
amend the Plan, and the Board now considers it desirable to amend the Plan;


 


NOW,
THEREFORE, pursuant to the power reserved to the Board by Article X
of the Plan, and by virtue of the authority delegated to the undersigned
officer by resolution of the Board, the Plan is hereby amended in the following
particulars:


 


1.                                       By
adding the following at the end of Section IV.B of the Plan, effective May
1, 2005:


 


“Unless the Plan Administrator determines otherwise,
effective May 1, 2005, each offering period shall be twelve (12) months in
duration, beginning on May 1 of each year and ending on April 30 of the
following year.”


 


2.                                       By
adding the following at the end of Section IV.C of the Plan with the
following, effective May 1, 2005:


 


“Unless the Plan Administrator determines otherwise,
effective May 1, 2005, each Purchase Interval shall run from the first business
day in May of each year to the last business day of April of the following
year.”


 


3.                                       By
deleting Section IV.D of the Plan, effective November 1, 2004.


 


4.                                       By
deleting the phrase “or on any subsequent Semi-Annual Entry Date within that
offering period, provided he or she remains an Eligible Employee” in Section V.A
of the Plan, effective May 1, 2005.


 


5.                                       By
replacing Section V.B of the Plan with the following, effective May 1,
2005:


 





















 


“Each individual who first becomes an Eligible
Employee after the start date of an offering period may not enter the Plan
until the beginning of a subsequent offering period.”


 


6.                                       By
deleting Section VI.A(ii) of the Plan, effective November 1, 2004.


 


7.                                       By
deleting the phrase “, whether within the same or a different offering period”
at the end of Section VI.D of the Plan, effective May 1, 2005.


 


8.                                       By
replacing the phrase “, in a series of successive installments over the
remainder of such offering period,” in the second sentence of Section VII.A
of the Plan with the phrase “on the Purchase Date within the offering period”,
effective May 1, 2005.


 


9.                                       By
replacing the phrase “automatically exercised in installments on each
successive Purchase Date within the offering period” in the first sentence of Section VII.B
of the Plan with the phrase “automatically exercised on the Purchase Date”,
effective May 1, 2005.


 


10.                                 By
replacing the phrase “One Thousand Five Hundred (1,500) shares” in the second
sentence of Section VII.D of the Plan with the phrase “Two Thousand
(2,000) shares”, effective May 1, 2005.


 


11.   By replacing the phrase “Two Hundred Fifty Thousand
(250,000) shares” in the last sentence of Section VII.D of the Plan with
the phrase “Three Hundred Thirty Three Thousand Three Hundred Thirty Three
(333,333) shares,” effective May 1, 2005.


 


12.                                 By
deleting the phrase “next scheduled” in the first sentence of Section VII.F(i)
of the Plan, effective May 1, 2005.


 


13.                                 By
replacing the definition of “Purchase Interval” in the Appendix to the Plan
with the following, effective May 1, 2005:


 


“R.                               Purchase Interval shall mean a twelve
(12)-month period equal in duration to an offering period, at the end of which
there shall be purchased shares of Common Stock on behalf of each Participant.”


 





















 


14.                                 By
deleting the definition of “Semi-Annual Entry Date” the Appendix to the Plan,
effective May 1, 2005.


 


IN WITNESS
WHEREOF, the Company has caused this amendment to be executed
by its duly authorized officer this 15th day of October, 2004.


 


	
   

  	
  ECOLLEGE.COM

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Oakleigh
  Thorne

  	
   

  
	
   

  	
  Its: Chief
  Executive Officer