**Exhibit10.23**

** **

**LOAN MODIFICATION AGREEMENT**

** **

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

 

1.             DESCRIPTIONOF EXISTING INDEBTEDNESS:  Amongother indebtedness which may be owing by Borrowers to Bank, Borrowers are ormay be indebted to Bank pursuant to, among other documents, a Loan and SecurityAgreement, dated as of October 30, 2003, as it may be amended from time totime (the “Loan Agreement”).  The LoanAgreement provided for, among other things, a Committed Revolving Line in theoriginal principal amount of up to Ten Million Dollars ($10,000,000) and a TermLoan of up to Three Million Dollars ($3,000,000).  Defined terms used but not otherwise definedherein shall have the same meanings as set forth in the Loan Agreement.

 

Hereinafter, allindebtedness owing by Borrowers to Bank shall be referred to as the “Indebtedness.”

 

2.             DESCRIPTIONOF COLLATERAL. Repayment of the Indebtedness is secured by the Collateral,as described in the Loan Agreement and in the Intellectual Property SecurityAgreements.

 

Hereinafter, theabove-described security documents, together with all other documents securingrepayment of the Indebtedness shall be referred to as the “Security Documents”.  Hereinafter, the Security Documents, togetherwith all other documents evidencing or securing the Indebtedness shall bereferred to as the “Existing Loan Documents”.

 

3.**            **DESCRIPTIONOF CHANGE IN TERMS.

 

Modification(s)to Loan Agreement.

 

1.             Section 6.2entitled “Financial Statements, Reports, Certificates” is amended by changingsubsection (a)(i) thereof to read as follows:

 

#### (a) Borrowers willdeliver to Bank: (i) as soon as available, but no later than 30 days (butthrough the period ending 9/30/04, no later than 40 days) after the last day ofeach month, company prepared consolidated and consolidating balance sheets andincome statements covering the operations of eCollege and its Subsidiariesduring the period certified by a Responsible Officer of eCollege and in a formacceptable to Bank;

####  

2.             Section 6.2entitled “Financial Statements, Reports, Certificates” is amended by changingsubsection (c) thereof to read as follows:

 

#### (c) Within 30 days (butthrough the period ending 9/30/04, within 40 days) after the last day of eachmonth, Borrowers will deliver to Bank with the monthly financial statements aCompliance Certificate signed by a Responsible Officer of eCollege in the formof **Exhibit D**.

####  

3.                             Section 6.7entitled “Financial Covenants” is amended by changing subsection (i)thereof entitled “Quick Ratio (Adjusted)” to read as follows:

 

----

 

(i)            **Quick Ratio (Adjusted)**.  A ratio of Quick Assets to CurrentLiabilities minus Deferred Revenue and any Quarter-End Advance of at least 1.30to 1.00 through 3/31/04, and of at least 1.50 to 1.00 at 4/30/04 andthereafter.

 

4.             Section 6.7entitled “Financial Covenants” is amended by changing subsection (iii)thereof entitled “Debt Service Coverage Ratio” to add the following sentence atthe end thereof:

 

For purposes hereof “interest expense” shall excludenon-current, non-cash and non-recurring interest expense items and shallinclude only actual cash paid interest expense items.

 

5.             Section 13.1entitled “Definitions” is amended by adding the following definition therein toread as follows:

 

**“Quarter-End Advance”**is an Advance made on the last Business Day of a fiscal quarter which Advanceremains outstanding no longer than 3 Business Days following the date suchAdvance is made and the proceeds of which remain on deposit at Bank during theperiod such Advance is outstanding.

 

6.             Section 13.1entitled “Definitions” is amended by changing the following definitions thereinto read as follows:

 

“**Deferred Revenue**”is all amounts received in advance of performance under a maintenance contractand not yet recognized as revenue, and other amounts received from or billed tocustomers in excess of revenue that has been earned, including customeradvances or deposits that customers are required to pay for services, wheresuch payments received are recorded as customer advances (liability) until therevenue is recognized as earned.

 

“**Tangible Net Worth**”is, on any date, the consolidated total assets (excluding proceeds of anyQuarter-End Advance) of eCollege and its Subsidiaries minus,(i) any amounts attributable to (a) goodwill,  (b) intangible items such as unamortized debtdiscount and expense, Patents, trade and service marks and names, Copyrightsand research and development expenses except prepaid expenses, and (c) reservesnot already deducted from assets, and (ii) Total Liabilitiesexcluding all Subordinated Debt and excluding any Quarter-End Advance.

 

7.             ExhibitD attached hereto shall be substituted for that attached to the Loan Agreement.

 

4.             CONSISTENTCHANGES.  The Existing Loan Documentsare hereby amended wherever necessary to reflect the changes described above.

 

5.             PAYMENTOF EXPENSES.  Borrowers shall payBank all of Bank’s out-of-pocket expenses in connection with this LoanModification Agreement.

 

6.             NODEFENSES.  Borrowers (and eachguarantor and pledgor signing below) agrees that, as of the date hereof, theyhave no defenses against the obligations to pay any amounts under theIndebtedness.

 

----

 

7.             CONTINUINGVALIDITY.  Borrowers (and eachguarantor and pledgor signing below) understand and agree that in modifying theexisting Indebtedness, Bank is relying upon Borrowers’ representations,warranties, and agreements, as set forth in the Existing Loan Documents.  Except as expressly modified pursuant to thisLoan Modification Agreement, the terms of the Existing Loan Documents remainunchanged and in full force and effect. Bank’s agreement to modifications to the existing Indebtedness pursuantto this Loan Modification Agreement in no way shall obligate Bank to make anyfuture modifications to the Indebtedness. Nothing in this Loan Modification Agreement shall constitute asatisfaction of the Indebtedness.  It isthe intention of Bank and Borrowers to retain as liable parties all makers andendorsers of Existing Loan Documents, unless the party is expressly released byBank in writing.  Unless expresslyreleased herein, no maker, endorser, or guarantor will be released by virtue ofthis Loan Modification Agreement.  Theterms of this paragraph apply not only to this Loan Modification Agreement, butalso to all subsequent loan modification agreements.

 

8.             CONDITIONS.  The effectiveness of this Loan ModificationAgreement is conditioned upon receipt by Bank of a fully executed counterparthereof.

 

ThisLoan Modification Agreement is executed as of the date first written above.

 
| **BORROWERS:**              | **BANK:**                |
|-----------------------------|--------------------------|
|                        |                     |
| **eCollege.com.**           | **SILICON  VALLEY BANK** |
|                        |                     |
|                        |                     |
| By:                         | /s/ Douglas H.  Kelsall  |   | By: | /s/ Frank  Amoroso |   |
| Name: Douglas H.  Kelsall   | Name: Frank Amoroso      |
| Title: President  and COO   | Title: Vice President    |
|                        |                     |   |
|                        |                     |   |
| **DataMark,  Inc.**         |                     |   |
|                        |                     |   |
|                        |                     |   |
| By:                         | /s/ Douglas H.  Kelsall  |   |   |
| Name: Douglas H.  Kelsall   |
| Title: Assistant  Treasurer |                     |   |
|                             |                          |  |  |  |  |  |  |  |  |  |

 

----