**Exhitbit 10.25**

 

**FIRST AMENDMENT**

**OF THE**

#### **ECOLLEGE.COM1999 EMPLOYEE STOCK PURCHASE PLAN**

 

**WHEREAS**, eCollege.com, aDelaware corporation, (the “Company”) maintains the eCollege.com 1999 EmployeeStock Purchase Plan (the “Plan”); and

 

**WHEREAS**, under Article X ofthe Plan, the Board of Directors of the Company (the “Board”) is authorized toamend 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 Xof the Plan, and by virtue of the authority delegated to the undersignedofficer by resolution of the Board, the Plan is hereby amended in the followingparticulars:

 

1.                                       Byadding the following at the end of Section IV.B of the Plan, effective May1, 2005:

 

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

 

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

 

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

 

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

 

4.                                       Bydeleting the phrase “or on any subsequent Semi-Annual Entry Date within thatoffering period, provided he or she remains an Eligible Employee” in Section V.Aof the Plan, effective May 1, 2005.

 

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

 

----

 

“Each individual who first becomes an EligibleEmployee after the start date of an offering period may not enter the Planuntil the beginning of a subsequent offering period.”

 

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

 

7.                                       Bydeleting 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.                                       Byreplacing the phrase “, in a series of successive installments over theremainder of such offering period,” in the second sentence of Section VII.Aof the Plan with the phrase “on the Purchase Date within the offering period”,effective May 1, 2005.

 

9.                                       Byreplacing the phrase “automatically exercised in installments on eachsuccessive Purchase Date within the offering period” in the first sentence of Section VII.Bof the Plan with the phrase “automatically exercised on the Purchase Date”,effective May 1, 2005.

 

10.                                 Byreplacing the phrase “One Thousand Five Hundred (1,500) shares” in the secondsentence 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 withthe phrase “Three Hundred Thirty Three Thousand Three Hundred Thirty Three(333,333) shares,” effective May 1, 2005.

 

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

 

13.                                 Byreplacing the definition of “Purchase Interval” in the Appendix to the Planwith 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 whichthere shall be purchased shares of Common Stock on behalf of each Participant.”

 

----

 

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

 

**IN WITNESSWHEREOF**, the Company has caused this amendment to be executedby its duly authorized officer this 15th day of October, 2004.

 
|   | **ECOLLEGE.COM**              |
|--------|-------------------------------|
|   |                          |
|   | By:                           | /s/ Oakleigh  Thorne |   |
|   | Its: Chief  Executive Officer |

 

----