**Exhibit14.1**

 
| **TABLE OF CONTENTS**          |
|--------------------------------|
|                           |
| Statement by CEO               |
| Company Assets                 |
| Compliance  with Laws          |
| Confidential Information       |
| Conflicts of Interest          |
| Fair Dealing                   |
| Gifts, Bribes &  Kickbacks |
| Loans                          |
| Political Contributions        |
| Reporting  Violations          |
| Waivers                        |
| Conclusion                     |

 

**eCollege.com**

 

**CODE OF BUSINESS CONDUCT & ETHICS**

 

# **Statement by Chief ExecutiveOfficer**

# ** **

At eCollege, we are committed to honest and ethicalbehavior and to conducting our business with integrity.  Our goal is to maintain an organization to beproud of, not only based on the quality of our products and services, but alsobecause of how we conduct ourselves. Integrity is key to our long-term business success

 

Following the recent well-publicized corporatescandals, Congress, the Securities and Exchange Commission and Nasdaq adoptedrules designed to promote honest and ethical conduct by businesses.

 

This Code of Business Conduct & Ethics (the “Code”)is designed to fulfill this mandate and put in place a system to ensure we areaware of and can take prompt action against any questionable behavior.  It is also intended to help each of us focuson the duty we owe to each other, to the Company’s stockholders and to otherswith whom we do business to conduct ourselves at all times with integrity andin a way which would always make us proud if our actions were reported in thefront page of our local newspapers.  ThisCode applies to each of the Company’s, and its subsidiaries, directors, officers, employees, andconsultants (referred to as “employees”).

 

Employees must avoid, when possible, and appropriatelyhandle actual or apparent conflicts of interest between personal andprofessional relationships.  When indoubt, your actions must comply with applicable governmental laws, rules andregulations and be free from discrimination, libel, slander or harassment.  Each person must be accorded equalopportunity, regardless of age, race, sex, sexual preference, color, creed,religion, national origin, marital status, veteran’s status or disability.  The following statements concern frequentlyraised ethical concerns.  A violation ofthe standards contained in this Code will result in corrective action,including possible dismissal.

 

If you are unsure of the appropriate action, followthe processes outlined in this Code in the section “Reporting Violations.”

 

**OakleighThorne**

Chief Executive Officerand Chairman of the Board

 

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# **Company Assets**

 

Company assets must besafeguarded and used for Company use only. This includes, without limitation, protection (including from loss ortheft) of the Company’s physical facilities, office equipment (including, forexample, all computer-related equipment, furniture and supplies), computersoftware, records and customer information. We also must safeguard the Company’s trademarks, servicemarks, patentsand other 

 

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proprietary information,as further discussed in the section “Confidential Information.”

 

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# **Compliance with Laws**

 

The Company and everyemployee must obey and comply with all applicable laws and regulations in conductingour business.  It is your job to be awareof and to comply with the legal requirements affecting you.

 

Our employees may have the opportunity to learn orgain access to information about the Company or companies with whom we dobusiness that is unavailable to the public. Such information may be “insiderinformation” within the meaning of the U.S. federal securities laws.  As further described in the Company’s Stock Trading Policy for Employees and StockTrading Policy for Insiders, our employees may not use any such insideinformation when making personal investment decisions or investment decisionsfor others regarding our stock or the stock of companies with whom we dobusiness.  In addition, no employee mayinform persons outside the Company of such information, other than to theCompany’s authorized advisors, solely for the purposes of furthering properCompany objectives, and then only in accordance with appropriateconfidentiality agreements.  Thisprohibition includes communications with family and friends.

 

If you have any questionsregarding compliance with these laws and principles, please contact the General Counsel immediately.

 

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# **Confidential Information**

# ** **

“Confidential Information” refers to information thatis not available to the public (or that someone would normally expect to benon-public), and that might give the holder of the information a competitiveadvantage over a third party.  Forexample, Company Confidential Information includes:

 

•                  Informationmarked as “Confidential,” “Proprietary,” “Trade Secret,” or with a similarmarking;

 

•                  Customerlists, price lists, vendor lists, or any information regarding our costs andpurchase prices;

 

•                  Informationrelating to current and future business plans, strategies and methods, includingproduct and service offerings, divestitures, mergers, acquisitions, andmarketing and sales plans and data;

 

•                  Informationrelating to hiring decisions, and to current, former and prospective employees;

 

•                  Technicaland engineering information, specifications, source code, and data;

 

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•                  Financialreports and data that have not been formally reported to the public; and

 

•                  Anyinformation of the type described above that is received from any othercompany, client, vendor, individual, or third party, including but not limitedto student data.

 

Our Confidential Information represents a valuablecorporate asset that should be protected as we protect any other valuableasset.  Employees must use reasonablediligence to protect the confidentiality of all Company ConfidentialInformation, and should refrain from disclosing Company ConfidentialInformation to unauthorized persons. This means that employees should exercise care when discussing Companymatters in the presence of third parties, and should contact the GeneralCounsel before disclosing Company Confidential Information to a thirdparty.  Company Confidential Informationshould never be disclosed for personal profit or for the advantage of yourselfor any other person, either directly or indirectly.

 

You generally should contact the General Counsel****beforeaccepting any Confidential Information from any third party.  If you find yourself in the possession ofthird party Confidential Information, you must take care to observe the termsof any agreement under which Confidential Information has been received fromthe third party, and not to violate the rights of the third party.  Particular care should be taken when dealingwith competitors’ clients, ex-clients and ex-employees.  Never knowingly request, accept, use ordisclose the Confidential Information of these parties unless you haveconsulted with the General Counsel.  In addition, do not disclose, or induce anyother employee to disclose, any former employer’s Confidential Information, anddo not ask a third party to violate a non-compete or non-disclosure agreement.

 

Our technology represents a valuable corporateasset.  All employees must use at leastreasonable diligence to protect the integrity of all Company technology.  This means that you should refrain fromusing, copying or distributing Company or third party software or technologywithout specific authorization, or for purposes other than to perform yourassigned responsibilities.  In addition,you should not knowingly possess, use or discuss Company or third partysoftware or other technology unless authorized to do so.  If you are in possession of Company or thirdparty software or other technology, do not distribute or disclose such softwareand technology unless you are authorized to do so.  In all cases, use third-party software andtechnology only within the terms of the license agreement for such software andtechnology.

 

If you are involved in the design, development,testing, modification or maintenance of Company software or other technology,you should refrain from including any third-party Confidential Information orother software or technology in the technology that you develop for theCompany, and from intentionally designing any Company technology to duplicateor emulate any third party technology.

 

Employees also shouldtake care to observe the other provisions of this Code as they apply to CompanyConfidential Information.

 

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# **Conflicts of Interest**

 

You must avoid any personal activity, investment orassociation which could interfere with or which could appear to interfere withgood judgment concerning the Company’s best interests.  You may not use Company property, informationor position for personal gain, including by taking for yourself personallyopportunities that are discovered through the use of Company property,information or position.  You shouldavoid even the appearance of such a conflict. For example, there is a likelyconflict of interest if you:

 

•                  cause the Company to engage inbusiness transactions with relatives or friends;

 

•                  use nonpublic Company, client orvendor information for personal gain by you, relatives or friends (includingsecurities transactions based on such information);

 

•                  have more than a modest financialinterest in the Company’s vendors, clients or competitors; or

 

•                  compete, or prepare to compete, withthe Company while still employed by the Company.

 

There are other situations in which a conflict ofinterest may arise. If you become aware of any material transaction orrelationship that could reasonably be expected to give rise to such a conflictof interest, or if you have concerns about any situation, follow the stepsoutlined in the section “Reporting Violations.”

 

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# **Fair Dealing**

 

No employee may take unfair advantage of anyonethrough manipulation, concealment, abuse of privileged information,misrepresentation of material facts, or any other unfair-dealing practice. Youshould endeavor to deal fairly with the Company’s customers, suppliers,competitors and employees.

 

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# **Gifts, Bribes and Kickback**s

 

Other than for modest gifts or benefits given orreceived in the normal course of business (including travel or entertainment),neither you nor your relatives may give gifts to, or receive gifts from, theCompany’s clients and vendors. Other gifts may be given or accepted only withprior approval of the Company’s Chief Executive Officer. In no event should youput the Company or yourself in a position that would be embarrassing if thegift was made public.

 

Dealing with government employees often is differentthan dealing with private persons. Many governmental bodies strictly prohibitthe receipt of any gratuities by their employees, including meals andentertainment. You must be aware of and strictly follow these prohibitions.

 

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Any employee who pays or receives bribes or kickbackswill be subject to corrective action, including possible immediate dismissal,and reported, as warranted, to the appropriate authorities. A kickback or bribeincludes any item intended to improperly obtain favorable treatment.

 

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# **Loans**

# ** **

If you are a director orexecutive officer, you may not request or accept a loan or payrolladvance from the Company.

 

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# **Political Contribution**s

# ** **

No Company funds may be given directly to politicalcandidates. You may, however, engage in political activity with your ownresources on your own time.

 

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# **Reporting Violations**

# ** **

If you become aware of a suspected violation of law,Company policy, or any provision of this Code, whether before or after it hasoccurred, you should first review the Company’s Escalation Policy, and if suchsuspected violation falls with the Escalation Policy, you must follow theguidelines of that policy.  For any othersuspected violation, you must promptly report it to the General Counsel.  If youstill are concerned after speaking with the General Counsel, or feel uncomfortable speaking with such person(for whatever reason), you may contact the Chief Executive Officer of theCompany.  If for whatever reason you areunable to contact, or concerned about contacting, the Chief Executive Officerof the Company, you may contact the company’s Audit Committee Hotline,****which may be done anonymouslyand will be treated as confidential to the extent possible.  In any event, you have the Company’scommitment that you will be protected from retaliation for initiating a reportunder this section.

 

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# **Waivers**

# ** **

Under appropriate circumstances, the Company may waiveapplication of the Code to certain otherwise prohibited conduct.  A waiver must be requested in advance and inwriting, and the request must describe the contemplated conduct for which thewaiver is sought and why a waiver would be appropriate under the circumstances.

 

If you are a director or executive officer, a waiverrequest must be directed to the Boardof Directors. The waiver may be granted only by a vote of the Board of Directors following adetermination that a waiver is 

 

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appropriate under the circumstances.  The waiver must be accompanied by appropriatecontrols designed to protect the Company.

 

If you are not a director or executive officer, awaiver request must be directed to the Chief Executive Officer. The waiver maybe granted only following a determination by such officer that the waiver isappropriate under the circumstances and must be accompanied by appropriatecontrols designed to protect the Company.

 

The Company****will****post on its web site for a period of at least 12 months adescription of any changes to, amendments or waivers of this Code applicable todirectors or executive officers. Implicit waivers due to inaction by Company management with respect toreported or known Code violations shall be similarly disclosed.

 

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# **Conclusion**

# ** **

We each are responsible for safeguarding and promotingthe Company’s business reputation.  Ofcourse, doing the right thing won’t always be easy.  Many situations will involve subtleties andcomplexities that lead to difficult choices. When in doubt, take a step back to ask yourself whether the situationfeels right, and consider whether you feel confident that your actions wouldwithstand scrutiny.  If necessary, takeanother careful look at this Code for guidance and seek advice from a manageror other colleague.  Your actions shouldnot have even the appearance of impropriety. You should be able to feel comfortable that your actions would notembarrass yourself, your colleagues or the Company’s stockholders should itturn out that your conduct becomes “front page” news.

 

If you are uncertain about a contemplated course ofaction or have questions about this Code, you should raise the issue with theGeneral Counsel or another member of senior management with whom you feelcomfortable.  If you still areuncomfortable, please follow the steps outlined above in the section “ReportingViolations.”

 

Any employee who ignoresor violates any of the Company’s ethical standards, and any manager whopenalizes a subordinate for trying to follow these standards, will be subjectto corrective action, including possible immediate dismissal. It is my sincerehope, however, that your own moral compass and desire to be a part of an honestand ethical organization governs your conduct in accordance with this Code,rather than the threat of discipline. Simply put, the Company seeks to employpeople who believe that honest and ethical behavior is not only good business,but also the right thing to do personally.

 

This Code will be postedto the Company’s website at www.ecollege.com.

 

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THE INFORMATION PROVIDEDAND PROCEDURES SET FORTH IN THIS PUBLICATION DO NOT CONFER CONTRACTUAL RIGHTSOF ANY KIND UPON ANY EMPLOYEE OR THIRD PARTY OR CREATE CONTRACTUAL OBLIGATIONSOF ANY KIND.

 

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