**Exhibit10.33**

**EMPLOYMENTAGREEMENT**

This Employment Agreement (“Agreement”)is entered into as of May 8, 2006, between Datamark Inc., a Delaware corporation(the “Company”), and Donald L. Bailey (“Employee”).

**WITNESSETH:**

**WHEREAS,** the Company is primarily engaged in thebusiness of providing integrated enrollment marketing services topost-secondary educational institutions; and

**WHEREAS**, the Company wishes to avail itself of theservices of Employee for the management of the Company’s business beingacquired, and Employee wishes to accept such employment on the terms andconditions set forth in this Agreement.

**NOW, THEREFORE**, in consideration of the mutual promises ofthe parties and for other good and valuable consideration, the parties agree asfollows:

1.  Employment. Subject to the terms andconditions of this Agreement, the Company agrees to employ Employee in theposition of Chief Operating Officer and Employee accepts such employment. Theterm of this Agreement shall continue until termination in accordance withSection 4 of this Agreement, or until either the Company provides the Employee,or the Employee provides the Company, with written notice to the contrary.

During the period duringwhich Employee is employed by the Company (the “Employment Period”), Employeeshall render such services to the Company and its Affiliates as the Company mayfrom time to time direct. Employee shall devote his best efforts andsubstantially all of his business time and attention to the business of theCompany and its Affiliates (except (i) as otherwise specifically permittedherein, (ii) for vacation periods and reasonable periods of illness or other incapacity,(iii) for up to 5% of his business time which may be devoted to outsidecharitable or civic activities and investments and other business activitiesthat do not compete with the business and operation of the Company or itsAffiliates) and shall faithfully and diligently carry out such duties and havesuch responsibilities as are customary among persons employed in substantiallysimilar capacities for similar companies. Employee shall report to the ChiefExecutive Officer of the Company and Employee shall faithfully and diligentlycomply with all of his reasonable and lawful directives.  For purposes of this Agreement, the term “Affiliate”means any corporation, limited partnership, limited liability company or otherentity which controls, is controlled by or is under common control  with the Company, including withoutlimitation eCollege.com, a Delaware corporation (“eCollege”).

2. Compensation.

(a)  During the Employment Period, the Company willpay Employee a base salary of $225,000 per year (pro rated for any partialyear), or such higher amount as the Compensation Committee of eCollege’s Boardof Directors (the “Compensation Committee”) may in its sole discretionestablish from time to time (“Base Salary’). Base Salary will be payable inaccordance with the Company’s regular payroll practices.

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(b) In addition, Employeeshall be eligible to receive an annual cash bonus (“Annual Bonus”) based uponEmployee’s performance and the financial performance of the Company andeCollege.  Such Annual Bonus shall bedetermined and paid in accordance with eCollege’s bonus plan as approved by theCompensation Committee in its sole discretion. Employee’s Annual Bonusopportunity for 2006 is 50% of Base Salary (pro rated for the partial year).

(c) In addition, Employee willreceive as a starting bonus Share Rights representing shares of common stock ofeCollege with an aggregate fair value equal to $50,000. Such Share Rights willbe granted effective as of the Start Date, will vest in twelve equal monthlyinstallments beginning on June 8, 2006 and ending on May 8, 2007 and will be issuedpursuant to eCollege’s standard Share Rights Award agreement..

(d) In addition, Employeewill receive Stock Appreciation Rights representing 90,000 shares of eCollegecommon stock. Such Stock Appreciation Rights will be granted effective as ofthe Start Date and will be issued pursuant to eCollege’s standard form of StockAppreciation Rights Agreement.

3. Benefits.  In addition to the compensation described inSection 2 above, Employee shall be entitled during the Employment Period to thefollowing benefits:

(a) such health insurance and other benefits as are available from timeto time to the Company’s salaried employees generally;

(b) vacation time, sick leave, personal time and/or paid time off inaccordance with the Company’s policies as in effect from time to time;

(c) reimbursement, upon submission of documentation in accordance withthe Company’s regular expense policies, for reasonable business expenses incurredon the Company’s behalf by Employee;

(d) participation in any savings plan, 401(k) plan, profit sharingplan, pension plan or Employee Stock Purchase Plan as is available from time totime to the Company’s salaried employees generally; and

(e) opportunity to participate in all other employee benefit programsfrom time to time in effect for salaried employees of the Company generally(subject to any contribution therefor generally required of such employees andexcept to the extent such programs are in a category of benefit otherwiseprovided to the Employee).

4. Termination. 

a)              At-WillEmployment.  Employee agrees andacknowledges that, just as he has the right to terminate his employment withthe Company at any time for any reason, the Company has the same right, and mayterminate his employment with the Company at any time for any reason.

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b)    Severance.  In the event that the Company terminatesEmployee other than for Cause (as defined in Paragraph 4)c) below), the Companyshall provide Employee with severance pay equal to six (6) months of Employee’sBase Salary paid on the Company’s normal payroll dates (“**Severance**”), provided that the Employeeexecutes a severance agreement waiving any claims against the Company and inwhich the Company waives any claims against the Employee.

c)Immediate Termination. The employment of Employee by the Company may be terminated immediatelyin the sole discretion of the either the CEO or the Board of Directors of the Company upon the occurrence of any oneof the following events (such occurrence being referred to herein as “Cause”):

i)                 After Employeereceives written notice of conduct which is in violation of policies,standards, and regulations of the Company as established from time to time andafter the prescribed period of time to correct the conduct has expired, theEmployee willfully and continuously fails or refuses to comply with thepolicies, standards, and regulations of the Company;

ii)              Employee engages infraud, dishonesty, or any other act of material misconduct in the performanceof Employee’s duties on behalf of the Company; or

iii)           Employeefails to perform any material provision of this Agreement to be performed byEmployee, provided however, that if such breach can be cured, the Employee willreceive reasonable, written notice of breach and opportunity to cure suchbreach.

5. Confidentiality.Employee acknowledges that during the course of his performance of services forthe Company he will acquire certain confidential information pertaining to theCompany and its Affiliates, including, but not limited to, investment plans orstrategies, trade secrets, customer lists, customer, vendor or consultant contractsand the details thereof, pricing policies, operational methodology, marketingand merchandising plans or strategies, business acquisition plans, personnelacquisition plans, and all other information pertaining to the business of theCompany or any Affiliate that is not publicly available (collectively, the “ConfidentialInformation’); provided, however, that the term “Confidential lnformation”shall not include (a) any information which is or becomes publicly availableotherwise than through breach of this Agreement (b) any information which is orbecomes known or available to Employee on a nonconfidential basis and not incontravention of applicable law from a source which is entitled to disclosesuch information to Employee or (c) any information, techniques, know-how orstrategy which Employee can reasonably demonstrate was known to Employee priorto his commencing work at the Company. Employee shall not, during his employmentwith the Company, directly or indirectly disclose to any person, except to theCompany or its officers and agents or as reasonably required in connection withhis duties on behalf of the Company or as required by law or by court order, oruse, except on behalf of the Company, any Confidential Information acquired byEmployee during his employment. Employee shall not, at any time after hisemployment with the Company has ended, directly or indirectly disclose to anyperson, any Confidential lnformation nor use the Confidential Information forany purpose whatsoever except as required by law or by court order. Upontermination of Employee’s employment with the Company for any reason or at anytime during employment upon the Company’s 

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request, Employee shallimmediately return to the Company all documents and materials (includingsoftware) constituting or relating directly or indirectly to the ConfidentialInformation. Employee acknowledges that all such documents and materials areand shall remain the property of the Company.

6. Inventions and Patents.All inventions, innovations or improvements relating to the Company’s businessor method of conducting business (including new contributions, improvements,ideas and discoveries, whether patentable or not) conceived or made by Employeeduring his employment with the Company belong and are hereby assigned to theCompany. Employee will promptly disclose such inventions, innovations orimprovements to the CEO and perform all actions reasonably requested by the CEOor the Board of Directors of the Company to establish and confirm suchownership (including execution of written assignments).

7.  Other Businesses. During the EmploymentPeriod, Employee shall not during regular business hours, directly orindirectly, become engaged in, render services for, or permit his name to beused in connection with, or counsel or consult with, any business other thanthe business of the Company and its Affiliates, except as explicitly permittedherein or as reasonably required in connection with his duties on behalf of theCompany.

8. Noncompetition.

(a) During Employee’semployment with the Company, Employee shall not directly or indirectlyinterfere with the relationship between the Company or any Affiliate and anyemployee (except in furtherance of Employee’s duties hereunder). For a periodof one year after termination of Employee’s employment with the Company for anyreason, Employee shall not, on behalf of himself or any other person, directlyor indirectly solicit employment from, offer employment to or employ any personwho (i) is then currently an employee of the Company or any Affiliate or (ii)during the then preceding 180 days resigns without good reason his or heremployment with the Company or any Affiliate without the Company’s or such Affiliate’sconsent, and Employee shall not otherwise interfere, directly or indirectly,with the relationship between the Company or any Affiliate and any employee.Notwithstanding the foregoing, it shall not be a violation of this Agreementfor Employee following the six month anniversary of the termination of hisemployment to make a general advertisement or to hire a former employee respondingto such advertisement or who initiates contact with the Employee.

(b) During Employee’semployment with the Company, and for a period of one year thereafter, Employeeshall not (except in furtherance of his duties on behalf of the Company), directlyor indirectly interfere with the relationship between the Company or any Affiliateand any customer, distributor, vendor or supplier of the Company or any Affiliate.Notwithstanding the foregoing, it shall not be a violation of this provision ifEmployee becomes an employee of an institution of higher learning and exercisesindependent judgment whether that institution uses the Company for its services.

(c) During Employee’semployment with the Company, and for a period of one year thereafter, Employeeshall not (except in furtherance of his duties on behalf of the Company), directlyor indirectly own, control, manage, operate, be employed by, consult with, participateor engage in or otherwise have an interest in, any entity, business orenterprise (regardless of form) which is engaged in the business of providingenrollment, 

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admissions, retention orother marketing services (via direct mail, interactive or other media)  to institutions of higher education or isotherwise competitive to any business conducted or planned to be conducted by theCompany or any Affiliate in any geographic area in which the Company or any Affiliateconducts or plans to conduct such business. Notwithstanding the foregoingcovenant, it shall not be deemed a violation of such covenant if aftertermination of his employment with the Company, Employee is employed by, owns adirect or indirect interest in, or assists in founding, a school or othereducational organization, whether or not such school or educational organizationis a current or potential customer of the Company and whether or not suchschool or educational organization uses any direct mail, interactive or othermarketing techniques, strategies or forms of advertising, or any other servicesprovided by the Company or its Affiliates.

(d) The periods of time duringwhich Employee is prohibited from engaging in such business practices pursuantto this Section 8 shall be extended by any length of time during which Employeeis in breach of any such covenants.

(e) Employee acknowledgesthat the restrictive covenants contained within this Section 8 are essentialelements of this Agreement, and that, but for the agreement of Employee to complywith such covenants, the Company would not have entered into this Agreement.Employee further acknowledges that the enforcement by the Company of the provisionscontained herein will cause no undue hardship to Employee.

(f) Nothing contained inthis Agreement shall be deemed to prevent or limit the right of Employee to owncapital stock or other securities of any corporation which are publicly ownedor regularly traded in the over-the-counter market or on any securitiesexchange or any entity the stock or other securities of which are owned byEmployee on the date of execution of this Agreement; provided, however, such investmentdoes not exceed, directly or indirectly, 3% of the issuer’s outstandingsecurities of that class.

(g) Employee further acknowledgesand agrees that any breach of these obligations and covenants would causeimmediate and irreparable harm to the Company and its business for whichmonetary damages and other legal remedies could not adequately compensate.

(h) Employee expressly acknowledgesand agrees that the covenants and agreements set forth in this Section 8 arereasonable in all respects, and necessary in order to protect, maintain andpreserve the value and goodwill of the Company, as well as the proprietary andother legitimate business interests of the Company.

9. Equitable Relief.In the event of a breach or threatened breach by the Employee of any of theprovisions of Sections 5,6 ,7 or 8 of this Agreement, the Employee herebyconsents and agrees that the Company shall be entitled to prejudgmentinjunctive relief or similar equitable relief restraining the Employee fromcommitting or continuing any such breach or threatened breach or grantingspecific performance of any act required to be performed by the Employee underany of such provisions, without the necessity of showing any actual damage or thatmoney damages would not afford an adequate remedy and without the necessity ofposting any bond or other security. Nothing herein shall be construed asprohibiting the Company from pursuing any other remedies at law 

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or in equity which it mayhave as a result of any breach or threatened breach by the Employee of any ofsuch provisions.

I0. Employee’sRepresentations and Warranties.  Employee represents and warrants to the Companythat there is no employment contract or any other contractual obligation towhich Employee is subject, which prevents Employee from entering into thisAgreement or from performing fully Employee’s duties under this Agreement.

11. General Provisions.

(a) Notices. Any noticeprovided for in this Agreement must be in writing and must be either personallydelivered, or mailed by first class mail (postage prepaid and return receiptrequested) or sent by reputable overnight courier service, to the recipient at thereturn address below indicated.

To the Company:2305 President’s DriveSalt Lake City, UT 84120Attn: Chief Executive Officer

To Employee:At Employee’s last known residenceaddress, as listed with the Company

Or to such address or to theattention of such other person as the recipient party shall have specified byprior written notice to the sending party. Any notice under this Agreement willbe deemed to have been given when so delivered or sent or if mailed, five daysafter so mailed.

(b) Severability. Wheneverpossible, each provision of this Agreement will be interpreted in such manneras to be effective and valid under applicable law, but if any provision of thisAgreement is held to be invalid, illegal or unenforceable in any respect under anyapplicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability will not affect any other provision in such jurisdiction orany jurisdiction, or the legality or enforceability of such provision in anyother jurisdiction, but this Agreement will be reformed, construed and enforcedin such jurisdiction as if such invalid, illegal or unenforceable provision hadnever been contained herein except that any court having jurisdiction shallhave the power to reduce the duration, area or scope of such invalid, illegalor unenforceable provision and, in its reduced form, it shall be enforceable.

(c) Complete Agreement. ThisAgreement embodies the complete agreement and understanding between the partiesand supersedes any prior understandings, agreements or representations by orbetween the parties, written or oral, which may have related to the subject matterhereof.

(d) Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of and be enforceableby Employee and the Company, except that Employee may not assign any of hisrights or obligations under this Agreement. The Company may assign its rights underthis Agreement, as security, to any lender to the Company, and in the event ofa sale of substantially all of the stock of the Company, or 

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consolidation or merger ofthe Company into another corporation or entity or the sale of a substantialportion of the operating assets of the Company to another corporation, entityor Person the Company may assign its rights and obligations under this Agreementto its successor-in-interest, in which event such successor-in-interest shallbe deemed to have acquired all rights and assumed all obligations of theCompany hereunder.

(e) Choice of Law. Allquestions concerning the construction, validity and Interpretation of thisAgreement and the exhibits hereto will be governed by and construed inaccordance with the laws of the State of Utah, without giving effect to anychoice of law or conflict of law provision or rule (whether of the State ofUtah or any other jurisdiction) that would cause the application of the laws ofany jurisdiction other than the State of Utah.

(f) Return of Property.Employee agrees that in the event his employment is terminated for any reason, voluntarilyor involuntarily, he will immediately return all materials in his possession belongingto the Company and any of its Affiliates or the Company’s and Affiliate’scustomers to the Company and its Affiliates. Materials that must be returnedinclude, but are not limited to, display equipment, supplies, equipment,checks, cash and credit cards.

g) Binding Arbitration.Except with respect to the provisions contained in 5, 6, 7 and  8 herein, which shall not be subject tobinding arbitration, the Company and Employee agree that all disputes, controversiesor claims that may arise between them, including, without limitation, anydispute, controversy or claim as to the interpretation or enforcement of any ofthe provisions of this Agreement, shall be submitted to binding arbitration inSalt Lake City, Utah in accordance with the rules of the American ArbitrationAssociation and judgment upon the award rendered by the arbitrator(s) may beentered in any court having jurisdiction.

(h) Amendments and Waivers.Any provision of this Agreement may be amended or waived only with the priorwritten consent of Employee and the Company.

(i) Survival. No terminationof Employee’s employment by either or both parties shall reduce or terminatethe covenants and agreements herein which are expressly intended to survivetermination of employment.

(k) Interpretation. Captionsand headings used herein are for convenience only, do not constitute a part ofthis Agreement, and shall not be considered in construing this Agreement.Unless the context otherwise requires, all article, section or subsection crossreferences are to articles, sections or subsections within this Agreement. Asused herein, the term “person” shall include an individual, corporation, partnership,venture, proprietorship, trust, benefit plan or other entity or enterprise.

(l) Counterparts. ThisAgreement may be executed in counterparts, each of which individually shall bedeemed an original but all of which collectively shall constitute the sameinstrument.

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**IN WITNESS WHEREOF,**the parties have caused this Agreement to beduly executed and delivered as of the date and year first above written.
|        | DATAMARK, INC.       |
|--------|----------------------|
|   |                 |   |
|   | By:                  | /s/ Thomas L. Dearden |
|   | Title:               | President & CEO |
|   |                 |   |
|   |                 |   |
|   | EMPLOYEE             |
|   |                 |   |
|   | /s/ Donald L. Bailey |
|   | Donald L. Bailey     |

 

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