**Exhibit 10.35**

**THIRD AMENDMENT TO FULLSERVICE OFFICE LEASE**

**THISTHIRD AMENDMENT TO FULL SERVICE OFFICE LEASE** (this “ThirdAmendment”) is entered into effective as of December 28, 2006, byand between **LBA REALTY FUND II — WBP III, LLC**,a Delaware limited liability company (“Landlord”), and **eCOLLEGE.COM**, a Delaware corporation (“Tenant”).

**RECITALS**

This ThirdAmendment is made with respect to the following facts:

A.            Bedford Property Investors, Inc., a Marylandcorporation (“Bedford”), as landlord, and Tenant entered intothat certain Full Service Office Lease dated March 29, 2002 (the “OriginalLease”), pursuant to which Tenant leased certain premises consisting ofapproximately 47,615 square feet of Rentable Area in the building known as 4900South Monaco, in Denver, Colorado (the “Building”), as more particularlydescribed in the Lease (the “Initial Premises”).

B.            Bedfordand Tenant subsequently amended the Original Lease by that certain FirstAmendment to Full Service Office Lease dated September 30, 2002 (the “FirstAmendment”), pursuant to which Bedford leased to Tenant additional parkingspaces for Tenant’s use.

C.            Landlordis the successor-in-interest to Bedford by way of a merger completed May 5,2006.

D.            Landlordand Tenant subsequently amended the Original Lease by that certain SecondAmendment to Full Service Office Lease dated July 22, 2006 (the “SecondAmendment”), pursuant to which Landlord, among other things, leased anadditional approximately 2,180 square feet of Rentable Area in the Building toTenant (the “Expansion Premises”) (the Initial Premises and theExpansion Premises are hereinafter collectively referred to as the “OriginalPremises”) (the Original Lease, as amended by the First Amendment and theSecond Amendment, is hereinafter collectively referred to as the “Lease”).

E.             Tenantdesires to and the Landlord is willing to amend the Lease to, among otherthings, lease an additional approximately (a) 2,954 square feet ofRentable Area in the Building, and (b) 3,213 square feet of Rentable Areain the Building, to Tenant and extend the Term of the Lease for the entirePremises in accordance with the terms and conditions of this Third Amendment.

**AMENDMENT**

NOW THEREFORE, inconsideration of the mutual covenants and agreements contained herein, andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto hereby covenant and agree as follows:

1.             **Defined Terms.**  All initially capitalized terms used hereinand not otherwise expressly defined herein shall have the meanings given tosuch terms in the Lease.

2.             **Demise of Second Expansion Premises.**  Landlord hereby leases to Tenant, and Tenanthereby leases from Landlord, approximately (a) 2,954 square feet ofRentable Area (Suite 320) that is located on the third floor of the Building,and (b) 3,213 square feet of Rentable Area (Suite 100) that is located onthe first floor of the Building, as depicted on **Exhibit A**attached hereto and incorporated herein by this reference (collectively, the “SecondExpansion Premises”).  The OriginalPremises and the Second Expansion Premises will collectively constitute the “Premises”under the Lease, and shall consist of a total of 55,962 square feet of RentableArea.  Tenant will have access to theSecond Expansion Premises upon the later to occur of (i) Tenant’s execution ofthis Third Amendment and the satisfaction of the condition precedent in Section14 below; or (ii) Landlord’s approval of Tenant’s construction drawings for theTenant Expansion Refurbishment (as defined below) in accordance with the termsof the Lease.

3.             **Term ofLease.**

(a)           The Term of the Lease for the InitialPremises is hereby extended for a period of 45 months, commencing on January 1,2007 (the “Initial Premises Extension Term Commencement Date”), and ending, unless sooner terminated orextended pursuant to the terms of the Lease, on September 30, 2010 (the “ExtensionExpiration Date”).

(b)           The Expansion Term of the Lease forthe Expansion Premises is hereby extended for a period of 26 months, commencingon August 1, 2008, and ending, unless sooner terminated or extended pursuant tothe terms of the Lease, on the Extension Expiration Date.

(c)           The Term of the Lease as to theSecond Expansion Premises shall commence on the Initial Premises Extension TermCommencement Date, and end, unless sooner terminated pursuant to the terms ofthe Lease, on the Extension ExpirationDate.

4.             **Base Rent.**

(a)           Notwithstanding anything contained inthe Lease to the contrary, commencing on the Initial Premises Extension TermCommencement Date, and continuing through the Extension Expiration 

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Date, Tenant shall pay monthly installments of BaseRent for the Premises (on the same terms and conditions as set forth in theLease) as follows.

| Period                                                      | ** ** | **Amount of Base Rent  Payable Per Month** | ** ** |
|-------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|
| From January 1,  2007, to January 31, 2007                  |       | $                                                                   | 2,250.00   |   |
| From February 1,  2007, through July 31, 2007               |       | $                                                                   | 98,609.42  |   |
| From August 1,  2007, to September 30, 2007                 |       | $                                                                   | 98,671.92  |   |
| From October 1,  2007, through July 31, 2008                |       | $                                                                   | 103,153.75 |   |
| From August 1,  2008, through September 30, 2008            |       | $                                                                   | 104,928.75 |   |
| From October 1,  2008, though September 30, 2009            |       | $                                                                   | 109,592.25 |   |
| From October 1, 2009,  though the Extension Expiration Date |       | $                                                                   | 114,255.75 |   |

 

5.             **Tenant’s Initial Pro Rata Percent and AdditionalRent. **Effective as of theInitial Premises Extension Term Commencement Date, Tenant’s “Initial Pro RataPercent,” “Pro Rata Percent,” “Pro Rata Share” and “Tenant’s Share” under theLease shall be amended to include the Rentable Area of the Second ExpansionPremises.  Accordingly, as of the InitialPremises Extension Term Commencement Date, Tenant’s “Initial Pro Rata Percent,”“Pro Rata Percent,” “Pro Rata Share” and “Tenant’s Share” under the Lease willequal 68.66%.  Effective as of theInitial Premises Extension Term Commencement Date, Tenant shall pay Tenant’sPro Rata Share (or Share), based on the Initial Pro Rata Percent and Pro RataPercent as amended by this Third Amendment, of all Operating Costs, Taxes andany other Additional Rent calculated using Tenant’s Initial Pro Rata Percentand/or Pro Rata Percent in accordance with the terms and provisions of theLease.   In addition, Landlord and Tenanthereby agree that the “Base Year Operating Costs” and “Base Year Taxes” shallbe amended such that the same are computed using the calendar year 2007.  Further, it is agreed that the accounting forTenant’s share of increases in Operating Costs and Taxes will include crosscategory credits to account for an increase in one category but a decrease inthe other category below the base year number. As an example of cross category credits, if Taxes increase, butOperating Costs decrease, the accounting will calculate the net result so thatTenant will benefit from any decreases in Taxes by offsetting the same againstincreases in Operating Costs.  In noevent, however, will Tenant ever receive a credit against other Additional Rentand/or Base Rent.

6.             **Parking.**  Notwithstanding anything contained in theLease to the contrary, Landlord agrees to make available to Tenant on or beforethe Initial Premises Extension Term Commencement Date 224 parking spaces at theBuilding.  Within Tenant’s total of suchallocated spaces, Landlord will provide Tenant with five covered reservedparking spaces in the parking garage at the Building.  All remaining parking spaces will beavailable to all tenants of the building on a non-exclusive basis within theunreserved, non-visitor portions of the surface parking lot.  There shall be no parking charges to Tenantfor the unreserved surface spaces.  Foreach of the five total reserved parking spaces, Tenant shall pay to Landlord,as Additional Rent, the amount of $50.00 per parking space per month from theInitial Premises Extension Term Commencement Date until September 30, 2007, and$75.00 per parking space per month from October 1, 2007, until the ExtensionExpiration Date.

7.             **Lease Fee. **Upon execution of this Third Amendment,Landlord will no longer require the Letter of Credit as originally set forth inArticle 6 of the Lease.  Accordingly,Article 6 is no longer of any force and effect.

8.             **Lease Provisions. **The rights set forth in Addendums Nos. 1and 2 of the Lease are no longer applicable to any of the Premises (except forthe provisions concerning the use of a Satellite Device and determination ofFair Market Rent as provided below in Section 10).  Accordingly, the remainder of the same is nolonger of any force and effect.

9.             **Expansion Leasehold Improvements.**  Tenant hereby accepts the Second ExpansionPremises in an “AS IS”condition and configuration without any representations or warranties of anykind or nature by Landlord.  Landlordwill provide Tenant with an amount up to $380,000.00 (“ExpansionRefurbishment Allowance”) to beused for leasehold refurbishment improvements (as opposed to fixtures,furniture, equipment or cabling, except as expressly provided below) to thePremises as Tenant deems reasonably necessary and that are reasonablyapproved by Landlord in accordance with the terms of the Lease (collectivelythe “Tenant Expansion Refurbishment”). Landlord makes no representation or warranty as to what can be obtainedwith the Expansion Refurbishment Allowance. A Landlord reasonably approved contractor engaged by Tenant will performthe Tenant Expansion Refurbishment.  TheExpansion Refurbishment Allowance shall not be used for payment of Rent.  Tenant will be responsible for all costsrelated to the Tenant Expansion Refurbishment in excess of ExpansionRefurbishment Allowance.  If the ExpansionRefurbishment Allowance becomes payable, Landlord will pay the Expansion 

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Refurbishment Allowance to Tenant within 30 days from the date theTenant Expansion Refurbishment is completed in accordance with the terms of theLease and Tenant has submitted to Landlord a written statement requesting suchpayment with appropriate supporting documentation, provided at the time of suchrequested and scheduled payment: (a) no default beyond any applicable cureperiod exists under the Lease; and (b) no liens have been filed and Landlordwill have received an appropriate lien waiver from Tenant’s general contractorand subcontractors covering all work for which payment is requested.  Tenant may use the Expansion RefurbishmentAllowance at any time during the Term and Expansion Term and any renewals ofthe same pursuant to Section 10 below. In addition to the Expansion Refurbishment Allowance, Landlord willprovide Tenant with up to $2,548.45 (“Plan Refurbishment Allowance”) to be used for space planning for theleasehold refurbishment improvements. The Plan Refurbishment Allowance will be payable upon the same terms andconditions as the Expansion Refurbishment Allowance.  Notwithstanding anything contained herein tothe contrary, Tenant may use up to 50% of the Expansion Refurbishment Allowancefor the costs of fixtures, furniture, equipment, cabling or other associatedrefurbishment or moving costs, including, without limitation, Tenant’s newphone system.  Notwithstanding anythingcontained herein to the contrary, Landlord represents and warrants toTenant that, to Landlord’s actual knowledge, the base Building systems are ingood working order and condition.  Asused herein, the expression “to****Landlord’s actual knowledge,” orwords of similar import, shall refer exclusively to matters within the current,actual, conscious knowledge of Linda Mott and shall not be construed to imposeupon Landlord or such person any duty to investigate the matter to which suchactual knowledge, or the absence thereof, pertains or impose upon such personany liability or personal responsibility whatsoever hereunder.  In addition and notwithstanding anythingcontained herein to the contrary, Landlord hereby agrees that Tenant will havethe right to perform all construction management services in connection withthe Tenant Expansion Refurbishment and that Landlord hereby waives anyconstruction management or related fees in connection with the Tenant ExpansionRefurbishment.

10.           **Renewal Option. **Subject to the terms and provisions ofthis Section, Tenant, at its option, may extend the Term for the Premises (asextended hereunder) for one additional period of either for (a) 36 monthsafter the expiration of the Term; or (b) 60 months after the expiration ofthe Term (as extended hereunder) (the “Expansion Premises Renewal Term”).  To exercise the Expansion Premises RenewalTerm, Tenant must deliver Notice of the exercise thereof (a “ExpansionPremises Renewal Notice”) to Landlord no earlier than 12 months and nolater than nine months prior to the Extension Expiration Date.  During the Expansion Premises Renewal Term,all of the terms and provisions of the Lease will apply, except that (a) afterthe commencement of the Expansion Premises Renewal Term there will be nofurther right to renew the Lease, and (b) the Base Rent during the ExpansionPremises Renewal Term for the Premises will be payable at the rate per squarefoot of Rentable Area in the Premises equal to the Fair Market Rent (as defined and as determined in accordance with theterms of the Lease set forth in Addendum No. 1); provided, however, that indetermining Fair Market Rent, the parties shall also take into considerationthe length on the renewal.  Tenantwill have no right to extend the Term, and Tenant’s Expansion Premises RenewalNotice will be ineffective, if a default under the Lease beyond any applicablenotice or cure period exists at the time the Expansion Premises Renewal Noticeis given or at the time the Expansion Premises Renewal Term is scheduled tocommence.  Any termination of the Leaseterminates all rights under this Section. Any assignment or subletting by Tenant of the Lease or of all or aportion of the Premises terminates Tenant’s rights with respect to theExpansion Premises Renewal Term, unless Landlord consents to the contrary inwriting at the time of such subletting or assignment.  Tenant’s rights regarding the ExpansionPremises Renewal Term may not be transferred separate and apart from Tenant’sinterest in the Lease and/or the Premises.

11.           **Right of First Offer.**  Subject to the rights of any existing tenantsor occupants of the Building as of the date of this Third Amendment, Landlordhereby grants to Tenant a continuous right of first offer (the “Right of First Offer”) to leaseany space located on third floor of the Building (the “Offer Space”) that is available asof the date hereof or that may hereafter become available subject to and inaccordance with the following provisions. Within a reasonable time periodof the Offer Space becoming available, Landlord shall deliver to Tenant awritten notice identifying the terms upon which Landlord is willing to leasesuch Offer Space to prospective tenants (the “Offer Notice”).  Tenantagrees to keep the information contained in the Offer Notice confidential.  Tenant shall have 10 business days fromreceipt of the Offer Notice to either accept or reject the Offer Space.  If Tenant rejects the Offer Space or ifLandlord has not received the written acceptance or rejection of the OfferSpace from Tenant by 5:00 p.m. Mountain Time on the 10th business day as set forth herein, time beingof the essence, then Landlord shall have no further obligation or liability toTenant pertaining to the Offer Space, Tenant’s Right of First Offer withrespect to all of the Offer Space shall terminate and be of no further force oreffect and Landlord shall be free to lease any or all of the Offer Space to anyprospective tenant upon any terms and conditions acceptable to Landlord.  If the Offer Space is accepted by Tenant inaccordance herewith, this Lease shall be amended to include the Offer Space onthe same terms and conditions as contained in the Offer Notice.  Tenant will have no right to this Right ofFirst Offer if a default under this Lease beyond any applicable notice or cureperiod exists at the time Tenant accepts any Offer Space or at the time theterm for the Offer Space is scheduled to commence.  Any termination of this Lease terminates allrights under this Section.  Anyassignment or subletting by Tenant of this Lease or of all or a portion of thePremises terminates Tenant’s rights with respect to this Right of First Offer,unless Landlord consents to the contrary in writing at the time of suchsubletting or assignment.  Tenant’srights regarding this Right of First Offer may not be transferred separate andapart from Tenant’s interest in this Lease and/or the Premises.

12.           **Additional Right of First Offer.**  Subject to the rights of any existing tenantsor occupants as of the date of this Third Amendment, Landlord hereby grants toTenant a one-time right of first offer (the “OracleRight of First Offer”) to leasebetween 9,000 and 18,000 contiguous square feet located in the Building or inthe building located adjacent to the Building and known as the “Oracle Building”(the “Oracle Offer Space”).  To the extent the Oracle Offer Space isavailable, between July 15, 2008, and August 15, 2008, Landlord shall deliver to Tenant a written notice identifying the termsupon which Landlord is willing to lease such Oracle Offer Space to Tenant (the “OracleOffer Notice”), which terms will be consistent withmarket terms and/or terms that other occupants or tenants are willing to agreeupon for the Oracle Offer Spaceor portions of the same.  Tenant agreesto keep the information contained in the Oracle Offer Notice confidential. Tenant shall have 21 days from receipt of the Oracle Offer Notice to either accept or reject the OracleOffer Space, and if Tenant accepts theOracle Offer 

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Space, to negotiate the terms of the transaction.  If Tenant rejects the Oracle Offer Space or if Landlord and Tenant cannotcome to an agreement on the terms by 5:00 p.m. Mountain Time on the 21st dayas set forth herein, time being of the essence, then Landlord shall have nofurther obligation or liability to Tenant pertaining to the Oracle Offer Space, Tenant’s Oracle Right of First Offer with respect to all ofthe Oracle Offer Space shallterminate and be of no further force or effect and Landlord shall be free tolease any or all of the Oracle Offer Space to any prospective tenant upon anyterms and conditions acceptable to Landlord. If the Oracle OfferSpace is accepted by Tenant in accordance herewith, this Lease shall be amendedto include the Oracle OfferSpace on the same terms and conditions as contained in the Oracle Offer Notice.  Tenant will have no right to this OracleRight of First Offer if a defaultunder this Lease beyond any applicable notice or cure period exists at the timeTenant accepts any Oracle OfferSpace or at the time the term for the Oracle Offer Space is scheduled to commence. Any termination of this Lease terminates all rights under thisSection.  Any assignment or subletting byTenant of this Lease or of all or a portion of the Premises terminates Tenant’srights with respect to this Oracle Right of First Offer, unless Landlord consents to the contrary inwriting at the time of such subletting or assignment.  Tenant’s rights regarding this Oracle Right of First Offer may not be transferredseparate and apart from Tenant’s interest in this Lease and/or to thePremises.   Notwithstanding anythingcontained herein to the contrary, the term for the Oracle Offer Space shall be at least three yearsand not more than five years, as determined by Tenant.

13.           **Real Estate Broker.**  Landlord and Tenant each hereby representsand warrants to the other that it has not employed any broker in regard to thisThird Amendment and that it has no knowledge of any broker being instrumentalin bringing about this Third Amendment, other than Bruce Johnson, to whomLandlord has an obligation to pay a commission pursuant to a separateagreement.  Tenant shall indemnifyLandlord against any expense incurred by Landlord as a result of any claim forbrokerage or other commissions made by any broker, finder or agent, other thanBruce Johnson, whether or not meritorious, employed by Tenant or claiming by,through or under Tenant.  Landlord shallindemnify Tenant against any expense incurred by Tenant as a result of anyclaim for brokerage or other commissions made by any broker, finder or agent,whether or not meritorious, employed by Landlord or claiming by, through orunder Landlord.  Tenant acknowledges thatLandlord shall not be liable for any representations by any broker regardingthe Extension Term, the Building or the transaction relating to this ThirdAmendment.

14.           **Condition Precedent. **It shall be a condition precedent to theeffectiveness of this Third Amendment that Landlord and **AMERICAN EQUITY MORTGAGE, INC.**, a Missouricorporation (“American”),enter into, execute and deliver to Landlord a formal and definitive LeaseTermination Agreement for the Second Expansion Premises, terminating American’sright to possession of the Second Expansion Premises on terms and conditionsreasonably satisfactory to Landlord (the “Lease Termination Agreement”). This Third Amendment will not be effective or valid for any purposewhatsoever unless and until a fully executed original Lease TerminationAgreement has been delivered to Landlord. Upon receipt of the fully executed original Lease Termination Agreement,Landlord will immediately notify Tenant in writing of the effectiveness of thisThird Amendment.  In the event thatLandlord does not receive the fully executed original Lease Termination on orbefore December 22, 2006, Landlord and Tenant will execute a written letteragreement acknowledging that this Third Amendment is terminated and is nolonger of any force and effect.

15.           **Effect of Amendment.**  Except as expressly amended hereby, the Leaseshall continue in full force and effect and unamended.  In the event of any conflict or inconsistencybetween the provisions of the Lease and this Third Amendment, the provisions ofthis Third Amendment shall control in all instances.

16.           **Binding Effect.**  This Third Amendment shall be binding uponand inure to the benefit of the parties hereto and their respective successorsand assigns.

17.           **Severability.**  In the event that any one or more of theprovisions of this Third Amendment shall for any reason be held to be invalidor unenforceable, the remaining provisions of this Third Amendment shall beunimpaired, and shall remain in full force and effect and be binding upon theparties hereto.

18.           **Headings.**  The paragraph headings that appear in thisThird Amendment are for purposes of convenience of reference only and are notin any sense to be construed as modifying the substance of the paragraphs inwhich they appear.

19.           **Counterparts.**  This Third Amendment may be executed in oneor more counterparts, each of which will constitute an original, and all ofwhich together shall constitute one and the same agreement.  Executed copies hereof may be delivered byelectronic delivery and, upon receipt, shall be deemed originals and bindingupon the parties hereto.  Without limitingor otherwise affecting the validity of executed copies hereof that have beendelivered by electronic delivery, the parties will deliver originals aspromptly as possible after execution.

20.           **Governing Law.**  This Third Amendment shall be governed by andconstrued in accordance with the laws of the State of Colorado.

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IN WITNESSWHEREOF, the parties hereto have executed this Third Amendment as of the dayand year first above written.
|            | **LANDLORD:**                                                                       |
|------------|-------------------------------------------------------------------------------------|
| ** ** | ** **                                                                          |   |   |
| ** ** | **LBA REALTY FUND II — WBP III, LLC**,****a Delaware limited liability company |
| ** ** | ** **                                                                          |   |   |
|       | By:                                                                                 | /s/ Steven R. Riggs |
|       |                                                                                | Its: | Steven R. Riggs |
|       |                                                                                |   | Authorized Signatory |
|       |                                                                                |   |   |
|       |                                                                                |   |   |
| ** ** | **TENANT:**                                                                         |
| ** ** | ** **                                                                          |   |   |
| ** ** | **eCOLLEGE.COM**Authorized  Signatory                                               |
| ** ** | ** **                                                                          |   |   |
|       | By:                                                                                 | /s/ Reid Simpson |
|       |                                                                                | Its: | CFO |

** **

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**EXHIBIT A**

**Depiction of Second Expansion Premises**

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A-1

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A-2

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