**Exhibit10.24**

** **

**LOAN MODIFICATION AGREEMENT**

 

This Loan ModificationAgreement is entered into as of December 28, 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.             DESCRIPTION OF EXISTING INDEBTEDNESS:  Among other indebtedness which may be owingby Borrowers to Bank, Borrowers are or may be indebted to Bank pursuant to,among other documents, a Loan and Security Agreement, dated as of October 30,2003, as it may be amended from time to time (the “Loan Agreement”).  The Loan Agreement provided for, among otherthings, a Committed Revolving Line in the original principal amount of up toTen Million Dollars ($10,000,000) and a Term Loan of up to Three MillionDollars ($3,000,000).  Defined terms usedbut not otherwise defined herein shall have the same meanings as set forth inthe Loan Agreement.

 

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

 

2.             DESCRIPTION OF COLLATERAL. Repayment of theIndebtedness is secured by the Collateral, as described in the Loan Agreementand in the Intellectual Property Security Agreements.

 

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.**            **DESCRIPTION OF CHANGEIN TERMS.

 

A.            Modification(s) to LoanAgreement.

 

1.             Section6.2 entitled “Financial Statements, Reports, Certificates” is amended bychanging subsection (a)(i) thereof to read as follows:

 

#### (a) Borrowers will deliver to Bank: (i) as soon asavailable, but no later than 30 days (but through the period ending 9/30/05, nolater than 45 days) after the last day of each month, company preparedconsolidated and consolidating balance sheets and income statements coveringthe operations of eCollege and its Subsidiaries during the period certified bya Responsible Officer of eCollege and in a form acceptable to Bank;

####  

2.             Section6.2 entitled “Financial Statements, Reports, Certificates” is amended bychanging subsection (c) thereof to read as follows:

 

#### (c) Within 30 days (but through the period ending9/30/05, within 45 days) after the last day of each month, Borrowers willdeliver to Bank with the monthly financial statements a Compliance Certificatesigned by a Responsible Officer of eCollege in the form of **Exhibit D**.

####  

3.             Section 6.7 entitled “Financial Covenants” is amended bychanging subsection (i) thereof entitled “Quick Ratio (Adjusted)” to read asfollows:

 

(i)            **QuickRatio (Adjusted)**.  A ratio ofQuick Assets to Current Liabilities minus Deferred Revenue and any Quarter-EndAdvance of at least 1.00 to 1.00 for the periods ending 12/31/04 through3/31/05, and of at least 1.50 to 1.00 at 4/30/05 and thereafter.

 

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4.             Exhibit D attached hereto shall be substituted for thatattached to the Loan Agreement.

 

B.                                     Consentto prepayment of Subordinated Debt.

 

Bankhereby consents to Borrowers’ request to make a prepayment on the Seller Notesin an aggregate principal amount of $10,000,000.00 plus accrued and unpaidinterest thereon, which prepayment might otherwise have been limited by theterms of Section 7.8 of the Loan Agreement.

 

4.             CONSISTENT CHANGES.  The Existing Loan Documents are herebyamended wherever necessary to reflect the changes described above.

 

5.             PAYMENT OF EXPENSES.  Borrowers shall pay Bank all of Bank’sout-of-pocket expenses in connection with this Loan Modification Agreement.

 

6.             NO DEFENSES.  Borrowers (and each guarantor and pledgorsigning below) agrees that, as of the date hereof, they have no defensesagainst the obligations to pay any amounts under the Indebtedness.

 

7.             CONTINUING VALIDITY.  Borrowers (and each guarantor and pledgorsigning below) understand and agree that in modifying the existingIndebtedness, Bank is relying upon Borrowers’ representations, warranties, andagreements, 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 Modification Agreement is conditionedupon receipt by Bank of a fully executed counterpart hereof.

 

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

 
| **BORROWERS:**                  | **BANK:**               |
|---------------------------------|-------------------------|
|                            |                    |
| **eCollege.com.**               | **SILICON VALLEY BANK** |
|                            |                    |
|                            |                    |
| By:                             | /s/ Reid E.  Simpson    |   | By: | /s/ Frank  Amoroso |   |
| Name: Reid E.  Simpson          | Name: Frank Amoroso     |
| Title: Chief  Financial Officer | Title: Vice President   |
|                            |                    |   |
|                            |                    |   |
| **DataMark,  Inc.**             |                    |   |
|                            |                    |   |
|                            |                    |   |
| By:                             | /s/ Douglas H.  Kelsall |   |   |
| Name: Douglas H.  Kelsall       |
| Title: Assistant  Treasurer     |                    |   |
|                                 |                         |  |  |  |  |  |  |  |  |  |

 

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