**Exhibit 10.34**

**EMPLOYMENT AGREEMENT**

DATE:                                    **August 8, 2006**

PARTIES:                              eCollege.com,a Delaware corporation (the “**Company**”)

 (“**Employee**”)                       **James V.Allen**, a resident of Colorado

**WHEREAS,**theCompany is engaged in the business of providing outsourced value-addedinformation services to the post-secondary education industry; and

**WHEREAS,**Employee is currentlyemployed by the Company as Vice President and Managing Director of Software andTechnology; and

**WHEREAS,**the Company desires toemploy and retain the unique experience, abilities, and services of Employee as**Chief Technology Officer**, in theCompany’s office in Denver, Colorado.

**NOW THEREFORE**, inconsideration of the promises, mutual covenants and agreements containedherein, and other good and valuable consideration, the sufficiency of which ishereby acknowledged by the parties, the parties agree as follows:

1)              **EMPLOYMENT**

a)              Term.  The term of this Employment Agreement (the “**Agreement**”) shall commence on Date first written above.  The term of this Agreement shall continueuntil termination in accordance with Section 5 of this Agreement, and theprovisions of Section 5 b) shall survive termination.

b)             Duties.  Company shall employ Employee as **Chief Technology Officer**.  Employee accepts employment with the Company on the terms and conditionsset forth in this Agreement, and agrees to devote his full time and attentionto the performance of his duties under this Agreement.  The duties of Employee are as set forth inSchedule A attached hereto.  Employeeshall perform such specific duties and shall exercise such specific authorityas may be assigned to Employee from time to time by the President and COO ofthe Company or the CEO of the Company. In performing such duties, Employee shall report to and be subject tothe direction and control of the CEO. Employee further agrees that in all aspects of such employment, Employeeshall comply with the policies, standards, and regulations of the Companyestablished from time to time, and shall perform his duties faithfully,intelligently, to the best of his ability, and in the best interest of theCompany.  The devotion of reasonableperiods of time by Employee for personal purposes or charitable activitiesshall not be deemed a breach of this Agreement, provided that such purposes oractivities do not materially interfere with the services required to berendered to or on behalf of the Company; however, any outside businessactivities that are not first submitted in writing to the COO of the Company,and approved in writing by the COO shall be deemed a breach of this Agreement.

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2)              **COVENANT NOTTO COMPETE; NON-SOLICITATION; CONFIDENTIALITY**

a)              Noncompetition.  During the term of this Agreement and for aperiod of six (6) months after the termination of this Agreement, Employeeshall not, within the United States, directly or indirectly, (1) own (as aproprietor, partner, stockholder, or otherwise) an interest of five percent(5%) or more in, or (2) participate (as an officer, director, or in any othercapacity) in the management, operation, or control of, or (3) perform servicesas or act in the capacity of an employee, independent contractor, consultant,or agent of any enterprise engaged, directly or indirectly, in the business ofproviding online education, online training, or technology, software or otherservices that support online education or training or in competition with anyother business conducted by the Company except with the prior written consentof the CEO of the Company*. As used in this Section2, the term “Company” refers to eCollege.com and its subsidiaries andaffiliates.* Employee expressly agrees that this noncompete provisionis necessary to protect the Company’s trade secrets, and is further justifiedby virtue of the fact that Employee is a member of the Company’s executivestaff.  Employee further acknowledges andagrees that the restrictions set forth in this Agreement are reasonable.

b)             Non-Solicitation.  During the term of this Agreement and for aperiod of twelve (12) months after the termination of this Agreement, Employeeshall not, directly or indirectly, contact, solicit or direct any person, firm,or corporation to contact or solicit, any of the Company’s customers,prospective customers, or business brokers for the purpose of selling or attemptingto sell, any products and/or services that are the same as or similar to theproducts and services provided by the Company to its customers during the termhereof.  In addition, the Employee willnot disclose the identity of any such business brokers, customers, orprospective customers, or any part thereof, to any person, firm, corporation,association, or other entity for any reason or purpose whatsoever; and solicitor accept if offered to him, with or without solicitation, on his own behalf oron behalf of any other person, the services of any person who is an employee ofthe Company, nor solicit any of the Company’s employees to terminate employmentwith the Company, nor agree to hire any employee of the Company into employmentwith himself or any company, individual or other entity.

c)              Confidentiality.  Employee acknowledges and agrees that allproduct specifications, product planning information, lists of the Company’scustomers and suppliers, financial information, and other Company data relatedto its business (“**Confidential Information**”)are valuable assets of the Company. Except for information that is a matter of public record, Employee shallnot, during the term of this Agreement or after the termination of employmentwith the Company, disclose any Confidential Information to any person or useany Confidential Information for the benefit of Employee or any other person,except with the prior written consent of the Company.

d)             Ideas, Inventions.  The Employee recognizes and agrees that allideas, inventions, enhancements, plans, writings, and other developments orimprovements (the “**Inventions**”)conceived by the Employee, alone or with others, during the term of hisemployment, whether or not during working hours, that are within the scope of theCompany’s business operations or that relate to any of the Company’s work orprojects, are the sole and exclusive property of the Company.  The Employee further agrees that (1) hewill promptly disclose all Inventions to the Company and hereby assigns to theCompany all present and future rights he has or may have in those Inventions,including without limitation those relating to patent, copyright, trademark ortrade secrets; and (2) all of the Inventions eligible under the copyright lawsare “work made for hire.”  At the 

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request of and withoutcharge to the Company, the Employee will do all things deemed by the Company tobe reasonably necessary to perfect title to the Inventions in the Company andto assist in obtaining for the Company such patents, copyrights or otherprotection as may be provided under law and desired by the Company, includingbut not limited to executing and signing any and all relevant applications,assignments or other instruments.  Notwithstandingthe foregoing, the Company hereby notifies the Employee that the provisions ofthis Section 2)c) shall not apply to any Inventions for which no equipment,supplies, facility or trade secret information of the Company was used andwhich were developed entirely on the Employee’s own time, unless (1) theInvention relates (i) to the business of the Company, or (ii) toactual or demonstrably anticipated research or development of the Company, or(2) the Invention results from any work performed by the Employee for the Company.

e)              Nondisparagement.  During the term of this Agreement and for aperiod of two years following the voluntary or involuntary termination of thisAgreement, the Employee shall not make any statements concerning the Companythat would tend to diminish the esteem, respect, good will, or confidence inwhich the Company is held by members of the community in which the Company, orits officers, directors and employees, conduct their business affairs or thatwould provoke adverse or derogatory feelings or opinions in such members ofthose communities as to the Company.

f)                Return ofDocuments.  Employee acknowledges andagrees that all originals and copies of records, reports, documents, lists,plans, drawings, memoranda, notes, and other documentation related to thebusiness of the Company or containing any Confidential Information shall be thesole and exclusive property of the Company, and shall be returned to theCompany upon the termination of employment with the Company or upon the writtenrequest of the Company.

g)             Injunction.  Employee agrees that it would be difficult tomeasure damage to the Company from any breach by Employee of Section 2)a),2)b), 2)c), 2)d) or  2)e) and thatmonetary damages would be an inadequate remedy for any such breach.  Accordingly, Employee agrees that if Employeeshall breach or take steps preliminary to breaching Section 2)a), 2)b), 2)c),2)d) or 2)e), the Company shall be entitled, in addition to all other remediesit may have at law or in equity, to an injunction or other appropriate orders torestrain any such breach, without showing or proving any actual damagesustained by the Company.

h)             Injunction.  No Release.  Employee agrees that the termination ofemployment with the Company or the expiration of the term of this Agreementshall not release Employee from any obligations under Section 2)a), 2)b), 2)c),2)d), 2)e) 2)f) or 2)g).

i)                 Enforceability;Severability of Covenants***.***  For purposes of Sections 2)a) and 2)b)above,  the covenants in such sectionsshall be construed as separate and distinct covenants.  In the event a court of competentjurisdiction finds any of such covenants to be so overbroad as to beunenforceable, it is the intent of the parties that such covenant be reduced inscope by the court, but only to the extent deemed necessary by the court torender the covenant reasonable and enforceable, keeping in mind that it is theintent of the parties to give the Company the broadest lawful protection.  If the court declines to reduce the scope ofa covenant it finds unenforceable, such unenforceable covenant shall be deemedeliminated and shall not affect the enforceability of any other covenantcontained in this Section.

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3)              **COMPENSATION**

a)              BaseCompensation; Bonus Compensation.  Inconsideration of all services to be rendered by Employee to the Company, theCompany shall pay to Employee compensation as described in Schedule A of thisAgreement.

b)             Other Benefits.  Employee has been provided with a brochure ofthe Company’s general benefits.  Employeeagrees and acknowledges that the benefits provided by the Company may bechanged or amended from time to time, and at any time, at the sole discretionof the Company.

4)              **COMPANYPOLICIES**

a)              General PolicyDescriptions.  Employee has beenprovided with a description of several policies, standards and regulations ofthe Company including a description of the Personal Days Policy, Travel Policy,and Expense Reimbursement Policy.

b)             Abide by AllPolicies Established by the Company. Employee agrees to abide by all policies, standards and regulations ofthe Company.

c)              Changes toCompany Policies.  Employee agreesand acknowledges that the Company’s policies may be created, eliminated,changed or amended from time to time, and at any time, at the sole discretionof the Company.

5)              **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.

b)             Severance.  In the event of theinvoluntary termination of Employee by the Company, which termination is nottermination for cause as set forth in Paragraph 5)c) below, the Company shallprovide Employee with severance pay equal to six (6) months of Employee’s basesalary paid on the Company’s normal payroll dates (“**Severance**”), plus/less any positive/negative accrued vacationdays, provided that the Employee executes a severance agreement waiving anyclaims against the Company and in which the Company waives claims against theEmployee.

c)              ImmediateTermination.  The employment ofEmployee by the Company may be terminated immediately in the sole discretion ofthe either the CEO, Chairman of the Board, President or the Board of Directorsof the Company upon the occurrence of any one of the following events:

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;

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

iii)           Employee fails toperform any material provision of this Agreement to be performed by Employee,provided however, that if such breach can be cured, the Employee will receivereasonable, written notice of breach and opportunity to cure such breach; or

iv)          Employee violates one ormore of the rules identified on Schedule B.

6)              **FACILITIESAND PERSONNEL**

a)              Workspace andSupplies.  Employee shall be provideda workspace at the Company’s Denver offices. The Company shall provide all suchfacilities, supplies, and services as the Company determines are reasonablyrequired for the performance of Employee’s duties under this Agreement.

7)              **REPRESENTATIONS,WARRANTIES AND COVENANTS OF EMPLOYEE**

a)              No OtherEmployment Agreements.  Employeerepresents and warrants to the Company that there is no employment contract orany other contractual obligation to which Employee is subject, which preventsEmployee from entering into this Agreement or from performing fully Employee’sduties under this Agreement.

b)             No Violation ofPrior Agreements.  Employeerepresents, warrants and covenants that Employee shall not, in the course ofemployment with the Company, use or provide any information, intellectual property,or other materials in violation of any prior contractual obligation.

8)              **MISCELLANEOUSPROVISIONS**

a)              Binding Effect.  This Agreement shall be binding on and inureto the benefit of the parties and their heirs, personal representatives,successors, and assigns.

b)             Notices.  Any notice, election, waiver, consent,acceptance or other communication required or permitted to be given under thisAgreement shall be in writing and shall be hand delivered, transmitted via fax,by e-mail or sent via nationally recognized third party delivery (such asFederal Express or UPS) for next day delivery, addressed to the parties asfollows:

If to Company:

eCollege.comAttn:  President4900 South Monaco, Suite 200Denver, Colorado 80231Fax: 1-303-873-7449

If to Employee:

At the address containedin the Company’s personnel records.

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Anynotice or other communication shall be deemed to be given at the date thenotice is hand delivered to the individual, the date the notice is sent viafax, or the date following the date of deposit with any nationally recognizedthird party delivery (such as Federal Express or UPS) for next day delivery tothe addressee.  The addresses to whichnotices or other communications shall be sent may be changed from time to timeby giving written notice to the other party as provided in this Paragraph.

c)              Amendments.  This Agreement may be amended only by aninstrument in writing executed by all the parties.

d)             Entire Agreement.  This Agreement (including the schedules) setsforth the entire understanding of the parties with respect to the subjectmatter of this Agreement and supersedes any and all prior understandings andagreements, whether written or oral, between the parties with respect to suchsubject matter, including without limitation the Employment Agreement datedSeptember 1, 1997 and all amendments thereto. Employee understands that noindividual is authorized to add, modify or vary the terms of this Agreementexcept in writing by the CEO of the Company.

e)              Counterparts.  This Agreement may be executed by the partiesin separate counterparts, each of which when executed and delivered shall be anoriginal, but all of which together shall constitute one and the sameinstrument.  Fax signatures shall havethe same effect as an original signature.

f)                Severability.  If any provision of this Agreement shall beinvalid or unenforceable in any respect for any reason, the validity andenforceability of any such provision in any other respect and of the remainingprovisions of this Agreement shall not be in any way impaired

g)             Waiver.  A provision of this Agreement may be waivedonly by a written instrument executed by the party waiving compliance.  No waiver of any provision of this Agreementshall constitute a waiver of any other provision, whether or not similar, norshall any waiver constitute a continuing waiver.  Failure to enforce any provision of thisAgreement shall not operate as a waiver of such provision or any otherprovision.

h)             Further Assurances.  From time to time, each of the parties shallexecute, acknowledge, and deliver any instruments or documents necessary tocarry out the purposes of this Agreement.

i)                 No Third-PartyBeneficiaries.  Nothing in thisAgreement, express or implied, is intended to confer on any person, other thanthe parties to this Agreement, any right or remedy of any nature whatsoever.

j)                 Expenses.  Except as otherwise provided herein, eachparty shall bear its own expenses in connection with this Agreement and thetransactions contemplated by this Agreement.

k)              Exhibits.  The exhibits and schedules referenced in thisAgreement are a part of this Agreement as if fully set forth in this Agreement.

l)                 Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the United States of America and theState of Colorado.

m)           Arbitration.

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i)                 Except for anyclaim to unemployment compensation or workers’ compensation, any dispute, claimor controversy concerning the terms and conditions of this Agreement, anyclaimed breach thereof, or any aspect of Employee’s employment with theCompany, shall be resolved by arbitration in accordance with the National Rulesfor the Resolution of Employment Disputes of the American ArbitrationAssociation, as modified in this Agreement, and judgment upon the awardrendered by the arbitrator(s) may be entered in any court having competentjurisdiction.

ii)              The arbitrator shallbe selected by the mutual agreement of the parties.  If the amount in dispute exceeds $250,000,the parties shall select, by mutual agreement, a panel of three arbitrators,rather than one arbitrator, to resolve the dispute.

iii)           The arbitration shallbe conducted in Denver, Colorado. Reasonable discovery shall be permitted asdetermined by the arbitrator or arbitrators. The Company shall pay the costs of the arbitrator or arbitrators for anyarbitration under this Agreement.  Eachparty shall otherwise pay his, her or its own costs and attorneys fees, exceptas otherwise provided by law.

iv)          Except as otherwiseprovided herein, this arbitration procedure is the exclusive remedy for anycontractual, non-contractual or statutory claim of any kind, including claimsarising under federal, state and local statutory law, including, but notlimited to, the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.;the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.; the EmployeeRetirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Colorado Anti-DiscriminationAct of 1957, C.R.S. § 24-34-401 et seq.; and common law or equitable claimsalleging breach of contract, defamation, fraud, outrageous conduct, promissoryestoppel, violation of public policy, wrongful discharge, or any other tort,contract or equitable theory. However, this arbitration procedure is notintended to preclude the filing of a charge with the EEOC, NLRB or otheradministrative agency by Employee at any time, and, to the extent that Employeeis required to exhaust administrative remedies before obtaining legal relief,Employee can and must exhaust administrative remedies prior to pursuingarbitration under this Agreement.

v)             By signing thisAgreement, Employee voluntarily, knowingly and intelligently waives any rightEmployee may otherwise have to seek remedies in court, including the right to ajury trial.

vi)          To the extent anyprovision of this paragraph shall be invalid or unenforceable, it shall beconsidered deleted from this Agreement and the remainder of this paragraphshall remain in full force and effect.

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n)             Survival BeyondTermination.  All provisions that bytheir terms survive termination or expiration and all rights and obligationsunder those provisions shall survive any voluntary or involuntary terminationor expiration of this Agreement in accordance with the respective terms of suchprovisions.
|        | eCollege.com                  |
|--------|-------------------------------|
|   |                          |   |
|   | By:                           | /s/  OAKLEIGH  THORNE |
|   |                          | Oakleigh Thorne,  CEO |
|   |                          |   |
|   |                          |   |
|   | /s/ JAMES V. ALLEN            |
|   | James V. Allen,  Individually |

** **

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**SCHEDULE A**

**COMPENSATION AND DUTIES**

1)              **SALARY. **Employee’s current salary is $185,000, payable on the Company’snormal payroll dates. Employee’starget bonus, pursuant to the eCollege Bonus Plan and subject to the discretionof the Board of Directors, is 30% of annual salary or $55,500.

2)              **SALARY****ADJUSTMENT.**  Employee’s compensation may be increased, asdetermined by the Compensation Committee in its sole discretion.

3)              **BONUS/OTHERCOMPENSATION. **Employee bonuscompensation, whether in cash, Company stock, or other consideration, may beprovided to Employee as determined from time to time by the CompensationCommittee or the CEO of the Company; the Company has no requirement to provideEmployee with bonus compensation of any type.

4)              **STOCK OPTIONS**.  Employee has previously received stockoptions, restricted share rights and Stock Appreciation Rights. Subject to theapproval of the Compensation Committee, as promptly as is practicable followingexecution of this Agreement, Employee shall receive 80,000 additional Stock AppreciationRights on such terms as the Compensation Committee shall approve, which termsshall be more fully described in the Stock Appreciation Rights Agreement.

5)              **JOBDESCRIPTION. **As **Chief Technology Officer**, Employee is responsible for longrange direction of product research and development.  Employee’s general duties include:

a)              Directs the researchand development effort leading to new or improved products

b)             Determines thecriteria for screening new product ideas for potential and practicality

c)              Directs overallproduct development plan

d)             Directs personnelactivities

e)              Directs company’squality management program

f)                Articulates andpresents company’s strategic technology direction to key stakeholders

5)              **OTHER DUTIES.**  Employee’s duties may vary from time to timeas determined by the CEO or the COO of the Company.

*Employee acknowledges that he hasread and fully understands all terms set forth in this Schedule A*.
|            | /s/ JAMES V.  ALLEN |
|------------|---------------------|
| ** ** | **James V. Allen**  |

** **

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**SCHEDULE B**

Allemployees must abide by the following rules of the Company:

1)              **HONESTY.**  Employees shall conduct their affairs withhonesty and integrity and shall not engage in fraud, dishonesty or any act ofmaterial misconduct.

2)              **SIGNINGAGREEMENTS.**  Employees shallnot sign any document or agreement that creates a legally binding obligation onthe Company.

3)              **WRITTENAGREEMENT.**  All employees ofthe Company and all independent contractors of the Company must have a signed,written agreement with the Company prior to performing work for the Company.

Anyviolation of the above rules may result in disciplinary action, includingtermination of any employee found to have violated one or more of the aboverules.

 

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