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Exhibit 4.7    
    


SENIOR SUBORDINATED NOTE  


THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE
REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. 


ECOLLEGE.COM  


12.5% SENIOR SUBORDINATED SECURED NOTE DUE 2008  



	$20,000,000	 	October 31, 2003





        FOR
VALUE RECEIVED, eCollege.com, a Delaware corporation (the "Company"), hereby promises to pay to Capital Resource Partners IV, L.P. or assigns (hereinafter referred to as the
"Payee"), on or before October 31, 2008, the principal sum of twenty million ($20,000,000) or such part thereof as then remains unpaid, and to pay interest from the date hereof on the
whole amount of said principal sum remaining from time to time unpaid at the rate of twelve and one-half percent (12.5%) per annum, such interest to be payable quarterly in arrears on the
last Business Day of March, June, September and December in each year, the first such payment to be due and payable on December 31, 2003 until the whole amount of the principal
hereof remaining unpaid shall become due and payable. Except as set forth in the Agreement and the preceding sentence, principal, premium, if any, and interest shall be payable in lawful money of the
United States of America, in immediately available funds, by wire transfer of funds to the account or accounts designated in writing by the Payee or in such other manner as the Payee may designate
from time to time in writing to the Company. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed. Nothing in this Note shall
require the Company to pay interest at a rate in excess of the maximum rate permitted by applicable law. Any interest payable hereunder or under any other instrument relating to the indebtedness
evidenced hereby that is in excess of the maximum rate permitted by applicable law shall, in the event of acceleration of maturity, late payment, prepayment, or otherwise, be applied to a reduction of
the unrepaid indebtedness evidenced hereby and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of such unrepaid indebtedness, such excess shall be refunded to
the Company. To the extent not prohibited by applicable law, determination of the maximum rate permitted by applicable law shall at all times be made by amortizing, prorating, allocating and spreading
in equal parts during the full term of the indebtedness evidenced hereby, all interest at any time contracted for, charged or received from the Company in connection with the indebtedness evidenced
hereby, so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof. 


        If
an Event of Default, as defined in the Agreement (as defined below), has occurred and is continuing, any outstanding unpaid principal hereof and any unpaid interest thereon shall bear
interest, payable on demand, (i) should the Event of Default be pursuant to Section 8.01(a) or (b) of the Agreement, at the rate of eighteen and one half (18.5%) per annum,
or such lower rate as then may be the maximum rate permitted by applicable law, or (ii) otherwise, at the rate of fifteen and one-half percent (15.5%) per annum, or such lower rate
as then may be the maximum rate permitted by applicable law; provided, however, that upon the cessation or cure of such Event of Default, if no other Event of Default is then continuing, this
Note shall again resume bearing interest at the rate of twelve and one-half percent (12.5%) per annum from the date such Events of Default are cured. 



        This
Note is issued pursuant to and is entitled to the benefits of a certain Senior Subordinated Secured Note and Warrant Purchase Agreement, dated as of October 31,
2003, by and among the 





 



Company
and the other parties set forth on the signature pages thereto (as the same may be amended from time to time, referred to herein as the
"Agreement"), Capital Resource Partners IV, L.P. and each holder of this Note, by its acceptance hereof, agrees to be bound by the provisions of the
Agreement. The Company and the Payee further acknowledge and agree that (i) this Note is subject to prepayment, in whole or in part, and to certain redemption payments, as specified in
the Agreement, (ii) the principal of and interest on this Note shall be subordinated to indebtedness under the Senior Credit Facility, as defined in the Agreement, (iii) in case
of an Event of Default, as defined in the Agreement, the principal of this Note may become or may be declared due and payable in the manner and with the effect provided in the Agreement, and
(iv) as security for the prompt, complete and indefeasible payment when due (whether at stated payment dates or otherwise) of this Note and the other Notes issued pursuant to the
Agreement, the Company, the Subsidiaries, the holder of this Note and the holders of the other Notes have entered into that Security Agreement dated as of the date hereof. 



        As
further provided in the Agreement, upon surrender of this Note for transfer or exchange, a new Note or new Notes of the same tenor dated the date to which interest has
been paid on the surrendered Note and in an aggregate principal amount equal to the unpaid principal amount of the Note so surrendered will be issued to the transferee or transferees. 


        In
case any payment herein provided for shall not be paid when due, the Company promises to pay all costs of collection, including all reasonable attorney's fees. 



        Capitalized
terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. This Note shall be governed by, and construed in
accordance with, the internal laws of the Commonwealth of Massachusetts. 


        The
Company and all endorsers and guarantors of this Note hereby waive presentment, demand, notice of nonpayment, protest and all other demands and notices in connection with the
delivery, acceptance, performance or enforcement of this Note. 


        IN
WITNESS WHEREOF, the Company has executed this Note under seal as of the date first written above. 



	

 	
 	
ECOLLEGE.COM
	

 	
 	

By:	
 	

/s/  DOUGLAS KELSALL      
 Name:

Title:
	[Corporate Seal]	 	 	 	 
	

ATTEST:	
 	

 	
 	

 





	

By:	
 	

/s/  LEE R. SPIEGLER      

	Title:	 	 
	 	 	





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Exhibit 4.7