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Exhibit 4.6    
    


THIS
WARRANT AND ANY SHARES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE 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. 



	No. W-[            ]	 	 	 	Right to Purchase 200,000 Shares of Common Stock of eCollege.com




ECOLLEGE.COM  


COMMON STOCK PURCHASE WARRANT  


October 31,
2003 


        eCollege.com,
a Delaware corporation (the "Company"), hereby certifies that, for value received, Capital Resource Partners IV, L.P. or
assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m., Boston time, on October 31, 2008, or such
later time as may be specified in Section 17 hereof, 200,000 fully paid and nonassessable shares of Common Stock, par value $0.01 per share, of the Company, at a purchase price per share of
$13.00 (such purchase price per share as adjusted from time to time as herein provided is referred to herein as the "Purchase Price"). The number and
character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. 


        This
Warrant is one of the Warrants evidencing the right to purchase shares of Common Stock of the Company issued pursuant to a certain Senior Subordinated Secured Note and
Warrant Purchase Agreement (the "Agreement"), dated as of October 31, 2003, by and among the Company and Capital Resource Partners IV, L.P., a
Delaware limited partnership, and the other parties set forth on the signature pages thereto, a copy of which is on file at the principal office of the Company, and the holder of this Warrant
shall be entitled to all of the benefits and bound by all of the applicable obligations of the Agreement, as provided therein. 


        As
used herein the following terms, unless the context otherwise requires, have the following respective meanings: 



        (a)   The
term "Company" shall include eCollege.com, and any corporation which shall succeed to, or assume the obligations of, the Company hereunder. 


        (b)   The
term "Common Stock" includes (i) the Company's Common Stock, par value $0.01 per share, as authorized on the
date of the Agreement, (ii) any other capital stock of any class or classes (however designated) of the Company, authorized on or after such date, the holders of which shall have the right,
without limitation as to amount per share, either to all or to a share of the balance of current dividends and liquidating distributions after the payment of dividends and distributions on any shares
entitled to preference in the payment thereof, and the holders of which shall ordinarily, in the absence of contingencies, be entitled to vote for the election of a majority of directors of the
Company (even though the right so to vote may have been suspended by the happening of such a contingency) and (iii) any other securities into which or for which any of the securities described
in (i) or (ii) above may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise. 


        (c)   The
term "Other Securities" refers to any class of stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which
the holders of 






 




the
Warrants at any time shall be entitled to receive, or shall have received, on the exercise of the Warrants, in lieu of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 5 or otherwise. 




        1.    Exercise of Warrant.    



        1.1   Full Exercise. This Warrant may be exercised at any time before its expiration in full by the holder hereof by surrender
of this Warrant, with the form of subscription at the end hereof duly executed by such holder, to the Company at its principal office, accompanied by payment, in cash or by certified or official bank
check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect. 


        1.2   Partial Exercise. This Warrant may be exercised at any time before its expiration in part (in lots of 1000 shares or, if
this Warrant is then exercisable for a lesser amount, in such lesser amount) by surrender of this Warrant and payment of the Purchase Price then in effect in the manner and at the place provided in
subsection 1.1, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying (a) the number of shares of Common Stock designated by
the holder in the subscription at the end hereof by (b) the Purchase Price then in effect. On any such partial exercise the Company at its expense will forthwith issue and deliver to or upon
the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request,
calling in the aggregate on the face or faces thereof for the number of shares of Common Stock for which such Warrant or Warrants may still be exercised. 



        1.3   Payment by Surrender of Notes. Notwithstanding the payment provisions of subsections 1.1 and 1.2, all or part of
the payment due upon exercise of this Warrant in full or in part may be made by the surrender by such holder to the Company of any of the Company's Notes issued pursuant to the Agreement and such
Notes so surrendered shall be credited against such payment in an amount equal to the principal amount thereof plus premium (if any) and accrued interest to the date of surrender. 


        1.4   Company Acknowledgment. The Company will, at the time of the exercise of this Warrant, upon the request of the holder
hereof acknowledge in writing its continuing obligation to afford to such holder any rights to which such holder shall continue to be entitled after such exercise in accordance with the provisions of
this Warrant. If the holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such holder any such rights. 


        1.5   Trustee for Warrant Holders. In the event that a bank or trust company shall have been appointed as trustee for the
holders of the Warrants pursuant to subsection 4.2, such bank or trust company shall have all the powers and duties of a warrant agent appointed pursuant to Section 12 and shall accept,
in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of
this Warrant pursuant to this Section 1. 


        1.6   Net Issue Election. The holder may elect to receive, without the payment by the holder of any additional consideration,
shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the
office of the Company. Thereupon, the Company shall issue 



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to
the holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: 



	 	 	X =	 	Y (A-B)
 A	 	 






where
X = the number of shares to be issued to the holder pursuant to this Section 1.6. 



	Y=
	the
number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 1.6.



	A=
	the
fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 1.6.



	B=
	the
Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 1.6. 




For
purposes of this Section 1.6, the "fair market value" per share of the Company's Common Stock shall mean: 




	(1)
	If
the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market (the "National
Market") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the fair market value shall be the last reported sale price of the Common Stock on such exchange
or on the National Market on the last business day before the effective date of exercise of the net issue election or if no such sale is made on such day, the mean of the closing bid and asked prices
for such day on such exchange or on the National Market;



	(2)
	If
the Common Stock is not so listed or admitted to unlisted trading privileges, the fair market value shall be the mean of the last bid and asked prices reported on the last business
day before the date of the election (1) by the NASDAQ or (2) if reports are unavailable under clause (1) above by the National Quotation Bureau Incorporated; and



	(3)
	If
the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the
Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the holder of
this Warrant. If the holder of this Warrant and the Company are unable to agree on such fair market value, the holder of this Warrant shall select a pool of three independent and nationally-recognized
investment banking firms from which the Company shall select one such firm to appraise the fair market value of the Warrant and to perform the computations involved. The determination of such
investment banking firm shall be binding upon the Company, the holder of this Warrant and any other holder of Warrants or Warrant Shares in connection with any transaction occurring at the time of
such determination. All expenses of such investment banking firm shall be borne by the Company. In all cases, the determination of fair market value shall be made without consideration of the lack of
a liquid public market for the Common Stock and without consideration of any "control premium" or any discount for holding less than a majority or controlling interest of the outstanding Common Stock.



	(4)
	The
parties acknowledge that the exercise of this Warrant pursuant to this Section 1.6 shall constitute a "reorganization" within the meaning of
Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the "Code") and the Company agrees not 




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to
take any position inconsistent with such treatment for federal income tax purposes including, but not limited to, in any filing, return or information statement. 






        2.    Delivery of Stock Certificates, etc. on Exercise.    As soon as practicable after the exercise of this Warrant
in full or in part, and in any event within ten (10) days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the holder hereof, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and
nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be
entitled, cash equal to such fraction multiplied by the then current market value of one full share, together with any other stock or other securities and property (including cash, where applicable)
to which such holder is entitled upon such exercise pursuant to Section 1 or otherwise. 


        3.    Adjustment for Dividends in Other Stock, Property, etc.; Reclassification, etc.    In case at any time or from
time to time, the holders of Common Stock (or Other Securities) in their capacity as such shall have received, or (on or after the record date fixed for the determination of shareholders eligible to
receive) shall have become entitled to receive, without payment therefor, 



        (a)   other
or additional stock or other securities or property (other than cash) by way of dividend, or 


        (b)   any
cash (excluding cash dividends payable solely out of earnings or earned surplus of the Company), or 



        (c)   other
or additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, recapitalization,
combination of shares or similar corporate rearrangement, 




other
than additional shares of Common Stock (or Other Securities) issued as a stock dividend or in a stock-split, then and in each such case the holder of this Warrant, on the exercise hereof as
provided in Section 1, shall be entitled to receive the amount of stock and other securities and property (including cash in the cases referred to in subdivisions (b) and (c) of
this Section 3) which such holder would hold on the date of such exercise if on the date hereof he had been the holder of record of the number of
shares of Common Stock called for on the face of this Warrant and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and all such
other or additional stock and other securities and property (including cash in the cases referred to in subdivisions (b) and (c) of this Section 3) receivable by him as aforesaid
during such period, giving effect to all adjustments called for during such period by Sections 4 and 5. 


        4.    Adjustment for Reorganization, Consolidation, Merger, etc.    



        4.1   Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect
a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or
arrangement contemplating the dissolution of the Company, then, in each such case, the holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation
of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in
Sections 3 and 5. 



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        4.2   Dissolution. In the event of any dissolution of the Company following the transfer of all or substantially all of its
properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable)
receivable by the holders of the Warrants after the effective date of such dissolution pursuant to this Section 4 to a bank or trust company having its principal office in Boston,
Massachusetts, as trustee for the holder or holders of the Warrants. 


        4.3   Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any
transfer) referred to in this Section 4, this Warrant shall continue in full force and effect, subject to expiration in accordance with Section 17 hereof, and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective
date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person
acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 6. 




        5.    Adjustment.    



        5.1   Purchase Price Adjustments. If at the time of exercise of all or any portion of this Warrant the fair market value of the
Common Stock, as determined in accordance with Section 1.6 hereof, shall be less than $13.00 per share for the 30 trading days immediately preceding the date of such exercise (such price
to be subject to proportionate adjustment in accordance with the provisions of this Warrant), then the Purchase Price shall be automatically adjusted such that the Purchase Price will be equal to
$10.00 per share with respect to such exercise. 


        5.2   Stock Splits and Reverse Splits. In the event that the Company shall at any time either subdivide its outstanding shares
of Common Stock into a greater number of shares or effect a stock split of its Common Stock payable in the form of a dividend, the Purchase Price in effect immediately prior to such subdivision shall
be proportionately reduced and the number of Warrant Shares purchasable pursuant to this Warrant immediately prior to such subdivision shall be proportionately increased, and conversely, in the event
that the outstanding shares of Common Stock of the Company shall at any time be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such combination shall be proportionately reduced. 



        5.3   Record Date as Date of Issue or Sale. In the event that at any time the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them (i) to receive a dividend or other distribution payable in Common Stock, or (ii) to subscribe for or purchase Common Stock then such record
date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the case may be. 




        6.    No Dilution or Impairment.    The Company will not, by amendment of its Certificate of Incorporation or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value or stated value
of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on 


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such
exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the
exercise of all Warrants from time to time outstanding, (c) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary
or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and
in any such distribution of assets, and (d) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge
into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing
and become bound by all the terms of the Warrants. 


        7.    Accountants' Certificate as to Adjustments.    In each case of any adjustment or readjustment in the shares of
Common Stock (or Other Securities) issuable on the exercise of the Warrants, the Company shall compute such adjustment or readjustment in accordance with the terms of the Warrants and prepare a
certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration
received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common
Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect
immediately prior to such issue or sale and as adjusted and readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to each holder of a Warrant, and
will, on the written request at any time of any holder of a Warrant, furnish to such holder a like certificate setting forth the Purchase Price at the time in effect and showing how it was calculated. 


        8.    Notices of Record Date, etc.    In the event of 



        (a)   any
taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or 



        (b)   any
capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the
assets of the Company to or consolidation or merger of the Company with or into any other person, or 


        (c)   any
voluntary or involuntary dissolution, liquidation or winding-up of the Company, or 


        (d)   any
proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of the Warrants), 




then
and in each such event the Company will mail or cause to be mailed to each holder of a Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options
with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to 


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be
offered or made. Such notice shall be mailed at least twenty (20) days prior to the date specified in such notice on which any such action is to be taken. 


        9.    Reservation of Stock, etc. Issuable on Exercise of Warrants.    The Company will at all times reserve and keep
available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrants. 


        10.    Exchange of Warrants.    On surrender for exchange of any Warrant, properly endorsed, to the Company, the
Company at its expense will issue and deliver to or on the order of the holder thereof a new Warrant or Warrants of like tenor, in the name of such holder or as such holder (on payment by such holder
of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants
so surrendered. 


        11.    Replacement of Warrants.    On receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction of any Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and
amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor. 


        12.    Warrant Agent.    The Company may, by written notice to each holder of a Warrant, appoint an agent having an
office in Boston, Massachusetts for the purpose of issuing Common Stock (or Other Securities) on the exercise of the Warrants pursuant to Section 1, exchanging Warrants pursuant to
Section 10, and replacing Warrants pursuant to Section 11, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent. 


        13.    Remedies.    The Company stipulates that the remedies at law of the holder of this Warrant in the event of any
default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically
enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 



        14.    Negotiability, etc.    This Warrant is issued upon the following terms, to all of which each holder or owner
hereof by the taking hereof consents and agrees: 



        (a)   title
to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof) and delivery in the same manner as in
the case of a negotiable instrument transferable by endorsement and delivery; and 


        (b)   any
person in possession of this Warrant properly endorsed for transfer to such person (including endorsed in blank) is authorized to represent himself as absolute owner
hereof and is empowered to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his
equities or rights in this Warrant in favor of each such bona fide purchaser, and each such bona fide purchaser shall acquire absolute title hereto and to all rights represented hereby. Nothing in
this paragraph (b) shall create any liability on the part of the Company beyond any liability or responsibility it has under law. 




        15.    Notices, etc.    All notices, requests, demands and other communications from the Company to the holder of this
Warrant shall be in writing and mailed (by first class registered or certified mail, postage prepaid), sent by express overnight courier service or electronic facsimile transmission with a copy by
mail, or delivered at such address as may have been furnished to the Company in writing by such holder or, until any such holder furnishes to the Company an address, then to, and at the address of,
the last holder of this Warrant who has so furnished an address to the Company. All such notices, 


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requests,
demands and other communications shall, when mailed or otherwise sent shall be effective (i) two days after being deposited in the mail or (ii) one day after being
delivered deposited with the express overnight courier service or sent by electronic facsimile transmission (with receipt confirmed), respectively, addressed as aforesaid. 


        16.    Miscellaneous.    This Warrant and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and
governed by the internal laws of The Commonwealth of Massachusetts. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.
This Warrant is being executed as an instrument under seal. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. 


        17.    Expiration.    The rights to exercise this Warrant shall expire at 5:00 p.m., Boston time, on the later
of (i) October 31, 2008 or (ii) such time as all principal, premium (if any) and interest on the Notes is paid in full. Notwithstanding the foregoing, this Warrant shall
automatically be deemed to be exercised in full pursuant to the provisions of Section 1.6 hereof, without any further action on behalf of the holder, immediately prior to the time this Warrant
would otherwise expire pursuant to the preceding sentence. 


        IN
WITNESS WHEREOF, the Company has executed this Warrant 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      
 Name:

Title:	
 	

 




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FORM OF SUBSCRIPTION

(To be signed only on exercise of Warrant)  


ECOLLEGE.COM



        The
undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder,.....shares of Common Stock of eCollege.com and
herewith makes payment of $.....therefor, and requests that the certificates for such shares be issued in the name of, and delivered to....., federal taxpayer identification number....., whose address
is..... 



	

Dated:	
 	

 (Signature must conform to name of holder as specified on the face of the Warrant)
	

 	
 	

 (Address)
	Signed in the presence of:	 	 	 	 
	

 	
 	

 	
 	

 
	
	 	 	 	 






FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)  


        For value received, the undersigned hereby sells, assigns, and transfers unto , federal taxpayer identification number....., whose address
is....., the right represented by the within Warrant to purchase..... shares of Common Stock of eCollege.com to which the within Warrant relates, and appoints.....Attorney to transfer such right on
the books of eCollege.com with full power of substitution in the premises. 



	

Dated:	
 	

 (Signature must conform to name of holder as specified on the face of the Warrant)
	

 	
 	

 (Address)
	Signed in the presence of:	 	 	 	 
	

 	
 	

 	
 	

 
	
	 	 	 	 




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FORM OF NET ISSUE ELECTION

(To be signed only on net issue exercise of the Warrant)  


        The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise this Warrant with respect
to                        shares of Common Stock of
eCollege.com, pursuant to the net issuance provisions set forth in Section 1.6 of this Warrant, and requests that the certificates for the number of shares of Common Stock issuable pursuant to
said Section 1.6 after application of the net issuance formula to such                        shares be issued in the name of,
 and delivered to                        , federal taxpayer identification number
                        , whose address
is                        . 



	

Dated:	
 	

 (Signature must conform to name of holder as specified on the face of the Warrant)
	

 	
 	

 (Address)




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Exhibit 4.6