[LETTERHEAD OF eCOLLEGE.COM]

                                March 12, 2001


Charles P. Schneider
President
10200 A East Girard Avenue
Denver, Colorado  80231


     Re:  Amendment to Employment Agreement
          ---------------------------------


Dear Charlie:

I am writing to confirm that effective October 1, 2000 your salary is $265,000,
and your target bonus, subject to the discretion of the Board of Directors, is
$150,000.  Effective November 30, 2000, your title is President.

This letter is intended to amend your Employment Agreement to reflect your new
salary and/or title.  The purpose of this letter is to express these changes
only; no terms and conditions of your Employment Agreement, other than the terms
that are expressly amended in this letter, are changed by this letter.

If you have any questions regarding this matter,  please do not hesitate to
contact me.  Please acknowledge your understanding and acceptance of this
amendment to your Employment Agreement by signing below and returning this
document to the General Counsel on or before March 16, 2001.

Sincerely,

/s/ Oakleigh Thorne
Oakleigh Thorne
Chief Executive Officer



Acknowledged and Accepted By:


/s/ Charles P. Schneider
Charles P. Schneider
President

Source: OneCLE Business Contracts.