Exhibit 4.14
[eCollege Letterhead]
September 2,
2003
Oakleigh
Thorne
Blumenstein/Thorne Information Partners I, L.P.
PO Box 871
Lake Forest, IL 60045
Christopher
E. Girgenti
Senior
Managing Director
New World
Equities, Inc.
1603
Orrington Avenue, Suite 1070
Evanston,
Illinois 60201
Re: Waiver of
Piggyback Registration, Consent, Notice and Other Rights
under Amended and Restated Registration Agreement
Dear Messrs.
Thorne and Girgenti:
Reference is
made to those certain Stock Purchase Agreements dated as of August
13, 2003 (the " Stock Purchase Agreements "), among
eCollege.com, a Delaware corporation (the " Company "), and
the investors party thereto (the " New Investors "),
pursuant to which the Company agreed to sell, and the New Investors
agreed to buy approximately, 2,900,000 shares of the
Company’s common stock, par value $0.01 per share (the "
Common Stock "). Under the terms of the Stock Purchase
Agreements, the Company has also agreed to register the Common
Stock sold to the New Investors under the Securities Act of 1933,
as amended, by filing a Form S-3 Registration Statement (the "
Form S-3 ") with the Securities and Exchange Commission.
Blumenstein/Thorne Information Partners I, L.P. and New World
Equities, Inc. (the " Investors ") are parties to that
certain Amended and Restated Registration Agreement dated February
2, 1998, (the " Registration Agreement "), between the
Company, the Investors and other stockholders of the Company
(collectively, with the Investors, the " Stockholders
").
Pursuant to
Section 9.D of the Registration Agre
