EXHIBIT 10.1

EXECUTION COPY

VOTING AGREEMENT

VOTING AGREEMENT, dated as of May 14, 2007 (this “ Agreement ”), by and between Pearson Education, Inc., a Delaware corporation (“ Parent ”), on the one hand, and the stockholders of the Company (as defined below) set forth on the signature page hereto (collectively, the “ Stockholders ”), on the other hand.

W I T N E S S E T H:

WHEREAS, Parent, Epsilon Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”), and eCollege.com, a Delaware corporation (the “ Company ”), have entered into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, the “ Merger Agreement ”; terms defined in the Merger Agreement and not otherwise defined herein being used herein as therein defined), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “ Merger ”) and each issued and outstanding share of common stock, par value $0.01 per share, of the Company (the “ Common Stock ”) (other than shares cancelled pursuant to Section 2.1(b) of the Merger Agreement and Dissenting Shares) will be converted into the right to receive the Merger Consideration.

WHEREAS, as of the date of this Agreement, the Stockholders owned of record and beneficially an aggregate of 4,618,154 shares of Common Stock and each Stockholder owned the number of such shares set forth beside such Stockholder’s name on the signature page hereto (such Common Stock (the “ Existing Shares ”), together with any other Common Stock acquired by any Stockholder after the date hereof, whether acquired directly or indirectly, by purchase, stock dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, or upon the receipt, vesting or exercise, as applicable, of Equity Incentives or otherwise, in each case from the date of this Agreement through the term of this Agreement, are collectively referred to herein as the Stockholders’ “ Subject Shares ”).

WHEREAS, as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement, Parent has requested that the Stockholders agree, and each of the Stockholders has agreed, to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I
VOTING AGREEMENT; GRANT OF PROXY

SECTION 1.01.      Agreement to Vote .  Each Stockholder hereby agrees to take (or cause to be taken) the following actions (whether in person, by proxy or by written consent):

(i)        to appear at any meeting of the stockholders of the Company, however called, and at any adjournment or postponement thereof at which the Merger Agreement and the Merger are submitted for the consideration and vote of the stockholders of the Company or otherwise cause the Subject Shares owned beneficially or of record by the Stockholders to be counted as present thereat for purposes of calculating a quorum; and

(ii)       to vote (or cause to be voted), in person or by proxy, or if applicable by execution of a written consent, all the Subject Shares owned by such Stockholder, and any other voting securities of the Company (whenever acquired), that are owned beneficially or of record by such Stockholder or as to which such Stockholder has, directly or indirectly, the right to vote or direct the voting, (A) in favor of adoption of the Merger Agreement and any other action of the Company’s Stockholders requested in furtherance thereof, (B) against any action or agreement submitted for approval of the stockholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Stockholders contained in this Agreement; (C) against any action, agreement or transaction submitted for approval to the Stockholders of the Company that would reasonably be expected to prevent, materially delay or materially impede the timely consummation of the Merger or would reasonably be expected to result in any condition to the consummation of the Merger contained in Article VII of the Merger Agreement not being satisfied; (D) against any other action, agreement or transaction submitted for approval to the stockholders of the Company that would constitute an Acquisition Proposal; and (E) against any extraordinary dividend or distribution by the Company or any subsidiary and any change in the capital structure of the Company or any subsidiary (other than pursuant to the Merger Agreement).

The obligations of the Stockholders set forth in this Section 1.01 shall apply whether or not the Company breaches any of its representations, warranties, covenants or agreements set forth in the Merger Agreement.

SECTION 1.02.      Irrevocable Proxy .  Each Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to its Subject Shares.  By entering into this Agreement, each Stockholder hereby irrevocably and unconditionally grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote or execute consents in the manner contemplated by Section 1.01.  The proxy granted by such Stockholder pursuant to this Article I is coupled with an interest, is irrevocable and is granted in consideration of Parent and Merger Sub entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses.  Each Stockholder shall perform such further acts and execute such further documents as may be required to vest in Parent the sole power to vote such Stockholder’s Subject Shares in the manner contemplated by Section 1.01.  Notwithstanding the foregoing, the proxy granted by each Shareholder shall be revoked upon termination of this Agreement in accordance with its terms.

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SECTION 1.03.      Appraisal Rights .  Each Stockholder hereby consents to and approves the actions taken by the board of directors of the Company in approving the Merger Agreement, this Agreement, the Merger and the transactions contemplated by the Merger Agreement.  Each Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the General Corporation Law of the State of Delaware or other applicable law in connection with the Merger.

ARTICLE II
                REPRESENTATIONS AND WARRANTIES

Each Stockholder hereby represents and warrants to Parent as follows:

SECTION 2.01.      Authorization .  If such Stockholder is not an individual, the execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby are within the corporate or similar powers of such Stockholder and have been duly authorized by all necessary corporate or similar action.  If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement.  This Agreement constitutes a valid and binding agreement of such Stockholder.  If such Stockholder is a natural person and is married, and such Stockholder’s Subject Shares constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms.  No trust of which such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

SECTION 2.02.      Non-Contravention .  The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby do not and shall not (i) if such Stockholder is not an individual, violate any organizational documents of such Stockholder, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement or other instrument binding on such Stockholder, (iv) result in the imposition of any lien on any asset of Stockholder or (v) violate any other agreement, arrangement or instrument to which such Stockholder is a party or by which such Stockholder (or any of its assets) is bound.  

SECTION 2.03.      Ownership of Subject Shares .  Such Stockholder is the record and beneficial owner of the Subject Shares set forth beside such Stockholder’s name on the signature page hereto, free and clear of any lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Subject Shares), other than pursuant to this Agreement and such Stockholder has good and valid title to such Subject Shares.  Except for this Agreement, none of the Subject Shares is subject to any voting trust or other agreement, arrangement or instrument with respect to the voting of such shares.

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SECTION 2.04.      Total Subject Shares .  Except for the Subject Shares set forth beside such Stockholder’s name on the signature page hereto and except for any Equity Incentives referred to in the immediately following sentence, such Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) Options, Equity Incentives or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.  As of the date of this Agreement, each Stockholder owns Options to acquire the number of shares of capital stock of the Company and the other Equity Incentives set forth opposite such Stockholder’s name on the signature page hereto. 

SECTION 2.05.      Reliance by Parent and Merger Sub .  Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

ARTICLE III
OTHER COVENANTS

Each Stockholder hereby covenants and agrees that:

SECTION 3.01.      No Transfers .

(a)   Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Parent or Merger Sub which may be withheld in their sole discretion, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Subject Shares, (ii) voluntarily take any action that