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Related Party Transactions and Outside Related Director Information

eCollege.com (ECLG)

8/25/2005 Proxy Information

We have entered into indemnification agreements with our non-employee directors, Messrs. Blumenstein, Girgenti and Mundheim and Ms. Korshak.

Mr. Blumenstein has been the co-President of Blumenstein/Thorne Information Partners, L.L.C. since October 1996, and is a co-founder of this private equity investment firm. Blumenstein/Thorne owns more than 5% of shareholdings.