EXHIBIT 10.10



 Exhibit 10.10 
  
 STOCK SUBSCRIPTION AGREEMENT 
  

This Stock Subscription Agreement (this “Agreement”) is dated as of June 30, 2003, between Apollo Sylvan, LLC, a Delaware
limited liability company (“Apollo Sylvan LLC”), Apollo Sylvan II, LLC, a Delaware limited liability company (“Apollo Sylvan II LLC”, and together with Apollo Sylvan LLC, the “Purchasers”) and
Educate, Inc., a Delaware corporation (“Seller”). 
  
 RECITALS 
  
 WHEREAS, the Purchasers are the holders of a
Promissory Note of The Canter Group of Companies, Inc., a California limited liability company (“Canter”), in the aggregate principal amount of $35,253,632 (the “Promissory Note”); 
  
 WHEREAS, Apollo Sylvan LLC is the holder of $75,789,000 in aggregate
principal amount of the 5% Convertible Subordinated Debentures due 2010 of Sylvan Learning Systems, Inc, a Delaware corporation (the “Apollo Sylvan Debentures”); 
  
 WHEREAS, Apollo Sylvan II LLC is the holder of $4,211,000 in aggregate principal amount of the 5% Convertible Subordinated
Debentures due 2010 of Sylvan Learning Systems, Inc, a Delaware corporation (the “Apollo Sylvan II Debentures” and, together with the Apollo Sylvan Debentures, the “Debentures”); 
  
 WHEREAS, Apollo Sylvan LLC desires to purchase the number of shares of Common
Stock of Seller, par value $0.01, (the “Common Shares”) in the amounts and upon the terms as set forth on Schedule A hereto, subject to the conditions set forth herein; 
  
 WHEREAS, Apollo Sylvan II LLC desires to purchase the number of Common Shares in the amounts and upon the terms as set forth
on Schedule A hereto, subject to the conditions set forth herein; 
  
 NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows: 







 1. Purchase and Sale. 
  
 (a) The Seller hereby agrees to issue and sell to Apollo Sylvan LLC and Apollo Sylvan LLC hereby agrees to
purchase from the Seller, the number of Common Shares set forth opposite its name on Schedule A. In consideration of the aforementioned sale, Apollo Sylvan agrees to deliver to the Seller (i) its portion of the Canter Note, in the aggregate
principal amount of $33,399,291, (ii) $47,907,000 in aggregate principal amount of Apollo Sylvan Debentures and (iii) $18,947,196 in cash. 
  
 (b) The Seller hereby agrees to issue and sell to Apollo Sylvan II LLC and Apollo Sylvan II LLC hereby agrees to purchase from the Seller,
the number of Common Shares set forth opposite its name on Schedule A. In consideration of the aforementioned sale, Apollo Sylvan agrees to deliver to the Seller (i) its portion of the Canter Note, in the aggregate principal amount of $1,854,341,
(ii) $2,662,000 in aggregate principal amount of Apollo Sylvan II Debentures and (ii) $1,052,804 in cash. 
  
 2. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the
parties hereto. 
  
 3. Governing Law. This Agreement shall
be governed under the laws of the State of Delaware, without giving effect to the conflict of law principles thereof. 
  
 4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement. 
  

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 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the
day and year first above written. 
  

			
	 APOLLO SYLVAN, LLC

	 a Delaware limited liability company

		
	 By:
	 	 /s/ Aaron Stone


	 Name:
	 	 Aaron Stone

	 Title:
	 	 Vice President

	
	 APOLLO SYLVAN II, LLC

	 a Delaware limited liability company

		
	 By:
	 	 /s/ Aaron Stone


	 Name:
	 	 Aaron Stone

	 Title:
	 	 Vice President

	
	 EDUCATE, INC.

	 a Delaware corporation

		
	 By:
	 	 /s/ Aaron Stone


	 Name:
	 	 Aaron Stone

	 Title:
	 	 Vice President










 Schedule A 
  

			
	 Name and Address of
 Purchaser

	  	 Number of Shares of
 Common Stock Purchased


	 Apollo Sylvan, LLC
	  	40,604,613
	 Apollo Sylvan II, LLC
	  	2,254,383

  

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