Agreement of Joint Filing Educate, Inc.

Exhibit 7.01

Agreement of Joint Filing

Educate, Inc.

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto and that this Agreement be included as an Exhibit to such filing.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 2nd day of October, 2006.

/s/ Xxxxxx Xxxxxxxxxxx Xxxxx-Xxxxx
Xxxxxx Xxxxxxxxxxx Xxxxx-Xxxxx
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
/s/ Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Sterling Capital Partners, L.P.
		By:	SC Partners, L.P., its general partner
		By:	Sterling Capital Partners, LLC, its general partner
By:	/s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title: Senior Managing Director

[Signature Page to Agreement of Joint Filing]

SC Partners, L.P.
		By:	Sterling Capital Partners, LLC, its general partner
By:	/s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title: Senior Managing Director
Sterling Capital Partners, LLC
By:	/s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title: Senior Managing Director
Sterling Capital Partners II, L.P.
		By:	SC Partners II, L.P., its general partner
		By:	Sterling Capital Partners II, LLC, its general partner
By:	/s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title: Senior Managing Director
SC Partners II, L.P.
		By:	Sterling Capital Partners II, LLC, its general partner
By:	/s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title: Senior Managing Director
Sterling Capital Partners II, LLC
By:	/s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title: Senior Managing Director

[Signature Page to Agreement of Joint Filing]

Citigroup Capital Partners II 2006 Citigroup Investment, L.P.
		By:	Citigroup Private Equity LP, its general partner
		By:	Citigroup Alternative Investments LLC, its general partner
By:	/s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Assistant Secretary
Citigroup Capital Partners II Employee Master Fund, L.P.
		By:	Citigroup Private Equity LP, its general partner
		By:	Citigroup Alternative Investments LLC, its general partner
By:	/s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Assistant Secretary
Citigroup Capital Partners II Onshore, L.P.
		By:	Citigroup Private Equity LP, its general partner
		By:	Citigroup Alternative Investments LLC, its general partner
By:	/s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Assistant Secretary
Citigroup Capital Partners II Cayman Holdings, L.P.
		By:	Citigroup Private Equity LP, its general partner
		By:	Citigroup Alternative Investments LLC, its general partner
By:	/s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Assistant Secretary

[Signature Page to Agreement of Joint Filing]

Citigroup Private Equity LP
		By:	Citigroup Alternative Investments LLC, its general partner
By:	/s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Assistant Secretary
Citigroup Alternative Investments LLC
By:	/s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Assistant Secretary
Citigroup Investments Inc.
By:	/s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Assistant Secretary
Citigroup Inc.
By:	/s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx
Title: Assistant Secretary

[Signature Page to Agreement of Joint Filing]