NOBEL LEARNING COMMUNITIES INC
FIFTH AMENDMENT, DATED AS OF MAY 28, 2003
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>7
<FILENAME>dex108.txt
<DESCRIPTION>FIFTH AMENDMENT, DATED AS OF MAY 28, 2003
<TEXT>
<PAGE>

                                                                    Exhibit 10.8

                     FIFTH AMENDMENT TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

     THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Amendment") is made effective as of the __ day of May, 2003, by and
among NOBEL LEARNING COMMUNITIES, INC. ("Nobel"), NEDI, INC. ("NEDI"), MERRYHILL
SCHOOLS NEVADA, INC. ("Merryhill Nevada"), PALADIN ACADEMY, L.L.C., formerly
known as Nobel Learning Solutions, L.L.C. ("Paladin"), NOBEL EDUCATION DYNAMICS
FLORIDA, INC. ( "Nobel Florida"), THE ACTIVITIES CLUB, INC. ("TAC"), HOUSTON
LEARNING ACADEMY, INC. ("Houston"), NOBEL SCHOOL MANAGEMENT SERVICES, INC.
("Nobel Management"), NOBEL LEARNING TECHNOLOGIES, INC. ("Nobel Technologies")
(jointly and severally, "Borrowers"), FLEET NATIONAL BANK, as successor by
merger to Summit Bank, as Agent ("Agent") and Lenders named on the signature
pages hereto (collectively, "Lenders").

                                   BACKGROUND

     A.   Nobel, NEDI, Merryhill Schools, Inc., Merryhill Nevada, Paladin, Nobel
Florida, TAC and Agent are parties to that certain Amended and Restated Loan and
Security Agreement dated March 9, 1999, as amended by (i) that certain First
Amendment to Amended and Restated Loan and Security Agreement dated December 17,
1999, (ii) that certain Second Amendment to Amended and Restated Loan and
Security Agreement dated May 24, 2000, (iii) that certain Third Amendment to
Amended and Restated Loan and Security Agreement dated May 24, 2001, and (iv)
that certain Fourth Amendment to Amended and Restated Loan and Security
Agreement dated as of July 5, 2001 (such Amended and Restated Loan and Security
Agreement, as amended and as the same may be further amended, supplemented or
restated from time to time, being the "Loan Agreement").

     B.   Borrowers, Agent and Lenders desire to further amend the Loan
Agreement in accordance with the terms and conditions hereof.

     C.   Capitalized terms used herein and not otherwise defined shall have the
meanings provided for such terms in the Loan Agreement.

     NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:

     1.   Waiver of Existing Covenant Defaults.

     The Events of Default resulting from Borrowers' failure to comply with the
financial covenants (a) set forth in Article 10 of the Loan Agreement for the
period ending December 31, 2002, and (b) set forth in Article 10 of the Loan
Agreement for the period ending March 31, 2003, are hereby waived. Nothing
contained herein constitutes a waiver of, or an agreement or commitment by Agent
or any Lender to waive or release Borrowers from compliance with any other
terms, conditions or covenants of the Loan Agreement or any of the other Loan
Documents

<PAGE>

or of the financial covenants for any other period after the date hereof or an
agreement or commitment by Agent or any Lender to grant any future waivers or
releases to Borrowers.

     2.   Elimination of LIBOR Rate Option.

          Notwithstanding anything to the contrary contained in the Loan
Agreement or any of the Loan Documents, as of the date hereof and at all times
hereafter, Borrowers will not request and Agent and Lenders will not be
obligated to make any advances to Borrowers under the Loans accruing interest at
the LIBOR Rate. The rate period for Loans currently accruing interest at the
LIBOR Rate will be permitted to expire in the ordinary course, provided that any
pre-payments or acceleration of such Loans will be subject to contractual
breakage or any other charges or fees provided under the Loan Agreement.

     3.   $5,000,000.00 Capital Infusion.

          Notwithstanding anything to the contrary in the Loan Agreement,
Borrowers shall obtain an infusion of capital of not less than $5,000,000.00
(the "Capital Infusion") on terms and conditions reasonably acceptable to the
Agent. The proceeds of this Capital Infusion shall be applied first, to reduce
the amounts outstanding under the Consolidated Working Capital Facility, and
second, to the extent of any remaining proceeds, to fund a cash collateral
account (the "Cash Collateral Account"). The Cash Collateral Account shall be
held by Agent in a segregated, collateralized, non-interest bearing account over
which the Borrowers shall have no dominion or control; provided that the
proceeds of the Cash Collateral Account shall be available to Borrowers on a
daily basis to fund any amounts which otherwise would be advanced under the
Consolidated Working Capital Facility until the Cash Collateral Account is
exhausted. Borrowers hereby acknowledge and agree that the Cash Collateral
Account is pledged to Agent for the benefit of Lenders, that Agent holds a
valid, enforceable and perfected security interest in and to the Cash Collateral
Account and that the proceeds of the Cash Collateral Account may be used to
repay any Lender Obligations following an Event of Default.

     4.   Amended Definitions.

     a).  The following definitions contained in Article 1 of the Loan Agreement
are hereby amended to read, in their entirety, as follows:

          "1.18 "EBITDA" means, for any period, combined aggregate earnings for
          Borrowers for such period (excluding extraordinary earnings), plus the
          aggregate amount deducted for such period in determining such earnings
          in respect of (a) Interest Expense, (b) income taxes, (c) depreciation
          expense, (d) amortization expense, all determined in accordance with
          GAAP, and (e) non-recurring transaction fees, write-down of goodwill,
          or other non-recurring expenses incurred in the disposition of schools
          included in Borrowers' managed assets.

                                      -2-

<PAGE>

          1.30 "Floating Rate Margin" means one of the following margins
          determined based on the ratio of Borrowers' Total Funded Indebtedness
          to EBITDA from time to time:

          Ratio of Total Funded
          Indebtedness to EBITDA            Floating Rate Margin
          ------------------------          --------------------
          **** 3.50                           200 basis points
          *    3.50 but  3.00                 150 basis points
          *    3.00 but  2.50                 100 basis points
          *    2.50 but  2.00                  75 basis points
          *    2.00 but  1.50                  50 basis points
          *    1.50                            25 basis points

* denotes less than
**** denotes greater than or equal to

          1.35 "Interest Coverage Ratio " means for any period, the rate of (a)
          EBIT to (b) Interest Expense.

          1.36 "Interest Expense" means for any period, the amount of interest
          paid on Indebtedness by Borrowers for such period, determined in
          accordance with GAAP, but excluding (i) any previously capitalized
          interest or fees related solely to prior amendments to the Loan
          Agreement which must currently be expensed in accordance with GAAP;
          and (ii) that portion of interest expense related solely to the
          amortization of the Waiver Fee associated with the Fifth Amendment to
          Amended and Restated Loan and Security Agreement dated as of May 28,
          2003.

          1.53 "Permitted Acquisition" means an acquisition by any Borrower (i)
          which has been previously approved and consented to in writing by
          Agent in its sole and absolute discretion and (ii) funded solely from
          sources other than Borrowers or under the Loans."

     5.   Additional Definitions. The following definitions shall be added to
Article 1 of the Loan Agreement in the proper alphabetical order:

     "EBIT" means for any period, combined aggregate earnings of Borrowers for
such period (excluding extraordinary earnings) plus the aggregate amount
deducted for such period in determining such earnings in respect of (a) Interest
Expense, (b) income taxes, and (c) non-recurring transaction fees, write-down of
goodwill, or other non-recurring expenses incurred in the disposition of schools
included in Borrowers' managed assets.

     "EBITDAR" means, for any period, EBITDA plus aggregate rent expenses of
Borrowers for such period."

                                      -3-

<PAGE>

     6.   Acquisition Credit Facility. Section 3.3(c) of the Loan Agreement is
amended to read, in its entirety, as follows:

     "(c) The Acquisition Credit Facility Term Loan will mature on December 31,
     2003 and all sums outstanding under the Acquisition Credit Facility must be
     repaid in full on or before such date."

     7.   Letters of Credit. Section 3.8(a) of the Loan Agreement is amended to
read, in its entirety, as follows:

     "(a) Issuing Bank may issue for the account of Borrowers under the
     Consolidated Working Capital Credit Facility, commercial, documentary,
     automatically renewable or standby letters of credit in form and content
     satisfactory to Issuing Bank, at its sole discretion, with a term not to
     exceed the earlier to occur of (i) twenty-four (24) months, or (ii) the
     expiration date of the Consolidated Working Capital Contract Period.
     Notwithstanding the foregoing, at no time shall the (x) aggregate face
     amount of all outstanding letters of credit issued under the Consolidated
     Working Capital Credit Facility exceed Three Million Dollars
     ($3,000,000.00); and (y) outstanding principal balance of the Consolidated
     Working Capital Credit Facility, plus the aggregate face amount of all
     outstanding letters of credit issued under Consolidated Working Capital
     Credit Facility exceed the amount of the loans and extensions of credit
     then available to Borrowers under the Consolidated Working Capital Credit
     Facility pursuant to Section 3.1 above."

     8.   Payments on the Acquisition Credit Facility. Section 6.3 of the Loan
Agreement is amended to read, in its entirety, as follows:

          "6.3 Principal and Interest Payments on the Acquisition Credit
               Facility.

          (a)  During the Acquisition Credit Facility Advance Period, Borrowers
          will pay interest on that portion of the principal advanced under the
          Acquisition Credit Facility which has not previously been converted to
          an Acquisition Credit Facility Term Loan monthly, on the first day of
          each calendar month, commencing on the first day of the first calendar
          month following the initial advance thereunder and on the last day of
          each Rate Period, as applicable.

          (b)  Borrowers shall repay the outstanding principal balance of any
          Acquisition Credit Facility Term Loan selected by Borrowers on or
          before December 31, 2003, in accordance with Section 3.3(c) above, in
          quarterly installments, each in the amount of $829,721.50, commencing
          July 1, 2003 and continuing on the first Business Day of each calendar
          quarter until maturity, plus accrued and unpaid interest on such
          Acquisition Credit Facility Term Loan to the date of such payment at
          the applicable rate set forth in Section 5.3(b) above.

                                      -4-

<PAGE>

          (c)  On December 31, 2003, Borrowers shall pay in full the outstanding
          principal balance of the Acquisition Credit Facility (including,
          without limitation, any Acquisition Credit Facility Term Loan),
          together with all accrued and unpaid interest thereon and all other
          sums due in connection therewith."

     9.   Letter of Credit Fees. Section 6.8 of the Loan Agreement is amended to
read, in its entirety, as follows:

          "6.8 Letter of Credit Fees. For each issuance or renewal of a letter
          of credit hereunder, Borrowers shall pay (a) with respect to letters
          of credit issued prior to May 1, 2003, to Agent for the pro rata
          benefit of Lenders, a per annum fee, payable quarterly in advance on
          the first Business Day of each calendar quarter, the fees currently
          accruing with respect to such previously issued letters of credit; (b)
          with respect to letters of credit issued or renewed on or after May 1,
          2003, to Agent, for the pro rata benefit of Lenders, a per annum fee,
          payable quarterly in arrears on the first Business Day of each
          calendar quarter, equal to three percent (3%) of the face amount of
          any such newly issued or renewed letter of credit; (c) Issuing Bank, a
          fronting fee in an amount equal to (i) .25% per annum of the aggregate
          face amount of all outstanding letters of credit issued prior to May
          1, 2003, and (ii) for letters of credit issued or renewed on or after
          May 1, 2003, a fronting fee in an amount equal to .50% per annum, of
          the aggregate face amount of such letter of credit. All such fronting
          fees to be payable quarterly, in advance. In addition, Borrowers shall
          pay such other fees and charges in connection with the negotiation or
          cancellation of each letter of credit as may be customarily charged by
          Issuing Bank. All such fees shall be computed on the basis of a year
          of three hundred sixty (360) days for the number of days actually
          elapsed."

     10.  Usage and Waiver Fees. Section 6.9 of the Loan Agreement is amended in
its entirety as follows:

          "6.9 Usage and Waiver Fees.

          (a)  Usage Fee. Borrowers shall unconditionally pay to Agent for the
          pro rata benefit of Lenders a fee equal to the Applicable Percentage
          of the average daily unused portion of the Consolidated Working
          Capital Credit Facility and the Acquisition Credit Facility (which
          shall be calculated based on the maximum amount then available to be
          borrowed by Borrowers thereunder, taking into account any reductions
          of the Acquisition Credit Facility required or permitted under this
          Agreement, minus the average daily outstanding principal balance of
          cash advances under the Consolidated Working Capital Credit Facility
          and the Acquisition Credit Facility for such period, minus the average
          outstanding undrawn face amount of all letters of credit issued and
          outstanding under the

                                      -5-

<PAGE>

          Consolidated Working Capital Credit Facility during such period),
          which fee shall be computed on a quarterly basis in arrears and shall
          be due and payable on the first day of each calendar quarter
          commencing on July 1, 2003. Such fee shall be computed on the basis of
          a year of 360 days for the number of days actually elapsed.

          (b)  Waiver Fee. Borrowers shall unconditionally pay to Agent for the
          pro rata benefit of Lenders a waiver fee (the "Waiver Fee") equal to
          one percent (1%) of the maximum amount of all Credit Facility
          Commitments outstanding on May 28, 2003. Such Waiver Fee is fully
          earned and non-refundable and is due and payable as follows: (a)
          $135,960.00 on the date hereof, and (b) $203,940.00 on the earlier to
          occur of (i) the acceleration of Lender Indebtedness following the
          occurrence of an Event of Default, or (ii) January 1, 2004, provided
          that any amount remains due and owing under this Agreement or the Loan
          Documents at such time."

     11.  Ownership Interests; Dividends. Section 9.17 of the Loan Agreement is
amended in its entirety, as follows:

          "9.17 Ownership Interests; Dividends. No Borrower will redeem,
          repurchase or otherwise make any payment or distribution to acquire
          any of its or any other Borrower's ownership interests, except for a
          Permitted Purchase. No Borrower will pay cash dividends or make other
          cash distributions on account of its ownership interests, except that
          if no Event of Default or event which with the giving of notice or the
          passage of time or both would result in an Event of Default shall have
          occurred and such payment would not result in an Event of Default,
          Nobel Learning Communities, Inc. may pay cash dividends on account of
          its Series A preferred stock issued and outstanding prior to the date
          hereof in an aggregate amount not to exceed Twenty Thousand Four
          Hundred Seventy-Four Dollars ($20,474.00) per quarter or Eighty-One
          Thousand Eight Hundred Ninety-Six Dollars ($81,896.00) annually, in
          the aggregate."

     12.  Financial Covenants. Article 10 of the Loan Agreement is amended to
read in its entirety, as follows:

          "10. Financial Covenants. Except with the prior written consent of the
          Required Lenders, Borrowers will comply with the following:

          10.1 Leverage Ratio. Borrowers shall maintain a Leverage Ratio of not
          greater than: (a) to the extent that additional capital is raised by
          Borrowers as equity: (i) 3.50 to 1 at June 30, 2003; (ii) 3.00 to 1 at
          September 30, 2003; and (iii) 2.75 to 1 at December 31, 2003 and (b)
          to the extent that additional capital is raised by Borrowers as debt:
          (i) 3.65 to 1 at June 30, 2003; (ii) 3.25 to 1 at September 30, 2003;
          and (iii) 3.00 to 1 at December 31, 2003.

          10.2 Interest Coverage Ratio. Borrowers shall maintain an Interest
          Coverage Ratio as of the end of each fiscal quarter, determined on a
          rolling four quarter

                                      -6-

<PAGE>

          basis, of not less than: (i) 1.25 to 1 at June 30, 2003; (ii) 1.50 to
          1 at September 30, 2003; and (iii) 1.50 to 1 on December 31, 2003.

          10.3 Fixed Charge Coverage Ratio. Borrowers shall maintain a Fixed
          Charge Coverage Ratio as of the end of each fiscal quarter, determined
          on a rolling four quarter basis, of not more than 1.05 to 1.

          10.4 Capital Expenditures. Borrowers shall not cause, suffer or permit
          their aggregate Capital Expenditures to exceed, on a quarterly
          non-cumulative basis: (a) $2,000,000.00 for the quarter ended
          September 30, 2003; and (b) $1,500,000.00 for the quarter ended
          December 31, 2003.

          10.5 Adjusted Leverage Ratio. Borrowers shall maintain an Adjusted
          Leverage Ratio as of the end of each fiscal quarter, determined on a
          rolling four quarter basis, of not greater than: (a) to the extent
          that additional capital is raised by Borrowers as equity, 4.75 to 1 at
          June 30, 2003 and thereafter; and (b) to the extent that any
          additional capital is raised by Borrowers as debt (i) 4.90 to 1 at
          June 30, 2003; and (ii) 4.75 to 1 at September 30, 2003 and
          thereafter.

          10.6 [Intentionally omitted].

          10.7 Lender Indebtedness to EBITDA Ratio. Borrowers shall maintain a
          ratio of Lender Indebtedness to EBITDA as of the end of each fiscal
          quarter, determined on a rolling four quarter basis, not to exceed:
          (a) 2.30 to 1 at June 30, 2003; (b) 2.10 to 1 at September 30, 2003;
          and (c) 1.75 to 1 at December 31, 2003.

     13.  Events of Default.

     Section 15.1 of the Loan Agreement is amended by adding the following to
the end of such section:

          "(v) Borrowers shall not have received, on or before June 30, 2003, a
          capital infusion on terms and conditions acceptable to Agent and
          Lenders in their sole discretion of not less than $5,000,000.00, all
          proceeds of which shall be applied to reduce the outstanding principal
          balance of the Consolidated Working Capital Facility; or

          (w)  Borrowers shall not have received, on or before August 31, 2003,
          a capital infusion on terms and conditions acceptable to Agent and
          Lenders in their sole discretion of not less than $4,000,000.00, all
          proceeds of which shall be applied to reduce the outstanding principal
          balance of the Acquisition Credit Facility Term Loan as a permanent
          reduction."

     14.  Participations and Assignments. Section 16.21 of the Loan Agreement is
amended in its entirety as follows:

          "16.21 Participations and Assignments.

          (a)  Each Lender may at any time grant participations of its Pro Rata
          Share in and to its interest under this Agreement (collectively,
          "Participations") to any

                                      -7-

<PAGE>

          other lending office of such Lender or to any other bank, lending
          institution or other entity which the granting Lender reasonably
          determines has the requisite sophistication to evaluate the merits and
          risks of investments in Participations("Participants "); provided,
          however, that (i) all amounts payable by Borrowers to each Lender
          hereunder and voting rights of each Lender hereunder shall be
          determined as if such Lender had not granted such Participation; (ii)
          any agreement pursuant to which any Lender may grant a Participation
          (A) shall provide that such Lender is not delegating and therefore
          shall retain the sole right and responsibility to exercise all of its
          rights and privileges under this Agreement, including, without
          limitation, the right to approve any amendment, modification or waiver
          of any provisions of this Agreement and (B) shall not release or
          discharge such Lender from its duties and obligations, which shall
          remain absolute, hereunder, including its obligation to make advances
          hereunder; and (iii) upon entering into any such Participation, the
          Lender granting such participation shall give thirty (30) days' prior
          written notice thereof to Agent.

          (b)  Each Lender may at any time assign all or any portion of its Pro
          Rata Share (together with its rights and obligations with respect
          thereto) and its right, title and interest therein and in and to this
          Agreement and the other Loan Documents to a Lender or any Affiliate of
          a Lender, or to any other bank or financial institution, in each case
          with thirty (30) days' prior written notice to Agent and Borrowers and
          subject to the prior written consent of Agent which shall not be
          unreasonably withheld; provided, however, that (i) any assignment to
          another Lender (which is then a party to this Agreement) or to any
          other bank or financial institution shall be in the minimum amount of
          Two Million Dollars ($2,000,000.00), (ii) the parties to such
          assignment shall execute an Assignment and Acceptance in the form of
          Exhibit "H" hereto and such other documents reasonably requested by
          Agent, and Borrowers shall execute such replacement Notes, amendments
          and other items as may be requested by Agent, and (iii) the parties to
          the assignment shall pay Agent a processing fee of Three Thousand Five
          Hundred Dollars ($3,500.00) at the time of providing such assignment
          to Agent.

          (c)  Notwithstanding anything to the contrary contained herein, each
          Lender may at any time collaterally assign all or any portion of its
          rights under this Agreement and its Notes to any Federal Reserve Bank
          to secure overnight deposits, provided that no such assignment shall
          release the assigning Lender from its obligations hereunder.

          (d)  In connection with any potential assignment or Participation by
          any Lender of its Pro Rata Share of interests in this Agreement, such
          Lender shall obtain Borrowers' consent, which shall not be
          unreasonably withheld or delayed, prior to delivery to any potential
          assignee or Participant of any information regarding Borrowers which
          is not otherwise available in the public domain."

     15.  Additional Documents. Borrowers covenant and agree to execute and
deliver or cause to be executed and delivered to Agent any and all documents as
Agent shall request in

                                      -8-

<PAGE>

connection with the execution and delivery of this Amendment or any other
documents in connection herewith.

     16.  Other References. All references in the Loan Agreement and the other
Loan Documents to the term "Loan Documents" shall mean the Loan Documents as
defined therein and this Amendment, including the Consolidated Working Capital
Credit Facility Notes, and any and all other documents executed and delivered by
Borrowers pursuant to and in connection herewith. All references in the Loan
Agreement and all the Loan Documents to the term "Lender Indebtedness" shall
include, but shall not be limited to, all obligations and liabilities of
Borrowers to Lenders under the Consolidated Working Capital Credit Facility
Notes, the other Notes and the Loan Agreement, as amended hereby. All references
in the Loan Agreement and all the Loan Documents to the term "Notes" shall
include, but shall not be limited to, the Consolidated Working Capital Credit
Facility Notes. All references in the Loan Agreement and all the Loan Documents
to the term "Working Capital Credit Facility A" and the term "Working Capital
Credit Facility B" and the term "Working Capital Credit Facilities" shall be
deemed references to the Consolidated Working Capital Credit Facility.

     17.  Further Agreements and Representations. Borrowers do hereby:

          (a)  ratify, confirm and acknowledge that the Loan Agreement, as
amended, and the other Loan Documents continue to be and are valid, binding and
in full force and effect;

          (b)  covenant and agree to perform all obligations of Borrowers
contained herein and under the Loan Agreement, as amended, and the other Loan
Documents;

          (c)  acknowledge and agree that the principal amount of $2,821,000.00
is presently outstanding under the Consolidated Working Capital Facility, the
principal amount of $13,275,640.00 is presently outstanding under the
Acquisition Credit Facility Term Loan, and the principal amount of
$10,714,286.00 is presently outstanding under the Term Loan, and that Borrowers
have no defense, set-off, counterclaim or challenge against the payment of any
sums owing under Loan Documents, the enforcement of any of the terms of the Loan
Agreement, as amended, or the other Loan Documents;

          (d)  represent and warrant that (except to the extent of events of
default waived pursuant to Section 1 of this Amendment), no Event of Default or
event which with the giving of notice or passage of time or both would
constitute such an Event of Default exists and all information described in the
foregoing Background is true, accurate and complete;

          (e)  acknowledge and agree that nothing contained herein and no action
taken pursuant to the terms hereof are intended to constitute a novation of the
Loan Agreement or any of the other Loan Documents, and (except to the extent of
events of default waived pursuant to Section 1 of this Amendment), do not
constitute a release, termination or waiver of any of the rights or remedies
granted to Agent therein, which rights and remedies are hereby ratified,
confirmed, extended and continued as security for the obligations of Borrowers
to Agent and Lenders under the Loan Agreement and the other Loan Documents,
including, without limitation, this Amendment; and

                                      -9-

<PAGE>

          (f)  acknowledge and agree that any Borrower's failure to comply with
or perform any of its covenants, agreements or obligations contained in this
Amendment shall constitute an Event of Default under the Loan Agreement and each
of the Loan Documents.

     18.  Costs and Expenses. Upon execution of this Amendment, Borrowers shall
pay to Agent all out-of-pocket costs and expenses incurred by Agent in
connection with the review, preparation and negotiation of this Amendment and
all documents in connection therewith, including, without limitation, all of
Agent's reasonable attorneys' fees and out-of-pocket expenses.

     19.  Release. Each Borrower hereby fully, finally and forever acquits,
quitclaims, releases and discharges each Lender and its respective officers,
directors, employees, agents, successors and assigns, in their capacities as
such, of and from any and all obligations, claims, liabilities, damages,
demands, debts, liens, deficiencies or cause or causes of action to, of or for
the benefit (whether directly or indirectly) of any Borrower, at law or in
equity, known or unknown, contingent or otherwise, whether asserted or
unasserted, whether now known or hereafter discovered, whether statutory, in
contract or in tort, as well as any other kind or character of action now held,
owned or possessed (whether directly or indirectly) by any Borrower on account
of, arising out of, related to or concerning, whether directly or indirectly,
proximately or remotely (i) the negotiation, review, preparation or
documentation of the Loan Agreement, this Amendment and the Loan Documents or
any other documents or agreements executed in connection therewith, (ii) the
administration of the Loan Documents, (iii) the enforcement, protection or
preservation of Lender's rights under the Loan Documents, or any other documents
or agreements executed in connection therewith, and/or (iv) any action or
inaction by Lender in connection with any such documents, instruments and
agreements.

     20.  Inconsistencies. To the extent of any inconsistency between the terms,
conditions and provisions of this Amendment and the terms, conditions and
provisions of the Loan Agreement or the other Loan Documents, the terms,
conditions and provisions of this Amendment shall prevail. All terms, conditions
and provisions of the Loan Agreement and the other Loan Documents not
inconsistent herewith shall remain in full force and effect and are hereby
ratified and confirmed by Borrowers.

     21.  Construction. All references to the Loan Agreement therein or in any
other Loan Documents shall be deemed to be a reference to the Loan Agreement as
amended hereby.

     22.  No Waiver. Except for the waiver expressly set forth above, nothing
contained herein and no actions taken pursuant to the terms hereof are intended
to nor shall they constitute a waiver by Agent of any rights or remedies
available to Agent at law or in equity or as provided in the Loan Agreement or
the other Loan Documents.

     23.  Binding Effect. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

     24.  Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

                                      -10-

<PAGE>

     25.  Headings. The headings of the sections of this Amendment are inserted
for convenience only and shall not be deemed to constitute a part of this
Amendment.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first above written.

                                        BORROWERS:
                                        ---------
                                        NOBEL LEARNING COMMUNITIES, INC.


                                        By:
                                             -----------------------------------
                                             William E. Bailey,
                                             Executive Vice President


                                        NEDI, INC.


                                        By:
                                             -----------------------------------
                                        Name/Title:
                                                     ---------------------------


                                        MERRYHILL SCHOOLS NEVADA, INC.


                                        By:
                                             -----------------------------------
                                             John R. Frock, Treasurer


                                        HOUSTON LEARNING ACADEMY, INC.


                                        By:
                                             -----------------------------------
                                             John R. Frock, Vice President


                                        PALADIN ACADEMY, L.L.C.
                                        By:  NOBEL LEARNING COMMUNITIES,
                                             INC., its sole member


                                        By:
                                             -----------------------------------
                                        Name/Title:  William E. Bailey,
                                        Executive Vice President


                    (SIGNATURES CONTINUED ON FOLLOWING PAGE)

                                      -11-

<PAGE>

                                        NOBEL SCHOOL MANAGEMENT SERVICES, INC.


                                        By:
                                             -----------------------------------
                                             William E. Bailey, Treasurer


                                        NOBEL LEARNING TECHNOLOGIES, INC.


                                        By:
                                             -----------------------------------
                                             William E. Bailey, Treasurer


                                        NOBEL EDUCATION DYNAMICS FLORIDA, INC.


                                        By:
                                             -----------------------------------
                                             William E. Bailey, Vice President


                                        THE ACTIVITIES CLUB, INC.


                                        By:
                                             -----------------------------------
                                             John R. Frock, President


                                        AGENT:
                                        -----


                                        FLEET NATIONAL BANK, as successor by
                                        merger to Summit Bank, as Agent


                                        By:
                                             -----------------------------------
                                        Name/Title:
                                                     ---------------------------


                                        LENDERS:
                                        -------


                                        FLEET NATIONAL BANK, as successor by
                                        merger to Summit Bank


                                        By:
                                             -----------------------------------
                                        Name/Title:
                                                     ---------------------------


                                        COMMERCE BANK, N.A.


                                        By:
                                             -----------------------------------
                                        Name/Title:
                                                     ---------------------------


                                      -12-

</TEXT>
</DOCUMENT>
