NOBEL LEARNING COMMUNITIES INC
FIRST AMENDMENT DATED AS OF JUNE 17, 2003
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>22
<FILENAME>dex1044.txt
<DESCRIPTION>FIRST AMENDMENT DATED AS OF JUNE 17, 2003
<TEXT>
<PAGE>

                                                                   Exhibit 10.44

                                                                  EXECUTION COPY

                                 FIRST AMENDMENT
                                 ---------------
                   TO SERIES C CONVERTIBLE PREFERRED STOCK AND
                   -------------------------------------------
                     COMMON STOCK WARRANT PURCHASE AGREEMENT
                     ---------------------------------------

     This FIRST AMENDMENT TO SERIES C CONVERTIBLE PREFERRED STOCK AND COMMON
STOCK WARRANT PURCHASE AGREEMENT (the "First Amendment"), is entered into this
17th day of June, 2003, by and among Nobel Learning Communities, Inc., formerly
Nobel Education Dynamics, Inc., a Delaware corporation (the "Company"), and the
individuals and/or entities that are parties to the Original Agreement (as
defined below).

                               B A C K G R O U N D

     WHEREAS, the Company and certain other individuals and/or entities are
parties to a Series E Convertible Preferred Stock and Common Stock Warrant
Purchase Agreement, dated as of August 19, 1994 (the "Original Agreement");

     WHEREAS, on the date hereof, the Company and certain investors entered into
a Series E Convertible Preferred Stock Purchase Agreement (the "Series E
Purchase Agreement"); and

     WHEREAS, in connection with the execution of the Series E Purchase
Agreement, the Company and the parties to the Original Agreement desire to amend
the Original Agreement as set forth herein.

     NOW, THEREFORE, in order to implement the foregoing and in consideration of
the mutual agreements contained herein and the Original Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the other parties hereto, intending to be legally
bound hereby, agree as follows:

     1.   Section 5.17. The first sentence of Section 5.17 of the Original
Agreement is hereby amended and restated in its entirety to read as follows:

     "The Company will not purchase or set aside any sums for the purchase of,
     or pay any dividend or make any distribution on, any shares of stock other
     than (i) the cash cumulative dividends payable on the Series A Convertible
     Preferred Stock, par value $0.001 per share (the "Series A Preferred
     Stock") of the Company, (ii) the cumulative dividends payable on the Series
     E Convertible Preferred Stock, par value $0.001 per share, of the Company
     (the "Series E Convertible Preferred Stock"), including, but not limited
     to, any dividends payable on the Series E Convertible Preferred Stock in
     the form of cash and/or additional shares of the Series E Convertibles
     Preferred Stock, (iii) dividends or other distributions payable on the
     Common Stock solely in the form of additional shares of Common Stock and
     (iv) the purchase of shares of Common Stock from former employees of the
     Company who acquired such shares directly form the Company, if each such
     purchase is made pursuant to contractual rights held by the Company
     relating to the termination of employment of such former employee and the
     purchase price does not exceed the original issue price paid by such former
     employee to the Company for such shares; or redeem or otherwise acquire any
     shares of Series A Convertible Preferred Stock or Series C Convertible
     Preferred Stock except as expressly authorized in the Charter or

                                       1

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     pursuant to a purchase offer made pro rata to all holders of the shares of
     Series A Convertible Preferred Stock and Series C Convertible Preferred
     Stock on the basis of the aggregate number of outstanding shares of Series
     A Convertible Preferred Stock and Series C Convertible Preferred Stock then
     held by each such holder."

     2.   Effect of First Amendment. In all other respects, the Original
Agreement, as amended hereby, remains in full force and effect as written.

     3.   Counterparts. This First Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This document may also be
delivered by facsimile transmission with the same force and effect as if
originally executed copies of this document were delivered to all parties.

     4.   Governing Law. This First Amendment shall be governed by and construed
in accordance with the internal, domestic laws of the State of Delaware, without
reference to that state's conflict of laws provisions.

                         [SIGNATURES ON FOLLOWING PAGE]


                                       2

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     IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment to the Series C Convertible Preferred Stock and Common Stock Warrant
Purchase Agreement as of the date first written above.

                                        NOBEL LEARNING COMMUNITIES, INC.


                                        By: /s/ John R. Frock
                                            ------------------------------------
                                        Name: John R. Frock
                                        Title: Vice Chairman


                                        EDISON VENTURE FUND II, L.P.

                                        By:  Edison Partners II,
                                             its general partner


                                              By: /s/ John H. Martinson
                                                  ------------------------------
                                              Name: John H. Martinson
                                              Title: General Partner


                                        /s/ A.J. Clegg
                                        ----------------------------------------
                                        A.J. Clegg

</TEXT>
</DOCUMENT>
