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                                                                   Exhibit 10.19

                                                                  EXECUTION COPY

                                SECOND AMENDMENT
                                ----------------
                        TO REGISTRATION RIGHTS AGREEMENT
                        --------------------------------

     This SECOND AMENDMENT TO REGISTRATION RIGHTS 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 Registration Rights Agreement, dated as of August 19, 1994, as
amended on February 23, 1996 (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 4(c). Section 4(c) of the Original Agreement is hereby amended
and restated in its entirety to read as follows:

     "(c) The Company may not include in any registration statement referred to
     in this Section 4 any shares of Common Stock to be sold for the account of
     any person not entitled as of June 17, 2003 to registration rights with
     respect to such shares. The Company may include in any registration
     requested pursuant to this Section 4 hereof any shares of Common Stock for
     sale for its own account or for the account of any other person entitled to
     "piggy-back" or "incidental rights" as of June 17, 2003, provided that such
     inclusion shall not affect the number of shares of Restricted Stock that
     can be sold in the related offering. In connection with an underwritten
     offering, if the managing underwriter advises the Company in writing that
     in its opinion the number of shares of Restricted Stock requested by the
     holders of Restricted Stock to be registered exceeds the number which can
     be sold in such offering, the Company shall include in such registration
     statement the number of shares of Restricted Stock that, in the opinion of
     the managing underwriter, can be sold as follows: (i) first, the Restricted
     Stock requested to be registered, pro rata among the holders of Restricted
     Stock that have requested their Restricted Stock to be registered, (ii)
     second, Common Stock requested to be registered by holders of existing
     registration rights as of June 17, 2003 and (iv) third, any other Common
     Stock requested to be included in such registration. Except for
     registration statements on Form S-4, S-8 or any

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     successor thereto, registration statements registering securities to be
     issued by the Company to the seller or sellers in connection with an
     acquisition by the Company and registration statements required to be filed
     for holders of Common Stock who, as of June 17, 2003, are entitled to
     "demand" registration rights, the Company will not file with the Commission
     any other registration statement with respect to its Common Stock, whether
     for its own account or that of other stockholders, from the date of receipt
     of a notice from requesting holders pursuant to this Section 4 until the
     completion of the period of distribution of the registration contemplated
     thereby."

     2.   Section 5. Section 5 of the Original Agreement is hereby amended by
inserting the following after the last sentence:

     "Notwithstanding the provisions of this Section 5, if the registration was
     initiated by the Company at the request of a person or persons entitled to
     demand rights as of June 17, 2003 exercising such demand rights, priority
     in underwriter cutbacks with respect to such registration shall be governed
     by the provisions of their particular agreement providing for such demand
     rights, provided that the holders of Restricted Stock that have requested
     inclusion of their Restricted Stock to be included therein shall have
     priority over any other persons holding securities requested to be included
     in such registration."

     3.   Sections 5 and 6. In Sections 5 and 6, all references to "August 19,
1994" are deleted and replaced with "June 17, 2003."

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

     5.   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.

     6.   Governing Law. This First Amendment shall be governed by and construed
in accordance with the laws of the State of Delaware.


                         [SIGNATURES ON FOLLOWING PAGE]

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment to Registration Rights 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