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                                                                  EXECUTION COPY

                                                                     Exhibit 4.6

                       AMENDMENT NO. 5 TO RIGHTS AGREEMENT

     This Amendment No. 5 to Rights Agreement (this "Amendment"), dated as of
September 9, 2003, amends the Rights Agreement dated as of May 16, 2000 as
amended on August 4, 2002, August 5, 2002, March 12, 2003 and June 17, 2003 (the
"Rights Agreement"), between Nobel Learning Communities, Inc., a Delaware
corporation (the "Company"), and Stocktrans, Inc., as Rights Agent (the "Rights
Agent"). Terms defined in the Rights Agreement and not otherwise defined herein
are used herein as so defined.

                              W I T N E S S E T H:

     WHEREAS, on May 16, 2000, the Board of Directors of the Company authorized
the issuance of Rights to purchase, on the terms and subject to the provisions
of the Rights Agreement, shares of the Company's Preferred Stock;

     WHEREAS, on May 16, 2000, the Board of Directors of the Company authorized
and declared a dividend distribution of one Right for every share of Common
Stock of the Company outstanding on the Record Date and authorized the issuance
of one Right (subject to certain adjustments) for each share of Common Stock of
the Company issued between the Record Date and the Distribution Date;

     WHEREAS, on August 4, 2002, the Company and the Rights Agent entered into
Amendment No. 1 to the Rights Agreement;

     WHEREAS, on August 5, 2002, the Company and the Rights Agent entered into
Amendment No. 2 to the Rights Agreement;

     WHEREAS, on March 12, 2003, the Company and the Rights Agent entered into
Amendment No. 3 to the Rights Agreement;

     WHEREAS, on June 17, 2003, the Company and the Rights Agent entered into
Amendment No. 4 to the Rights Agreement;

     WHEREAS, the Distribution Date has not occurred; and

     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has approved an amendment of certain provisions of the
Rights Agreement as set forth below;

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

1.   Amendment to the second WHEREAS clause. The second WHEREAS clause is
     amended by restating it as follows:

          "WHEREAS, all references to the Common Stock herein shall also
          reference the Series A Preferred Stock, par value $.001 per share,
          Series C Preferred

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          Stock, par value $.001 per share, Series D Preferred Stock, par value
          $.001 per share, Series E Preferred Stock, par value $.001 per share
          (the "Series E Preferred Stock"), and Series F Preferred Stock, par
          value $.001 (the "Series F Preferred Stock") (all such Series of
          Preferred Stock, collectively, the "Designated Preferred"), of the
          Company on an as-converted basis."

2.   Amendment to Definition of "Acquiring Person". Section 1(a) is hereby
     amended by restating it in its entirety as follows:

          "(a)(i) "Acquiring Person" shall mean any Person or group, together
          with all Affiliates and Associates of such Person or a Person that is
          a member of such group, who or which acquires a number of shares of
          Common Stock that is equal to (A) thirteen percent (13%) or more of
          the shares of Common Stock then outstanding, in the case of a Person
          or group that as of May 16, 2000 was a Beneficial Owner of ten percent
          (10%) or less of the Common Stock outstanding as of May 16, 2000, (B)
          an additional three percent (3%) of the Common Stock then outstanding,
          in the case of a Person or group that as of May 16, 2000 was a
          Beneficial Owner of greater than ten percent (10%), but less than
          seventeen percent (17%), of the Common Stock outstanding as of May 16,
          2000, (C) twenty percent (20%) or more of the Common Stock then
          outstanding, in the case of a Person or group that as of May 16, 2000
          was a Beneficial Owner of at least seventeen percent (17%), but no
          greater than twenty percent (20%), of the Common Stock outstanding as
          of May 16, 2000, or (D) a greater percentage of the Common Stock then
          outstanding than was owned by such Person or group on May 16, 2000, in
          the case of a person or group that as of May 16, 2000 was a Beneficial
          Owner of twenty percent (20%) or more of the Common Stock outstanding
          as of May 16, 2000.

          (a)(ii) An Acquiring Person shall not include (A) the Company, (B) any
          Subsidiary of the Company, (C) any employee benefit plan of the
          Company, or of any Subsidiary of the Company, or any Person or entity
          organized, appointed or established by the Company for or pursuant to
          the terms of any such plan, (D) any Person or group who falls within
          the definition of an Acquiring Person pursuant to Section 1(a)(i), but
          falls within such definition solely as a result of a reduction in the
          number of shares of Common Stock outstanding due to the repurchase of
          shares of Common Stock by the Company unless and until such Person or
          group, after becoming aware that such Person or group has become an
          Acquiring Person as a result of such redemption or repurchase of
          Common Stock by the Company, acquires beneficial ownership of any
          additional shares of Common Stock, and (E) any Person or group who
          qualifies as an Acquiring Person pursuant to Section 1(a)(i)
          inadvertently, and who divests as promptly as practicable a sufficient
          number of shares of Common Stock so that such Person or group would no
          longer be an Acquiring Person pursuant to Section l(a)(i).

          None of the KU Group or any member of the KU Group shall be considered
          to be an Acquiring Person solely as a result of (A) the approval,
          execution and delivery of the Board Agreement, (B) the appointment, by
          members of the KU Group, of two directors on the Company's Board of
          Directors at the annual meeting of the Company's Stockholders held on
          April 2, 2003, pursuant to the terms of the Board

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          Agreement, and (C) the issuance by the Company, to the persons
          referenced in the foregoing clause (B) (in their respective capacities
          as directors of the Company, for the term expiring in 2005), of
          options to purchase Common Stock, or the exercise of such options
          issued to such persons.

          Camden shall not be considered to be an Acquiring Person solely as a
          result of (A) the approval, execution and delivery of the Series E
          Stock Purchase Agreement including, without limitation (i) the
          issuance of the Series E Preferred Stock, (ii) the conversion of the
          Series E Preferred Stock, (iii) the exercise of pre-emptive rights
          described in Section 4.6 of the Series E Preferred Stock Purchase
          Agreement, (iv) the issuance of and conversion of any additional
          shares of Series E Preferred Stock received as a dividend pursuant to
          the Certificate of Designation of the Series E Preferred; (B) being
          the Beneficial Owner of shares of Common Stock held by Camden on June
          17, 2003; and (C) the issuance by the Company, to any board
          representative of the Series E Preferred Stock (in such person or
          persons' capacity as a director of the Company), of options to
          purchase Common Stock or the exercise of such options issued to such
          person or persons.

          None of the KU Group or any member of the KU Group, Camden or Allied
          Capital (collectively, the "Series F Investors") shall be considered
          to be an Acquiring Person solely as a result of (A) the approval,
          execution and delivery of the Series F Stock Purchase Agreement
          including, without limitation (i) the issuance of the Series F
          Preferred Stock, (ii) the conversion of the Series F Preferred Stock,
          (iii) the exercise of pre-emptive rights described in Section 4.4 of
          the Series F Preferred Stock Purchase Agreement, (iv) the issuance of
          and conversion of any additional shares of Series F Preferred Stock
          received as a dividend pursuant to the Certificate of Designation of
          the Series F Preferred; (B) being the Beneficial Owner of shares of
          Common Stock held by such Person or group on September 9, 2003; and
          (C) the issuance by the Company, to any board representative of the
          Series F Preferred Stock (in such person or persons' capacity as a
          director of the Company), of options to purchase Common Stock or the
          exercise of such options issued to such person or persons.

          None of the KU Group or any member of the KU Group shall be considered
          to be an Acquiring Person solely as a result of the distribution, from
          one member of the KU Group to another member of the KU Group, of
          shares of Common Stock or Series F Preferred Stock held by such member
          (A) as of September 9, 2003, or (B) pursuant to (i) the conversion of
          the Series F Preferred Stock, (ii) the exercise of pre-emptive rights
          described in Section 4.4 of the Series F Preferred Stock Purchase
          Agreement, or (iii) the issuance of and conversion of any additional
          shares of Series F Preferred Stock received as a dividend pursuant to
          the Certificate of Designation of the Series F Preferred."

3.   Amendment to Definition of Beneficial Owner. Section 1(d) of the Rights
     Agreement is hereby amended by replacing the last paragraph of such
     Section 1(d) with the following paragraph:

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          "Notwithstanding anything in this Section 1(d) to the contrary, none
          of the Series F Investors, either individually, collectively or in any
          combination, shall be deemed to be a beneficial owner of or to
          beneficially own any securities beneficially owned, directly or
          indirectly, by any other Series F Investor regardless of any
          agreements, arrangements or understandings among any Series F
          Investors, solely by virtue of or as a result of (A) actions taken in
          furtherance of the formation of a group consisting solely of Series F
          Investors in connection with the Series F Preferred Stock Purchase
          Agreement and the transactions contemplated thereby, or (B) the
          execution of the Series F Preferred Stock Purchase Agreement;
          provided, however, that each member of the KU Group shall be deemed to
          be a beneficial owner of and to beneficially own any securities
          beneficially owned, directly or indirectly, by each other member of
          the KU Group."

4.    Amendment to Section 3(a). The last sentence of Section 3(a) of the Rights
      Agreement is hereby amended by restating it in its entirety as follows:

          "Notwithstanding anything in this Agreement to the contrary, a
          Distribution Date shall not be deemed to have occurred solely by
          virtue of (a) actions taken in furtherance of the formation of a group
          consisting solely of members of the KU Group in connection with the
          Board Agreement and the transactions contemplated thereby, (b) the
          execution of the Board Agreement, or (c) the consummation of the other
          transactions contemplated by the Board Agreement."

5.    Amendment to Definition of Camden. Section 1(mm) of the Rights Agreement
      is hereby amended by restating it in its entirety as follows:

"(mm) "Camden" shall mean, collectively, Camden Partners Strategic Fund II-A,
      L.P., Camden Partners Strategic Fund II-B, L.P., Camden Partners Holdings,
      LLC, Camden Partners, Inc., Camden Partners Equity Managers I, LLC, Camden
      Partners Strategic II, LLC, Camden Partners Hedge Fund I, LLC and any of
      their respective subsidiaries, Associates, Affiliates, designees,
      successors and assigns to all or a substantial part of their respective
      businesses of each of the foregoing, any distributes and transferees of
      shares of Common Stock, Series E Preferred Stock or Series F Preferred
      Stock held by any of the foregoing Persons, and each of their respective
      partners, stockholders, members, officers, directors, employees and
      agents."

6.    Additional Definitions. Section 1 is hereby amended to include the
      following definitions:

"(oo) "Certificate of Designation of the Series F Preferred" shall mean the
      Certificate of Designation, Preferences, and Rights of Series F
      Convertible Preferred Stock of Nobel Learning Communities, Inc. as filed
      with the Secretary of the State of the State of Delaware on the date
      hereof.

(pp)  "Series F Stock Purchase Agreement" shall mean the Series F Convertible
      Preferred Stock Purchase Agreement dated as of September 9, 2003 by and
      among the Company and the Investors, as defined therein.

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(qq)  "Allied Capital" shall mean, collectively, Allied Capital Corporation
      and any of its subsidiaries, Associates, Affiliates, designees, successors
      and assigns to all or a substantial part of their respective businesses of
      each of the foregoing, any distributees and transferees of shares of
      Common Stock, Series D Preferred Stock or Series F Preferred Stock held by
      any of the foregoing Persons, and each of their respective partners,
      stockholders, members, officers, directors, employees and agents.

(rr) "KU Group" shall mean, collectively, KU Learning, L.L.C., Knowledge
      Universe Learning Group, L.L.C., Knowledge Universe II LLC, Mollusk
      Holdings, L.L.C., Blesbok, LLC, Knowledge Universe, L.L.C., ET Holdings,
      L.L.C., ET Consolidated, L.L.C., Hampstead Associates, L.L.C., Cephalopod
      Corporation, Lawrence Investments, L.L.C., Lawrence J. Ellison, Ridgeview
      Associates, LLC, Michael R. Milken, Lowell J. Milken and any of their
      respective subsidiaries, Associates, Affiliates, designees, successors and
      assigns to all or a substantial part of their respective businesses of
      each of the foregoing, any distributees and transferees of shares of
      Common Stock or Series F Preferred Stock held by any of the foregoing
      Persons, and each of their respective partners, stockholders, members,
      officers, directors, employees and agents. For the purposes of clarity,
      from and after September 9, 2003, the KU Group shall be considered as a
      "group" for the purposes of Section 1(a)."

7.    Effectiveness. This Amendment shall be deemed effective as of the date
      first written above, as if executed on such date. Except as expressly
      amended hereby, the Rights Agreement shall remain in full force and effect
      and shall be otherwise unaffected hereby.

8.    Miscellaneous. This Amendment shall be deemed to be a contract made under
      the laws of Delaware and for all purposes shall be governed by and
      construed in accordance with the laws of such state applicable to
      contracts to be made and performed entirely within such state without
      giving effect to the principles of conflict of laws thereof. This
      Amendment may be executed in any number of counterparts, each of such
      counterparts shall for all purposes be deemed to be an original, and all
      such counterparts shall together constitute but one and the same
      instrument. If any provision, covenant or restriction of this Agreement is
      held by a court of competent jurisdiction or other authority to be
      invalid, illegal or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions of this Amendment shall remain in full force
      and effect and shall in no way be affected, impaired or invalidated.

                         [SIGNATURES ON FOLLOWING PAGE]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to
the Rights Agreement to be duly executed as of the day and year first above
written.

                                        NOBEL LEARNING COMMUNITIES, INC.


                                        By: /s/ George H. Bernstein
                                            -----------------------------
                                            Name:  George H. Bernstein
                                            Title:  Chief Executive Officer

                                        By: /s/ D. Scott Clegg
                                            ------------------------------------
                                            Name: D. Scott Clegg
                                            Title:  Vice Chairman, President and
                                                    Chief Operating Officer

                                        Attest:

                                        By: /s/Yvonne DeAngelo
                                            ------------------------------------
                                            Name:  Yvonne DeAngelo
                                            Title: Secretary

                                        STOCKTRANS, INC.


                                        By: /s/ Gina Hardin
                                            ------------------------------------
                                            Name: Gina Hardin
                                            Title:  Vice President

                                        Attest:

                                        By: /s/ Robert Winterle
                                            ------------------------------------
                                            Name:  Robert Winterle
                                            Title:  Assistant Vice President

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