<PAGE>

                                                                  EXECUTION COPY

                                                                   Exhibit 10.47

                                 FIRST AMENDMENT
                        TO REGISTRATION RIGHTS AGREEMENT

     This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "First
Amendment"), is entered into this 9th day of September, 2003, by and among Nobel
Learning Communities, 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 June 17, 2003
(collectively, the "Original Agreement");

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

     WHEREAS, in connection with the execution of the Series F 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 1. The following definition is hereby added to Section 1 of the
Original Agreement, following the definition of "Selling Expenses":

     ""Series F Preferred Stock" shall mean the Company's Series F Convertible
     Preferred Stock, $0.001 par value per share."

     2. Section 4(b). The parenthetical "(for both sections)" in Section 4(b) of
the Original Agreement is hereby deleted.

     3. Section 4(c). Section 4(c) of the Original Agreement is hereby amended
and restated in its entirety as follows:

     "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 September 9, 2003, provided that such inclusion shall not
     affect the number 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 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
     Restricted Stock that, in the

<PAGE>

                                                                  EXECUTION COPY

     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 on September 9, 2003 and (iii) third, any
     other Common Stock requested to be included in such registration."

     4. Section 5(a). The phrase "the date hereof" in the third sentence of
Section 5(a) of the Original Agreement is hereby deleted and replaced with
"September 9, 2003".

     5. Section 5(a). The penultimate sentence of Section 5(a) of the Original
Agreement is hereby amended and restated in its entirety to read as follows:

     "Notwithstanding the provisions of this Section 5(a), if the registration
     was initiated by the Company at the request of a person or persons entitled
     to demand rights as of September 9, 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
     be pari passu with the holders of Series F Preferred Stock, if any, who
     have exercised their rights to incidental registration under Section 5 of
     the Registration Rights Agreement dated as of September 9, 2003, among the
     Company and the investors named therein (pro rata among the requesting
     holders based upon the number of shares of Restricted Stock owned by such
     holders and the shares of Common Stock issuable upon conversion of the
     Series F Preferred Stock held by holders of such securities) and have
     priority over any other persons holding securities requested to be included
     in such registration."

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

     7. 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.

     8. 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]

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment to Registration Rights Agreement as of the date first written above.

                                     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

                                     CAMDEN PARTNERS STRATEGIC FUND
                                     II-A, L.P.

                                     By:     Camden Partners Strategic II, LLC,
                                             its general partner


                                     By: /s/ David L. Warnock
                                         ---------------------------------------
                                             David L. Warnock
                                             Managing Member

                                     CAMDEN PARTNERS STRATEGIC FUND
                                     II-B, L.P.

                                     By:     Camden Partners Strategic II, LLC,
                                             its general partner


                                     By: /s/ David L. Warnock
                                         ---------------------------------------
                                             David L. Warnock
                                             Managing Member