As you know, in a letter dated September 22, 2008 Knowledge Learning Corporation (KLC) expressed an interest in pursuing a strategic business combination with Nobel Learning Communities, Inc. (Nobel). Subsequently, Nobel announced a process to explore the potential sale of the company and thus invited bids for Nobel. This letter supersedes our September 22, 2008 letter.

KLC is prepared to pursue a transaction to acquire all of the outstanding shares of Nobel’s common stock for $13.50 per share in cash. Our proposed transaction is subject to a) the parties negotiating and entering into a mutually acceptable merger agreement with customary representations, warranties, covenants and conditions; b) execution of mutually agreeable employment agreements with certain members of Nobel’s senior management team and acknowledgement of continued employment by a substantial number of other key employees; c) receipt of all applicable governmental and third party approvals; d) approval by our Board of Directors of the agreements referred to above; e) termination of Nobel’s rights plan; and f) approval of the shareholders and Board of Nobel. Our proposed transaction is not subject to a financing condition. Our proposal assumes that other than as described in Nobel’s most recent Form 10-K, there are no shares or options outstanding or other outstanding securities or interests convertible into Nobel shares.

In formulating this proposal, we have taken into account the following factors since our original offer:
1) We have analyzed publicly available information, including the last two Nobel earnings reports and investor calls, and noted the continued enrollment declines;
2) We have visited a number of Nobel’s schools and have had the opportunity to see and better understand the implementation of Links to Learn and Learning without Walls, as well as Nobel’s “cluster” strategy of its preschool and K+ footprint; and
3) We have considered the dramatically worsening economy and an assessment of its impact and potential future impact on Nobel’s business. In the last six months, the Dow and the NASDAQ have each dropped approximately 40% and 3.2 million additional jobs have been lost, with unemployment now at 8.1%. This has had an unprecedented impact on valuations of companies.

We continue to be prepared to quickly move forward to effect a definitive merger agreement.

We remain confident that a combination of our businesses would benefit the shareholders and employees of both of our companies. Please understand that this offer will be null and void in the event it is not accepted by March 19, 2009. We look forward to your definitive response by that date.

We are extremely disappointed at Knowledge Learning Corporation's letter, especially since we had numerous school tours and meetings with its representatives, we extended at Knowledge Learning Corporation's request on more than one occasion the time frame for submitting proposals which we had communicated to it and other interested parties, and this is the first we have heard that it was severely reducing its proposed price. This is particularly disconcerting to us since Knowledge Learning Corporation declined our repeated offers to share with it material non-public information about our Company in order to enable it to better understand our strategy, prospects and value. Although we clearly recognize the impact of the weak economy on the capital markets and our business, we continue to perform at the top end of our industry and remain optimistic about our ability to execute our strategic plans and to deliver long-term value to our stockholders as an independent company.