Exhibit (D)(2)

                                    CADIGAN
                               INVESTMENT PARTNERS


August 5, 2002

Socrates Acquisition Corporation
712 Fifth Avenue, 45/th/ Floor
New York, NY 10019
Attn: Mr. Jeffrey Ott
      Mr. Pericles Navab

      Re: Transaction Involving Nobel Learning Communities, Inc.

Gentlemen:

      We welcome the opportunity to partner with Socrates Acquisition
Corporation, a Delaware corporation ("Socrates"), to complete a transaction
whereby Socrates will merge with and into (the "Merger") Nobel Learning
Communities, Inc. (together with its subsidiaries, the "Company") pursuant to
the terms and conditions of a Merger Agreement of even date herewith between
Socrates and the Company (the "Merger Agreement"). Capitalized terms used but
not defined herein shall have the meaning given them in the Merger Agreement.

      1. This letter will confirm the commitment of Cadigan Investment Partners,
Inc. and its affiliates (collectively, "Cadigan") to purchase equity securities
of Socrates representing 6% of its common equity for an aggregate purchase price
of $3 million (the "Committed Amount"). Cadigan may allocate a portion of its
investment to other investors including the management team of the Company and
certain other current investors in the Company, if not otherwise prohibited by
law or the Merger Agreement, but such allocation shall not reduce Cadigan's
commitment if such other investors do not take up and pay for their allocation.
Except as expressly provided in paragraph 3 hereof, the proceeds of our equity
financing shall be used solely as part of the equity contribution required to
consummate the Merger.

      2. Except as provided in paragraph 3, Cadigan's obligations under this
letter are subject to the satisfaction of all conditions precedent to Socrates'
obligations under the Merger Agreement (including the debt financing condition
but excluding the equity financing condition). In the event that the Merger is
not consummated for any reason, including a breach by Socrates of its
obligations under the Merger Agreement, Cadigan shall have no obligation under
this letter except as provided in paragraph 3 hereof. Except as provided in
paragraph 3, this commitment will terminate upon the termination of Socrates'
obligations under the Merger Agreement.

      3. If Socrates willfully and materially breaches its obligations under the
Merger Agreement and, as a result thereof, the Closing shall not have occurred,
Cadigan agrees to pay to the Company up to $750,000 of the damages, if any, that
Socrates becomes obligated to pay to



Socrates Acquisition Corporation
August __, 2002
Page 2


the Company as a result of such breach, but Cadigan shall not otherwise be
obligated to fund any portion of the Committed Amount in accordance with the
terms of this letter or have any other obligations to Socrates or the Company
whatsoever as a result of such breach. The obligations under the preceding
sentence shall terminate 30 days after termination of the Merger Agreement,
unless prior to such time the Company has given written notice to Socrates of
any claims for breach of the Merger Agreement.

     4. Nothing set forth in this letter shall be construed to confer upon or
give to any person other than Socrates any rights or remedies under or by reason
of this commitment; provided, however, that the Company shall be an express
third party beneficiary of this agreement and therefore this commitment may not
be amended or terminated and may not be waived without the express written
consent of the Company.

     5. In consideration of us providing this commitment, Socrates has agreed to
negotiate in good faith the terms of a subscription agreement, a stockholders
agreement and such further agreements, certificates, legal opinions and other
documents as may be necessary or desirable in connection with the equity
financing contemplated hereby.

                                         Very truly yours,

                                         CADIGAN INVESTMENT PARTNERS, INC.



                                         By: /s/ Michael T. Tokarz
                                             -----------------------------------
                                             Michael T. Tokarz
                                             Chairman

                                             /s/ Pericles Navab
                                             -----------------------------------
                                             Pericles Navab
                                             President

Accepted:

SOCRATES ACQUISITION CORPORATION


By: /s/ David Luttway
    --------------------------------
    David Luttway
    Co-President