X0201 42003-09-090 0000721237 NOBEL LEARNING COMMUNITIES INC NLCI 0001160267 CAMDEN PARTNERS STRATEGIC II LLC One South StreetSuite 2150BaltimoreMD212020001See Footnote 4/General Remarks 0001157600 CAMDEN PARTNERS STRATEGIC FUND II A LP One South StreetSuite 2150BaltimoreMD212020010 0001211897 CAMDEN PARTNERS STRATEGIC FUND II B LP One South StreetSuite 2150BaltimoreMD212020001See Footnote 4/General Remarks 0001025664 WARNOCK DAVID L One South StreetSuite 2150BaltimoreMD212021001See Footnote 4/General Remarks 0001211899 HUGHES DONALD W One South StreetSuite 2150BaltimoreMD212020001See Footnote 4/General Remarks 0001211913 JOHNSTON RICHARD M One South StreetSuite 2150BaltimoreMD212020001See Footnote 4/General Remarks 0001211905 BERKELEY RICHARD M ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0001See Footnote 4/General RemarksSeries F Convertible Preferred Stock, $.001 par value5.102003-09-094P01814255.10A2003-09-09Common Stock1814251514758ISee Footnote 4 and General Remarks.CPS Fund II-A is the direct beneficial owner of 171,265 shares of the Issuer's Series F Convertible Preferred Stock ("Series F Shares"). CPS Fund II-B is the direct beneficial owner of 10,160 Series F Shares.N/AThe Series F Shares held by CPS Fund II-A and CPS Fund II-B are currently convertible into 171,265 shares and 10,160 shares, respectively, of the Issuer's common stock.CPS Fund II-A and CPS Fund II-B are direct beneficial owners of the reported securities. By virtue of the relationships described in General Remarks of this Form 4, CPS II and each of the Managing Members may be deemed to be indirect beneficial owners of the reported securities. CPS II and each of the Managing Members disclaims beneficial ownership of any of the Issuer's securities held by CPS Fund II-A and CPS Fund II-B, except to the extent of his or its indirect pecuniary interest therein. This Form 4 is being filed jointly by Camden Partners Strategic II, LLC ("CPS II"), Camden Partners Strategic Fund II-A, L.P. ("CPS Fund II-A") and Camden Partners Strategic Fund II-B, L.P. ("CPS Fund II-B"), and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston, and Richard M. Berkeley (collectively, the "Managing Members"). CPS II is the sole general partner of each of CPS Fund II-A and CPS Fund II-B. Messrs. Warnock, Hughes, Johnston and Berkeley are managing members of CPS II. Mr. Warnock is a director of Nobel Learning Communities, Inc. (the "Issuer") as the designee of CPS Fund II-A and CPS Fund II-B. /s/ Donald W. Hughes, Secretary and Managing Member2003-09-11