Exhibit 10.17

                FIRST AMENDMENT OF REGISTRATION RIGHTS AGREEMENT

          First Amendment of Registration Rights Agreement, dated as of February
23, 1996, by and between Nobel Education Dynamics, Inc. (the "Company") and
Allied Capital Corporation, Allied Capital Corporation II, Allied Investment
Corporation and Allied Investment Corporation II.

                                   BACKGROUND
                                   ----------

          The parties hereto are parties to a Registration Rights Agreement
dated as of August 30, 1995 (the "Registration Rights Agreement"). The Company
desires to sell up to 1,000,000 shares (the "Gilder Shares") of Common Stock to
persons having brokerage accounts with Gilder, Gagnon, Howe & Co., as described
in the Company's confidential Summary Private Placement Offering Memorandum
dated February 15, 1996. The form of subscription agreement to be entered into
in connection with such transaction provides that the Company will grant to the
purchasers certain rights with respect to the registration of the Gilder Shares
under applicable securities laws. By this First Amendment of Registration Rights
Agreement, the parties desire to effect certain amendments to the Registration
Rights Agreement to eliminate certain conflicts among holders of registration
rights which would otherwise arise.

                                     TERMS
                                     -----

          NOW, THEREFORE, in consideration of the mutual promises made herein,
and intending to be legally bound, the parties hereto agree as follows:

          1. Section 4(c) of the Registration Rights Agreement is amended by:

             (a) inserting at the end of the first sentence thereof the words:

                 except for the shares of Common Stock to be issued to persons
                 purchasing such shares in connection with the Company's private
                 placement of 1,000,000 shares of Common Stock as described in
                 the Company's Private Placement Offering Memorandum dated
                 February 15, 1996, all of which persons have brokerage accounts
                 with Gilder, Gagnon, Howe & Co. at the closing of such
                 transaction (collectively, the "Gilder Shares")

             (b) inserting in the second sentence thereof, immediately following
the words "Section 4", the words "the Gilder Shares"; and

             (c) inserting in the third sentence thereof, immediately following
the words "registration statements registering", the words "the Gilder Shares
and/or".

 
          2. Section 5 of the Registration Rights Agreement is amended by
inserting at the end of the parenthetical in the third sentence thereof the
words "and the shares of Common Stock held by the persons referred to in clauses
(ii) and (iii) of the proviso to this sentence."

          3. Section 6 of the Registration Rights Agreement is amended by:

             (a) inserting at the end of the third sentence thereof (which
starts with the words, "The Company may not include"), the words ", except the
Gilder Shares";

             (b) inserting in the fourth sentence thereof, immediately following
the words "this Section 6", the words "the Gilder Shares,"; and

             (c) inserting in the fifth sentence thereof, immediately following
the words "registration statements registering" the words, "the Gilder Shares,".

          4. In all other respects, the Registration Rights Agreement shall
continue in full force and effect.

          5. This First Amendment of Registration Rights Agreement shall be
effective as of the date first above written, upon the later to occur of (i)
execution by all the parties set forth below and (ii) execution of an amendment
to similar effect by the Company and Edison Venture Fund II, L.P. of the
registration rights agreement between the Company and Edison.

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

ALLIED CAPITAL CORPORATION                  ALLIED INVESTMENT CORPORATION


By:_________________________________        By:_________________________________
                                                                                
ALLIED CAPITAL CORPORATION II               ALLIED INVESTMENT CORPORATION II
                                                                                
                                                                                
By:_________________________________        By:_________________________________
                                                  
                                            NOBEL EDUCATION DYNAMICS, INC.
                                                                                
                                                                                
                                            By:_________________________________
                                                John R. Frock,                
                                                Executive Vice President     

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