Exhibit 10.39

                    AMENDMENT TO PURCHASE AND SALE AGREEMENT
                    ----------------------------------------

     This is an Amendment to that "Purchase and Sale Agreement," between NOBEL
LEARNING COMMUNITIES, INC., a Delaware corporation ("Seller"), and PARTNERSHIP
WITH PARENTS, INC., an Arizona not for profit corporation ("Buyer"), an executed
copy of which is attached hereto, and, in compliance with Paragraph 14.10 with
respect to "Amendments" of said Purchase and Sale Agreement, for good and
valuable consideration, including the covenants and premises set forth herein,
the receipt of which is hereby acknowledged, the parties hereto hereby agree to
amend the Purchase and Sale Agreement as follows:

1.   Paragraph 10.2 is further amended to read as follows:

     10.2  Date of Closing. Unless otherwise agreed to in writing by the
parties, escrow shall close on or before August 29th, 2003, at the offices of
the escrow holder unless another time, date or place is agreed to in writing by
both Seller and Buyer."

2.   Paragraph 10.3 is amended to add the following subsection:

     (xiv) A general assignment of Seller's rights and interest in the Property,
the Business and the Personal Property, in the form attached hereto as Exhibit
"I" (the "General Assignment").

3.   Paragraph 10.4 is amended to add the following subsection:

     (vi)  The General Assignment referenced in 10.3 (xiv) above.

4.   The following Section 12.3 is hereby added to Section 12:

     12.3  Buyer agrees to reimburse Seller, at close of escrow, for the
following: (1) the sum of $8,000.00 for sums advanced by Seller for advertising
expenses, and (2) the additional sum of $13,153.33 advanced by Seller for
curriculum supplies.

     IN WITNESS WHEREOF, Seller and Buyer have caused this instrument to be
executed in a manner and form sufficient to bind them effective the 24/th/ day
of July, 2003.


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Signed, sealed and delivered
In the Presence of:


                                          SELLER:

                                          NOBEL LEARNING COMMUNITIES, INC. a
                                          Delaware corporation


/s/ Yvonne DeAngelo                       By: /s/ John R. Frock
- --------------------------------------        ----------------------------------
Attest/Witness
                                          Name: John R. Frock
                                                --------------------------------
Yvonne DeAngelo
- --------------------------------------    Title: Vice Chairman
Printed Name of Witness                          -------------------------------


                                          BUYER:

                                          PARTNERSHIP WITH PARENTS, INC., an
                                          Arizona not for profit corporation


/s/ Michael E. St. George                 By:   /s/ Richard Waterhouse
- --------------------------------------          --------------------------------
Attest/Witness
                                          Name: Richard Waterhouse
                                                --------------------------------
Michael E. St. George
- --------------------------------------    Title: President and CEO
Printed Name of Witness                          -------------------------------


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