AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                        NOBEL LEARNING COMMUNITIES, INC.

 

 

          FIRST:  The name of the Corporation is Nobel Learning Communities,

Inc.

 

          SECOND:  The address of the Corporation's registered office in the

State of Delaware is the Corporation Trust Company, 1209 Orange Street,

Wilmington, Delaware 19801.  The name of the Corporation's registered agent at

such address is Corporation Trust Company.

 

          THIRD:  The purpose for which the Corporation is organized is to

engage in any lawful act or activity for which corporations may be organized

under the General Corporation Law of the State of Delaware.

 

          FOURTH:  The amount of total authorized capital stock of the

Corporation is Thirty Million (30,000,000) shares, divided into Twenty Million

(20,000,000) shares of Common Stock, par value $.001 per share, and Ten Million

(10,000,000) shares of undesignated Preferred Stock, par value $.001 per share.

 

          No stockholder shall have any preemptive right to subscribe to or

purchase any issue of stock or other securities of the Corporation, or any

treasury stock or other treasury securities.

 

          The powers, designations, preferences and relative, participating,

optional or other special rights of each class of stock or series thereof and

the qualifications, limitations or restrictions of such preferences and/or

rights are as follows:

 

PART 1

 

UNDESIGNATED PREFERRED STOCK

 

          1.  Issuance in Series.  Shares of Preferred Stock may be issued in

              -------------------                                           

one or more series at such time or times, and for such consideration or

considerations as the Board of Directors may determine.  All shares of any one

series of any such Preferred Stock will be identical with each other in all

respects, except that shares of one series issued at different times may differ

as to dates from which dividends thereon may be cumulative.  All series will

rank equally and be identical in all respects, except as permitted by the

following provisions of Section 2.

 

          2.  Authority of the Board with Respect to Series.  The Board of

              ----------------------------------------------             

Directors is authorized at any time and from time to time, subject to

limitations prescribed by law and the provisions of this Article FOURTH, to

provide for the issuance of shares of Preferred Stock in one or more series and

by filing a certificate pursuant to the applicable law of the State of Delaware

to establish the number of shares to be included in each such series, and to fix

the powers, designations, preferences and relative, participating, optional or

other special rights and qualifications, limitations or restrictions thereof as

are stated and expressed in the resolution or resolutions providing for the

issue thereof adopted by the Board of Directors, and as are not stated and

expressed in the Certificate of Incorporation including,

but not limited to, determination of any of the following:

 

            (a)  the distinctive serial designation and the number of shares

constituting a series;

 

            (b)  the dividend rate or rates of the shares of a series, whether

dividends are cumulative and, if so, from which date, the payment date or dates

for dividends, the relative rights of priority, if any, and the participating or

other special rights, if any, with respect to dividends;

 

            (c)  the voting powers, full or limited, if any, of the shares of

the series;

 

            (d)  whether the shares of the series are redeemable and, if so, the

terms and conditions on which the shares may be redeemed, including the date or

dates upon or after which they shall be redeemable, and the amount per share

payable in case of redemption, which amount may vary under different conditions

and at different redemption dates;

 

            (e)  the amount or amounts payable upon the shares of a series in

the event of voluntary or involuntary liquidation, dissolution or winding up of

the Corporation prior to any payment or distribution of the assets of the

Corporation to any other class or series of the same or any other class or

classes of stock of the Corporation ranking junior to that series of Preferred

Stock;

 

            (f)  whether the shares of a series are entitled to the benefit of a

sinking or retirement fund to be applied to the purchase or redemption of shares

of that series and, if so entitled, the amount of the fund and the manner of its

application, including the price or prices at which the shares may be redeemed

or purchased through the application of the fund;

 

            (g)  whether the shares of a series are convertible into, or

exchangeable for, shares of any other class or series of the same or any other

class or classes of stock of the Corporation and, if so convertible or

exchangeable, the conversion price or prices, or the rates of exchange, and the

adjustments thereof, if any, at which the conversion or exchange may be made,

and any other terms and conditions of the conversion or exchange; and

 

            (h)  any other preferences, privileges and powers, and relative

participating, optional or other special rights, and qualifications, limitations

or restrictions of a series, as the Board of Directors may deem advisable and as

are not inconsistent with the provisions of this Certificate of Incorporation.

 

             3.  Dividends. Before any dividends on any class or classes of

                 ---------

stock of the Corporation ranking junior to the Preferred Stock (other than

dividends payable in shares of any class or classes of stock of the Corporation

ranking junior to the Preferred Stock) may be declared or paid or set apart for

payment, the holders of shares of Preferred Stock of each series are entitled to

such cash dividends, but only when and as declared by the Board of Directors out

of funds legally available therefor, as they may be entitled to in accordance

with the resolution or resolutions adopted by the Board of Directors providing

for the issue of the series, payable on such dates in each year as may be fixed

in the resolution or resolutions. The term "class or classes of stock of the

Corporation ranking junior to the Preferred Stock" means the Common Stock and

any other class or classes of stock of the Corporation hereafter authorized

which rank junior to the Preferred Stock as to dividends or upon liquidation,

dissolution or winding up of the Corporation.

 

          4.  Reacquired Shares.  Shares of Preferred Stock which have been

              ------------------                                          

issued and reacquired in any manner by the Corporation (excluding, until the

Corporation elects to retire them, shares which are held as treasury shares but

including shares redeemed, shares purchased and retired and shares which gave

been converted into shares of Common Stock) will have the status of authorized

and unissued shares of Preferred Stock and may be reissued.

 

          5.  Voting Rights.  Unless and except to the extent otherwise required

              --------------                                                   

by law or provided in the resolution or resolutions of the Board of Directors

creating any series of Preferred Stock pursuant to this Part I, the holders of

Preferred Stock shall have no voting power with respect to any matter

whatsoever.

 

 

PART II

 

COMMON STOCK

 

          1.  Junior to Preferred Stock.  The Common Stock shall rank junior to

              --------------------------                                      

the Preferred Stock with respect to payment of dividends and distribution on

liquidation, dissolution or winding up of the Corporation.

 

          2.  Voting Rights.  Except as expressly provided by law, or as

              --------------                                            

otherwise provided in Part I above, all voting rights shall be vested in the

holders of the Common Stock.  At each meeting of stockholders of the

Corporation, each holder of Common Stock shall be entitled to one vote for each

such share on each matter to come before the meeting, except as otherwise

provided in this Certificate of Incorporation or by law.

 

          3.  Dividends.  After all accumulated and unpaid dividends upon all

              ----------                                                     

shares of Preferred Stock for all previous dividend periods shall have been paid

and full dividends on all shares of Preferred Stock for the then current

dividend period shall have been declared and a sum sufficient for the payment

thereof set apart therefor, and after or concurrently with the setting aside of

any and all amounts then or theretofore required to be set aside for any sinking

fund obligation or obligation of a similar nature in respect of any class or

series of Preferred Stock or any other class or series of stock having

preferential dividend rights, then and not otherwise, dividends may be declared

upon and paid to the holders of the Common Stock to the exclusion of the holders

of the Preferred Stock.

 

          4.  Rights Upon Liquidation.  In the event of voluntary or involuntary

              ------------------------                                         

liquidation or dissolution or winding up of the Corporation, after payment in

full of amounts, if any, required to be paid to the holders of shares of stock

having preferential liquidation rights, including without limitation the holders

of the Preferred Stock, the holders of the Common Stock shall be entitled, to

the exclusion of the holders of shares of stock having preferential liquidation

rights, including without limitation the holders of the Preferred Stock, to

share ratably in all remaining assets of the Corporation.

 

          FIFTH:  In furtherance and not in limitation of the general powers

conferred by the laws of the State of Delaware, the Board of Directors is

expressly authorized to make, alter or repeal the By-Laws of the Corporation,

except as specifically stated therein.

 

     SIXTH:  Whenever a compromise or arrangement is proposed between this

Corporation and its creditors or any class of them and/or between this

Corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on the application in a summary

way of this Corporation or of any creditor or stockholder thereof or on the

application of any receiver or receivers appointed for this Corporation under

the provisions of $291 of Title 8 of the Delaware Code or on the application of

trustees in dissolution or of any receiver or receivers appointed for this

Corporation under the provisions of $279 of Title 8 of the Delaware Code, order

a meeting of the creditors or class of creditors, and/or of the stockholders or

class of stockholders of this Corporation, as the case may be, to be summoned in

such manner as the said Court directs.  If a majority in number representing

three-fourths in value of the creditors or class of creditors, and/or of the

stockholders or class of stockholders of this Corporation, as the case may be,

agree to any compromise or arrangement and to any reorganization of this

Corporation as a consequence of such compromise or arrangement, the said

compromise or arrangement and the said reorganization shall, if sanctioned by

the Court to which the said application has been made, be binding on all the

creditors or class of creditors, and/or on all the stockholders or class of

stockholders of this Corporation, as the case may be, and also on this

Corporation.

 

     SEVENTH:  The term of existence of the Corporation shall be perpetual.

 

     EIGHTH:

 

          1.   The directors of the Corporation shall be elected at the annual

meeting of stockholders, except as provided in Section 3 of this Article Eighth.

The directors shall be divided into three (3) classes, as nearly equal in number

as possible, designated Class I, Class II and Class III. Class I directors shall

initially serve until the 1997 annual meeting of stockholders; Class II

directors shall initially serve until the 1998 annual meeting of stockholders;

and Class III directors shall initially serve until the 1999 annual meeting of

stockholders. At each annual meeting of stockholders beginning with the 1997

annual meeting, successors to the class of directors whose term expires at that

annual meeting shall be elected for a term expiring at the third succeeding

annual meeting of stockholders after their election.  Except as otherwise

provided by law, if the number of directors is changed, any increase or decrease

shall be apportioned among the classes so as to maintain the number of directors

in each class as nearly equal as possible.  In no case shall a decrease in the

number of directors shorten the term of any incumbent director.  Notwithstanding

the foregoing, whenever the holders of any one or more classes or series of

preferred stock of the Corporation shall have the right to elect directors at an

annual or special meeting of stockholders, the election, term of office, filling

of vacancies, and other features of such directorships shall be governed by the

terms of this Certificate of Incorporation applicable thereto, or the resolution

or resolutions of the Board of Directors relating to the issuance of such shares

of preferred stock, and such directors so elected shall not be divided into

classes pursuant to this Article Eighth unless expressly provided by such terms

or such resolution or resolutions.

 

          2.   A director shall hold office until the annual meeting of

stockholders for the year in which his or her term expires and until his or her

successor shall be elected. Directors may be removed only by the holders of at

least a majority of the outstanding Common Stock and only for cause at a meeting

called for such purpose.  Except as may otherwise be provided by law, cause for

removal shall be construed to exist only if (i) the director whose removal is

proposed has been

convicted of a felony by a court of competent jurisdiction and the conviction is

no longer subject to direct appeal, (ii) the director has been adjudged by a

court of competent jurisdiction to be liable for negligence or misconduct in the

performance of his or her duty to the corporation in a matter of substantial

importance to the Corporation and the adjudication is no longer subject to

direct appeal or (iii) any other situation exists which at least eighty percent

(80%) of the other directors, in their sole discretion, agree constitutes cause

for removal.

 

          3.   If any vacancy occurs on the Board of Directors or any new

directorship is created by an increase in the authorized number of directors, a

majority of the directors in office, though less than a quorum, may fill the

vacancy or fill the newly created directorship.  Any director elected to fill a

vacancy shall have the same term as that of his or her predecessor, or, if such

vacancy is a result of an increase in the number of directors, as that of the

other directors of the class of which he or she shall be a member.

 

          4.   Notwithstanding any other provision of this Certificate of

Incorporation or the Bylaws of the Corporation (and in addition to any other

vote that may be required by law, the Certificate of Incorporation or the Bylaws

of the Corporation), the affirmative vote of the holders of shares entitled to

cast at least two-thirds of the votes represented by the shares of all classes

of stock of the Corporation entitled to vote generally in elections of

directors, considered for purposes of this Article EIGHTH as one class, shall be

required to amend, alter, change, repeal or adopt any provision inconsistent

with this Article EIGHTH.

 

          NINTH:  The election of directors shall be conducted in the manner

prescribed in the By-Laws of the Corporation and need not be by ballot.

 

          TENTH:  A director of the Corporation shall have no personal liability

to the Corporation or to its stockholders for monetary damages for breach of

fiduciary duty as a director except to the extent that Section 102 (b) (7) (or

any successor provision) of the Delaware General Corporation Law, as amended

from time to time, expressly provides that the liability of a director may not

be eliminated or limited.

 

          ELEVENTH: Subject to the special rights, if any, of the holders of any

class or series of preferred stock established in or pursuant to the provisions

of the Certificate of Incorporation, any action required or permitted to be

taken by the stockholders of the Corporation must be effected at a duly called

annual or special meeting of such holders and may not be effected by any consent

in writing by such holders.

 

          TWELFTH:  Nominations for the Board.

 

          1.   Subject to the special rights, if any, of the holders of any

class or series of preferred stock then outstanding, nominations for the

election of directors may be made by the Board of Directors or a committee

appointed by the Board of Directors or by a stockholder entitled to vote in the

election of directors.  However, a stockholder entitled to vote in the election

of directors may make such a nomination only if such stockholder has given

timely notice thereof in writing to the Secretary of the Corporation.  To be

timely, a stockholder's notice must be delivered to, or mailed by United States

mail, postage prepaid and received at, the principal executive offices of the

Corporation (a) with respect to an election to be held at an annual meeting of

stockholders, not later than seventy-five (75)

days prior to the first anniversary of the preceding year's annual meeting (or,

if the date of the annual meeting is changed by more than twenty (20) days from

such anniversary date, not later than ten (10) days after the date the

Corporation first mails to stockholders of the Corporation notice of the date of

the annual meeting), and (b) with respect to an election to be held at a special

meeting of stockholders called for that purpose, not later than ten (10) days

after the date the Corporation first mails to stockholders of the Corporation

notice of the date of the special meeting.

 

          2.   Each stockholder's notice of intent to make a nomination must set

forth:  (a) the name(s) and address(es) of the stockholder who intends to make

the nomination; (b) a representation that the stockholder (i) is a holder of

record of stock of the Corporation entitled to vote at such meeting, (ii) will

continue to hold such stock through the date on which the meeting is held, and

(iii) intends to appear in person or by proxy at the meeting to nominate the

person or persons specified in the notice; (c) the name, age, business and

residence address(es) and principal occupation or employment of each nominee;

(d) a description of all arrangements or understandings between the stockholder

and each nominee and any other person or persons (naming such person or persons)

pursuant to which the nomination is to be made by the stockholder; (e) such

other information regarding each nominee proposed by such stockholder as would

be required to be included in a proxy statement filed pursuant to Regulation 14A

promulgated under Section 14 of the Securities Exchange Act of 1934, as amended,

as now in effect or hereafter modified, had the nominee been nominated by the

Board of Directors; and (f) the consent of each nominee to serve as a director

of the Corporation if so elected.  The Corporation may require any proposed

nominee to furnish such other information as may reasonably be required by the

Corporation to determine the qualifications of such person to serve as a

director.

 

          3.   The presiding officer of the stockholders' meeting shall

determine and declare at the stockholders' meeting whether the nomination was

made in accordance with the terms of this Article Twelfth. If the presiding

officer determines that a stockholder proposal was not made in accordance with

the terms of this Article Twelfth, he or she shall so declare at the

stockholders' meeting and any such defective nomination shall be disregarded.

 

          THIRTEENTH:  Proposals.

 

          1.  At an annual or special meeting of stockholders (other than a

special meeting called at the written request of stockholders of the Corporation

in accordance with the Corporation's Bylaws) only such business shall be

conducted, and only such proposals shall be acted upon, as shall have been

brought before the meeting (a) by, or at the direction of, a majority of the

directors, or (b) by any stockholder the Corporation who complies with the

notice procedures set forth in this Article Thirteenth.  For a proposal to be

properly brought before an annual meeting by a stockholder, the stockholder must

have given timely notice thereof in writing to the Secretary of the Corporation.

To be timely, a stockholder's notice must be delivered to, or mailed by United

States mail, postage prepaid and received at, the principal executive offices of

the Corporation (i) with respect to a proposal to be considered at an annual

meeting of stockholders, not later than seventy-five (75) days prior to the

first anniversary of the preceding year's annual meeting (or, if the date of the

annual meeting is changed by more than twenty (20) days from such anniversary

date, not later than ten (10) days after the date the Corporation first mails to

stockholders of the Corporation

notice of the date of the annual meeting), and (ii) with respect to a proposal

to be considered at a special meeting of stockholders, not later than ten (10)

days after the date the Corporation first mails to stockholders of the

Corporation notice of the date of the special meeting.

 

          2.  A stockholder's notice to the Secretary must set forth as to each

proposal the stockholder desires to bring before the stockholders' meeting (a) a

brief description of such proposal and the reasons supporting such proposal, (b)

a representation that the stockholder (i) is a holder of record of stock of the

Corporation entitled to vote at such meeting, (ii) will continue to hold such

stock through the date on which the meeting is held, (iii) intends to appear in

person or by proxy at the meeting to make such proposal, and (c) any financial

interest of the stockholder in such proposal.

 

  3. The presiding officer of the stockholders' meeting shall determine and

declare at the stockholders' meeting whether the stockholder proposal was made

in accordance with the terms of this Article Thirteenth.  If the presiding

officer determines that a stockholder proposal was not made in accordance with

the terms of this Article Thirteenth, he or she shall so declare at the

stockholders' meeting and any such proposal shall not be acted upon at the

stockholder's meeting.

 

  FOURTEENTH:  Notwithstanding any other provision of this Certificate of

Incorporation or the Bylaws of the Corporation (and in addition to any other

vote that may be required by law, the Certificate of Incorporation or the Bylaws

of the Corporation), the affirmative vote of the holders of shares entitled to

cast at least two-thirds of the votes represented by the shares of all classes

of stock of the Corporation entitled to vote generally in elections of

directors, considered for purposes of this Article FOURTEENTH as one class,

shall be required to amend, alter, change, repeal or adopt any provision

inconsistent with Article TENTH, ELEVENTH, TWELFTH, THIRTEENTH or this Article

FOURTEENTH.