REVOLVING AND TERM FACILITY NOTE A ----------------------------------

REVOLVING AND TERM FACILITY NOTE A
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$3,000,000.00 Media, Pennsylvania
Dated: December 22, 1997

FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, the undersigned
("BORROWER"), hereby promises to pay to the order of SUMMIT BANK ("BANK") the
principal sum of Three Million Dollars ($3,000,000.00), or such greater or
lesser principal amount as may be outstanding from time to time under Revolving
and Term Facility A established by Bank for the benefit of Borrower pursuant to
the terms of that certain Loan and Security Agreement dated August 30, 1995
between Borrower and Bank (such Loan and Security Agreement, as the same may
have been and may hereafter be amended, supplemented or restated from time to
time, being the "LOAN AGREEMENT"), together with interest thereon, upon the
following terms:

1. REVOLVING AND TERM FACILITY NOTE A. This Note is the "REVOLVING AND
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TERM FACILITY NOTE A" as defined in the Loan Agreement and, as such, shall be
construed in accordance with all terms and conditions thereof. Capitalized
terms not defined herein shall have such meaning as provided in the Loan
Agreement. This Note is entitled to all the rights and remedies provided in the
Loan Agreement and the Loan Documents and is secured by all collateral as
described therein.

2. INTEREST RATE. Interest on the unpaid principal balance hereof will
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accrue from the date of advance until final payment thereof at the applicable
rates per annum described in SECTION 2.1 of the Loan Agreement.
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3. DEFAULT INTEREST. Interest will accrue on the outstanding principal
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amount hereof, following the occurrence of an Event of Default, until paid at
the applicable rate per annum described in SECTION 2.9 of the Loan Agreement
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(the "DEFAULT RATE").

4. POST JUDGMENT INTEREST. Any judgment obtained for sums due hereunder
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or under the Loan Documents will accrue interest at the Default Rate until paid.

5. COMPUTATION. Interest will be computed on the basis of a year of
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three hundred sixty (360) days and paid for the actual number of days elapsed.

6. PAYMENTS. Principal and interest hereunder shall be paid in the
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manner provided for in SECTION 3 of the Loan Agreement.
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7. PLACE OF PAYMENT. Principal and interest hereunder shall be payable
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as provided in the Loan Agreement, or at such other place as Bank, from time to
time, may designate in writing.

8. DEFAULT; REMEDIES. Upon the occurrence of an Event of Default or
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expiration of the Contract Period, Bank, at its option and without notice to
Borrower, may declare immediately due and payable the entire unpaid balance of
principal and all other sums due by Borrower hereunder or under the Loan
Documents, together with interest accrued thereon at the applicable rate
specified above. Payment thereof may be enforced and recovered in whole or in
part at any time and from time to time by one or more of the remedies provided
to Bank in this Note or in the Loan Documents or as otherwise provided at law or
in equity, all of which remedies are cumulative and concurrent.

9. WAIVERS. BORROWER AND ALL ENDORSERS, JOINTLY AND SEVERALLY, WAIVE
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PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF DEMAND, NOTICE OF NONPAYMENT OR
DISHONOR, PROTEST AND NOTICE OF PROTEST OF THIS NOTE, AND ALL OTHER NOTICES IN
CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE, DEFAULT OR ENFORCEMENT OF
THE PAYMENT OF THIS NOTE, EXCEPT FOR SUCH NOTICES, IF ANY, AS ARE EXPRESSLY
REQUIRED TO BE DELIVERED BY BANK TO BORROWER UNDER THE LOAN AGREEMENT.

10. MISCELLANEOUS. If any provisions of this Note shall be held invalid
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or unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof. This Note has been delivered in and shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania
without regard to the law of conflicts. This Note shall be binding upon
Borrower and upon ▇▇▇▇▇▇▇▇'s successors and assigns and shall benefit Bank and
its successors and assigns. The prompt and faithful performance of all of
▇▇▇▇▇▇▇▇'s obligations hereunder, including without limitation, time of payment,
is of the essence of this Note.

11. JOINT AND SEVERAL LIABILITY. All agreements, conditions, covenants
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and provisions of this Note shall be the joint and several obligation of each
Borrower.

12. CONFESSION OF JUDGMENT. ▇▇▇▇▇▇▇▇ HEREBY AUTHORIZES AND EMPOWERS ANY
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ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF
PENNSYLVANIA, OR IN ANY OTHER JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT
BY CONFESSION, TO APPEAR FOR BORROWER AT ANY TIME AFTER THE OCCURRENCE OF AN
EVENT OF DEFAULT UNDER THE LOAN AGREEMENT OR EXPIRATION OF THE CONTRACT PERIOD
IN ANY ACTION BROUGHT AGAINST BORROWER ON THIS NOTE OR THE LOAN DOCUMENTS AT THE
SUIT OF BANK, WITH OR WITHOUT COMPLAINT OR DECLARATION FILED, WITHOUT STAY OF
EXECUTION, AS OF ANY TERM OR TIME, AND THEREIN TO CONFESS OR ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE UNPAID OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
AND ALL OTHER SUMS TO BE PAID BY BORROWER TO OR ON BEHALF OF BANK PURSUANT TO
THE TERMS HEREOF OR OF THE LOAN DOCUMENTS AND ALL ARREARAGES OF INTEREST
▇▇▇▇▇▇▇, TOGETHER WITH ALL COSTS AND OTHER EXPENSES AND AN ATTORNEY'S COLLECTION
COMMISSION OF FIFTEEN PERCENT (15%) OF THE AGGREGATE AMOUNT OF THE FOREGOING
SUMS, BUT IN NO EVENT LESS THAN $5,000.00; AND FOR SO DOING THIS NOTE OR A COPY
HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT.

THE AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT BE EXHAUSTED BY
ANY EXERCISE THEREOF BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL
PAYMENT IN FULL OF ALL THE AMOUNTS DUE HEREUNDER. ▇▇▇▇▇▇▇▇ ACKNOWLEDGES THAT IT
HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THIS NOTE AND THAT IT KNOWINGLY WAIVES ITS RIGHT TO BE HEARD PRIOR TO THE ENTRY
OF SUCH JUDGMENT AND UNDERSTANDS THAT, UPON SUCH ENTRY, SUCH JUDGMENT SHALL
BECOME A LIEN ON ALL REAL PROPERTY OF BORROWER IN THE COUNTY WHERE SUCH JUDGMENT
IS ENTERED.

13. PRIOR NOTES. Borrower acknowledges and agrees that this Note,
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together with Revolving and Term Facility Note B, re-evidences the indebtedness
previously evidenced by the Line Note, the Term

Note, the New Term Note and the Nobel Note and is given in substitution of, and
not as payment for, the Line Note, the Term Note and the New Term Note and shall
not be deemed a novation thereof.

IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇, intending to be legally bound hereby, has
caused this Note to be duly executed the day and year first above written.

NOBEL EDUCATION DYNAMICS, INC.