**NONQUALIFIED STOCK OPTION AGREEMENT**

        THIS  AGREEMENT is entered  into as of December  15, 2000 by and between New Horizons  Worldwide,Inc., a Delaware corporation (the "Company"), and William H. Heller (the "Optionee").

WITNESSETH:

        WHEREAS,  the  Company  maintains  the New  Horizons  Worldwide,  Inc.  Omnibus  Equity Plan (the"Plan") for the benefit of eligible participants therein; and

        WHEREAS,the Board of Directors of the Company is currently charged with administeringthe Plan with respect to awards to members of the Board who are not employees ofthe Company; and 

        WHEREAS,the Board and its disinterested members have determined that the Optionee, as aperson eligible to receive awards under the Plan, should be granted nonqualifiedstock options to acquire Shares under the Plan upon the terms and conditions setforth in this Agreement as part of Optionee’s compensation for services asa member of the Board during 2001. 

        NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

        1.  Definitions.

        (a)  The  following  terms shall have the meanings set forth below  whenever used in this instrument:

        (i)     The word  "Act"  shall  mean the  federal  Securities  Act of 1933,  as amended.

        (ii)    The  word   "Agreement"   shall  mean  this  instrument  as  originally executed and as it may later be amended.

        (iii)   The  word  "Company"  shall  mean  New  Horizons  Worldwide,   Inc.,  a Delaware corporation, and any successor thereto which shall maintain the Plan. 

        (iv)    The words "Fair Market  Value" means,  in respect of a Share,  its fair market value as determined in the reasonable judgment of the Committee at any time.

        (v)     The word  "Option"  shall mean the right and option to purchase  Shares pursuant to the terms of this Agreement. 

        (vi)    The words  "Option  Exercise  Date"  shall  mean the date the  Optionee exercises the Option by performing the acts described in Section 7 hereof.

        (vii)   The word  "Optionee"  shall mean the person to whom the Option has been granted pursuant to this Agreement.

        (viii)  The  words  "Personal   Representative"   shall  mean,   following  the Optionee’s death, the person who shall have acquired, by will or by the laws of descent anddistribution, the right to exercise the Option. 

        (ix)    The word "Plan" shall mean the New  Horizons  Worldwide,  Inc.  Omnibus Equity Plan, as it was originally adopted and as it may later be amended. 

        (x)     The word  "Spread"  shall  mean,  as of the Option  Exercise  Dare,  an amount equal to the excess, if any, of the Fair Market Value of a Share in respect of which theOption is exercised over the Option Exercise Price.

        (xi)    The word  "Transferee"  shall mean the person or entity to whom  rights to acquire Shares pursuant to the exercise of the Option shall have been transferred pursuant toSection 9 hereof.

        (b)  The following  terms when used in the Agreement  shall have the meanings  given them in the Plan:  "Affiliate;"  "Board;" "Change in Control;" "Code;"  "Committee;"  "Consent;""Family Members;" "Option Exercise Price;" "Shares."

        2.  Grant of Nonqualified Option. Effective as of the date of thisAgreement, the Company grants to the Optionee, upon the terms and conditions setforth hereinafter, the right and option to purchase all or any lesser wholenumber of an aggregate of Fifteen Thousand (15,000) Shares at an Option ExercisePrice of $ 14.44 per Share. The Option shall for all purposes be a nonqualifiedstock option subject to the federal income tax treatment described inSection 1.83-7 of the Federal Income Tax Regulations. Both the Company andthe Optionee shall, on their respective federal income tax returns, report anytransaction relating to the Option in a manner consistent with the precedingsentence. 

        3.  Term of Option. Except as otherwise provided herein, theOptionee shall be entitled to exercise the Option at any time on or afterJanuary 1, 2001 and on or before the close of business on December 31, 2005 atthe Company’s principal executive office (currently located at 1231 EastDyer Road, Suite 140, Santa Ana, California 92705-5605). 

        4. Cancellation of Option. If Optionee ceases to be a Director of theCompany before or during the calendar year 2001 then the Optionshall be cancelled with respect to a number of Shares equal to (A) multipliedby (B) below where: 

        (A)  equals the number of Shares which are the subject of the Option; and 

        (B)equals a fraction, the numerator of which equals the number of fullcalendar quarters during the year 2001 during which the Optionee was not aDirector and the denominator of which equals four;

provided, however,that the Committee may in its absolute discretion determine (but shall not beunder any obligation to determine) that such purchase rights shall be deemed toinclude additional Shares which are subject to the Option. 

        5.  Change in Control. Notwithstanding the provisions of Sections 3 and4 hereof, in connection with a Change in Control, the Optionee shall have theimmediate and nonforfeitable right to exercise the Option with respect to allShares covered by the Option. The Optionee shall be entitled to exercise theOption as provided in the immediately preceding sentence regardless of whetherthe surviving corporation in any merger or consolidation shall adopt andmaintain the Plan. In the event the Option becomes exercisable pursuant to thisSection 5, the Company shall notify the Optionee of his right to exercisethe Option. Upon a Change in Control described in Section 1.6(b)(iii) of thePlan, the Option, to the extent not exercised, shall terminate unless thesurviving corporation assumes the Option. In the event of a Change in Controldescribed in Section 1.6(b)(iv) of the Plan, the Option, to the extent notexercised, shall terminate upon consummation of the Change in Control. 

        6.  Adjustment Upon Changes in Capitalization. The number of Shareswhich may be purchased upon exercise of an Option and the Option Exercise Priceshall be appropriately adjusted as the Committee may determine for any changeafter the date of the Agreement in the number of issued Shares resulting fromthe subdivision or combination of Shares or other capital adjustments, or thepayment of a stock dividend, or other change in the Shares effected withoutreceipt of consideration by the Company; provided, that any fractionalShares resulting from any such adjustment shall be eliminated. Adjustments underthis Section 6 shall be made by the Committee, whose determination as tothe adjustments to be made, and the extent thereof, shall be final, binding andconclusive. 

        7.  Exercise of Option. The Option may be exercised by deliveringto the Chairman, Vice Chairman, President or Chief Financial Officer of theCompany at the then principal office address of the recipient officer, acompleted Notice of Exercise of Option (obtainable from the Chief FinancialOfficer of the Company) setting forth the number of Shares with respect to whichthe Option is being exercised. Such Notice shall be accompanied by payment infull for the Shares, unless other arrangements satisfactory to the Committee forprompt payment of such amount are made. Payment of the Option Exercise Price maybe made in any manner permitted by the Plan, subject to the consent of theCommittee as applicable. With the consent of the Committee, the Optionee mayeffect a cashless exercise of the Option as described in the Plan. With theconsent of the Committee in its sole discretion, payment for Shares acquiredupon exercise of the Option may be made by delivery to the Company of anassignment of a sufficient amount of the proceeds from the sale of Sharesacquired upon exercise of the Option to pay for all or some of the Sharesacquired upon exercise of the Option and an authorization to the broker orselling agent to pay that amount to the Company, which sale shall be made at theOptionee’s direction on the Option Exercise Date; provided, that theCommittee may require the Optionee to furnish an opinion of counsel acceptableto the Committee to the effect that such delivery would not result in theOptionee incurring any liability under Section 16 of the Act and does notrequire any Consent. 

        8.  Issuance of Share Certificates. Subject to the lastsentence of this Section 8, upon receipt by the Company prior to expiration ofthe Option of a duly completed Notice of Exercise of Option accompanied bypayment for the Shares being purchased pursuant to such Notice (and, withrespect to any Option exercised pursuant to Section 9 hereof by someone otherthan the Optionee, accompanied in addition by proof satisfactory to theCommittee of the right of such person to exercise the Option), the Company shalldeliver to the Optionee, within thirty (30) days of such receipt, a certificatefor the number of Shares so purchased. The Optionee shall not have any of therights of a stockholder with respect to the Shares which are subject to theOption unless and until a certificate representing such Shares is issued to theOptionee. The Company shall not be required to issue any certificates for Sharesupon the exercise of the Option prior to (i) obtaining any Consents whichthe Committee shall, in its sole discretion, determine to be necessary oradvisable, or (ii) the determination by the Committee, in its sole discretion,that no Consents need be obtained. 

        9.Successors in Interest, Etc. This Agreement shall bebinding upon and inure to the benefit of any successor of the Company and theheirs, estate, and Personal Representative of the Optionee. A deceasedOptionee’s Personal Representative shall act in the place and stead of thedeceased Optionee with respect to exercising an Option or taking any otheraction pursuant to this Agreement. The Option shall not be transferable otherthan by will or the laws of descent and distribution, and the Option may beexercised during the lifetime of the Optionee only by the Optionee;provided, that a guardian or other legal representative who has been dulyappointed for such Optionee may exercise the Option on behalf of the Optionee.Notwithstanding the preceding sentence, with the consent of the Committee in itssole discretion, the Optionee may transfer the rights under the Option inrespect of some or all of the Shares which are subject to the Option to a FamilyMember or a trust for the exclusive benefit of the Optionee and/or FamilyMembers, or a partnership or other entity affiliated with the Optionee that maybe approved by the Committee. All terms and conditions of any Option, includingprovisions relating to the termination of the Optionee’s employment withthe Company and its Affiliates, shall continue to apply following a transfermade in accordance with this Section 10 and the Transferee shall have no greaterright to exercise the Option than the Optionee would have in the absence of thetransfer. The Option may be exercised by the Transferee only in accordance withthe terms of this Agreement and the Transferee’s exercise of the Optionshall be subject to the Transferee and/or the Optionee satisfying all of theconditions relating to the exercise of the Option including, without limitation,provisions concerning payment of the Option Exercise Price and tax withholding. 

        10.  Provisions of Plan Control. This Agreement is subject toall of the terms, conditions, and provisions of the Plan and to such rules,regulations, and interpretations relating to the Plan as may be adopted by theCommittee and as may be in effect from time to time. In the event and to theextent that this Agreement conflicts or is inconsistent with the terms,conditions, and provisions of the Plan, the Plan shall control, and thisAgreement shall be deemed to be modified accordingly. 

        11.  No Liability Upon Distribution of Shares. Theliability of the Company under this Agreement and any distribution of Sharesmade hereunder is limited to the obligations set forth herein with respect tosuch distribution and no term or provision of this Agreement shall be construedto impose any liability on the Company or the Committee in favor of any personwith respect to any loss, cost or expense which the person may incur inconnection with or arising out of any transaction in connection with thisAgreement. 

        12. No  Right to Be a Director, Etc.  Nothing  in this  Agreement  shall  confer  upon theOptionee any right to continue as a Director of or other advisor to the Company. 

        13.  Resale Limitations. The Optionee acknowledges and agrees that (a) theShares he may acquire upon exercise of the Option may not be transferred unlessthey become registered under the Act or unless the holder thereof establishes tothe satisfaction of the Company that an exemption from such registration isavailable, (b) the Company will have no obligation to provide any suchregistration or take such steps as are necessary to permit sale of such Shareswithout registration pursuant to Rule 144 under the Act or otherwise, (c) atsuch time as such Shares may be disposed of in routine sales withoutregistration in reliance on Rule 144 under the Act, such disposition may be madeonly in limited amounts in accordance with all of the terms and conditions ofRule 144 and (d) if the Rule 144 exemption is not available, compliance withsome other exemption from registration will be required. 

        14.  Withholding Taxes.

        (a)Whenever Shares are to be delivered pursuant to the exercise of the Option, theCommittee may require as a condition of delivery that the Optionee remit anamount sufficient to satisfy all federal, state and other governmentalwithholding tax requirements related thereto. The Company may, as a condition ofthe exercise of the Option, deduct from any salary or other payments due to theOptionee, an amount sufficient to satisfy all federal, state and othergovernmental withholding tax requirements related thereto or to the delivery ofany Shares under the Plan. 
        (b)With the consent of the Committee in its sole discretion, (i) the Optionee maysatisfy all or part of any withholding requirements by delivery of unrestrictedShares owned by the Optionee for at least one year (or such other period as theCommittee may determine) having a Fair Market Value (determined as of the dateof such delivery) equal to all or part of the amount to be withheld;provided, that the Committee may require the Optionee to furnish anopinion of counsel or other evidence acceptable to the Committee to the effectthat such delivery would not result in the Optionee incurring any liabilityunder Section 16 of the Act and does not require any Consent and/or (ii) theOptionee may direct that Shares to be issued pursuant to the exercise of theOption be used to satisfy any withholding obligation; provided, that forpurposes of satisfying any such obligation the value of a Share shall be equalto the Spread. 

        15.Construction. The captions and section numbers appearing in thisAgreement are inserted only as a matter of convenience. They do not define,limit, construe or describe the scope or intent of the provisions of thisAgreement. The use of the singular or plural herein shall not be restrictive asto number and shall be interpreted in all cases as the context shall require.The use of the feminine, masculine or neuter pronoun shall not be restrictive asto gender and shall be interpreted in all cases as the context may require. 

        16.Time Periods, Etc. Any action required to be taken under this Agreementwithin a certain number of days shall be taken within that number of calendardays; provided, however, that if the last day for taking such actionfalls on a weekend or a holiday, the period during such action may be takenshall be automatically extended to the next business day. If the day for takingany action, or on which any action may be taken, under this Agreement falls on aweekend or a holiday, such action may be taken on the next business day. 

        17.  Governing  Law. This  Agreement  shall be governed by and  construed in accordance  withthe laws of the State of Delaware and any applicable federal law.

        18.  Notices.  Except as otherwise  expressly  provided herein,  all notices  hereunder shallbe in writing and delivered or mailed by registered or certified  mail,  return receipt  requested,  or by private,overnight delivery services (such as Federal Express) as follows:

        If to the Company:

        New Horizons Worldwide, Inc.