Exhibit 10.3
                                 AMENDMENT NO. 1
                                       TO
                       NEW HORIZONS EDUCATION CORPORATION
                      401(K) PROFIT SHARING TRUST AND PLAN

                  This  Amendment  No. 1 is made this ___ day of  ___________,
1996, by NEW HORIZONS EDUCATION CORPORATION, a Delaware corporation (hereinafter
called the "Company").

                                   WITNESSETH:

                  WHEREAS, the Company established the New Horizons Education
Corporation 401(k) Profit Sharing Trust and Plan (hereinafter called the "Trust
and Plan") effective the first day of January, 1995;

                  WHEREAS, the Company reserved the right, pursuant to Section
19.1 of the Trust and Plan, to amend the Trust and Plan; and

                  WHEREAS, it is the desire of the Company to amend the Trust
and Plan in order to secure from the Internal Revenue Service a determination
letter to the effect that the Trust and Plan meets the requirements of Sections
401(a) and 501(a) of the Internal Revenue Code;

                  NOW, THEREFORE, pursuant to Section 19.1 of the Trust and
Plan, the Company hereby amends the Trust and Plan effective as of January 1,
1995, as follows:

         1.       Section 2.12 of Article 2 of the Trust and Plan is hereby
amended by the deletion of said Section 2.12 in its entirety and the
substitution in lieu thereof of the following:

                  "2.12   The word "compensation" shall mean all remuneration

                  paid by the Participating Companies to an active participant
                  for services rendered as a Covered Employee, including wages,
                  salaries, commissions and overtime pay, but shall not include:
                  (a) bonuses, whether discretionary or non-discretionary,
                  except for such


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                  purposes as they are by law specifically required to be
                  included; (b) any extra benefits such as payment by a
                  Participating Company of hospitalization, group insurance,
                  expense reimbursement, amounts contributed under this Trust
                  and Plan (except as provided below in this Section 2.12) or
                  any other qualified retirement plan; and (c) other special
                  benefits. The amount of a participant's compensation for any
                  plan year shall not include any amounts paid to the
                  participant by a Participating Company prior to the date as of
                  which he became a participant pursuant to Article 3 hereof.
                  Except as otherwise indicated in the Trust and Plan, a
                  participant's compensation shall include amounts contributed
                  by a Participating Company to the Trustee pursuant to a
                  participant's election under Section 4.1 hereof. For purposes
                  of the Trust and Plan, the amount of a participant's
                  compensation for any plan year shall not exceed One Hundred
                  and Fifty Thousand Dollars ($150,000) plus such adjustments
                  for increases in the cost of living as shall be prescribed by
                  the Secretary of the Treasury pursuant to Section 401(a)(17)
                  of the Code.

                                    In determining the limit on compensation set
                  forth in the preceding paragraph, the family aggregation rules
                  contained in Section 414(q)(6) of the Code and any lawful
                  regulations thereunder shall apply, except that in applying
                  such rules, the term 'family' shall include only the spouse of
                  the employee and any lineal descendants of the employee who
                  have not attained age nineteen (19) before the close of the
                  plan year. If, as a result of the application of such family
                  aggregation rules, the limit on compensation set forth above
                  is exceeded, the amount of each family member's

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                  compensation which shall count toward the limit shall equal
                  that portion of the limit which bears the same relationship to
                  the limit as such family member's compensation, determined
                  under this Section 2.12 prior to the application of such
                  compensation limit ('unlimited compensation'), bears to the
                  total unlimited compensation of all the family members."

         2.       Section 19.2 of Article 19 of the Trust and Plan is hereby
amended by the addition at the end thereof of a new sentence to read as follows:

                  "All such amounts allocated to the accounts of participants
         employed by a Participating Company at the time of termination of this
         Trust and Plan with respect to such Participating Company shall be
         fully vested and nonforfeitable."

         3.        Section 22.1 of Article 22 of the Trust and Plan is hereby
amended by the addition at the end thereof of a new sentence to read as follows:

                   "For purposes of calculating the maximum allowable amounts
         under this Section 22.1, a participant's "limitation year" shall mean
         the plan year and his compensation shall mean his compensation as
         required to be reported under sections 6041, 6051 and 6052 of the Code
         (wages, tips and other compensation as reported on Form W-2) and paid
         and includible in gross income during the limitation year."

         4.        Section 24.5 of Article 24 of the Trust and Plan is hereby
amended by the deletion of subparagraph (b) set forth in said Section 24.5 in
its entirety and the substitution in lieu thereof of the following:

         "(b)     any contributions made for plan years during which this Trust
                  and Plan does not initially qualify under Section 401(a) of
                  the Code, provided such contributions are returned to the
                  Participating Company within one (1) year after the date of
                  denial of qualification; and"

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                  IN WITNESS WHEREOF, the Company, by its duly authorized
officers, has caused this Amendment No. 1 to be executed as of the day and year
first above written.

                       NEW HORIZONS EDUCATION CORPORATION

                                   ("Company")

                       By:________________________________

                       And:_______________________________