FIRST AMENDMENT TO 
CREDIT AGREEMENT

This
First Amendment to Credit Agreement (Amendment) dated as of December 16, 2003,
is made with reference to the Credit Agreement dated as of February 27, 2003, by and among
NEW HORIZONS WORLDWIDE, INC., a Delaware corporation (Borrower), the lenders
that are party thereto (the Lenders), and WELLS FARGO BANK, NATIONAL
ASSOCIATION (the Administrative Agent), as administrative agent for the
Lenders (as amended, supplemented or otherwise modified from time to time, the
Credit Agreement). Capitalized terms used herein and not otherwise defined
shall have the meanings set forth for such terms in the Credit Agreement.

AGREEMENT

NOW,
THERFORE, in consideration of the mutual covenants and benefits contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Borrower, the Lenders and the Administrative Agent agree as follows:

1.       
          Amendment of Section 6.17 (Minimum Cash). Section 6.17 of the Credit
          Agreement is hereby amended to read in full as follows:

6.17   
[Intentionally Omitted].

2.       
Representations and Warranties

Borrower
makes the following representations and warranties to the Lenders as of the date hereof,
which representations and warranties shall survive the execution, termination or
expiration of this Amendment and shall continue in full force and effect until the full
and final satisfaction and discharge of all Obligations:

2.1     
Reaffirmation of Prior Representations and Warranties. Borrower hereby reaffirms
and restates as of the date hereof, all of the representations and warranties made by
Borrower in the Credit Agreement and the other Loan Documents, except to the extent
such representations and warranties specifically relate to an earlier date.

2.2     
No Default. After giving effect to this Amendment, no Event of Default has occurred
and remains continuing under any of the Loan Documents.

2.3     
Due Execution. The execution, delivery and performance of this Amendment and any
instruments, documents or agreements executed in connection herewith are within the powers
of Borrower, have been duly authorized by all necessary action, and do not contravene any
law, the organizational documents of Borrower, or result in a breach of, or constitute a
default under, any contractual restriction, indenture, trust agreement or other instrument
or agreement binding upon Borrower.

2.4     
No Further Consent. The execution, delivery and performance of this Amendment and
any documents or agreements executed in connection herewith do not require any consent or
approval not previously obtained of any member, stockholder, beneficiary or creditor of
Borrower.

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2.5     
Binding Agreement. This Amendment, and each of the other instruments, documents and
agreements executed in connection herewith constitute the legal, valid and binding
obligation of Borrower or other parties thereto and are enforceable against Borrower and
such other parties in accordance with their terms, except as such enforceability
may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws or
equitable principles relating to or limiting creditors rights generally.

3.     
Conditions Precedent

The
effectiveness of this Amendment and Lenders agreements set forth herein are subject
to the satisfaction of each of the following conditions precedent:

3.1     
Documentation. Borrower shall have delivered or caused to be delivered to the
Administrative Agent, at Borrowers sole cost and expense, the following, each of
which shall be originals and each in form and substance satisfactory to the Administrative
Agent:

(a)     
               this Amendment executed by Borrower; and

(b)     
               at least one fully-executed original Consent of Guarantors/Security Parties in
               the form of Annex I attached hereto.

3.2     
Representations and Warranties. All of Borrowers representations and
warranties contained herein shall be true and correct on and as of the date of execution
hereof and no Event of Default shall have occurred and be continuing under the Credit
Agreement or any of the other Loan Documents, as modified hereby.

4.
     Miscellaneous

4.1     
No Third Parties. Except as specifically provided herein, no third party
shall be benefited by any of the provisions of this Amendment; nor shall any such third
party have the right to rely in any manner upon any of the terms hereof, and none of the
covenants, representations, warranties or agreements herein contained shall run in favor
of any third party.

4.2     
Costs and Expenses. In addition to the obligations of Borrower under the Loan
Documents, Borrower agrees to pay all costs and expenses (including without limitation
reasonably attorneys fees) expended or incurred by the Lenders and the
Administrative Agent in connection with the negotiation, documentation and preparation of
this Amendment and any other documents executed in connection herewith, and in carrying
out the terms of this Amendment, whether incurred before or after the effective date
hereof.

4.3     
Integration; Interpretation. The Loan Documents, including this Amendment and the
documents, instruments and agreements executed in connection herewith, contain or
expressly incorporate by reference the entire agreement of the parties with respect to the
matters contemplated herein and supersede all prior negotiations, discussions and
correspondence.

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4.4     
Counterparts and Execution. This Amendment may be executed in counterparts, each of
which shall be deemed an original, and all of which together shall constitute one and the
same instrument.

4.5     
Governing Law.  This Amendment shall be governed by and construed in accordance
with the laws of the State of California.

4.6     
Non-Impairment of Loan Documents. On the date all conditions precedent set forth
herein are satisfied in full, this Amendment shall be part of the Credit Agreement to the
extent of the amendments to the Credit Agreement effected hereby. Except as expressly
provided in this Amendment or in any other document, instrument or agreement executed by
any Lender or the Administrative Agent, all provisions of the Loan Documents shall remain
in full force and effect, and the Lenders and the Administrative Agent shall continue to
have all its rights and remedies under the Loan Documents.

IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first set forth
above.

| |                                                                
| | ---------------------------------------------------------------
| | NEW HORIZONS WORLDWIDE, INC.,                                  
| | A Delaware corporation                                         
| |                                                                
| |                                                                
| | By: /s/  Robert S. McMillan                                    
| | Name:  Robert S. McMillan                                      
| | Title: Vice President & CFO                                    
| |                                                                
| |                                                                
| | WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
| | and as the sole Lender                                         
| |                                                                
| |                                                                
| | By:                                                            
| | Name:                                                          
| | Title:                                                         

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Annex I

Consent of
Guarantors/Security Parties

Reference
is made to that certain Credit Agreement dates as of February 27, 2003 by and among New
Horizons Worldwide, Inc., a Delaware corporation (Borrower), the lenders that
are party thereto (the Lenders), and Wells Fargo Bank, National Association
(the Administrative Agent), as administrative agent for the Lenders (as
amended, supplemented or otherwise modified from time to time, the Credit
Agreement). Capitalized terms used herein and not otherwise defined shall have the
meaning set forth for such terms in the Credit Agreement.

Each
of the undersigned hereby consents to the execution, delivery and performance of the
foregoing First Amendment to Credit Agreement.

Each
of the undersigned represents and warrants to the Lenders that the Loan Documents entered
into by such party remain in full force and effect in accordance with their terms.

This
Consent may be executed in counterparts, each of which shall be deemed an original, and
all of which together shall constitute one and the same instrument. The failure of one of
the parties listed below to sign this Consent shall not affect the validity of the
execution of this Consent by any other of the parties listed below.

IN
WITNESS WHEREOF, each of the undersigned has executed this Consent of Guarantors/Security
Parties by its duly authorized officer as of this 16th day of December 2003.

| |                                                   
| | --------------------------------------------------
| | "Guarantors/Security Parties"                     
| |                                                   
| | NEW HORIZONS EDUCATION CORPORATION,               
| | a Delaware corporation                            
| |                                                   
| | NEW HORIZONS COMPUTER LEARNING CENTER             
| | OF ALBUQUERQUE, INC., a Delaware corporation      
| |                                                   
| | NEW HORIZONS COMPUTER LEARNING CENTER             
| | OF MEMPHIS, INC., a Delaware corporation          
| |                                                   
| | NEW HORIZONS COMPUTER LEARNING CENTER             
| | OF CHARLOTTE, INC., a Delaware corporation        
| |                                                   
| | NEW HORIZONS COMPUTER LEARNING CENTER             
| | OF SANTA ANA, INC., a Delaware corporation        
| |                                                   
| | NHCLC OF SAN ANTONIO, INC., a Delaware corporation

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| |                                                                
| | ---------------------------------------------------------------
| | NOVA VISTA, L.L.C., a Delaware limited liability company       
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTER                          
| | OF HARTFORD, INC., a Delaware corporation                      
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTER                          
| | OF CHICAGO, INC., a Delaware corporation                       
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTER                          
| | OF DENVER, INC., a Delaware corporation                        
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTER                          
| | OF NASHVILLE, INC., a Delaware corporation                     
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTER                          
| | OF SACRAMENTO, INC., a Delaware corporation                    
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTER                          
| | OF METROPOLITAN NEW YORK, INC., a Delaware corporation         
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTER                          
| | OF CLEVELAND LTD., L.L.C., a Delaware limited liability company
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTERS, INC.,                  
| | a California corporation                                       
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTERS EMEA, L.L.C.,           
| | a Delaware limited liability company                           
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTERS APAC, L.L.C.,           
| | a Delaware limited liability company                           
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTER                          
| | OF INDIANAPOLIS, LLC an Indiana limited liability company      
| |                                                                
| | NEW HORIZONS COMPUTER LEARNING CENTER                          
| | OF INDIANAPOLIS, INC., a Delaware corporation                  
| |                                                                

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| |                                         
| | ----------------------------------------
| | NEW HORIZONS COMPUTER LEARNING CENTER   
| | OF ATLANTA, INC., a Delaware corporation

| |                                           
| | ------------------------------------------
| | By: /s/  Robert S. McMillan               
| | Robert S. McMillan, Vice President and CFO
| | [Printed Name and Title]                  

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