EXHIBIT 10.17

     THESE WARRANTS, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF,
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
     OF UNLESS THE SAME ARE REGISTERED IN ACCORDANCE WITH SAID ACT, OR
     IT IS ESTABLISHED TO THE SATISFACTION OF THE COMPANY THAT SUCH
     REGISTRATION IS NOT REQUIRED.

                 Void after 5:00 p.m., New York, New York Time,
                              on February 21, 2004

                          WARRANTS FOR THE PURCHASE OF

             35,000 SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE

                                       OF

                          NEW HORIZONS WORLDWIDE, INC.

      This Is To Certify That, FOR VALUE RECEIVED, The Nassau Group, Inc., or
its successors and permitted assigns ("Holder"), is entitled to purchase,
subject to the provisions of these Warrants, from New Horizons Worldwide, Inc.,
a Delaware corporation ("Company"), Thirty-Five Thousand (35,000) duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock,
$.01 par value per share, of the Company ("Common Stock"), at Twelve Dollars and
Fifty Cents ($12.50) per share, at any time or from time to time during the
period from December 31, 1997 to February 21, 2004 (subject to the vesting
provisions set forth below), but not later than 5:00 p.m., New York, New York
time on February 21, 2004. The number of shares of Common Stock which the Holder
is entitled to purchase upon the exercise of each Warrant and the exercise price
to be paid for each share of Common Stock may be adjusted from time to time as
hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, as adjusted from time to time, are hereinafter sometimes referred to
as "Warrant Shares" and the exercise price for one (1) Warrant Share in effect
at any time and as adjusted from time to time is hereinafter sometimes referred
to as the "Exercise Price".

      1. EXERCISE OF WARRANTS.

      Holder shall become entitled to exercise the Warrant with respect to the
aggregate number of Warrant Shares indicated below on or after the date
indicated opposite such number below:

               AGGREGATE NUMBER OF                        DATE BEGINNING
               WARRANT SHARES AS TO WHICH                 ON WHICH WARRANT
               WARRANT MAY BE EXERCISED                   MAY BE EXERCISED
               --------------------------                 ----------------
                        17,500                            January 1, 1998
                        26,250                            January 1, 1999
                        35,000                            January 1, 2000

<PAGE>

If these Warrants shall be exercised on any day on which banking institutions in
the State of New York are authorized or required by law to close, then these
Warrants shall be deemed exercised on the next succeeding day which shall not be
such a day. These Warrants may be exercised by presentation and surrender hereof
to the Company at its principal office (or to the stock transfer agent, if any,
of the Company at its office), with the Purchase Form annexed hereto duly
executed and accompanied by payment of the aggregate Exercise Price for the
number of Warrant Shares specified in such Purchase Form. The aggregate Exercise
Price for such Warrant Shares may be tendered to the Company in cash, by
certified check or bank draft, by conversion of any indebtedness outstanding at
such time of the Company to the Holder, if the Common Stock is then publicly
traded, in Warrants (valued for this purpose at their fair market value
determined as provided in subparagraph (b) below), or by any combination
thereof. Any request for exercise must be accompanied by such investment
representations as are reasonably requested by the Company. As soon as
practicable after each such exercise of a Warrant, but not later than 30 days
from the date of such exercise, the Company shall issue and deliver to the
Holder a certificate or certificates for the Warrant Shares issuable upon such
exercise, in such denomination or denominations and registered in such name or
names as the Holder shall have specified in the Purchase Form; provided, that if
a certificate or certificates for Warrant Shares are to be registered in a name
or names other than the name of the Holder, and the transfer of such Warrant
Shares is not made pursuant to a registration statement under the Securities Act
of 1933, as amended (the "Securities Act"), the Holder shall deliver to the
Company a legal opinion reasonably satisfactory to the Company to the effect
that such transfer is not required to be registered under the Securities Act. If
these Warrants should be exercised in part only, the Company shall, upon
surrender of these Warrants for cancellation, execute and deliver new Warrants
substantially in the form hereof evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares covered by these Warrants. Upon
receipt by the Company of these Warrants at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise, the Holder or
its designee shall be deemed to be the holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that the stock transfer books
of the Company shall then be closed or that certificates representing such
shares of Common Stock shall not then be physically delivered to the Holder or
its designee.

            (b) Payment for the Exercise Price tendered in Warrants under
subparagraph (a) above in lieu of any cash payment required thereunder shall be
by presentation and surrender of such Warrants. The number of Warrant Shares
delivered in exchange therefor shall be equal to (i) the excess of (A) the
product of (x) the maximum number of Warrant Shares deliverable upon exercise of
such Warrants and (y) the average closing price per share of the Common Stock on
the principal exchange on which the Common Stock is traded for the trading days
(during which the Common Stock actually traded) during the 90-day period
preceding the date of exercise or, if the Common Stock is not traded on an
exchange, the average closing price per share of the Common Stock in the
over-the-counter market for the trading days (during which the Common Stock
actually traded) during the 90-day period preceding the date of exercise over
(B) the product of (x) the maximum number of Warrant Shares deliverable upon
exercise of such Warrants and (y) the Exercise Price DIVIDED BY (ii) the average
closing price per

<PAGE>

share of the Common Stock determined in accordance with clause (i)(A)(y) above.

      2. RESERVATION OF SHARES. The Company shall at all times reserve and keep
available, free from preemptive rights, for issuance and/or delivery upon
exercise of these Warrants, such number of shares of its duly authorized and
unissued Common Stock, as shall be required for issuance and delivery of Warrant
Shares upon exercise in full of all outstanding Warrants. All shares of Common
Stock which are so issuable shall, when issued, be duly and validly issued,
fully paid and non-assessable and free from all taxes, liens and charges.

      3. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of these Warrants. In lieu
of issuing a fraction of a share, the number of Warrant Shares to be received
upon any exercise shall be rounded up to the next whole share.

      4. ASSIGNMENT OR LOSS OF WARRANT. These Warrants are not assignable
without the prior written consent of the Company, except that the Holder may
assign these Warrants, in whole or in part, to any affiliate of the Holder
without the consent of the Company. Further, any assignee of such Warrants
(except for affiliates of the Holder) shall provide the Company with such
investment representations as the Company may reasonably request and the Holder
shall provide the Company with a legal opinion reasonably satisfactory to the
Company that such transfer may be effected without registration under the
Securities Act. Subject to the Company's consent and receipt of the foregoing
(if required), upon surrender of these Warrants to the Company at its principal
office or at the office of its stock transfer agent, if any, with an Assignment
Form reasonably acceptable to the Company duly executed and funds sufficient to
pay any transfer tax, the Company shall, without charge to the assignor or the
assignee, execute and deliver a new Warrant or Warrants of like tenor as these
Warrants in the name or names of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and
these Warrants shall promptly be canceled. If less than all of these Warrants
are being assigned, new Warrants of like tenor as these Warrants shall be issued
and delivered to the Holder hereof for the portion of these Warrants not being
assigned.

      Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of these Warrants, and (in the case of loss,
theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of these Warrants, if mutilated, the Company will
execute and deliver new Warrants of like tenor and date exercisable for an
equivalent number of shares of Common Stock.

      5. RIGHTS OF THE HOLDER. The Holder shall not by virtue hereof be entitled
to any rights as a shareholder of the Company, either at law or in equity, and
the rights of the Holder are limited to those expressed or incorporated in these
Warrants and are not enforceable against the Company except to the extent set
forth or incorporated herein.

      6. ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time and
the number and kind of securities purchasable upon the exercise

<PAGE>

of the Warrants shall be subject to adjustment from time to time upon the
happening of certain events, as follows:

            (a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price shall
be adjusted, effective immediately after the record date for such dividend or
distribution or the effective date of such subdivision, combination or
reclassification, to a price determined by multiplying the Exercise Price in
effect immediately prior to such record date or effective date by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
immediately before giving effect to such dividend, distribution, subdivision,
combination or reclassification, and the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to such
dividend, distribution, subdivision, combination or reclassification.

            (b) Whenever the Exercise Price payable upon exercise of a Warrant
is adjusted pursuant to subparagraph (a) above, the number of Warrant Shares
purchasable upon exercise of a Warrant shall simultaneously be adjusted by
multiplying the number of Warrant Shares purchasable immediately prior to any
adjustment by the Exercise Price in effect immediately prior to any adjustment
and dividing the product so obtained by the Exercise Price as adjusted.

            (c) The provisions of this paragraph 6 shall not apply to (i) the
issue, sale, distribution or grant of any shares of Common Stock, any rights,
warrants or options to subscribe for or purchase shares of Common Stock or any
securities convertible into or exchangeable for shares of Common Stock to
officers, directors or employees of the Company pursuant to a compensation plan
that currently exists and has been, or in the future may exist and will be,
approved by the stockholders of the Company or (ii) the issuance of shares of
Common Stock to officers, directors or employees of the Company upon any
exercise of rights, warrants or options, or any conversion or exchange of
convertible or exchangeable securities, described in clause (i) above. No
adjustment to the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least five cents ($.05) in such price;
PROVIDED, HOWEVER, that any adjustments which by reason of this subparagraph (h)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment made under this paragraph 6. All calculations under
this paragraph 6 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. Anything in this paragraph 6 to
the contrary notwithstanding, the Company shall be entitled, but shall not be
required, to reduce the Exercise Price, in addition to those required reductions
by this paragraph 6, as it shall determine, in its sole discretion, to be
advisable in order that any dividend or distribution in shares of Common Stock,
or any subdivision, reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any federal income tax liability to the
holders of Common Stock or securities convertible into Common Stock (including
Warrants).

<PAGE>

            (d) Whenever the Exercise Price is adjusted as herein provided, the
Company shall promptly cause a notice setting forth the adjusted Exercise Price
and adjusted number of Warrant Shares issuable upon exercise of a Warrant to be
mailed to the Holder, at its last address appearing in the Warrant Register (as
hereinafter defined), and shall cause a certified copy thereof to be mailed to
the Company's stock transfer agent, if any. The Company may retain a firm of
nationally recognized independent certified public accountants selected by the
Board of Directors (who may be the regular accountants employed by the Company)
to make any computation required by this paragraph 6, and a certificate signed
by such firm shall be conclusive evidence of the correctness of such adjustment.

            (e) In the event that at any time, as a result of an adjustment made
pursuant to subparagraphs (a) and (b) above, the Holder of a Warrant thereafter
shall become entitled to receive any shares of the Company other than Common
Stock, thereafter the number of such other shares so receivable upon exercise of
a Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in subparagraphs (a) and (b).

            (f) Irrespective of any adjustments in the Exercise Price or the
number or kind of Warrant Shares purchasable upon exercise of a Warrant,
Warrants issued in substitution or replacement of these Warrants may continue to
express the same Exercise Price and number and kind of Warrant Shares as are
stated in such substituted or replaced Warrants.

            (g) As a condition precedent to the taking of any action which would
require an adjustment pursuant to this paragraph 6, the Company shall take any
action which may be necessary in order that the Company may thereafter validly
and legally issue as fully paid and nonassessable all Warrant Shares which the
Holder of these Warrants is entitled to receive upon the exercise thereof.

            (h) In case of any consolidation or merger to which the Company is a
party, other than a consolidation or merger in which the Company is a continuing
corporation and which does not result in any reclassification or conversion of,
or change in, the outstanding shares of Common Stock, or any sale or conveyance
of the property of the Company as an entirety or substantially as an entirety
(any such event being called a "Capital Reorganization") the Company shall cause
effective provisions to be made so that the Holder shall have the right
thereafter by exercising these Warrants at any time prior to their expiration,
to receive (in lieu of the number of shares of Common Stock theretofore
deliverable) cash in an amount per share of Common Stock equal to the excess, if
any, of (x) the fair market value per share of Common Stock of the consideration
received in the Capital Reorganization over (y) the Exercise Price.

      7. REGISTRATION RIGHTS

            (a) Upon a written request to register all, but not less than all,
of the Warrant Shares issued or issuable upon exercise of all of these Warrants
pursuant to the Securities Act from the holders thereof, the Company will use
its best efforts to register all such Warrant Shares pursuant to Form S-8
promulgated under such Securities Act or any similar

<PAGE>

registration statement then available ("S-8 Registration"). In the event the
Company is unable to register all of the Warrant Shares on such form, then upon
the request of the holder to register all, but not less than all, of the Warrant
Shares, it shall use its best efforts to cause such shares to be registered for
resale by the holder thereof on Form S-3 or any other registration form then
available ("S-3 Registration"). The Company hereby agrees to use its best
efforts to continue to qualify for the use of Form S-3.

            (b) If and whenever one or more holders of these Warrants and any
Warrant Shares have requested pursuant to the provisions of subparagraph (a)
above that the Company effect the registration of all of the Warrant Shares
under the Securities Act, the Company will:

                  (1) prepare and file with the SEC at the earliest practicable
date the appropriate registration statement with respect to such Warrant Shares
and use all reasonable efforts to cause such registration statement to become
effective as soon as practicable thereafter and to remain effective for such
period as may be reasonably necessary to effect the sale of the Warrant Shares,
but in any event no longer than three years from the date of issuance of the
Warrant Shares in the case of an S-3 Registration;

                  (2) prepare and file with the SEC such amendments and
supplements to such registration statement and to the prospectus contained
therein as may be reasonably necessary to keep such registration statement
effective for such period set forth in subparagraph (1) above, and to comply
with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;

                  (3) use all reasonable efforts to (i) register or qualify the
Warrant Shares, concurrently with the effectiveness of the registration
statement, under the Blue Sky or securities laws of any jurisdiction such holder
thereof reasonably requests, and (ii) do any and all other acts and things which
may be reasonably necessary or advisable to enable such holders to consummate
the disposition in such jurisdictions of the Warrant Shares in compliance with
such laws; PROVIDED, that the Company will not be required to (x) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph, (y) subject itself to taxation in
any jurisdiction in which it is not otherwise so subject or (z) file any general
consent to service of process in any such jurisdiction;

                  (4) furnish to the holders who participate in such
registration such number of copies of the registration statement, each amendment
and supplement thereto, the preliminary prospectus, the final prospectus and
such other documents as such holders may reasonably request in order to
facilitate the public offering of such Warrant Shares;

                  (5) notify the holders who participate in such registration,
promptly after it shall receive notice thereof, of the time when such
registration statement has become effective or a supplement to any prospectus
forming a part of such registration statement has been filed;

<PAGE>

                  (6) notify any seller or sellers of Warrant Shares covered by
such registration statement, at any time when a prospectus relating thereto
covered by such registration statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances then existing, not misleading and at the request
of such seller or sellers, prepare and furnish to such seller or sellers a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of the Warrant Shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances then existing, not misleading; and

                  (7) with respect to an S-3 Registration, furnish, at the
request of any holder or holders who participate in such registration, on the
date that the registration statement with respect to such Warrant Shares becomes
effective, (i) an opinion, dated such date, of counsel representing the Company
for the purpose of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering, addressed to the
holder or holders making such request; and (ii) a letter dated such date, from a
firm of nationally recognized independent certified public accountants which
represents the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering, addressed to the holder or holders making such request (subject
to any applicable limitations and requirements including, without limitation,
any certification requirements from the holder or holders participating in such
registration in Statement on Auditing Standards No. 72, or any successor
statement, as published by American Institute of Certified Public Accountants,
Inc.).

            (c) Notwithstanding anything contained herein to the contrary, the
Company shall not be obligated to use its best efforts to have more than one
registration statement declared effective under the Securities Act pursuant to
these Warrants.

            (d)   (1) With respect to an S-8 Registration the Company shall bear
all of the following fees, costs and expenses (collectively "Registration
Expenses"): all registration, filing and NASD fees, printing expenses, fees and
disbursements of counsel for the Company and all independent accountants for the
Company, underwriters (excluding discounts and commissions) and other persons
retained by the Company, messenger and delivery fees, transfer agent and
registrar fees and expenses, and the expenses and fees for any listing of the
securities to be registered on each securities exchange (or NASDAQ) on which
similar securities issued by the Company are then listed; and expenses and fees
incurred in connection with registration or qualification of the Warrant Shares
under Blue Sky or securities laws of the jurisdictions specified by the holders
thereof pursuant to subparagraph (b)(3) above.

<PAGE>

                  (2) With respect to an S-3 Registration, the Company shall
bear the first Ten Thousand Dollars ($10,000.00) of Registration Expenses and
one-half (1/2) of such expenses in excess of such amount, but in no event more
than Twenty-Five Thousand Dollars ($25,000.00) in the aggregate.

            (e)   (1) The Company will indemnify and hold harmless each holder
of Warrant Shares participating in a registration pursuant to these provisions,
and each broker or any other person acting on behalf of such holder and each
person, if any, who controls any of the foregoing persons within the meaning of
the Securities Act, from and against any and all loss, claim, damage, liability,
cost or expense to which any of the foregoing persons may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities, costs or expenses are caused by, are based upon, or arise out of
any untrue statement or alleged untrue statement of any material fact contained
in such registration statement, any prospectus contained therein or any
amendment or supplement thereto, or any document furnished or prepared by the
Company incident to the registration or qualification of the Warrant Shares
pursuant to this paragraph 7 or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, or any violation by the Company of the Securities Act or state
securities or Blue Sky laws applicable to the Company or relating to action or
inaction required of the Company in connection with such registration or
qualification under such state securities or Blue Sky laws; and shall reimburse
such holder, such broker or other person acting on behalf of such holder and
each controlling person for any legal or any other expenses reasonably incurred
by any of them in connection with investigating or defending any such loss,
claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage,
liability, cost or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in strict
conformity with written information furnished by such holder, such broker, such
other person acting on behalf of such holder or such controlling person
specifically for use in the preparation of such documents.

                  (2) Each holder participating in a registration hereunder will
indemnify and hold harmless the Company, and its officers, directors and each
person, if any, who controls the Company within the meaning of the Securities
Act, from and against any and all loss, claim, damage, liability, cost or
expense to which the Company or such officer, director or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages, liabilities, costs or expenses are caused by any untrue
statement or alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any amendment or
supplement thereto, or any document furnished or prepared by the Company
incident to the registration or qualification of the Warrant Shares pursuant to
this paragraph 7 or the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
but only to the extent that such untrue statement or alleged untrue statement or
omission or alleged omission was so made in reliance upon and in strict

<PAGE>

conformity with written information furnished by such holder specifically for
use in the preparation of such documents.

                  (3) Each party entitled to indemnification under this
subparagraph (d) (the "Indemnified Party") shall give notice to the party that
allegedly is obligated hereunder to indemnify the Indemnified Party (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom; PROVIDED, HOWEVER, that counsel for the Indemnifying Party,
who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense (unless the Indemnified Party shall have been
advised by counsel that actual or potential differing interests or defenses
exist or may exist between the Indemnifying Party and the Indemnified Party, in
which case such expense shall be paid by the Indemnifying Party); and PROVIDED
FURTHER that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
subparagraph (d). No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.

            (f) Notwithstanding anything to the contrary contained herein, the
holders of Warrant Shares shall have no registration rights hereunder with
respect to any proposed sale of Warrant Shares if an exemption from registration
pursuant to Rule 144(k) promulgated under the Securities Act is available for
the offer and sale of all of the Warrant Shares proposed to be sold.

      8. MISCELLANEOUS

            (a) All notices and other communications provided for hereunder
shall be in writing (including telegraphic, telex or cable communication) and
shall become effective (i) when personally delivered on a business day during
normal business hours at the place of receipt to the party to be given such
notice, (ii) on the third business day following the day when deposited, if
mailed by certified or registered mail with return receipt requested and postage
thereon fully prepaid, (iii) on the business day following the day when
deposited if sent by overnight courier, fully prepaid, or (iv) on the business
day such notice shall have been sent by telex, telegram, telecopier, cable or
similar electronic device, fully prepaid. The addresses for such notice shall
be:

               if to the Company, to:

                             New Horizons Worldwide, Inc.
                             500 Campus Drive
                             P.O. Box 451
                             Morganville, New Jersey 07751
                             Attention:  Chief Financial Officer

<PAGE>

               if to the Holder, to:

                             The Nassau Group, Inc.
                             18 Kings Highway North
                             Westport, Connecticut 06880
                             Attention:  J. Francis Lavelle

or at such other address as any of the foregoing parties shall from time to time
designate in writing to the other party in accordance herewith.

            (b) No failure or delay of the Holder in exercising any right, power
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof, or any abandonment or discontinuance of steps to
enforce such a right, power or privilege, preclude any other further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies of the Holder are cumulative and not exclusive of any rights or
remedies which it would otherwise have. The provisions of these Warrants may be
amended, modified or waived if, but only if, such amendment, modification or
waiver is in writing and is signed by the Holders of a majority of the Warrants
outstanding; PROVIDED, that no amendment, modification or waiver may change the
Exercise Price or the number of Warrant Shares subject to purchase upon exercise
of each Warrant (including without limitation any adjustments or any provisions
with respect to adjustments or the manner of exercise) without the consent in
writing of all of the Holders of the Warrants outstanding.

            (c) All covenants, agreements and provisions of these Warrants by or
for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.

            (d) THESE WARRANTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

      IN WITNESS WHEREOF, New Horizons Worldwide, Inc. has caused this Warrant
to be manually executed by its duly authorized President and attested by its
duly authorized Secretary.

                                            NEW HORIZONS WORLDWIDE, INC.

                                            By: /s/ THOMAS J. BRESNAN
                                                --------------------------------
                                                Thomas J. Bresnan, President

Dated: December 31, 1997

Attest:

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

<PAGE>

                                  PURCHASE FORM

                                                   Dated:  ______________, ____

               The undersigned hereby irrevocably elects to exercise the within
Warrants to the extent of purchasing Warrant Shares and hereby tenders payment
of the aggregate Exercise Price therefor by the following means:
_____________________________________. Any cash payments to be made in lieu of
issuing fractional shares should be payable to the order of the undersigned and
delivered at the indicated address.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name ___________________________________________________________________________
                         (Please typewrite or print in block letters)

Address ________________________________________________________________________

               Signature __________________________________________

               Address ____________________________________________