BANK OF AMERICA

                                                                                                   Amendment to Documents

AMENDMENTNO. 4 TO BUSINESS LOAN AGREEMENT

RECITALS

                     A.        The Bank and the Borrower entered into a certain Business Loan Agreement dated as of August         23, 1999 (the "Agreement").

                      B.        The Bank and the Borrower desire to amend the Agreement.

AGREEMENT

                      **1.  Definitions**.  Capitalized terms used but not defined in this Amendment shall have the         meaning given to them in the Agreement.

                      **2. Amendments**.  The Agreement is hereby amended as follows:

               2.1  Paragraph 8.4 of the Agreement is amended to read in its entirety as follows:

                    **"8.4  Fixed Charge Coverage Ratio.**  To maintain on a consolidated basis a Fixed Charged Coverage Ratio of                         at least the amounts indicated for each period specified below:

**Period**

**Ratio**

 From September 30, 2000 through December 31, 2000
 1.50:1.0
 From March 31, 2001 through June 30, 2001
 0.75:1.0 
 From September 30, 2001 through June 30, 2002
 1.30:1.0 
 From September 30, 2002 and thereafter
1.50:1.0
‘Fixed Charge CoverageRatio’ means the sum of net income, plus income tax expenses, plus grossinterest expense, plus depreciation, plus non-cash amortization, lessextraordinary income/gains, less non-financed tangible capital expenditures,less cash income taxes paid; divided by the sum of gross interest expense, plusscheduled principal payments on debt and capital leases, plus earn-out paymentsmade during the calculation period. For the purposes of this ratio, capitalexpenditures financed under Facility No. One will be considered as‘non-financed capital expenditures’ whereas capital expendituresfinanced under Facility No. Two will be considered as ‘financed capitalexpenditures.’ This ratio will be calculated at the end of each fiscalquarter, using the results of that quarter and each of the 3 immediatelypreceding quarters. 

For the fiscal quartersending March 31, 2000, June 30, 2000, and September 30, 2000, the calculation ofthis covenant shall exclude a pre-tax write-down amount of up to Three MillionThree Hundred Thirty Eight Thousand Dollars ($3,338,000).” 

              2.2  Paragraph 8.5 of the Agreement is amended to read in its entirety as follows:
                    **"8.5  EBITDA.**  To maintain on a consolidated basis EBITDA equal to at least the amounts indicated for each                         period below:

Period

Amounts

 From September 30, 2000 through September 30, 2001
 $25,000,000
 From December 31, 2001 through June 30, 2002
 $30,000,000 
 From September 30, 2002 through December 31, 2002
 $35,000,000 
 From March 31, 2002 and thereafter
$40,000,000
‘EBITDA’ meansnet profit before taxes, plus interest expense, depreciation, amortization andtaxes. This covenant will be calculated at the end of each fiscal quarter, usingthe results of that quarter and each of the 3 immediate preceding quarters. 

For the fiscal quartersending March 31, 2000, June 30, 2000, and September 30, 2000, the calculation ofthis covenant shall exclude a pre-tax write-down amount of up to Three MillionThree Hundred Thirty Eight Thousand Dollars ($3,338,000).” 

        **3Representations and Warranties**. When the Borrower signs thisAmendment, the Borrower represents and warrants to the Bank that: (a) there isno event which is, or with notice or lapse of time or both would be, a defaultunder the Agreement except those events, if any, that have been disclosed inwriting to the Bank or waived in writing by the Bank, (b) the representationsand warranties in the Agreement are true as of the date of this Amendment as ifmade on the date of this Amendment, (c) this Amendment is within theBorrower’s powers, has been duly authorized, and does not conflict with anyof the Borrower’s organizational papers, and (d) this Amendment does notconflict with any law, agreement, or obligation by which the Borrower is bound. 

        **4Effect of Amendment**. Except as provided in this Amendment, allof the terms and conditions of the Agreement shall remain in full force andeffect. 

  This Amendment is executed as of the date stated at the beginning of this Amendment.
  Bank of America, N.A.  New Horizons Worldwide, Inc.              X     _________________________  X     _________________________ By:   Dean R.Glassberg, Vice President  By:   Robert S. McMillan, Vice President and Chief Financial Officer