EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective as of January 7, 2002, (the “Effective Date”) by New Horizons Worldwide, Inc., a Delaware corporation (the “Employer”), and Xxxxxx X. Xxxx, an individual (the “Executive”).

RECITALS

A. The Employer desires to engage the Executive’s services as the Chief Operating Officer of the Employer and the Executive wishes to accept such employment upon the terms and conditions set forth herein including, without limitation, the covenants and agreements of the Executive set forth in Sections 7 and 8 hereof.

B. Based upon inducements described in this Agreement, the Executive intends to forego other employment-related opportunities and desires to be employed as an employee of the Employer.

AGREEMENT

In consideration of the foregoing and the mutual promises and covenants set forth herein, the parties, intending to be legally bound, agree as follows:

1. Definitions.

For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.

“Affiliate(s)” -- any Person directly or indirectly controlled by, or under common control with, the Employer or any other referenced Person.

“Agreement”-- this Employment Agreement, including any Exhibits hereto, as amended from time to time.

“Annual Performance Bonus” – as described in Section 3.2.

“Benefits” – as described in Section 3.1(b).

“Board of Directors”-- the Board of Directors of the Employer.

“Cause” – any of the following which occur during the Employment Period: (i) any fraud, misappropriation or embezzlement by the Executive in connection with the business of the Employer or any Affiliate; (ii) any act of gross negligence, gross corporate waste or extreme disloyalty by the Executive with respect to, or the commission of any intentional tort by the Executive against, the Employer or any Affiliate; (iii) any conviction of or nolo contendere plea to a felony or a first degree misdemeanor by the Executive that has or can reasonably be expected to have a material detrimental effect on the Employer or any Affiliate; (iv) repeated absenteeism (other than medical leave, disability leave or other approved absence), illegal drug use or excessive alcohol consumption by the Executive; (v) any gross neglect or persistent neglect by the Executive to perform the duties of his employment, provided that the Executive shall first have received a written notice which sets forth in reasonable detail the manner in which the Executive has grossly or persistently neglected such duties and shall have failed to cure the same within a period of 30 days after such notice is given unless the same cannot reasonably be cured within said 30-day period, in which event the Executive shall have up to an additional 90 days to cure the same so long as the Executive is diligently seeking to cure the same, and provided, further, that the Employer shall not be required to give written notice of, nor shall the Executive have a period to cure, the same or any similar gross neglect or persistent neglect as to which the Employer shall have previously given written notice and which the Executive shall have previously cured; (vi) any public conduct by the Executive that has or can reasonably be expected to have a material detrimental effect on the Employer or any Affiliate; or (vii) any voluntary resignation or other termination of employment effected by the Executive under circumstances in which the Employer could effect such termination as a result of any of the foregoing.

“Code” – the Internal Revenue Code of 1986, as amended.

“Compensation” – Salary, Benefits and Annual Performance Bonus (including any Deferred Bonus).

“Compensation Committee” – the Compensation Committee of the Board of Directors.

“Confidential Information” – information of any type, not generally known, about the business, processes, services, products, suppliers, customers, decisions, or plans of the Employer, any Affiliate or any customer thereof (regardless of whether a confidentiality agreement, with such customer has been executed), which is used or useful in the conduct of the business of the Employer or an Affiliate or which confers or tends to confer a competitive advantage over one who does not possess such information. Such information includes, but is not limited to: designs, processes, procedures, formulae and improvements; information relating to trade secrets, know-how, research, development, design, engineering, quality control or service techniques; information about existing, new or envisioned products, processes or services, their development or performance; information relating to quotation, purchasing, accounting, sales, marketing, or pricing including financial or business planning information, financial statements and forecasts, business plans, product pricing information and customer and supplier lists; marketing programs and methods; and computer software and programs (including object code and source code).

“Conflicts of Interest” – any activity which creates a conflict between the personal interests of the Executive and the interests of the Employer or an Affiliate, including, but not limited to: (i) owning a financial interest in any Person which does business with the Employer or an Affiliate (except where such interest consists of ownership of securities in a publicly owned corporation); (ii) rendering services to any Person which does business with the Employer or an Affiliate; (iii) accepting gifts (of more than token value), loans (other than from established financial institutions), excessive entertainment, or other substantial favors from any Person which does business or is seeking to do business with the Employer or an Affiliate; (iv) representing the Employer or an Affiliate in any transaction in which the Executive has a substantial interest; (v) using Confidential Information for personal gain; (vi) competing with the Employer or an Affiliate, directly or indirectly, in the purchase or sale of property, products, or services; and (vii) transacting personal business with any Person so as to cause such Person to believe it is dealing with the Employer or an Affiliate rather than the Executive as an individual.

“Disability” – as defined in Section 6.3.

“Effective Date” – January 7, 2002.

“Employee Invention” – any idea, invention, technique, modification, process, or improvement (whether patentable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Executive, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that directly relates to the Executive’s duties or the business then being conducted or proposed to be conducted by the Employer, and any such item created by the Executive, either solely or in conjunction with others, following termination of the Executive’s employment with the Employer, that is based upon or uses Confidential Information; provided, however, that any item so created by the Executive that is based upon or uses Confidential Information that the Executive demonstrates was or became generally available to the public, other than as a result of a disclosure by the Executive, will not be deemed to be an Employee Invention for any purposes; and provided further, that the Employer hereby specifically acknowledges and agrees that the “Money Maker 3” sales training series and related book being produced by the Employee in conjunction with COMPTIA shall not be considered an Employee Invention for purposes of this Agreement.

“Employer” – New Horizons Worldwide, Inc., including its successors and assigns.

“Employment Period” – the period of the Executive’s employment under this Agreement.

“Franchisee” – the franchises of New Horizons Computer Learning Centers, Inc., an Affiliate of the Employer, and its successors and assigns.

“Initial Contract Year” – as defined in Section 2.2.

“Noncompetition Period” – the period of time equal to the Employment Period, plus the period of the Executive’s employment with the Employer or an Affiliate upon expiration of this Agreement plus two (2) years from the date of the Executive’s termination of employment with the Employer and all Affiliates, whether during or after the Employment Period.

“Person” – any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.

“Proprietary Items” – as defined in Section 7.2(a)(iv).

“Related Agreements” means any stock option or other equity based agreement(s) by and between the Executive and the Employer or an Affiliate of the Employer.

“Salary” – as defined in Section 3.1(a).

“Subsequent Contract Year(s)” – as defined in Section 2.2.

2. Employment Term and Duties.

2.1 Employment. The Employer hereby employs the Executive, effective as of the Effective Date, and the Executive shall accept employment by the Employer, as of the Effective Date, upon the terms and conditions set forth in this Agreement.

2.2 Term. Subject to the provisions of Section 6, Executive’s employment under this Agreement shall commence on the Effective Date and continue through December 31, 2004. The period commencing on the Effective Date and ending December 31, 2002 is herein referred to as the “Initial Contract Year” and the calendar years of 2003 and 2004 are herein referred to separately as a “Subsequent Contract Year” or collectively as the “Subsequent Contract Years.”

2.3 Duties. The Executive will have such duties as are assigned or delegated to the Executive by the Board of Directors or Chief Executive Officer of the Employer and will initially serve as the Chief Operating Officer of the Employer. The Executive will devote his entire business time, attention, skill, and energy exclusively to the business of the Employer and its Affiliates, as the case may be, will use his best efforts to promote the success of the such business, and will cooperate fully with the Chief Executive Officer and the Board of Directors of Employer, as the case may be, in the advancement of the best interests of the Employer and its Affiliates. Notwithstanding the foregoing, it is understood and agreed that (i) until the earlier of June 30, 2002 or the Executive’s relocation to Orange County, California approximately three (3) out of every ten (10) of the Executive’s working days will be conducted at or based from his Maryland residence and (ii) throughout the Employment Period the Executive shall be entitled to participate in industry activities provided that the Executive consults with the Chief Executive Officer before committing to participate and that such participation does not unduly interfere with the performance of the Executive’s duties for the Employer.

3. Compensation.

3.1 Basic Compensation.

(a) Salary. The Executive will be paid a salary at an annualized rate of $275,000.00 per year, subject to the provisions of Section 6, and as may be increased or decreased as provided below (the “Salary”). The Salary will be payable in equal periodic installments according to the Employer’s customary payroll practices, but not less frequently than monthly. The Salary will be reviewed by the Board of Directors or Compensation Committee of the Employer not less frequently than annually prior to the commencement of each Subsequent Contract Year. Any increase in the Salary shall be made by, and at the sole discretion and approval of, the Board of Directors or Compensation Committee. Any decrease in the Salary may be made only if comparable percentage decreases are made in the salaries of the Employer’s other senior executives or with the agreement of the Executive.

(b) Benefits. The Executive will be entitled to participate in such pension, deferred compensation, profit sharing, bonus, life insurance, hospitalization and medical and dental plans or insurance coverage, disability, and other employee benefit plans, programs and policies of the Employer which are made available to the executive officers of the Employer on or after the Effective Date (collectively, “Plans”) if and to the extent that such Plans are or remain in effect and the Executive is eligible under the terms thereof. In addition, the Executive shall be entitled to the modifications or supplements to the benefits provided under the Plans set forth on Exhibit A. All of the plans, agreements, and undertakings of Employer set forth above (and as modified or supplemented by Exhibit A) are herein collectively referred to as the “Benefits.” Any Benefits hereunder shall be subject to such local, state or federal tax reporting requirements as may be in effect at any time during the Employment Period.

3.2 Annual Performance Bonus.

(a) Determination. As additional incentive compensation for the services to be rendered by the Executive pursuant to this Agreement, the Executive shall be eligible each year during the Employment Period to receive a bonus (the “Annual Performance Bonus”). The Annual Performance Bonus, if any, will be based upon performance during that year against one or more quantitative financial goals for the Employer and/or its Affiliates. All such goals and the weight to be given to each in determining the Executive’s Annual Performance Bonus shall be determined by the Board of Directors, Compensation Committee or Chief Executive Officer of the Employer in consultation with the Executive. The determination of the Executive’s achievement of such goals shall be made by the Board of Directors, Compensation Committee or Chief Executive Officer in its or his good faith discretion, and any such determination shall be final and binding on the Executive. It is understood and agreed that if the goal for determination of the Annual Performance Bonus is fully satisfied, or if the goals for such determination are fully satisfied on the agreed weighted average basis, then the amount of such bonus shall not be less than fifty percent (50%) of the Executive’s then current Salary. It is further understood and agreed that the amount of the Annual Performance Bonus shall in no event exceed one hundred percent (100%) of the Executive’s then current Salary. Opportunities for an Annual Performance Bonus less than the foregoing parameter amounts shall be determined by the Board of Directors, Compensation Committee or Chief Executive Officer in consultation with the Executive at the time the goal(s) for the year are established.

(b) Contingencies. Notwithstanding anything to the contrary herein, in order to receive any Annual Performance Bonus with respect to a given year, the Executive must be employed by the Employer (or any of its Affiliates) through the month of March of the subsequent year. Further, one-half of any annual Performance Bonus for the Initial Contract Year and the first Subsequent Contract Year (a “Deferred Bonus”) shall not be payable unless the Executive remains employed with the Employer or an Affiliate through December 31, 2004 or such employment is terminated earlier by the Employer without Cause or as a result of the death or Disability of the Executive. Any Annual Performance Bonus other than a Deferred Bonus that is to be paid to the Executive hereunder shall be paid not later than April 30 of the year following the year to which the Annual Performance Bonus relates. Any Deferred Bonus to be paid to the Executive shall be paid within seven (7) days of the date of the event giving rise to its payment, together with interest accrued from the date on which the other half of the Annual Performance Bonus was or should have been paid through the date of payment at the rate of seven percent (7%) per annum.

4. Expenses. The Employer will pay or reimburse the Executive for reasonable business expenses incurred by him on behalf of the Employer or an Affiliate in the performance of his duties, provided that the Executive furnishes the Employer with such documentation as the Employer may reasonably request, including such documentation as may be required by the Code or the regulations thereunder.

5. Relocation. In order to facilitate the Executive’s relocation to Orange County, California, the Employer agrees to pay or reimburse the Executive for the expenses set forth on Exhibit B, provided that the Executive furnishes the Employer documentation of such expenses reasonably satisfactory to the Employer and as may be required by the Code or the regulations thereunder. Notwithstanding the foregoing, in the event the Executive’s employment is terminated by the Employer for Cause or the Executive elects to terminate such employment, the Employer shall be entitled to recoup a portion of the relocation expenses of the type described in items 3, 4 and 5 of Exhibit B determined by multiplying the total of such expenses by a fraction, the numerator of which shall be the number of full calendar months remaining in the Employment Period and the denominator of which shall be thirty-six (36).

6. Termination.

6.1 Events of Termination.

(a) Death; Disability. In the event of the Executive’s death or Disability, his employment with the Employer shall be deemed terminated as of the end of the month in which such death or Disability occurs, and all rights, duties and obligations of the parties hereunder shall thereupon cease, except for the Executive’s obligations under Section 7 and Section 8 hereof (in the case of a termination due to Disability), and the Employer’s obligations under Sections 6.2(a) hereof.

(b) By The Employer for Cause. The Executive’s employment with the Employer may be terminated at the option of and by written notice from the Employer if the Board of Directors of Employer find Cause for termination. Upon any such termination all rights, obligations and duties of the parties hereunder shall immediately cease (including, but not limited to, the payment by the Employer of all Compensation), except for the Executive’s obligations under Section 7 and Section 8 hereof.

(c) By The Employer Without Cause. The Employer may also terminate the Executive’s employment at any time upon not less than thirty (30) days advance written notice without Cause. Upon expiration of such notice period all rights, obligations and duties of the parties hereunder shall immediately cease, except for the Executive’s obligations under Section 7 and Section 8 hereof and the Employer’s obligations under Section 6.2(b).

(d) By the Executive. The Executive may terminate his employment with the Employer upon not less than forty-five (45) days advance written notice to the Employer, provided, however, that after the receipt of such notice, the Employer may, in its discretion, accelerate the effective date of such termination at any time by written notice to the Executive. Upon the effective date of any such termination, all rights, obligations and duties of the parties hereunder shall immediately cease, except for the Executive’s obligations under Section 7 and Section 8.

6.2 Termination Pay. Effective upon the termination of the Employment Period, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary) only such compensation as is provided in this Section 6.2. For purposes of this Section 6.2, the Executive’s designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive’s estate.

(a) Termination by Death or Disability. If the Employment Period is terminated as a result of the Executive’s death or Disability, the Employer will pay to the Executive’s designated beneficiary the Executive’s Salary set for the remainder of the month in which the death or Disability (as determined under Section 6.3) occurred.

(b) Termination by the Employer Without Cause; Expiration or Subsequent Termination Without Cause. If the Employer terminates the Executive’s employment without Cause during the Initial Contract Year (i) the Employer will continue to pay the Executive his Salary for a period of twelve (12) months and (ii) continue to provide or reimburse the Executive for medical and dental insurance comparable to that by which the Executive was covered at the date of termination for a period of twelve (12) months or until the earlier employment of the Executive by another employer. If the Employer terminates the Executive’s employment without Cause during a Subsequent Contract Year (i) the Employer will continue to pay the Executive his Salary for a period of six (6) months and (ii) continue to provide or reimburse the Executive for medical and dental insurance comparable to that by which the Executive was covered at the date of termination for a period of twelve (12) months or until the earlier employment of the Executive by another employer. If the Employer fails to continue the Executive’s employment upon expiration of the Employment Period or if the Executive remains employed by the Employer or an Affiliate following such expiration and his employment is thereafter terminated by the Employer without Cause (i) the Employer will continue to pay the Executive his Salary for a period of six (6) months and (ii) continue to provide or reimburse the Executive for medical and dental insurance comparable to that by which the Executive was covered at the date of termination for a period of six (6) months or until the earlier employment of the Executive by another employer.

(c) Termination by the Executive. Subject to the next sentence, if the Executive terminates his employment, then, regardless of whether the Employer accelerates the effective date of such termination (as contemplated by Section 6.1(d) above),the Employer shall continue to pay to the Executive his Salary, in accordance with normal payroll practices, to and through the expiration of the notice period that is required by Section 6.1(d) and was provided by the Executive with respect to his termination.

6.3 Determination of Disability. For purposes of this Agreement, “Disability” shall mean any physical or mental impairment (i) because of which the Executive is unable to perform the principal duties of his employment for a period of at least 120 consecutive days or for 180 days during any twelve (12) month period or (ii) which, in the judgment of the Board of Directors of the Employer based on a written certification of a physician acceptable to it, renders the Executive incapable of performing the principal duties of his employment. The determination of the medical doctor selected under this Section 6.3 will be binding on both parties. The Executive must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this Section 6.3, and the Executive hereby authorizes the disclosure and release to the Employer of such determination and all supporting medical records. If the Executive is not legally competent, the Executive’s legal guardian or duly authorized attorney-in-fact will act in the Executive’s stead for the purposes of selecting the medical doctor, submitting the Executive to the examinations, and providing the authorization of disclosure as required under this Section 6.3.

7. Confidentiality; Employee Inventions.

7.1 Acknowledgments by the Executive. The Executive acknowledges that (i) during the Employment Period and as a part of his employment, the Executive will be afforded access to Confidential Information; (ii) public disclosure of such Confidential Information could have an adverse effect on the Employer or an Affiliate and its or their business; (iii) since the Executive possesses substantial expertise and skill with respect to the Employer’s business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (iv) the Compensation provided to Executive hereunder constitutes good and sufficient additional consideration for the Executive’s agreements and covenants in this Section 7; and (v) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

7.2 Covenants of the Executive. In consideration of the Compensation to be paid or provided to the Executive by the Employer under this Agreement, the Executive covenants as follows:

(a) Confidentiality.

(i) During and at all times following the Employment Period the Executive will hold in confidence the Confidential Information and will not disclose it to any person or use it for any purpose except with the specific prior written consent of the Employer or except as otherwise expressly permitted by the terms of this Agreement.

(ii) Any trade secrets of the Employer or an Affiliate will be entitled to all of the protections and benefits under applicable trade secret laws. If any information that the Employer deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. The Executive hereby waives any requirement that the Employer or an Affiliate submit proof of the economic value of any trade secret or post a bond or other security.

(iii) None of the foregoing obligations and restrictions applies to any part of the Confidential Information (A) that the Executive demonstrates was or became generally available to the public other than as a result of a disclosure by the Executive or (B) that is required to be disclosed by law, provided that the Executive shall consult with the Employer concerning such disclosure in advance and cooperate with any reasonable protective measures sought by the Employer.

(iv) The Executive will not remove from the Employer’s (or any Affiliate’s) premises (except to the extent such removal is for purposes of the performance of the Executive’s duties at home or while traveling, or except as otherwise specifically authorized by the Employer) any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form (collectively, the “Proprietary Items”). The Executive recognizes that, as between the Employer (or an Affiliate) and the Executive, all of the Proprietary Items, whether or not developed by the Executive, are the exclusive property of the Employer (or the applicable Affiliate). Upon termination of this Agreement by either party, the Executive will return to the Employer (or the applicable Affiliate) all of the Proprietary Items in the Executive’s possession or subject to the Executive’s control, and the Executive shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items.

(b) Employee Inventions. Each Employee Invention will belong exclusively to the Employer (or the applicable Affiliate). The Executive acknowledges that all of the Executive’s writing, works of authorship, and other Employee Inventions are works made for hire and the property of the Employer (or the applicable Affiliate), including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Executive hereby assigns to the Employer (or the applicable Affiliate) all of the Executive’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Executive covenants that he will promptly:

(i) disclose to the Employer in writing any Employee Invention;

(ii) assign to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the Executive’s right to the Employee Invention for the United States and all foreign jurisdictions;

(iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions;

(iv) sign all other papers necessary to carry out the above obligations; and

(v) give testimony and render any other assistance, in support of the Employer's (or the applicable Affiliate’s) rights to any Employee Invention.

7.3 Disputes or Controversies. The Executive recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration panel, or other third party, the preservation of the secrecy of Confidential Information may be jeopardized. All pleadings, documents, testimony, and records relating to any such adjudication will be maintained in secrecy and will be available for inspection by the Employer, the Executive, and their respective attorneys and experts, who will agree, in advance and in writing, to receive and maintain all such information in secrecy, except as may be limited by written agreement among them.

8. Non-Competition, Non-Solicitation and Non-Interference; Conflicts of Interest.

8.1 Acknowledgments By the Executive. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique and unusual character; and (b) the Compensation provided to the Executive hereunder, together with the consideration provided to the Executive under the Related Agreements, constitute good and sufficient additional consideration for the Executive’s agreements and covenants in this Section 8; and (c) the provisions of this Section 8 are reasonable and necessary to protect the Employer’s business.

8.2 Covenants of the Executive. In consideration of the acknowledgments by the Executive, and in consideration of the Compensation to be paid or provided to the Executive by the Employer, the Executive covenants that he will not, directly or indirectly:

(a) during the Noncompetition Period, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend the Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, any business whose activities compete in whole or in part with the activities of the Employer, an Affiliate or a Franchisee within those geographical areas in which the Employer, Affiliate or Franchisee performed or performs such services (any of the foregoing a “Competitive Business”); provided, however, that the Executive may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any Competitive Business (but without otherwise participating in the activities of such Competitive Business) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; and provided further, that the Executive may retain his current investment in iLearning, a Sylvan Ventures portfolio company; or

(b) whether for the Executive’s own account or the account of any other person (i) at any time during the Noncompetition Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any Person who is or was an employee of the Employer, an Affiliate or a Franchisee at any time during the Noncompetition Period or in any manner induce or attempt to induce any employee of the Employer, an Affiliate or a Franchisee to terminate his employment therewith; or (ii) at any time during the Noncompetition Period, interfere with the business or contractual relationship or the prospective business relationship or advantage which the Employer, an Affiliate or any Franchisee has with any Person, including any Person who at any time during the Noncompetition Period was an employee, contractor, supplier, or customer of the Employer, an Affiliate or a Franchisee.

8.3 Enforceability; Notice. If any covenant in Section 8.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in Section 8.2 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenant under Section 8.2 is in effect, give notice to the Employer, within ten (10) days after accepting any other employment (including self-employment), of the identity of the Executive’s employer. Employer may notify such employer that the Executive is bound by this Agreement and, at the Employer’s election, furnish such employer with a copy of this Agreement or relevant portions thereof.

9. General Provisions.

9.1 Injunctive Relief; Specific Performance. The Executive acknowledges that the injury that would be suffered by the Employer as a result of a breach of the provisions of Section 7 or Section 8 would be irreparable and that an award of monetary damages to the Employer for such a breach would be an inadequate remedy. Consequently, the Employer will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach of such sections or otherwise to specifically enforce any provision thereof, and the Employer will not be obligated to post bond or other security in seeking such relief.

9.2 Covenants of Sections 7 and 8 are Essential and Independent. The covenants by the Executive in Section 7 and Section 8 are essential elements of this Agreement, and without the Executive’s agreement to comply with such covenants, the Employer would not have entered into this Agreement, offered employment to the Executive or offered the Executive the Salary and Benefits and other consideration provided hereunder. The Executive’s covenants in Section 7 and Section 8 are independent covenants and the existence of any claim by the Executive against the Employer under this Agreement or otherwise, or against any Affiliate of Employer, will not excuse the Executive’s breach of any covenant in Section 7 or Section 8. If the Executive’s employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Executive in Section 7 and Section 8.

9.3 Representations, Warranties and Additional Covenants of the Executive. The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound; provided, however, that no representation or warranty is made with respect to that certain Employment Agreement and Restrictive Covenants dated February 29, 2000 between the Executive and Prometric, Inc. and subsequently with the Lifelong Learning Group. The Executive also covenants and agrees not to use the proprietary or confidential information (including trade secrets) of any prior employer or Affiliate thereof or any other party in the performance of his obligations under this Agreement.

9.4 Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

9.5 Binding Effect; Delegation of Executive’s Duties Prohibited. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives; provided, however, that this Agreement shall not be binding upon any assignee of the Employer, any successor entity into which the Employer may be merged or any purchaser of substantially all of the Employer’s assets which is not an Affiliate of the Employer without the prior written consent of the Executive, which consent will not be unreasonably withheld. The duties and covenants of the Executive under this Agreement, being personal, may not be delegated or assigned.

9.6 Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand to the address(es) below, or (b) one business day after deposit with a nationally recognized overnight delivery service (receipt and next day delivery requested), in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other parties):

If to Employer:	New Horizons Worldwide, Inc. 0000 X. Xxxxx Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, XX 00000 Attention: Chief Executive Officer
With a copy to:	Xxxxx X. Xxxxxx, Esq. Xxxxxx, Halter & Xxxxxxxx LLP 1400 XxXxxxxx Investment Center 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
If to Executive:	Xxxxxx X. Xxxx 000 Xxx Xxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000

9.7 Entire Agreement; Amendments. This Agreement, as it may be amended from time to time, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understandings, oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended orally, but only by an agreement in writing signed by the parties hereto.

9.8 Governing Law; Venue and Jurisdiction. If a proceeding or claim relating or pertaining to this Agreement is initiated by either party hereto, such proceeding or claim shall and must be filed in any state or federal court located in Orange County, California, and this Agreement and such proceeding or claim shall be governed by and construed under California law; provided, however, that if the application of such law shall in any way limit the enforceability of Section 7 or Section 8 hereof against the Executive and Executive shall not then be a resident of California, this Agreement shall be governed by the laws of the State of Delaware.

9.9 Section Headings; Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

9.10 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

9.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date above first written above.

NEW HORIZONS WORLDWIDE, INC.

By:

Xxxxxx X. Xxxxxxx

President and Chief Executive Officer

(“Employer”)

Xxxxxx X. Xxxx

(“Executive”)


	Exhibit A
1.	Plan Eligibility. Executive’s shall be eligible for participation under all Plans of the Employer from the first day of employment, except for the Employer’s 401(k) Profit Sharing Trust and Plan.
2.	Vacation. Executive shall be entitled to four weeks of paid vacation during each calendar year of the Agreement. The timing and duration of all vacations shall be determined by the Executive after consultation with the Chief Executive Officer; provided, however, that it is understood and agreed by the Employer that the Executive may take two of such weeks consecutively during the Christmas and New Year holidays. Executive shall not be entitled to compensation for any unused vacation.

	Exhibit B
1.	Two round trip coach fare airplane tickets for the Executive and his family for the purpose of selecting a new residence in Orange County, California, as well as tickets for the permanent relocation trip.
2.	Temporary accommodations for the Executive in Orange County, California through June, 2002 and up to ten (10) round trip coach fare airplane tickets to visit the Executive’s family in Maryland through that date.
3.	Documented, non-recurring closing costs on the purchase of an Orange County, California residence, exclusive of points.
4.	Packing, transporting and unpacking all household goods, vehicles and boats.
5.	Commission on the sale of the Executive’s current Maryland residence, not to exceed 8% of the sales price.
6.	Accounting fees incurred in preparing the Executive's first California state income tax return.

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EMPLOYMENT AGREEMENT

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