Acknowledgement of Default and Waiver Agreement

November 12, 2004

VIA FACSIMILE AND FEDERAL EXPRESS
Thomas Bresnan
NEW HORIZONS WORLDWIDE, INC.1900
S. State College Boulevard, Suite 200
Anaheim, California 92806

         Re:  Acknowledgement of Default and Waiver Agreement

Dear Thomas:

        This Acknowledgement of Default and Waiver Agreement (this “Agreement”) is made with reference to the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of February 27, 2003, among New Horizons Worldwide, Inc., a Delaware corporation (“Borrower”), each of the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Credit Agreement. Unless otherwise noted, all section references contained herein shall be to sections of the Credit Agreement.

        1.        Acknowledgement of Default. Pursuant to a letter dated November 3, 2004, Borrower has informed the Administrative Agent, and hereby acknowledges the occurrence and continuation, of breaches under Section 6.14 (Funded Debt Ratio), 6.15 (Debt Service Coverage Ratio) and 6.16 (Minimum Adjusted EBITDA) of the Credit Agreement, each for the Fiscal Quarter ended September 30, 2004, and each of which constitutes an Event of Default under Section 9.1(c) of the Credit Agreement (the “Existing Default”).

        2.        Waiver of Existing Defaults. Subject to the terms and conditions set forth below, the Lenders hereby unconditionally and irrevocably waive the Existing Defaults.

        3.        Conditions; Additional Covenants. As a condition to the effectiveness of the Lenders’ waiver of the Existing Defaults, the Borrower hereby covenants and agrees as follows:

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