RESTRICTED STOCK AGREEMENT

Exhibit 10.11

NEW HORIZONS WORLDWIDE, INC.

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT is made on August 24, 2007, between New Horizons Worldwide, Inc., a Delaware corporation (the “Company”) and Mark A. Miller (the “Executive”).

WITNESSETH

WHEREAS, the Company desires to provide certain of its officers, directors and key personnel with an equity-based incentive to maintain and enhance the performance and profitability of the Company; and

WHEREAS, the Committee has determined that the Executive should be granted restricted stock upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the Company and the Executive agree as follows:

1.                                        Definitions . Capitalized terms shall have the following meanings:

(a)                                   “Act” means the federal Securities Act of 1933, as amended.

(b)                                  “Adjusted EBITDA” mean, with respect to any fiscal period, the sum of, without duplication, (i) net income for that fiscal period, plus (ii) any extraordinary or non-operating loss reflected in such net income, minus (iii) any extraordinary or non-operating gain reflected in such net income, plus (iv) interest expense of the Company for that fiscal period, plus (v) the aggregate income tax expense of the Company for that fiscal period (whether or not payable during that fiscal period), plus (vi) depreciation and amortization expense of the Company for that fiscal period, plus (vii) all other non-cash, extraordinary expenses of the Company for that fiscal period, in each case as determined in accordance with generally accepted accounting principals, consistently applied, and in the case of items (iv), (v), (vi) and (vii), only, to the extent reflected in the determination of net income for that fiscal period, plus (viii) to the extent deducted in determining net income for such fiscal period, non-cash charges of the Company during such fiscal period relating to the Company’s compliance with Financial Accounting Standards Board Statement No. 142, plus (ix) to the extent deducted in determining net income for such fiscal period, non-cash charges recorded against earnings in the Company’s financial statements for such fiscal period with respect to the write-down of leasehold estates as a result of the sublease of such leasehold estates, plus (x) non-cash charges associated with Options.

(c)                                   “Affiliate” means any person or entity which, at the time of reference, directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

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(d)                                  “Agreement” means this instrument, as in effect on the date of this Agreement, and as may be amended from time to time.

(e)                                   “Change in Control” shall mean the occurrence of any of the following events:  (i) an acquisition (other than directly from Employer) of any voting securities of the Employer (the “Voting Securities”) by any “person” or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) other than an employee benefit plan of Employer, immediately after which such Person or Group has “Beneficial Ownership” (within the meaning of Rule 13d3 under the Exchange Act) or more than fifty percent (50%) of the combined voting power of Employer’s then outstanding Voting Securities; (ii) within any 12 month period, the individuals who were directors of the Employer as of September 1, 2007 (the “Incumbent Directors”) ceasing for any reason other than death, disability or retirement to constitute at least a majority of the Board of Directors, provided that any director who was not a director as of the date the Board of Directors approved this Agreement shall be deemed to be an Incumbent Director if such director was appointed or nominated for election to the Board of Directors by, or on the recommendation or approval of, at least a majority of directors who then qualified as Incumbent Directors, provided further that any director appointed or nominated to the Board of Directors to avoid or settle a threatened or actual proxy contest shall in no event be deemed an Incumbent Director; (iii) consummation of a merger, consolidation, or reorganization involving Employer that results in the stockholders of Employer immediately before such merger, consolidation or reorganization owning, directly or indirectly, immediately following such merger, consolidation or reorganization, less than fifty percent (50%) of the combined voting power of the corporation which survives such transaction as the ultimate parent entity; or (iv) a sale of all or substantially all of the assets of the Company. Notwithstanding the foregoing, a “Change of Control” shall not include any transaction or series of related transactions pursuant to which Camden Partners Strategic Fund III, L.P., Camden Partners Strategic Fund III-A, L.P., or any of their respective Affiliates increases its individual or collective direct or indirect ownership of the Company.

(f)                                     “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.

(g)                                  “Committee” means the Compensation Committee of the Board of Directors of the Company.

(h)                                  “Company” means New Horizons Worldwide, Inc., a Delaware corporation, and any successor thereto.

(i)                                      “Disability” or “Disabled” 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 based on a written certification of a physician (reasonably acceptable to Employer and Executive or Executive’s personal representative) renders the Executive incapable of performing the principal duties of his employment.

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(j)                                     “Shares” means shares of the $.01 par value common stock of the Company, or any security into which such shares may be converted by reason of any transaction or event of the type referred to in Section 9 hereof.

                                                2.                                        Grant of Shares . The Company shall issue to the Executive, subject to the terms and conditions set forth in this Agreement, One Hundred Sixty Thousand (160,000) Shares (the “Grant”). In consideration of the Grant to the Executive, the Executive agrees that the Shares shall be subject to the vesting provision set forth in Section 3 of this Agreement.

3.                                        Vesting Restriction .

(a)                                   Except as otherwise provided in Sections 3(a) and 3(b) below, in the event that the Executive continues to remain employed by the Company or an Affiliate and the Company achieves the Adjusted EBITDA targets set forth in this Section 3(a), the Executive will be entitled to a nonforfeitable right to a portion of the Shares in accordance with the following schedule. In the event that the Executive ceases to be employed by the Company on or after the date hereof for any reason prior to achieving the targets set forth below, the Executive will forfeit any and all rights to the portion of the Shares that have not vested in accordance with the following schedule.