NEW HORIZONS WORLDWIDE, INC. AUDIT COMMITTEE CHARTER
(Amended and Restated March 11, 2004)

PURPOSE

The Audit Committee (the “Committee”) of New Horizons Worldwide, Inc. (the “Company”) is appointed by the Board of Directors (the “Board”) of the Company. The primary functions of the Committee are to:

• Assist the Board in fulfilling its oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function and independent auditor; and
• Prepare the report of the Committee required to be included in the Company’s proxy statement for the Annual Meeting of Stockholders.

MEMBERSHIP

General

The Committee shall consist of no less than three directors, including a Chair, as determined by the Board. Committee members shall be appointed by the Board each year at the Board meeting following the Annual Meeting of Stockholders and at other times when necessary to fill vacancies. Each committee member shall serve for a period of one year or until such time as a member’s successor has been duly appointed. Committee members will serve at the pleasure of the Board.

Independence and Qualifications

Each member of the Committee shall meet the independence and experience requirements as set forth by the Nasdaq Stock Market, Inc. (“NASDAQ”), Section 10A(m)(3) of the Securities Exchange Act of 1934 and the Securities and Exchange Commission, and any other applicable laws, rules and regulations, as amended from time to time, and the Company’s Corporate Governance Guidelines. Each member of the Committee shall be financially literate, which shall include the ability to read and understand fundamental financial statements such as the Company’s balance sheet, income statement, and cash flow statement, as determined by the Board in its business judgment. At least one member of the audit committee shall have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer or other senior officer with financial oversight responsibilities. The Committee shall also determine whether one or more of its members meets the criteria of an “Audit Committee Financial Expert” as defined by the Securities and Exchange Commission and make all required proxy statement disclosures relating thereto. If a Committee member simultaneously serves on the audit committee of more than three public companies (including the Company), the Board must determine that such simultaneous service would not impair the ability of such member to effectively serve on the Committee. The Company will be required to disclose any such determination in its annual proxy statement.

RESPONSIBILITIES AND DUTIES

The Committee shall perform the following responsibilities and duties:

      Responsibilities with Respect to Retention and Independence of Independent Auditor:

• Be solely responsible to appoint and, where appropriate, terminate, the Company’s independent auditor. The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee.
• Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor.
• Inquire as to the independence of the independent public auditor. As part of this responsibility, the Committee will ensure that the independent auditor submits on an annual basis to the Committee a formal written statement delineating all relationships with and professional services rendered to the Company as required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The Committee is responsible for actively engaging in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor and for recommending that the Board take appropriate action in response to the independent auditor’s report to satisfy itself of the independent auditor’s independence.
• In connection with Committee’s evaluation of the auditor’s independence, the Committee is also to review and evaluate the performance of the lead partner of the audit engagement team and further to establish policies and procedures to ensure the rotation, if applicable, of the audit partners on the audit engagement team, in accordance with Securities and Exchange Commission rules or other applicable laws or regulations.
• Obtain and review, at least annually, a report by the independent auditor describing: (a) the firm’s internal quality-control procedures; and (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues. The Committee shall present its conclusions with respect to the independent auditor to the Board.
• Establish and review clear hiring policies for employees or former employees of its independent auditor, and ensure that neither the Company’s CEO, chief financial officer, controller, nor any person serving in an equivalent position with the Company was employed by the independent auditor and participated in any capacity in the audit of the Company during the one year period preceding the date of the initiation of the audit.

      Responsibilities with Respect to the Internal Audit Function:

• Determine the need for and scope of the Company’s internal audit program.
• Review the results of any internal audits which may be conducted, including the adequacy of the Company’s internal controls and any significant findings and recommendations reported by the internal auditors (together with management’s response).
• Review with the independent auditor and management, including the internal auditors (as appropriate), the responsibilities, structure, staffing and budget of the Company’s internal audit function, if any, as well as the activities, organizational structure, and qualifications of the internal auditors. The Committee is to review the appointment or replacement of the senior internal auditing executive, if any.

      Responsibilities Related to Financial Statement and Disclosure Matters:

• Review, discuss and evaluate the following with management and the independent auditor, at least annually:

(a) Major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies;

(b) Any analysis prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analysis of the effects of alternative Generally Accepted Accounting Principle (“GAAP”) methods on the financial statements; and

(c) The effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company’s financial statements.

• Review the nature and scope of the planned arrangements and scope of the annual audit, and the results of the audit findings with the independent auditor, including those matters required to be discussed by Statement on Accounting Standards No. 61 relating to the conduct of the audit, as well as any audit problems or difficulties encountered in the scope of the audit work and management’s response, including (a) any restrictions on the scope of activities or access to requested information, and (b) any significant disagreements with management.
• Discuss with the independent auditor any significant findings and recommendations made by the independent auditor together with management’s response.
• Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
• Discuss with management and the independent auditor the Company’s annual financial statements and related notes, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and recommend to the Board whether the financial statements should be included in the Company’s Annual Report on Form 10-K.
• Discuss with management and the independent auditor the Company’s quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the results of the independent auditor’s review of the quarterly financial statements, before the filing of the Company’s Quarterly Report on Form 10-Q.
• Review and discuss with management and, if appropriate, the independent auditor the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies (including the use of “proforma” or “adjusted” “non-GAAP financial information” contained in any such release or guidance). Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made). The Chair of the Committee may represent the entire Committee for these purposes where it is impractical for the entire Committee to meet.
• Review, discuss and document quarterly, or prior to the filing of the document containing the audit opinion, reports from the independent auditor on:

(a) All critical accounting policies and practices used;

(b) All alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor;

(c) Other material written communications between the independent auditor and management including, but not limited to, any management letter, or schedule of unadjusted differences; and

(d) Any other matters regarding the audit procedures or findings that Generally Accepted Auditing Standards (“GAAS”) or other applicable standards, rules or regulations require the independent auditor to discuss with the Committee.

• Review disclosures regarding internal controls and other matters made to the Committee by the Company’s CEO and CFO during their certification process for the Form 10-K and Form 10-Q.
• Prepare the report of the Audit Committee in accordance with regulations of the Securities and Exchange Commission, to be set forth in the proxy statement for the Company’s Annual Meeting of Stockholders.

      Responsibilities Related to Compliance Oversight:

• Retain independent counsel, accountants or other advisors, as it determines necessary to carry out its duties and conduct or authorize investigations into any matters within the scope of the Committee’s responsibilities. The Company shall provide appropriate funding, as determined by the Committee, in its capacity as a committee of the Board, for payment of compensation to the independent auditor engaged for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the Company, the compensation of any independent advisors employed by the Committee and the Committee’s ordinary administrative expenses that are necessary and appropriate to carry out its duties.
• Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters.
• Obtain from the independent auditor assurance that, if the independent auditor detects or becomes aware of any illegal act, the Committee is adequately informed, and that a report is provided to the Committee if the independent auditor reaches specific conclusions with respect to such illegal acts.
• Discuss with management, including the General Counsel, legal compliance and litigation matters that may have a material impact on or raise material issues concerning the Company’s financial statements or accounting policies.
• Perform the functions of a “Qualified Legal Compliance Committee” as defined in the rules of the Securities and Exchange Commission (“SEC”) with respect to the Company’s legal counsel. In this capacity, the Committee shall:
• Require the Company to inform all legal counsel employed or retained by it that the Audit Committee has been designated to perform the functions of a Qualified Legal Compliance Committee as defined in the rules of the SEC.
• Inform the Company’s General Counsel and CEO of any report of evidence of a material violation;
• Determine whether an investigation is necessary regarding any report of evidence of a material violation by the Company, its officers, directors, employees or agents and, if it determines an investigation is necessary or appropriate

• At the conclusion of any such investigation:

• Conduct or authorize such additional reviews, assessments or investigations as may be delegated to it by the Board, or on its own motion, as the Committee may deem necessary or appropriate to perform any of the foregoing functions.
• Review and approve all related-party transactions, as defined in Item 404 of Regulation S-K, for potential conflict of interest situations.

LIMITATION OF AUDIT COMMITTEE’S ROLE

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.

ADMINISTRATION

Meetings and Reports

The Committee will hold meetings, in person, by telephone or by other recognized legal means of communication, at such times and with such frequency as it deems necessary to carry out its duties and responsibilities under this Charter. Special meetings of the Committee may be called by the Chairman of the Board or the CEO of the Company or by the Chairman of the Committee, with notice of any such special meeting to be given in accordance with the Company’s Bylaws. A majority of the members of the Committee shall constitute a quorum for the transaction of business by the Committee. At the discretion of the Committee, other members of the Board and any officer or employee of the Company may be invited to attend and participate in meetings of the Committee. The Committee also may act by unanimous written consent in accordance with the terms of the Company’s Bylaws and applicable law. If approved by the Board, the Committee may delegate any of its responsibilities under this Charter to a subcommittee composed solely of members of the Committee.

Minutes of each Committee and records of all other Committee actions shall be prepared by a secretary of the meeting designated by the Committee, and shall be retained with the permanent records of the Company.

A report on each meeting of the Committee and on each action of the Committee taken by unanimous written consent shall be provided to the Board by the Chairman of the Committee (or, in the Chairman’s absence, by another member of the Committee) at the next regularly scheduled meeting of the Board or as otherwise requested by the Board.

The Committee shall also review and reassess this Charter on an annual basis, and ensure that the Charter is included as an appendix to the Company’s proxy statement at least once every three years.

Performance Evaluation of Committee

The performance of the Committee shall be reviewed and evaluated annually by the Board based on review criteria and procedures developed by the Governance Committee.

BOARD OF DIRECTORS APPROVAL

This Charter was approved and adopted by the Board on March 11, 2004.