NEW HORIZONS WORLDWIDE, INC. COMPENSATION COMMITTEE CHARTER

Purpose

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of New Horizons Worldwide, Inc. (the “Company”) shall assist the Board in carrying out its responsibilities to manage the business and affairs of the Company by:

• Providing oversight of the Company’s compensation policies and, if so designated by the Board, serve as the administrator or provide oversight of any one or more of the Company’s employee benefit plans; and
• Discharging the Board’s responsibilities relating to the compensation of the Company’s executives.

The Committee also shall prepare and sign the Compensation Committee Report that is required, in accordance with Securities and Exchange Commission rules, 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 two 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 such other times as may be 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

The Board must determine in its best judgment that each member of the Committee is qualified to serve by experience or education and is “independent” of management (as that term is defined from time to time by the Nasdaq Stock Market, Inc. (“NASDAQ”), 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). In addition, each member of the Committee shall qualify as a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, as amended.

Responsibilities

General

The responsibilities of the Compensation Committee shall consist of those set forth in this Charter and such additional responsibilities as may be assigned to the Committee from time to time by the Board. The Committee shall exercise its responsibilities under this Charter in a manner consistent with the Company’s goal of maintaining compensation policies and practices and employee benefit plans that (i) promote the competitive position of the Company, (ii) are fair to employees, (iii) are consistent with the interests of stockholders and (iv) comply with all applicable accounting rules and regulations, tax laws, securities laws and other regulatory requirements.

Performance Evaluation/Compensation Determinations

• Evaluate the performance of the Chief Executive Officer (CEO) in relation to goals and objectives relevant to CEO compensation approved by the Committee and recommend to the Board for determination the CEO’s compensation based on this evaluation, including salary, bonus, stock and option awards and other incentives. In determining the long-term incentive component of CEO compensation, the Committee will consider: (i) the Company’s performance; (ii) relative stockholder return; (iii) the value of similar incentive awards to CEOs at comparable companies; (iv) awards given to the CEO in past years; and (v) such other factors as the Committee deems relevant. The CEO may not be present during the deliberations or any voting on his compensation.
• Review and approve compensation programs covering Company executive officers. In determining the compensation of the executive officers (other than the CEO), the Committee will review and approve performance measures and, upon recommendation of the CEO, review and recommend individual compensation awards for the executive officers to the Board for its approval.
• From time to time as the Committee deems appropriate or as requested by the Board, evaluate the Company’s Director compensation arrangements, including the appropriate levels of cash and equity based compensation, and make any recommendations to the Board in this regard that the Committee deems appropriate.

Administration of Benefit Plans

• Make recommendations to the Board (for recommendation to the stockholders of the Company, as appropriate) with respect to the establishment and administration of new incentive compensation plans and equity-based plans (“Plans”) or the termination or material revision of existing Plans, and if authorized by the terms of the Plans, approve non-material changes thereto.
• Administer or otherwise oversee the Company’s Plans if so determined by the Board.

Other Duties

• Evaluate regulatory effects and compliance of employee and Director compensation plans in consultation with the management and the Company’s advisors.
• Prepare and sign the Compensation Committee Report to be included in the Company’s proxy statement for the Annual Meeting of Stockholders.
• Undertake additional activities within the scope of the Committee’s primary functions as it or the Board may from time to time deem necessary and appropriate.
• Review and assess this Charter annually and recommend any proposed changes to the Board.

In carrying out the foregoing responsibilities, the Committee, to the extent that it deems appropriate (and, in the case of any of the Company’s employee benefit plans, to the extent permitted by the plan), may delegate the day-to-day administration of matters under its authority to employees of the Company, subject in all cases to the Committee’s oversight responsibility.

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.

Committee Access to Outside Advisors

The Committee shall have the authority to retain and terminate any compensation and benefits consultant and the authority to approve the related fees and other retention terms to assist in the evaluation of a Director, CEO, or senior executive, or their compensation.

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.