NEW HORIZONS WORLDWIDE INC
STOCK OPTION AGREEMENT - SCOTT WILSON
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<TYPE>EX-10
<SEQUENCE>10
<FILENAME>exh10_21.htm
<DESCRIPTION>STOCK OPTION AGREEMENT - SCOTT WILSON
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<TITLE>Stock Option Agr.-Wilson</TITLE>
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<P ALIGN=CENTER><B><U>NONQUALIFIED STOCK OPTION AGREEMENT</U></B></P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; THIS  AGREEMENT is entered  into as of December  15, 2000 by and between New Horizons  Worldwide,
Inc., a Delaware corporation (the "Company"), and Scott R. Wilson (the "Optionee").</P>

<P ALIGN=CENTER><U>WITNESSETH</U>:</P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,  the  Company  maintains  the New  Horizons  Worldwide,  Inc.  Omnibus  Equity Plan (the
"Plan") for the benefit of eligible participants therein; and </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Board of Directors of the Company is currently charged with administering
the Plan with respect to awards to members of the Board who are not employees of
the Company; and </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Board and its disinterested members have determined that the Optionee, as a
person eligible to receive awards under the Plan, should be granted nonqualified
stock options to acquire Shares under the Plan upon the terms and conditions set
forth in this Agreement as part of Optionee&#146;s compensation for services as
a member of the Board during 2001. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; NOW, THEREFORE, the Company and the Optionee hereby agree as follows:</P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. <U>Definitions</U>.</P>
<UL>
    <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)      The  following terms shall have the meanings set forth below whenever used in this instrument:</P>
     <UL>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)     The word "Act" shall mean the federal Securities Act of 1933,  as amended.</P>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)    The word "Agreement" shall mean this instrument as originally executed and as it may later be amended.</P>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)   The word "Company" shall  mean New Horizons Worldwide, Inc.,  a Delaware corporation, and any successor thereto which shall maintain the Plan.</P>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)    The words "Fair Market Value" means, in respect of a Share,  its fair market value as determined in the reasonable judgment of the Committee at any time.</P>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)     The word "Option" shall mean the right and option to purchase  Shares pursuant to the terms of this Agreement.</P>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)    The words "Option Exercise  Date"  shall  mean the date the  Optionee exercises the Option by performing the acts described in Section 7 hereof.</P>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)   The word "Optionee" shall mean the person to whom the Option has been granted pursuant to this Agreement.</P>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)  The words "Personal Representative" shall mean, following  the Optionee&#146;s death, the person who shall have acquired, by will or by the laws of descent and
distribution, the right to exercise the Option.</P>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix)    The word "Plan" shall mean the New  Horizons  Worldwide, Inc.  Omnibus Equity Plan, as it was originally adopted and as it may later be amended.</P>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)     The word "Spread" shall mean, as of the Option Exercise Dare, an amount equal to the excess, if any, of the Fair Market Value of a Share in respect of which the Option is
exercised over the Option Exercise Price.</P>
         <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xi)    The word "Transferee" shall mean the person or entity to whom  rights to acquire Shares pursuant to the exercise of the Option shall have been transferred pursuant to
Section 9 hereof.</P>
     </UL>
    <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)      The following terms when used in the Agreement shall have the meanings  given them in the Plan:  "Affiliate;"  "Board;" "Change in Control;" "Code;"  "Committee;"  "Consent;"
"Family Members;" "Option Exercise Price;" "Shares."</P>
</UL>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.
<U>Grant&#160;of&#160;Nonqualified Option</U>. Effective as of the date of this
Agreement, the Company grants to the Optionee, upon the terms and conditions set
forth hereinafter, the right and option to purchase all or any lesser whole
number of an aggregate of Fifteen Thousand (15,000) Shares at an Option Exercise
Price of $ 14.44 per Share. The Option shall for all purposes be a nonqualified
stock option subject to the federal income tax treatment described in
Section&#160;1.83-7 of the Federal Income Tax Regulations. Both the Company and
the Optionee shall, on their respective federal income tax returns, report any
transaction relating to the Option in a manner consistent with the preceding
sentence. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.
<U>Term&#160;of&#160;Option</U>. Except as otherwise provided herein, the
Optionee shall be entitled to exercise the Option at any time on or after
January 1, 2001 and on or before the close of business on December 31, 2005 at
the Company&#146;s principal executive office (currently located at 1231 East
Dyer Road, Suite 140, Santa Ana, California 92705-5605). </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.
<U>Cancellation of Option</U>. If Optionee ceases to be a Director of the
Company before or during the calendar year 2001 then the Option
shall be cancelled with respect to a number of Shares equal to (A) <U>multiplied
by</U> (B) below where: </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)      equals the number of Shares which are the subject of the Option; and</P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)
equals a fraction, the <U>numerator</U> of which equals the number of full
calendar quarters during the year 2001 during which the Optionee was not a
Director and the <U>denominator</U> of which equals four;</P>

<P ALIGN=JUSTIFY><U>provided</U>, however,
that the Committee may in its absolute discretion determine (but shall not be
under any obligation to determine) that such purchase rights shall be deemed to
include additional Shares which are subject to the Option. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.
<U>Change in Control</U>. Notwithstanding the provisions of Sections&#160;3 and
4 hereof, in connection with a Change in Control, the Optionee shall have the
immediate and nonforfeitable right to exercise the Option with respect to all
Shares covered by the Option. The Optionee shall be entitled to exercise the
Option as provided in the immediately preceding sentence regardless of whether
the surviving corporation in any merger or consolidation shall adopt and
maintain the Plan. In the event the Option becomes exercisable pursuant to this
Section&#160;5, the Company shall notify the Optionee of his right to exercise
the Option. Upon a Change in Control described in Section 1.6(b)(iii) of the
Plan, the Option, to the extent not exercised, shall terminate unless the
surviving corporation assumes the Option. In the event of a Change in Control
described in Section 1.6(b)(iv) of the Plan, the Option, to the extent not
exercised, shall terminate upon consummation of the Change in Control.</P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.
<U>Adjustment&#160;Upon Changes in Capitalization.</U> The number of Shares
which may be purchased upon exercise of an Option and the Option Exercise Price
shall be appropriately adjusted as the Committee may determine for any change
after the date of the Agreement in the number of issued Shares resulting from
the subdivision or combination of Shares or other capital adjustments, or the
payment of a stock dividend, or other change in the Shares effected without
receipt of consideration by the Company; <U>provided</U>, that any fractional
Shares resulting from any such adjustment shall be eliminated. Adjustments under
this Section&#160;6 shall be made by the Committee, whose determination as to
the adjustments to be made, and the extent thereof, shall be final, binding and
conclusive. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.
<U>Exercise&#160;of&#160;Option</U>. The Option may be exercised by delivering
to the Chairman, Vice Chairman, President or Chief Financial Officer of the
Company at the then principal office address of the recipient officer, a
completed Notice of Exercise of Option (obtainable from the Chief Financial
Officer of the Company) setting forth the number of Shares with respect to which
the Option is being exercised. Such Notice shall be accompanied by payment in
full for the Shares, unless other arrangements satisfactory to the Committee for
prompt payment of such amount are made. Payment of the Option Exercise Price may
be made in any manner permitted by the Plan, subject to the consent of the
Committee as applicable. With the consent of the Committee, the Optionee may
effect a cashless exercise of the Option as described in the Plan. With the
consent of the Committee in its sole discretion, payment for Shares acquired
upon exercise of the Option may be made by delivery to the Company of an
assignment of a sufficient amount of the proceeds from the sale of Shares
acquired upon exercise of the Option to pay for all or some of the Shares
acquired upon exercise of the Option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be made at the
Optionee&#146;s direction on the Option Exercise Date; <U>provided</U>, that the
Committee may require the Optionee to furnish an opinion of counsel acceptable
to the Committee to the effect that such delivery would not result in the
Optionee incurring any liability under Section 16 of the Act and does not
require any Consent. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.
<U>Issuance&#160;of&#160;Share&#160;Certificates</U>. Subject to the last
sentence of this Section 8, upon receipt by the Company prior to expiration of
the Option of a duly completed Notice of Exercise of Option accompanied by
payment for the Shares being purchased pursuant to such Notice (and, with
respect to any Option exercised pursuant to Section 9 hereof by someone other
than the Optionee, accompanied in addition by proof satisfactory to the
Committee of the right of such person to exercise the Option), the Company shall
deliver to the Optionee, within thirty (30) days of such receipt, a certificate
for the number of Shares so purchased. The Optionee shall not have any of the
rights of a stockholder with respect to the Shares which are subject to the
Option unless and until a certificate representing such Shares is issued to the
Optionee. The Company shall not be required to issue any certificates for Shares
upon the exercise of the Option prior to (i)&#160;obtaining any Consents which
the Committee shall, in its sole discretion, determine to be necessary or
advisable, or (ii) the determination by the Committee, in its sole discretion,
that no Consents need be obtained. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.
<U>Successors&#160;in&#160;Interest,&#160;Etc.</U> This Agreement shall be
binding upon and inure to the benefit of any successor of the Company and the
heirs, estate, and Personal Representative of the Optionee. A deceased
Optionee&#146;s Personal Representative shall act in the place and stead of the
deceased Optionee with respect to exercising an Option or taking any other
action pursuant to this Agreement. The Option shall not be transferable other
than by will or the laws of descent and distribution, and the Option may be
exercised during the lifetime of the Optionee only by the Optionee;
<U>provided</U>, that a guardian or other legal representative who has been duly
appointed for such Optionee may exercise the Option on behalf of the Optionee.
Notwithstanding the preceding sentence, with the consent of the Committee in its
sole discretion, the Optionee may transfer the rights under the Option in
respect of some or all of the Shares which are subject to the Option to a Family
Member or a trust for the exclusive benefit of the Optionee and/or Family
Members, or a partnership or other entity affiliated with the Optionee that may
be approved by the Committee. All terms and conditions of any Option, including
provisions relating to the termination of the Optionee&#146;s employment with
the Company and its Affiliates, shall continue to apply following a transfer
made in accordance with this Section 10 and the Transferee shall have no greater
right to exercise the Option than the Optionee would have in the absence of the
transfer. The Option may be exercised by the Transferee only in accordance with
the terms of this Agreement and the Transferee&#146;s exercise of the Option
shall be subject to the Transferee and/or the Optionee satisfying all of the
conditions relating to the exercise of the Option including, without limitation,
provisions concerning payment of the Option Exercise Price and tax withholding. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.
<U>Provisions&#160;of&#160;Plan&#160;Control</U>. This Agreement is subject to
all of the terms, conditions, and provisions of the Plan and to such rules,
regulations, and interpretations relating to the Plan as may be adopted by the
Committee and as may be in effect from time to time. In the event and to the
extent that this Agreement conflicts or is inconsistent with the terms,
conditions, and provisions of the Plan, the Plan shall control, and this
Agreement shall be deemed to be modified accordingly. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.
<U>No&#160;Liability&#160;Upon&#160;Distribution&#160;of&#160;Shares</U>. The
liability of the Company under this Agreement and any distribution of Shares
made hereunder is limited to the obligations set forth herein with respect to
such distribution and no term or provision of this Agreement shall be construed
to impose any liability on the Company or the Committee in favor of any person
with respect to any loss, cost or expense which the person may incur in
connection with or arising out of any transaction in connection with this
Agreement. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.  <U>No  Right to Be a Director, Etc.</U>  Nothing  in this  Agreement  shall  confer  upon the
Optionee any right to continue as a Director of or other advisor to the Company.</P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.
<U>Resale Limitations</U>. The Optionee acknowledges and agrees that (a) the
Shares he may acquire upon exercise of the Option may not be transferred unless
they become registered under the Act or unless the holder thereof establishes to
the satisfaction of the Company that an exemption from such registration is
available, (b) the Company will have no obligation to provide any such
registration or take such steps as are necessary to permit sale of such Shares
without registration pursuant to Rule 144 under the Act or otherwise, (c) at
such time as such Shares may be disposed of in routine sales without
registration in reliance on Rule 144 under the Act, such disposition may be made
only in limited amounts in accordance with all of the terms and conditions of
Rule 144 and (d) if the Rule 144 exemption is not available, compliance with
some other exemption from registration will be required. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14. <U>Withholding Taxes</U>.</P>
<UL>
     <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
Whenever Shares are to be delivered pursuant to the exercise of the Option, the
Committee may require as a condition of delivery that the Optionee remit an
amount sufficient to satisfy all federal, state and other governmental
withholding tax requirements related thereto. The Company may, as a condition of
the exercise of the Option, deduct from any salary or other payments due to the
Optionee, an amount sufficient to satisfy all federal, state and other
governmental withholding tax requirements related thereto or to the delivery of
any Shares under the Plan. </P>

     <P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
With the consent of the Committee in its sole discretion, (i) the Optionee may
satisfy all or part of any withholding requirements by delivery of unrestricted
Shares owned by the Optionee for at least one year (or such other period as the
Committee may determine) having a Fair Market Value (determined as of the date
of such delivery) equal to all or part of the amount to be withheld;
<U>provided</U>, that the Committee may require the Optionee to furnish an
opinion of counsel or other evidence acceptable to the Committee to the effect
that such delivery would not result in the Optionee incurring any liability
under Section 16 of the Act and does not require any Consent and/or (ii) the
Optionee may direct that Shares to be issued pursuant to the exercise of the
Option be used to satisfy any withholding obligation; <U>provided</U>, that for
purposes of satisfying any such obligation the value of a Share shall be equal
to the Spread.</P>
</UL>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.
<U>Construction</U>. The captions and section numbers appearing in this
Agreement are inserted only as a matter of convenience. They do not define,
limit, construe or describe the scope or intent of the provisions of this
Agreement. The use of the singular or plural herein shall not be restrictive as
to number and shall be interpreted in all cases as the context shall require.
The use of the feminine, masculine or neuter pronoun shall not be restrictive as
to gender and shall be interpreted in all cases as the context may require.</P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.
<U>Time Periods, Etc.</U> Any action required to be taken under this Agreement
within a certain number of days shall be taken within that number of calendar
days; <U>provided</U>, however, that if the last day for taking such action
falls on a weekend or a holiday, the period during such action may be taken
shall be automatically extended to the next business day. If the day for taking
any action, or on which any action may be taken, under this Agreement falls on a
weekend or a holiday, such action may be taken on the next business day. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.  <U>Governing  Law</U>. This
Agreement  shall be governed by and  construed in accordance  with
the laws of the State of Delaware and any applicable federal law.</P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.  <U>Notices</U>.  Except as otherwise  expressly  provided herein,  all notices  hereunder shall
be in writing and delivered or mailed by registered or certified  mail,  return receipt  requested,  or by private,
overnight delivery services (such as Federal Express) as follows:</P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to the Company:</P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; New Horizons Worldwide, Inc.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  1231 East Dyer Road, Suite 140 <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  Santa Ana, California 92705-5605 <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  Attention:  Chief Financial Officer </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to the Optionee:</P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Last address set forth on the records <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                 of the Company or its Affiliates </P>

<P ALIGN=JUSTIFY>or at such other address as
either party may hereafter designate by giving notice to the other party as set
forth above. </P>

<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.
<U>Further Assurances</U>. From time to time after the exercise of an Option,
either party, upon request of the other and without further consideration, shall
execute and deliver to the requesting party any document or instrument, and
shall take any other action as may be reasonably requested, to give effect to
the exercise of the Option and the terms of this Agreement. </P>


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<P ALIGN=JUSTIFY>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its duly authorized officer, and the Optionee has hereunto set his
hand, all as of the day and year first above written. </P>

<P ALIGN=RIGHT> NEW HORIZONS WORLDWIDE, INC.<BR>
 (the "Company")</P>
<BR>
<BR>
<BR>
<P ALIGN=RIGHT> By:__________________________________ <BR>
                Its: ________________________________ </P>
<BR>
<BR>
<BR>
<P ALIGN=RIGHT> _____________________________________ <BR>
               (the "Optionee") </P>

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