Void after 5:00 p.m. Eastern Time, on ______________, 2012

Exhibit 10.2

Warrant Number C-___

THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FOR NONPUBLIC OFFERINGS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, THESE SECURITIES MAY NOT BE RESOLD OR OTHERWISE DISPOSED OF UNLESS, IN THE OPINION OF COUNSEL FOR THE HOLDER, REGISTRATION UNDER THE APPLICABLE FEDERAL OR STATE SECURITIES LAWS IS NOT REQUIRED OR COMPLIANCE IS MADE WITH SUCH REGISTRATION REQUIREMENTS.

Void after 5:00 p.m. Eastern Time, on ______________, 2012

WARRANT TO PURCHASE 400,000 SHARES OF COMMON STOCK

OF

NEW HORIZONS WORLDWIDE, INC.
(Series C)

          This is to certify that, FOR VALUE RECEIVED,                      or its registered assigns pursuant to Section (d) hereof (“Holder”), subject to the further provisions of this Warrant, is entitled to purchase from New Horizons Worldwide, Inc., a Delaware corporation (the “Company”),                      fully paid, validly issued and nonassessable shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), at the exercise price of $0.75 per share until                     , 2012. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares,” and the exercise price of a share of Common Stock as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.”

     (a) EXERCISE OF WARRANT; NOTIFICATION OF EXPIRATION DATE OF WARRANT.

          (i) Subject to the provisions hereof, the Warrant may be exercised as to Warrant Shares at any time or from time to time, from and after                     , 2007, until the earlier to occur of (A) 5:00 P.M. Eastern time on                     , 2012 (the “Expiration Date”), and (B) the date of cancellation of the Warrant as described in Section (b) below, provided, however, that if such day is a day on which banking institutions in the State of Delaware are authorized by law to close, then on the next succeeding day which shall not be such a day. Notwithstanding the foregoing, the Warrant will not be exercisable during the period (the “Suspension Period”) from January 1, 2010 until the date (the “Reactivation Date”) which is three (3) months prior to the

 

Expiration Date. The Warrant will become exercisable again on the Reactivation Date to the extent not previously cancelled and will continue to be exercisable thereafter through the Expiration Date.

          (ii) The Warrant may be exercised by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed (with signature guaranteed if required by the Company or its stock transfer agent) and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form and any applicable taxes. The purchase price for any Warrant Shares purchased pursuant to the exercise of this Warrant shall be paid in full upon such exercise in cash or by certified or bank check or pursuant to a cashless exercise procedure in accordance with Section (l) hereof. As soon as practicable after each such exercise of the Warrants, but not later than seven (7) business days from the date of such exercise, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such exercise, registered in the name of the Holder or the Holder’s designee. If the Warrant is exercised in part only, the Company shall, upon surrender of the Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable hereunder. In the event of a cash exercise, upon receipt by the Company of the Warrant at its principal office, or by the stock transfer agent of the Company at its office, in proper form for exercise, together with the exercise price thereof and taxes as aforesaid in cash or certified or bank check and the opinion described below, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be physically delivered to the Holder. It is further understood that certificates for the Warrant Shares, if any, to be issued upon exercise of the Warrant may contain a restrictive legend in accordance with Section (j) hereof.

     (b) CANCELLATION OF WARRANT

          (i) For purposes of this Agreement:

               (A) “20 Day Price” means the volume weighted average trading price for twenty (20) consecutive trading days of the Common Stock on an Exchange;

               (B) “Exchange” means a recognized national U.S. securities exchange (including without limitation the Nasdaq Global Market, the Nasdaq Global Select Market or the Nasdaq Capital Market), but does not include “pink sheet” quotation;

               (C) “Formula Value of the Series C Shares” as of any date means per-share value of the shares of the Common Stock into which the Series C Shares could then be converted, determined by dividing

                    (1) the sum of (a) the Company’s trailing twelve months’ earnings before interest, taxes, depreciation and amortization, determined in accordance with U.S. generally accepted accounting principles applied consistently with the

Company’s past practice, multiplied by eight (8), plus (b) the Company’s cash and minus its indebtedness for borrowed money (including capitalized leases); by

                    (2) the number of shares of Common Stock then outstanding on a Fully Diluted Basis.

               (D) “Fully Diluted Basis” for the Common Stock means all shares of Common Stock outstanding plus the number of shares that could be acquired upon exercise or conversion of all options, warrants, convertible securities or other rights to acquire shares of Common Stock but excluding shares that could be acquired upon exercise of (1) this Warrant, (2) all other Series C Warrants and (3) all options to acquire Common Stock that are unvested and which have an exercise price greater than the Market Value of the Series C Shares or the Formula Value of the Series C Shares, as applicable;

               (E) “Market Value of the Series C Shares” as of any date means the per-share value of the shares of Common Stock into which the Series C Shares could then be converted, determined by multiplying the 20 Day Price as of such date by the number of shares of Common Stock then outstanding on a Fully Diluted Basis.

               (F) “Series C Shares” means the shares of the Company’s Series C Convertible Preferred Stock issued on the date of this Warrant;

          (ii) Notwithstanding anything to the contrary herein contained, if, at any time during the Suspension Period:

               (A) the Common Stock is listed for trading on an Exchange and:

                    (1) the Market Value of the Series C Shares equals or exceeds $.75 compounded from the date of this Warrant at an annual growth rate equal to or greater than fifty percent (50%), then one-half of the Series C Warrants shall thereupon immediately be deemed cancelled;

                    (2) the Market Value of the Series C Shares equals or exceeds $.75 compounded at an annual growth rate equal to or greater than seventy percent (70%), then all or the remaining one-half of such Series C Warrants shall thereupon immediately be deemed cancelled.

               (B) the Common Stock is not listed for trading on an Exchange and

                    (1) the Formula Value of the Series C Shares as of the end of any calendar quarter equals or exceeds $.75 compounded at an annual growth rate equal to or greater than fifty percent (50%), then one-half of the Series C Warrants shall thereupon immediately be deemed cancelled;

                    (2) the Formula Value of the Series C Shares as of the end of any calendar quarter equals or exceeds $.75 compounded at an annual growth rate equal

to or greater than seventy percent (70%), then all or the remaining one-half of such Series C Warrants shall thereupon immediately be deemed cancelled.

               (C) Any portion of the Warrant cancelled hereunder shall be of no further force or effect as of and following such cancellation.

          (iii) Notwithstanding anything to the contrary herein contained, if all of the outstanding Series C Shares shall be redeemed by the Company pursuant to the terms of the Certificate of Designations governing such shares, then all of the Series C Warrants shall thereupon immediately be deemed cancelled, and this Warrant shall be of no further force or effect as of and following such cancellation.

     (c) RESERVATION OF SHARES. The Company shall at all times after the Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock, without par value, to 30,000,000 (the “Amendment”) shall have been approved by its stockholders and become effective, reserve for issuance and/or delivery upon exercise of this Warrant such number of shares of Common Stock as shall be required for issuance and delivery upon exercise of the Warrants.

     (d) FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of a share, determined as follows:

          (i) If the Common Stock is listed for trading or admitted to unlisted trading privileges on an Exchange, the current market value shall be the last reported sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average bid and asked prices for such day on such exchange or system;

          (ii) If the Common Stock is not listed for trading or admitted to unlisted trading privileges on an Exchange, the current market value shall be the average of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or

          (iii) If the Common Stock is not listed for trading or admitted to unlisted trading privileges on an Exchange and bid and asked prices are not so reported, the current market value shall be an amount, not less than the book value thereof as at the end of the most recent fiscal year of the Company ending prior to the date of the exercise of the Warrant, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.

     (e) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. The Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock then purchasable hereunder. Subject to Section (j) hereof, the Holder will not sell, assign or transfer this Warrant in whole or in part unless this

Warrant shall have been registered for sale under the Securities Act of 1933, as amended (the “1933 Act”), or until the Company shall have received from counsel for the Holder an opinion to the effect that the proposed sale or other transfer of this Warrant by the Holder may be effected without such registration. Upon surrender of this Warrant to the Company at its principal office or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed (with signature guaranteed, if required by the Company or its stock transfer agent) and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided by or combined with other Warrants which carry the same rights upon presentation hereof at the principal office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term “Warrant” as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in the case of loss, theft or destruction, of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor, date and amount. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not the original Warrant shall be at any time enforceable (subject to the Company’s right of indemnification as provided above) by anyone.

     (f) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, except with respect to shares of Common Stock for which this Warrant has been duly exercised in accordance with its terms, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company except to the extent set forth herein. This Warrant shall not impose any liabilities on the Holder to purchase any securities or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors or shareholders of the Company or otherwise.

     (g) CERTAIN ADJUSTMENTS. So long as this Warrant shall be outstanding, the Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows:

          (i) Reclassification, Consolidation or Merger. In case of any Corporate Transaction, the Company or the successor or purchasing company or entity in such transaction, as the case may be, shall execute with the Holder of this Warrant an agreement pursuant to which the Holder of the Warrant shall have the right thereafter to purchase upon exercise of the Warrant the kind and amount of shares, and/or other securities and property that the Holder of the Warrant would have owned or have been entitled to receive after the happening of such Corporate Transaction had the Warrant been exercised immediately prior to such action. The agreement referred to in this subsection (g)(i) shall provide for adjustments as nearly equivalent as may be practicable to the adjustments provided for in this Section (g). The provisions of this subsection (g)(i) shall similarly apply to successive Corporate Transactions. For purposes of this subsection (g)(i), “Corporate Transaction” means any reclassification or change of outstanding

5

securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger (i) with another corporation in which the Company is the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant or (ii) a merger in which the Company is not the surviving corporation and holders of equity securities of the Company as a result of such merger receive more than 50% of the equity securities of the surviving corporation), or in case of any sale of all or substantially all of the assets of the Company, or in case of a share exchange in which 50% or more of the outstanding capital stock of the Company is exchanged for capital stock of another corporation,

          (ii) Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the Exercise Price shall be proportionately decreased in the case of a subdivision or increased in the case of a combination.

          (iii) Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend with respect to Common Stock payable in, or make any other distribution of Common Stock with respect to Common Stock (except any distribution provided for in the foregoing subsection (g)(i) or (g)(ii)), then the Exercise Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution and (B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution.

          (iv) Adjustment of Exercise Price for Diluting Issues.

               (A) If at any time while this Warrant is outstanding the Company shall issue or sell, or is, in accordance with subsections (g)(v)(B) or (g)(v)(C) hereof, deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the applicable Exercise Price immediately prior to the time of such issue or sale, then, and in each such case, the Exercise Price theretofore in effect shall be reduced, concurrently with such issue or sale, to a price equal to the quotient obtained by dividing:

                    (1) an amount equal to (x) the total number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (y) the consideration, if any, received or deemed to be received by the Company upon such issuance or sale as set forth below; by

                    (2) the total number of shares of Common Stock outstanding immediately after such issuance or sale.

                    For purposes of the foregoing formula, all shares of Common Stock issuable upon the exercise of outstanding Options (as defined below) or issuable

upon the conversion of Convertible Securities (as defined below) shall be deemed outstanding shares of Common Stock.

          (v) For purposes of this Section (g), the following subparagraphs (A) to (H) shall also be applicable:

          (A) For purposes of this subsection:

                    (1) “Convertible Security” means any stock or other security convertible into or exchangeable for Common Stock.

                    (2) “Option” means any option, warrant or other right to subscribe for or to purchase Common Stock or any Convertible Security.

                    (3) The price per share for which Common Stock is issuable upon the exercise of any Option shall be determined by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such Option, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such Option, plus, in the case of Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (b) the total maximum number of shares of Common Stock issuable upon the exercise of such Option or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option.

                    (4) The price per share for which Common Stock is issuable upon the exchange or conversion of any Convertible Security shall be determined by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Security, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of such Convertible Security.

          (B) Issuance of Rights or Options. In case at any time the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options, or the right to convert or exchange the Convertible Securities that may be purchased thereunder, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of the Convertible Securities subject to the Options, shall be less than the applicable Exercise Price immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options, shall be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in subparagraph (D), no adjustment of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities

upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

          (C) Issuance of Convertible Securities. In case the Company shall in any manner issue (whether directly or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be less than the applicable Exercise Price immediately prior to the time of such issue of sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding, provided that (1) except as otherwise provided in subparagraph (D), no adjustment of any Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities and (2) if any such issue or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities for which adjustments of any Exercise Price have been or are to be made pursuant to other provisions of this Section (g), no further adjustment of such Exercise Price shall be made by reason of such issue or sale.

          (D) Change in Option Price or Conversion Rate. If (1) the purchase price provided for in any Option referred to in subparagraph (B), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subparagraph (B) or (C), or the rate at which Convertible Securities referred to in subparagraph (B) or (C) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the applicable Exercise Price at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities then outstanding provided for such changed purchased price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Exercise Price then in effect hereunder is thereby reduced; and on the expiration or termination of such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

          (E) Stock Dividends. In case the Company shall declare a dividend or make any other distribution upon any stock of the Company payable in Common Stock (except for dividends or distributions upon the Common Stock), Options or Convertible Securities, any Common Stock, Options or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold at a consideration equal to $.01 per share.

          (F) Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company.

          (G) Record Date. In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (1) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (2) to subscribe for or purchase Common Stock Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

          (H) Treasury Shares. The disposition of any shares of Common Stock owned or held by or for the account of the Company shall be considered an issue or sale of Common Stock for the purpose of this Section (g).

          (vi) No Adjustment in Certain Circumstances. No adjustment of the Exercise Price shall be made pursuant to this Section (g) pursuant to (A) shares of Common Stock, Options or Convertible Securities, issued to officers, directors and employees of, and consultants to, the Company as compensation for bona fide services provided or to be provided to the Company by such persons and approved by the Board of Directors or the Compensation Committee, as the case may be; and (B) shares of Common Stock issuable upon exercise of Options, Convertible Securities or other rights to acquire securities of the Company issued on or outstanding on the date of this Warrant.

          (vii) Adjustment of Number of Warrant Shares. Upon each adjustment in the Exercise Price, the number of Warrant Shares purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Warrant Shares purchasable immediately prior to such adjustment in the Exercise Price by a fraction, the numerator of which shall be the Exercise Price immediately prior to such adjustment and the denominator of which shall be the Exercise Price immediately thereafter.

          (viii) Calculations. All calculations under this Section (g) shall be made to the nearest cent or to the nearest Warrant Share, as the case may be. No adjustment in the Exercise