ASSET PURCHASE AGREEMENT

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                  This Asset Purchase Agreement ("AGREEMENT") is entered into as

of the 2nd day of April, 2001 among APPLETREE TECHNOLOGIES INCORPORATED, a

Georgia corporation ("SELLER"), Seller's shareholders, LARRY HALL and DOUGLAS

SHANKWILER (collectively, the "PRINCIPALS" and each a "PRINCIPAL"), New Horizons

Computer Learning Centers of Atlanta, Inc., a Delaware corporation ("BUYER") and

NEW HORIZONS WORLDWIDE, INC., a Delaware corporation ("NEW HORIZONS").



                                    Recitals:

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                  A. Seller is engaged in the business of providing computer

training services ("Services") to organizations and individuals primarily

located in and around Atlanta, Georgia (the "ATLANTA BUSINESS") as a franchisee

of New Horizons Computer Learning Centers, Inc., a California corporation (f/k/a

New Horizons Franchising, Inc.) ("NHCLC").



                  B. In addition, Seller, as a franchisee of NHCLC, is engaged

in the business of providing computer training services to organizations and

individuals located in and around Tampa, Florida and Jacksonville, Florida

(collectively, the "FLORIDA BUSINESS") pursuant to the terms of conditions of

certain Franchise Agreements dated March 1, 1997 and May 31, 1996 (each as may

have been amended) (the "FLORIDA FRANCHISE AGREEMENTS").



                  C. The Principals own all of the issued and outstanding

capital stock of Allan-Adair Holdings, Ltd., a Georgia corporation ("PARENT")

and Seller is a wholly owned subsidiary of Parent.



                  D. The parties desire that (i) Seller sell to Buyer and that

Buyer purchase from Seller substantially all of Seller's assets related to the

Atlanta Business and (ii) Seller's Franchise Agreement dated February 27, 1993

(as the same has been amended and modified) with NHCLC for the Atlanta, Georgia

area (the "ATLANTA FRANCHISE AGREEMENT") be terminated upon the terms therein

and hereinafter set forth.



                  In consideration of and in reliance upon the mutual

representations, warranties, covenants, obligations and agreements contained

herein, the parties agree as follows:



                  1. PURCHASE AND SALE OF ASSETS.



                           1.1 PURCHASED ASSETS. Seller hereby sells to Buyer,

free of all liens, encumbrances, claims and other restrictions of any kind other

than Permitted Encumbrances (as defined herein), and Buyer hereby purchases, all

of Seller's right, title, and interest in and to all of the properties, assets,

and rights owned, used, acquired for use, or arising or existing in connection

with the Atlanta Business, whether tangible or intangible, and whether or not

recorded on Seller's books and records, as the same exist at the Closing (as

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