EXHIBIT 10.20

                        EVCI CAREER COLLEGES INCORPORATED

                             STOCK OPTION AGREEMENT
                          (Non-Qualified Stock Option)

         THIS  AGREEMENT,  made as of January 1, 2004,  by EVCI CAREER  COLLEGES
INCORPORATED,  a Delaware  Corporation (the  "Company"),  with JOSEPH D. ALPERIN
(the "Holder"):

         The Company has adopted  the EVCI  Career  Colleges  Incorporated  1998
Amended and Restated Incentive Plan (the "Plan").  However,  there are no shares
available for grant under the Plan. As an incentive for the Holder to enter into
an employment agreement (the "Employment Agreement") with the Company, the Board
authorized  the grant of options to the Holder that are not covered by the Plan.
However, the terms of such options, to the extent not expressly governed by this
Agreement shall be the same as if granted under the Plan,  except that, if there
is any inconsistency between such Plan terms and this Agreement,  this Agreement
shall govern.  Subject to the foregoing,  the Plan, as it currently  exists,  is
incorporated  herein by reference and made part of this  Agreement.  Capitalized
terms in this  Agreement  shall have the same  meaning as in the Plan unless the
context requires otherwise. References to the Plan mean as it currently exists.

         NOW,  THEREFORE,  , the Company hereby grants to the Holder,  as of the
date  hereof,  the  Option to  purchase  all or any part of 90,000  shares  (the
"Shares")  of Common  Stock of the  Company,  par value  $.0001  per share  (the
"Common  Stock"),  at a price per share of $4.70 (the "Exercise  Price"),  which
price is 100% of the Fair  Market  Value of a share of Common  Stock on December
23,  2004.  The  Option  shall  also  be  subject  to the  following  terms  and
conditions:

         1. a. The Option shall continue in force through December 31, 2008 (the
"Expiration Date"),  unless sooner terminated as provided herein or in the Plan.
The Option shall vest and to become  exercisable,  on a cumulative  basis, as to
45,000  Shares on December  31, 2004 and 45,000  Shares on  December  31,  2005.
However,  the Option shall become  fully vested and  exercisable  on a Change of
Control Date.

             b. The Option is designated as a stock option that does not qualify
as an incentive stock option  pursuant to the Internal  Revenue Code of 1996, as
amended (the "Code").

         2. In the event that the  relationship of the Holder to the Company and
its Related  Entities (as defined  below) is terminated  prior to the Expiration
Date  (otherwise  than by  reason of death or  disability),  the  Option  may be
exercised  (to  the  extent  that  the  Holder  was  entitled  to do  so at  the
termination of this  relationship  with the Company and its Related Entities) at
any time  within 90 days after such  termination,  but not after the  Expiration
Date, provided,  however,  that if such termination shall have been for cause or
voluntarily  by the Holder and without the consent of the Company or any Related
Entity,  as the case may be, the Option and all rights of the Holder  hereunder,
to the extent not theretofore  exercised,  shall forthwith terminate immediately
upon such termination. In its sole and absolute discretion, the Board may extend
such 90-day time period and amend this Agreement accordingly.


<PAGE>

         3. If the Holder shall (a) die within 90 days after the  termination of
the Holder's relationship with the Company (other than termination for cause, or
voluntarily  on the  Holder's  part and  without the consent of the Company or a
Related Entity,  as the case may be, which consent shall be presumed in the case
of normal retirement), or (b) become permanently and totally disabled within the
meaning of Section  22(e)(3) of the Code while serving as an employee,  director
or  consultant  to the  Company,  and if the Option was  otherwise  exercisable,
immediately  prior to the  occurrence  of such  event,  then such  Option may be
exercised  as set forth herein by the Holder or by the person or persons to whom
the Holder's  rights under the Option pass by will or  applicable  law, or if no
such person has such right, by such person's executors or administrators, at any
time within six months  after the date of death of the original  Holder,  or six
months after the date of permanent or total disability,  but in either case, not
earlier than the date provided in the immediately  preceding  paragraph or later
than the Expiration Date.

         4. a. The Holder may  exercise the Option with respect to any number of
whole  shares less than the full number of shares  subject to the Option but not
for less than 100  shares.  The  Holder  may  exercise  the Option by giving the
Company written notice in the form annexed,  as provided in paragraph 10 hereof,
of such exercise. Such notice shall specify the number of shares as to which the
Option is being  exercised and shall be  accompanied by payment in full by means
of one or a combination of the following: (i) in cash, of an amount equal to the
Exercise  Price  multiplied  by the  number of shares as to which the  Option is
being  exercised (the "Purchase  Price");  or (ii) if permitted by the Board, by
surrender to the Company of a number of shares of Common  Stock,  or by allowing
the  Company  to  deduct a number  of shares  from the  shares  of Common  Stock
deliverable  to the Holder upon  exercise  of the  Option,  having a Fair Market
Value, as determined by the Board on the date of exercise  pursuant to the Plan,
equal to the Purchase Price.

             b. Prior to or  concurrently  with  delivery  by the Company to the
Holder of a  certificate(s)  representing  such shares,  the Holder shall,  upon
notification  of the amount due, pay  promptly  any amount  necessary to satisfy
applicable federal, state or local tax requirements. In the event such amount is
not paid  promptly,  the Company shall have the right to apply from the Purchase
Price paid any taxes  required by law to be withheld by the Company with respect
to such  payment  and the number of shares to be issued by the  Company  will be
reduced accordingly.

         5.  Notwithstanding  any other provision of this Agreement or the Plan,
in the event of a change  in the  outstanding  Common  Stock of the  Company  by
reason   of   a   stock   dividend,   split-up,   split-down,   reverse   split,
recapitalization,  merger,  consolidation,  combination  or  exchange of shares,
spin-off, reorganization,  liquidation or the like, then the aggregate number of
shares  subject to the  Option and the  Exercise  Price  shall be  appropriately
adjusted by the Board as the Board shall determine to be equitably required, its
determination to be final and conclusive.

         6. The Option shall, during the Holder's lifetime,  be exercisable only
by the  Holder,  and  neither  the  Option  nor any  right  hereunder  shall  be
transferable by the Holder, by operation of law or otherwise,  except by will or
the laws of descent and distribution.  In the event of any attempt by the Holder
to transfer,  assign, pledge, hypothecate or otherwise dispose of this Option or
of any right  hereunder,  except as provided for herein,  or in the event of the
levy or any attachment, execution or similar process upon the rights or interest
hereby  conferred,  the Company may terminate the Option by notice to the Holder
and it shall thereupon become null and void.



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<PAGE>

         7.  Neither  the Holder nor, in the event of the  Holder's  death,  any
person entitled to exercise the Holder's rights, shall have any of the rights of
a  stockholder  with  respect to the shares  subject to the Option  until  share
certificates  have been issued and  registered  in the name of the Holder or the
Holder's estate, as the case may be.

         8. Nothing in this Agreement  shall confer upon the Holder any right to
continue in the employ or service of the Company or any entity that  directly or
indirectly,  through one or more intermediaries,  controls, or is controlled by,
or is under common control with, the Company (a "Related  Entity") or in any way
affect any right and power of the Company or a Related  Entity to terminate  the
employment or service of any individual at any time with or without  assigning a
reason therefor.

         9. Except as provided in the introduction to this Agreement, the Option
is subject to, and the Company the Holder agree to be bound by, all of the terms
and  conditions of the Plan. A copy of the Plan in its present form is available
for inspection  during business hours by the Holder or other persons entitled to
exercise the Option at the Company's principal executive offices.

         10. Any notice to the Company  provided for in this Agreement  shall be
addressed  to the  Company  in  care  of its  Chief  Financial  Officer,  at its
principal executive offices,  and any notice to the Holder shall be addressed to
the Holder at the  Holder's  address  now on file with the  Company,  or to such
other  address  as  either  may last have  designated  to the other by notice as
provided  herein.  Any  notice so  addressed  shall be deemed to be given,  upon
receipt, if delivered by hand, receipt  acknowledged,  or on the second business
day after mailing,  by registered or certified  mail, at a post office or branch
post office within the United States.

         11. In the event that any  question  or  controversy  shall  arise with
respect to the nature,  scope or extent of any one or more rights  conferred  by
the Option,  the  determination by the Administrator of the rights of the Holder
shall be conclusive, final and binding upon the Holder and upon any other person
who shall assert any right pursuant to the Option.

                                EVCI CAREER COLLEGES INCORPORATED

                                By: /s/ Dr. John J. McGrath
                                    --------------------------------------------
                                    Name: Dr. John J. McGrath
                                    Title: Chief Executive Officer and President

ACCEPTED AND AGREED:

/s/ Joseph D. Alperin
------------------------------------
    Joseph D. Alperin


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<PAGE>

                           FORM OF NOTICE OF EXERCISE

TO:     EVCI CAREER COLLEGES INCORPORATED
        At its principal executive offices

         The undersigned  hereby exercises the Holder's option to purchase _____
shares of Common  Stock (the  "Shares")  of EVCI  Career  Colleges  Incorporated
("EVCI"),  as provided in the Stock Option Agreement made as of January 1, 2004,
at $ per  share,  for a total of  $__________,  and makes  payment  therefor  as
follows:

         (a) If  permitted  by  EVCI's  Board of  Directors,  to the  extent  of
$__________ of the purchase  price,  the undersigned  hereby  surrenders to EVCI
certificates  for shares of its Common Stock,  which,  valued at $__________ per
share, the fair market value thereof equals such portion of the purchase price.

         (b) If  permitted  by  EVCI's  Board of  Directors,  to the  extent  of
$__________ of the purchase price, the undersigned  hereby allows EVCI to deduct
from the number of Shares deliverable pursuant to this exercise a number of such
Shares which,  valued at  $__________  per share,  the fair market value thereof
equals such portion of the purchase price.

         (c) To the extent of the balance of the purchase price, the undersigned
has  enclosed  a  certified  or bank  check  payable  to the  order  of EVCI for
$__________.

         A stock  certificate or certificates for the Shares should be delivered
in person or mailed to the undersigned at the address shown below.

         The undersigned acknowledges that: unless notified otherwise in writing
by EVCI,  (i) the Shares have not been  registered  under the  Securities Act of
1933  ("Securities  Act") or any  State  securities  laws  ("State  Laws")  and,
therefore,  cannot be sold or otherwise disposed of unless they are subsequently
registered under the Securities Act and applicable State Laws or, in the opinion
of counsel to EVCI,  an  exemption  from  registration  is  available;  (ii) the
undersigned  will have no right to require that the Shares be  registered  under
the Securities Act or any State Laws; and (iii) the  certificate  evidencing the
Shares will bear legends covering the restrictions described above.


                                Signature:
                                           -------------------------------------

                                Address:
                                           -------------------------------------


                                           -------------------------------------


Dated:


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