EXHIBIT 4.1


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT
REQUIRED.

THE HOLDER IS ENTITLED TO THE RIGHTS, SUBJECT TO THE OBLIGATIONS, OF THE
REGISTRATION RIGHTS PROVISIONS ATTACHED HERETO AS SUPPLEMENT A TO THIS WARRANT.



                        EVCI CAREER COLLEGES INCORPORATED

                          COMMON STOCK PURCHASE WARRANT

No. 1


         EVCI CAREER COLLEGES INCORPORATED, a Delaware corporation (the
"Company"), for value received, hereby certifies that Roth Capital Partners, LLC
or registered assigns (the "Holder"), is entitled to purchase from the Company,
at the Purchase Price, 62,338 shares of its duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock, par value $.0001 per share,
of the Company ("Common Stock"), at any time or from time to time prior to 5:00
P.M., New York City time, on the Expiration Date, all subject to the terms,
conditions and adjustments set forth below.

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned such terms in the Agreement.

         1. Definitions. As used herein, unless the context otherwise requires,
the following terms shall have the meanings indicated:

         "Business Day" shall mean any day other than a Saturday or a Sunday or
a day on which commercial banking institutions in the City of New York are
authorized by law to be closed. Any reference to "days" (unless Business Days
are specified) shall mean calendar days. In any circumstance where a date of
determination under this Warrant falls on a date that is not a Business Day, it
shall be deemed to be the next Business Day.


<PAGE>

         "Common Stock" shall have the meaning assigned to it in the
introduction to this Warrant, such term to include any stock into which such
Common Stock shall have been changed or any stock resulting from any
reclassification of such Common Stock, and all other stock of any class or
classes (however designated) of the Company the holders of which have the right,
without limitation as to amount, either to all or to a share of the balance of
current dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference.

         "Company" shall have the meaning assigned to it in the introduction to
this Warrant, such term to include any corporation or other entity which shall
succeed to or assume the obligations of the Company hereunder in compliance with
Section 3.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations thereunder, or any
successor statute.

         "Expiration Date" shall mean March 31, 2009.

         "Person" shall mean any individual, firm, partnership, corporation,
trust, joint venture, association, joint stock company, limited liability
company, unincorporated organization or any other entity or organization,
including a government or agency or political subdivision thereof, and shall
include any successor (by merger or otherwise) of such entity.

         "Purchase Price" shall mean $14.338, subject to adjustment and
readjustment from time to time as provided in Section 2, and, as so adjusted or
readjusted, shall remain in effect until a further adjustment or readjustment
thereof is required by Section 2.

         "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time, and the rules and regulations thereunder, or any successor
statute.

         "Warrant" shall mean this Common Stock Purchase Warrant.

         "Warrant Shares" shall mean the number of shares of Common Stock that
can be purchased upon exercise of this Warrant.

         1. EXERCISE OF WARRANT.

         1.1. Manner of Exercise; Payment of the Purchase Price.

         (a) This Warrant may be exercised by the Holder hereof, in whole or in
part, at any time or from time to time prior to the Expiration Date, by
surrendering to the Company at its principal office this Warrant, with the form
of Election to Purchase Warrant Shares attached hereto as Exhibit A (or a
reasonable facsimile thereof) duly executed by the Holder and accompanied by
payment of the Purchase Price for the number of shares of Common Stock specified
in such form.

         (b) Payment of the Purchase Price shall be made in United States
currency by cash or delivery of a certified check or bank draft payable to the
order of the Company or by wire transfer to the Company.


                                       2
<PAGE>


         (c) Notwithstanding anything contained herein to the contrary, if at
any time after the earlier of the Effective Date and the Effectiveness Deadline
(as such terms are defined in the Registration Rights Agreement between the
Company and the Buyers named therein dated March 26, 2004 pursuant to which
transaction this warrant has been issued) and during the period (the "Cashless
Exercise Period") commencing five (5) Business Days prior to the holder's
delivery of an Exercise Notice and ending on the day of delivery of the Exercise
Notice, a Registration Statement (as defined in the Registration Rights
Agreement) covering the Warrant Shares that are the subject of the Exercise
Notice (the "Unavailable Warrant Shares") is not available for the resale of
such Unavailable Warrant Shares, the holder of this Warrant may, in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise
in payment of the Aggregate Exercise Price, elect instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined according to the
following formula (a "Cashless Exercise"), provided that such Cashless Exercise
is specified in an Exercise Notice delivered during the Cashless Exercise
Period:

                             Net Number = (A x B) - (A x C)
                                                   B
               For purposes of the foregoing formula:

                      A= the total number of shares with respect to which this
                      Warrant is then being exercised.

                      B= the Closing Sale Price of the Common Stock on the date
                      immediately preceding the date of the Exercise Notice.

                      C= the Exercise Price then in effect for the applicable
                      Warrant Shares at the time of such exercise.

         1.2. When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
Business Day on which this Warrant shall have been surrendered to, and the
Purchase Price (or cashless net exercise calculation, if applicable) shall have
been received by, the Company and at such time the Person or Persons in whose
name or names any certificate or certificates for shares of Common Stock shall
be issuable upon such exercise shall be deemed to have become the holder or
holders of record thereof for all purposes.

         1.3. Delivery of Stock Certificates, Etc.; Charges, Taxes and Expenses.

         (a) As soon as practicable after each exercise of this Warrant, in
whole or in part, the Company shall cause to be issued in such denominations as
may be requested by the Holder in the Election to Purchase Warrant Shares, in
the name of and delivered to the Holder or, subject to applicable securities
laws, as the Holder may direct.

                                       3
<PAGE>

                  (i) a certificate or certificates for the number of Warrant
         Shares to which the Holder shall be entitled upon such exercise plus,
         in lieu of issuance of any fractional share to which the Holder would
         otherwise be entitled, a Company check pursuant to Section 6.4, and

                  (ii) in case such exercise is for less than all of the Warrant
         Shares a new Warrant or Warrants of like tenor, covering the balance of
         the Warrant Shares.

         (b) Issuance of Warrant Shares upon the exercise of this Warrant shall
be made without charge to the Holder hereof for any issue tax or other
incidental expense, in respect of the issuance of such certificates, all of
which such taxes and expenses shall be paid by the Company; provided, however,
the Holder shall pay any applicable transfer or similar tax resulting from the
issuance of Warrant Shares to any Person other than the Holder.

         2. Adjustments.

         2.1. Stock Dividends, Splits. In the event that the Company shall (a)
issue additional shares of the Common Stock as a dividend or other distribution
on the outstanding Common Stock, (b) subdivide its outstanding shares of Common
Stock, or (c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then, in each such event, the Purchase Price
shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Purchase Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 2. The number of
Warrant Shares that the Holder shall thereafter, be entitled to receive on the
exercise hereof as provided in Section 1, shall be increased to a number
determined by multiplying the number of Warrant Shares that would otherwise (but
for the provisions of this Section 2) be issuable on such exercise by a fraction
of which the numerator is the Purchase Price that would otherwise (but for the
provisions of this Section 2) be in effect, and the denominator is the Purchase
Price in effect on the date of such exercise.

         2.2. De Minimis Adjustments. If the amount of any adjustment of the
Purchase Price per share required pursuant to this Section 2 would be less than
$.01, such amount shall be carried forward and the adjustment with respect
thereto made at the time of and together with any subsequent adjustment which,
together with such amount and any other amount shall aggregate a change in the
Purchase Price of at least $.01 per share. All calculations under this Warrant
shall be made to the nearest .001 of a cent or to the nearest one-hundredth of a
share, as the case may be.

         3. CONSOLIDATION, MERGER, ETC.

                                       4
<PAGE>

         3.1. Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, Etc. In case the Company after the date hereof shall (a)
consolidate with or merge into any other Person and shall not be the continuing
or surviving corporation of such consolidation or merger, or (b) permit any
other Person to consolidate with or merge into the Company and the Company shall
be the continuing or surviving Person but, in connection with such consolidation
or merger, the Common Stock shall be changed into or exchanged for stock or
other securities of any other Person or cash or any other property, or (c)
transfer all or substantially all of its properties or assets to any other
Person in one or more related transactions, or (d) effect a capital
reorganization or reclassification of the Common Stock then, and in the case of
each such transaction, proper provision shall be made so that, upon the basis
and the terms and in the manner provided in this Warrant, the Holder of this
Warrant, upon the exercise hereof at any time after the consummation of such
transaction, shall be entitled to receive (at the aggregate Purchase Price in
effect at the time of such consummation for all Warrant Shares issuable upon
such exercise immediately prior to such consummation), in lieu of the Common
Stock issuable upon such exercise prior to such consummation, the amount of
securities, cash or other property to which such Holder would actually have been
entitled as a stockholder upon such consummation if such Holder had exercised
this Warrant immediately prior thereto, subject to adjustments (subsequent to
such consummation) as nearly equivalent as possible to the adjustments provided
for in Section 2.

         3.2. Assumption of Obligations. Notwithstanding anything contained in
this Warrants, the Company shall not effect any of the transactions described in
clauses (a) through (d) of Section 3.1 unless, prior to the consummation
thereof, each Person (other than the Company) which may be required to deliver
any stock, securities, cash or property upon the exercise of this Warrant as
provided herein shall assume, by written instrument delivered to, and reasonably
satisfactory to, the Holder of this Warrant, the obligations of the Company
under this Warrant (and, if the Company shall survive the consummation of such
transaction, such assumption shall be in addition to, and shall not release the
Company from, any continuing obligations of the Company under this Warrant).

         4. Certificate as to Adjustments. In each case of any adjustment or
readjustment pursuant to Section 2, the Company at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms of this
Warrant and prepare a certificate, signed by the Chief Financial Officer, the
Treasurer or one of the Assistant Treasurers of the Company, setting forth such
adjustment or readjustment and showing in reasonable detail the method of
calculation thereof.

         5. Reservation of Stock, etc. The Company shall at all times reserve
and keep available, solely for issuance and delivery upon exercise of the
Warrants, 100% of the number of Warrant Shares from time to time issuable upon
exercise of all Warrants at the time outstanding. All Warrant Shares issuable
upon exercise of any Warrants shall be duly authorized and, when issued upon
such exercise, shall be validly issued and, in the case of shares, fully paid
and nonassessable with no liability on the part of the holders thereof, and, in
the case of all securities, shall be free from all taxes, liens, security
interests, encumbrances, preemptive rights and charges, except for the payment
of applicable transfer or similar taxes by the Holder upon issuance to a Person
other than the Holder. Subsequent to the Expiration Date, no shares of stock
need be reserved in respect of any unexercised portion of this Warrant.

         6. REGISTRATION AND TRANSFER OF WARRANTS, ETC.

                                       5
<PAGE>

         6.1. Warrant Register; Ownership of Warrants. Each Warrant issued by
the Company shall be numbered and shall be registered in a warrant register (the
"Warrant Register") as it is issued and transferred, which Warrant Register
shall be maintained by the Company at its principal office or, at the Company's
election and expense, by a warrant agent or the Company's Transfer Agent. The
Company shall be entitled to treat the registered Holder of any Warrant on the
Warrant Register as the owner in fact thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in such Warrant
on the part of any other Person, and shall not be affected by any notice to the
contrary, except that, if and when any Warrant is properly assigned in blank,
the Company may (but shall not be obligated to) treat the bearer thereof as the
owner of such Warrant for all purposes. A Warrant, if properly assigned, may be
exercised by a new holder without a new Warrant first having been issued.

         6.2. Transfer of Warrants and Compliance with Securities Laws.

         (a) Neither this Warrant nor any interest therein may be transferred or
assigned in whole or in part without compliance with all applicable federal and
state securities laws by the Holder and the transferee or assignee thereof.
Subject to such compliance, this Warrant and all rights hereunder are
transferable in whole or in part, without charge to the Holder hereof, upon
surrender of this Warrant with a properly executed Form of Assignment, attached
hereto as Exhibit B, at the principal office of the Company. Upon any partial
transfer, the Company shall at its expense issue and deliver to the Holder a new
Warrant of like tenor, in the name of the Holder, which shall be exercisable for
such number of shares of Common Stock with respect to which rights under this
Warrant were not so transferred and to the transferee a new Warrant of like
tenor, in the name of the transferee, which shall be exercisable for such number
of shares of Common Stock with respect to which rights under this Warrant were
so transferred.

         (b) The Holder, by acceptance of this Warrant, acknowledges that
neither this Warrant nor the Warrant Shares have been registered under the
Securities Act and represents and warrants to the Company that this Warrant is
being acquired for investment and not for distribution or resale, solely for
Holder's own account and not as a nominee for any other person, and that Holder
will not offer, sell, pledge or otherwise transfer this Warrant or any Warrant
Shares except (i) in compliance with the requirements for an available exemption
from the Securities Act and any applicable state securities laws, or (ii)
pursuant to an effective registration statement or qualification under the
Securities Act and any applicable state securities laws.

         6.3. Replacement of Warrants. On receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender of such Warrant to the Company at its principal office
and cancellation thereof, the Company at its expense shall execute and deliver,
in lieu thereof, a new Warrant of like tenor.

                                       6
<PAGE>

         6.4. Fractional Warrant Shares. Notwithstanding any adjustment pursuant
to Section 2, the Company shall not be required to issue fractions of shares
upon exercise of this Warrant or to distribute certificates which evidence
fractional shares. In lieu of fractional shares, the Company shall make payment
to the Holder of an amount in cash equal to such fraction multiplied by the
closing bid price on the principal trading market of a share of Common Stock on
the date of exercise of this Warrant.

         7. Notices. Any notices, consents, waivers or other communications
required or permitted to be given hereunder must be in writing and will be
deemed to have been given (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile, receipt confirmed; (iii) three days after being
sent by U.S. certified mail, return receipt requested; or (iv) one day after
deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:

         If to the Company:

                      EVCI Career Colleges Incorporated
                      1 Van Der Donck Street, 2nd Floor
                      Yonkers, New York 10701
                      Telephone:  (914) 623-0700
                      Facsimile:  (914) 964-8222
                      Attention:  Chief Financial Officer

         If to the Holder, to its address and facsimile number on the signature
page of the Agreement.

         Each party shall provide five days' prior written notice to the other
party of any change in address or facsimile number. Notwithstanding the
foregoing, the exercise of this Warrant shall be effective in the manner
provided in Section 1.

         8. Amendments. This Warrant and any term hereof may not be amended,
modified, supplemented or terminated, and waivers or consents to departures from
the provisions hereof may not be given, except by written instrument duly
executed by the party against which enforcement of such amendment, modification,
supplement, termination or consent to departure is sought.

         9. Descriptive Headings, Etc. The headings in this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Warrant otherwise
requires: (a) words of any gender shall be deemed to include each other gender;
(b) words using the singular or plural number shall also include the plural or
singular number, respectively; (c) the words "hereof", "herein" and "hereunder"
and words of similar import when used in this Warrant shall refer to this
Warrant as a whole and not to any particular provision of this Warrant, and
Section and paragraph references are to the Sections and paragraphs of this
Warrant unless otherwise specified; (d) the word "including" and words of
similar import when used in this Warrant shall mean "including, without
limitation," unless otherwise specified; (e) "or" is not exclusive; and (f)
provisions apply to successive events and transactions.

                                       7
<PAGE>

         10. GOVERNING LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of New York (without giving effect to the
conflict of laws principles thereof).

         11. Judicial Proceedings. Any legal action, suit or proceeding brought
against the Company with respect to this Warrant may be brought in any court
located in Westchester County, State of New York, and by execution and delivery
of this Warrant, the Company hereby irrevocably and unconditionally waives any
claim (by way of motion, as a defense or otherwise) of improper venue, that it
is not subject personally to the jurisdiction of such court, that such courts
are an inconvenient forum or that this Warrant or its subject matter may not be
enforced in or by such court.

         IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase
Warrant to be issued as of the 29th day of March, 2004.


                                  EVCI CAREER COLLEGES INCORPORATED


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



                                       8
<PAGE>




                                                                    EXHIBIT A to
                                                   Common Stock Purchase Warrant

                        EVCI CAREER COLLEGES INCORPORATED

                       ELECTION TO PURCHASE WARRANT SHARES

         The undersigned hereby irrevocably elects to purchase _______ shares of
Common Stock, par value $.0001 per share ("Common Stock"), of EVCI CAREER
COLLEGES INCORPORATED ("EVCI") by exercising the Common Stock Purchase Warrant
(the "Warrant") dated _______________ and issued to the undersigned, and hereby
makes payment of $___________ therefore (or, if available pursuant to Section
1.1(c), calculates the number of shares available upon cashless exercise as
follows:_______________________________________________________. The undersigned
hereby requests that the certificate(s) for such shares and payment for
fractional shares be issued and made as follows:

ISSUE TO *: _____________________________________________________________
                                     (NAME)

----------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

----------------------------------------------------------------------------
                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO: ________________________________________________________________
                                     (NAME)

----------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

         If the number of shares of Common Stock purchased hereby is less than
the number of shares of Common Stock covered by the Warrant, the undersigned
requests that a new Warrant representing the number of shares of Common Stock
not so purchased be issued and delivered as follows:

ISSUE TO*: __________________________________________________________________
                                (NAME OF HOLDER)

----------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

DELIVER TO: ________________________________________________________________
                                     (NAME)

----------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)



-------------------
* If other than the Holder specified on the Common Stock Purchase Warrant
delivered with this Election to Purchase Warrant Shares, the transfer is subject
to compliance with applicable securities laws and the payment by the Holder of
any applicable transfer or similar taxes.


                                      A-1
<PAGE>



         In order to induce EVCI to give instructions to its transfer agent to
issue the shares of Common Stock being purchased upon exercise of the Warrant,
the undersigned hereby represents and warrants that undersigned is an
"accredited investor" as that term is defined in Regulation D under the
Securities Act of 1933, as amended.


Individual(s):

<TABLE>

<S>                                                 <C>


------------------------------------------------    --------------------------------------------
Signature (exactly as name appears on stock         Signature of spouse, joint tenant, tenant
certificate(s) tendered)                            in common, or other required signature



------------------------------------------------    --------------------------------------------
Print or type name                                  Print or type name

</TABLE>


Entity:



------------------------------------------------
Print or type name of entity (exactly as name
appears on stock certificate(s) tendered)


By:
    -----------------------------
Name:
Title:

(UNLESS WAIVED BY EVCI, ALL SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION THAT IS A MEMBER OF A RECOGNIZED MEDALLION SIGNATURE
GUARANTEE PROGRAM.)


                                      A-2
<PAGE>



                                                                    EXHIBIT B to
                                                   Common Stock Purchase Warrant

                                   ASSIGNMENT

               FOR VALUE RECEIVED, and subject to compliance with applicable
securities laws and payment of any applicable transfer taxes, the undersigned
hereby sells, assigns, and transfers unto the Assignee named below all of the
rights of the undersigned to purchase Common Stock, par value $.0001 per share
("Common Stock") of EVCI CAREER COLLEGES INCORPORATED ("EVCI") represented by
the Warrant dated ______________, with respect to the number of shares of Common
Stock set forth below:

                                                                   No. of
Name of Assignee              Address                          Warrant Shares
----------------              -------                          --------------




and does hereby irrevocably constitute and appoint any officer of EVCI to make
such transfer on the books of EVCI maintained for that purpose, with full power
of substitution in the premises.



Date: ____________________






(UNLESS WAIVED BY EVCI, ALL SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION THAT IS A MEMBER OF A RECOGNIZED MEDALLION SIGNATURE
GUARANTY PROGRAM.)


                                      B-1
<PAGE>


                                                                    SUPPLEMENT A

                               REGISTRATION RIGHTS



         The following provisions are a part of the Warrant (the "Warrant") to
purchase shares of Common Stock of EVCI Career Colleges Incorporated, initially
dated March 29, 2004, to purchase 62,338 Warrant Shares, subject to
adjustment, and any warrant, in substantially the same form as the Warrant, that
is issued to any Person who or which becomes a Holder as permitted by the
Warrant. References to the "Warrant" include each such subsequently issued
Warrant. References to section numbers refer to the sections of this Supplement
A, unless the context requires otherwise. All capitalized terms below shall have
the same meanings as in the Warrant, unless otherwise defined. By accepting
delivery of the Warrant registered in the Holder's name, the Holder is agreeing
to be bound by all the provisions of the Warrant, including this Supplement A.

         Section 1. Registration Rights

              1.1 Registration. EVCI shall include the resale of the Warrant
Shares in the next Form S-3 registration statement (the "Registration
Statement") filed by it with the Securities and Exchange Commission ("SEC"),
subject to the Holder's compliance with Section 1(i).

                   (a) EVCI shall use its best efforts to cause the Registration
Statement to be declared effective within 90 days after its initial filing with
the SEC and to remain effective until the earlier of the date (i) as of which
the Holder may sell all of the Warrant Shares without restriction pursuant to
Rule 144(k) and (ii) when the Holder shall have sold all of the Warrant Shares.

                   (b) EVCI shall prepare and file with the SEC such amendments
and supplements to the Registration Statement and the Prospectus included in
Registration Statement (the "Prospectus") as may be necessary to keep the
Registration Statement continuously effective, pursuant to Rule 415, for the
period specified in Section 1(c) and comply with the provisions of the
Securities Act with respect to the disposition of all the Warrant Shares covered
by the Registration Statement in accordance with the Holder's intended method of
disposition set forth in the Registration Statement for such period; provided,
however, notwithstanding the foregoing provisions of this Section 1(b), EVCI may
suspend the use of the Registration Statement if EVCI's Board of Directors
determines in good faith (after consulting with EVCI's counsel and, if
appropriate, its independent auditors) that because of valid and material
business developments (which, under applicable securities laws, would be
required to be disclosed in an amendment to the Prospectus), including pending
mergers or other business combination transactions, the planned acquisition or
divestiture of assets, pending material corporate developments and similar
events, it is advisable to suspend such use and, prior to or contemporaneously
with suspending such use, EVCI provides the Holder with written notice of such
suspension, which notice need not specify the nature of the event giving rise to
such suspension. At the end of any such suspension period, EVCI shall provide
Holder with written notice of the termination of such suspension.

                                      A-1
<PAGE>

                   (c) EVCI shall permit Holder to review and comment upon the
Registration Statement and, upon all future amendments and supplements thereto,
at least three days prior to their filing with the SEC.

                   (d) EVCI shall furnish to the Holder such number of copies of
the Registration Statement and the Prospectus as the Holder reasonably may
request in order to facilitate the public sale or other disposition of the
Warrant Shares pursuant to the Prospectus.

                   (e) EVCI shall use its best efforts to register or qualify
the Warrant Shares covered by the Registration Statement under the securities or
"blue sky" laws of such jurisdictions as the Holder reasonably shall request;
provided, however, EVCI shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction.

                   (f) While a Prospectus relating to the Warrant Shares is
required to be delivered under the Securities Act, EVCI shall promptly notify
the Holder of the happening of any event of which EVCI has knowledge and as a
result of which the Prospectus, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing.

                   (g) The Holder agrees that, upon receipt of any notice from
EVCI of the happening of any event of the kind specified in Sections 1(b) or
(f), the Holder will immediately discontinue disposition of the Warrant Shares
pursuant to the Prospectus until the Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 1(b), and, if so
directed by EVCI, the Holder will deliver to EVCI all copies, other than
permanent file copies then in Holder's possession, of the most recent Prospectus
at the time of receipt of such notice.

                   (h) EVCI shall make available for inspection by the Holder,
and any attorney, accountant or other agent retained by the Holder, all
financial and other records, pertinent corporate documents and properties of
EVCI, and cause EVCI's officers, directors and employees to supply all
information reasonably requested by the Holder or such attorney, accountant or
agent in connection with the Registration Statement, provided appropriate
confidentiality agreements are first received by EVCI.

                   (i) The Holder shall furnish to EVCI in writing such
information with respect to it and the proposed distribution by it, as
reasonably shall be necessary and reasonably requested by EVCI's counsel in
writing, in order to assure compliance with applicable federal and state
securities laws.

                                      A-2
<PAGE>

              1.2 Expenses. All expenses incurred by EVCI in complying with
Section 1.1 including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for EVCI, fees and expenses (including counsel fees) incurred in
connection with complying with state securities or "blue sky" laws, Nasdaq
listing fees, fees of transfer agents and registrars, and costs of issuing the
Warrant Shares, but excluding any Selling Expenses and fees and disbursements of
any counsel, or any accountant or agent of the Holder, are called "Registration
Expenses." All underwriting discounts and selling commissions applicable to the
sale of the Warrant Shares are called "Selling Expenses."

              EVCI will pay all Registration Expenses and the Holder will pay
all Selling Expenses.

              1.3 Indemnification.

                   (a) In connection with the registration and sale of the
Warrant Shares pursuant to the Registration Statement, to the fullest extent
permitted by law, EVCI will indemnify and hold harmless the Holder together with
the Holder's officers, directors, members, partners, employees and agents, and
each other person, if any, who controls Holder within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Holder and the Holder's officers, directors, members,
partners, employees and agents, or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement or the Prospectus or any amendment or supplement
thereof, or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or (iii) any violation or alleged violation by EVCI of the
Securities Act, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Warrant Shares pursuant to the Registration
Statement (but not the Holder's failure to comply with the prospectus delivery
requirements or other rules and regulations under the Securities Exchange Act of
1934 relating to the Holder's conduct in offering and selling the Warrant
Shares). EVCI will promptly reimburse the Holder and each such controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigation or defending any such loss, claim, damage, liability or
action; provided, however, that EVCI will not be liable in any such case if and
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished by the Holder
or any such controlling person in writing specifically for use in the
Registration Statement or the Prospectus. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
indemnified party.

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                   (b) In connection with the registration and sale of the
Warrant Shares pursuant to the Registration Statement, the Holder will indemnify
and hold harmless EVCI, each person, if any, who controls EVCI within the
meaning of the Securities Act, each officer of EVCI who signs the Registration
Statement, and each director of EVCI, against all losses, claims, damages or
liabilities, joint or several, to which EVCI or such officer, director, or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the Prospectus contained therein, or any amendment or supplement thereof, or
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will promptly reimburse EVCI and each such officer, director, and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Holder will be liable hereunder
in any such case if and only to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information pertaining to the Holder and furnished in writing to
EVCI by the Holder specifically for use in the Registration Statement or the
Prospectus; and provided, further, however, that the liability of the Holder
hereunder shall be limited to the proportion of any such loss, claim, damage,
liability or expense which is equal to the proportion that the public offering
price of the Warrant Shares sold by the Holder under the Registration Statement
bears to the total public offering price of all securities sold thereunder, but
not in any event to exceed the net proceeds received by the Holder from the sale
of the Warrant Shares covered by the Registration Statement.

                   (c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party under this Section 1.3 except and to the extent the
indemnifying party is prejudiced by such omission. In case any such action shall
be brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel reasonably satisfactory to such indemnified party,
and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party
shall not be liable to such indemnified party under this Section 1.3 for any
legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected; provided, however, that if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that there may be
reasonable defenses available to it which are different from or additional to
those available to the indemnifying party or if the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying party as incurred.

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                   (d) In order to provide for just and equitable contribution
to joint liability under the Securities Act in any case in which either (i)
Holder or any controlling person of the Holder makes a claim for indemnification
pursuant to this Section 1.3 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction as to which time
to appeal or the denial of the last right of appeal has expired) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 1.3 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of the Holder or any such
controlling person in circumstances for which indemnification is provided under
this Section 1.3, then, and in each such case, EVCI and the Holder will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after contribution from others) in such proportion so that the
Holder is responsible for the portion represented by the percentage that the
public offering price of the Warrant Shares offered by the Registration
Statement bears to the public offering price of all securities offered by the
Registration Statement, and EVCI is responsible for the remaining portion;
provided, however, that, in any such case, (A) the Holder shall not be required
to contribute any amount in excess of the public offering price of all the
Warrant Shares offered by it pursuant to the Registration Statement; and (B) no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation.

              1.4 Enforcement. EVCI acknowledges that there is no adequate
remedy at law for failure by it to comply with the provisions of this Section 1
and that such failure would not be adequately compensable in damages, and
therefore agrees that its agreements contained in this Section 1 may be
specifically enforced. In the event that EVCI fails to comply with its
obligations and agreements in this Section 1, then, in addition to any other
rights or remedies the Holder may have at law or in equity, EVCI shall indemnify
and hold harmless the Holder from and against any and all manner of loss which
it may incur as a result of such a failure. In addition, EVCI shall also
reimburse the Holder for any and all reasonable legal fees and expenses incurred
by it in enforcing its rights pursuant to this Section 1, regardless of whether
any litigation was commenced.

         Section 2. Market Standoff. In connection with an underwritten public
offering by EVCI of at least $5 million in total offering price, if any, the
Holder hereby agrees to be subject to a lockup for up to 180 days following the
effective date of EVCI's registration statement filed with the SEC in connection
with the offering as required by the underwriter(s) thereof. During such period,
the Holder agrees not to sell, transfer or hypothecate any securities of EVCI
without the prior written consent of the underwriter(s). This provisions is
self-operating but the Holder agrees to execute and furnish directly to, and for
the express benefit of, the underwriter(s) any confirmation requested by the
underwriter(s).


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