THIS COMMON STOCK PURCHASE  WARRANT AND THE SECURITIES  REPRESENTED  HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED  IN VIOLATION OF SUCH ACT, THE RULES AND  REGULATIONS  THEREUNDER OR
THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT.

                    Number of Shares of Common Stock: 40,000

                                  Warrant No. 1

                          COMMON STOCK PURCHASE WARRANT

                           To Purchase Common Stock of

                      Educational Video Conferencing, Inc.

          THIS IS TO CERTIFY THAT The Shaar Fund Ltd., or registered assigns, is
entitled,  at any time from the  Closing  Date (as  hereinafter  defined) to the
Expiration Date (as hereinafter  defined),  to purchase from  Educational  Video
Conferencing,  Inc., a Delaware  corporation (the  "Company"),  40,000 shares of
Common  Stock (as  hereinafter  defined  and subject to  adjustment  as provided
herein),  in whole or in part,  including  fractional parts, at a purchase price
per share equal to 120% of the Market  Price,  subject to adjustment as provided
herein,  all on  the  terms  and  conditions  and  pursuant  to  the  provisions
hereinafter set forth.

          1. Definitions

          As used in this Common Stock Purchase  Warrant (this  "Warrant"),  the
following terms shall have the respective meanings set forth below:

          "Additional  Shares of Common  Stock"  shall mean all shares of Common
Stock issued by the Company after the Closing Date, other than Warrant Stock.

          "Book  Value"  shall mean,  in respect of any share of Common Stock on
any date herein specified,  the consolidated book value of the Company as of the
last day of any month immediately  preceding such date, divided by the number of
Fully  Diluted  Outstanding  shares of Common Stock as  determined in accordance
with GAAP  (assuming  the  payment of the  exercise  prices for such  shares) by
Goldstein  Golub Kessler LLP or any other firm of independent  certified  public
accountants  of  recognized  national  standing  selected  by  the  Company  and
reasonably acceptable to the Holder.

          "Business  Day" shall mean any day that is not a Saturday or Sunday or
a day on which banks are  required or permitted to be closed in the State of New
York.

          "Closing  Date"  shall have the  meaning  set forth in the  Securities
Purchase Agreement.

          "Commission" shall mean the Securities and Exchange  Commission or any
other federal  agency then  administering  the  Securities Act and other federal
securities laws.

          "Common  Stock"  shall  mean  (except  where  the  context   otherwise
indicates)  the Common  Stock,  par value  $.0001 per share,  of the  Company as
constituted  on the Closing  Date,  and any capital stock into which such Common
Stock may thereafter be changed, and shall also include (i) capital stock of the
Company of any other class (regardless of how denominated) issued to the holders



<PAGE>

of shares of Common Stock upon any  reclassification  thereof  which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to  redemption  and (ii) shares of common  stock of any
successor or acquiring  corporation received by or distributed to the holders of
Common Stock of the Company in the circumstances contemplated by Section 4.4.

          "Convertible Securities" shall mean evidences of indebtedness,  shares
of stock or other securities which are convertible into or exchangeable, with or
without payment of additional  consideration in cash or property,  for shares of
Common Stock, either immediately or upon the occurrence of a specified date or a
specified event.

          "Current  Market  Price" shall mean on any date of  determination  the
closing bid price of a Common Share on such day as reported on Nasdaq; provided,
if such security bid is not listed or admitted to trading on Nasdaq, as reported
on the principal  national  security  exchange or quotation system on which such
security is quoted or listed or admitted to trading, or, if not quoted or listed
or admitted to trading on any national  securities exchange or quotation system,
the closing bid price of such security on the over-the-counter market on the day
in  question  as  reported  by  Bloomberg  LP, or a similar  generally  accepted
reporting service, as the case may be.

          "Current  Warrant  Price" shall mean,  in respect of a share of Common
Stock at any date herein  specified,  the price at which a share of Common Stock
may be  purchased  pursuant  to this  Warrant on such date,  as set forth in the
first paragraph hereof.

          "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

          "Exercise  Period"  shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.

          "Expiration Date" shall mean February 2, 2003.

          "Fully Diluted  Outstanding"  shall mean,  when used with reference to
Common  Stock,  at any date as of which the  number of shares  thereof  is to be
determined,  all shares of Common Stock  Outstanding at such date and all shares
of Common Stock  issuable in respect of this Warrant,  outstanding on such date,
and other  options or warrants to  purchase,  or  securities  convertible  into,
shares  of  Common  Stock  outstanding  on  such  date  which  would  be  deemed
outstanding in accordance  with GAAP for purposes of  determining  Book Value or
net income per share.

          "Fundamental  Corporate  Change"  shall have the  meaning set forth in
Section 4.4.

          "GAAP" shall mean  generally  accepted  accounting  principles  in the
United States of America as from time to time in effect.

          "Holder"  shall mean the  Person in whose name the  Warrant or Warrant
Stock set forth herein is registered on the books of the Company  maintained for
such purpose.

          "Market  Price" per Common  Share means the average of the closing bid
prices of the Common Shares as reported on the Nasdaq SmallCap Market ("Nasdaq")
for the five trading days immediately preceding the Closing Date.

          "Other Property" shall have the meaning set forth in Section 4.4.



                                      -2-
<PAGE>

          "Outstanding" shall mean, when used with reference to Common Stock, at
any date as of which the  number  of shares  thereof  is to be  determined,  all
issued  shares of Common  Stock,  except shares then owned or held by or for the
account of the Company or any subsidiary  thereof,  and shall include all shares
issuable  in  respect  of  outstanding  scrip or any  certificates  representing
fractional interests in shares of Common Stock.

          "Person" shall mean any individual, sole proprietorship,  partnership,
joint  venture,  trust,  incorporated  organization,  association,  corporation,
institution,  public benefit corporation, entity or government (whether federal,
state, county, city, municipal or otherwise,  including, without limitation, any
instrumentality, division, agency, body or department thereof).

          "Registration  Rights  Agreement" shall mean the  Registration  Rights
Agreement  dated as of a date even  herewith  between  the Company and The Shaar
Fund Ltd., as it may be amended from time to time.

          "Restricted Common Stock" shall mean shares of Common Stock which are,
or which  upon  their  issuance  on their  exercise  of this  Warrant  would be,
evidenced by a certificate  bearing the restrictive  legend set forth in Section
9.1(a).

          "Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor  federal statute,  and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

          "Securities  Purchase  Agreement"  shall mean the Securities  Purchase
Agreement  dated as of a date even  herewith  between  the Company and The Shaar
Fund Ltd., as it may be amended from time to time.

          "Transfer"  shall mean any disposition of any Warrant or Warrant Stock
or of any  interest in either  thereof,  which would  constitute  a sale thereof
within the meaning of the Securities Act.

          "Transfer Notice" shall have the meaning set forth in Section 9.2.

          "Warrant Price" shall mean an amount equal to (i) the number of shares
of Common  Stock  being  purchased  upon  exercise of this  Warrant  pursuant to
Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.

          "Warrant Stock" shall mean the shares of Common Stock purchased by the
holders of the Warrants upon the exercise thereof.

          "Warrants"  shall  mean this  Warrant  and all  warrants  issued  upon
transfer,  division or combination of, or in substitution for, any thereof.  All
Warrants  shall at all times be identical as to terms and  conditions  and date,
except  as to the  number of  shares  of  Common  Stock  for  which  they may be
exercised.

          2. Exercise of Warrant

          2.1 Manner of Exercise

          From and after the  earlier to occur of (i) the first  anniversary  of
the Closing Date and (ii) the date immediately succeeding a period of sixty (60)
consecutive  trading  days during which the Common Stock trades above $23.50 (as
adjusted for any stock splits or similar corporate actions) and until 5:00 p.m.,
New York time, on the Expiration Date, Holder may exercise this Warrant,  on any
Business  Day,  for all or any part of the  number of  shares  of  Common  Stock
purchasable hereunder.



                                      -3-
<PAGE>

          In order to exercise this Warrant,  in whole or in part,  Holder shall
deliver to the Company at its  principal  office at 35 East Grassy  Sprain Road,
Yonkers, NY 10710, or at the office or agency designated by the Company pursuant
to Section  12, (i) a written  notice of  Holder's  election  to  exercise  this
Warrant,  which notice shall  specify the number of shares of Common Stock to be
purchased,  (ii) to the extent  such  exercise is not being  effected  through a
Cashless  Exercise,  payment of the  Warrant  Price in cash or wire  transfer or
cashier's  check  drawn on a United  States  bank and (iii) this  Warrant.  Such
notice shall be substantially in the form of the subscription  form appearing at
the end of this  Warrant as Exhibit A, duly  executed  by Holder or its agent or
attorney.  Upon receipt of the items  referred to in clauses (i), (ii) and (iii)
above,  the Company shall, as promptly as  practicable,  and in any event within
five  Business Days  thereafter,  execute or cause to be executed and deliver or
cause to be delivered to Holder a certificate or certificates  representing  the
aggregate  number of full shares of Common Stock  issuable  upon such  exercise,
together with cash in lieu of any fraction of a share, as hereinafter  provided.
The stock  certificate  or  certificates  so  delivered  shall be, to the extent
possible,  in such  denomination or denominations as Holder shall request in the
notice and shall be registered  in the name of Holder or,  subject to Section 9,
such other name as shall be  designated  in the notice.  This  Warrant  shall be
deemed to have been  exercised and such  certificate  or  certificates  shall be
deemed to have been issued,  and Holder or any other Person so  designated to be
named  therein  shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the notice,  together with the cash or check or
checks and this Warrant,  is received by the Company as described  above and all
taxes  required to be paid by Holder,  if any,  pursuant to Section 2.2 prior to
the  issuance  of such shares have been paid.  If this  Warrant  shall have been
exercised in part, the Company shall, at the time of delivery of the certificate
or  certificates  representing  Warrant  Stock,  deliver to Holder a new Warrant
evidencing  the rights of Holder to purchase  the  unpurchased  shares of Common
Stock called for by this Warrant,  which new Warrant shall in all other respects
be  identical  with this  Warrant,  or, at the  request of  Holder,  appropriate
notation  may be  made  on  this  Warrant  and  the  same  returned  to  Holder.
Notwithstanding  any provision herein to the contrary,  the Company shall not be
required to register  shares in the name of any Person who acquired this Warrant
(or part hereof) or any Warrant Stock  otherwise  than in  accordance  with this
Warrant.

          Simultaneously  with the exercise of this Warrant,  payment in full of
the Warrant Price shall be made, at the option of the Holder,  (i) by payment of
the  Warrant  Price in cash or by wire  transfer or  cashier's  check drawn on a
United States bank,  (ii) through a net exercise  without payment of the Warrant
Price in cash by  providing  notice to the Company of the  Holder's  election to
receive a number of shares of Common Stock in a Cashless  Exercise  equal to the
product of (1) the number of shares for which such Warrant is  exercisable  with
payment  in cash of the  Warrant  Price as of the date of  exercise  and (2) the
Cashless Exercise Ratio or (iii) by any combination of clauses (i) and (ii). For
purposes  of  this  Agreement,  the  "Cashless  Exercise  Ratio"  shall  equal a
fraction,  the numerator of which is the excess of the Current  Market Price per
share of the Common Stock on the date of exercise over the Current Warrant Price
as of the date of exercise,  and the  denominator of which is the Current Market
Price per share of the Common  Stock on the date of  exercise.  An exercise of a
Warrant  in  accordance  with  clause  (ii) above is herein  called a  "Cashless
Exercise." Following a Cashless Exercise,  this Warrant shall be canceled in all
respects  with  regard to (a) the  number of  shares of Common  Stock  issued in
accordance  with the  Cashless  Exercise  plus (b) the number of shares  used as
consideration for the Cashless Exercise.



                                      -4-
<PAGE>

          2.2 Payment of Taxes and Charges

          All shares of Common Stock  issuable upon the exercise of this Warrant
pursuant  to  the  terms  hereof  shall  be  validly  issued,   fully  paid  and
nonassessable, freely tradable after registration of such shares, subject to any
applicable limitations of Section 3(a) of the Registration Rights Agreement, and
without any preemptive  rights. The Company shall pay all expenses in connection
with,  and all taxes and other  governmental  charges  that may be imposed  with
respect  to, the  issuance  or  delivery  thereof,  unless such tax or charge is
imposed by law upon Holder, in which case such taxes or charges shall be paid by
Holder.  The Company  shall not be  required,  however,  to pay any tax or other
charge imposed in connection  with any transfer  involved in the issuance of any
certificate for shares of Common Stock issuable upon exercise of this Warrant in
any name other than that of Holder,  and in such case the  Company  shall not be
required  to issue or  deliver  any stock  certificate  until  such tax or other
charge  has been  paid or it has been  established  to the  satisfaction  of the
Company that no such tax or other charge is due.

          2.3 Fractional Shares

          The  Company  shall not be  required  to issue a  fractional  share of
Common Stock upon  exercise of any Warrant.  As to any fraction of a share which
Holder would  otherwise be entitled to purchase upon such exercise,  the Company
shall pay a cash adjustment in respect of such final fraction in an amount equal
to the same  fraction  of the Market  Price per share of Common  Stock as of the
Closing Date.

          2.4 Continued Validity

          A holder of shares of Common  Stock  issued upon the  exercise of this
Warrant, in whole or in part (other than a holder who acquires such shares after
the same have been publicly sold pursuant to a Registration  Statement under the
Securities  Act or sold pursuant to Rule 144  thereunder)  shall  continue to be
entitled  with  respect to such shares to all rights to which it would have been
entitled  as Holder  under  Sections 9, 10 and 14 of this  Warrant.  The Company
will,  at the time of exercise of this  Warrant,  in whole or in part,  upon the
request of Holder,  acknowledge in writing,  in form reasonably  satisfactory to
Holder,  its continuing  obligation to afford Holder all such rights;  provided,
however,  that if Holder shall fail to make any such request, such failure shall
not affect the continuing obligation of the Company to afford to Holder all such
rights.

          3. Transfer, Division and Combination

          3.1 Transfer

          Subject to compliance with Section 9, transfer of this Warrant and all
rights  hereunder,  in whole or in part, shall be registered on the books of the
Company to be maintained for such purpose, upon surrender of this Warrant at the
principal  office of the  Company  referred  to in Section  2.1 or the office or
agency designated by the Company pursuant to Section 12, together with a written
assignment  of this Warrant  substantially  in the form of Exhibit B hereto duly
executed  by Holder or its agent or  attorney  and funds  sufficient  to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required, such payment, the Company shall, subject to Section 9, execute
and deliver a new Warrant or Warrants in the name of the  assignee or  assignees
and in the  denomination  specified in such instrument of assignment,  and shall
issue to the assignor a new Warrant  evidencing  the portion of this Warrant not
so assigned, and this Warrant shall promptly be canceled. A Warrant, if properly
assigned in compliance  with Section 9, may be exercised by a new Holder for the
purchase of shares of Common Stock without having a new warrant issued.



                                      -5-
<PAGE>

          3.2 Division and Combination

          Subject to Section 9, this  Warrant  may be divided or  combined  with
other Warrants upon presentation hereof at the aforesaid office or agency of the
Company,  together with a written notice  specifying the names and denominations
in which  new  Warrants  are to be  issued,  signed  by  Holder  or its agent or
attorney.  Subject to  compliance  with  Sections  3.1 and 9, as to any transfer
which may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice.

          3.3 Expenses

          The Company shall prepare, issue and deliver at its own expense (other
than  transfer  taxes) the new  Warrants or Warrants  under this  Section 3.

          3.4 Maintenance of Books

          The Company  agrees to maintain,  at its  aforesaid  office or agency,
books for the registration and the registration of transfer of the Warrants.

          4. ADJUSTMENTS

          The  number  of shares of Common  Stock  for  which  this  Warrant  is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant,  shall be subject to adjustment  from time to time as set forth in
this  Section 4. The  Company  shall give Holder  notice of any event  described
below which  requires an  adjustment  pursuant to this  Section 4 at the time of
such event.

          4.1 Stock Dividends, Subdivisions and Combinations

          If at any time the Company shall:

          (a) take a record of the  holders of its Common  Stock for the purpose
of entitling them to receive a dividend  payable in, or other  distribution  of,
Additional  Shares of Common  Stock;

          (b)  subdivide  its  outstanding  shares of Common Stock into a larger
number of shares of Common  Stock;  or

          (c)  combine  its  outstanding  shares of Common  Stock into a smaller
number of shares of Common Stock;

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the happening of such event,  and (ii) the Current  Warrant Price
shall be adjusted  to equal (A) the  Current  Warrant  Price  multiplied  by the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  adjustment  divided  by (B) the  number of shares for
which this  Warrant  is  exercisable  immediately  after  such  adjustment.  4.2
Intentionally  Omitted 4.3 Other Provisions Applicable to Adjustments under this
Section

          The  following  provisions  shall  be  applicable  to  the  making  of
adjustments  of the number of shares of Common  Stock for which this  Warrant is
exercisable  and the Current  Warrant Price  provided for in this Section 4:



                                      -6-
<PAGE>

          (a) When  Adjustments  to be Made.  The  adjustments  required by this
Section 4 shall be made whenever and as often as any specified  event  requiring
an  adjustment  shall occur.  For the purpose of any  adjustment,  any specified
event  shall be deemed to have  occurred at the close of business on the date of
its occurrence.

          (b) Fractional Interests.  In computing adjustments under this Section
4,  fractional  interests  in Common  Stock  shall be taken into  account to the
nearest  1/10th of a share.

          (c) When  Adjustment not Required.  If the Company shall take a record
of the holders of its Common Stock for the purpose of entitling  them to receive
a  dividend  or  distribution  or  subscription  or  purchase  rights and shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

          (d)  Challenge  to Good  Faith  Determination.  Whenever  the Board of
Directors of the Company shall be required to make a determination in good faith
of the fair value of any item under this  Section 4, such  determination  may be
challenged in good faith by the Holder,  and any dispute shall be resolved by an
investment banking firm of recognized  national standing selected by the Company
and acceptable to Holder.

          4.4       Reorganization,  Reclassification,  Merger, Consolidation or
                    Disposition of Assets

          In case the Company  shall  reorganize  its  capital,  reclassify  its
capital  stock,  consolidate  or merge with or into  another  Person  (where the
Company is not the survivor or where there is a change in or  distribution  with
respect  to the Common  Stock of the  Company),  or sell,  convey,  transfer  or
otherwise dispose of all or substantially  all its property,  assets or business
to another Person, or effectuate a transaction or series of related transactions
in which more than 50% of the voting  power of the Company is disposed of (each,
a "Fundamental Corporate Change") and, pursuant to the terms of such Fundamental
Corporate  Change,  shares  of  Common  Stock  of  the  successor  or  acquiring
corporation, or any cash, shares of stock or other securities or property of any
nature whatsoever  (including warrants or other subscription or purchase rights)
in  addition  to or in  lieu of  common  stock  of the  successor  or  acquiring
corporation  ("Other  Property"),  are to be received by or  distributed  to the
holders  of  Common  Stock of the  Company,  then  Holder  shall  have the right
thereafter to receive,  upon  exercise of the Warrant,  such number of shares of
common stock of the successor or acquiring  corporation or of the Company, if it
is the surviving  corporation,  and Other Property as is receivable upon or as a
result of such Fundamental  Corporate Change by a holder of the number of shares
of Common Stock for which this Warrant is exercisable  immediately prior to such
Fundamental  Corporate Change. In case of any such Fundamental Corporate Change,
the  successor  or  acquiring  corporation  (if other  than the  Company)  shall
expressly  assume the due and punctual  observance  and  performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company  and all the  obligations  and  liabilities  hereunder,  subject to such
modifications  as may be deemed  appropriate (as determined by resolution of the
Board of Directors of the Company) in order to provide for adjustments of shares
of Common Stock for which this Warrant is  exercisable  which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 4. For
purposes of this  Section  4.4,  "common  stock of the  successor  or  acquiring
corporation"  shall include stock of such  corporation of any class which is not
preferred  as to  dividends  or  assets  over any  other  class of stock of such
corporation  and which is not subject to  redemption  and shall also include any


                                      -7-
<PAGE>

evidences  of  indebtedness,  shares  of  stock or other  securities  which  are
convertible into or exchangeable for any such stock,  either immediately or upon
the arrival of a specified  date or the  happening of a specified  event and any
warrants  or other  rights to  subscribe  for or purchase  any such  stock.  The
foregoing  provisions  of this Section 4.4 shall  similarly  apply to successive
Fundamental Corporate Change.

          4.5 Other Action Affecting Common Stock

          In case at any time or from time to time the  Company  shall  take any
action in respect of its Common Stock,  other than any action  described in this
Section  4, which  would have a  materially  adverse  effect  upon the rights of
Holder,  the number of shares of Common Stock and/or the purchase  price thereof
shall be adjusted in such manner as may be  equitable in the  circumstances,  as
determined in good faith by the Board of Directors of the Company.

          4.6 Certain Limitations

          Notwithstanding  anything  herein to the contrary,  the Company agrees
not to enter into any transaction which, by reason of any adjustment  hereunder,
would cause the Current Warrant Price to be less than the par value per share of
Common Stock.

          5. NOTICES TO HOLDER

          5.1 Notice of Adjustments

          Whenever  the number of shares of Common  Stock for which this Warrant
is exercisable,  or whenever the price at which a share of such Common Stock may
be  purchased  upon  exercise of the  Warrants,  shall be  adjusted  pursuant to
Section 4, the Company shall  forthwith  prepare a certificate to be executed by
the chief financial officer of the Company setting forth, in reasonable  detail,
the event  requiring the adjustment and the method by which such  adjustment was
calculated (including a description of the basis on which the Board of Directors
of the  Company  determined  the fair value of any  evidences  of  indebtedness,
shares of stock,  other securities or property or warrants or other subscription
or purchase rights referred to in Section 4.2),  specifying the number of shares
of Common Stock for which this Warrant is  exercisable  and (if such  adjustment
was made pursuant to Section 4.4 or 4.5)  describing  the number and kind of any
other shares of stock or Other  Property for which this Warrant is  exercisable,
and any change in the purchase price or prices  thereof,  after giving effect to
such  adjustment or change.  The Company shall  promptly  cause a signed copy of
such  certificate to be delivered to the Holder in accordance with Section 14.2.
The Company shall keep at its office or agency designated pursuant to Section 12
copies  of all  such  certificates  and  cause  the  same  to be  available  for
inspection  at said office  during  normal  business  hours by the Holder or any
prospective purchaser of a Warrant designated by Holder.

        5.2 Notice of Corporate Action

          If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
for the purpose of entitling  them to receive a dividend or other  distribution,
or any right to subscribe for or purchase any evidences of its indebtedness, any
shares of stock of any class or any other securities or property,  or to receive
any  other  right;  or

          (b) there  shall be any capital  reorganization  of the  Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company  to,  another  corporation;  or



                                      -8-
<PAGE>

          (c) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 30 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, at least 30 days' prior written  notice of the date when the same shall take
place.  Such notice in accordance  with the foregoing  clause also shall specify
(i) the date on which any such  record is to be taken  for the  purpose  of such
dividend,  distribution or right,  the date on which the holders of Common Stock
shall be entitled to any such dividend,  distribution  or right,  and the amount
and  character  thereof,  and (ii) the  date on which  any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property  deliverable  upon  such  reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 14.2.

          6. No Impairment

          The Company shall not by any action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of assets,  consolidation,  merger,  dissolution,  issuance or sale of
securities or other voluntary  action,  avoid or seek to avoid the observance or
performance  of any of the terms of this Warrant,  but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
actions as may be  necessary  or  appropriate  to  protect  the rights of Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  will (a) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant above the amount payable  therefor
upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be  necessary  or  appropriate  in order that the Company may
validly and legally  issue fully paid and  nonassessable  shares of Common Stock
upon the  exercise of this  Warrant,  and (c) use its best efforts to obtain all
such  authorizations,  exemptions  or consents from any public  regulatory  body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.

          Upon the request of Holder,  the  Company  will at any time during the
period this Warrant is outstanding  acknowledge in writing, in form satisfactory
to Holder,  the continuing  validity of this Warrant and the  obligations of the
Company hereunder.

          7. Reservation and Authorization of Common Stock

          From and  after  the  Closing  Date,  the  Company  shall at all times
reserve and keep  available  for  issuance  upon the  exercise of Warrants  such
number  of its  authorized  but  unissued  shares  of  Common  Stock  as will be
sufficient  to permit the  exercise  in full of all  outstanding  Warrants.  All
shares of Common Stock which shall be so issuable,  when issued upon exercise of
any Warrant and payment  therefor in accordance  with the terms of such Warrant,
shall be duly and  validly  issued  and  fully  paid and  nonassessable  and not
subject to preemptive rights.



                                      -9-
<PAGE>

          Before taking any action which would cause an adjustment  reducing the
Current  Warrant Price below the then par value, if any, of the shares of Common
Stock  issuable  upon  exercise  of the  Warrants,  the  Company  shall take any
corporate  action  which may be  necessary in order that the Company may validly
and legally  issue fully paid and  nonassessable  shares of such Common Stock at
such adjusted Current Warrant Price.

          Before  taking any action which would result in an  adjustment  in the
number of shares of Common Stock for which this Warrant is exercisable or in the
Current  Warrant  Price,  the Company  shall obtain all such  authorizations  or
exemptions  thereof,  or consents  thereto,  as may be necessary from any public
regulatory  body or bodies  having  jurisdiction  thereof.

          8. Taking of Record; Stock and Warrant Transfer Books

          In the case of all dividends or other  distributions by the Company to
the holders of its Common Stock with respect to which any provision of Section 4
refers to the taking of record of such  holders,  the Company  will in each case
take such a record and will take such  record as of the close of  business  on a
Business  Day.  The  Company  will not at any  time,  except  upon  dissolution,
liquidation  or winding up of the  Company,  close its stock  transfer  books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.

          9. Restrictions on Transferability

          The  Warrants  and  the  Warrant  Stock  shall  not  be   transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section  9,  which  conditions  are  intended  to  ensure  compliance  with  the
provisions of the  Securities Act with respect to the Transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant,  agrees to be bound by
the provisions of this Section 9.

          9.1 Restrictive Legend

          (a) Holder,  by accepting  this  Warrant and any Warrant  Stock agrees
that this Warrant and the Warrant Stock issuable upon exercise hereof may not be
assigned or otherwise  transferred unless and until (i) the Company has received
an opinion of counsel for Holder that such securities may be sold pursuant to an
exemption  from  registration  under the  Securities  Act or (ii) a registration
statement relating to such securities has been filed by the Company and declared
effective by the Commission.

          Each  certificate  for Warrant Stock issuable  hereunder  shall bear a
legend as follows until such  securities have been sold pursuant to an effective
registration statement under the Securities Act:

          "THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
          SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
          OR THE SECURITIES  LAWS OF ANY STATE,  AND ARE BEING OFFERED
          AND SOLD  PURSUANT  TO AN  EXEMPTION  FROM THE  REGISTRATION
          REQUIREMENTS  OF THE  SECURITIES  ACT AND SUCH  LAWS.  THESE
          SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO
          AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
          OR PURSUANT TO AN AVAILABLE  EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS."

          (b) Except as otherwise  provided in this Section 9, the Warrant shall
be stamped or otherwise  imprinted with a legend in substantially  the following
form:



                                      -10-
<PAGE>

          "THIS  COMMON  STOCK  PURCHASE  WARRANT  AND THE  SECURITIES
          REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
          SECURITIES  ACT  OF  1933,  AS  AMENDED,   AND  MAY  NOT  BE
          TRANSFERRED   IN  VIOLATION  OF  SUCH  ACT,  THE  RULES  AND
          REGULATIONS  THEREUNDER  OR THE  PROVISIONS  OF THIS  COMMON
          STOCK PURCHASE WARRANT."

          9.2 Notice of Proposed Transfers

          Prior to any  Transfer or  attempted  Transfer of any  Warrants or any
shares of Restricted Common Stock, the Holder shall give ten days' prior written
notice (a "Transfer Notice") to the Company of Holder's intention to effect such
Transfer,  describing the manner and circumstances of the proposed Transfer, and
obtain  from  counsel  to Holder  who shall be  reasonably  satisfactory  to the
Company,  an  opinion  that  the  proposed  Transfer  of such  Warrants  or such
Restricted  Common  Stock  may  be  effected  without   registration  under  the
Securities  Act. After receipt of the Transfer  Notice and opinion,  the Company
shall, within five days thereof, notify the Holder as to whether such opinion is
reasonably  satisfactory  and, if so, such holder shall thereupon be entitled to
Transfer such Warrants or such  Restricted  Common Stock, in accordance with the
terms of the Transfer Notice.  Each certificate,  if any, evidencing such shares
of Restricted  Common Stock issued upon such Transfer shall bear the restrictive
legend set forth in Section  9.1(a),  and the Warrant  issued upon such Transfer
shall bear the  restrictive  legend set forth in Section  9.1(b),  unless in the
opinion  of such  counsel  such  legend  is not  required  in  order  to  ensure
compliance  with the  Securities  Act.  Holder shall not be entitled to Transfer
such Warrants or such  Restricted  Common Stock until receipt of notice from the
Company under this Section 9.2 that such opinion is reasonably satisfactory.

          9.3 Required Registration

          Pursuant to the terms and conditions set forth in Registration  Rights
Agreement, the Company shall prepare and file with the Commission not later than
the date five (5)  business  days after the date the Company  files the Form 10K
for its fiscal year ending  December 31, 1999,  but in no event later than April
15, 2000, a Registration  Statement relating to the offer and sale of the Common
Stock  issuable  upon exercise of the Warrants and shall use its best efforts to
cause the Commission to declare such Registration  Statement effective under the
Securities Act as promptly as  practicable  but no later than June 30, 2000. 9.4
Termination of Restrictions

          Notwithstanding   the   foregoing   provisions   of   Section  9,  the
restrictions  imposed by this Section upon the  transferability of the Warrants,
the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon
the exercise of the Warrants) and the legend  requirements  of Section 9.1 shall
terminate as to any  particular  Warrant or share of Warrant Stock or Restricted
Common Stock (or Common Stock  issuable  upon the exercise of the  Warrants) (i)
when and so long as such security shall have been  effectively  registered under
the  Securities  Act and  disposed of pursuant  thereto or (ii) when the Company
shall have  received an opinion of counsel  reasonably  satisfactory  to it that
such shares may be transferred without registration thereof under the Securities


                                      -11-
<PAGE>

Act.  Whenever the restrictions  imposed by Section 9 shall terminate as to this
Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive
from the  Company  upon  written  request of the  Holder,  at the expense of the
Company,  a new Warrant bearing the following legend in place of the restrictive
legend set forth hereon:

          "THE RESTRICTIONS ON  TRANSFERABILITY  OF THE WITHIN WARRANT
          CONTAINED  IN  SECTION 9 HEREOF  TERMINATED  ON  __________,
          _____, AND ARE OF NO FURTHER FORCE AND EFFECT."

All Warrants issued upon  registration of transfer,  division or combination of,
or in  substitution  for,  any Warrant or Warrants  entitled to bear such legend
shall have a similar legend endorsed thereon.  Whenever the restrictions imposed
by this Section shall  terminate as to any share of Restricted  Common Stock, as
hereinabove  provided,  the holder thereof shall be entitled to receive from the
Company,  at the Company's expense,  a new certificate  representing such Common
Stock not bearing the restrictive legend set forth in Section 9.1(a).

          9.5 Listing on Securities Exchange

          If the Company shall list any shares of Common Stock on any securities
exchange or quotation  system, it will, at its expense,  list thereon,  maintain
and, when necessary, increase such listing of, all shares of Common Stock issued
or, to the extent  permissible under the applicable  securities  exchange rules,
issuable upon the exercise of this Warrant so long as any shares of Common Stock
shall be so listed during any such Exercise Period.

          10. Supplying Information

          The Company shall cooperate with Holder in supplying such  information
as may be reasonably  necessary for Holder to complete and file any  information
reporting forms presently or hereafter required by the Commission as a condition
to the  availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock. 11. Loss or Mutilation

          Upon  receipt  by the  Company  from  Holder  of  evidence  reasonably
satisfactory  to it of the  ownership  of and the loss,  theft,  destruction  or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood  that  the  written  agreement  of the  Holder  shall  be  sufficient
indemnity),  and in case of mutilation upon surrender and  cancellation  hereof,
the Company  will execute and deliver in lieu hereof a new Warrant of like tenor
to Holder; provided, in the case of mutilation no indemnity shall be required if
this  Warrant  in   identifiable   form  is   surrendered  to  the  Company  for
cancellation. 12. Office of the Company

          As long as any of the Warrants remain  outstanding,  the Company shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant.

          13. Limitation of Liability

          No provision hereof, in the absence of affirmative action by Holder to
purchase  shares of Common  Stock,  and no  enumeration  herein of the rights or
privileges of Holder hereof,  shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder  of the Company,  whether
such  liability is asserted by the Company or by  creditors of the Company.



                                      -12-
<PAGE>

          14. Miscellaneous

          14.1 Nonwaiver and Expenses

          No course of dealing or any delay or  failure  to  exercise  any right
hereunder  on the part of Holder  shall  operate  as a waiver  of such  right or
otherwise prejudice Holder's rights, powers or remedies. If the Company fails to
make, when due, any payments provided for hereunder, or fails to comply with any
other provision of this Warrant, the Company shall pay to Holder such amounts as
shall  be  sufficient  to  cover  any  costs  and  expenses  including,  without
limitation,   reasonable   attorneys'   fees,   including   those  of  appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto or
in otherwise enforcing any of its rights, powers or remedies hereunder.

          14.2 Notice Generally

          Except  as may be  otherwise  provided  herein,  any  notice  or other
communication  or delivery  required or permitted  hereunder shall be in writing
and shall be delivered personally or sent by certified mail, postage prepaid, or
by a nationally  recognized overnight courier service, and shall be deemed given
when so delivered  personally or by overnight  courier  service,  or, if mailed,
three days after the date of deposit in the United States mails, as follows:

          (a)       if to the Company, to:

                    Educational Video  Conferencing,  Inc.
                    35 East Grassy Sprain Road
                    Yonkers,  NY 10710
                    Attention: Dr. Arol I. Buntzman
                    (914) 787-3500
                    (914) 395-3498 (fax)

                    with a copy to:

                    Fischbein, Badillo, Wagner, Harding
                    909 3rd Avenue, 17th Floor
                    New York, NY 10022
                    Attention:  Joseph D. Alperin, Esq.
                    (212) 826-2000
                    (212) 644-3601 (fax)

          (b)       if to the Holder, to:

                    The Shaar Fund Ltd.,
                    c/o Levinson Capital Management
                    2 World Trade Center, Suite 1820
                    New York, NY 10048
                    Attention:  Samuel Levinson
                    (212) 432-7711
                    (212) 432-7771 (Fax)

                     with a copy to:

                     Cadwalader, Wickersham & Taft
                     100 Maiden Lane
                     New York, NY 10038
                     Attention:  Dennis J. Block, Esq.
                     (212) 504-5555
                     (212) 504-5557 (Fax)

The  Company or the Holder may  change  the  foregoing  address by notice  given
pursuant to this Section 14.2.



                                      -13-
<PAGE>

          14.3 Indemnification

          The Company  agrees to  indemnify  and hold  harmless  Holder from and
against any  liabilities,  obligations,  losses,  damages,  penalties,  actions,
judgments,  suits, claims, costs, attorneys' fees, expenses and disbursements of
any kind which may be imposed upon,  incurred by or asserted  against  Holder in
any manner  relating  to or arising out of any failure by the Company to perform
or  observe  in  any  material   respect  any  of  its  covenants,   agreements,
undertakings or obligations set forth in this Warrant;  provided,  however, that
the Company  will not be liable  hereunder  to the extent that any  liabilities,
obligations,  losses, damages,  penalties,  actions,  judgments,  suits, claims,
costs,  attorneys'  fees,  expenses  or  disbursements  are  found  in  a  final
nonappealable  judgment  by  a  court  to  have  resulted  from  Holder's  gross
negligence,  bad faith or willful misconduct in its capacity as a stockholder or
warrantholder of the Company.

          14.4 Remedies

          Holder in addition to being entitled to exercise all rights granted by
law, including recovery of damages,  will be entitled to specific performance of
its rights under  Section 9 of this  Warrant.  The Company  agrees that monetary
damages would not be adequate  compensation for any loss incurred by reason of a
breach by it of the provisions of Section 9 of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

          14.5 Successors and Assigns

          Subject to the  provisions of Sections 3.1 and 9, this Warrant and the
rights  evidenced  hereby  shall inure to the benefit of and be binding upon the
successors  of the  Company  and the  successors  and  assigns  of  Holder.  The
provisions  of this  Warrant  are  intended to be for the benefit of all Holders
from time to time of this Warrant and, with respect to Section 9 hereof, holders
of  Warrant  Stock,  and shall be  enforceable  by any such  Holder or holder of
Warrant Stock.

          14.6 Amendment

          This Warrant and all other  Warrants may be modified or amended or the
provisions  hereof  waived with the  written  consent of the Company and Holder.

          14.7 Severability

          Wherever possible, each provision of this Warrant shall be interpreted
in such manner as to be  effective  and valid under  applicable  law, but if any
provision of this Warrant shall be  prohibited  by or invalid  under  applicable
law, such provision shall only be ineffective to the extent of such  prohibition
or  invalidity,  without  invalidating  the  remainder of such  provision or the
remaining provisions of this Warrant.

          14.8 Headings

          The headings used in this Warrant are for the convenience of reference
only and shall not,  for any  purpose,  be deemed a part of this  Warrant.

          14.9 Governing Law

          This  Warrant  shall be governed by the laws of the State of New York,
without regard to the provisions thereof relating to conflicts of law.

                            [SIGNATURE PAGE FOLLOWS.]

                                      -14-
<PAGE>




          IN WITNESS  WHEREOF,  the Company  has caused this  Warrant to be duly
executed  and its  corporate  seal to be  impressed  hereon and  attested by its
Secretary or an Assistant Secretary.

Dated:  February 3, 2000


                                       EDUCATIONAL VIDEO CONFERENCING, INC.



                                       By: /s/ Dr. Arol I. Buntzman
                                           -------------------------------------
                                           Name:  Dr. Arol I. Buntzman
                                           Title: Chairman and Chief Executive
                                                  Officer

Attest:



By:  /s/ Richard Goldenberg
    ----------------------------
    Name:  Richard Goldenberg
    Title: Secretary



                                      -15-
<PAGE>



                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

          The undersigned registered owner of this Warrant irrevocably exercises
this  Warrant  for  the  purchase  of  __________  shares  of  Common  Stock  of
Educational Video Conferencing, Inc. and herewith makes payment therefor, all at
the price and on the terms and conditions specified in this Warrant and requests
that  certificates  for the shares of Common  Stock  hereby  purchased  (and any
securities or other property  issuable upon such exercise) be issued in the name
of and delivered to

________________________________________________________________________________

whose address is

________________________________________________________________________________

and,  if such  shares of Common  Stock  shall not  include  all of the shares of
Common Stock  issuable as provided in this  Warrant,  that a new Warrant of like
tenor and date for the balance of the shares of Common Stock issuable  hereunder
be delivered to the undersigned.

                                           _____________________________________
                                                 (Name of Registered Owner)



                                           _____________________________________
                                              (Signature of Registered Owner)



                                           _____________________________________
                                                     (Street Address)



                                           _____________________________________
                                            (City)      (State)      (Zip Code)

                                      A-1

<PAGE>


                              Notice:  The signature on this  subscription  must
                              correspond  with the name as written upon the face
                              of the within Warrant in every particular, without
                              alteration   or    enlargement   or   any   change
                              whatsoever.























































                                      A-2
<PAGE>

                                                                       EXHIBIT B

                                 ASSIGNMENT FORM

          FOR VALUE RECEIVED the  undersigned  registered  owner of this Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the  undersigned  under this  Warrant,  with  respect to the number of
shares of Common Stock set forth below:

                                                        No. of Shares of
    Name and Address of Assignee                           Common Stock
    ----------------------------                           ------------




and does hereby irrevocably constitute and appoint

________________________________________________________________________________

attorney-in-fact  to register  such transfer on the books of  Educational  Video
Conferencing,  Inc. maintained for the purpose,  with full power of substitution
in the premises.

Dated: ________________________


                                             ___________________________________
                                                        (Print Name)



                                             ___________________________________
                                                        (Signature)



                                             ___________________________________
                                                   (Print Name of Witness)



                                             ___________________________________
                                                    (Witness's Signature)


                              Notice:  The  signature  on this  assignment  must
                              correspond  with the name as written upon the face
                              of the within Warrant in every particular, without
                              alteration   or    enlargement   or   any   change
                              whatsoever.

                                      B-1