REGISTRATION RIGHTS AGREEMENT

          This REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 2000 (this
"Agreement"),  by and between Educational Video  Conferencing,  Inc., a Delaware
corporation,  with principal  executive offices located at 35 East Grassy Sprain
Road, Yonkers,  NY 10710 (the "Company"),  and The Shaar Fund Ltd. (the "Initial
Investor").

          WHEREAS,  upon  the  terms  and  subject  to  the  conditions  of  the
Securities  Purchase  Agreement dated as of February 3, 2000, by and between the
Initial  Investor and the Company (the  "Securities  Purchase  Agreement"),  the
Company has agreed to issue and sell to the Initial  Investor (i) 400,000 shares
of Series A 7.5%  Convertible  Preferred  Stock, par value $.0001 per share (the
"Preferred  Shares")  which,  upon the terms of and subject to the conditions of
the  Company's  Certificate  of  Designation  which was amended by the Company's
Amended  Certificate of Designation  which was further  amended by the Company's
Second Amended  Certificate of Designation (the  "Certificate of  Designation"),
are convertible  into shares of the Company's common stock, par value $.0001 per
share  (the  "Common  Stock")  and (ii)  Common  Stock  Purchase  Warrants  (the
"Warrants") to purchase shares of Common Stock; and

          WHEREAS,  to induce the  Initial  Investor  to execute and deliver the
Securities Purchase Agreement, the Company has agreed to provide with respect to
the Common  Stock  issued or issuable in lieu of cash  dividend  payments on the
Preferred  Shares,  upon conversion of the Preferred  Shares and exercise of the
Warrants certain registration rights under the Securities Act;

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
covenants  contained herein, the parties hereto,  intending to be legally bound,
hereby  agree as follows:

          1. Definitions

          (a) As used in this  Agreement,  the  following  terms  shall have the
meanings:

               (i)  "Affiliate," of any specified  Person means any other Person
     who  directly,  or  indirectly  through one or more  intermediaries,  is in
     control  of,  is  controlled  by, or is under  common  control  with,  such
     specified  Person.  For  purposes of this  definition,  control of a Person
     means the power,  directly or indirectly,  to direct or cause the direction
     of the  management  and  policies  of  such  Person  whether  by  contract,
     securities,  ownership  or  otherwise;  and  the  terms  "controlling"  and
     "controlled" have the respective meanings correlative to the foregoing.

               (ii)  "Closing  Date" means the date and time of the issuance and
     sale of the Preferred Shares and the Warrants.

               (iii) "Commission" means the Securities and Exchange  Commission.

               (iv) "Current  Market Price" on any date of  determination  means
     the  closing  bid  price  of a share  of the  Common  Stock  on such day as
     reported  on the  Nasdaq  SmallCap  Market  ("Nasdaq");  provided,  if such
     security is not listed or admitted to trading on the 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.



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<PAGE>

               (v) "Exchange Act" means the Securities  Exchange Act of 1934, as
     amended, and the rules and regulations of the Commission thereunder, or any
     similar successor statute.

               (vi)  "Investor"  means  each  of the  Initial  Investor  and any
     transferee  or assignee of  Registrable  Securities  which agrees to become
     bound by all of the terms and  provisions  of this  Agreement in accordance
     with Section 8 hereof.

               (vii) "Person" means any  individual,  partnership,  corporation,
     limited  liability  company,  joint  stock  company,  association,   trust,
     unincorporated  organization,  or  a  government  or  agency  or  political
     subdivision thereof.

               (viii)  "Prospectus"  means the  prospectus  (including,  without
     limitation,  any  preliminary  prospectus  and any final  prospectus  filed
     pursuant to Rule 424(b) under the Securities Act,  including any prospectus
     that discloses  information  previously  omitted from a prospectus filed as
     part of an effective  registration statement in reliance on Rule 430A under
     the Securities Act) included in the Registration  Statement,  as amended or
     supplemented by any prospectus  supplement with respect to the terms of the
     offering  of any  portion  of the  Registrable  Securities  covered  by the
     Registration  Statement and by all other amendments and supplements to such
     prospectus,  including  all  material  incorporated  by  reference  in such
     prospectus and all documents filed after the date of such prospectus by the
     Company under the Exchange Act and incorporated by reference therein.

               (ix)  "Public  Offering"  means  an  offer  registered  with  the
     Commission and the appropriate state securities  commissions by the Company
     of its Common Stock and made pursuant to the Securities Act.

               (x)  "Registrable  Securities"  means the Common  Stock issued or
     issuable (i) in lieu of cash  dividend  payments on the  Preferred  Shares,
     (ii) upon  conversion or  redemption of the Preferred  Shares or (iii) upon
     exercise of the Warrants;  provided, however, a share of Common Stock shall
     cease to be a Registrable  Security for purposes of this  Agreement when it
     no longer is a Restricted Security.

               (xi) "Registration  Statement" means a registration  statement of
     the Company filed on an appropriate form under the Securities Act providing
     for the  registration  of, and the sale on a continuous or delayed basis by
     the  holders  of, all of the  Registrable  Securities  pursuant to Rule 415
     under the Securities Act,  including the Prospectus  contained  therein and
     forming a part thereof,  any amendments to such registration  statement and
     supplements  to such  Prospectus,  and all  exhibits to and other  material
     incorporated by reference in such registration statement and Prospectus.

               (xii)  "Restricted  Security"  means any  share of  Common  Stock
     issued or  issuable  in lieu of cash  dividend  payments  on the  Preferred
     Shares,  upon conversion or redemption of the Preferred  Shares or exercise
     of the Warrants except any such share that (i) has been registered pursuant
     to an effective registration statement under the Securities Act and sold in
     a manner  contemplated  by the  prospectus  included  in such  registration
     statement,  (ii)  has  been  transferred  in  compliance  with  the  resale
     provisions of Rule 144 under the Securities Act (or any successor provision
     thereto) or is transferable pursuant to paragraph (k) of Rule 144 under the
     Securities Act (or any successor provision thereto), or (iii) otherwise has
     been  transferred  and a new share of Common  Stock not subject to transfer
     restrictions under the Securities Act has been delivered by or on behalf of
     the Company.



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<PAGE>

               (xiii)  "Securities  Act" means the  Securities  Act of 1933,  as
     amended, and the rules and regulations of the Commission thereunder, or any
     similar successor statute.

          (b) All  capitalized  terms  used  and not  defined  herein  have  the
respective  meaning assigned to them in the Securities  Purchase  Agreement.

          2. Registration

          (a) Filing and  Effectiveness of Registration  Statement.  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  Registrable
Securities  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 in no event later than June 30, 2000,  registering  a number of
shares  equal to 19.9% of the  total  number of  shares  of  Common  Stock  then
outstanding.  The Company shall  promptly  (and,  in any event,  no more than 24
hours after it receives comments from the Commission), notify the Buyer when and
if it receives any comments from the  Commission on the  Registration  Statement
and promptly  forward a copy of such  comments,  if they are in writing,  to the
Buyer. At such time after the filing of the Registration  Statement  pursuant to
this Section 2(a) as the Commission indicates, either orally or in writing, that
it has no further comments with respect to such  Registration  Statement or that
it  is  willing  to  entertain   appropriate   requests  for   acceleration   of
effectiveness of such Registration Statement, the Company shall promptly, and in
no event later than two business days after receipt of such  indication from the
Commission,  request that the  effectiveness of such  Registration  Statement be
accelerated within 48 hours of the Commission's receipt of such request.  Except
for the  securities  listed on Schedule  2(a), the Company shall not include any
other securities in the Registration Statement relating to the offer and sale of
the  Registrable  Securities.  The Company shall notify the Initial  Investor by
written notice that such Registration  Statement has been declared  effective by
the Commission within 24 hours of such declaration by the Commission.

          (b) Registration  Default. If the Registration  Statement covering the
Registrable  Securities  required to be filed by the Company pursuant to Section
2(a), is not (i) filed with the Commission  within the time period  specified in
Section 2(a) or (ii) declared  effective by the Commission on or before June 30,
2000 (either of which, without duplication, an "Initial Date"), then the Company
shall make the payments to the Initial Investor as provided in the next sentence
as liquidated damages and not as a penalty. The amount to be paid by the Company
to the Initial  Investor  shall be  determined as of each  Computation  Date (as
defined  below),  and such amount shall be equal to 2% (the  "Liquidated  Damage
Rate") of the Purchase Price (as defined in the Securities  Purchase  Agreement)
from the Initial  Date to the first  Computation  Date and for each  Computation
Date  thereafter,  calculated  on a pro rata  basis  to the  date on  which  the
Registration  Statement is filed with (in the event of an Initial Date  pursuant
to clause (i) above) or declared  effective  by (in the event of an Initial Date
pursuant to clause (ii) above) the Commission (the "Periodic  Amount") provided,
however,  that in no event shall the  liquidated  damages be less than  $25,000;
provided,  further,  however, that if the Registration Statement is not declared
effective by the Commission  within 210 days after the Initial Date set forth in
clause  (ii)  above,  then the  Liquidated  Damage  Rate shall  increase  to 4%;
provided, further, however, that the Liquidated Damage Rate shall increase by 1%
for each 30 day period  after the 210th day after the Initial  Date set forth in
clause (ii) above that the Registration  Statement is not declared  effective by
the  Commission.  The full  Periodic  Amount shall be paid by the Company to the
Initial  Investor by wire transfer of immediately  available  funds within three
days after each Computation Date.



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<PAGE>

          As used in this Section 2(b),  "Computation Date" means the date which
is 30 days after the Initial Date and, if the Registration Statement required to
be filed by the  Company  pursuant  to  Section  2(a) has not  theretofore  been
declared  effective  by the  Commission,  each date  which is 30 days  after the
previous  Computation  Date until such  Registration  Statement  is so  declared
effective.

          (c)  Eligibility  for Use of Form S-3. The Company agrees that at such
time as it meets all the requirements for the use of Securities Act Registration
Statement on Form S-3 it shall file all reports and  information  required to be
filed  by it with the  Commission  in a timely  manner  and take all such  other
action so as to maintain such eligibility for the use of such form.

          (d) Additional Registration Statement. In the event the Current Market
Price  declines  to $10 per  share  or less and each  time  thereafter  that the
Current  Market Price  declines by 20% (each such date, a "Decline  Date"),  the
Company  shall,  to the extent  required  by the  Securities  Act  (because  the
additional shares were not covered by the Registration  Statement filed pursuant
to Section  2(a)),  as reasonably  determined by the Initial  Investor,  file an
additional Registration Statement with the Commission for such additional number
of Registrable  Securities as would be issuable upon conversion of the Preferred
Shares and exercise of the Warrants (the "Additional Registrable Securities") in
addition to those previously registered,  assuming (x) with respect to the first
Additional  Registration  Statement,  a Conversion Price of $5 per share and (y)
with respect to each succeeding Additional  Registration Statement, a Conversion
Price  of 20%  less  than the  Conversion  Price  assumed  with  respect  to the
immediately preceding Additional Registration  Statement.  The Company shall, to
the extent  required by the  Securities  Act, as  reasonably  determined  by the
Initial  Investor,  prepare and file with the Commission not later than the 30th
day thereafter,  a Registration Statement relating to the offer and sale of such
Additional  Registrable  Securities  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 not later  than 60 days  thereafter.  The
Company  shall not include any other  securities in the  Registration  Statement
relating to the offer and sale of such Additional Registrable Securities.

          If the  Additional  Registration  Statement  is not (i) filed with the
Commission  within 30 days after the Decline Date or (ii) declared  effective by
the Commission  within 90 days after the Decline Date (either of which,  without
duplication, an "Additional Registration Date"), then the Company shall make the
payments  to the  Initial  Investor  at the  Liquidated  Damage  Rate  from  the
Additional  Registration  Date to the first Additional  Computation Date and for
each Additional  Computation Date thereafter,  calculated on a pro rata basis to
the date on which the  Additional  Registration  Statement is filed with (in the
event of an  Additional  Registration  Date  pursuant  to clause  (i)  above) or
declared effective by (in the event of an Additional  Registration Date pursuant
to  clause  (ii)  above)  the  Commission  (the  "Additional  Periodic  Amount")
provided,  however,  that in no event shall the liquidated  damages be less than
$25,000;  provided,  further,  however,  that  if  the  Additional  Registration
Statement is not declared  effective by the Commission within 120 days after the
Additional Registration Date set forth in clause (ii) above, then the Liquidated
Damage  Rate  shall  increase  to  4%;  provided,  further,  however,  that  the
Liquidated  Damage Rate shall  increase  by 1% for each 30 day period  after the
120th day after the Additional  Registration Date set forth in clause (ii) above
that the  Additional  Registration  Statement is not  declared  effective by the
Commission.  The full Additional Periodic Amount shall be paid by the Company to
the Initial  Investor by wire  transfer of  immediately  available  funds within
three days after each Additional Computation Date.



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<PAGE>

          As used in this Section 2(d), "Additional  Computation Date" means the
date  which is 30 days  after  the  Additional  Registration  Date  and,  if the
Additional  Registration  Statement required to be filed by the Company pursuant
to this  Section  2(d)  has  not  theretofore  been  declared  effective  by the
Commission, each date which is 30 days after the previous Additional Computation
Date until such Additional Registration Statement is so declared effective.

          (e) (i) If the  Company  proposes  to  register  any of its  warrants,
Common  Stock or any  other  shares  of common  stock of the  Company  under the
Securities  Act  (other  than  a  registration  (A)  on  Form  S-8 or S-4 or any
successor or similar forms,  (B) relating to Common Stock or any other shares of
common stock of the Company  issuable upon exercise of employee share options or
in connection with any employee benefit or similar plan of the Company or (C) in
connection  with a direct or  indirect  acquisition  by the  Company  of another
Person or any  transaction  with  respect  to which  Rule 145 (or any  successor
provision)  under the Securities  Act applies),  whether or not for sale for its
own account, it will each such time, give prompt written notice at least 20 days
prior to the anticipated  filing date of the registration  statement relating to
such registration to each Investor, which notice shall set forth such Investor's
rights under this Section 2(e) and shall offer such Investor the  opportunity to
include in such registration  statement such number of Registrable Securities as
such Investor may request.  Upon the written request of any Investor made within
10 days after the  receipt  of notice  from the  Company  (which  request  shall
specify the number of Registrable  Securities intended to be disposed of by such
Investor),  the  Company  will use its best  efforts to effect the  registration
under the Securities Act of all Registrable Securities that the Company has been
so requested to register by each Investor, to the extent requisite to permit the
disposition  of  the  Registrable  Securities  so  to be  registered;  provided,
however, that (A) if such registration involves a Public Offering, each Investor
must sell its Registrable Securities to any underwriters selected by the Company
with the  consent  of such  Investor,  which  consent  will not be  unreasonably
withheld,  on the same terms and  conditions as apply to the Company and (B) if,
at any time  after  giving  written  notice of its  intention  to  register  any
Registrable  Securities  pursuant to this  Section 2 and prior to the  effective
date of the registration  statement filed in connection with such  registration,
the Company  shall  determine  for any reason not to register  such  Registrable
Securities,  the  Company  shall  give  written  notice  to each  Investor  and,
thereupon,  shall be relieved of its  obligation  to  register  any  Registrable
Securities in connection with such registration. The Company's obligations under
this Section 2(e) shall terminate on the date that the registration statement to
be  filed  in  accordance  with  Section  2(a)  is  declared  effective  by  the
Commission.

               (ii) If a  registration  pursuant to this Section 2(e) involves a
     Public  Offering and the managing  underwriter  thereof advises the Company
     that, in its view, the number of shares of Common Stock,  Warrants or other
     shares of Common Stock that the Company and the Investors intend to include
     in such  registration  exceeds the largest number of shares of Common Stock
     or Warrants  (including any other shares of Common Stock or Warrants of the
     Company) that can be sold without  having an adverse  effect on such Public
     Offering (the "Maximum  Offering  Size"),  the Company will include in such
     registration  only such  number of shares  of  Registrable  Securities,  as
     applicable, as does not exceed the Maximum Offering Size, and the number of
     shares in the Maximum  Offering Size shall be allocated  among the Company,
     the  Investors  and any other  sellers of Common  Stock or Warrants in such
     Public  Offering  ("Third-Party  Sellers"),   first,  pro  rata  among  the
     Investors  until  all  the  shares  of  Registrable  Securities  originally
     proposed to be offered for sale by the Investors have been  allocated,  and
     second,  pro rata among the Company and any  Third-Party  Sellers,  in each
     case  on  the  basis  of the  relative  number  of  shares  of  Registrable
     Securities   originally   proposed  to  be  offered  for  sale  under  such


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<PAGE>

     registration  by each of the  Investors,  the Company  and the  Third-Party
     Sellers, as the case may be. If as a result of the proration  provisions of
     this  Section  2(e)(ii),  any  Investor is not entitled to include all such
     Registrable  Securities  in such  registration,  such Investor may elect to
     withdraw  its  request  to  include  any  Registrable  Securities  in  such
     registration.  With respect to registrations pursuant to this Section 2(e),
     the  number  of   securities   required   to  satisfy   any   underwriters'
     over-allotment  option shall be allocated among the Company,  the Investors
     and any Third-Party Seller pro rata on the basis of the relative  number of
     securities  offered  for  sale  under  such  registration  by  each  of the
     Investors, the Company and any such Third-Party Sellers before the exercise
     of such over-allotment option.

          3. Obligations of the Company

          In connection with the registration of the Registrable Securities, the
Company  shall:

          (a) Promptly (i) prepare and file with the Commission  such amendments
(including   post-effective   amendments)  to  the  Registration  Statement  and
supplements  to the  Prospectus  as may be  necessary  to keep the  Registration
Statement  continuously  effective and in compliance  with the provisions of the
Securities  Act applicable  thereto so as to permit the Prospectus  forming part
thereof to be current and useable by  Investors  for resales of the  Registrable
Securities  for a period of five years  from the date on which the  Registration
Statement is first declared  effective by the Commission (the "Effective  Time")
or such shorter period that will terminate when all the  Registrable  Securities
covered  by the  Registration  Statement  have been  sold  pursuant  thereto  in
accordance with the plan of distribution provided in the Prospectus, transferred
pursuant to Rule 144 under the  Securities  Act or  otherwise  transferred  in a
manner that  results in the delivery of new  securities  not subject to transfer
restrictions under the Securities Act (the "Registration  Period") and (ii) take
all  lawful  action  such that each of (A) the  Registration  Statement  and any
amendment  thereto  does  not,  when it  becomes  effective,  contain  an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements  therein,  not misleading and
(B) the Prospectus forming part of the Registration Statement, and any amendment
or  supplement  thereto,  does not at any time  during the  Registration  Period
include an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light  of  the  circumstances  under  which  they  were  made,  not  misleading.
Notwithstanding the foregoing  provisions of this Section 3(a), the Company may,
during the Registration  Period,  suspend the use of the Prospectus for a period
not to exceed 45 days (whether or not consecutive) in any 12-month period if the
Board of Directors of the Company determines in good faith that because of valid
business  reasons,  including  pending  mergers  or other  business  combination
transactions, the planned acquisition or divestiture of assets, pending material
corporate  developments  and similar events,  it is in the best interests of the
Company to suspend such use, and prior to or  contemporaneously  with suspending
such  use the  Company  provides  the  Investors  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,  the Company shall
provide the Investors with written notice of the termination of such suspension;

          (b) During the Registration Period,  comply with the provisions of the
Securities Act with respect to the Registrable Securities of the Company covered
by the  Registration  Statement  until  such  time  as all of  such  Registrable
Securities  have been  disposed of in  accordance  with the intended  methods of
disposition by the Investors as set forth in the Prospectus  forming part of the
Registration  Statement;



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<PAGE>

          (c) (i) Prior to the filing with the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any Prospectus  (including any  supplements  thereto),  provide (A) draft copies
thereof to the Investors and reflect in such  documents all such comments as the
Investors (and their counsel)  reasonably may propose and (B) to the Investors a
copy of the  accountant's  consent  letter to be included in the filing and (ii)
furnish to each  Investor  whose  Registrable  Securities  are  included  in the
Registration  Statement  and its legal counsel  identified  to the Company,  (A)
promptly  after the same is prepared  and publicly  distributed,  filed with the
Commission,  or received by the Company, one copy of the Registration Statement,
each Prospectus,  and each amendment or supplement thereto,  and (B) such number
of copies of the Prospectus and all amendments and supplements  thereto and such
other documents,  as such Investor may reasonably request in order to facilitate
the disposition of the Registrable  Securities  owned by such Investor;

          (d) (i) Register or qualify the Registrable  Securities covered by the
Registration  Statement  under  such  securities  or  "blue  sky"  laws  of such
jurisdictions  as  the  Investors  who  hold  a   majority-in-interest   of  the
Registrable  Securities being offered reasonably request,  (ii) prepare and file
in such jurisdictions such amendments (including post-effective  amendments) and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof at all times during the Registration Period,
(iii) take all such other lawful  actions as may be  necessary to maintain  such
registrations and  qualifications in effect at all times during the Registration
Period,  and (iv) take all such other  lawful  actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not be  required  in  connection
therewith  or as a  condition  thereto  to (A)  qualify  to do  business  in any
jurisdiction  where it would not  otherwise  be required to qualify but for this
Section 3(d), (B) subject itself to general taxation in any such jurisdiction or
(C) file a general consent to service of process in any such  jurisdiction;

          (e) As promptly as  practicable  after  becoming  aware of such event,
notify each Investor of the  occurrence  of any event,  as a result of which the
Prospectus included in the Registration  Statement,  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,  in
light of the  circumstances  under  which they were made,  not  misleading,  and
promptly  prepare an amendment to the  Registration  Statement and supplement to
the  Prospectus  to correct such untrue  statement  or  omission,  and deliver a
number of copies of such  supplement  and  amendment  to each  Investor  as such
Investor may reasonably  request;

          (f) As promptly as  practicable  after  becoming  aware of such event,
notify each  Investor who holds  Registrable  Securities  being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance by
the Commission of any stop order or other suspension of the effectiveness of the
Registration  Statement at the earliest possible time and take all lawful action
to effect  the  withdrawal,  recession  or  removal  of such stop order or other
suspension;

          (g) Cause all the Registrable  Securities  covered by the Registration
Statement  to be listed  on the  principal  national  securities  exchange,  and
included in an inter-dealer quotation system of a registered national securities
association, on or in which securities of the same class or series issued by the
Company  are then  listed  or  included;

          (h)  Maintain a transfer  agent and  registrar,  which may be a single
entity, for the Registrable  Securities not later than the effective date of the
Registration  Statement;



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<PAGE>

          (i) Cooperate with the Investors who hold Registrable Securities being
offered to facilitate the timely  preparation and delivery of  certificates  for
the Registrable  Securities to be offered pursuant to the registration statement
and  enable  such  certificates  for the  Registrable  Securities  to be in such
denominations  or amounts,  as the case may be, as the Investors  reasonably may
request and  registered in such names as the Investor may request;  and,  within
three business days after a registration  statement  which includes  Registrable
Securities  is declared  effective  by the  Commission,  deliver and cause legal
counsel  selected  by the  Company  to  deliver  to the  transfer  agent for the
Registrable   Securities  (with  copies  to  the  Investors  whose   Registrable
Securities  are  included  in  such   registration   statement)  an  appropriate
instruction and, to the extent necessary,  an opinion of such counsel;

          (j)  Take  all such  other  lawful  actions  reasonably  necessary  to
expedite and  facilitate the  disposition by the Investors of their  Registrable
Securities  in accordance  with the intended  methods  therefor  provided in the
Prospectus  which are  customary  under the  circumstances;

          (k)  Make  generally  available  to its  security  holders  as soon as
practicable,  but in any event not later  than  three (3)  months  after (i) the
effective  date (as  defined in Rule  158(c)  under the  Securities  Act) of the
Registration  Statement,  and (ii)  the  effective  date of each  post-effective
amendment  to the  Registration  Statement,  as the  case  may be,  an  earnings
statement of the Company and its  subsidiaries  complying  with Section 11(a) of
the  Securities Act and the rules and  regulations of the Commission  thereunder
(including,  at the option of the  Company,  Rule  158);

          (l) In the event of an  underwritten  offering,  promptly  include  or
incorporate  in a  Prospectus  supplement  or  post-effective  amendment  to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such Prospectus  supplement or post-effective  amendment
as soon as  practicable  after it is  notified  of the matters to be included or
incorporated in such Prospectus supplement or post-effective  amendment;

          (m) (i) Make  reasonably  available for  inspection by Investors,  any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement,  and  any  attorney,  accountant  or  other  agent  retained  by such
Investors or any such  underwriter  all relevant  financial  and other  records,
pertinent   corporate   documents   and   properties  of  the  Company  and  its
subsidiaries,  and (ii) cause the Company's officers, directors and employees to
supply  all  information  reasonably  requested  by such  Investors  or any such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations;
provided,  however,  that  all  records,  information  and  documents  that  are
designated  in  writing  by  the  Company,   in  good  faith,  as  confidential,
proprietary  or  containing  any material  nonpublic  information  shall be kept
confidential by such Investors and any such underwriter, attorney, accountant or
agent (pursuant to an appropriate  confidentiality  agreement in the case of any
such  holder or agent),  unless  such  disclosure  is made  pursuant to judicial
process in a court  proceeding  (after first  giving the Company an  opportunity
promptly  to seek a  protective  order  or  otherwise  limit  the  scope  of the
information  sought to be  disclosed)  or is required  by law, or such  records,
information or documents  become  available to the public generally or through a
third party not in violation of an accompanying  obligation of  confidentiality;
and  provided,  further,  that,  if the  foregoing  inspection  and  information
gathering would otherwise  disrupt the Company's  conduct of its business,  such
inspection and information  gathering shall, to the maximum extent possible,  be
coordinated on behalf of the Investors and the other parties entitled thereto by
one firm of counsel  designed  by and on behalf of the  majority  in interest of
Investors and other parties;



                                       8
<PAGE>

          (n)  In  connection  with  any   underwritten   offering,   make  such
representations   and  warranties  to  the  Investors   participating   in  such
underwritten  offering and to the managers,  in form, substance and scope as are
customarily  made by the  Company  to  underwriters  in  secondary  underwritten
offerings;

          (o) In connection with any underwritten  offering,  obtain opinions of
counsel  to the  Company  (which  counsel  and  opinions  (in  form,  scope  and
substance)  shall be reasonably  satisfactory to the managers)  addressed to the
underwriters,  covering  such  matters as are  customarily  covered in  opinions
requested in secondary  underwritten offerings (it being agreed that the matters
to be covered by such opinions shall include, without limitation, as of the date
of the opinion and as of the  Effective  Time of the  Registration  Statement or
most recent  post-effective  amendment thereto,  as the case may be, the absence
from the  Registration  Statement  and the  Prospectus,  including any documents
incorporated by reference therein,  of an untrue statement of a material fact or
the omission of a material  fact  required to be stated  therein or necessary to
make the  statements  therein  (in the case of the  Prospectus,  in light of the
circumstances  under which they were made) not misleading,  subject to customary
limitations);

          (p)  In  connection  with  any  underwritten  offering,  obtain  "cold
comfort" letters and updates thereof from the independent  public accountants of
the Company (and, if necessary,  from the independent  public accountants of any
subsidiary  of the Company or of any business  acquired by the Company,  in each
case for which  financial  statements and financial data are, or are required to
be,  included in the  Registration  Statement),  addressed  to each  underwriter
participating  in such  underwritten  offering (if such underwriter has provided
such letter,  representations  or documentation,  if any, required for such cold
comfort  letter to be so addressed),  in customary form and covering  matters of
the type  customarily  covered  in "cold  comfort"  letters in  connection  with
secondary  underwritten  offerings;

          (q)  In  connection  with  any  underwritten  offering,  deliver  such
documents and  certificates  as may be reasonably  required by the managers,  if
any; and

          (r) In the event that any broker-dealer  registered under the Exchange
Act shall be an  "Affiliate"  (as  defined in Rule  2729(b)(1)  of the rules and
regulations of the National  Association of Securities Dealers,  Inc. (the "NASD
Rules") (or any successor  provision thereto)) of the Company or has a "conflict
of interest" (as defined in Rule  2720(b)(7) of the NASD Rules (or any successor
provision  thereto)) and such broker-dealer  shall underwrite,  participate as a
member  of  an  underwriting  syndicate  or  selling  group  or  assist  in  the
distribution  of  any  Registrable   Securities   covered  by  the  Registration
Statement,  whether  as a  holder  of  such  Registrable  Securities  or  as  an
underwriter,  a  placement  or sales  agent or a broker  or  dealer  in  respect
thereof, or otherwise,  the Company shall assist such broker-dealer in complying
with the requirements of the NASD Rules, including,  without limitation,  by (A)
engaging a "qualified  independent  underwriter" (as defined in Rule 2720(b)(15)
of the NASD Rules (or any successor  provision  thereto)) to  participate in the
preparation  of  the  Registration   Statement   relating  to  such  Registrable
Securities,  to exercise usual standards of due diligence in respect thereof and
to recommend  the public  offering  price of such  Registrable  Securities,  (B)
indemnifying  such  qualified  independent  underwriter  to  the  extent  of the
indemnification of underwriters  provided in Section 6 hereof, and (C) providing
such  information  to such  broker-dealer  as may be  required in order for such
broker-dealer  to comply with the requirements of the NASD Rules.

          4. Obligations of the Investors

          In connection with the registration of the Registrable Securities, the
Investors  shall have the  following  obligations:



                                       9
<PAGE>

          (a) It  shall  be a  condition  precedent  to the  obligations  of the
Company to complete the registration  pursuant to this Agreement with respect to
the  Registrable  Securities of a particular  Investor that such Investor  shall
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such  Registrable  Securities  and shall execute such documents in connection
with such  registration  as the Company may reasonably  request.  As least seven
days prior to the first anticipated  filing date of the Registration  Statement,
the Company shall notify each Investor of the information  the Company  requires
from each such Investor (the "Requested Information") if such Investor elects to
have any of its Registrable  Securities included in the Registration  Statement.
If at least two business days prior to the  anticipated  filing date the Company
has not received the Requested  Information from an Investor (a  "Non-Responsive
Investor"),  then  the  Company  may  file the  Registration  Statement  without
including  Registrable  Securities of such  Non-Responsive  Investor and have no
further  obligations to the  Non-Responsive  Investor;

          (b) Each  Investor by its  acceptance  of the  Registrable  Securities
agrees to cooperate  with the Company in  connection  with the  preparation  and
filing  of the  Registration  Statement  hereunder,  unless  such  Investor  has
notified  the  Company  in  writing  of  its  election  to  exclude  all  of its
Registrable  Securities from the Registration  Statement;  and

          (c) Each  Investor  agrees  that,  upon receipt of any notice from the
Company of the  occurrence of any event of the kind described in Section 3(e) or
3(f), it shall immediately discontinue its disposition of Registrable Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until  such  Investor's  receipt of the  copies of the  supplemented  or amended
Prospectus contemplated by Section 3(e) and, if so directed by the Company, such
Investor shall deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a  certificate  of  destruction)  all copies in such
Investor's  possession,  of the Prospectus covering such Registrable  Securities
current at the time of receipt of such notice.

          5. Expenses of Registration

          All  expenses,  other than  underwriting  discounts  and  commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Section 3, but including,  without limitation,  all registration,  listing,  and
qualifications fees, printing and engraving fees,  accounting fees, and the fees
and  disbursements  of counsel for the Company,  and the reasonable  fees of one
firm of counsel to the  holders of a majority  in  interest  of the  Registrable
Securities shall be borne by the Company.

          6.  Indemnification  and  Contribution

          (a) The Company  shall  indemnify  and hold harmless each Investor and
each  underwriter,  if any,  which  facilitates  the  disposition of Registrable
Securities,  and each of their respective officers and directors and each person
who controls  such Investor or  underwriter  within the meaning of Section 15 of
the  Securities  Act or Section 20 of the  Exchange  Act (each such person being
sometimes  hereinafter referred to as an "Indemnified  Person") from and against
any losses,  claims,  damages or  liabilities,  joint or several,  to which such
Indemnified  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 an untrue  statement or alleged  untrue
statement  of a material  fact  contained  in any  Registration  Statement or an
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
arise out of or are based upon an untrue  statement or alleged untrue  statement


                                       10
<PAGE>

of a  material  fact  contained  in any  Prospectus  or an  omission  or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made,  not  misleading;  and the Company  hereby agrees to
reimburse such  Indemnified  Person for all reasonable  legal and other expenses
incurred by them in connection with  investigating  or defending any such action
or claim as and when such expenses are  incurred;  provided,  however,  that the
Company shall not be liable to any such  Indemnified  Person in any such case to
the extent that any such loss,  claim,  damage or liability  arises out of or is
based upon (i) an untrue  statement or alleged  untrue  statement made in, or an
omission or alleged omission from, such Registration  Statement or Prospectus in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by such Indemnified Person expressly for use therein or (ii) in the case
of the  occurrence of an event of the type specified in Section 3(e), the use by
the Indemnified Person of an outdated or defective  Prospectus after the Company
has provided to such  Indemnified  Person an updated  Prospectus  correcting the
untrue  statement or alleged  untrue  statement or omission or alleged  omission
giving rise to such loss, claim, damage or liability.

          (b)  Indemnification by the Investors and Underwriters.  Each Investor
agrees,  as a consequence of the inclusion of any of its Registrable  Securities
in a Registration Statement, and each underwriter, if any, which facilitates the
disposition  of  Registrable   Securities  shall  agree,  as  a  consequence  of
facilitating  such  disposition  of  Registrable  Securities,  severally and not
jointly,  to  (i)  indemnify  and  hold  harmless  the  Company,  its  directors
(including any person who, with his or her consent, is named in the Registration
Statement  as a director  nominee of the  Company),  its  officers  who sign any
Registration  Statement and each person, if any, who controls the Company within
the  meaning  of either  Section 15 of the  Securities  Act or Section 20 of the
Exchange Act,  against any losses,  claims,  damages or liabilities to which the
Company or such other persons 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 an untrue  statement or alleged
untrue statement of a material fact contained in such Registration  Statement or
Prospectus or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein  (in light of the  circumstances  under which they were
made,  in the  case of the  Prospectus),  not  misleading,  in each  case to the
extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity with written  information  furnished to the Company by such holder or
underwriter  expressly for use therein;  provided,  however, that no Investor or
underwriter  shall be liable under this Section 6(b) for any amount in excess of
the net proceeds paid to such Investor or  underwriter in respect of shares sold
by it, and (ii) reimburse the Company for any legal or other  expenses  incurred
by the Company in connection with  investigating or defending any such action or
claim as such expenses are incurred.

          (c) Notice of Claims,  etc.  Promptly after receipt by a party seeking
indemnification  pursuant to this Section 6 (an "Indemnified  Party") of written
notice of any  investigation,  claim,  proceeding  or other action in respect of
which  indemnification is being sought (each, a "Claim"),  the Indemnified Party
promptly  shall notify the party against whom  indemnification  pursuant to this
Section  6 is  being  sought  (the  "Indemnifying  Party")  of the  commencement
thereof;  but the omission to so notify the Indemnifying Party shall not relieve
it from any  liability  that it  otherwise  may have to the  Indemnified  Party,
except to the extent that the  Indemnifying  Party is materially  prejudiced and
forfeits  substantive  rights  and  defenses  by  reason  of  such  failure.  In
connection  with any  Claim as to which  both  the  Indemnifying  Party  and the
Indemnified  Party are  parties,  the  Indemnifying  Party  shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any


                                       11
<PAGE>

Claim by the Indemnifying  Party, the Indemnified  Party shall have the right to
employ  separate  legal counsel and to participate in the defense of such Claim,
and the Indemnifying Party shall bear the reasonable fees,  out-of-pocket  costs
and expenses of such  separate  legal counsel to the  Indemnified  Party if (and
only if): (x) the  Indemnifying  Party shall have agreed to pay such fees, costs
and  expenses,  (y) the  Indemnified  Party  and the  Indemnifying  Party  shall
reasonably have concluded that  representation  of the Indemnified  Party by the
Indemnifying  Party by the same legal  counsel would not be  appropriate  due to
actual or, as reasonably  determined by legal counsel to the Indemnified  Party,
potentially  differing  interests  between  such  parties in the  conduct of the
defense  of such  Claim,  or if there  may be legal  defenses  available  to the
Indemnified  Party that are in addition to or disparate from those  available to
the  Indemnifying  Party,  or (z) the  Indemnifying  Party  shall have failed to
employ legal counsel  reasonably  satisfactory to the Indemnified Party within a
reasonable period of time after notice of the commencement of such Claim. If the
Indemnified Party employs separate legal counsel in circumstances  other than as
described in clauses (x), (y) or (z) above, the fees, costs and expenses of such
legal counsel shall be borne  exclusively by the  Indemnified  Party.  Except as
provided above, the  Indemnifying  Party shall not, in connection with any Claim
in the same  jurisdiction,  be liable for the fees and expenses of more than one
firm of counsel for the  Indemnified  Party  (together  with  appropriate  local
counsel).  The Indemnified Party shall not, without the prior written consent of
the  Indemnifying  Party (which  consent  shall not  unreasonably  be withheld),
settle or compromise any Claim or consent to the entry of any judgment that does
not  include  an  unconditional  release  of the  Indemnifying  Party  from  all
liabilities with respect to such Claim or judgment.

          (d) Contribution.  If the indemnification provided for in this Section
6 is unavailable to or insufficient to hold harmless an Indemnified Person under
subsection  (a) or (b)  above in  respect  of any  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  referred  to  therein,  then each
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect  thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses,  claims, damages
or liabilities  (or actions in respect  thereof),  as well as any other relevant
equitable  considerations.  The relative  fault of such  Indemnifying  Party and
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged  omission to state a material  fact relates to  information  supplied by
such Indemnifying  Party or by such Indemnified Party, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement or omission.  The parties hereto agree that it would not be just
and equitable if  contribution  pursuant to this Section 6(d) were determined by
pro rata allocation (even if the Investors or any  underwriters  were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable  considerations  referred to in this Section 6(d).
The amount  paid or payable by an  Indemnified  Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be  deemed  to  include  any legal or other  fees or  expenses  reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such  action or  claim.  No person  guilty of  fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation. The obligations of the Investors and any underwriters in this
Section 6(d) to contribute  shall be several in proportion to the  percentage of
Registrable  Securities registered or underwritten,  as the case may be, by them
and not joint.



                                       12
<PAGE>

          (e) Notwithstanding any other provision of this Section 6, in no event
shall any (i)  Investor be required to  undertake  liability to any person under
this Section 6 for any amounts in excess of the dollar amount of the proceeds to
be  received  by such  Investor  from  the sale of such  Investor's  Registrable
Securities  (after  deducting  any fees,  discounts and  commissions  applicable
thereto)  pursuant to any  Registration  Statement under which such  Registrable
Securities are to be registered under the Securities Act and (ii) underwriter be
required  to  undertake  liability  to any Person  hereunder  for any amounts in
excess of the aggregate  discount,  commission or other compensation  payable to
such underwriter with respect to the Registrable  Securities  underwritten by it
and distributed pursuant to the Registration Statement.

          (f) The  obligations  of the Company  under this Section 6 shall be in
addition  to  any  liability  which  the  Company  may  otherwise  have  to  any
Indemnified  Person and the  obligations  of any  Indemnified  Person under this
Section 6 shall be in addition to any liability  which such  Indemnified  Person
may otherwise have to the Company.  The remedies  provided in this Section 6 are
not exclusive and shall not limit any rights or remedies  which may otherwise be
available to an indemnified party at law or in equity.

          7. Rule 144

          With a view to making  available to the Investors the benefits of Rule
144 under the  Securities  Act or any other  similar rule or  regulation  of the
Commission  that may at any time permit the Investors to sell  securities of the
Company to the public without  registration  ("Rule 144"), the Company agrees to
use its best efforts to:

          (a) comply with the provisions of paragraph (c) (1) of Rule 144; and

          (b) file with the  Commission in a timely manner all reports and other
documents  required to be filed by the  Company  pursuant to Section 13 or 15(d)
under the  Exchange  Act;  and,  if at any time it is not  required to file such
reports but in the past had been required to or did file such reports,  it will,
upon the request of any Investor,  make available other  information as required
by, and so long as  necessary  to permit  sales of, its  Registrable  Securities
pursuant to Rule 144.

          8. Assignment

          The  rights  to  have  the  Company  register  Registrable  Securities
pursuant to this Agreement shall be  automatically  assigned by the Investors to
any permitted  transferee of all or any portion of such  Registrable  Securities
(or all or any portion of any  Preferred  Shares or Warrant of the Company which
is convertible into such securities) only if: (a) the Investor agrees in writing
with the  transferee  or  assignee  to assign  such  rights,  and a copy of such
agreement  is  furnished  to the  Company  within a  reasonable  time after such
assignment,  (b) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with written  notice of (i) the name and address of such
transferee  or  assignee  and (ii) the  securities  with  respect  to which such
registration rights are being transferred or assigned, (c) immediately following
such transfer or  assignment,  the  securities so transferred or assigned to the
transferee or assignee constitute  Restricted  Securities,  and (d) at or before
the time the Company  received the written notice  contemplated by clause (b) of
this sentence the  transferee or assignee  agrees in writing with the Company to
be bound by all of the provisions contained herein.

          9. Amendment and Waiver

          Any  provision  of this  Agreement  may be amended and the  observance
thereof may be waived (either  generally or in a particular  instance and either


                                       13
<PAGE>

retroactively  or  prospectively),  only with the written consent of the Company
and Investors who hold a majority-in-interest of the Registrable Securities. Any
amendment or waiver  effected in accordance with this Section 9 shall be binding
upon each Investor and the Company.

          10. Changes in Common Stock

          If, and as often as,  there are any changes in the Common Stock by way
of stock split, stock dividend,  reverse split, combination or reclassification,
or through merger, consolidation,  reorganization or recapitalization, or by any
other means,  appropriate  adjustment shall be made in the provisions hereof, as
may be required, so that the rights and privileges granted hereby shall continue
with respect to the Common Stock as so changed.

          11. Miscellaneous

          (a) A person or entity  shall be deemed to be a holder of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

          (b) If,  after the date hereof and prior to the  Commission  declaring
the Registration  Statement to be filed pursuant to Section 2(a) effective under
the  Securities  Act, the Company grants to any Person any  registration  rights
with respect to any Company  securities  which are more  favorable to such other
Person than those provided in this Agreement,  then the Company  forthwith shall
grant  (by means of an  amendment  to this  Agreement  or  otherwise)  identical
registration rights to all Investors hereunder.

          (c) 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:

          (i)   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)



                                       14
<PAGE>

          (ii)  if to the Initial Investor, 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)

          (iii) if to any other Investor, at such address as such Investor shall
have provided in writing to the Company.

The  Company,  the Initial  Investor or any  Investor  may change the  foregoing
address by notice given pursuant to this Section 11(c).

          (d)  Failure of any party to exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

          (e) This Agreement  shall be governed by and interpreted in accordance
with the laws of the  State of New York.  Each of the  parties  consents  to the
jurisdiction  of the federal  courts whose  districts  encompass any part of the
City of New York or the state  courts of the  State of New York  sitting  in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives,  to the maximum extent permitted by law, any objection  including
any  objection  based on  forum  non  conveniens,  to the  bringing  of any such
proceeding in such jurisdictions.

          (f) The remedies  provided in this  Agreement are  cumulative  and not
exclusive of any remedies provided by law. If any term,  provision,  covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an  alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

          (g) The Company shall not enter into any agreement with respect to its
securities  that is  inconsistent  with the  rights  granted  to the  holders of
Registrable  Securities  in this  Agreement  or  otherwise  conflicts  with  the
provisions  hereof.  The  Company  is not  currently  a party  to any  agreement
granting any  registration  rights with respect to any of its  securities to any
person which  conflicts  with the Company's  obligations  hereunder or gives any
other party the right to include  any  securities,  other than those  securities
listed on Schedule 2(a), in any  Registration  Statement filed pursuant  hereto,
except for such rights and conflicts as have been  irrevocably  waived.  Without
limiting the  generality of the  foregoing,  without the written  consent of the


                                       15
<PAGE>

holders of a majority  in interest of the  Registrable  Securities,  the Company
shall not grant to any person the right to  request  it to  register  any of its
securities  under the Securities Act unless the rights so granted are subject in
all respect to the prior  rights of the holders of  Registrable  Securities  set
forth  herein,  and are not  otherwise  in  conflict  or  inconsistent  with the
provisions of this Agreement.  The restrictions on the Company's rights to grant
registration  rights  under  this  paragraph  shall  terminate  on the  date the
Registration  Statement  to be  filed  pursuant  to  Section  2(a)  is  declared
effective by the Commission.

          (h) This  Agreement,  the Securities  Purchase  Agreement,  the Escrow
Instructions,  dated as of a date even  herewith  (the  "Escrow  Instructions"),
between the Company, the Initial Investor and Cadwalader, Wickersham & Taft, the
Preferred  Shares and the Warrants  constitute  the entire  agreement  among the
parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or referred to herein. This Agreement,  the Securities  Purchase Agreement,  the
Escrow  Instructions,  the Certificate of Designation and the Warrants supersede
all prior agreements and  undertakings  among the parties hereto with respect to
the subject matter hereof.

          (i) Subject to the  requirements  of Section 8 hereof,  this Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

          (j) All pronouns and any  variations  thereof refer to the  masculine,
feminine or neuter, singular or plural, as the context may require.

          (k) The headings in this  Agreement are for  convenience  of reference
only and  shall not limit or  otherwise  affect  the  meaning  thereof.

          (l) The  Company  acknowledges  that any  failure  by the  Company  to
perform its obligations  under Section 3, or any delay in such performance could
result in direct  damages to the  Investors  and the  Company  agrees  that,  in
addition  to any  other  liability  the  Company  may have by reason of any such
failure or delay,  the Company shall be liable for all direct  damages caused by
such failure or delay.

          (m) This Agreement may be executed in two or more  counterparts,  each
of which shall be deemed an original but all of which shall  constitute  one and
the same agreement.  A facsimile  transmission of this signed Agreement shall be
legal and binding on all parties hereto.

                            [SIGNATURE PAGE FOLLOWS.]
















                                       16
<PAGE>



          In Witness Whereof,  the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

                              Educational Video Conferencing, Inc.



                              By: /s/ Dr. Arol I. Buntzman
                                  ----------------------------------------------
                                  Name:  Dr. Arol I. Buntzman
                                  Title: Chairman & CEO


                              The Shaar Fund Ltd.




                                  By: /s/ Declan Quilligan /s/ Henriette DeVries
                                      ------------------------------------------
                                      Name:  Inter Caribbean Services Ltd.
                                      Title: Director



                                  By: /s/ Uri Wolfson
                                      ------------------------------------------
                                      Uri Wolfson






































                                       17
<PAGE>




                                                                   SCHEDULE 2(a)

                               REGISTRATION RIGHTS

     The following persons and entities have registration rights with respect to
the number of shares of Common Stock appearing opposite their names below:

Shareholders                            Number of Shares
------------                            ----------------

American International Investors         20,000(1)
Ellen and Alan Rutsky                     2,500(1)
Cynthee and Steve Karlin                  2,500(1)
Robin and Steven Levy                     2,500(1)
George Sinel                              6,250(1)
Tayside Trading, Ltd.                   250,000(1)
B&H Investments Ltd.                    221,864(1)
Andrew Lee                                1,250(1)
Estate of Jack Geddy Goldberg             6,250(1)
John Daly                                 2,500(1)
CJG Holding Corp.                         2,500(1)
Gerald W. Lanclos                         7,250(1)
Richard and Maureen Wiencek               6,250(1)
James Molitor                             7,250(1)
Joseph Lietner                           63,637(1)
Russell Lascala                           5,000(1)
Arthur H. Goldberg                       10,000(1)
DEWI Investments                        533,334(1)
American Intl Investors                  10,000(2)
Mr. Eugene L. Crance                      1,000(2)
Mr. Leonard M. Goldberg                     500(2)
Ellen and Alan Rutsky                     1,000(2)
Cynthee and Steve Karlin                  1,000(2)
Robin and Steven Levy                     1,000(2)
George Sinel                              2,500(2)
Tayside Trading, LTD                    100,000(2)
Tayside Trading, LTD                     50,000(2)
Andrew Lee                                  500(2)
Estate of Jack Geddy Goldberg             2,500(2)
John Daly                                 1,000(2)
CJG Holding Corp.                         1,000(2)



<PAGE>
Shareholders                            Number of Shares
------------                            ----------------

Gerald W. Lanclos                         3,000(2)
Richard and Maureen Wiencek               7,500(2)
James Mollitor                            2,500(2)
Joseph Leitner                           25,455(2)
First Geneve Holdings S.A.               18,296(2)
B&H Investments LTD.                     24,727(2)
First Geneve Holdings S.A.               10,978(2)
Russell Lascala                           2,000(2)
American International Investors          8,000(2)
Arthur H. Goldberg                        4,000(2)
Adelphi University warrants              37,500(2)
B&H Investments                          21,818(2)
First Geneve Holdings S.A.                4,773(2)
First Geneve Holdings S.A.               25,000(2)
Arthur H. Goldberg                       25,000(2)
Arthur H. Goldberg                       75,000(2)
Peter J. Solomon Limited                 50,000(2)
Prime Charter Ltd.                      120,000(2)
Bruce R. Kalisch                         25,000(2)
J.P. Turner & Company, L.L.C.                (3)
Alfus Financial Services, LLC                (4)

___________________

(1) Shares of common stock owned (1,150,085).
(2) Shares of stock purchasable upon exercise of warrants.
(3) The  Company  is  obligated  to  issue  warrants,  upon  the closing of this
    Agreement to J.P. Turner & Company, L.L.C.  to  purchase  two-thirds of the
                                                                 .
    number  of  shares of Common Stock that is  equal  to 80,000 - 115% of  the
                                                                 .
    average of the closing prices of the Common Stock for the five days prior to
    the closing of this Agreement.
(4) The  Company  is  obligated  to  issu  warrants,  upon  the  closing of this
    Agreement,  to  Alfus Financial Services, LLC  to  purchase one-third of the

    number of shares of  Common Stock  that  is  equal to 80,000  - 115% of  the
                                                                  .
    average of the closing prices of the Common Stock  for  the  five days prior
    to the closing of this Agreement

                                       2