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:_____

                                Warrant No. _____

                          COMMON STOCK PURCHASE WARRANT

                           To Purchase Common Stock of

                      Educational Video Conferencing, Inc.

     THIS IS TO CERTIFY  THAT  ________________________________,  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"), ______________
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 $20.67,  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.

     "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.

     "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 of

<PAGE>

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
price of a share of Common Stock 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.

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

     "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.

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

     "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.

                                      -2-
<PAGE>


     "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).

     "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.

     "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, all other warrants originally issued as
of the same date, and in substantially  the same form, as 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.

     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  13, (i) a written  notice of  Holder's  election  to  exercise  this
Warrant,  which notice shall  specify the number of shares of

                                      -3-

<PAGE>

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) of this paragraph, 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 payment in full of the Warrant Price 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.
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.

        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,  and without any

                                      -4-

<PAGE>

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 current  Market  Price per share of Common Stock as of
the applicable exercise date.

     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.

     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.

                                      -5-

<PAGE>


     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 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) 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.

     4.3 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
(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

                                      -7-

<PAGE>


purposes of this  Section  4.3,  "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
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 4.3 shall  similarly  apply to successive
Fundamental Corporate Change.

     4.4 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

     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,
specifying  the  number  of shares of Common  Stock for which  this  Warrant  is
exercisable and (if such adjustment was made pursuant to Section 4.3) 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 15.2. The Company shall keep at its office or agency
designated  pursuant to Section 13 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.

     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.

     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

                                      -8-

<PAGE>


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.

     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.

  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.

     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

                                      -9-

<PAGE>


    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:

    "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.

     10. REGISTRATION OF WARRANT STOCK

     10.1 Piggyback Registration

     If any time prior to February 3, 2003 the Company  proposes to register any
voting equity securities under the Securities Act in a secondary registration on
behalf  of  holders  of such  securities,  who or which do not have the right to
preclude Warrant Stock from such  registration,  and the registration form to be
used may be used for  registration of the Warrant Stock,  the Company shall give
prompt  written notice (which shall be at least 30 days prior to the date of the
initial  filing  of the  applicable  registration  statement)  to the  Holder of
Warrants and/or Warrant Stock of its intention to effect  registration and shall
offer to include in such registration such number of Warrant Shares with respect
to which  the Company has received written requests for inclusion therein within

                                      -10-

<PAGE>


10 Business Days after receipt of such notice from the Company,  upon  generally
the  same  terms  and  conditions  as  the  person  or  persons  for  whom  such
registration is being effected has agreed to. The Company shall not be obligated
to cause to be  effective  any  registration  statement as to which it has given
notice to the Holder of Warrants  and/or Warrant Stock and shall have discretion
to withdraw any such registration without liability to Holder of Warrants and/or
Warrant Stock. The Company's  obligation to register Warrant Stock is limited to
one registration statement covering all of the Warrant Stock underlying Warrants
that becomes effective and remains effective as provided in Section 10.2(e).

     Notwithstanding  the  foregoing,  if the offering is  underwritten  and the
managing  underwriter of the offering  shall  determine in good faith and advise
the Company in writing that the  inclusion  of the Warrant  Stock with the other
securities  being offered in such  registration  would  materially and adversely
affect the  marketability  of the  offering,  then the Company and the  managing
underwriter  may reduce the number of Warrant  Stock to be  registered  on a pro
rata basis  proportionate  to the  reduction of all other  holders of securities
participating  in  such  registration  pursuant  to the  exercise  of  piggyback
registration  rights. In such event, the Company may reduce the number of shares
of Warrant  Stock to be registered  to zero as long as no other  securities  are
registered in such registration  statement  pursuant to an exercise of piggyback
registration rights. Subject to the foregoing, the Company shall be obligated to
include all excluded Warrant Stock in a subsequent secondary registration.

     10.2 Registration Procedures

     If and whenever the Company is required by the  provisions  of this Section
10 to effect the registration of any Warrant Stock under the Securities Act, the
Company will:

     (a)  furnish to each  seller of Warrant  Stock such number of copies of the
registration  statement and the  prospectus  included  therein  (including  each
preliminary  prospectus)  as such  persons  reasonably  may  request in order to
facilitate the public sale or other  disposition of the Warrant Stock covered by
such registration statement;

     (b) use its  reasonable  best  efforts to  register  or qualify the Warrant
Shares covered by such registration  statement under such securities or blue sky
laws of such  jurisdictions  as each seller  shall  request,  and do any and all
other acts and things which may be necessary  under such  securities or blue sky
laws to enable such seller to consummate the public sale or other disposition in
such jurisdictions of the securities to be sold by such seller,  except that the
Company  shall not for any such purpose be required to qualify to do business as
a foreign corporation in any jurisdiction wherein it is not qualified or to file
any general  consent to service of process;

     (c) use its  reasonable  best efforts to list the Warrant  Stock covered by
such registration  statement with any securities exchange or automated quotation
system on which the Common Stock of the Company is then listed;

     (d)  immediately  notify each seller of Warrant  Stock,  at any time when a
prospectus  relating  thereto is required to be delivered  under the  Securities
Act,  of the  happening  of any events of which the Company  has  knowledge,  as
result of which the prospectus contained in such registration statement, as then

                                      -11-

<PAGE>


in effect,  included an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading in light of the  circumstances  then  existing;  and

     (e)  subject  to  Section   10.2(d),   keep  the   registration   statement
continuously effective so as to permit the Prospectus forming part thereof to be
current and  useable by sellers  for the sales of Warrant  Stock for a period of
twenty-four  (24) months from the date on which the  registration  statement  is
declared  effective  or such  shorter  period  that  terminates  when all of the
Warrant Stock has been sold under such registration  statement is otherwise free
of Transfer restrictions.

     10.3 Seller Covenants.

     In  connection  with each  registration  pursuant  to this  Section  9, the
sellers of Warrant Stock will furnish to the Company in writing such information
with respect to themselves and the proposed  distribution  by them as reasonably
shall be necessary and shall be requested by the Company in order to comply with
Federal and applicable state securities laws.

     In connection with each  registration  pursuant to this Section 10 covering
an underwritten  public  offering,  each seller of Warrant Stock agrees to enter
into a  written  agreement  with  the  managing  underwriter  in such  form  and
containing such provisions as are customary in the securities  business for such
an arrangement  between such underwriter and companies of the Company's size and
investment stature.

     Each seller of Warrant  Stock  severally  agrees that,  upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section 10.2(d), such seller will immediately discontinue disposition of Warrant
Stock pursuant to the registration  statement until such seller's receipt of the
copies of the  supplemented  or amended  prospectus,  and, if so directed by the
Company,  such  seller  will  deliver  to the  Company  all  copies,  other than
permanent  file  copies  then in such  seller's  possession,  of the most recent
prospectus  covering such Warrant  Shares at the time of receipt of such notice.
If the  Company  shall give such  notice,  the Company  shall  extend the period
during which the  registration  statement  shall be maintained  effective by the
number of days  during the period from and  including  the date of the giving of
notice  pursuant  to  Section  10.2(d) to the date when the  Company  shall make
available  to such seller a prospectus  supplemented  or amended to conform with
the requirements of the Securities Act.

     Each seller of Warrant Stock agrees that,  if  requested,  such seller will
enter into an agreement  containing  customary  indemnification and contribution
provisions as a condition to registration of such seller's Warrant Stock.

     10.4 Expenses.

     All expenses  incurred by the Company in complying  with this  Sections 10,
including,  without  limitation,  all  registration  and filing  fees,  printing
expenses,  fees and disbursements of counsel and independent  public accountants
for  the  Company,  fees  and  expenses  (including  counsel fees) incurred  in

                                      -12-

<PAGE>


connection with complying with state  securities or "blue sky" laws, fees of the
National  Association  of Securities  Dealers,  Inc.,  transfer  taxes,  fees of
transfer  agents and registrars,  costs of insurance,  but excluding any Selling
Expenses, are herein referred to as "Registration Expenses." "Selling Expenses,"
as used  herein,  means  all  underwriting  discounts  and  selling  commissions
applicable to the sale of Warrant Shares and expenses of counsel for the sellers
of Warrant Stock.

     The Company will pay or cause to be paid all  Registration  Expenses of the
participating  sellers of Warrant  Stock in  connection  with each  registration
statement  under this Section 10. All Selling  Expenses in connection  with each
registration statement under this Section 10 shall be borne by the participating
sellers of Warrant Stock in  proportion to the number of Warrant  Shares sold by
each, or by such participating sellers of Warrant Stock as they may agree.

     10.5 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.

     11. 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.

     12. 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.

     13. 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-

<PAGE>


     14. 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.

     15. MISCELLANEOUS

     15.1 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.

     15.2 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:













                                      -14-

<PAGE>




                  (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:

                           _______________________________
                           _______________________________
                           _______________________________
                           Attention:_____________________
                           ________________
                           ________________ (Fax)


                           with a copy to:

                           _______________________________
                           _______________________________
                           _______________________________
                           Attention:_____________________
                           ________________
                           ________________ (Fax)


     The Company or the Holder may change the foregoing  address by notice given
pursuant to this Section 15.2.

     15.3 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

                                      -15-

<PAGE>


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.

     15.4 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.

     15.5 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.

     15.6 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.

     15.7 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.

     15.8 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.

     15.9 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.]


                                      -16-

<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: ------------------------------------
                                        Name:
                                        Title:

Attest:



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




<PAGE>






                                                                       EXHIBIT A


                               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)


                                           Notice:  The signature on this
                                           subscription must correspond with the
                                           name as written upon the face of the
                                           within Warrant in every particular.


                                      A-1
<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.










                                      B-1