EXHIBIT 10.4


             INFRASTRUCTURE & ENVIRONMENTAL PRIVATE EQUITY FUND III,
           ENVIRONMENTAL & INFORMATION TECHNOLOGY PRIVATE EQUITY FUND
                      III, AND THE PRODUCTIVITY FUND, L.P.

                                     - and -

                             INTERBORO HOLDING, INC.

                                     - and -

                      EDUCATIONAL VIDEO CONFERENCING, INC.



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                            STOCK PURCHASE AGREEMENT


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<PAGE>


                            STOCK PURCHASE AGREEMENT


       THIS AGREEMENT made as of the 2nd day of July 2, 2001 effective July 1,
2001.

               Infrastructure & Environmental Private Equity Fund III,
               Environmental & Information Technology Private Equity Fund III,
               and The Productivity Fund, L.P. (hereinafter collectively "FAC")

               - and -

               Interboro Holding, Inc., a corporation formed under the laws of
               Delaware or Its Assignee (the "Purchaser" or "IHI")

               - and -

               Educational Video Conferencing, Inc. , a corporation formed under
               the laws of Delaware ( "EVCI").





<PAGE>


RECITALS:

1.        FAC is the registered and beneficial owner of certain equity and debt
          interests in ICTS, Inc. ("ICTS"). These interests, which are listed on
          Schedule 1 attached, are hereinafter called the "ICTS Shares", which
          include, without limitation, all convertible preferred stock, options,
          warrants and debt and all other interests in ICTS held by FAC;

2.        FAC wishes to transfer and assign to the Purchaser and the Purchaser
          wishes to acquire from FAC all of FAC's right, title and interest in
          the ICTS Shares;

3.        In order to expedite a Bridge Loan between EVCI and ICTS, the parties
          have executed a binding Definitive Term Sheet representing the
          business terms which shall be incorporated into a formal Agreement.
          This Agreement incorporates those business terms and supersedes and
          replaces that Term Sheet.

       NOW THEREFORE in consideration of the mutual covenants in this Agreement
and for other consideration (the receipt and sufficiency of which are
acknowledged), the parties agree as follows:



                                   ARTICLE 1
                                 INTERPRETATION

1.1       Definitions

          In this Agreement, except as otherwise expressly provided, the
following words and expressions have the following meanings:

          "Agreement", "this Agreement", "the Agreement", "hereof", "herein",
          "hereto", "hereby", "hereunder" and similar expressions mean this
          share purchase agreement and debt assignment and transfer agreement,
          including all of its schedules and all instruments supplementing,
          amending or confirming this Agreement. All references to "Articles" or
          "Sections" refer to the specified Article or Section of this
          Agreement;

          "Closing", means the completion of the transactions described in this
          Agreement which are to occur contemporaneously with the purchase and
          sale of all ICTS shares not owned or controlled by FAC. All such
          transactions shall be deemed effective July 1, 2001.

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<PAGE>

          "Closing Date" means as of July 1, 2001.

          "Free Cash Flow" means net income after taxes and adding back
          depreciation and all other non-cash expenses or charges of ICTS before
          any corporate management charge due EVCI or its subsidiaries,
          commencing on the Closing Date, as determined in accordance with U. S.
          GAAP.

          "Seller" means any one of the three partnerships that collectively are
          defined in this Agreement as FAC. Where the context requires,
          references herein to FAC mean each Seller.

          "Warrants" means warrants for the purchase of common stock of EVCI
          substantially in the form of Exhibit A attached hereto.


1.2       Time of the Essence

          Time shall be of the essence of each provision of this Agreement. Any
extension, waiver or variation of any provision of this Agreement shall not be
deemed to affect this provision and there shall be no implied waiver of this
provision.

1.3       Headings

          The descriptive headings preceding Articles and Sections of this
Agreement are inserted solely for convenience of reference and are not intended
as complete or accurate descriptions of the content of such Articles or
Sections. The division of this Agreement into Articles and Sections shall not
affect the interpretation of this Agreement.

1.4       Plurals and Gender

          The use of words in the singular or plural, or referring to a
particular gender, shall not limit the scope or exclude the application of any
provision of this Agreement to such persons or circumstances as the context
otherwise permits.

1.5       Construction


          The words "including", "include", and "includes" shall mean "including
without limitation", "include, without limitation" and "includes, without
limitation", respectively.


                                       3

<PAGE>

                                   ARTICLE 2
                     ASSIGNMENT AND TRANSFER OF ICTS Shares

2.1       Agreement to Assign and Transfer ICTS Shares

     (a)  Subject to the terms and conditions of this Agreement, FAC shall, on
          Closing, transfer and assign to the Purchaser or its designee all
          right, title and interest in the ICTS Shares free and clear from all
          security interests, liens, charges, encumbrances, adverse claims and
          rights of others, for an aggregate purchase price as set out in
          Section 2.2 (the "Purchase Price").

     (b)  With regard to any and all claims, actions and causes of action FAC
          now has, or could in the future have, against any of ICTS, or other
          entity or person affiliated with ICTS or any of their respective
          successors, assigns, servants, agents, employees, officers, directors
          and legal and accounting professional advisors (collectively, and
          including the respective bankrupt estate of any of them, the "ICTS
          Group") arising out of Paragraph 9.17 of the Share Purchase Agreement
          dated December 30, 1997, between FAC and ICTS and the Bylaws of ICTS
          (copies of which are attached hereto), in respect of FAC's dealings
          with the ICTS Group on or prior to the date hereof, FAC covenants not
          to sue any of the ICTS Group, provided that neither FAC nor any entity
          or person affiliated with FAC is sued after the closing in respect to
          any matter concerning ICTS which occurred prior to the date of this
          Agreement. FAC is not aware of any such claims.

     (c)  Effective at Closing, FAC hereby releases the ICTS Group from all
          other claims, actions and causes of action FAC now has, or could in
          the future have, against any of ICTS Group in respect of FAC's
          dealings with the ICTS Group.

2.2       Purchase Price

          The Purchaser hereby agrees that the purchase price for the ICTS
shares "Purchase Price" shall be paid and satisfied by the Purchaser as follows:

     (a)  Delivery at Closing of Warrants to purchase 250,000 shares of EVCI
          Common Stock at the initial exercise price of the greater of $1.00 per
          share.

     (b)  Delivery at Closing of Warrants to purchase 100,000 shares of EVCI
          Common Stock at the strike price of $3.00 per share.

                                       4
<PAGE>

     (c)  Payment of an amount equal to 20% ICTS's Free Cash Flow up to a
          maximum aggregate payment of $500,000. Within 45 days after the end of
          each calendar quarter, commencing the calendar quarter ending March
          31, 2002, ICTS shall pay to FAC ten percent of the estimated Free Cash
          Flow for that quarter. Within 90 days after the end of each such
          fiscal year, an appropriate adjustment shall be made to reconcile the
          actual payments to 20% ICTS's Free Cash Flow for the fiscal year. Any
          shortfall shall be paid to FAC and any excess shall be carried over
          and applied to satisfy the application of Free Cash Flow required for
          the immediately succeeding fiscal year.

     (d)  In the event that EVCI is delisted from the NASDAQ National Market for
          a period of twelve months prior to (i) FAC exercising the Warrants or
          (ii) EVCI completing payment in full of the above mentioned $500,000
          amount to FAC, then the maximum aggregate payment shall increase to
          $600,000.

     (e)  The Purchase Price shall be allocated among each seller in the
          percentages set forth in Schedule 1.

2.3       Transfer and Assignment

          Contemporaneously with the delivery of the Warrants, at Closing, FAC
shall deliver to the Purchaser the ICTS Shares duly endorsed in blank for
transfer, or accompanied by irrevocable security transfer powers of attorney
duly executed in blank and such other documents with respect to such transfer as
are reasonably requested by the Purchaser, including a certified copy of a
resolution of the appropriate authority of the ownership entities approving such
transfer.

2.4       ICTS Board of Directors

          FAC shall be entitled to nominate one member of the ICTS Board of
          Directors, and IHI will use its best efforts to have that nominee
          elected a director.

                                   ARTICLE 3
                         Representations and Warranties

3.1       Representations and Warranties of FAC

          FAC hereby represents and warrants to the Purchaser (and acknowledges
that the Purchaser is relying on the representations and warranties in
completing the transactions contemplated by this Agreement) that:

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<PAGE>

     (a)  Organization

          Each Seller is a partnership duly formed and validly subsisting, and
          in good standing in the jurisdiction in which it is formed. The
          Sellers' jurisdictions of formation are indicated in the Schedule I.

     (b)  Authority

          Each Seller has all necessary partnership power, authority and
          capacity to enter into this Agreement and to perform its obligations
          hereunder and the execution and delivery of this Agreement and the
          performance by each Seller of its obligations hereunder has been duly
          authorized by all necessary partnership action on the part of such
          Seller.

     (c)  Binding Agreement, Validity of Transactions

          FAC has duly executed and delivered this Agreement. This Agreement
          constitutes a legal, valid, and binding obligation of FAC, enforceable
          against FAC in accordance with its terms (subject, as to the
          enforcement of remedies, to bankruptcy, reorganization, insolvency,
          and other laws relating to or affecting creditors' rights generally
          and subject to the availability of equitable remedies). The execution
          and delivery of this Agreement by FAC, the consummation of the
          transactions contemplated by this Agreement and the fulfilment by FAC
          of the terms, conditions and provisions hereof will not contravene or
          violate or result in the breach (with or without the giving of notice
          or lapse of time, or both) or acceleration of any obligations of FAC
          under:

          (i)    any laws applicable to FAC;

          (ii)   any judgment, order, writ, injunction or decree of any court
                 which is presently applicable to FAC; or

          (iii)  the partnership agreement, other organizational documents or
                 any resolutions of FAC or amendments thereto or restatements
                 thereof.

     (d)  Ownership of ICTS Shares

          Each Seller is the sole beneficial and registered owner of the ICTS
          Shares listed next to its name in Schedule 1 free and clear of any
          security interests, liens, claims, charges, encumbrances, adverse
          claims or rights of others (other than the rights of the Purchaser
          hereunder). There is no contract, option or other right of another
          binding upon or which at any time in the future may become binding
          upon FAC to sell, transfer, assign, pledge, charge, mortgage or in any
          other way dispose of or encumber any of the ICTS Shares other than
          pursuant to this Agreement. FAC holds no interest and holds no option
          or other right to acquire any interest in the equity or debt of ICTS,


                                       6
<PAGE>

          other than the ICTS Shares except the right to acquire an additional
          196,833 shares of common stock as set forth in the contract dated
          September 30, 1999, a true and complete copy of which, as amended, has
          been provided to the Purchaser. Effective upon the closing, such
          contract shall be deemed cancelled and all claims and rights of FAC
          thereunder shall be deemed to have been released and relinquished. At
          Closing, FAC will transfer to the Purchaser valid title to the ICTS
          Shares free and clear of any and all security interests, liens,
          claims, charges, encumbrances, adverse claims or rights of others of
          any kind.

     (e)  No Outstanding Obligations

          On Closing, FAC shall not have any outstanding obligations (whether
          accrued, absolute, contingent or otherwise) nor any outstanding
          commitments or obligations of any kind owing to it from, or owing by
          it to, any member of the ICTS Group or Purchaser except as set forth
          in this agreement.

     (f)  Material Contradictions

          FAC shall review the Stock Purchase Agreement among Louis Vescio, Amee
          Devine, Taylor Devine, ICTS, Purchaser and EVCI (the "Other
          Agreement") and advise IHI and EVCI within in 30 days after Closing of
          any material fact of which it has knowledge that would materially
          contradict the representations and warranties given by ICTS and the
          other Seller to IHI and EVCI in the Other Agreement.

3.2       Representations and Warranties of the Purchaser and EVCI

          The Purchaser hereby represents and warrants to FAC (and acknowledges
          that FAC is relying on the representations and warranties in
          completing the transactions contemplated hereby) that:

     (a)  Corporate

          The Purchaser is a corporation duly incorporated under the laws of
          Delaware and has not been dissolved.

     (b)  Authority

          The Purchaser has all necessary corporate power, authority and
          capacity to enter into this Agreement and to perform its obligations
          hereunder and the execution and delivery of this Agreement and the
          performance by the Purchaser of its obligations hereunder has been
          duly authorized by all necessary corporate action on the part of the
          respective corporation.

                                       7
<PAGE>

(c)       Enforceability

          The Purchaser has duly executed and delivered this Agreement. This
          Agreement constitutes a legal, valid and binding obligation of the
          Purchaser, enforceable against the Purchaser in accordance with its
          terms (subject, as to the enforcement of remedies, to bankruptcy,
          reorganization, insolvency, and other laws relating to or affecting
          creditors' rights generally and subject to the availability of
          equitable remedies). The execution and delivery of this Agreement by
          the Purchaser, the consummation of the transactions contemplated
          hereby and the fulfilment of the Purchaser do not violate or result in
          the breach (with or without the giving of notice or lapse of time, or
          both) or acceleration of any obligations of the Purchaser under:

          (i)    any laws applicable to the Purchaser;

          (ii)   any judgment, order, writ, injunction or decree of any court or
                 of any Authority which is presently applicable to the
                 Purchaser; or

          (iii)  the articles, by-laws or any resolutions of each of the
                 Purchaser or any amendments thereto or restatements thereof.

3.3       Non-Waiver

          No investigations made by or on behalf of any party at any time shall
have the effect of waiving, diminishing the scope of or otherwise affecting any
representation or warranty made by the other parties herein or pursuant hereto
provided, however, that if a party comes to believe prior to Closing that
another party is in material breach of a representation or warranty, the first
party cannot close in reliance upon such representation or warranty unless the
second party reaffirms such representation or warranty after being notified that
the first party believes the same may have been breached.

3.4       Nature and Survival of FAC's Representations and Warranties

          The representations and warranties of FAC contained in this Agreement
or in any document or certificate given pursuant to this Agreement shall survive
the Closing for the benefit of the Purchaser for a period of two (2) years,
unless a bona fide notice of a claim shall have been given in writing before the
expiration of that period, in which case the representation and warranty to
which such notice applies shall survive in respect of that claim until the final
determination or settlement of that claim.

3.5       Survival of Purchaser's Representations and Warranties

          The representations and warranties of the Purchaser and EVCI contained
in this Agreement or any document or certificate given pursuant to this
Agreement shall survive the Closing for the benefit of FAC for a period of two
(2) years, unless a bona fide notice of claim shall have been made in writing

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<PAGE>

before the expiration of that period, in which case the representation and
warranty to which such notice applies shall survive in respect of that claim
until the final determination or settlement of that claim.


                                    ARTICLE 4
                                    COVENANTS


4.1       FAC Assignments

          FAC will execute all documents or take any actions reasonably
requested by the Purchaser to assign to the Purchaser any collateral of any kind
or any security interest, liens, claims, charges, encumbrances, adverse claims
or other rights securing or otherwise resulting from any covenants, indemnities
or other obligations of any kind whatsoever, whether absolute or contingent,
held by FAC or any affiliate in connection with its ownership of the ICTS
Shares.

          4.2   Warrants and Warrant Shares

          Purchaser and EVCI covenant:

          (a) That shares acquired by the holders of Warrants upon exercise
thereof and payment of the strike price provided for in the respective Warrants
will upon issuance be duly authorized, validly issued, fully paid and
non-assessable.

          (b) That EVCI will at all times have authorized, and will keep
reserved and unissued out of such authorized shares, a sufficient number of
shares of common stock to allow for the full exercise of the Warrants.

          (c) That the Warrants, and shares acquired upon exercise of the
Warrants, are and upon such issuance will be free of any and all pre-emptive
rights, rights of first refusal or first offer, consent rights or other similar
rights of any third party, and will be freely transferable except insofar as
securities laws and regulations limit the transferability of unregistered
shares.

                                   ARTICLE 5
                     CONDITIONS PRECEDENT TO THE PERFORMANCE
            BY THE PARTIES OF THEIR OBLIGATIONS UNDER THIS AGREEMENT

5.1       The Purchaser's Conditions

          The obligation of the Purchaser to complete the acquisition of the
ICTS Shares hereunder shall be subject to the satisfaction of, or compliance

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with, at or before Closing, each of the following conditions (each of which is
hereby acknowledged to be inserted for the exclusive benefit of the Purchaser):

     (a)  Representations, Warranties and Covenants

          All representations and warranties of FAC contained in this Agreement
          shall be true and correct in all material respects at and as of the
          date of this Agreement and at and as of the Closing, except as and to
          the extent the facts and conditions upon which such representations
          and warranties are based are expressly required or permitted to be
          changed by the terms hereof. FAC shall have performed and satisfied in
          all material respects all material agreements and covenants required
          hereby to be performed by it on or prior to the Closing.

     (b)  Receipt of Closing Documentation

          All documentation relating to the due authorization and completion of
          the transfer and assignment of the ICTS Shares and all actions and
          proceedings taken on or prior to the Closing in connection with the
          performance by FAC of its obligations, covenants and agreements under
          this Agreement shall be satisfactory to the Purchaser and its counsel,
          acting reasonably, and the Purchaser shall have received copies of all
          such documentation or other evidence as it may reasonably request in
          order to establish the consummation of the transactions contemplated
          hereby and the taking of all corporate proceedings in connection
          therewith in compliance with these conditions, in form and substance
          satisfactory to the Purchaser and its counsel, acting reasonably,
          including: (i) certificate of the Secretary of State attesting to the
          legal existence and good standing of each Seller; (ii) certificates of
          an officer of the general partner of each Seller attesting to the
          incumbency of the general partner's officers, and the authenticity and
          continuing validity of the resolutions authorizing the transactions
          contemplated by this Agreement; (iii) a certificate of an officer of
          the Seller's general partner confirming the accuracy of the
          representations and warranties in this Agreement and compliance by the
          Seller with the covenants to be complied with by it, respectively, at
          or prior to the Closing, pursuant to this Agreement. In the event that
          FAC is unable to obtain such documentation from any Seller, EVCI shall
          hold all consideration for that Seller in escrow until such time as
          the documentation is delivered to EVCI

     (c)  Approvals and Consents

          All governmental and regulatory approvals and all consents of third
          parties, and compliance with any conditions thereof, required in
          connection with the completion of any of the transactions contemplated
          by this Agreement, the execution of this Agreement, the Closing or the
          performance of any of the terms and conditions hereof shall have been
          obtained and complied with on or before Closing.

                                       10
<PAGE>

     (d)  No Action to Restrain

          No action or proceeding shall be pending or threatened by any
          governmental or regulatory authority or any other person (including a
          party hereto) to restrain or prohibit the completion of the
          transactions contemplated by this Agreement.

     (e)  Other Agreement

          On or before Closing, the Purchaser shall have completed the closing
          contemplated by the Other Agreement.

5.2       Conditions of FAC

          The obligation of FAC to complete the transfer and assignment of FAC's
          ICTS Shares hereunder shall be subject to the satisfaction of or
          compliance with, at or before Closing, of each of the following
          conditions (each of which is hereby acknowledged to be inserted for
          the exclusive benefit of FAC):

     (a)  Representations, Warranties and Covenants

          All representations and warranties of the Purchaser contained in this
          Agreement shall be true and correct in all material respects at and as
          of the date of this Agreement and at and as of the Closing, except as
          and to the extent the facts and conditions upon which such
          representations and warranties are based are expressly required or
          permitted to be changed by the terms hereof. The Purchaser shall have
          performed and satisfied in all material respects all material
          agreements and covenants required hereby to be performed by it on or
          prior to the Closing.

     (b)  Receipt of Closing Documentation

          All documentation relating to the due authorization and completion of
          the transfer and assignment of the ICTS Shares and all actions and
          proceedings taken on or prior to the Closing in connection with the
          performance by the Purchaser of its obligations under this Agreement
          shall be satisfactory to FAC and its counsel, acting reasonably, and
          FAC shall have received copies of all such documentation or other
          evidence as it may reasonably request in order to establish the
          consummation of the transactions contemplated hereby and the taking of
          all corporate proceedings in connection therewith in compliance with
          these conditions, in form and substance satisfactory to FAC and its
          counsel, acting reasonably, including: (i) certificate of the
          Secretary of State of the state in which the Purchaser and EVCI are
          incorporated attesting to the legal existence and good standing of
          each; (ii) certificates of the Secretary of the Purchaser and EVCI

                                       11
<PAGE>


          attesting to the incumbency of the Purchaser's officers, and the
          authenticity and continuing validity of the resolutions authorizing
          the transactions contemplated by this Agreement; (iii) a certificate
          of the Secretary of the Purchaser and EVCI confirming the accuracy of
          the representations and warranties in Section 3.2 of this Agreement
          and compliance by the Purchaser with the covenants to be complied by
          it at or prior to the Closing, pursuant to this Agreement.

     (c)  No Action to Restrain

          No action or proceeding shall be pending or threatened by any
          governmental or regulatory authority or any other person (including a
          party hereto) to restrain or prohibit the completion of the
          transactions contemplated by this Agreement.

5.3       Waiver by Purchaser

          If any of the conditions set forth in Section 5.1 have not been
fulfilled, performed or satisfied at or prior to the Closing, the Purchaser may,
by written notice to FAC, terminate all of its obligations hereunder and the
Purchaser shall be released from all its obligations under this Agreement. Any
of such conditions may be waived in whole or in part by the Purchaser by
instrument in writing given to FAC without prejudice to any of the Purchaser's
rights of termination in the event of non-performance of any other condition,
obligation or covenant in whole or in part, and without prejudice to its right
to complete the transactions contemplated by this Agreement and claim damages
for breach of any other representation, warranty or covenant that was not
waived.

5.4       Waiver by FAC

          If any of the conditions set forth in Section 5.2 have not been
fulfilled, performed or satisfied at or prior to the Closing, FAC may, by
written notice to the Purchaser, terminate all of its obligations hereunder and
FAC shall be released from all its obligations under this Agreement. Any of such
conditions may be waived in whole or in part by FAC by instrument in writing
given to the Purchaser, without prejudice to FAC's rights of termination in the
event of non-performance of any other condition, obligation or covenant in whole
or in part, and without prejudice to its right to complete the transactions
contemplated by this Agreement and claim damages for breach of any other
representation, warranty or covenant that was not waived.


                                   ARTICLE 6
                                 INDEMNIFICATION

6.1       Indemnification

          FAC covenants and agrees with the Purchaser, and the Purchaser,
covenants and agrees with FAC (the party or parties so covenanting and agreeing

                                       12
<PAGE>

to indemnify the other party or parties being referred to as the "Indemnifying
Party" and the party or parties to be indemnified being called the "Indemnified
Party" in this paragraph), to indemnify and save harmless the Indemnified Party,
effective as from Closing, from and against any claim, demand, action, causes of
action, damage, loss, costs, liability or expense, including reasonable
professional fees and disbursements (the "Claim") which may be made or brought
against the Indemnified Party or which the Indemnified Party may suffer or incur
as a result of, in respect of, or arising out of:

     (a)  any non-fulfilment of any covenant or agreement on the part of the
          Indemnifying Party under this Agreement or in any or certificate,
          agreement, document or instrument given pursuant to this Agreement,
          which non-fulfillment was not waived by the Indemnified Party;

     (b)  any inaccuracy in or breach of any representation or warranty of the
          Indemnifying Party contained in this Agreement or in any certificate,
          agreement, document or instrument furnished by the Indemnifying Party
          pursuant to this Agreement, which inaccuracy or breach was not waived
          by the Indemnified Party.

     The foregoing obligation of indemnification in respect of a Claim shall be
subject to the requirement that the Indemnifying Party shall, in respect of any
Claim made by any third party, be notified forthwith of all material particulars
thereof and be afforded an opportunity at their sole expense to resist, defend
and compromise the same provided that the Indemnifying Party shall not be
obligated to do so; and further provided that if the Indemnifying Party does not
assume the defence of that Claim, the Indemnified Party may defend against the
Claim in a manner the Indemnified Party deems appropriate and may take such
action as may be reasonably prudent in the circumstances to settle the Claim.
This indemnity shall survive Closing.

6.2       Rights Cumulative

          The rights of indemnification contained in this Article 6 are
cumulative and are in addition to every other right or remedy of the parties
contained in this Agreement or otherwise.

6.3       Limitation of FAC's Liability.

          The maximum aggregate liability of FAC to the Purchaser and those
claiming by, through or under Purchaser arising out of the sale of the ICTS
Shares to Purchaser (irrespective of whether or not such liability is premised
upon the provisions of this Agreement, and irrespective of whether the claim is
premised upon the indemnification provisions of this Agreement, breach of
representations and warranties made by FAC in this Agreement, breach of
covenants made by FAC in this Agreement, non-compliance by FAC with securities
laws and regulations, or any other basis whatsoever) shall be limited to the
Purchase Price paid to FAC pursuant to this Agreement. Any liability finally
determined to be owed by FAC shall be paid and satisfied in the following
manner:

                                       13
<PAGE>

     (a)  First, by offsetting the liability dollar for dollar against future
          payments under the provisions of Section 2.2(c) of this Agreement.

     (b)  Next, by the surrender to EVCI of the Warrants. For this purpose
          Warrants shall be valued at their fair market value on the date of
          surrender to Purchaser.

     (c)  Next, by the surrender to EVCI of securities acquired upon exercise of
          Warrants. The securities so surrendered shall be valued at their fair
          market value on the date of surrender less the Warrant exercise price
          paid by FAC to acquire the surrendered shares. In the event that the
          securities are valued less than the excise price, then EVCI shall have
          no obligation to accept such surrendered securities and FAC shall
          immediately repay EVCI sums actually paid to FAC pursuant to Section
          2.2 (c) of this Agreement.

     (d)  Next, by the repayment to EVCI of sums actually paid to FAC pursuant
          to Section 2.2(c) of this Agreement.

No payments other than those provided for in subsections (a), (b), (c) and (d)
of this Section 6.3 shall be payable by FAC for any reason whatsoever. Purchaser
acknowledges and agrees that the foregoing limitation of liability has been
specifically bargained for by FAC as an essential element of the consideration
for this transaction and that but for this limitation of liability, FAC would
not have entered into this Agreement.


                                    ARTICLE 7
                                     GENERAL

7.1       Public Notices

          All public notices to third parties and all other publicity concerning
the matters contemplated by this Agreement shall be jointly planned and
co-ordinated by the Parties and no Party shall act unilaterally in this regard
without the prior approval of the other Parties, which consent shall not be
unreasonably withheld or delayed, and Purchaser and EVCI agree not mention the
names of FAC in any publicity relating to this agreement without the prior
approval of FAC except where the Party making such notice is required to do so
by law or by the applicable regulations or policies of any regulatory agency of
competent jurisdiction or any stock exchange in circumstances where prior
consultation with the other Parties is not practicable.



7.2       Expenses

          Each Party to this Agreement shall pay its respective legal,
accounting and other professional advisory fees, costs and expenses incurred in
connection with the negotiation, preparation or execution of this Agreement and
all documents and instruments executed or delivered pursuant to this Agreement,
as well as any other costs and expenses incurred.

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<PAGE>

7.3       Further Assurances

          The Parties shall do all such things and provide all such reasonable
assurances as may be required to consummate the transactions contemplated by
this Agreement, and each Party shall provide such further documents or
instruments required by any other party as may be reasonably necessary or
desirable to effect the purpose of this Agreement and carry out its provisions,
whether before or after Closing.

7.4       Assignment

          Neither this Agreement nor any benefits or duties accruing under this
Agreement shall be assignable by any Party without the prior written consent of
each of the other Parties, which consent shall not be unreasonably withheld or
delayed. Notwithstanding the foregoing, the Purchaser may assign all or any part
of its rights and/or obligations under this Agreement to one of its direct or
indirect subsidiaries, provided that (a) any assignee agrees in writing to be
bound by the terms and conditions of this Agreement which it assumes, (b) such
assignment imposes no additional obligations which would have an adverse effect
upon FAC, and (c) notwithstanding the assignment, the Warrants shall be issued
by EVCI for the purchase of EVCI common stock. Subject to the foregoing, this
Agreement shall enure to the benefit of and be binding upon the Parties and
their respective successors (including any successor by reason of amalgamation
of any Party) and permitted assigns.

7.5       Entire Agreement

          With respect to the subject matter of this Agreement, this Agreement
supersedes all prior understandings and communications between the parties or
any of them, oral or written. This Agreement and any document delivered pursuant
to this Agreement, constitutes the entire agreement between the Parties with
respect to the matters herein and supersedes all prior agreements,
understandings, negotiations and discussions relating to the subject matter
hereof. The execution of this Agreement has not been induced by, nor do any of
the Parties rely upon or regard as material, any representations, promises,
agreements or statements whatsoever not incorporated herein and made a part
hereof. This Agreement shall not be amended, altered or qualified except by
written agreement signed by all of the Parties.

7.6       Waiver

          Except as otherwise expressly set out herein, no waiver of any
provision of this Agreement shall be binding unless it is in writing. No
indulgence or forbearance by a Party shall constitute a waiver of such Party's
right to insist on performance in full and in a timely manner of all covenants
in this Agreement. Waiver of any provision shall not be deemed to waive the same
provision thereafter, or any other provision of this Agreement at any time.

                                       15
<PAGE>

7.7       Notices

          All communications which may be or are required to be given by any
party to any other party, shall be in writing and (i) delivered personally, (ii)
sent by prepaid courier service or mail, or (iii) sent by prepaid telecopier or
other similar means of electronic communication to the parties at their
following respective addresses:


      For FAC:
            First Analysis Corporation
            233 So. Wacker Drive
            Chicago IL 60606
            Attention:   Mark Farano
            Telecopier:  (312) 258- 0334

      For the Purchaser

            Educational Video Conferencing, Inc.
            35 East Grassy Sprain Road, Suite 200
            Yonkers, New York  10710-4613
            Attention:   Dr. Arol Buntzman, Chairman and Chief Executive Officer
            Telecopier:  (914) 395-3498

      with a copy to:
            Educational Video Conferencing, Inc.
            35 East Grassy Sprain Road, Suite 200
            Yonkers, New York  10710-4613

            Attention:   Michael J. O'Brien, Esq., General Counsel

            Telecopier:  (914) 787-3590


                                       16

<PAGE>





Any such notice so given shall be deemed conclusively to have been given and
received when so personally delivered or delivered by courier or on the day on
which transmission is confirmed (or on the next business day in the place of
intended receipt if it is not transmitted before 5:00 p.m. on a business day in
the place of receipt) if sent by telecopier or other electronic communication.
Any party may from time to time change its address hereinbefore set forth by
notice to the other parties in accordance with this section.

7.8       Severability

          If any provision of this Agreement or portion thereof or the
application thereof to any person or circumstance shall to any extent be invalid
or unenforceable, (a) the remainder of this Agreement or the application of such
provision or portion thereof to any other person or circumstance shall not be
affected thereby; and (b) the Parties will negotiate in good faith to amend this
Agreement to implement the intentions set forth herein. Each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.

7.9       Execution by Facsimile

          The signature of any of the Parties hereto may be evidenced by a
facsimile copy of this Agreement bearing such signature.

7.10      Counterparts

          This Agreement may be signed in one or more counterparts, each of
which so signed shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument. Notwithstanding the date
of execution of any counterpart, each counterpart shall be deemed to bear the
effective date set forth below.

7.11      Governing Law and Jurisdiction for Disputes

          This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. All of the Parties to this Agreement
irrevocably submit to the exclusive jurisdiction of the binding arbitration
dispute resolution procedures of the American Arbitration Association in
Westchester County, NY to the extent that the subject matter of any dispute
arising under this Agreement is arbitrable.

                                       17
<PAGE>


7.12      Survival

          Unless replaced, amended or withdrawn prior to any detrimental
reliance thereon by the Accepting Party (as defined in this paragraph), and
subject to the provisions of Section 3.3 requiring the securing of
reaffirmations in certain cases, all covenants, agreements, indemnities,
warranties and representations set forth herein or in any certificate or other
document delivered pursuant to or in connection with this Agreement by or on
behalf of one Party to another Party (the "Accepting Party") shall be deemed to
have been relied upon by the Accepting Party notwithstanding any investigations
heretofore or hereafter made by or on behalf of the Accepting Party or its
agents, and shall, unless expressly provided otherwise, survive in full force
and effect and not merge upon the execution, termination or expiry of this
Agreement.


7.13      Securities Law Matters

          Purchasers acknowledge that the ICTS Shares, and FAC acknowledges that
the Warrants and the EVCI common stock purchasable upon exercise of the
Warrants, have not been registered under the Securities Act of 1933 as amended
or any other securities laws or regulations, and are being sold in reliance upon
exemptions from registration for transactions not involving any public offering,
transactions not involving an issuer, underwriter or dealer, and other
applicable exemptions. In that connection, Purchaser and FAC each warrants that
in the context of this Agreement and the transactions hereby contemplated, is
neither an "underwriter" nor a "dealer" within the meaning of the Securities Act
of 1933 as amended.

          IN WITNESS WHEREOF the parties have hereunto duly executed this
Agreement on the date first above written.




          [SIGNITURE PAGE TO FOLLOW]

<PAGE>





INTERBORO HOLDING, INC.



By: /s/ Dr. John J. McGrath
    -------------------------------------
        Authorized Signing Officer
        Dr. John J. McGrath, President

EDUCATIONAL VIDEO CONFERENCING, INC.



By: /s/ Dr. John J. McGrath
    -------------------------------------
        Authorized Signing Officer
        Dr. John J. McGrath, President


INFRASTRUCTURE & ENVIRONMENTAL PRIVATE
EQUITY FUND III, L.P.

By:      INFRASTRUCTURE & ENVIRONMENTAL PRIVATE EQUITY MANAGEMENT III, L.L.C.
By:      FIRST ANALYSIS IEPEF MGMT. CO. III, L.L.C.,
            A Member
By:      FIRST ANALYSIS CORPORATION, A Member
By: /s/ Brett Maxwell
    -------------------------------------

Title:  Managing Director
       ----------------------------------

ENVIRONMENTAL & INFORMATION TECHNOLOGY PRIVATE EQUITY FUND III, a civil
partnership with limitation of liability established under the laws of the
Federal Republic of Germany
By:      INFRASTRUCTURE & ENVIRONMENTAL PRIVATE EQUITY MANAGEMENT III,
L.L.C.,
            Investment Manager
By:      FIRST ANALYSIS IEPEF MGMT. CO. III, L.L.C.,
            A Member
By:      FIRST ANALYSIS CORPORATION, A Member
By: /s/ Brett Maxwell
    -------------------------------------

Title:  Managing Director
       ----------------------------------


                                       20
<PAGE>

                  [SIGNITURE PAGE CONTINUES]

THE PRODUCTIVITY FUND III, L.P.
By:      FIRST ANALYSIS MANAGEMENT COMPANY III,
            L.L.C.,General Partner
By: /s/ Brett Maxwell
   --------------------------------------

Title:  Managing Director
       ----------------------------------


                                       21