EXHIBIT 10.3




July 1, 2001


Interboro Holding, Inc.
Educational Video Conferencing, Inc
35 East Grassy Sprain Road
Yonkers, NY 10710-4613

Attn:    Dr. Arol Buntzman, Chairman

Ladies and Gentlemen:

Reference is made to The Stock Purchase Agreement dated June 29, 2001 among and
between Taylor Devine, Amee Devine, Louis Vescio and Margaret Vescio and
Interboro Holding, Inc, and Educational Video Conferencing Inc. (the
"Agreement"). Capitalized terms below shall have the same meaning as ascribed to
them in the Agreement unless the context requires otherwise.

     1. Consents

          a.   State Licenses

          Sellers hereby represent and warrant to Buyer and EVCI that, while
          desirable for marketing purposes, licenses are not required from the
          States of Virginia, Maryland and Georgia in order to conduct the
          Business. Sellers agree to cooperate with ICTS in obtaining such
          licenses or renewals thereof as required as a result of the change of
          control of ICTS.

          b.   Leases

          Buyer and EVCI are not waiving the requirement that Sellers provide
          Consents of the landlords to the change of control of ICTS under the
          leases covering the ICTS premises at 660 Security Blvd, Baltimore
          Maryland and 2461 Eisenhower Ave, Alexandria Virginia. Sellers agree
          to obtain such consents by July 31, 2001 and to indemnify ICTS, Buyer
          or EVCI as provided under the Agreement for any Damages they may
          suffer as a result of Sellers' failure to deliver such Consents at
          Closing or thereafter.

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          c.   Contracts

          Buyer and EVCI are not waiving the requirement that Sellers provide
          Consents of Prosoft, VUE, and Sylvan to the change of control of ICTS
          under their respective contracts with ICTS. Sellers agree to obtain
          such consents by July 31, 2001 and to indemnify ICTS, Buyer or EVCI as
          provided in the Agreement for any Damages they may suffer as a result
          of Sellers' failure to deliver such Consents at Closing or thereafter.

     2.   Oracle and Cisco

          Sellers hereby represent and warrant to Buyer and EVCI that ICTS does
          not need a contract with Oracle or Cisco to offer and teach all Cisco
          and Oracle Courses.

     3.   Promissory Note

          Taylor Devine agrees to indemnify EVCI and Buyer, as provided in the
          Agreement, for any Damages they may suffer as a result of Taylor
          Devine's failure to deliver to Buyer at Closing the original signed
          Collateral Promissory Note and Security Agreement dated May 31, 1999
          in the principal amount of $50,000 and included in the Other ICTS
          Interest. Taylor Devine represents and warrants to buyer and EVCI that
          after a diligent search he has been unable to locate such note and
          security agreement and agrees that if he does find such note and
          agreement he will promptly deliver it to Buyer free and clear of any
          Encumbrance.



                                           Sincerely,
Agreed:
                                           /s/ Taylor Devine
                                           -------------------------------------
Interboro Holding, Inc.                    Taylor Devine


By: /s/ Dr.John J. McGrath
    --------------------------------       /s/ Louis Vescio
    Dr. John J. McGrath                    -------------------------------------
    President                              Louis Vescio



Educational Video Conferencing, Inc.       /s/ Amee Devine
                                           -------------------------------------
                                           Amee Devine

By:  /s/ Dr. John J. McGrath
     -------------------------------       /s/ Louis Vescio, as attorney-in-fact
     Dr. John J. McGrath                   -------------------------------------
     Authorized Signitory                  Margaret Vescio