Exhibit
      10.2

     

    FORM
      OF

    2004
      AMENDED AND RESTATED INCENTIVE STOCK PLAN

    RESTRICTED
      STOCK AWARD AGREEMENT

     

     

    This
      RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated March 6, 2006 (the
      "Grant Date"), by and between _______________________ (the "Participant") and
      EVCI Career Colleges Holding Corp., a Delaware corporation (the "Company"),
      sets
      forth the terms and conditions of a Restricted Stock Award issued pursuant
      to
      the Company's Amended and Restated 2004 Incentive Stock Plan (the "Plan") and
      this Agreement. Any capitalized terms used but not defined herein shall have
      the
      meaning prescribed in the Plan, a copy of which accompanies this Agreement
      as
Annex
      A.

    


    1.  Grant
      and Vesting of Restricted Stock.

     

    (a)  In
      consideration of the Participant’s voluntary agreement to reduce the
      Participant’s salary by $ _____________ (in equal biweekly installments of $
      _____________) during the period March 1, 2006 through December 29, 2006 the
      Company hereby grants to the Participant _____________ shares of restricted
      Common Stock (the "Restricted Stock"). The period during which the Restricted
      Stock is not vested and is subject to Transfer Restrictions (defined below)
      is
      referred to herein as the "Restriction Period." 

     

    (b)  The
      Restricted Stock shall vest and no longer be subject to any Transfer
      Restrictions, on December 29, 2006, so long as the participant has remained
      in
      Continuous Service from the Grant Date through such date; provided, however,
      the
      Restricted Stock shall vest and no longer be subject to any Transfer
      Restrictions upon the earlier of (i) the Change of Control Date, in the event
      there is a Change of Control, (ii) the Participant’s date of death (iii) the
      Participant’s date of Permanent Disability, as that term is defined in the
      Participant’s employment agreement with EVCI or a Related Entity, that is in
      effect at the date the determination of Permanent Disability is made, or, if
      there is no such agreement or definition, as that term is defined under Section
      22(e)(3) of the Code, or (iv) the date the Participant’s employment by the
      Company is terminated by the Company without cause.* The date of such vesting
      is
      referred to herein as the “Vesting Date.” 

     

    2.      
      Issuance of Shares.  

     

    Certificates
      representing the shares of Restricted Stock shall be issued and held by the
      Company in escrow (together with all Additional Property (as defined below)
      relating to such Restricted Stock) and shall remain in the custody of the
      Company until their delivery to the Participant or the Participant's estate
      or
      personal representative pursuant to this Agreement and the Plan. Subject to
      the
      provisions of Section 7 pertaining to the withholding of taxes, as soon as
      practicable after the Vesting Date, the Company shall issue and deliver to
      the
      Participant one or more legended stock certificates representing the vested
      shares of the Restricted Stock together with the Additional Property relating
      thereto. 

     

    _______________________

    *
      If the
      Participant has an effective written Employment Agreement with the Company
      or a
      Related Entity that defines “Cause” and “Good Reason,” in lieu of “by the
      Company without cause,” the following shall be inserted: without Cause by the
      Company or for Good Reason by the Participant, as Cause and Good Reason are
      defined in the Participant’s written Employment Agreement with the Company or a
      Related Entity that is in effect at the date the determination of Cause or
      Good
      Reason is made. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Such
      Additional Property that is shares shall also be represented by one or more
      legended stock certificates.
      The
      issuance of the shares of Common Stock issued pursuant to this Agreement shall
      be registered on a Registration Statement on Form S-8 (or other available form).
      However, if an “affiliate” of EVCI (as the term affiliate is used in Rule 144
      under the Securities Act of 1933) the Participant acknowledges and agrees that
      the resale thereof shall only be made in accordance with Paragraph (e) of Rule
      144.

     

    3.  Nontransferability
      of the Restricted Stock. Prior to the vesting date thereof, the Restricted
      Stock shall not be transferable by the Participant, directly or indirectly,
      by
      means of sale, assignment, exchange, hypothecation, encumbrance, pledge or
      otherwise (such restrictions, the "Transfer Restrictions").

     

    4.  Rights
      as a Stockholder. Except as otherwise specifically provided in this
      Agreement and the Plan, during the Restriction Period, the Participant shall
      have all the rights of a stockholder with respect to the Restricted Stock
      including, without limitation, the right to vote the Restricted Stock and the
      right to receive any dividends, in cash or stock, or to receive stock, money
      or
      other property as the result of a stock split or other form of recapitalization
      or a similar transaction affecting the Company’s common stock without receipt of
      consideration (collectively, “Additional Property). However, Additional Property
      shall be forfeited to the Company to the extent it relates to shares of
      Restricted Stock that are forfeited.

     

    5.  Payment
      of Issuance Taxes, Fees and Other Expenses. The Company agrees to pay any
      and all original issue taxes that may be imposed on the issuance of shares
      received by the Participant in connection with the Restricted Stock, together
      with any and all other fees and expenses necessarily incurred by the Company
      in
      connection therewith.

     

    6.  Validity
      of Share Issuance. The shares of Restricted Stock have been, and shares
      constituting Additional Property will be, duly authorized by all necessary
      corporate action of the Company are and will be validly issued, fully paid
      and
      non-assessable.

     

    7.  Income
      Taxes and Withholding. 

     

    (a) No
      later
      than the date as of which an amount first becomes includible in the gross income
      of the Participant for federal income tax purposes with respect to any
      Restricted Stock and any Additional Property relating thereto, the Participant
      shall pay to the Company, or make arrangements satisfactory to the Company
      regarding the payment of, all federal, state, local and foreign taxes that
      are
      required by applicable laws and regulations to be withheld with respect to
      such
      amount. However, subject to the approval of the Company’s Board of Directors,
      the Participant may discharge any withholding obligation resulting from the
      vesting of the Restricted Stock by directing the Company to withhold shares
      of
      Restricted Stock with a value on a vesting date equal to the minimum withholding
      obligation in connection with such vesting. The Company shall, to the extent
      permitted by law, have the right to deduct any such taxes from the delivery
      of
      the Restricted Stock and any Additional Property relating thereto that gives
      rise to the withholding requirement. 

     

    (b) The
      Participant acknowledges that the Company is not required to provide any
      gross-up or other tax assistance, including with respect to whether or not
      Participant should make any election pursuant to Section 83(b) of the Code.
      The
      Participant understands that the Participant may make an election pursuant
      to
      Section 83 (b) of the Code within thirty days after the date the Participant
      acquired the Restricted Stock hereunder, or comparable provisions of any state
      tax law, to include in the Participant’s gross income the fair market value (as
      of the date of acquisition) of the Restricted Stock. The Participant may make
      such an election only if, prior to making any such election, the Participant
      (a)
      notifies the Company of the Participant’s intention to make such election, by
      delivering to the Company a copy of the fully-executed Section 83 (b) election
      form attached hereto as Annex
      B,
      and (b)
      pays to the Company an amount sufficient to satisfy any taxes or other amounts
      required by any governmental authority to be withheld or paid over to such
      authority for the Participant’s account, or otherwise makes arrangements
      satisfactory to the Company for the payment of such amounts through withholding
      or otherwise. The Participant understands that if the Participant does not
      make
      a proper and timely Section 83 (b) election, generally under Section 83 of
      the
      Code, at the time the forfeiture restrictions applicable to the Restricted
      Stock
      lapse, the Participant will recognize ordinary income and be taxed in an amount
      equal to the fair market value (as of the Vesting Date) of the Restricted Stock
      as of the vesting date. The Participant acknowledges that it is the
      Participant’s sole responsibility, and not the Company’s to file a timely
      election under Section 83 (b), even if the Participant requests the Company
      or
      its representative to make this filing on the Participant’s behalf. The
      Participant is relying solely on the Participant’s advisors with respect to the
      decision as to whether or not to file a Section 83 (b) election.

     

    
      
        
        

      

      
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    (c) The
      Participant acknowledges that (i) he or she was free to use professional
      advisors of his or her choice in connection with this Agreement has received
      advice from his professional advisors in connection with this Agreement,
      understands its meaning and import, and is entering into this Agreement freely
      and without coercion or duress; and (ii) he has not received and is not relying
      upon any advice, representations or assurances made by or on behalf of the
      Company or any of its subsidiaries or any employee of or counsel to the Company
      or any subsidiary of the Company regarding any tax or other effects,
      implications or matters contemplated by this Agreement or relating to the
      Company. 

     

    8.  Notices.
      All notices and other communications under this Agreement shall be in writing
      and shall be given by hand delivery to the other party or overnight courier,
      or
      registered or certified mail, return receipt requested, postage prepaid,
      addressed as follows:

     

    (a)  if
      to the
      Participant, to the address last provided by the Participant to the Company's
      human resources department;

     

    (b)  if
      to the
      Company:

     

    EVCI
      Career Colleges Holding Corp.

    1
      Van Der
      Donck Street, 2nd
      Floor


    Yonkers,
      NY 10701

    Attention:
      General Counsel 

    


    9.  Laws
      Applicable to Construction.  The
      interpretation, performance and enforcement of this Agreement shall be governed
      by the laws of the State of New York without reference to principles of conflict
      of laws, as applied to contracts executed in and performed wholly within the
      State of New York.

     

    
      
        
        

      

      
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    10.  Successors
      and Assigns. This Agreement will extend to and be binding upon the
      Participant, the Participant’s legal representatives, heirs and distributes, and
      upon the Company, its successors and assigns regardless of any change in the
      business structure of the Company, be it through spin-off, merger, sale of
      stock, sale of assets or any other transaction. 

     

    11.  Administration.
      The authority to manage and control the operation and administration of this
      Agreement shall be vested in the Committee, and the Committee shall have all
      powers with respect to this Agreement as it has with respect to the Plan;
      provided that nothing herein or in the Plan shall prevent the Participant from
      contesting any interpretation or determination made by the Committee.

     

    12.  Incorporation
      of Plan. All terms and conditions of the Plan are incorporated herein and
      made part hereof as if stated herein. The Participant may obtain a copy of
      the
      Plan from the office of the General Counsel of the Company.

     

    13.  Not
      an
      Employment Contract. Neither this Agreement nor the issuance of any
      Restricted Stock shall confer on the Participant any right with respect to
      continuance of employment or other service with the Company or any Related
      Entity, nor shall they interfere in any way with any right the Company or any
      Related Entity would otherwise have to terminate or modify the terms of the
      Participant's employment or other service at any time.

     

    14.  Integration.
      This Agreement and the other documents referred to herein, or delivered pursuant
      hereto, which form a part hereof contain the entire understanding of the parties
      with respect to the award of Restricted Stock. There are no restrictions,
      agreements, promises, representations, warranties, covenants or undertakings
      with respect to the subject matter hereof other than those expressly set forth
      herein. This Agreement, including without limitation the Plan, supersedes all
      prior agreements and understandings between the parties with respect to its
      subject matter.

     

    15.  Counterparts.
      This Agreement may be executed in two or more counterparts, each of which shall
      be deemed an original, but which together constitute one and the same
      instrument. Notwithstanding the foregoing, any duly authorized officer of the
      Company may execute this Agreement by providing an appropriate facsimile
      signature, and any counterpart or amendment hereto containing such facsimile
      signature shall for all purposes be deemed an original instrument duly executed
      by the Company.

     

    16.  Modification;
      Waiver. No provision of this Agreement may be amended, modified, or waived
      unless such amendment or modification is agreed to in writing and signed by
      the
      Participant and by a duly authorized officer of the Company, and such waiver
      is
      set forth in writing and signed by the party to be charged. No waiver by either
      party hereto at any time of any breach by the other party hereto of any
      condition or provision of this Agreement to be performed by such other party
      shall be deemed a waiver of similar or dissimilar provisions or conditions
      at
      the same or at any prior or subsequent time.

     

    IN
      WITNESS WHEREOF, the Participant has executed this Agreement on the
      Participant's own behalf, thereby representing that the Participant has
      carefully read and understands this Agreement and the Plan as of the day and
      year first written above, and the Company has caused this Agreement to be
      executed in its name and on its behalf, all as of the date first written
      above.

    


    
      
        
        

      

      
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Name: 
	 	 
	 	EVCI CAREER COLLEGES HOLDING
                CORP.


      



    
      	 	 	 
	 	By:  	 
	 	
              
Name: 
	 	
              Title:

            


    

     

     

    
      
        
        

      

      
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