Exhibit
      10.3

     

    EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT (this “Agreement"), dated March 1, 2006,
      between EVCI Career Colleges Holding Corp., a Delaware corporation ("EVCI"),
      and
      Joseph D. Alperin("Executive").

     

    In
      consideration of the mutual covenants contained herein, and for other
good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,
      the parties hereto agree as follows:

     

    1.
      Employment; Duties.

     

    1.1 
      EVCI hereby employs Executive as its General Counsel and Vice President
      for Corporate Affairs. In such capacities, Executive shall report directly
      to
      EVCI's Chief Executive Officer (the “CEO") and, as is necessary and appropriate,
      to EVCI's chairman of the board of directors (the “Chairman”) and EVCI’s board
      of directors (“EVCI Board”).

     

    1.2 
      As General Counsel of EVCI, Executive agrees to perform and discharge such
      duties and responsibilities as are appropriate for the general counsel of
      corporations with the financial, personnel and other resources that are similar
      to that of EVCI, including preparing and filing reports required to be filed
      with the Securities and Exchange Commission and other federal and state
      regulatory authorities and otherwise dealing with such authorities; negotiating,
      drafting and closing agreements relating to EVCI's internal operations and
      activities; helping to identify acquisition candidates and negotiating, drafting
      and closing acquisitions; and generally advising EVCI's management with respect
      to EVCI's compliance with applicable laws, rules and regulations.

    


    As
      Vice
      President for Corporate Affairs, Executive shall function in a business capacity
      by performing such duties and responsibilities as are assigned to him by the
      CEO
      relating to the business and affairs of EVCI and its subsidiaries, including
      assisting the CEO with strategies relating to operations and performing such
      other tasks and functions as the CEO deems reasonably necessary and appropriate
      under the circumstances.

    


    The
      general counsel of EVCI’s subsidiaries shall not report to Executive except as
      directed by the CEO but shall consult and collaborate with Executive as such
      counsel and Executive shall deem necessary and appropriate from
      time-to-time.

    


    Executive
      shall devote his full business time to, and shall use his best efforts in,
      the
      performance of such duties and responsibilities.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      2.
      Compensation.

     

    2.1
      For
      his services pursuant to this Agreement, EVCI will pay Executive a salary at
      the
      annual rate of $260,000 ("Salary").

    


    2.2
      EVCI
      will pay Executive each bonus, if any, that may be awarded to Executive by
      the
      Board, or the compensation committee of the Board, in its sole discretion.
      In
      this regard, during the last quarter of each calendar year, the CEO and Chairman
      will evaluate Executive’s performance during the immediately preceding year of
      the Employment Term and will make recommendations to the EVCI Board or such
      committee of bonuses, if any, to be granted to Executive by the payment of
      cash
      and/ or the grant of options and/ or restricted stock awards under EVCI’s
      incentive stock plans that are in effect and have been approved by EVCI’s
      stockholders in accordance with applicable regulatory requirements.


    


    For
      Executive’s performance during 2005, as generally described herein and in more
      detail pursuant to a separate agreement dated today, EVCI and Executive are
      confirming the terms of the award to Executive, under EVCI’s Amended and
      Restated 2004 Incentive Stock Plan, of a stock bonus of 100,000 shares of EVCI’s
      common stock, which shall vest and become non-forfeitable, on a cumulative
      basis
      as to 50 percent of the shares covered thereby on December 29, 2006 and as
      to 25
      percent of the shares covered thereby on each February 28, 2008 and 2009
      provided that on each such date Executive has remained continuously employed
      by
      EVCI from today through such dates, subject to accelerated vesting as provided
      in such separate agreement. 

     

    2.3
      As an
      incentive for Executive to enter into this Agreement, EVCI agrees to pay
      Executive a cash bonus of $75,000 (the “Cash Bonus”) within ten days after EVCI
      shall have determined that its cash resources reasonably permit the payment
      of
      the Cash Bonus. The Cash Bonus shall be paid to Executive prior to, or
      simultaneously with, the payment of any cash bonus to any other officer of
      EVCI
      or any of its subsidiaries and even if the Employment Term has terminated for
      any reason.

     

    3.
      Employment
      Term.
      The
      term of Executive's employment (the "Employment Term")
      will commence as of the date first written above and, unless sooner terminated
      as provided in Section 5, will end on February 28, 2009.

     

    4.
      Benefits,
      Payments and Withholding.

     

    4.1
      Executive will be entitled to vacation of 25 days, 28 days and 30 days per
      year
      in 2006, 2007 and 2008, respectively, and holidays and sick days in accordance
      with EVCI's policy, during which Executive will be entitled to the full
      compensation and Benefits (as defined in Section 4.2) otherwise payable
      hereunder.

     

    4.2
      Executive may participate, on the same basis and subject to the same
      qualifications as other executive personnel (exclusive of the founders, Dr.
      Arol
      I. Buntzman and Dr. John J. McGrath) of EVCI, in any pension, profit sharing,
      life insurance, health insurance, hospitalization, dental, drug prescription,
      disability, accidental death or dismemberment and other benefit plans and
      policies EVCI provides with respect to its executive personnel (collectively,
      the "Benefits").

     

    
      
        
        

      

      
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    4.3
      EVCI
      will pay or promptly reimburse Executive, in accordance with EVCI's normal
      policies and procedures for its executive personnel, for all allowances and
      expenses provided for hereunder and for all reasonable out-of-pocket business,
      entertainment and travel expenses incurred by Executive in the performance
      of
      his duties hereunder.

     

    4.4
      EVCI
      will pay the Salary at the biweekly rate of $10,000 and may withhold from the
      Salary, the Benefits and any other compensation provided to Executive hereunder,
      all Federal, state and local income, employment and other taxes, as and in
      such
      amounts as may be required to be withheld under applicable law.

     

    4.5
      EVCI
      shall pay for Executive's CLE courses, in accordance with its current policy
      and
      shall pay for such legal publications as Executive reasonably determines are
      necessary for Executive's performance of his duties as General Counsel. In
      addition, EVCI shall pay the costs and disbursements of outside legal counsel
      recommended by Executive and approved by the CEO and/ or EVCI’s Board or audit
      committee thereof, to perform such services as Executive and the CEO determine
      are necessary and appropriate.

     

    4.6
      Executive shall receive a car allowance of $600 per month. 

     

    5.
      Termination
      and Severance Benefits.

     

    5.1
      Termination
      by EVCI and Resignation by Executive.
      EVCI’s
      Board may terminate Executive's employment with EVCI, with or without Cause
      (as
      defined in Section 5.5). Termination with Cause shall be effective immediately
      and termination without Cause shall be effective upon 30 days prior written
      notice to Executive. Executive may voluntarily resign his employment with EVCI,
      with Good Reason (as defined in Section 5.5), upon 30 days prior written notice
      to EVCI.

     

    5.2
      Compensation
      Upon Termination Without Cause or Upon Resignation with
      Good Reason.
      If
      EVCI’s Board terminates Executive's employment hereunder for any reason other
      than Cause or Executive's death or Permanent Disability (as defined in
      Section 5.5), or if Executive voluntarily resigns his employment with EVCI
      with
      Good Reason (the effective date of the first to occur of such termination or
      his
      resignation being the "Termination Date"), then (a) Executive shall be entitled
      to receive (i) the Salary and Benefits accrued prior to the Termination Date
      and
      (ii) payment or reimbursement of any expenses, provided for under Section 4.3,
      that were incurred by Executive prior to the Termination Date and (b) after
      the
      Termination Date, EVCI will also continue (i) to pay the Salary, in equal
      biweekly payments, to Executive throughout the greater of 24 months or the
      unexpired portion of the Employment Term and (ii) continue for Executive and
      his
      spouse and dependent children, if any, the health insurance coverage and medical
      and dental reimbursement referred to in Section 4.2 for 24 months after the
      Termination Date. Executive shall be under no duty to seek other employment
      following termination but any amounts earned by him in connection with other
      full-time employment shall reduce and offset the amounts otherwise owing
      hereunder.

     

    
      
        
        

      

      
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    5.3
      Compensation
      Upon Resignation Without Good Reason or Upon Termination for
      Cause.
      If
      Executive breaches this Agreement by voluntarily resigning his employment with
      EVCI without Good Reason or Executive's employment is terminated for Cause,
      then
      Executive shall only be entitled to receive, except as otherwise required by
      law, the Salary and Benefits accrued prior to the effective date of the first
      to
      occur of his resignation or such termination, and reimbursement of any expenses,
      provided for under Section 4.3, that were incurred by Executive prior to the
      effective date of his resignation or such termination of his employment. Nothing
      in this Section 5.3 shall create any implication that EVCI is waiving any remedy
      EVCI may have for breach by Executive of this Agreement.

     

    5.4
      Compensation
      Upon Death or Permanent Disability.
      If
      Executive dies or suffers a Permanent Disability, then EVCI will (i) promptly
      pay Executive or his estate, in one lump sum, four months' Salary and (ii)
      continue for Executive's spouse and dependent children (if Executive has died)
      and for Executive and his spouse and dependent children (if Executive suffers
      a
      Permanent Disability), all of the Benefits that they were receiving at the
      time
      of his death or Permanent Disability, for eight months after Executive's death
      or Permanent Disability.

     

    5.5
      Definitions.

     

    "Cause"
      Shall be limited to (a) Executive’s failure to carry out a reasonable and lawful
      order of the Board of Directors or CEO that is within the scope of Executive’s
      duties, responsibilities and workload under this Agreement, which failure has
      a
      material adverse effect on EVCI and its subsidiaries taken as a whole, (b)
      a
      breach by Executive of this Agreement having a material adverse effect on EVCI
      and its subsidiaries taken as a whole or (c) Executive’s conviction of a felony;
      provided, however, that any action or failure to act by Executive shall not
      constitute “Cause” if, in good faith, Executive reasonably believed such action
      or failure to act to be in or not opposed to the best interest of EVCI and
      its
      subsidiaries taken as a whole, or if Executive shall be entitled, under
      applicable law or the charter or bylaws of or an indemnification agreement
      with,
      EVCI, to be indemnified by EVCI with respect to such action or failure to act.
      Termination of Executive for Cause shall be communicated by a Notice of
      Termination. For purposes of this Agreement, a “Notice of Termination” shall
      mean delivery to Executive of a copy of a resolution duly adopted by the
      affirmative vote of not less than a two-thirds of the entire membership of
      EVCI’s Board at a meeting of the EVCI Board called and held for the purpose
      (after reasonable notice to Executive and reasonable opportunity for Executive,
      together with Executive’s counsel, to be heard before the EVCI Board prior to
      such vote), finding that in the good faith opinion of the EVCI Board, Executive
      was guilty of the conduct set forth in the first sentence of this definition
      of
“Cause” and specifying the particulars thereof in detail. In the case of a
      purported termination pursuant to clauses (a) or (b) of this definition of
      Cause, Executive shall first be given written notice by EVCI of the alleged
      failure or breach and shall have twenty business days to cure such failure
      or
      breach and, if so cured within this twenty business day period, then Cause
      shall
      not be deemed to exist in respect of such failure or breach. For purposes of
      this Agreement, no such purported termination of Executive’s employment shall be
      effective without such Notice of Termination. 

     

    
      
        
        

      

      
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    "Good
      Reason" means a breach by EVCI of any of its material agreements contained
      herein, and the continuation of such breach for twenty business days after
      notice thereof is given to EVCI. Good reason shall also include the change
      of
      Executive’s place of employment to a location that, if not mid-town Manhattan,
      is more than 20 miles from EVCI’s executive offices on the date of this
      Agreement or to a location that is different than the place of employment of
      either EVCI’s Chairman or Chief Executive Officer. Good Reason does not include
      the death or Permanent Disability of Executive.

     

    "Permanent
      Disability" means the inability of Executive to perform his duties hereunder,
      as
      a result of any physical or mental incapacity, for 30 consecutive days or 60
      days during any twelve-month period, as determined by the Board.

     

    6.
      Covenants
      Not to Compete.

     

    6.1
      Executive agrees that for 18 months following termination of his employment
      with
      EVCI he will not, without EVCI's prior written approval, engage in any business
      activities that are competitive with any of the business activities then being
      conducted by EVCI within 75 miles of any college, school or office operated
      by
      EVCI.

     

    6.2
      During the 18 months following termination of his employment with EVCI,
      Executive shall not without the permission of EVCI, directly or indirectly,
      hire
      any employee of EVCI, or solicit or induce, or authorize any other person to
      solicit or induce, any employee of EVCI to leave such employ during the period
      of such employee’s employment with EVCI or within six-months following such
      employee's termination of employment with EVCI.

     

    6.3
      Sections 6.1 and 6.2 shall not apply to a termination of Executive's employment
      pursuant to Section 5.2.

     

    7.
      Covenant
      Regarding Confidentiality.
      All
      confidential information about the business and affairs of EVCI (including,
      without limitation, its secrets and information about its services, methods,
      business plans, technology and advertising programs and plans) constitutes
      "EVCI
      Confidential Information." Executive acknowledges that he will have access
      to,
      and knowledge of, EVCI Confidential Information, and that improper use or
      disclosure of EVCI Confidential Information by Executive, whether during or
      after the termination of his employment by EVCI, could cause serious injury
      to
      the business of EVCI. Accordingly, Executive agrees that he will forever keep
      secret and inviolate all EVCI Confidential Information which has or shall come
      into his possession and that he will not use the same for his own private
      benefit or directly or indirectly
      for the benefit of others, and that he will not discuss EVCI Confidential
      Information with any other person or organization, all for so long as EVCI
      Confidential Information is not generally known by, or accessible to, the
      public.

     

    
      
        
        

      

      
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    8.
      General.

     

    8.1
      This
      Agreement will be construed, interpreted and governed by the laws of the State
      of New York, without regard to the conflicts of law rules thereof.

     

    8.2
      The
      provisions set forth in Sections 2.3, 5.2, 5.3, 5.4, 6, 7 and 8 shall survive
      termination of this Agreement. All reference to EVCI in Sections 6 and 7 include
      EVCI's subsidiaries and other affiliates, if any.

     

    8.3
      This
      Agreement will extend to and be binding upon Executive, his legal
      representatives, heirs and distributees, and upon EVCI, its successors and
      assigns regardless of any change in the business structure of EVCI, be it
      through spin-offs merger, sale of stock, sale of assets or any other
      transaction. However, this Agreement is a personal services contract and, as
      such, Executive may not assign any of his duties or obligations
      hereunder.

     

    8.4
      This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof. No waiver, modification or change of any of the
      provisions of this Agreement will be valid unless in writing and signed by
      both
      parties. Any and all prior agreements between the parties written or oral
      relating to Executive's employment by EVCI are of no further force or
      effect.

     

    8.5
      The
      waiver of any breach of any duty, term or condition of this Agreement shall
      not
      be deemed to constitute a waiver of any preceding or succeeding breach of the
      same or any other duty, term or condition of this Agreement. If any provision
      of
      this Agreement is unenforceable in any jurisdiction in accordance with its
      terms, the provision shall be enforceable to the fullest extent permitted in
      that jurisdiction and shall continue to be enforceable in accordance with its
      terms in any other jurisdiction.

     

    8.6
      All
      notices pursuant to this Agreement shall be in writing and delivered personally
      receipt acknowledged (which shall include Federal Express, Express Mail or
      similar service) or sent by certified mail, return receipt requested, addressed
      to the parties hereto and shall be deemed given upon receipt, if delivered
      personally, and three days after mailing, if mailed, unless received earlier.
      Notices shall be addressed and sent to EVCI at its principal executive office
      and to Executive at his home address as it appears in EVCI's personnel
      records.

     

    8.7
      The
      parties agree that, in the event of any breach or violation of this Agreement,
      such breach of violation will result in immediate and irreparable injury and
      harm to the innocent party, who shall be entitled to the remedies of injunction
      and specific performance or either of such remedies, if available, as well
      as
      all other legal or equitable remedies, if available, plus reasonable attorneys
      fees and costs incurred in obtaining any such relief.

     

    
      
        
        

      

      
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    8.8
      The
      Section headings contained in this Agreement are for convenience of reference
      only and shall not be used in construing this Agreement.

     

    8.9
      This
      Agreement may be executed in counterparts, each of which will be deemed an
      original but all of which will together constitute one and the same
      agreement.

     

    IN
      WITNESS HEREOF, the parties have executed this Agreement as of the date first
      above written.

    


    
      
        	 	 	 
	 	EVCI
                CAREER
                COLLEGES HOLDING CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Dr.
                John
                J. McGrath
	 	
                
Name:
                Dr. John J. McGrath
	 	Title:
                Chief Executive Officer and President


      

      
        	 	 	 
	 	 
	 	By:  	/s/ Joseph
                D.
                Alperin
	 	
                
Joseph
                D. Alperin


      



     

    
      
        
        

      

      
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