EXHIBIT 10.31

                                [EVCI Letterhead]

Dr. John J. McGrath c/o
EVCI Career Colleges Holding Corp.
1 Van Der Donck Street, 2nd Floor
Yonkers, NY 10701

                                          March 31, 2005

Dear Dr. McGrath:


      This letter, when countersigned by you, amends your Employment Agreement
entered into as of January 1, 2003 with EVCI Career Colleges Holding Corp. (the
"Employment Agreement"). All defined terms in the Employment Agreement shall
have the same meanings herein. All references herein to a "section" means the
section of the Employment Agreement unless the context requires otherwise.

      1. In lieu of the first sentence of Section 2.1, the following is hereby
inserted:

      For his services pursuant to this Agreement, EVCI will pay Chief
Executive Officer ("CEO") a salary at the annual rate of $490,000 ("Salary").

      2. Section 2.2 is hereby renumbered 2.3 and the following is hereby added
as Section 2.2:

      2.2. EVCI will pay CEO an annual cash bonus and make an annual option
grant bonus based on the percentage increase in EVCI's consolidated income from
operations ("IFO") each fiscal year over the immediately preceding fiscal year.
Consolidated income from operations is determined after having accrued and,
therefore, expensed the full amount of all cash bonuses awarded or earned,
including pursuant to this Agreement, and after having expensed the compensation
cost of all outstanding options, including as required by SFAS 123(R) for
periods after EVCI is required to adopt SFAS 123(R). In computing income from
operations for the comparison of 2005 to 2004, the results from operating the
Pennsylvania School of Business, Inc. and any other acquisition made in 2005
shall be excluded.

            (a) If the percentage increase in IFO is 25%, the cash bonus will be
$ $490,000. If the percentage increase in IFO is more or less than 25%, the cash
bonus will be adjusted by multiplying $ 490,000 by a fraction, the numerator of
which is the percentage increase in IFO and the denominator of which is 25%.

<PAGE>

Dr. John J. McGrath
March 31, 2005

            (b) If the percentage increase in IFO is 25%, the number of shares
covered by the option grant will be 172,414. If the percentage increase in IFO
is more or less than 25%, the option grant will be adjusted by multiplying
172,414 by a fraction, the numerator of which is the percentage increase in IFO
and the denominator of which is 25%.

            (c) Option grants earned with respect to a fiscal year shall be made
promptly, but not less than 48 hours, after EVCI has publicly announced its
audited results of operations for the fiscal year and the enrollment numbers for
its schools for the spring semester of the immediately succeeding fiscal year.
The options that are granted will vest over three years in equal annual
installments and will otherwise be governed by EVCI's incentive stock plan in
effect and form of non-qualified stock option agreement in use pursuant to such
plan when the options are granted.

      3. Section 3 is hereby amended to provide that the Employment Term will
end on December 31, 2007.

      4. There is hereby added to Section 4.2:

         Executive and his wife and dependent children shall be entitled to 100
         percent reimbursement by EVCI of the portion of their medical and
         dental expenses not covered by insurance provided by EVCI.
         Notwithstanding the foregoing, EVCI shall provide Executive, at EVCI's
         cost, with long-term disability and accidental death and dismemberment
         insurance covering him, that is reasonably acceptable to Executive and
         the Board, and term life insurance coverage for the benefit of his
         designee(s) equal to three times his Salary. (All of the benefits to
         which Executive is entitled under this Section 4.2 are collectively
         "Benefits").

      5. Except as specifically amended above the Employment Agreement shall
remain in full force and effect.

                                          Very truly yours,

                                          EVCI CAREER COLLEGES HOLDING CORP.


                                          By:  /s/ Dr. Arol I. Buntzman
                                               ------------------------
                                               Dr. Arol I. Buntzman
                                               Chairman

Agreed:

/s/ Dr. John J. McGrath
-----------------------
Dr. John J. McGrath