**Exhibit
      10.65**





**Form
      of Convertible Note, Warrant and Purchase Agreement**


**Clarification
      Agreement**





**July
      26, 2007**





EVCI
      Career Colleges Holding Corp.


1
      Van Der
      Donck Street, 2 nd Floor


Yonkers,
      NY 10701





Ladies
      and Gentlemen:





Reference
      is made to the (i) Secured Convertible Promissory Note (the “Note”), dated May
      23, 2007, in the principal amount of $____________________, that was issued
      by
      EVCI Career Colleges Holding Corp. (“EVCI”, “Maker” or the “Company”) to
      _________________________ (the “Holder”), (ii) Common Stock Warrant to Purchase
      Common Stock of EVCI Career Colleges Holding Corp. (the “Warrant”), dated May
      23, 2007, to purchase up to __________________ shares of common stock that
      was
      issued by EVCI to the Holder and (iii) Securities Purchase Agreement, dated,
      April 24, 2007 that is referred to in the Note and Warrant as the “Purchase
      Agreement.” Capitalized terms used herein without definition shall have the
      meanings set forth in the Note, Warrant and Purchase Agreement, respectively,
      as
      the context requires.




As
      the
      result of certain questions that have arisen regarding the accounting treatment
      applicable to each of the Note and Warrant, EVCI and the Holder deem it
      necessary and desirable to amend the Note and Warrant to clarify that the Holder
      shall not have the right to receive any net cash settlement under the Note
      (that
      exceeds the cash payable upon an Event or Default under Section 7 of the Note)
      or the Warrant, in the event the Shareholder Authorization is not obtained.





1.  Section
      8(b) of the Note is hereby clarified by adding the following as the last
      sentence thereof:





The
      Maker
      shall have no obligation to pay the Holder any cash or other consideration
      or
      otherwise “net cash settle” the conversion feature of the Note if Maker is
      unable to obtain the Share Authorization; provided, however, the Holder shall
      not be prevented from seeking or receiving damages in cash if the Share
      Authorization is not obtained because the Company has failed to use its
“reasonable best efforts” in violation of Section 4.12 of the Purchase Agreement
      or the Company did not “reasonably believe holding the Stockholders Meeting
      could result in a violation of applicable law” in violation of Section 4.15(a)
      of the Purchase Agreement or because the Board withdrew, modified or amended
      its
      Board Recommendation in violation of Section 4.15(b) of the Purchase
      Agreement.









Convertible
      Note, Warrant and Purchase Agreement,


Clarification
      Agreement


July
      26,
      2007


Page
      2




2. The
      Warrant is hereby clarified by adding the following Section:





16. No
      Net
      Cash Settlement .
      The
      Company shall have no obligation to pay the Holder any cash or other
      consideration or otherwise “net cash settle” the Warrant if the Company is
      unable to obtain the Share Authorization; provided, however, the Holder shall
      not be prevented from seeking or receiving damages in cash if the Share
      Authorization is not obtained because the Company has failed to use its
“reasonable best efforts” in violation of Section 4.12 of the Purchase Agreement
      or the Company did not “reasonably believe holding the Stockholders Meeting
      could result in a violation of applicable law” in violation of Section 4.15(a)
      of the Purchase Agreement or because the Board withdrew, modified or amended
      its
      Board Recommendation in violation of Section 4.15(b) of the Purchase
      Agreement.





3.  Except
      as
      amended hereby, the provisions of the Note, Warrant and Purchase Agreement
      shall
      remain in full force and effect in accordance with their terms. All references
      in the Note and Warrant to the Purchase Agreement shall be deemed to include
      this Clarification Agreement.





Upon
      your
      signing and returning to the undersigned the duplicate copy of this letter
      enclosed herewith, this Clarification Agreement shall constitute our entire
      agreement with respect to its subject matter.




Very
                truly yours,




Confirmed
      and agreed to as


of
      July
      26, 2007:





**EVCI
      Career Colleges Holding Corp.**








By





Name:


Title: