EXHIBIT 10.2


                                    GUARANTEE



                   New York, New York      July 12, 2002



     In order to induce Rosenthal & Rosenthal, Inc. (herein called "Rosenthal")
to make loans, advances or other commitments or grant other financial
accommodations to or for the account of (or in reliance on the credit of) EVCI
CAREER COLLEGES INCORPORATED (herein called "Obligor") and for other good and
valuable considerations received, the undersigned irrevocably and
unconditionally guarantees to Rosenthal payment when due, whether by
acceleration or otherwise, of any and all Obligations of the Obligor to
Rosenthal. The term "Obligations" shall mean all obligations, liabilities and
indebtedness of the Obligor to Rosenthal or an affiliate of Rosenthal, however
evidenced, now or hereafter arising under a certain Promissory Note of even date
herewith in the principal amount of $550,000, between Rosenthal and Obligor,
(the "Note"), and including (without limitation) all of Rosenthal's charges,
commissions, fees, interest, expenses, costs and attorneys' fees chargeable to
Obligor in connection therewith. In addition, the undersigned agrees to
indemnify Rosenthal against any loss, damage or liability because of any
wrongful acts or fraud of the Obligor.

     The undersigned waives notice of acceptance of this guarantee and notice of
any liability to which it may apply, and waives presentment, demand for payment,
protest, notice of dishonor or nonpayment of any Obligations, or suit or taking
other action by Rosenthal against, and any other notice to, any party liable
thereon (including the undersigned). Rosenthal may at any time and from time to
time (whether or not after revocation or termination of this guarantee) without
the consent of, or notice to, the undersigned, without incurring responsibility
to the undersigned, without impairing or releasing the obligations of the
undersigned hereunder, upon or without any terms or conditions and in whole or
in part: (1) change the manner, place or terms of payment, and/or change or
extend the time of payment of, renew or alter, any Obligation, any security
therefor, or any liability incurred directly or indirectly in respect thereof,
and the guarantee herein made shall apply to the Obligations as so changed,
extended, renewed or altered; (2) sell, exchange, release, surrender, realize
upon or otherwise deal with in any manner and in any order any property by
whomsoever at any time pledged or mortgaged to secure, or howsoever securing,
the liabilities hereby guaranteed or any liabilities (including any of those
hereunder) incurred directly or indirectly in respect thereof or hereof, and/or
offset thereagainst; (3) exercise or refrain from exercising any rights against
the Obligor or others (including the undersigned) or otherwise act or refrain
from acting; (4) settle or compromise any Obligation, any security therefor or
any liability (including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, and may subordinate the payment of all or any part
thereof to the payment of any liability (whether due or not) of the Obligor to
creditors of the Obligor other than Rosenthal and the undersigned: and (5) apply
any sums by whomsoever paid or howsoever realized to any Obligation to Rosenthal
regardless of what liability or liabilities of the Obligor remain unpaid.

     No invalidity, irregularity or unenforceability of all or any part of the
liabilities hereby guaranteed or of any security therefor shall affect, impair
or be a defense to this guarantee. The liability of the undersigned hereunder is
primary and unconditional and shall not be subject to any offset, defense or
counterclaim of the Obligor. This guarantee is a continuing one and all
liabilities to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon. The books and
records of Rosenthal shall be admissible as prima facie evidence of the
Obligations. As to each of the undersigned, this guarantee shall continue until
written notice of revocation signed by such undersigned, or until written notice
of the death of such undersigned shall in each case have been actually received
by Rosenthal, notwithstanding a revocation by, or the death of, or complete or
partial release for any cause of any one or more of the remainder of the
undersigned or of the Obligor, or of any one liable in any manner for the
liabilities hereby guaranteed, or for the liabilities (including those herein)
incurred directly or indirectly in respect thereof or hereof, and
notwithstanding the dissolution, termination or increase, decrease or change in
personnel of any one or more of the undersigned which may be partnerships or
corporations.

     No revocation or termination hereof shall affect in any manner rights
arising under this guarantee with respect to (a) Obligations which shall have
been created, contracted, assumed or incurred prior to receipt by Rosenthal of
written notice of such revocation or termination or (b) Obligations which shall
have been created, contracted, assumed or incurred after receipt of such written
notice pursuant to any contract entered into by the Obligor or by Rosenthal for
the benefit of the Obligor prior to receipt by Rosenthal of such notice, or to
protect, preserve or realize upon any security for any Obligations; and the sole
effect of revocation or termination hereof shall be to exclude from this
guarantee liabilities thereafter arising which are unconnected with liabilities
theretofore arising or with transactions theretofore entered into.

<PAGE>

     At any time afer the happening of any Default, as defined in the Note,
Rosenthal may, without notice to the Obligor or any of the undersigned, make the
Obligations, whether or not then due, immediately due and payable, and Rosenthal
shall be entitled to enforce the obligations of the undersigned hereunder. All
sums of money at any time to the credit of the undersigned with Rosenthal and
any of the property of the undersigned at any time in the possession of
Rosenthal may be held by Rosenthal as security for any and all obligations of
the undersigned hereunder, notwithstanding that any of said money or property
may have been deposited, pledged or delivered by the undersigned for any other,
different or specific purpose. Any and all claims of any nature which the
undersigned may now or hereafter have against the Obligor are hereby
subordinated to the full payment to Rosenthal of the Obligations and are hereby
assigned to Rosenthal as additional collateral security therefor.

     In the event Rosenthal takes any action, including retaining attorneys, for
the purpose of effecting collection of the Obligations or of any liabilities of
the undersigned hereunder, or protecting any of Rosenthal's rights hereunder,
the undersigned shall pay all costs and expenses of every kind for protection of
the rights of Rosenthal or for collection of the Obligations or such
liabilities, including reasonable attorneys' fees.

     If claim is ever made upon Rosenthal for repayment or recovery of any
amount or amounts received by Rosenthal in payment or on account of any of the
Obligations and Rosenthal repays all or part of said amount by reason of (a) any
judgment, decree or order of any Court or administrative body having
jurisdiction over Rosenthal or any of its property, or (b) any settlement or
compromise of any such claim effected by Rosenthal with any such claimant
(including the Obligor), then and in such event the undersigned agrees that any
such judgment, decree, order, settlement or compromise shall be binding upon the
undersigned, notwithstanding any revocation or release hereof or the
cancellation of any note or other instrument evidencing any of the Obligations,
or any release of any such liability of the Obligor, and the undersigned shall
be and remain liable to Rosenthal hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by Rosenthal. The provisions of this paragraph shall survive, and
continue in effect, notwithstanding any revocation or release hereof, unless
such revocation or release shall specifically refer to this paragraph.

     No delay on the part of Rosenthal in exercising any of its options, powers
or rights, or partial or single exercise thereof, shall constitute a waiver
thereof. No waiver of any of its rights hereunder, and no modification or
amendment of this guarantee, shall be deemed to be made by Rosenthal unless the
same shall be in writing, duly signed on behalf of Rosenthal, and each such
waiver, if any, shall apply only with respect to the specific instance involved,
and shall in no way impair the rights of Rosenthal or the obligations of the
undersigned to Rosenthal in any other respect or at any other time. Until
payment in full of the Note, the undersigned shall have no right (whether by
contract or by operation of law) of subrogation, restitution, indemnification,
reimbursement or any other or similar rights of a surety against the Obligor or
any of its assets or property or any security held for any liabilities of the
Obligor.

     This guarantee and the rights and obligations of Rosenthal and of the
undersigned hereunder shall be governed and construed in accordance with the
laws of the State of New York; and this guarantee is binding upon the
undersigned, his, her, their or its executors, administrators, successors or
assigns, and shall inure to the benefit of Rosenthal, its successors or assigns.
THE UNDERSIGNED AGREES AND DOES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST THE UNDERSIGNED ON ANY MATTERS
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTEE, AND THE
UNDERSIGNED HEREBY CONSENTS TO THE JURISDICTION OF THE SUPREME COURT OF THE
STATE OF NEW YORK, NEW YORK COUNTY FOR A DETERMINATION OF ANY DISPUTE AS TO ANY
SUCH MATTERS AND AUTHORIZES THE SERVICE OF PROCESS ON THE UNDERSIGNED BY
REGISTERED MAIL SENT TO THE UNDERSIGNED AT THE ADDRESS OF THE UNDERSIGNED
HEREINBELOW SET FORTH.

     Any acknowledgement, new promise, payment of principal or interest or other
act by the Obligor and others, with respect to the Obligations, shall be deemed
to be made as agent of the undersigned for the purposes hereof, and shall, if
the statute of limitations in favor of the undersigned against Rosenthal shall
have commenced to run, toll the running of such statute of limitations, and if
such statute of limitations shall have expired, prevent the operation of such
statute.


<PAGE>

     The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "undersigned" wherever used herein shall mean the
undersigned or any one or more of them. Any one signing this guarantee shall be
bound hereby, whether or not any one else signs this guarantee at any time. The
term "Rosenthal" includes any agent of Rosenthal acting for it.



ATTEST:                                 INTERBORO INSTITUTE, INC.



/s/ Richard Goldenberg                  By: /s/ Stephen H. Adolphus
__________________________________         _____________________________________
Richard Goldenberg, Secretary                   Stephen H. Adolphus, President

[Corporate Seal]                        450 WEST 56TH STREET, NEW YORK, NY 10019





<PAGE>

STATE OF New York, COUNTY OF New York



On the 12th day of July, 2002, before me personally came STEPHEN H. ADOLPHUS to
me known, who being by me duly sworn, did depose and say that he resides at
39-17 45th Street, Sunnyside, New York 11109, he is the President of INTERBORO
INSTITUTE, INC., the corporation described in and which executed the foregoing
Guarantee of obligations of EVCI Career Colleges Incorporated to Rosenthal &
Rosenthal, Inc., that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he signed his name
thereto by like order.



/s/Aleksandra S. Spalevic
_________________________________

Notary Public

ALEKSANDRA S. SPALEVIC
NOTARY PUBLIC, State of New York

          No. 01SP5085314
    Qualified in New York County
Commission Expires September 22, 2005