EXHIBIT 10.4

                                    FORM OF

                        EVCI CAREER COLLEGES INCORPORATED

                 SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT


EVCI Career Colleges Incorporated
35 East Grassy Sprain Road, Suite 200
Yonkers, New York 10701

Ladies and Gentlemen:

     I understand EVCI Career Colleges Incorporated ("EVCI" or the "COMPANY") is
offering to accredited investors, in a private placement (the "OFFERING"), EVCI
Common Stock ("SHARES") and Common Stock Purchase Warrants ("WARRANTS"). A
Warrant to purchase one share of EVCI's common stock will be issued for each
four Shares purchased. The purchase price of the Shares and related Warrants
will be the average closing bid price, as reported by Nasdaq, of EVCI's common
stock for the ten consecutive trading days ending on the Closing Date (the
"PURCHASE PRICE"). The Shares and Warrants are sometimes collectively referred
to as "UNITS." A summary of the terms of the Offering is set forth in the Term
Sheet attached as Exhibit A to this Agreement (the "TERM SHEET"). The Form of
Warrant is Exhibit B to this Agreement. References below to the "SECURITIES"
include the Shares, Warrants and the Common Stock of EVCI issuable upon exercise
of the Warrants (the "WARRANT SHARES"), unless the context requires otherwise.

     1. SUBSCRIPTION; CLOSING.

        (a) I hereby tender to EVCI this subscription and full payment of the
Purchase Price specified on the signature page to this Agreement, by check
payable to EVCI CAREER COLLEGES INCORPORATED or by wire transfer to EVCI's
account in accordance with instructions separately provided. My total
subscription is for not less than the number of shares and Warrants that
$500,000 will purchase in the Offering (unless EVCI in its sole discretion
otherwise agrees).

        (b) The closing of Offering will occur on the date when subscriptions
for $2,000,000 have been received and accepted by EVCI (the "CLOSING").

     2. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES. I hereby represent and
warrant to the Company as follows:

        (a) I understand that the Securities have not been registered under the
Securities Act of 1933, as amended ("Securities ACT"), or any state securities
laws in reliance on exemptions for private offerings; the Securities cannot be
resold or otherwise disposed of unless they are subsequently registered under
the Securities Act and applicable state securities laws or an exemption from
registration is available, and that the Securities will bear a restrictive
legend to such effect; I will have no rights to require that the Securities be
registered under the Securities Act or any state securities laws, except as
provided below; I may have to hold the Securities indefinitely and it may not be
possible for me to liquidate my investment in the Company.

        (b) I understand that my purchase of the Securities is a speculative
investment which involves a high degree of risk, including the potential loss of
my entire investment in the Company.

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        (c) I am an accredited investor as that term is defined in Regulation D
under the Securities Act.

        (d) I, myself, or, together with my advisor(s), if any, have such
knowledge and experience in financial matters, including investments in
securities that are restricted as to their transferability, that, alone or
together with such advisor(s), I am capable of evaluating the risks and merits
of an investment in the Securities and of making an informed investment
decision.

        (e) The address set forth below is my correct home address or, if I am
other than an individual, the correct address of my principal office and I have
no present intention of changing such address. If an individual, I am at least
21 years old.

        (f) If I am a corporation, partnership or other entity, I am duly
authorized to purchase and hold the Securities.

        (g) All documents, records and other materials pertaining to an
investment in the Company which were requested by me or my advisor(s) have been
made available or delivered as requested.

        (h) I have reviewed and understand the Term Sheet. I or my advisor(s)
have had an opportunity to ask questions of and receive answers from
representatives of the Company concerning the terms and conditions of the
Offering and the financial condition and prospects of the Company and to obtain
any additional information necessary to verify the accuracy of the information
provided to me or my advisor(s) by the Company.

        (i) I am subscribing for the Securities solely for my own account, for
investment and not with a view to or for the resale, assignment, distribution,
subdivision or fractionalization thereof. No other person has a direct or
indirect beneficial interest in the Securities.

        (j) I understand that the documents delivered to me by the Company in
connection with the Offering (collectively, the "OFFERING MATERIALS") have not
been approved or disapproved by the Securities and Exchange Commission (the
"SEC") or any state securities SEC nor has any such SEC passed upon the accuracy
or adequacy of the Offering Materials or the fairness of the Offering. Any
representation to the contrary is unlawful.

        (k) I am relying upon my own counsel, accountant and/or business
advisor(s) concerning legal, tax, business and related aspects of my
subscription hereunder and my investment in the Company.

        (l) My overall commitment to investments which are not readily
marketable is not disproportionate to my net worth and my investment in the
Securities will not cause such overall commitment to become excessive.

     3. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company hereby represents
and warrants to me as follows:

        The Company represents and warrants to me that:

        (a) ORGANIZATION AND QUALIFICATION. The Company and its subsidiaries are
corporations duly organized and validly existing in good standing under the laws
of the jurisdiction in which they are incorporated, and have the requisite
corporate power to own their properties and to carry on their businesses as now
being conducted. Each of the Company and its subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in

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good standing would not have a Material Adverse Effect. "MATERIAL ADVERSE
EFFECT" means any material adverse effect on (i) the business, properties,
operations, condition (financial or otherwise), or results of operations of the
Company and its subsidiaries, taken as a whole, or (ii) on the ability of the
Company to perform its obligations hereunder, or under the Notes or the
Warrants.

        (b) AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS. The
Company has the requisite corporate power and authority to enter into and
perform this Agreement, to issue, sell and perform its obligations with respect
to the Shares and Warrants in accordance with the terms hereof, and to issue the
Warrant Shares upon exercise of the Warrants, in accordance with the terms of
the Warrants. The execution and delivery of this Agreement by the Company and
the consummation by it of the transactions contemplated hereby, including,
without limitation, the issuance of the Notes and the Warrants and the
reservation for issuance and the issuance of the Warrant Shares, have been duly
authorized by the Company's Board of Directors and no further consent or
authorization is required by the Company, its Board of Directors or its
stockholders. This Agreement constitutes and, upon their issuance and delivery,
the Warrants will constitute, the valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as such
enforceability may be limited by general principles of equity or laws relating
to, or affecting generally, the enforcement of creditors' rights and remedies
and except to the extent enforcement of the indemnification and contribution
provisions contained in this Agreement may be limited by applicable securities
laws.

        (c) CAPITALIZATION. As of the date hereof, the authorized capital stock
of the Company consists of 20,000,000 shares of Common Stock, of which, as of
July 14, 2003, 6,458,864 shares were issued and outstanding, and 1,000,000
shares of preferred stock, of which, as of July 14, 2003, 101,400 shares of
Series B 7% convertible Preferred Stock were issued and outstanding. All of such
outstanding shares have been validly issued and are fully paid and
nonassessable. No shares of Common Stock or preferred stock are subject to
preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company.

        (d) ISSUANCE OF SECURITIES. The Warrants are duly authorized and, upon
issuance in accordance with the terms hereof, the Warrants will be validly
issued, fully paid and non-assessable, and will be free from all taxes, liens
and charges with respect to the issue thereof. The number of shares of Common
Stock necessary to provide for the issuance of the Warrant Shares (assuming such
exercise took place upon their original issuance) in accordance with the terms
of this Agreement, have been duly authorized and reserved for issuance upon
exercise of the Warrants. Upon exercise in accordance with the Warrants, as
applicable, the Warrant Shares will be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof, with the holders being entitled to all rights accorded to a
holder of Common Stock.

        (e) NO CONFLICTS; COMPLIANCE. The execution, delivery and performance of
this Agreement, the performance by the Company of its obligations under the
Warrants and the consummation by the Company of the transactions contemplated
hereby and thereby will not (i) result in a violation of the Company's
Certificate of Incorporation or By-laws or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, indenture or instrument
to which the Company or any of its subsidiaries is a party, or, assuming the
accuracy of the representations and warranties made to the Company by all of the
subscribers for Units, result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and
regulations and the rules and regulations of the NASDAQ SmallCap Market)

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applicable to the Company or any of its subsidiaries or by which any of their
property or assets. Except as required under the Securities Act and applicable
state securities laws, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental or regulatory or self-regulatory agency in order for it to execute,
deliver or perform any of its obligations contemplated by this Agreement, the
Warrants or in accordance with the terms hereof or thereof. The Company is not
in violation of the listing requirements of the Nasdaq SmallCap Market.

        (f) SEC DOCUMENTS; FINANCIAL STATEMENTS. Since January 1, 2002, the
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") (all of
the foregoing filed prior to the date hereof and all exhibits included therein
and financial statements and schedules thereto and documents incorporated by
reference therein being hereinafter referred to as the "SEC DOCUMENTS"). As of
their respective dates, the SEC Documents complied in all material respects with
the requirements of the Exchange Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied during the
periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).

        (g) ABSENCE OF CERTAIN CHANGES. Since March 31, 2003, there has been no
material adverse change and no material adverse development in the business,
properties, operations, financial condition or results of operations of the
Company and its subsidiaries.

        (h) ABSENCE OF LITIGATION. Except as disclosed under Item 3 of EVCI's
10-KSB for its year ended December 31, 2002, and under Item 5 of EVCI's 10-QSB
for its quarter ended March 31, 2003, as of the date thereof, there is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company or any of its subsidiaries, threatened
against or affecting the Company or its subsidiaries or their respective
directors or officers, or the Common Stock, wherein an unfavorable decision,
ruling or finding could individually or in the aggregate have a Material Adverse
Effect.

        (i) NO GENERAL SOLICITATION. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D under the Securities Act) in connection with the offer or sale of
any of the Units offered hereby.

        (j) INTERNAL ACCOUNTING CONTROLS. The Company and each of its
subsidiaries maintain a system of internal accounting controls sufficient, in
the judgment of the Company's board of directors, to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management's general or

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specific authorization and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

        (k) TAX STATUS. The Company and each of its subsidiaries has made or
filed all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith,
and has set aside on its books provision reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.

     4. SURVIVAL; INDEMNIFICATION.

        (a) SURVIVAL. The representations and warranties in this Agreement shall
survive the Closing for a period of two years, when they shall expire together
with any right to indemnification in respect thereof, except to the extent
notice asserting a claim for breach of a representation or warranty shall have
been given to the indemnifying party prior to such expiration.

        (b) INDEMNIFICATION. You and I agree to hold the other and the other's
officers, directors, employees, agents, counsel and controlling persons (and
their heirs, representatives, successors and assigns) harmless and to indemnify
them against all liabilities, costs and expenses (including reasonable
attorney's fees and expenses) incurred by them as a result of any breach of this
agreement by the other. The provisions of Section 5.4(c) shall apply with
respect to third party claims.

     5. REGISTRATION RIGHTS.

        5.1 CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:

            "COMMON STOCK" means the Common Stock, $.0001 par value, of the
Company, as constituted as of the date of this Agreement.

            "INVESTORS" means the purchasers of the Units.

            "REGISTRATION STATEMENT" means a registration statement of the
Company filed on an appropriate form under the Securities Act providing for the
registration, and the sale on a continuous or delayed basis by the holders, of
all of the Restricted Stock pursuant to Rule 415 under the Securities Act,
including (unless the context requires otherwise) the prospectus contained
therein and forming a part thereof, any amendments to such registration
statement and supplements to such prospectus, and all exhibits to and other
material incorporated by reference in such registration statement and
prospectus.

            "RESTRICTED STOCK" means the Shares and Warrant Shares, and any
shares of capital stock issued or issuable to the Investors with respect to such
Warrant Shares as a result of any adjustment made under the Warrants, until they
are (a) resold under and in accordance with the Securities Act pursuant to the
Registration Statement or (b) saleable without restriction pursuant to Rule
144(k) under the Securities Act.

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            "WARRANT SHARES" means shares of Common Stock issued upon exercise
of Warrants.

        5.2 REGISTRATION PROCEDURES.

            (a) The Company shall use its best efforts to prepare and, on or
prior to the 90th day following the Closing, file with the SEC a Registration
Statement on Form S-3 (or, if such form is unavailable for such a registration,
on such other form as is available for such a registration), covering the resale
of all of the Restricted Stock, which Registration Statement shall state that,
in accordance with Rule 416 under the Securities Act, it also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon exercise of the Warrants to prevent dilution resulting from stock splits,
stock dividends, recapitalizations, reclassifications or similar transactions.
The Registration Statement shall initially register for resale that number of
shares of Common Stock equal to the number of shares of Restricted Stock
issuable as of the date immediately preceding the date the Registration
Statement is initially filed with the SEC as if such date of registration was a
date on which all the Warrants were exercised, subject to adjustment as provided
therein. Such registered shares of Common Stock shall be allocated among the
Investors pro rata based on the total number of shares of Restricted Stock
issued or issuable as of each date that a Registration Statement, as amended,
relating to the resale of the Restricted Stock is declared effective by the SEC.

            (b) In connection with the Registration Statement, the Company
shall:

                (i) use its best efforts to cause the Registration Statement to
be declared effective within 90 days after its initial filing with the SEC the
and to remain effective for the period specified in Section 5.2(c);

                (ii) prepare and file with the SEC such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement continuously
effective, pursuant to Rule 415, for the period specified in Section 5.2(c) and
comply with the provisions of the Securities Act with respect to the disposition
of all Restricted Stock covered by the Registration Statement in accordance with
the sellers' intended method of disposition set forth in the Registration
Statement for such period; PROVIDED, HOWEVER, notwithstanding the foregoing
provisions of this Section 5.2(b)(ii), the Company may suspend the use of the
Registration Statement for a period not to exceed 60 days (whether or not
consecutive) in any 12-month period if the Board of Directors of the Company
determines in good faith (after consulting with the Company's counsel and, if
appropriate, its independent auditors) that because of valid and material
business developments (which, under applicable securities laws, would be
required to be disclosed in an amendment to the prospectus), including pending
mergers or other business combination transactions, the planned acquisition or
divestiture of assets, pending material corporate developments and similar
events, it is advisable to suspend such use, and prior to or contemporaneously
with suspending such use the Company provides the Investors with written notice
of such suspension, which notice need not specify the nature of the event giving
rise to such suspension; at the end of any such suspension period, the Company
shall provide the Investors with written notice of the termination of such
suspension;

                (iii) permit each seller of Restricted Stock to review and
comment upon the Registration Statement and all amendments and supplements
thereto at least three days prior to their filing with the SEC;

                (iv) furnish to each seller of Restricted Stock and to each
underwriter (to the extent that a majority of the holders of Restricted Stock
elect to use an underwriter) such number of copies of the Registration Statement
and the prospectus included therein (including each preliminary prospectus) as
such persons reasonably may request in order to facilitate the public sale or
other disposition of the Restricted Stock covered by the Registration Statement;

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                (v) use its best efforts to register or qualify the Restricted
Stock covered by the Registration Statement under the securities or "blue sky"
laws of such jurisdictions as the sellers of Restricted Stock or, in the case of
an underwritten public offering, the managing underwriter, reasonably shall
request; PROVIDED, HOWEVER, that the Company shall not for any such purpose be
required to qualify generally to transact business as a foreign corporation in
any jurisdiction where it is not so qualified or to consent to general service
of process in any such jurisdiction;

                (vi) promptly notify each seller of the Restricted Stock and
each underwriter (to the extent that a majority of the holders of Restricted
Stock elect to use an underwriter) participating in any distribution pursuant to
the Registration Statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event
of which the Company has knowledge and as a result of which the prospectus
contained in the Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; and

                (vii) make available for inspection by each seller of Restricted
Stock, any underwriter (to the extent that a majority of the holders of
Restricted Stock elect to use an underwriter) participating in any distribution
pursuant to the Registration Statement, and any attorney, accountant or other
agent retained by such seller or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with the Registration Statement.

              (c) For purposes of subsections 5.2(b)(i) and (ii), the period of
distribution of Restricted Stock in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it, and the period of distribution
of Restricted Stock in any other registration shall be deemed to extend until
the earliest of (i) the date as of which the Investors may sell all of the
Restricted Stock without restriction pursuant to Rule 144(k) promulgated under
the Securities Act (or successor thereto), (ii) the date on which (x) the
Investors shall have sold all the Restricted Stock and (y) none of the Warrants
is outstanding, or (iii) the date which is one year after the Warrants have been
exercised in full.

              (d) Each seller of Restricted Stock agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described
in subsection 5.2(b)(ii), such seller will immediately discontinue disposition
of Restricted Stock pursuant to the prospectus included in the Registration
Statement until such seller's receipt of the copies of the supplemented or
amended prospectus contemplated by subsection 5.2(b)(ii), and, if so directed by
the Company, such seller will deliver to the Company all copies, other than
permanent file copies then in such seller's possession, of the most recent
prospectus covering such Restricted Stock at the time of receipt of such notice.
If the Company shall give such notice, the Company shall extend the period
during which the Registration Statement shall be maintained effective by the
number of days during the period from and including the date of the giving of
notice pursuant to subsection 5.2(b)(ii) to the date when the Company shall make
available to such seller a prospectus supplemented or amended to conform with
the requirements of subsection 5.2(b)(ii).

              (e) In connection with each registration hereunder, the sellers of
Restricted Stock will furnish to the Company in writing such information with
respect to themselves and the proposed distribution by them, as reasonably shall
be necessary and reasonably requested by the Company's counsel in writing, in
order to assure compliance with federal and applicable state securities laws.

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              (f) In the event the public offering of the Restricted Stock is
underwritten, the Company and each seller of Restricted Stock agrees to enter
into a written agreement with the managing underwriter selected by a majority of
the holders of Restricted Stock (assuming exercise of the outstanding Warrants
as of the date the Registration Statement is initially filed with the SEC) and
approved by the Company which approval shall not be unreasonably withheld or
delayed, in such form and containing such provisions as are customary in the
securities business for such an arrangement between such underwriter and
companies of the Company's size and investment stature.

          5.3 EXPENSES. All expenses incurred by the Company in complying with
Section 5.2, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including counsel fees) incurred
in connection with complying with state securities or "blue sky" laws, fees of
the National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars, and costs of issuing Restricted Stock, but
excluding any Selling Expenses and fees and disbursements of any counsel, or any
accountant or agent of, a seller of Restricted Stock, are called "REGISTRATION
EXPENSES." All underwriting discounts and selling commissions applicable to the
sale of Restricted Stock are called "SELLING EXPENSES."

        The Company will pay all Registration Expenses and the sellers of
Restricted Stock will pay all Selling Expenses.

        5.4 INDEMNIFICATION AND CONTRIBUTION.

            (a) In connection with the registration and sale of the Restricted
Stock pursuant to the Registration Statement, to the fullest extent permitted by
law, the Company will indemnify and hold harmless each seller of such Restricted
Stock thereunder together with such seller's officers, directors, partners,
employees and agents, each underwriter of such Restricted Stock thereunder and
each other person, if any, who controls such seller or underwriter within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such seller and such seller's officers,
directors, partners, employees and agents, underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any other law, including, without
limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Restricted Stock pursuant to the
Registration Statement (but not such seller's failure to comply with the
prospectus delivery requirements or other rules and regulations under the
Exchange Act relating to such seller's conduct in offering and selling
Restricted Stock). The Company will promptly reimburse each such seller, each
such underwriter and each such controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, PROVIDED, HOWEVER,
that the Company will not be liable in any such case if and to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by any such seller, any such
underwriter or any such controlling person in writing specifically for use in
the Registration Statement or such prospectus. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party.

              (b) In connection with the registration and sale of Restricted
Stock pursuant to the Registration Statement, each seller of such Restricted
Stock thereunder, severally and not jointly, will indemnify and hold harmless

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the Company, each person, if any, who controls the Company within the meaning of
the Securities Act, each officer of the Company who signs the Registration
Statement, each director of the Company, each underwriter and each person who
controls any underwriter within the meaning of the Securities Act, against all
losses, claims, damages or liabilities, joint or several, to which the Company
or such officer, director, underwriter or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereof, or (ii)
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will promptly reimburse the Company and each such officer, director, underwriter
and controlling person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action, PROVIDED, HOWEVER, that such seller will be liable
hereunder in any such case if and only to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information pertaining to such seller, as such, furnished
in writing to the Company by such seller specifically for use in the
Registration Statement or such prospectus, and PROVIDED, FURTHER, HOWEVER, that
the liability of each seller hereunder shall be limited to the proportion of any
such loss, claim, damage, liability or expense which is equal to the proportion
that the public offering price of the shares sold by such seller under the
Registration Statement bears to the total public offering price of all
securities sold thereunder, but not in any event to exceed the net proceeds
received by such seller from the sale of Restricted Stock covered by such
registration statement.

              (c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 5.4 and shall only
relieve it from any liability which it may have to such indemnified party under
this Section 5.4 if and to the extent the indemnifying party is prejudiced by
such omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 5.4 for any legal expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so selected,
PROVIDED, HOWEVER, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the indemnifying
party or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, the indemnified party
shall have the right to select a separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as incurred.

              (d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i) any
seller of Restricted Stock pursuant to the Registration Statement, or any
controlling person of any such holder, makes a claim for indemnification
pursuant to this Section 5.4 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration

                                       9
<PAGE>

of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 5.4 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any such selling holder
or any such controlling person in circumstances for which indemnification is
provided under this Section 5.4, then, and in each such case, the Company and
such holder will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
such proportion so that such holder is responsible for the portion represented
by the percentage that the public offering price of its Restricted Stock offered
by the registration statement bears to the public offering price of all
securities offered by such registration statement, and the Company is
responsible for the remaining portion; PROVIDED, HOWEVER, that, in any such
case, (A) no such holder will be required to contribute any amount in excess of
the public offering price of all such Restricted Stock offered by it pursuant to
such registration statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.

        5.5 REMEDIES. The Company acknowledges that there is no adequate remedy
at law for failure by it to comply with the provisions of this Section 5 and
that such failure would not be adequately compensable in damages, and therefore
agrees that its agreements contained in this Section 5 may be specifically
enforced. In the event that the Company shall fail to file such Registration
Statement when required pursuant to Section 5.2(a) above or to keep any
Registration Statement effective as provided in Section 5.2(b) or otherwise
fails to company with its obligations and agreements in this Section 5, then, in
addition to any other rights or remedies an Investor may have at law or in
equity, including without limitation, the right of rescission, the Company shall
indemnify and hold harmless such Investor from and against any and all manner of
loss which it may incur as a result of such a failure. In addition, the Company
shall also reimburse such investor for any and all reasonable legal fees and
expenses incurred by it in enforcing its rights pursuant to this Section 5,
regardless of whether any litigation was commenced.

     6. MARKET STANDOFF. In connection with an underwritten public offering by
the Company of at least $5 million in total offering price, if any, I hereby
agree to be subject to a lockup for up to 180 days following the effective date
of the Company's registration statement filed with the SEC in connection with
the offering as required by the underwriter(s) thereof. During such period, I
agree not to sell, transfer or hypothecate any securities of the Company without
the prior written consent of the underwriter(s). This provision is
self-operating but I agree to execute and furnish directly to, and for the
express benefit of, the underwriter(s) any confirmation requested by the
underwriter(s).

     7. REVOCATION. I agree that I cannot cancel, terminate or revoke this
Agreement or any of my agreements hereunder and that, if I am an individual,
this Agreement shall survive my death or disability, except as provided by any
applicable laws.

     8. MISCELLANEOUS.

        (a) All notices or other communications given or made hereunder shall be
in writing and shall be delivered by hand, against written receipt (which shall
include delivery by Federal Express or similar service), or sent by telecopier,
receipt confirmed, or mailed by registered or certified mail, return receipt
requested, postage prepaid, to me at my address set forth below and to the
Company at its address set forth above, with a copy to Fischbein Badillo Wagner
Harding, 909 Third Avenue, New York, New York 10022, Attn: Joseph D. Alperin,
Esq. Notices shall be deemed given on the date of receipt or, if mailed, three
business days after mailing, except notices of change of address, which shall be
deemed given when received.

                                       10
<PAGE>

        (b) Notwithstanding the place where this Agreement may be executed by me
or the Company, we agree that all the terms and provisions hereof shall be
construed in accordance with and governed by the laws of the State of New York
without regard to principles of conflict of laws.

        (c) This Agreement constitutes the entire agreement between us with
respect to the subject matter hereof and may be amended only by a writing
executed by each of us.

        (d) This Agreement (including, but not limited to the provisions of
Section 7) shall be binding upon and inure to the benefit of each of us and our
respective heirs, legal representatives, successors and assigns.

        (e) We each hereby submit to the non-exclusive jurisdiction of the
courts located in the County of Westchester with respect to any action or legal
proceeding commenced by either of us with respect to this Agreement or to the
Securities. Each of us irrevocably waives any objection it, he or she, now has
or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an
inconvenient forum and consents to the service of process in any such action or
proceeding by means of registered or certified mail, return receipt requested,
in care of the address set forth above or below or at such other address as
either of us shall furnish in writing to the other.

        (f) We each hereby waive trial by jury in any action or proceeding
involving any matter (whether sounding in tort, contract, fraud or otherwise) in
any way arising out of or relating to this Agreement or to the Securities.

        (g) In order to discourage frivolous claims, we agree that, unless the
one of us who is a claimant succeeds in obtaining a judgment against the other
in an action or proceeding, the other shall be entitled to recover all of his,
her or its legal costs and expenses relating to such action or proceeding and/or
incurred in preparation therefor.

        (h) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

        (i) No waiver by either of us shall be valid unless in a writing
executed by the party to be changed. The waiver by either of us of a breach of
any provision of this Agreement shall not operate, or be construed, as a waiver
of any subsequent breach of any provision of this Agreement.

        (j) We agree to execute and deliver all further documents, agreements
and instruments and to take such other further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.

        (k) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.


                            [SIGNATURE PAGE FOLLOWS.]

                                       11
<PAGE>





        SIGNATURE PAGE TO SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT


     I have signed this Subscription and Registration Rights Agreement as of the
date indicated below.

Dated:
       --------------------           SUBSCRIBER:

                                      IF AN ENTITY:  Name of Entity:

Purchase Price: $                     By:
                 ----------              ------------------------------
                                      Name:
                                      Title:

                                      Address:



                                      Taxpayer Identification Number:
                                                                     -----------

                                      IF AN INDIVIDUAL *:


                                      Signature:
                                                --------------------------------

                                      Name:
                                           -------------------------------------
                                                         (print)

                                      Address:



                                      Social Security Number:
                                                             -------------------
SUBSCRIPTION ACCEPTED:

EVCI CAREER COLLEGES INCORPORATED

By:
   ------------------------------
   Name:
   Title:

Acceptance Date:
                -----------------

--------------------

     * If joint tenants or tenants in common, each must complete and sign this
Signature Page.