EXHIBIT 4.3


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT
REQUIRED.

                                     FORM OF

                        EVCI CAREER COLLEGES INCORPORATED

                          COMMON STOCK PURCHASE WARRANT

No. WCN-


          EVCI CAREER COLLEGES INCORPORATED, a Delaware corporation (the
"Company"), for value received, hereby certifies that ______ , or registered
assigns (the "Holder"), is entitled to purchase from the Company, at the
Purchase Price _________, shares of its duly authorized, validly issued, fully
paid and nonassessable shares of Common Stock, par value $.0001 per share, of
the Company ("Common Stock"), at any time or from time to time prior to 5:00
P.M., New York City time, on the Expiration Date, all subject to the terms,
conditions and adjustments set forth below.

          This is the Common Stock Purchase Warrant (the "Warrant", such term to
include any such warrants issued in substitution therefor) originally issued
pursuant to the terms of the Subscription and Registration Rights Agreement,
dated as of _______, between the Company and the Person to whom this Warrant was
initially issued (the "Agreement"). This Warrant is entitled to the benefits of
the Agreement and is also subject to the obligations imposed by the Agreement,
including those benefits and obligations relating to registration rights.

          Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned such terms in the Agreement.

          1. DEFINITIONS. As used herein, unless the context otherwise requires,
the following terms shall have the meanings indicated:

          "Business Day" shall mean any day other than a Saturday or a Sunday or
a day on which commercial banking institutions in the City of New York are
authorized by law to be closed. Any reference to "days" (unless Business Days
are specified) shall mean calendar days. In any circumstance where a date of
determination under this Warrant falls on a date that is not a Business Day, it
shall be deemed to be the next Business Day.



<PAGE>

          "Common Stock" shall have the meaning assigned to it in the
introduction to this Warrant, such term to include any stock into which such
Common Stock shall have been changed or any stock resulting from any
reclassification of such Common Stock, and all other stock of any class or
classes (however designated) of the Company the holders of which have the right,
without limitation as to amount, either to all or to a share of the balance of
current dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference.

          "Company" shall have the meaning assigned to it in the introduction to
this Warrant, such term to include any corporation or other entity which shall
succeed to or assume the obligations of the Company hereunder in compliance with
Section 4.

          "Current Market Price" means the average closing bid price as reported
on NASDAQ for the period of 10 consecutive Trading Days ending on the date of
determination; provided, however, if the Common Stock is not listed or admitted
to trading on NASDAQ, as reported on the principal national security exchange or
quotation system on which the Common Stock is quoted or listed or admitted to
trading; or, if not quoted or listed or admitted to trading on any national
securities exchange or quotation system, the closing bid price of such security
on the over-the-counter market on the day in question as reported by Bloomberg
LP or a similar generally accepted reporting service, as the case may be.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations thereunder, or any
successor statute.

          "Expiration Date" shall mean the earlier of the date (i) that is two
years and six months after the Registration Statement, as that term is defined
in Section 5.1 of the Agreement, has been kept effective and (ii) the 30th day
after notice is given to the Holder by the Company that the Warrant will expire
on such day because on ten consecutive Trading Days occurring while the
Registration Statement is effective and ending on a date within ten Trading Days
prior to giving such notice, the Current Market Price of the Common Stock was at
least 250 percent of the Purchase Price.

          "NASDAQ" shall mean the NASDAQ Smallcap Market or the NASDAQ National
Market, as applicable.

          "Person" shall mean any individual, firm, partnership, corporation,
trust, joint venture, association, joint stock company, limited liability
company, unincorporated organization or any other entity or organization,
including a government or agency or political subdivision thereof, and shall
include any successor (by merger or otherwise) of such entity.

          "Purchase Price" shall mean $1.05, subject to adjustment and
readjustment from time to time as provided in Section 3, and, as so adjusted or
readjusted, shall remain in effect until a further adjustment or readjustment
thereof is required by Section 3.

          "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time, and the rules and regulations thereunder, or any successor
statute.



                                       2
<PAGE>

          "Trading Day" means any day on which (a) purchases and sales of
securities authorized for quotation on NASDAQ are reported thereon, (b) no event
which results in a material suspension or limitation of trading on the Common
Stock on NASDAQ has occurred and (c) at least one bid for the trading of Common
Stock is reported on NASDAQ. For the purposes of this definition only,
references to NASDAQ mean the applicable over-the-counter market or National
Securities Exchange referred to in the definition of Current Market Price.

          "Warrant Shares" shall mean the number of shares of Common Stock that
can be purchased upon exercise of this Warrant.

          2. EXERCISE OF WARRANT.

          2.1. Manner of Exercise; Payment of the Purchase Price.

          (a) This Warrant may be exercised by the Holder hereof, in whole or in
part, at any time or from time to time prior to the Expiration Date, by
surrendering to the Company at its principal office this Warrant, with the form
of Election to Purchase Shares attached hereto as Exhibit A (or a reasonable
facsimile thereof) duly executed by the Holder and accompanied by payment of the
Purchase Price for the number of shares of Common Stock specified in such form.

          (b) Payment of the Purchase Price shall be made in United States
currency by cash or delivery of a certified check or bank draft payable to the
order of the Company or by wire transfer to the Company.

          2.2. When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
Business Day on which this Warrant shall have been surrendered to, and the
Purchase Price shall have been received by, the Company and at such time the
Person or Persons in whose name or names any certificate or certificates for
shares of Common Stock shall be issuable upon such exercise shall be deemed to
have become the holder or holders of record thereof for all purposes.

          2.3. Delivery of Stock Certificates, Etc.; Charges, Taxes and
Expenses.

          (a) As soon as practicable after each exercise of this Warrant, in
whole or in part, the Company shall cause to be issued in such denominations as
may be requested by the Holder in the Election to Purchase Shares, in the name
of and delivered to the Holder or, subject to applicable securities laws, as the
Holder may direct.

               (i) a certificate or certificates for the number of Warrant
     Shares to which the Holder shall be entitled upon such exercise plus, in
     lieu of issuance of any fractional share to which the Holder would
     otherwise be entitled, a Company check pursuant to Section 7.4, and

               (ii) in case such exercise is for less than all of the Warrant
     Shares a new Warrant or Warrants of like tenor, covering the balance of the
     Warrant Shares.



                                       3
<PAGE>

          (b) Issuance of Warrant Shares upon the exercise of this Warrant shall
be made without charge to the Holder hereof for any issue tax or other
incidental expense, in respect of the issuance of such certificates, all of
which such taxes and expenses shall be paid by the Company; provided, however,
the Holder shall pay any applicable transfer or similar tax resulting from the
issuance of Warrant Shares to any Person other than the Holder.

          3. ADJUSTMENTS.

          3.1. Stock Dividends, Splits. In the event that the Company shall (a)
issue additional shares of the Common Stock as a dividend or other distribution
on the outstanding Common Stock, (b) subdivide its outstanding shares of Common
Stock, or (c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then, in each such event, the Purchase Price
shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Purchase Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 3. The number of
Warrant Shares that the Holder shall thereafter, be entitled to receive on the
exercise hereof as provided in Section 2, shall be increased to a number
determined by multiplying the number of Warrant Shares that would otherwise (but
for the provisions of this Section 3) be issuable on such exercise by a fraction
of which the numerator is the Purchase Price that would otherwise (but for the
provisions of this Section 3) be in effect, and the denominator is the Purchase
Price in effect on the date of such exercise.

          3.2. De Minimis Adjustments. If the amount of any adjustment of the
Purchase Price per share required pursuant to this Section 3 would be less than
$.01, such amount shall be carried forward and the adjustment with respect
thereto made at the time of and together with any subsequent adjustment which,
together with such amount and any other amount shall aggregate a change in the
Purchase Price of at least $.01 per share. All calculations under this Warrant
shall be made to the nearest .001 of a cent or to the nearest one-hundredth of a
share, as the case may be.

          4. CONSOLIDATION, MERGER, ETC.

          4.1. Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, Etc. In case the Company after the date hereof shall (a)
consolidate with or merge into any other Person and shall not be the continuing
or surviving corporation of such consolidation or merger, or (b) permit any
other Person to consolidate with or merge into the Company and the Company shall
be the continuing or surviving Person but, in connection with such consolidation
or merger, the Common Stock shall be changed into or exchanged for stock or
other securities of any other Person or cash or any other property, or (c)
transfer all or substantially all of its properties or assets to any other
Person in one or more related transactions, or (d) effect a capital
reorganization or reclassification of the Common Stock then, and in the case of
each such transaction, proper provision shall be made so that, upon the basis
and the terms and in the manner provided in this Warrant, the Holder of this
Warrant, upon the exercise hereof at any time after the consummation of such
transaction, shall be entitled to receive (at the aggregate Purchase Price in
effect at the time of such consummation for all Warrant Shares issuable upon
such exercise immediately prior to such consummation), in lieu of the Common
Stock issuable upon such exercise prior to such consummation, the amount of
securities, cash or other property to which such Holder would actually have been
entitled as a stockholder upon such consummation if such Holder had exercised
this Warrant immediately prior thereto, subject to adjustments (subsequent to
such consummation) as nearly equivalent as possible to the adjustments provided
for in Section 3.



                                       4
<PAGE>

          4.2. Assumption of Obligations. Notwithstanding anything contained in
this Warrants, the Company shall not effect any of the transactions described in
clauses (a) through (d) of Section 4.1 unless, prior to the consummation
thereof, each Person (other than the Company) which may be required to deliver
any stock, securities, cash or property upon the exercise of this Warrant as
provided herein shall assume, by written instrument delivered to, and reasonably
satisfactory to, the Holder of this Warrant, the obligations of the Company
under this Warrant (and, if the Company shall survive the consummation of such
transaction, such assumption shall be in addition to, and shall not release the
Company from, any continuing obligations of the Company under this Warrant).

          5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment or
readjustment pursuant to Section 3, the Company at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms of this
Warrant and prepare a certificate, signed by the Chief Financial Officer, the
Treasurer or one of the Assistant Treasurers of the Company, setting forth such
adjustment or readjustment and showing in reasonable detail the method of
calculation thereof.

          6. RESERVATION OF STOCK, ETC. The Company shall at all times reserve
and keep available, solely for issuance and delivery upon exercise of the
Warrants, 100% of the number of Warrant Shares from time to time issuable upon
exercise of all Warrants at the time outstanding. All Warrant Shares issuable
upon exercise of any Warrants shall be duly authorized and, when issued upon
such exercise, shall be validly issued and, in the case of shares, fully paid
and nonassessable with no liability on the part of the holders thereof, and, in
the case of all securities, shall be free from all taxes, liens, security
interests, encumbrances, preemptive rights and charges, except for the payment
of applicable transfer or similar taxes by the Holder upon issuance to a Person
other than the Holder. Subsequent to the Expiration Date, no shares of stock
need be reserved in respect of any unexercised portion of this Warrant.

          7. REGISTRATION AND TRANSFER OF WARRANTS, ETC.

          7.1. Warrant Register; Ownership of Warrants. Each Warrant issued by
the Company shall be numbered and shall be registered in a warrant register (the
"Warrant Register") as it is issued and transferred, which Warrant Register
shall be maintained by the Company at its principal office or, at the Company's
election and expense, by a warrant agent or the Company's Transfer Agent. The
Company shall be entitled to treat the registered Holder of any Warrant on the
Warrant Register as the owner in fact thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in such Warrant
on the part of any other Person, and shall not be affected by any notice to the
contrary, except that, if and when any Warrant is properly assigned in blank,
the Company may (but shall not be obligated to) treat the bearer thereof as the
owner of such Warrant for all purposes. A Warrant, if properly assigned, may be
exercised by a new holder without a new Warrant first having been issued.



                                       5
<PAGE>

          7.2. Transfer of Warrants and Compliance with Securities Laws.

          (a) Neither this Warrant nor any interest therein may be transferred
or assigned in whole or in part without compliance with all applicable federal
and state securities laws by the Holder and the transferee or assignee thereof.
Subject to such compliance, this Warrant and all rights hereunder are
transferable in whole or in part, without charge to the Holder hereof, upon
surrender of this Warrant with a properly executed Form of Assignment, attached
hereto as Exhibit B, at the principal office of the Company. Upon any partial
transfer, the Company shall at its expense issue and deliver to the Holder a new
Warrant of like tenor, in the name of the Holder, which shall be exercisable for
such number of shares of Common Stock with respect to which rights under this
Warrant were not so transferred and to the transferee a new Warrant of like
tenor, in the name of the transferee, which shall be exercisable for such number
of shares of Common Stock with respect to which rights under this Warrant were
so transferred.

          (b) The Holder, by acceptance of this Warrant, acknowledges that
neither this Warrant nor the Warrant Shares have been registered under the
Securities Act and represents and warrants to the Company that this Warrant is
being acquired for investment and not for distribution or resale, solely for
Holder's own account and not as a nominee for any other person, and that Holder
will not offer, sell, pledge or otherwise transfer this Warrant or any Warrant
Shares except (i) in compliance with the requirements for an available exemption
from the Securities Act and any applicable state securities laws, or (ii)
pursuant to an effective registration statement or qualification under the
Securities Act and any applicable state securities laws.

          7.3. Replacement of Warrants. On receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender of such Warrant to the Company at its principal office
and cancellation thereof, the Company at its expense shall execute and deliver,
in lieu thereof, a new Warrant of like tenor.

          7.4. Fractional Shares. Notwithstanding any adjustment pursuant to
Section 3, the Company shall not be required to issue fractions of shares upon
exercise of this Warrant or to distribute certificates which evidence fractional
shares. In lieu of fractional shares, the Company shall make payment to the
Holder of an amount in cash equal to such fraction multiplied by the Current
Market Price of a share of Common Stock on the date of exercise of this Warrant.

          8. NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given hereunder must be in writing and will be
deemed to have been given (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile, receipt confirmed; (iii) three days after being
sent by U.S. certified mail, return receipt requested; or (iv) one day after
deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:



                                       6
<PAGE>

          If to the Company:

               EVCI Career Colleges Incorporated
               35 East Grassy Sprain Road
               Suite 200
               Yonkers, New York 10710
               Telephone:  (914) 787-3500
               Facsimile:  (914)  395-3498
               Attention:  Chief Financial Officer

          If to the Holder, to its address and facsimile number on the signature
page of the Agreement.

          Each party shall provide five days' prior written notice to the other
party of any change in address or facsimile number. Notwithstanding the
foregoing, the exercise of this Warrant shall be effective in the manner
provided in Section 2.

          9. AMENDMENTS. This Warrant and any term hereof may not be amended,
modified, supplemented or terminated, and waivers or consents to departures from
the provisions hereof may not be given, except by written instrument duly
executed by the party against which enforcement of such amendment, modification,
supplement, termination or consent to departure is sought.

          10. DESCRIPTIVE HEADINGS, ETC. The headings in this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Warrant otherwise
requires: (a) words of any gender shall be deemed to include each other gender;
(b) words using the singular or plural number shall also include the plural or
singular number, respectively; (c) the words "hereof", "herein" and "hereunder"
and words of similar import when used in this Warrant shall refer to this
Warrant as a whole and not to any particular provision of this Warrant, and
Section and paragraph references are to the Sections and paragraphs of this
Warrant unless otherwise specified; (d) the word "including" and words of
similar import when used in this Warrant shall mean "including, without
limitation," unless otherwise specified; (e) "or" is not exclusive; and (f)
provisions apply to successive events and transactions.

          11. GOVERNING LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of New York (without giving effect to the
conflict of laws principles thereof).

          12. JUDICIAL PROCEEDINGS. Any legal action, suit or proceeding brought
against the Company with respect to this Warrant may be brought in any court
located in Westchester County, State of New York, and by execution and delivery
of this Warrant, the Company hereby irrevocably and unconditionally waives any
claim (by way of motion, as a defense or otherwise) of improper venue, that it
is not subject personally to the jurisdiction of such court, that such courts
are an inconvenient forum or that this Warrant or its subject matter may not be
enforced in or by such court.



                                       7
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase
Warrant to be issued as of the _____ day of _______, 2002.



                                         EVCI CAREER COLLEGES INCORPORATED


                                         By: ___________________________________
                                             Name:
                                             Title:







                                       8
<PAGE>

                                                   EXHIBIT A to
                                                   Common Stock Purchase Warrant


                        EVCI CAREER COLLEGES INCORPORATED

                           ELECTION TO PURCHASE SHARES

          The undersigned hereby irrevocably elects to purchase _______ shares
of Common Stock, par value $.0001 per share ("Common Stock"), of EVCI CAREER
COLLEGES INCORPORATED ("EVCI") by exercising the Common Stock Purchase Warrant
(the "Warrant") dated _______________ and issued to the undersigned, and hereby
makes payment of $___________ therefor. The undersigned hereby requests that the
certificate(s) for such shares and payment for fractional shares be issued and
made as follows:

ISSUE/PAY TO*: _________________________________________________________________
                                     (NAME)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

________________________________________________________________________________
                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:_____________________________________________________________________

________________________________________________________________________________
                                     (NAME)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

          If the number of shares of Common Stock purchased hereby is less than
the number of shares of Common Stock covered by the Warrant, the undersigned
requests that a new Warrant representing the number of shares of Common Stock
not so purchased be issued and delivered as follows:

ISSUE TO*: _____________________________________________________________________

________________________________________________________________________________
                                (NAME OF HOLDER)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)


DELIVER TO:_____________________________________________________________________

________________________________________________________________________________
                                     (NAME)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

          In order to induce EVCI to give instructions to its transfer agent to
issue the shares of Common Stock being purchased upon exercise of the Warrant,
the undersigned hereby represents and warrants that undersigned is an
"accredited investor" as that term is defined in Regulation D under the
Securities Act of 1933, as amended.

                            [Signature page follows]

____________________________

* If other than the Holder specified on the Common Stock Purchase Warrant
delivered with this Election to Purchase Shares, the transfer is subject to
compliance with applicable securities laws and the payment by the Holder of any
applicable transfer or similar taxes.

<PAGE>

                                                   EXHIBIT A to
                                                   Common Stock Purchase Warrant




Individual(s):


_____________________________________      _____________________________________
Signature (exactly as name appears on      Signature of spouse, joint tenant,
Note tendered)                             tenant in commmon, or other required
                                           signature

_____________________________________      _____________________________________
Print or type name                         Print or type name

Entity:


_____________________________________
Print or type name of entity (exactly
as name appears on Note tendered)


By: _________________________________
Name:
Title:

(All signatures must be guaranteed by an eligible guarantor institution that is
a member of a recognized medallion signature guarantee program.)



<PAGE>

                                                   EXHIBIT B to
                                                   Common Stock Purchase Warrant


                                   ASSIGNMENT

          FOR VALUE RECEIVED, and subject to compliance with applicable
securities laws and payment of any applicable transfer taxes, the undersigned
hereby sells, assigns, and transfers unto the Assignee named below all of the
rights of the undersigned to purchase Common Stock, par value $.0001 per share
("Common Stock") of EVCI CAREER COLLEGES INCORPORATED ("EVCI") represented by
the Warrant dated ________________, with respect to the number of shares of
Common Stock set forth below:

                                                                No. of
Name of Assignee                 Address                        Warrant Shares
----------------                 -------                        --------------





and does hereby irrevocably constitute and appoint any officer of EVCI to make
such transfer on the books of EVCI maintained for that purpose, with full power
of substitution in the premises.



Date: ____________________

















(All signatures must be guaranteed by an eligible guarantor institution that is
a member of a recognized medallion signature guaranty program.)