WARRANT AGREEMENT

                                    BETWEEN

                      EDUCATIONAL VIDEO CONFERENCING, INC.

                                      AND

                        PETER J. SOLOMON COMPANY LIMITED

                           DATED AS OF APRIL 18, 2000

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     WARRANT  AGREEMENT,  dated as of April  18,  2000 (the  "Effective  Date"),
between  EDUCATIONAL  VIDEO  CONFERENCING,  INC.,  a Delaware  corporation  (the
"Company"),  and  PETER J.  SOLOMON  COMPANY  LIMITED,  a  Delaware  corporation
("PJSC").

     The  Company  has  agreed to issue to PJSC  warrants  (the  "Warrants")  to
purchase an aggregate of 25,000 shares (the  "Warrant  Shares") of the Company's
common  stock,  par value $.0001 per share (the "Common  Stock"),  in connection
with the  execution  and  delivery of a letter  agreement  dated the date hereof
between the Company and PJSC  regarding the  engagement of PJSC as financial and
strategic advisor to the Company.

     THEREFORE,  in consideration of the mutual  undertakings  contained herein,
the Company and PJSC hereby agree as follows:

     1.  Issuance of Warrants.  The Company  shall  issue,  sell and deliver the
         --------------------
Warrants to PJSC and/or its employees.  The certificate  evidencing the Warrants
(a "Warrant Certificate") shall be substantially in the form of Annex A attached
hereto and shall be dated April 18, 2000.

     2.  Registration.  The Company  shall  maintain a register for the Warrants
         ------------
at its  principal  executive  offices for the  registration  of the issuance and
transfer  of  Warrants.  The Company  shall be entitled to treat the  registered
holder  of any  Warrant  (the  "Holder")  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.  The Warrants shall be
registered in the name of PJSC and/or its employees.

     3.  Transfer  and  Exchange  of  Warrants.   Subject  to  compliance   with
         -------------------------------------
applicable  securities  laws,  any  Warrant  shall  be  transferable  only  upon
surrender thereof at the Company's  principal executive offices duly endorsed by
its Holder or by such Holder's duly authorized  attorney or  representative,  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer.  Upon any  registration  of transfer,  the Company shall deliver a new
Warrant or Warrants to the persons  entitled  thereto.  In  addition,  a Warrant
Certificate may be exchanged,  at the option of the Holder thereof,  for another
Warrant Certificate or Warrant Certificates of different denominations,  of like
tenor and  representing  in the aggregate the right to purchase a like number of
Warrant Shares upon surrender at the Company's principal executive offices.

     4. Exercise of Warrants.
        --------------------

     4.1 Exercise Price and Term.  Each Warrant shall entitle the Holder thereof
to purchase from the Company one Warrant Share at a purchase  price per share of
$16.09 (the  "Exercise  Price"),  as such  purchase  price and number of Warrant
Shares may be adjusted from time to time pursuant to the provisions of Section 8
hereof,  payable in full at the time of exercise of such  Warrant.  The Warrants
may be  exercised,  in whole or in part, at any time or from time to time during
the seven-year  period commencing on April 18, 2000 and ending at 5:00 p.m., New
York City time, on April 18, 2007 (the "Expiration Date").  After the Expiration
Date, any unexercised  Warrants shall be void and all rights of the Holders with
respect thereto shall cease.

     4.2 Payment of Exercise Price. At the election of any Holder, the aggregate
Exercise Price for any Warrants being  exercised may be paid: (a) in cash in the
amount of the aggregate Exercise Price then in effect for the number of Warrants
being exercised, (b) by surrender to the


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Company of  shares  of Common Stock  having  an  aggregate Fair Market Value (as
defined  below) on the date of exercise  equal to the aggregate  Exercise  Price
then in effect for the number of Warrants being  exercised,  (c) by surrender to
the Company of Warrants  covering a number of Warrant Shares having an aggregate
Fair Market Value,  net of the applicable  aggregate  Exercise  Price  therefor,
equal to the aggregate  Exercise Price then in effect for the number of Warrants
being  exercised,  or (d) by a  combination  of the  aforementioned  methods  of
payment.  For purposes of this  Agreement,  the "Fair Market Value" per share of
Common  Stock on a given date  shall be: (i) if the Common  Stock is listed on a
national  securities  exchange or  included on the Nasdaq  National or Small Cap
Market,  the closing  price per share of Common Stock on such date (or, if there
was no  trading  on such  date,  on the next  preceding  day on which  there was
trading);  (ii) if the  Common  Stock is not  listed  on a  national  securities
exchange or included on the Nasdaq National or Small Cap Market , the average of
the closing bid and asked  quotations  per share of Common  Stock as reported by
Nasdaq  (or  the  National   Quotation   Bureau   Incorporated  or  any  similar
organization) on such date (or, if there were no quotations for the Common Stock
on such date,  on the next  preceding  day on which  there were  quotations)  as
provided by such organization;  and (iii) if the Common Stock is not traded on a
national  securities  exchange or  included on the Nasdaq  National or Small Cap
Market and bid and asked  quotations are not provided by Nasdaq (or the National
Quotation Bureau Incorporated or any similar organization), as determined by the
agreement of the parties in good faith or, in the absence of such agreement,  as
determined   pursuant  to  arbitration   under  the  auspices  of  the  American
Arbitration Association.

     4.3 Exercise Procedure. Warrants may be exercised by their surrender at the
Company's  principal  executive  offices,  with the  Election to  Purchase  form
attached  thereto duly  completed  and executed,  accompanied  by payment of the
aggregate  Exercise  Price  for the  Warrant  Shares to be  purchased  upon such
exercise.  Payment for the Warrant  Shares shall be made (a) if payment is to be
made in cash, by a certified or bank cashier's check payable to the order of the
Company or by wire  transfer to an account  designated  by the  Company,  (b) if
payment  is to be made  through  a  surrender  of shares  of  Common  Stock,  by
surrender of  certificates  duly endorsed for transfer  (with all transfer taxes
paid or  provided  for),  and (c) if  payment  is to be made by a  surrender  of
Warrants,  by surrender of  certificates  representing  such Warrants.  Promptly
after the exercise of any Warrants,  upon compliance with Section 5 hereof,  the
Company  shall  issue a  certificate  or  certificates,  for the  number of full
Warrant Shares to which the Holder thereof is entitled, registered in accordance
with the instructions set forth in the Election to Purchase,  together with cash
as  provided  in  Section  10 of this  Warrant  Agreement  payable in respect of
fractional shares and (if applicable) a new Warrant  Certificate or Certificates
representing  all remaining  unexercised  Warrants.  All Warrant Shares shall be
duly  authorized,  validly  issued,  fully  paid,  non-assessable  and  free  of
preemptive  rights, and free from all liens and charges other than those created
by the Holder. Upon compliance with Section 5 hereof, and applicable  securities
laws,  certificates  representing such Warrant Shares and remaining  unexercised
Warrants  shall be issued by the  Company in such names and  denominations,  and
shall be delivered to such persons, as are specified by written  instructions of
the Holder.

     4.4  Record  Holder.  Each  person in whose name any such  certificate  for
Warrant  Shares is issued  shall for all  purposes  be deemed to have become the
holder of record of the  Warrant  Shares  represented  thereby  on the date upon
which such Warrants were surrendered for

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exercise,  accompanied by payment of the aggregate  Exercise Price as aforesaid,
irrespective of the date of issuance or delivery of such certificate for Warrant
Shares;  provided,  however,  that  if,  at the  date of the  surrender  of such
Warrants and payment of the aggregate Exercise Price, the transfer books for the
Common Stock or any other class of stock  purchasable  upon the exercise of such
Warrants shall be closed,  the certificates for the Warrant Shares or for shares
of such  other  class of stock  in  respect  of  which  such  Warrants  are then
exercisable  shall be  issuable as of the date on which such books shall next be
opened (whether  before or after the Expiration  Date) and, until such date, the
Company  shall be under no duty to  deliver  any  certificate  for such  Warrant
Shares or for shares of such other class of stock; and, provided,  further, that
the transfer  books of record,  unless  otherwise  required by law, shall not be
closed at any one time for a period longer than 20 days.

     5. Payment of Taxes.  The Company shall promptly pay all documentary  stamp
        ----------------
taxes attributable to the issuance of Warrants or the issuance of Warrant Shares
upon the exercise of any  Warrants,  except that any transfer  taxes  payable in
connection  with the  issuance of  Warrants or Warrant  Shares in any name other
than that of the Holder of the Warrants surrendered shall be paid by such Holder
and, if any such tax would otherwise be payable by the Company, no such issuance
or delivery shall be made unless and until the person  requesting  such issuance
has paid to the Company the amount of any such tax or it is  established  to the
reasonable satisfaction of the Company that any such tax has been paid.

     6.  Replacement   Warrants.  In  case  any  Warrant  Certificate  shall  be
         ----------------------
mutilated,  lost,  stolen or  destroyed,  the Company shall issue and deliver in
exchange and  substitution  for and upon  cancellation of the mutilated  Warrant
Certificate  or in lieu of and  substitution  for the lost,  stolen or destroyed
Warrant Certificate, a new Warrant Certificate of like tenor and representing an
equivalent  right or  interest,  but only upon  receipt of  evidence  reasonably
satisfactory  to the Company of such loss,  theft or destruction of such Warrant
Certificate, together with an appropriate agreement regarding indemnification of
the Company relating to the issuance of a replacement Warrant Certificate.

     7.  Reservation of Warrant  Shares.  The Company shall at all times reserve
         ------------------------------
and keep  available for issuance the number of its authorize but unissue  shares
of Common Stock or other stock  sufficient to permit the exercise in full of the
Warrants and any transfer agent for the Common Stock or othe stock issuable upon
the  exercise of Warrants  shall be directed at all times to reserve such number
as shall be sufficient  for such  purpose.  The Company will keep a copy of this
Warrant  Agreement  on file with each such  transfer  agent and will supply such
transfer agent with duly executed stock  certificates  for such purpose and will
provide or otherwise  make available any cash that may be payable as provided in
Section 10 hereof.  All Warrants  surrendered upon the exercise thereof shall be
canceled.  After the Expiration  Date, no shares shall be subject to reservation
in respect of any unexercised Warrants.

     8. Adjustments.
        -----------

     8.1 Adjustment of Exercise Price.

          8.1.1 Initial Exercise Price. The Exercise Price, which initially will
be as provided in Section  4.1,  shall be adjusted and  readjusted  from time to
time as provided in this

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Section 8.1 and, as so adjusted or  readjusted,  shall  remain in effect until a
further adjustment or readjustment thereof is required by this Section 8.1.

          8.1.2  Issuance  of  Additional  Shares of Common  Stock.  In case the
Company,  at any time after the date hereof,  shall issue  additional  shares of
Common Stock for no consideration in connection with a dividend,  stock split or
other  distribution  on the Common Stock  (including,  without  limitation,  any
distribution of Common Stock by way of spin-off,  reclassification  or corporate
rearrangement), then, and in each such case, the Exercise Price shall be reduced
concurrently  with such  issuance to a price  (calculated  to the nearest  cent)
determined by multiplying such Exercise Price by a fraction of which:

          (a) the  numerator  shall be the  number of  shares  of  Common  Stock
outstanding immediately prior to such issuance, and

          (b) the  denominator  shall be the  number of  shares of Common  Stock
outstanding immediately after such issuance.

          8.1.3 Dividends and  Distributions.  In case the Company,  at any time
after the date hereof, shall pay or make a dividend or other distribution on the
Common Stock (including,  without  limitation,  any distribution of stock (other
than  Common  Stock)  or  other  securities,   including   securities  that  are
convertible  into or exchangeable  or exercisable for Common Stock,  property or
options  by  way  of   dividend,   spin-off,   reclassification   or   corporate
rearrangement)  then,  and in each  such  case,  the  Exercise  Price in  effect
immediately  prior to the close of  business  on the  record  date fixed for the
determination  of the  holders  of the Common  Stock  entitled  to receive  such
dividend or other  distribution  shall be reduced,  effective as of the close of
business on such  record  date,  to a price  (calculated  to the  nearest  cent)
determined by multiplying such Exercise Price by a fraction of which:

          (a) the numerator  shall be the Exercise  Price in effect  immediately
prior to the  close of  business  on such  record  date  minus the value of such
dividend  or other  distribution  (as  determined  in good faith by the Board of
Directors of the Company) applicable to one share of Common Stock, and

          (b) the denominator shall be such Exercise Price in effect immediately
prior to the close of business on such record date;

provided, however, that no such reduction shall be made pursuant to this Section
8.1.3 for a  dividend  payable  in shares of Common  Stock  (which is subject to
Section  8.1.2) or payable in cash or other  property  and  declared  out of the
earned surplus (i.e.,  retained  earnings) of the Company (excluding any portion
thereof  resulting  from a revaluation  of property) or which is declared but is
then not paid or made. For purposes of the foregoing, a dividend or distribution
payable  other than in cash shall be  considered  payable out of earned  surplus
only to the extent  that such earned  surplus is charged an amount  equal to the
fair value of such dividend or distribution at the time of payment as determined
in good  faith by the  Board of  Directors  of the  Company.  If a  dividend  or
distribution  covered  under  this  Section  8.1.3  is  declared  prior  to  the
Expiration Date but not paid by such date, the Expiration Date shall be extended
until the payment thereof.

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<PAGE>

          8.1.4  Adjustments  for  Combinations,  etc.  In case the  outstanding
shares of Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Exercise Price in
effect  immediately  prior  to  such  combination  or  consolidation   shall  be
proportionately   increased   concurrently   with  the   effectiveness  of  such
combination or consolidation.

          8.1.5  Minimum  Adjustment  of  Exercise  Price.  If the amount of any
adjustment of the Exercise Price required  pursuant to this Section 8.1 would be
less than $.01,  such amount shall be carried  forward,  and an adjustment  with
respect  thereto shall be made at the time of and together  with any  subsequent
adjustment  that,  together  with such amount and any other amount or amounts so
carried forward, shall aggregate at least $.01.

          8.1.6 Minimum Exercise Price. Notwithstanding anything to the contrary
set forth herein,  no  adjustment  provided for in this Section 8.1 shall reduce
the  Exercise  Price below the par or stated  value of the Common  Stock and the
Company  shall  have no  obligation  to  change  such  value to permit a further
reduction of the Exercise Price; provided, however, that, except in the event of
any  transactions  of the type  contemplated  under Section  8.1.4  hereof,  the
Company agrees not to change the par or stated value of the Common Stock.

     8.2  Adjustment of Number of Warrant  Shares.  Upon each  adjustment of the
Exercise  Price pursuant to the provisions of Section 8.1, the number of Warrant
Shares that the Holder of a Warrant  shall be entitled to receive upon  exercise
thereof shall be adjusted to equal that number of Warrant  Shares  determined by
multiplying  the number of Warrant Shares issuable upon exercise of such Warrant
immediately  prior to such  adjustment  of the  Exercise  Price by a fraction of
which:

          (a) the numerator  shall be the Exercise  Price in effect  immediately
prior to such adjustment of the Exercise Price, and

          (b) the denominator shall be the Exercise Price in effect  immediately
following such adjustment of the Exercise Price.

     8.3  Notice,  Evidence  of  Adjustments.  Whenever  the  Exercise  Price is
adjusted as herein  provided,  the Company shall promptly cause a notice setting
forth the  adjusted  Exercise  Price and  adjusted  number  of  Warrant  Shares,
issuable  upon  exercise of each Warrant to be mailed to the  Holders,  at their
last addresses appearing in the Warrant register, and shall cause a copy thereof
to be mailed to each  transfer  agent for the Common  Stock.  The Company  shall
retain a firm of independent public accountants of recognized  standing selected
by the Board of Directors  (who may be the regular  accountants  employed by the
Company) to make any  computation  required by this Section 8, and a certificate
signed by such firm shall accompany said notice and shall be conclusive evidence
of the correctness of such adjustments, absent manifest error.

     9.   Consolidation, Merger, Sale of Assets, Reorganization, etc.
          ----------------------------------------------------------

     9.1 General Provisions. In case the Company at any time after the Effective
Date


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(a)  shall  consolidate  with or merge  into  any  other  person  and not be the
continuing or surviving  person of such  consolidation  or merger,  or (b) shall
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 or other securities then issuable upon
exercise of the Warrants  shall be changed into or exchanged for cash,  stock or
other securities or property, or (c) shall transfer, directly or indirectly, all
or substantially all its properties and assets to any other person, or (d) shall
effect a capital reorganization or reclassification of the Common Stock or other
securities  then issuable  upon  exercise of the Warrants  (other than a capital
reorganization  or  reclassification  resulting in an adjustment of the Exercise
Price  as  provided  in  Section  8.1),  then,  and in the  case  of  each  such
transaction,  the Company shall make proper  provision such that, upon the terms
and in the  manner  provided  in this  Warrant  Agreement,  the  Holder  of each
Warrant,  upon the exercise  thereof at any time after the  consummation of such
transaction, shall be entitled to receive, at the Exercise Price then in effect,
in lieu of the Common  Stock or other  securities  issuable  upon such  exercise
immediately  prior to such  transaction,  the  amount  of  cash,  stock or other
securities  or property to which such  Holder  would have been  entitled if such
Warrant  had been  exercised  in full  immediately  prior  to such  transaction,
subject to adjustments  subsequent to such  transaction as nearly  equivalent as
possible to the adjustments provided for in Section 8 and this Section 9.

     9.2 Assumption of Obligations.  Notwithstanding  anything contained in this
Warrant  Agreement  to the  contrary,  the  Company  shall not effect any of the
transactions  described in Section 9.1(a), (b), (c) or (d) unless,  prior to the
consummation  thereof,  the person (other than the Company) that may be required
to deliver any cash,  stock or other securities or property upon exercise of any
Warrant as provided herein shall assume, by written instrument  delivered to the
Holders of the Warrants,  (a) the  obligations of the Company under this Warrant
Agreement and the Warrants (and if the Company shall survive the consummation of
any such  transaction,  such  assumption  shall not release the Company from any
continuing  obligations  of the Company  under this  Warrant  Agreement  and the
Warrants) and (b) the  obligation to deliver to such Holder such cash,  stock or
other  securities or other property as such Holder may be entitled to receive in
accordance with the provisions of this Section 9; provided,  however,  that this
Section 9.2 shall not be applicable to any transaction  described in Section 9.1
if all such  cash,  stock,  property  or  other  consideration  receivable  upon
consummation of such  transaction is delivered to the Company at such time. Such
person  shall  similarly  deliver  to the  Company  an opinion of counsel to the
effect that this Warrant Agreement and the Warrants shall continue in full force
and effect  after any such  transaction  and that the terms  hereof  (including,
without  limitation all of the provisions of Section 8 and this Section 9.2) and
thereof shall be applicable to the cash,  stock or other  securities or property
that such person may be required to deliver upon any exercise of the Warrants.

     9.3 No Dilution or  Impairment.  The Company shall not, by amendment of its
certificate of  incorporation or by-laws or through any  consolidation,  merger,
reorganization,   transfer  of  assets,  dissolution,   issue,  sale,  grant  or
assumption of securities or any other voluntary  action,  avoid or seek to avoid
the observance or  performance of any of the terms of this Warrant  Agreement or
the Warrants,  but will at all times, whether or not requested to do so, in good
faith assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or  appropriate in order to protect the rights of the
Holders against dilution or other impairment. Without limiting the generality of
the foregoing,  the Company agrees that it shall


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take all such reasonable action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and  non-assessable  shares
of stock upon the exercise of all Warrants from time to time outstanding.

     10.  Fractional  Interests.  The  Company  shall not be  required  to issue
          --------------------
fractions of shares of Common Stock upon the exercise of any  Warrants.  If more
than one Warrant  shall be  presented  for exercise at the same time by the same
Holder,  the number of Warrant  Shares that shall be issuable  upon the exercise
thereof shall be computed on the basis of the aggregate number of Warrant Shares
purchasable on exercise of the Warrants so presented. If any fraction of a share
of Common Stock would, except for the provisions of this Section 10, be issuable
on the exercise of any Warrant,  the Company shall purchase such fraction for an
amount in cash equal to the same  fraction of the Fair Market Value of one share
of Common Stock on the date of exercise.

     11.  Restrictions on Dispositions.  PJSC acknowledges that the Warrants and
          ----------------------------
the Warrant Shares have not been registered  under the Act and accordingly  that
the Warrants and the Warrant  Shares may not be transferred  except  pursuant to
(i) an  effective  registration  statement  under the Act or (ii) any  available
exemption  from  registration  under  the Act  permitting  such  disposition  of
securities and upon delivery to the Company of an opinion of counsel, reasonably
satisfactory to counsel for the Company,  that such exemption from  registration
is available.  PJSC agrees that the  certificates  representing the Warrants and
Warrant Shares shall bear an appropriate restrictive legend to such effect.

     12. Registration Rights.
         -------------------

     12.1 Piggyback  Registration.  If, at any time within the period commencing
April 18, 2000 and ending at 5:00 p.m.,  New York City time,  on April 18, 2007,
the Company proposes to register any voting equity securities under the Act in a
primary registration on behalf of the Company and/or in a secondary registration
on behalf of holders of such securities (exclusive of any filing pursuant to the
Registration Rights Agreement dated February 3, 2000 between the Company and The
Shaar  Fund  Ltd.),  and  the  registration  form to be  used  may be  used  for
registration of the Warrant Shares, the Company shall give prompt written notice
(which,  in the  case of a  registration  pursuant  to the  exercise  of  demand
registration rights shall be within 10 business days after the Company's receipt
of notice of such exercise and, in any event, shall be at least 30 days prior to
the date of such filing) to the Holders of Warrants and/or Warrant Shares of its
intention to effect registration and shall offer to include in such registration
such  number of Warrant  Shares with  respect to which the Company has  received
written requests for inclusion  therein within 10 business days after receipt of
such,  notice from,  the Company upon generally the same terms and conditions as
the person or persons for whom such  registration  is being  effected has agreed
to. This  Section 12.1 is not  applicable  to any  registration  statement to be
filed by the  Company on Forms S-4 or S-8 or any  successor  forms.  The Company
shall not be obligated to cause to be effective any registration statement as to
which it has given notice to the Holders of Warrants  and/or  Warrant Shares and
shall have  discretion to withdraw any such  registration  without  liability to
Holders of Warrants and/or Warrant Shares.

     Notwithstanding the foregoing,  if the managing underwriter of the offering
shall  determine  in good  faith and advise  the  Company  in  writing  that the
inclusion of the Warrant


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<PAGE>

Shares and other securities being offered in such registration  would materially
and adversely affect the marketability of the offering, then the Company and the
managing underwriter may reduce the number of Warrant Shares to be registered on
a pro  rata  basis  proportionate  to the  reduction  of all  other  holders  of
securities  participating  in such  registration  pursuant  to the  exercise  of
piggyback  registration rights. In such event, the Company may reduce the number
of Warrant  Shares to be registered to zero as long as no other  securities  are
registered in such registration  statement  pursuant to an exercise of piggyback
registration rights.

     12.2  Registration  Procedures.  If and whenever the Company is required by
the provisions of this Section 12 to use its  reasonable  best efforts to effect
the  registration  of any Warrant  Shares  under the Act, the Company  will,  as
expeditiously as possible:

          (a) use  its  reasonable  best  efforts  to  cause  such  registration
statement  to become and  remain  effective  for the period of the  distribution
contemplated thereby (determined as hereinafter provided);

          (b)  prepare  and  file  with  the  Commission   such  amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective for
the period  specified in Section  12.3(a) and comply with the  provisions of the
Act with  respect  to the  disposition  of all  Warrant  Shares  covered by such
registration  statement  in  accordance  with the  Holders'  intended  method of
disposition set forth in such registration statement for such period;

          (c) furnish to each seller of Warrant  Shares and to each  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
Warrant Shares covered by such registration statement;

          (d) use its reasonable best efforts to register or qualify the Warrant
Shares covered by such registration  statement under such securities or blue sky
laws of such  jurisdictions  as each seller  shall  request,  and do any and all
other acts and things which may be necessary  under such  securities or blue sky
laws to enable such seller to consummate the public sale or other disposition in
such jurisdictions of the securities to be sold by such seller,  except that the
Company  shall not for any such purpose be required to qualify to do business as
a foreign corporation in any jurisdiction wherein it is not qualified or to file
any general consent to service of process;

          (e) use its reasonable best efforts to list the Warrant Shares covered
by such  registration  statement  with  any  securities  exchange  or  automated
quotation system on which the Common Stock of the Company is then listed;

          (f)  immediately  notify  each  seller  of  Warrant  Shares  and  each
underwriter  under such  registration  statement,  at any time when a prospectus
relating  thereto is required to be delivered under the Act, of the happening of
any event of which the Company has  knowledge as result of which the  prospectus
contained in such registration  statement, as then in effect, included an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated therein


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<PAGE>

or necessary to make the statements therein not misleading in light of the
circumstances then existing;

          (g) enter into such agreements  (including an underwriting  agreement,
if  applicable)  and  take  all  such  other  actions  reasonably  necessary  in
connection  therewith in order to expedite and facilitate the disposition of the
Warrant Shares to be registered;

          (h) whether or not the offering is underwritten  and at the request of
any seller of Warrant Shares,  furnish:  (i) such representations and warranties
to such  seller  and the  underwriters,  if any,  as are  customary  in  primary
underwritten offerings,  (ii) an opinion of counsel representing the Company for
the purposes of such registration, addressed to the underwriters, if any, and to
such seller of Warrant  Shares,  dated the effective  date of such  registration
statement and in form and substance as is customarily  given to  underwriters in
an  underwritten  public  offering and to such other effect as reasonably may be
requested by counsel for the underwriters or by such seller of Warrant Shares or
its counsel and (iii) a letter dated such  effective  date from the  independent
public accountants  retained by the Company,  addressed to the underwriters,  if
any,  and to such  seller  of  Warrant  Shares,  in  form  and  substance  as is
customarily given by independent certified public accountants to underwriters in
an underwritten  public offering,  and such letter shall additionally cover such
other financial matters  (including  information as to the period ending no more
than five  business  days prior to the date of such letter) with respect to such
registration as such underwriters reasonably may request;

          (i) make  available  upon  reasonable  notice for  inspection  by each
seller of Warrant Shares,  any  underwriter  participating  in any  distribution
pursuant to such registration statement,  and any attorney,  accountant or other
agent  retained by such seller of Warrant Shares 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 such registration statement; and

          (j)  otherwise  use its  reasonable  best  efforts to comply  with all
applicable  rules and regulations of the  Commission,  and make available to its
securityholders, as soon as reasonably practicable, but not later than 18 months
after the effective date of the registration  statement,  an earnings  statement
covering  the period of at least 12 months  beginning  with the first full month
after  the  effective  date  of  such  registration  statement,  which  earnings
statements shall satisfy the provisions of Section 11(a) of the Act.

          For purposes of Section 12.3(a) and (b), the period of distribution of
Warrant Shares 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 Warrant Shares in
any other  registration  shall be deemed to extend until the earlier of the sale
of all Warrant  Shares  covered  thereby and 120 days after the  effective  date
thereof.

          In connection with each registration  hereunder the sellers of Warrant
Shares 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 shall be requested by the Company in order to comply with federal
and applicable state securities laws.


                                       10
<PAGE>

          In  connection  with each  registration  pursuant  to this  Section 12
covering an underwritten public offering, the Company and each seller of Warrant
Shares agree to enter into a written  agreement  with the  managing  underwriter
(unless the Holder is the managing underwriter) 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.

          Each Holder severally agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 12.3 (f),
such Holder will immediately  discontinue disposition of Warrant Shares pursuant
to the  registration  statement until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 12.3 (f) hereof, and,
if so directed  by the  Company,  such  Holder  will  deliver to the Company all
copies,  other than permanent file copies then in such Holder's  possession,  of
the most recent  prospectus  covering such Warrant Shares 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 Section 12.3 (f) to the date when the Company shall
make  available to such Holder a prospectus  supplemented  or amended to conform
with the requirements of Section 12.3 (f).

          12.3 Expenses.  All expenses incurred by the Company in complying with
Sections 12.1 and 12.2,  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,  costs of insurance and
reasonable fees and  disbursements of counsel for the sellers of Warrant Shares,
but  excluding any Selling  Expenses,  are herein  referred to as  "Registration
Expenses." "Selling  Expenses," as used herein, mean all underwriting  discounts
and selling commissions applicable to the sale of Warrant Shares.

          The Company will pay or cause to be paid all Registration  Expenses of
the participating sellers of Warrant Shares in connection with each registration
statement  under Section  12.1.  All Selling  Expenses in  connection  with each
registration  statement  under Section 12.1 shall be borne by the  participating
sellers of Warrant  Shares in proportion to the number of Warrant Shares sold by
each, or by such participating  sellers of Warrant Shares other than the Company
(except to the extent the Company shall be a seller of Common Stock) as they may
agree.

     12.4 No Conflicts.  The Company will not enter into any agreement  granting
registration  rights to any person or entity on terms  which  conflict  with the
provisions of this Section 12.

     12.5  Indemnification and Contribution.  (a) In the event of a registration
of any Warrant  Shares  under the Act  pursuant to this  Section 12, the Company
will indemnify and hold harmless,  to the fullest extent  permitted by law, each
Holder selling Warrant Shares thereunder,  each underwriter thereunder, and each
other  person,  if any, who controls  such selling  Holder of Warrant  Shares or
underwriter within the meaning of the Act or the Securities Exchange Act of


                                       11
<PAGE>

1934, as amended (the  "Exchange  Act"),  against any losses,  claims,  damages,
liabilities  and  expenses,  joint for several,  to which such  selling  Holder,
underwriter or controlling person may become subject under the Act or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon an untrue  statement or alleged  untrue
statement of a material fact contained in any registration statement under which
such Warrant  Shares were  registered  under the Act pursuant to Section 12, any
preliminary  prospectus or final prospectus  contained therein, or any amendment
or supplement thereof, or arise out of or are based upon 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 pay or
reimburse  each  such  selling  Holder,  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 (i) will not be liable
in any such case if and to the extent that (A) 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  selling  Holder,  any  such  underwriter  or  any  such
controlling person, as the case may be, in writing  specifically for use in such
registration statement, prospectus, amendment or supplement or (B) in respect to
such statement,  alleged statement  omission or alleged omission with respect to
which  such  loss,  claim,  damage  or  liability  directly  relates,  the final
prospectus for such  registration  statement  corrected in all material respects
such statement  alleged  statement,  omission or alleged  omission and a copy of
such final  prospectus  was not sent or given by or on behalf of such Holder (or
otherwise delivered in accordance with applicable law or regulation) at or prior
to the  confirmation  of the sale of Warrant Shares of such Holder and (ii) will
not be liable for amounts paid in  settlement of any such loss,  claim,  damage,
liability or action if such  settlement  is effected  without the consent of the
Company, such consent not to be unreasonably withheld or delayed.

          (b) In the event of a registration of any Warrant Shares under the Act
pursuant to this  Section 12, each Holder  selling  Warrant  Shares  thereunder,
severally and not jointly,  will  indemnify and hold harmless the Company,  each
person,  if any, who controls  the Company  within the meaning of the 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  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 Act or otherwise,
but only to the extent that such  losses,  claims,  damages or  liabilities  (or
actions  in  respect  thereof)  arise  out of or are  based  upon (i) an  untrue
statement or alleged untrue  statement or omission or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein not misleading,  made in reliance upon and in conformity with
information  pertaining to such selling Holder, as such, furnished in writing to
the Company by such selling  Holder  specifically  for use in such  registration
statement under which such Warrant Shares was registered  under the Act pursuant
to this Section 12, any  preliminary  prospectus or final  prospectus  contained
therein, or any amendment or supplement  thereof,  and will pay or 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 or
(ii) any statement, alleged statement,  omission or alleged omission made by the
Company with  respect to which such loss,  claim,  damage or liability  directly
relates, if the final prospectus for such


                                       12
<PAGE>

registration statement corrected inall material respects such statement, alleged
statement,  omission or alleged omission and a copy of such final prospectus was
not sent or given by or on behalf of such  Holder  (or  otherwise  delivered  in
accordance with applicable law or regulation) at or prior to the confirmation of
the sale of  Warrant  Shares of such  Holder,  provided,  however,  that (A) the
liability of each selling Holder 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 Warrant  Shares sold by such
selling  Holder  under such  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 selling Holder from the sale of Warrant Shares
covered by such registration statement and (B) no selling Holder shall be liable
for amounts paid in settlement  of any such loss,  claim,  damage,  liability or
action if such  settlement  is  effected  without  the  consent of such  selling
Holder, such consent not to be unreasonably withheld or delayed.

          (c)  Promptly  after  receipt by an  indemnified  party  hereunder  of
written  notice of any claim or the  commencement  of any action or  proceeding,
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,
except to the extent the  indemnifying  party is  materially  prejudiced by such
omission. In case any such action shall be brought against any indemnified party
and  the  indemnified   party  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 reasonably 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  12.6(c) for any legal or
other professional  expenses  subsequently incurred by such indemnified party in
connection with the defense  thereof.  No indemnifying  party, in the defense of
any such claim or  litigation  against an  indemnified  party,  shall consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
indemnified  party of a release  from all  liability in respect of such claim or
litigation, unless such indemnified party shall otherwise consent in writing. An
indemnifying  party who  elects to assume the  defense  of a claim  shall not be
obligated  to pay the fees and expenses of more than one counsel for all parties
indemnified by such  indemnifying  party with respect to such claim (in addition
to any local counsel),  unless any indemnified  party reasonably  concludes that
there may be legal defenses  available to such indemnified party with respect to
such claim which are  different  from or  additional  to those  available to any
other of such  indemnified  parties or that a  conflict  of  interest  may exist
between such indemnified  party and any other of such  indemnified  parties with
respect to such claim, in which event the indemnifying  party shall be obligated
to pay the reasonable fees and expenses of such additional counsel or counsels.

          (d) In order to provide  for just and  equitable  contribution  in any
case in which either (i) any Holder  exercising  registration  rights under this
Section  12, or any  controlling  person of any such  Holder,  makes a claim for
indemnification  pursuant to this Section 12.6, but it is judicially  determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and following  the  expiration of time to appeal or the denial of the last right
of


                                       13
<PAGE>

appeal)   that  such   indemnification   may  not  be   enforced  in  such  case
notwithstanding  the fact that this Section 12.6 provides for indemnification in
such case or (ii) contribution  under the Act may be required on the part of any
such  Holder  or  any  such  controlling   person  in  circumstances  for  which
indemnification  is provided  under this Section  12.6,  then,  and in each such
case,  the Company and such Holder shall  contribute  to the  aggregate  losses,
claims,  damages or liabilities to which they may be subject (after contribution
from others) in such  proportion as is  appropriate to reflect both the relative
benefit  received by such Holder and the relative  fault of the Company and such
Holder;  provided,  however,  that,  in any such  case,  (A) no  Holder  will be
required to contribute any amount in excess of the public  offering price of all
such Warrant  Shares 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 Act) will be entitled to  contribution  from any
person or entity who was not guilty of such  fraudulent  misrepresentation.  For
purposes of the preceding sentence,  the relative benefit received by the Holder
of Warrant  Shares  shall be deemed to be in the same  proportion  as the public
offering price of its Warrant Shares offered by the registration statement bears
to the public  offering  price of all  securities  offered by such  registration
statement;  and the  relative  fault of the  Company  and such  Holder  shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or omission of a material  fact relates to
information  supplied by the Company or by the Holder and the parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission.

     12.7 Securities Law Compliance.  The Company  covenants that it will timely
file all reports  required to be filed by it under the Act and the Exchange Act.
So long as the Company is subject to the periodic reporting  requirements of the
Exchange Act, the Company covenants to make publicly  available such information
as may be necessary to permit the sale of Warrant  Shares  without  registration
under the Act pursuant to the  exemption  provided by Rule 144 under the Act, as
such rule may be amended from time to time,  or any similar  rule or  regulation
hereafter adopted by the Commission.  Upon the request of any Holder of Warrants
or Warrant  Shares at any time, if  applicable  the Company will deliver to such
Holder  or such  Holder's  prospective  transferee  such  information  as may be
necessary to permit the sale of Warrants or Warrant Shares pursuant to Rule 144A
under the Act, as such rule may be amended  from time to time.  Upon  request of
any Holder of  Warrants or Warrant  Shares,  the  Company  will  deliver to such
Holder a written  statement as to whether it has complied with such  information
requirements.

     13. Notices to Holders.
         ------------------

     13.1 Nothing  contained in this Warrant Agreement or in any of the Warrants
shall be construed as conferring  upon the Holders  thereof as such the right to
vote or to receive  dividends or to consent or to receive notice as stockholders
in respect of the meetings of  stockholders  or the election of directors of the
Company or any other matter or any other rights  whatsoever as  stockholders  of
the Company.

     13.2 In the event the Company intends to:

          (a) make any  distribution  on or with respect to its Common Stock (or
other  securities that may then be issuable in lieu thereof upon the exercise of
Warrants), including


                                       14
<PAGE>


without  limitation  any  dividend  or  distribution  from earned  surplus,  any
dividend or distribution of stock,  assets or evidences of indebtedness,  or any
similar distribution,

          (b) issue  subscription  rights or  warrants  to holders of its Common
Stock,

          (c) consolidate or merge with or into another entity,

          (d) liquidate,  dissolve or sell or otherwise dispose of substantially
all its assets, or

          (e) take any other  action that would result in an  adjustment  to the
Exercise  Price or an adjustment to the number of Warrant Shares that the Holder
of a Warrant  shall be  entitled  to receive  upon  exercise  thereof,  then the
Company  shall cause a notice of its intention to take such action to be sent by
first-class mail, postage prepaid, at least 20 days prior to the date fixed as a
record date or the date of closing the transfer books for the  determination  of
the stockholders  entitled to such distribution or issuance or to vote upon such
proposed consolidation,  merger, liquidation,  sale or conveyance to each Holder
at its  address  appearing  on the Warrant  register,  but failure to mail or to
receive such notice or any defect  therein or in the mailing  thereof  shall not
affect the validity of any action taken in  connection  with such  distribution,
issuance, consolidation, merger, liquidation, sale or conveyance.

          14. Notices.  Any notice or demand required by this Warrant  Agreement
              -------
to be given or made by any  Holder to or on the  Company  shall be  sufficiently
given or made if sent by registered or certified mail,  postage  prepaid,  or by
facsimile transmission address as follows:

                  Educational Video Conferencing, Inc.
                  35 East Grassy Sprain Road
                  Suite 200
                  Yonkers, New York 10710
                  Telephone: 914.787.3500
                  Facsimile:  914.395.3498
                  Attention:  Dr. Arol I. Buntzman

Any notice or demand  required by this Warrant  Agreement to be given or made by
the Company to or on the Holder of any Warrant  shall be  sufficiently  given or
made,  whether or not such Holder  receives the notice,  if sent by  first-class
mail, postage prepaid,  addressed to such Holder at his last address as shown on
the books of the Company.

     15.  Governing Law. The validity.  interpretation  and  performance of this
          ---------------------------
Warrant Agreement,  of each Warrant issued hereunder and of the respective terms
and  provisions  thereof  shall be governed by the laws of the State of New York
without giving effect to principles of conflicts of law.

     16.   Counterparts.   This  Warrant   Agreement  may  be  executed  in  two
           ------------
counterparts,  each of which when so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same instrument.


                                       15
<PAGE>

     IN WITNESS WHEREOF,  the parties have executed this Warrant Agreement as of
the date first set forth above.

                                        EDUCATIONAL VIDEO CONFERENCING, INC.



                                        By: /s/ Dr. Arol I. Buntzman
                                            ---------------------------------
                                            Dr. Arol I. Buntzman
                                            Chairman and Chief Executive Officer


                                            PETER J. SOLOMON COMPANY LIMITED



                                        By: /s/ Marc Cooper
                                           ----------------------------------
                                            Marc Cooper
                                            Managing Director


                                       16

<PAGE>

                                                                         ANNEX A



THE  WARRANTS  REPRESENTED  HEREBY AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE
THEREOF HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT");  AND, NONE OF SUCH SECURITIES MAY BE OFFERED,  OR SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT, OR (ii) AN AVAILABLE  EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO
THE  DISPOSITION OF SECURITIES AND UPON DELIVERY TO THE COMPANY OF AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH EXEMPTION
FROM  REGISTRATION  UNDER  THE  ACT IS  AVAILABLE.  IN  ADDITION,  THE  WARRANTS
REPRESENTED HEREBY MAY NOT BE TRANSFERRED OR EXERCISED EXCEPT IN ACCORDANCE WITH
THE  PROVISIONS  OF THE WARRANT  AGREEMENT  DATED AS OF APRIL 18,  2000  BETWEEN
EDUCATIONAL VIDEO CONFERENCING, INC. AND PETER J. SOLOMON COMPANY LIMITED.

No. 1                                                           25,000 Warrants

                     Void After 5:00 p.m. New York City Time

                                On April 18, 2007

                      Educational Video Conferencing, Inc.

                               Warrant Certificate

     THIS CERTIFIES THAT, for value received,  PETER J. SOLOMON COMPANY LIMITED,
or registered  assigns, is the Holder of the number of Warrants set forth above,
each Warrant entitling the owner thereof to purchase at any time after April 18,
2000 and  prior to 5:00  p.m.,  New York  City  time,  on April  18,  2007  (the
"Expiration Date"), one fully paid and non-assessable share of common stock, par
value $.0001 per share  ("Common  Stock"),  of Educational  Video  Conferencing,
Inc., a Delaware corporation (the "Company"), at a purchase price per share (the
"Exercise Price") initially equal to $16.09,  upon presentation and surrender of
this Warrant Certificate with the Form of Election to Purchase (attached hereto)
duly executed. The number of Warrants evidenced by this Warrant Certificate (and
the number of shares that may be purchased  upon  exercise  hereof (the "Warrant
Shares") set forth above and the  Exercise  Price set forth above are the number
and  Exercise  Price  as of the  date  of  original  issuance  of  this  Warrant
Certificate,  based on the Common Stock as constituted at such date. As provided
in the Warrant Agreement referred to below, the Exercise Price and the number or
kind of shares that may be purchased upon the exercise of the Warrants evidenced
by this Warrant  Certificate are subject to modification and adjustment upon the
happening of certain events.

     This  Warrant  Certificate  is subject to, and entitled to the benefits of,
all of the terms, provisions and conditions of the Warrant Agreement dated as of
April 18, 2000 between the Company and Peter J. Solomon Company  Limited,  which
Warrant Agreement is hereby incorporated herein reference and made a part hereof
and to which reference is hereby made for a


                                       17

<PAGE>

full  description of the rights,  limitations  of rights,  duties and immunities
hereunder of the Company and the Holders of the Warrant Certificates.  A copy of
the Warrant Agreement is on file at the principal office of the Company.

     This Warrant Certificate, with or without other Warrant Certificates,  upon
surrender at the principal  office of the Company,  may be exchanged for another
Warrant Certificate or Warrant  Certificates of like tenor,  evidencing Warrants
entitling  the Holder to  purchase a like  aggregate  number of shares of Common
Stock  as  the  Warrants  evidenced  by  the  Warrant   Certificate  or  Warrant
Certificates  surrendered  entitled  such Holder to  purchase.  If this  Warrant
Certificate  shall be exercised in part,  the Holder hereof shall be entitled to
receive  upon   surrender   hereof  another   Warrant   Certificate  or  Warrant
Certificates for the number of whole Warrants not exercised.

     The Exercise  Price may be paid in cash or by surrender of the  appropriate
number of  Warrants  or shares of Common  Stock in a cashless  exercise  or in a
combination thereof as provided in Section 4.2 of the Warrant Agreement.

     No  fractional  shares of Common  Stock will be issued upon the exercise of
any Warrant or Warrants  evidenced  hereby,  but in lieu  thereof a cash payment
will be made as provided in the Warrant Agreement.

     No Holder of this Warrant  Certificate,  as such, shall be entitled to vote
or to receive  dividends or to consent or to receive  notice as a stockholder of
the meetings of stockholders for the election of directors of the Company or any
other matter or to any rights  whatsoever as stockholder  of the Company,  until
the Warrant or Warrant  evidenced  by this Warrant  Certificate  shall have been
exercised  and the Warrant  Shares shall have been  delivered as provided in the
Warrant Agreement.

     If this Warrant  Certificate  shall be surrendered  for exercise within any
period  during which the  transfer  books for the Common Stock or other class of
stock  issuable  upon  exercise of this Warrant  Certificate  are closed for any
purpose,  the Company shall not be required to make delivery of certificates for
shares  issuable  upon such  exercise  until the date of the  reopening  of said
transfer books as provided in the Warrant Agreement.

     IN WITNESS WHEREOF,  Educational  Video  Conferencing,  Inc. has caused the
signature (or  facsimile  signature) of its Chairman and Secretary to be printed
hereon.

EDUCATIONAL VIDEO CONFERENCING, INC.

By:     /s/ Dr. Arol I. Buntzman
        ------------------------------------
        Dr. Arol I. Buntzman
        Chairman and Chief Executive Officer

Attest: Richard Goldenberg
        ------------------------------------

        Secretary



                                       18
<PAGE>



                               FORM OF ASSIGNMENT



(To be executed by the Holder if such Holder  desires to transfer  this  Warrant
Certificate).

TO EDUCATIONAL VIDEO CONFERENCING, INC.


     FOR  VALUE  RECEIVED,   __________________________________________   hereby
sells,  assigns  and  transfers  unto   ________________________   this  Warrant
Certificate,  together  with all rights,  title and interest  therein,  and does
hereby irrevocably  constitute and appoint  ______________________,  to transfer
the within Warrant  Certificate on the books of the within-named  Company,  with
full power of substitution.

DATED: __________________

                                        Signature ____________________________




Signature Guaranteed:


NOTICE:

     The signature on the foregoing  assignment  must  correspond to the name as
written upon the face of this Warrant  Certificate in every particular,  without
alteration or enlargement or any change whatsoever.



                                       19
<PAGE>



                          FORM OF ELECTION TO PURCHASE



(To be executed if Holder  desires to exercise  the  Warrants  evidenced by this
Warrant Certificate).

TO EDUCATIONAL VIDEO CONFERENCING, INC.

     The    undersigned    hereby   (1)    irrevocably    elects   to   exercise
___________________________________   Warrants   represented   by  this  Warrant
Certificate  to purchase  __________  shares of Common Stock  issuable  upon the
exercise of such Warrants,  (2) makes payment in full of the aggregate  Exercise
Price for such  Warrants by enclosure of a bank  cashier's  check or money order
therefor or by  surrendering  Warrants or shares of Common Stock for application
to the aggregate  Exercise Price, upon condition that new Warrants be issued for
the balance of the Warrants  remaining,  and (3) requests that  certificates for
shares and Warrants be issued in the name of.

(Please insert social security or other
         identifying number) _________________



(Please print name and address)

If such  number of  Warrants  shall not be all the  Warrants  evidenced  by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of such
Warrants shall be registered in the name of and delivered to:

Please insert social security or other
         identifying number) _________________



(Please print name and address)


DATED: _________________, 19/20___



                                          Signature _________________________

Signature Guaranteed:

NOTICE:

The signature on the foregoing  election to purchase must correspond to the name
as  written  upon  the face of this  Warrant  Certificate  in every  particular,
without alteration or enlargement or any change whatsoever.



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