EXHIBIT
      10.10

    


    INDEMNITY
      AGREEMENT AND RELEASE

     

    THIS
      AGREEMENT is made and entered into this ___ day of December, 2007, by and among
      COMVEST INVESTMENT PARTNERS III, L.P., EVCI CAREER COLLEGES HOLDINGS CORP.,
      INTERBORO INSTITUTE, INC., INTERBORO HOLDING, INC., PENNSYLVANIA SCHOOL OF
      BUSINESS, INC., and TECHNICAL CAREER INSTITUTES, INC. (each of the foregoing
      a
      "Releasor"
      and
      collectively, the "Releasors")
      and
      HARRIS N.A. ("Harris").

    


    RECITALS:

    


    To
      induce
      Harris to enter into a certain Sale and Assignment of Loan Documents between
      Harris and Comvest Investment Partners III, L.P. dated as of the date hereof
      (the "Sale
      Agreement"),
      Harris has required that each Releasor execute and deliver this Indemnity
      Agreement and Release. All terms capitalized but not defined herein shall have
      the meanings given to such terms in the Sale Agreement.

    


    In
      consideration of good and valuable considerations, the receipt and sufficiency
      of which is acknowledged by each Releasor, subject to and effective upon the
      satisfaction of the conditions precedent in the Sale Agreement, each Releasor
      hereby agrees as follows:

    


    1. Indemnity.
      Releasors jointly and severally hereby assume, agree to pay, indemnify and
      defend and hold harmless Harris and its parent corporation, affiliates,
      subsidiaries, successors, assigns, officers, directors, shareholders, employees,
      advisors, attorneys and agents (collectively, "Indemnitee"),
      from
      and against any and all claims, actions, causes of action, liabilities,
      penalties, fines, damages, judgments, losses, suits, expenses, legal or
      administrative proceedings, interest, costs and expenses (including court costs
      and attorneys', consultants' and experts' fees) whether foreseeable or
      unforeseeable, arising out of or in any way relating to the Purchased Documents,
      the loans evidenced thereby, the Releasors, or any of them, or the Sale
      Agreement and any claims, actions, causes of action, liabilities, penalties,
      fines, damages, judgments, losses, suits, expenses, legal or administrative
      proceedings, interest, costs and expenses by third parties not a party hereto
      against Harris for actions of Harris with respect to such third parties, in
      each
      case solely to the extent (a) arising out of any of the matters described above
      in this paragraph 1 and (b) not arising directly from the willful misconduct
      of
      Harris as determined by the final judgment of a court of competent jurisdiction.
      Releasor shall have the right to control any action or claim, including an
      action for which indemnity is required herein, through knowledgeable and
      experienced counsel of its choice, subject to the consent of Harris, which
      shall
      not be unreasonably withheld or delayed. If Releasor fails to undertake the
      control of any such action, and Harris notifies Releasor in writing of Harris'
      intent to control such action within thirty (30) days (or five (5) days less
      than such lesser time as may be required to respond to such claims) of
      Releasor's notice of such claims to Harris, Harris shall have the right to
      undertake the control, conduct or settlement of such claims through its own
      knowledgeable and experienced counsel at Releasor's sole cost and expense.
      Harris represents that, on the date hereof, it has no knowledge
      of any valid basis by any third party for any claim for which indemnification
      could be sought hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Notices.
      Harris
      will give Releasor notice within a reasonable time after receiving a written
      demand, service of a pleading, court document or other written communication
      threatening to require or demanding payment from or asserting a claim against
      any Indemnitee. Upon request, any party shall furnish any other party with
      such
      information and cooperation as Harris and Releasor may reasonably require
      including but not limited to the furnishing of copies of relevant correspondence
      and pleadings. 

    


    3. Settlements.
      Any
      settlement offer made to a party to this Agreement and arising out of any matter
      which is the subject of this Agreement shall be communicated to the other party
      within five days of the receipt thereof. Releasor shall be obligated to discuss
      and consult with Harris as to Harris' position concerning any proposed
      settlement. Harris shall not settle any claim without Releasor's consent,
provided
      however that,
      if a
      Releasor fails to respond to any settlement proposal within ten (10) business
      days of written notice of such proposal, such Releasor shall be deemed to have
      consented to such proposal.

    


    4. Payments.
      Releasor will pay to Harris within ten (10) days of the date such payment is
      due
      the amount of any such claim in cash or certified funds, provided
      however that
      nothing
      contained herein shall limit Releasor's right to appeal (and to defer payment
      pending such appeal) provided such appeal or bond filed in connection therewith
      suspends the right of any party to collect such claim. Any payment not received
      on the date such payment is due to Harris shall accrue interest at the lower
      of
      18% per annum or the maximum rate allowed by law until paid and such interest
      shall be due upon written demand. To the extent of any payments made to Harris
      hereunder, Releasor shall be subrogated to Harris' rights of recovery to any
      third party that may be liable and Indemnitee shall do everything reasonably
      necessary to assign such rights to Releasor.
      To the extent of any payments made by a
      Releasor
      to Harris or any other Indemnitee hereunder, such
      Releasor shall be subrogated to Harris' or such Indemnitee's rights of recovery
      against any third party that may be liable, and Harris or such Indemnitee shall
      do everything reasonably necessary to assign such rights to such
      Releasor.

    


    5. Release.
      Except
      as otherwise expressly provided in the Sale Agreement, each Releasor, acting
      on
      behalf of themselves and any affiliated entities, all predecessors, successors
      and assigns, and all past present partners, agents, attorneys, servants and
      employees, hereby release, remise and forever discharge Indemnitee, and each
      of
      them, separately and collectively, of all claims, demands causes of action,
      obligations and liabilities, known or unknown, accrued or unaccrued, suspected
      or unsuspected, for any compensatory, punitive, treble or other damages, that
      the Releasors have, had or may have had or in the future may have as a result
      of
      or arising in connection with or relating to the Purchased Documents, the loans
      evidenced thereby, the Releasors, or any of them, or the Sale
      Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6. Amendments.
      No
      modifications, amendments or changes in this Agreement shall be effective or
      binding upon the parties unless the same have been agreed to in writing by
      each
      of them.

    


    7. Addresses.
      All
      notices or other communications to be given hereunder shall be in writing,
      hand
      delivered and receipted or sent by certified U.S. Mail with postage prepaid,
      return receipt requested, to the addressee at its address set forth on the
      signature pages hereof or as may be designated by subsequent notice.


    


    8. Severability.
      If any
      provision or portion of this Agreement is found by a court of competent
      jurisdiction or other authorized body to be unenforceable or null and void,
      such
      provision shall be deemed stricken and severed from this Agreement and the
      remaining provisions and portions hereof shall continue in full force and
      effect. If any coverage or indemnity hereunder is found to exceed the maximum
      permissible indemnity allowed by law, it shall not be stricken, but shall be
      reduced to conform to the broadest possible coverage and indemnity permitted
      by
      law. This indemnity and release and the stipulations herein contained will
      apply
      to and bind the successors and assigns of the respective parties. 

    


    9. Not
      Assignable.
      This
      Agreement is made for the benefit of Harris and to be expressly enforceable
      against Releasors jointly and severally. This Agreement may not be assigned,
      transferred, hypothecated or pledged by any party hereto. 

    


    10. Counterparts. This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument, and any of the parties
      hereto may execute this Agreement by signing any such counterpart.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each party hereto has caused this Agreement to be executed
      as
      and of the date and year first set forth above.

    


    
      	 	
              EVCI
                Career Colleges Holding Corp.

            
	 	 
	 	
              By: 

            	
              /s/
                Dr. John J. McGrath

            
	
               

            	 	
              Name:
                

            	
              Dr.
                John J. McGrath

            
	 	 	
              Title:
                

            	
              Chief
                Executive Officer and President

            


    

     

    
      	 	
              Address:

            
	 	
              c/o
                EVCI Career Colleges Holding Corp.

            
	 	
              1
                Van Der Donck Street

            
	 	
              Yonkers,
                New York 10701

            
	 	
              Attention:
                Dr. John J. McGrath, CEO and 

              President
                and Joseph D. Alperin, General Counsel

            
	 	
              Telephone:
                (914) 623-0700

            
	 	
              Telecopy:
                (914) 964-8222

            


    

    


    
      	 	
              Interboro
                Institute, Inc.

            
	 	 
	 	
              By:
                

            	
              /s/
                Dr. John J. McGrath

            
	
               

            	 	
              Name:
                

            	
              Dr.
                John J. McGrath

            
	
               

            	 	
              Title:
                

            	
              Chief
                Executive Officer

            


    

    


    
      	 	
              Address:

            
	 	
              c/o
                EVCI Career Colleges Holding Corp.

            
	 	
              1
                Van Der Donck Street

            
	 	
              Yonkers,
                New York 10701

            
	 	
              Attention:
                Dr. John J. McGrath, CEO and President and Joseph D. Alperin, General
                Counsel

            
	 	
              Telephone:
                (914) 623-0700

            
	 	
              Telecopy:
                (914) 964-8222

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Interboro
                Holding, Inc.

            
	 	 
	 	
              By: 

            	
              /s/
                Dr. John J. McGrath

            
	
               

            	 	
              Name:
                

            	
              Dr.
                John J. McGrath

            
	
               

            	 	
              Title:
                

            	
              President
                

            


    

    


    
      	 	
              Address:

            
	 	
              c/o
                EVCI Career Colleges Holding Corp.

            
	 	
              1
                Van Der Donck Street

            
	 	
              Yonkers,
                New York 10701

            
	 	
              Attention:
                Dr. John J. McGrath, CEO and 

              President
                and Joseph D. Alperin, General Counsel

            
	 	
              Telephone:
                (914) 623-0700

            
	 	
              Telecopy:
                (914) 964-8222

            


    

    


    
      	 	
              Pennsylvania
                School of Business, Inc.

            
	 	 
	 	
              By: 

            	
              /s/
                Dr. John J. McGrath

            
	
               

            	 	
              Name:
                

            	
              Dr.
                John J. McGrath

            
	
               

            	 	
              Title:
                

            	
              Chief
                Executive Officer and President

            


    

    


    
      	 	
              Address:

            
	 	
              c/o
                EVCI Career Colleges Holding Corp.

            
	 	
              1
                Van Der Donck Street

            
	 	
              Yonkers,
                New York 10701

            
	 	
              Attention:Dr.
                John J. McGrath, CEO and 

              President
                and Joseph D. Alperin, General Counsel

            
	 	
              Telephone:
                (914) 623-0700

            
	 	
              Telecopy:(914)
                964-8222

            


    

    


    
      	 	
              Technical
                Career Institutes, Inc.

            
	 	 
	 	
              By:
                

            	
              /s/
                Dr. John J. McGrath

            
	
               

            	 	
              Name:
                

            	
              Dr.
                John J. McGrath

            
	 	 	
              Title:
                

            	
              Chairman

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Address:

            
	 	
              c/o
                EVCI Career Colleges Holding Corp.

            
	 	
              1
                Van Der Donck Street

            
	 	
              Yonkers,
                New York 10701

            
	 	
              Attention:Dr.
                John J. McGrath, CEO and 

              President
                and Joseph D. Alperin, General Counsel

            
	 	
              Telephone:
                (914) 623-0700

            
	 	
              Telecopy:
                (914) 964-8222

            


    

    


    
      	 	
              Harris
                N.A.

            
	 	 
	 	
              By:

            	
              /s/
                M. Latta

            
	
               

            	 	
              Name:
                

            	
              M.
                Latta

            
	
               

            	 	
              Title:

            	
              Vice
                President

            


    

    


    
      	 	
              Address:

            
	 	
              Harris
                N.A.

            
	 	
              115
                South LaSalle Street

            
	 	
              Suite
                11-W

            
	 	
              Chicago,
                Illinois 60603

            
	 	
              Attention:
                Carole Rosa-Flisnik

            
	 	 
	 	
              With
                a copy to:

            
	 	
              Harris
                N.A.

            
	 	
              700
                Louisiana Street

            
	 	
              Suite
                4400

            
	 	
              Houston,
                Texas 77002

            
	 	
              Attention:
                Thomas E. McGraw / Mary Lee Latta

            
	 	
              Telephone:
                (713) 546-9781 / (713) 546-9758

            
	 	
              Fax
                No.: (713) 223-0477

            
	 	
              Email:
                thomas.mcgraw@bmo.com /
                mary.latta@bmo.com

            


    

    


    
      	 	
              With
                a copy to:

            
	 	
              Drinker
                Biddle & Reath LLP

            
	 	
              105
                College Road East

            
	 	
              Princeton,
                NJ 08542

            
	 	
              Attention:
                Judith E. Reich

            
	 	
              Telephone:
                (609) 716-6566

            
	 	
              Fax
                No.: (609) 799-7000

            
	 	
              Email:
                Judith.reich@dbr.com

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              COMVEST
                INVESTMENT PARTNERS III, L.P.

            
	 	 
	 	
              By:
                

            	
              ComVest
                III Partners, LLC, its General Partner

            
	 	 	 
	 	 	
              By:
                

            	
              ComVest
                Advisors LLC, its Managing Member

            


    

    


    
      	 	
              By:
                

            	
              /s/
                Larry E. Lenig, Jr.

            
	 	
            	
              Name:
                

            	Larry E. Lenig,
              Jr.
	
               

            	 	
              Title: 

            	
              Authorized
                Signatory

            


    

     

    
      	 	
              Address:

            
	 	
              Comvest
                Investment Partners III, L.P.

            
	 	
              One
                North Clematis-Suite 300

            
	 	
              West
                Palm Beach, FL 33401 

            
	 	
              Attention:
                Mr. Michael Falk

            
	 	
              Telephone:
                (561) 868-6071

            
	 	
              Email:
                michaelf@comvest.com

            
	 	 
	 	
              With
                a copy to: Greenberg Traurig, LLP

            
	 	
              The
                MetLife Building

            
	 	
              200
                Park Avenue

            
	 	
              New
                York, NY 10166

            
	 	
              Attention:
                Alan I. Annex, Esq.

            
	 	
              Telephone:
                (212) 801-9200

            
	 	
              Fax
                No.: (212) 801-6400

            
	 	
              Email:
                annexa@gtlaw.com

            


    

    


    
      
        
        

      

      
        7