EXHIBIT
      10.9

     

    WAIVER AND
      CONSENT

     

    Each
      of
      the undersigned is the holder of a Secured Convertible Promissory Note dated
      May
      23, 2007 (each a “Note” and collectively the “Notes”) issued to the undersigned
      by EVCI Career Colleges Holding Corp. (the “Company”), and as such is entitled
      to the benefits of and is subject to the terms of (i) the Security Agreement
      dated as of May 23, 2007 by and among the Company, its Subsidiaries and ComVest
      Investment Partners III, L.P., as Agent (the “Security Agreement”), and (ii) the
      Intercreditor Agreement dated as of April 24, 2007 by and among the undersigned,
      the Company and Harris N.A. (the “Intercreditor Agreement”). The Notes, the
      Security Agreement and the Intercreditor Agreement are collectively referred
      to
      herein as the “Documents”. 

     

    Each
      of
      the undersigned (other than ComVest Investment Partners III, L.P.) is also
      party
      to a Purchase Agreement pursuant to which, among other things, such persons
      purchased their Notes (collectively, the “Subscription
      Agreements”).

     

    Anything
      contained in the Documents or the Subscription Agreements to the contrary
      notwithstanding, each of the undersigned hereby consents and agrees that (a)
      the
      Company may borrow from ComVest Investment Partners III, L.P., any of its
      affiliates and/or any third parties (collectively, “ComVest”) up to $700,000 in
      principal amount of indebtedness, (b) the Company and/or any of its subsidiaries
      may borrow from ComVest up to an additional $3,000,000 in principal amount
      of
      indebtedness, (c) the Company and/or any of its subsidiaries may, from time
      to
      time, borrow from ComVest such additional amounts as may be required for the
      operation of the Company’s and its subsidiaries’ businesses, (d) notwithstanding
      any limitation on the amount of “Senior Debt” under as defined in the
      Intercreditor Agreement, all of such indebtedness may constitute “Senior Debt”
under and for all purposes of the Intercreditor Agreement from and after such
      time as ComVest shall have purchased the existing Senior Debt currently held
      by
      Harris N.A., and (e) such indebtedness may be guaranteed by the Company and
      its
      subsidiaries and be secured by all assets of the Company and its subsidiaries,
      which security interests shall be senior to the security interests granted
      under
      the Security Agreement. All of such borrowings may be on such terms and
      conditions as may be approved by the Company’s Board of Directors. In addition,
      in the event that and at such time as ComVest shall require that any or all
      of
      the aforesaid loans be assigned to and assumed by a business trust in
      conjunction with the assignment to such business trust of the outstanding
      capital stock of Technical Career Institutes, Inc. and Pennsylvania School
      of
      Business, Inc. (such business trust to have trustees comprised of the same
      individuals as constitute the Company’s Board of Directors, subject to any
      statutory requirement of resident trustees), each of the undersigned hereby
      consents and agrees that the Company may assign to such business trust the
      undersigned’s Note (which shall thereupon be assumed by such business
      trust).

     

    ComVest
      Investment Partners III, L.P. and each other of the undersigned hereby confirms
      that all of the Notes are equal in rank and have the same rights, including
      the
      right to receive payments of principal and interest at the same time (subject
      to
      the Intercreditor Agreement) ratably in accordance with their respective
      principal amounts.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Provided
      that ComVest Investment Partners III, L.P. executes this Waiver and Consent,
      (i)
      this Waiver and Consent shall be binding upon each of the undersigned who
      executes and delivers this Waiver and Consent, notwithstanding that any of
      the
      other intended parties hereto fails to execute and deliver this Waiver and
      Consent, and (ii) each person executing and delivering this Waiver and Consent
      hereby waives any Event of Default (as such term is defined in such person’s
      Note) which may exist or arise solely by reason of the Company or any of its
      subsidiaries taking any of the actions consented to above without the consent
      of
      any intended party hereto who does not execute and deliver this Waiver and
      Consent (regardless of whether such action may constitute an Event of Default
      under and as defined in the Note held by any intended party who does not execute
      and deliver this Waiver and Consent).

     

    This
      Waiver and Consent shall be binding upon and shall inure to the benefit of
      each
      of the undersigned and their respective heirs, executors, administrators,
      personal representatives, successors and assigns, including but not limited
      to
      any assignee or subsequent holder (direct or indirect) of any of the
      Notes.

     

    This
      Waiver and Consent may not be amended or modified except pursuant to a written
      agreement signed by the party to be charged therewith.

     

    This
      Waiver and Consent shall be governed by and construed in accordance with the
      laws of the State of New York.

     

    This
      Waiver and Consent may be executed in any number of counterparts, each of which
      shall be deemed to constitute an original, but all of which shall together
      constitute one and the same agreement. This Waiver and Consent may be executed
      by fax signatures, which shall have full binding legal effect.

     

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    IN
      WITNESS WHEREOF, the undersigned have executed this Waiver and Consent as of
      this 31st
      day of
      December, 2007.

     

    
      	 	
              COMVEST
                INVESTMENT PARTNERS III, L.P.

            
	 	 
	 	
              By:
                

            	
              ComVest
                III Partners LLC, 

              its
                General Partner

            
	 	
            	 
	 	By:
              	
              /s/
                Larry E. Lenig, Jr. 

            
	 	 	
              Authorized
                Signatory

            
	 	 	 
	 	 	                    
              
	 	 	
              Dr.
                Arol I. Buntzman

            
	 	 	 
	 	 	
              /s/
                Dr. John J. McGrath

            
	 	 	
              Dr.
                John J. McGrath

            
	 	 	 
	 	 	
              /s/
                Joseph D. Alperin

            
	 	 	
              Joseph
                D. Alperin

            
	 	 	 
	 	 	                   
              
	 	 	
              Stephen
                Schwartz

            


    

     

    
      
        
        

      

      
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