EXHIBIT
      10.2

     

    THIS
      NOTE IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AGREEMENT DATED APRIL 24,
      2007
      IN FAVOR OF COMVEST INVESTMENT PARTNERS III, L.P. OR AN AFFILIATE THEREOF,
      AS
      ASSIGNEE OF HARRIS N.A. (THE “INTERCREDITOR AGREEMENT”), WHICH IS INCORPORATED
      HEREIN BY REFERENCE.

     

    
      	
              $700,000

            	
              December
                31, 2007

            


    

     

    PROMISSORY
      NOTE

     

    FOR
      VALUE
      RECEIVED, the undersigned, EVCI CAREER COLLEGES HOLDINGS CORP., a Delaware
      corporation (the “Maker”),
      hereby promises to pay to ComVest Investment Partners III, L.P., a Delaware
      limited partnership (“ComVest),
      or
      registered assigns (hereinafter, collectively with ComVest, the “Payee”),
      the
      sum of Seven Hundred Thousand ($700,000) Dollars or, if less, the aggregate
      unpaid principal amount of all Loans made by the Payee to the Maker pursuant
      to
      the Loan Agreement of even date herewith by and between ComVest and the Maker
      (the “Principal”),
      with
      interest thereon, on the terms and conditions set forth herein and in the Loan
      Agreement. Terms defined in the Loan Agreement and not otherwise defined herein
      shall have the meanings assigned thereto in the Loan Agreement.

     

    Payments
      of principal of, interest on and any other amounts with respect to this Note
      are
      to be made in lawful money of the United States of America.

     

    1. Payments.

     

    (a) Interest.
      This
      Note shall bear interest (“Interest”)
      on
      Principal amounts outstanding from time to time from the date hereof at the
      rate
      of eighteen (18%) percent per annum; provided,
      however,
      that
      during the continuance of any Event of Default under the Loan Agreement, the
      interest rate hereunder shall be twenty (20%) percent per annum. All Interest
      shall be computed on the daily unpaid Principal balance of this Note based
      on a
      three hundred sixty (360) day year, and shall be payable monthly in arrears
      on
      the first day of each calendar month commencing January 1, 2008. On each due
      date for the payment of Interest hereunder, all unpaid accrued Interest
      hereunder shall be added to the Principal of this Note; and, from and after
      the
      due date of such accrued Interest, such Interest which has been added to
      Principal shall bear Interest at the rate(s) per annum in effect from time
      to
      time hereunder, which shall be payable as provided herein. The Payee shall
      record on its books the addition of any and all accrued non-cash Interest to
      the
      Principal of this Note on the scheduled due date thereof; and the Payee’s books
      and records shall be conclusive as to the aggregate Principal balance hereunder
      from time to time, absence manifest error. 

     

    (b) Principal.
      The
      outstanding Principal of this Note shall be payable in full on March 31, 2009,
      or sooner as provided in Section 2(b) below.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Non-Business
      Day.
      If any
      scheduled payment date as aforesaid is not a business day in the State of New
      York or the State of Florida, then the payment to be made on such scheduled
      payment date shall be due and payable on the next succeeding business day,
      with
      additional interest on any Principal amount so delayed for the period of such
      delay.

     

    2. Prepayment.

     

    (a) Optional
      Prepayment of Principal.
      Subject
      to the Intercreditor Agreement, all or any portion of the unpaid Principal
      balance of this Note, together with all accrued and unpaid Interest on the
      Principal amount being prepaid, may at the Maker’s option be prepaid in whole or
      in part, at any time or from time to time upon ten (10) days’ prior written
      notice to the Payee.

     

    (b) Mandatory
      Prepayments of Principal.
      The
      entire Principal balance of this Note, and all accrued and unpaid Interest
      hereunder, (i) shall be required to be prepaid upon the consummation of any
      Sale, and (ii) may be required to be prepaid upon the occurrence of any Event
      of
      Default. 

     

    (c) Application
      of Payments.
      Any and
      all prepayments hereunder shall be applied first to unpaid accrued Interest
      on
      the Principal amount being prepaid, and then to Principal. 

     

    3. Events
      of Default.
      The
      occurrence or existence of an Event of Default under the Loan Agreement shall
      constitute a default under this Note and shall entitle the Payee to accelerate
      the entire indebtedness hereunder and take such other action as may be provided
      for in the Loan Agreement and/or in any and all other instruments evidencing
      and/or securing the indebtedness under this Note, or as may be provided under
      the law.

     

    4. Assignment.
      This
      Note shall be binding upon and shall inure to the benefit of the respective
      successors and permitted assigns of the parties hereto, provided that the Maker
      may not assign any of its rights or obligations hereunder without the prior
      written consent of the Payee.

     

    5. Waiver
      and Amendment.
      No
      waiver of a right in any instance shall constitute a continuing waiver of
      successive rights, and any one waiver shall govern only the particular matters
      waived. Neither any provision of this Note nor any performance hereunder may
      be
      amended or waived except pursuant to an agreement in writing signed by the
      party
      against whom enforcement thereof is sought. Except as otherwise expressly
      provided in this Note, the Maker hereby waives diligence, demand, presentment
      for payment, protest, dishonor, nonpayment, default, notice of any and all
      of
      the foregoing, and any other notice or action otherwise required to be given
      or
      taken under the law in connection with the delivery, acceptance, performance,
      default, enforcement or collection of this Note, and expressly agrees that
      this
      Note, or any payment hereunder, may be extended, modified or subordinated (by
      forbearance or otherwise) from time to time, without in any way affecting the
      liability of the Maker. The Maker further waives the benefit of any exemption
      under the homestead exemption laws, if any, or any other exemption, appraisal
      or
      insolvency laws, and consents that the Payee may release or surrender, exchange
      or substitute any personal property or other collateral security now held or
      which may hereafter be held as security for the payment of this
      Note.

     

    
      
         

      

      
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    6. Governing
      Law.
      This
      Note shall be construed in accordance with and governed by the
      laws
      of the State of New York, except to the extent superseded by Federal
      enactments.

     

    7. Consent
      to Jurisdiction; Waiver of Jury Trial.
      The
      Maker hereby consents to the jurisdiction of all courts of the State of New
      York
      and the United States District Court for the Southern District of New York,
      as
      well as to the jurisdiction of all courts from which an appeal may be taken
      from
      such courts, for the purpose of any suit, action or other proceeding arising
      out
      of or with respect to this Note. The Maker hereby waives the right to interpose
      any counterclaims (other than compulsory counterclaims) in any action brought
      by
      the Payee hereunder, provided that this waiver shall not preclude the Maker
      from
      pursuing any such claims by means of separate proceedings. THE MAKER HEREBY
      EXPRESSLY WAIVES ANY AND ALL OBJECTIONS WHICH IT MAY HAVE AS TO VENUE IN ANY
      OF
      SUCH COURTS, AND ALSO WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY SUCH SUIT,
      ACTION OR PROCEEDING. The Payee may file a copy of this Note as evidence of
      the
      foregoing waiver of right to jury trial. 

     

    8. Usury
      Savings Clause.
      All
      agreements between the Maker and the Payee are hereby expressly limited to
      provide that in no contingency or event whatsoever, whether by reason of
      acceleration of maturity of the indebtedness evidenced hereby or otherwise,
      shall the amount paid or agreed to be paid to the Payee for the use, forbearance
      or detention of the indebtedness evidenced hereby exceed the maximum amount
      which the Payee is permitted to receive under applicable law. If, from any
      circumstances whatsoever, fulfillment of any provision hereof or of the Loan
      Agreement or any Loan Document thereunder, at the time performance of such
      provision shall be due, shall involve transcending the limit of validity
      prescribed by law, then, ipso facto, the obligation to be fulfilled shall
      automatically be reduced to the limit of such validity, and if from any
      circumstance the Payee shall ever receive as interest an amount which would
      exceed the highest lawful rate, such amount which would be excessive interest
      shall be applied to the reduction of the principal balance of any of the Maker’s
      Obligations (as such term is defined in the Loan Agreement) to the Payee, and
      not to the payment of interest hereunder. To the extent permitted by applicable
      law, all sums paid or agreed to be paid for the use, forbearance or detention
      of
      the indebtedness evidenced by this Note shall be amortized, prorated, allocated
      and spread throughout the full term of such indebtedness until payment in full,
      to the end that the rate or amount of interest on account of such indebtedness
      does not exceed any applicable usury ceiling. As used herein, the term
“applicable law” shall mean the law in effect as of the date hereof, provided,
      however, that in the event there is a change in the law which results in a
      higher permissible rate of interest, then this Note shall be governed by such
      new law as of its effective date. This provision shall control every other
      provision of all agreements between the Maker and the Payee.

     

    9. Collection
      Costs.
      In the
      event that the Payee shall place this Note in the hands of an attorney for
      collection during the continuance of any Event of Default, the Maker shall
      further be liable to the Payee for all costs and expenses (including reasonable
      attorneys’ fees) which may be incurred by the Payee in enforcing this Note, all
      of which costs and expenses shall be obligations under and part of this Note;
      and the Payee may take judgment for all such amounts in addition to all other
      sums due hereunder.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Maker has executed this Note on the date first above
      written.

     

    
      	 	
              EVCI
                CAREER COLLEGES HOLDING CORP.

            
	 	 
	 	
              By:

            	
              /s/
                Dr. John J. McGrath

            
	 	 	
              Name:
                

            	
              Dr.
                John J. McGrath

            
	 	 	
              Title:
                

            	
              Chief
                Executive Officer and President

            


    

     

    
      
         

      

      
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