Edgar Filing: EVCI CAREER COLLEGES INC

As filed with the Securities and Exchange Commission on December 4, 2003
Registration No. 333-110567
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EVCI CAREER COLLEGES INCORPORATED
(Exact name of Registrant as specified in its charter)

DELAWARE 06-1488212
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

35 EAST GRASSY SPRAIN ROAD, SUITE 200
YONKERS, NEW YORK 10710
(914) 787-3500
(Address and telephone number of registrant's principal executive offices)

DR. JOHN J. MCGRATH COPIES TO:
35 EAST GRASSY SPRAIN ROAD, SUITE 200 JOSEPH D. ALPERIN, ESQ.
YONKERS, NEW YORK 10710 FISCHBEIN BADILLO WAGNER HARDING
(Name and address and telephone 909 THIRD AVENUE
number of agent for service) NEW YORK, NEW YORK 10022
(212) 826-2000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered in connection with
dividend or interest reinvestment plans, check the following box: |X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering:

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering:

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box:

CALCULATION OF REGISTRATION FEE

-------------------------- ------------------ ------------------------- ------------------------ -------------------
Title Of Securities Amount To Be Proposed Maximum Proposed Maximum Amount Of
To Be Registered Registered Offering Price Per Share Aggregate Offering Registration Fee
Price
-------------------------- ------------------ ------------------------- ------------------------ -------------------

Common Stock, $.0001 1,646,746 (1) $4.38 (2) $7,212,747 (2) $584 (2)
Par value............
-------------------------- ------------------ ------------------------- ------------------------ -------------------

(1) This Registration Statement also includes an indeterminate number of
shares of common stock which may be issued under antidilution provisions
of warrants held by selling stockholders.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the last sale
price on November 13, 2003, as reported by Nasdaq. Registration fee was
Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

PROSPECTUS

EVCI CAREER COLLEGES INCORPORATED

1,646,746 SHARES OF COMMON STOCK,

The shares are being offered by certain stockholders named in the
prospectus. They have the right to determine both the number of shares they will
offer and the time or times when they will offer shares. They may sell the
shares at the market price at the time of sale or at such other prices as they
may negotiate. We will not receive any proceeds from the sale of the shares of
this offering.

Our common stock is quoted on the Nasdaq SmallCap Market and Boston
Stock Exchange under the symbol "EVCI." On December 3, 2003, the closing sale
price of our common stock, as reported by Nasdaq, was $5.81 per share.

--------------------------------------------------------------------------------

THESE ARE SPECULATIVE SECURITIES AND THIS INVESTMENT INVOLVES A
HIGH DEGREE OF RISK. SEE "FORWARD-LOOKING STATEMENTS AND RISK
FACTORS" BEGINNING ON PAGE 4.

--------------------------------------------------------------------------------

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

December 4, 2003.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. OFFERS OF THESE SECURITIES ARE NOT BEING MADE IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THE DOCUMENT IN WHICH IT IS
CONTAINED.

TABLE OF CONTENTS
PAGE

WHERE YOU CAN FIND MORE INFORMATION..........................................2

PROSPECTUS SUMMARY...........................................................3

FORWARD-LOOKING STATEMENTS AND RISK FACTORS..................................4

USE OF PROCEEDS FROM EXERCISE OF WARRANTS...................................11

SELLING STOCKHOLDERS........................................................12

PLAN OF DISTRIBUTION........................................................13

INDEMNIFICATION OF DIRECTORS AND OFFICERS...................................15

LEGAL MATTERS...............................................................15

EXPERTS.....................................................................15

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports, proxy statements and other
information electronically with the Securities and Exchange Commission. You may
read and copy any document we file at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically.
Our SEC filings are available to the public at the SEC's web site at
http://www.sec.gov.

This prospectus is part of a registration statement on Form S-3 filed
with the SEC under the Securities Act of 1933. This prospectus omits some of the
information contained in the registration statement. You should refer to the
registration statement for further information with respect to the securities
offered by this prospectus. Any statement contained in this prospectus
concerning the provisions of any document filed as an exhibit to the
registration statement or otherwise filed with the SEC is not necessarily
complete. Therefore, you should refer to the copy of the document filed for
complete information.

The SEC allows us to "incorporate by reference" the information we file
with it, which means we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be a part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the securities covered by this prospectus are sold by the selling
stockholders.

1. Our annual report on Form 10-KSB for our fiscal year ended December 31,
2002, filed March 28, 2003.

2. Our definitive proxy statement for our 2003 annual meeting of stockholders,
filed April 15, 2003.

3. Our quarterly report on Form 10-QSB for our quarter ended March 31, 2003,
filed May 14, 2003.

4. Our quarterly report on Form 10-QSB for our quarter ended June 30, 2003,
filed August 14, 2003.

5. Our current report on Form 8-K dated October 10, 2003.

6. Our quarterly report on Form 10-QSB for the quarter ended September 30,
2003, filed November 14, 2003.

7. The description of our common stock contained under the caption
"Description of Capital Stock" in our Prospectus filed February 24, 1999
pursuant to Rule 424(b) under the Securities Act.

You may request a copy of these filings, at no cost, by writing or telephoning
us:

35 East Grassy Sprain Road, Suite 200
Yonkers, New York 10710
Attention: Richard Goldenberg, Chief Financial Officer
(914) 787-3500

PROSPECTUS SUMMARY

ABOUT OUR COMPANY

We provide on-campus postsecondary college education, presently
through Interboro Institute, Inc. Interboro is a two-year college that offers
degree programs leading to the Associate of Occupational Studies degree and has
a main campus in mid-town Manhattan and an extension center in Flushing, New
York. In addition, Interboro opened two college sites on September 30, 2002. One
is in the Washington Heights section of Manhattan, New York City and the other
is in Yonkers, New York. We acquired Interboro in January 2000.

On June 30, 2003, we stopped our remaining multi-point video
conferencing technology and services activities.

We were organized in March 1997. We completed an underwritten initial
public offering of our common stock in the first quarter of 1999. Our principal
executive offices are located at 35 East Grassy Sprain Road, Suite 200, Yonkers,
New York 10710 and our telephone number is (914) 787-3500. References in this
prospectus to EVCI are meant to exclude our subsidiaries, unless the context
requires otherwise.

THE OFFERING

The purpose of this offering is to register the resale of the shares of
common stock owned by the selling stockholders. The selling stockholders are
required to deliver a copy of this prospectus in connection with any sale of
these shares.

Common stock offered..................... 1,646,746 shares
Common stock outstanding................. 10,779,298 shares
(as of November 12, 2003)
Common stock outstanding if all
shares offered are sold................ 11,182,648 shares
Net offering proceeds to us:............. None

The 1,646,746 shares offered consist of:

o 943,396 that were purchased from us in August 2003 at $2.12 per
share.

o 300,000 that were purchased from our Chairman in November 2003.

o 100,000 that are purchasable from us upon exercise of currently
exercisable warrants at $3.00 per share.

o 235,850 that are purchasable from us upon exercise of currently
exercisable warrants at $2.12 per share.

o 22,500 that are purchasable from us upon exercise of currently
exercisable warrants at $1.52 per share.

o 45,000 that are purchasable from us upon exercise of currently
exercisable warrants at $2.25 per share.

We will receive proceeds of up to $935,452 from the exercise of the
warrants prior to the sale of the underlying shares by selling stockholders.

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

Statements and financial discussion and analysis by our management
contained in this Form S-3 that are not historical facts are forward-looking
statements. They reflect management's current views with respect to future
events and, accordingly, are subject to certain assumptions, risks and
uncertainties, including the risk factors discussed below. If any of the
following or other risks actually occur, or should our assumptions prove
incorrect, actual results may vary materially from those anticipated by those
forward-looking statements. Furthermore, our business, financial condition and
results of operations could be materially and adversely affected.

INTERBORO INSTITUTE IS SUBJECT TO EXTENSIVE FEDERAL AND NEW YORK STATE
REGULATION BECAUSE IT RECEIVES SUBSTANTIAL FEDERAL AND STATE GRANTS IN ORDER TO
OPERATE.

Interboro's participation in the Pell and TAP grant programs subjects
it to frequent reviews and detailed oversight and requires it to comply with
complex laws and regulations. Approximately $6.7 million in Pell funds and $9.9
million in TAP funds were provided to Interboro students during 2002, including
a TAP prepayment of approximately $1.8 million for the spring 2003 semester.
Approximately $5.8 million in Pell funds and $6.3 million in TAP funds were
provided to Interboro students during the first nine months of 2003. Our failure
to comply with existing regulations or significant changes in Federal or New
York State regulations governing Pell or TAP grants could have a material
adverse effect on Interboro.

The regulations, standards and policies of the regulatory agencies
frequently change. Changes or new interpretations could have material
consequences for Interboro's ability to operate and grow, including with respect
to its accreditation, permissible activities, receipt of Pell and TAP grants and
costs of doing business.

CHANGES IN THE AMOUNT OR TIMING OF TAP PROGRAM DISBURSEMENTS COULD MATERIALLY
IMPEDE INTERBORO'S ABILITY TO OPERATE.

Budgetary issues have caused delays in TAP disbursements.

In December 2002, TAP withheld $620,000, or 26%, of prepayments for
Interboro's spring 2003 semester. This deferral was paid to Interboro on
schedule on July 21, 2003, and did not have a material negative impact on our
cash position.

The 2002-2003 New York State budget provided that up to 30% of TAP
prepayments for the 2003 spring semester could be withheld until August 2003.
Colleges which receive TAP awards have been notified that a deferral of up to
30% of TAP awards for the summer 2003, fall, 2003, and spring, 2004, semesters
will be made by deferring disbursement of the TAP award in the spring 2004
semester until August 1, 2004. Interboro's estimated TAP award deferral is
expected to be between $1.5 million and $3.5 million for those three semesters.
We expect to be able to finance this deferral using cash from operations and, in
the bank's discretion, from a line of credit providing for advances of 50% of
the amount of TAP deferrals provided the outstanding advances do not exceed $1.5
million. However, we could be mistaken in our belief that needed cash will be
available and, accordingly, that this deferral will not have a material adverse
impact on our cash position.

CHANGES IN THE AMOUNT OR TIMING OF PELL PROGRAM DISBURSEMENTS COULD MATERIALLY
IMPEDE INTERBORO'S ABILITY TO OPERATE.

Title IV must be reauthorized by congress every six years. It is
currently authorized through 2003. Congress also reviews appropriations for
Title IV programs annually. Mounting budget deficits could negatively affect
Congress' deliberations regarding the reauthorization beyond 2003 or future
annual reviews. Any significant decreases in the amount or timing of revenue we
receive through the Pell program could have a material adverse effect on
Interboro. Additionally, legislative or regulatory actions may increase
Interboro's administrative costs and require Interboro to modify its practices
in a material adverse manner.

FUTURE DELAYS IN THE APPROVAL OF THE NEW YORK STATE BUDGET THAT INCLUDES TAP
FUNDING COULD ADVERSELY AFFECT INTERBORO'S OPERATIONS.

In 2002, approximately $830,000 of TAP funds we would ordinarily have
received in April and May were not paid to Interboro until July and August
because approval of the New York State budget was delayed. We were able to
bridge the temporary cash shortfall with funds received from private placements.
If we have a significant shortfall in the future, we may not have required cash
reserves or availability from outside sources. Accordingly, Interboro's
operations could be adversely affected.

INTERBORO'S RETENTION AND GRADUATION RATES MAY NOT BE SUFFICIENT FOR IT TO
RECEIVE THE REQUISITE APPROVAL FROM THE NEW YORK STATE EDUCATION DEPARTMENT TO
OPEN NEW COLLEGE EXTENSION CENTERS.

The New York State Education Department wants to improve the retention and
graduation rates of students who enter colleges after passing a federal exam but
without high school diplomas. The great majority of Interboro students are in
this category. Interboro has greatly enhanced and strengthened its retention and
graduation strategies and rates. Its senior management is continuing to discuss
realistic goals and expectations with the NYSED. However, these results and
discussions may not persuade the Department to approve new Interboro extension
centers. Without the NYSED's discretionary approval, Interboro's ability to grow
would be materially limited.

THE SEASONALITY OF INTERBORO'S ENROLLMENTS IS EXPECTED TO PRODUCE SIGNIFICANT
VARIATIONS IN OUR RESULTS FROM QUARTER TO QUARTER.

Interboro's revenue varies seasonally as a result of changes in the
level of its student enrollment. Total student enrollment and net revenue are
typically highest in our fourth and first quarters, which include October
through March. As a result, our second and third quarters have not been
profitable prior to our 2003 third quarter in which we had net income of
$79,087.

OUR HISTORY OF NET LOSSES MAY RECUR IF WE CANNOT GENERATE MORE REVENUE THAN OUR
EXPENSES AND ANY EXTRAORDINARY CHARGES.

Our net revenue and net loss for the year ended December 31, 2001 was
$9,945,000 and $8,837,000. Our accumulated deficit at December 31, 2001 was
$31,478,000. Our net revenue and net loss for the year ended December 31, 2002

was $15,257,000 and $2,005,000. Our accumulated deficit at December 31, 2002 was
$33,731,000. Although for the first nine months, we had net income of $1,193,484
and earnings per share of $0.06, in the future we may not be able to generate
enough revenue to offset our expenses and have net income and positive earnings
per share.

IF INTERBORO IS UNABLE TO OBTAIN ADDITIONAL SPACE FOR ITS EXISTING SITES,
INTERBORO'S INTERNAL GROWTH RATE WILL BE MATERIALLY LIMITED.

Our current growth rate cannot be sustained unless we expand our
existing sites. Interboro is seeking additional space on a continuing basis, to
include the accommodation of next semester's targeted enrollment. Proximity to
existing space, zoning requirements, landlord restrictions, competition for
space and the time it takes to complete site identification, lease negotiation
and renovations are the primary hurdles Interboro must overcome before it can
use new space. Interboro needs additional space in order to increase enrollment
at its Washington Heights and Yonkers sites. At Interboro's main campus on 56th
Street in Manhattan and at its Flushing extension center, it is expected the
current space will be sufficient for the spring semester but not necessarily for
the fall semester.

INTERBORO INSTITUTE'S PRIOR PROBLEMS WITH REGULATORS, UNDER PREVIOUS OWNERSHIP,
COULD RECUR AND ADVERSELY AFFECT ITS OPERATIONS.

Prior to our acquiring Interboro, TAP administrators disallowed
approximately $4,800,000 of grants previously disbursed to Interboro for
academic years 1989/1990 through 1991/1992. After protracted litigation between
TAP administrators and previous management, Interboro was required to repay
approximately $5,850,000, including $1,050,000 of interest, to the New York
State Higher Education Services Corporation. The entire amount has been fully
paid and all but approximately $700,000 was paid prior to our purchase of
Interboro. However, funds disbursed to Interboro subsequent to academic year
1992 are still subject to audit by TAP administrators as are future
disbursements. We have recourse against the former owner of Interboro for
disallowances relating to periods prior to January 14, 2000, only to the extent
of any unpaid purchase price for Interboro. Interboro cannot predict if any
future disallowances might occur as a result of additional TAP audits. Interboro
believes it is operating in compliance with current TAP rules.

Our compliance activities may be adversely affected if we cannot hire
a replacement soon for Interboro's chief compliance officer. She is working on a
reduced schedule and plans to retire before year end.

THE IMPACT OF UNIONIZATION OF CERTAIN INTERBORO EMPLOYEES IS NOT KNOWN.

Negotiations with Local 153 of the Office and Professional Employees
International Union commenced in February and are continuing. Accordingly, the
incremental labor cost to Interboro resulting from unionizing Interboro's
full-time clerical and administrative staff is uncertain. The annualized salary
and benefit cost, as of June 30, 2003, for the 83 employees who joined Local 153
was approximately $2,400,000. If Interboro is unable to conclude a contract that
it believes allows it to cost-effectively and efficiently operate Interboro,
then Local 153 may call a strike or a work slow down. A strike or slow down
could materially impact Interboro's ability to recruit and service its students
while it continues and, potentially, for a period after a strike or slow down
ends. A protracted strike or slow down would have a material adverse effect on
Interboro.

EVCI AND INTERBORO DEPEND ON KEY MANAGEMENT PERSONNEL TO OPERATE AND GROW.

The efforts of Dr. Arol I Buntzman, chairman of EVCI and chairman and
chancellor of Interboro, and Dr. John J. McGrath, chief executive officer and
president of EVCI and chief executive officer of Interboro, are essential to our
operations and growth. The loss of the services of Drs. Buntzman or McGrath
could materially adversely affect us. We maintain insurance on the life of Dr.
Buntzman in the amount of $2 million. We have employment agreements, expiring
December 31, 2005, with each of Dr. Buntzman and Dr. McGrath.

THE OUTCOME OF OUR ONGOING ARBITRATION WITH THE FORMER OWNER OF INTERBORO
REGARDING MANAGEMENT FEES PAID TO EVCI BY INTERBORO COULD HAVE A MATERIAL
ADVERSE AFFECT ON US.

We are currently involved in a dispute with Bruce R. Kalish, the former
owner of Interboro. The approximately $2,247,000 we have accrued as of September
30, 2003, for Mr. Kalish as current and long-term liabilities may not be
sufficient, and we may not have the cash, to pay what is ultimately determined
to be owed to him.

A CHANGE OF CONTROL OF EVCI WOULD ADVERSELY AFFECT INTERBORO'S RECEIPT OF PELL
AND TAP FUNDS.

Under DOE regulations, a change in control includes a stockholder
becoming and ceasing to be a controlling stockholder. A controlling stockholder
is someone who holds or controls by agreement 25% or more of EVCI's voting stock
and more voting stock than any other EVCI stockholder. Under the DOE
definitions, EVCI does not now have a controlling stockholder. Under TAP
regulations, a change of control includes the transfer of controlling interest
in EVCI.

After a change of control, Interboro's cash flow would be adversely
affected by the withholding of significant portions of grant funds until the
change of control is recognized, if at all. A recognition of a change of control
could take several months.

A CHANGE OF CONTROL OF EVCI WOULD CAUSE REGULATORY AND ACCREDITING AUTHORITIES
TO RETURN INTERBORO TO A PROBATIONARY STATUS.

If a change of control were to occur in the future, Interboro would
have to be reviewed and recertified for participation in Pell and its
accreditation would have to be reaffirmed by the New York Board of Regents. If
Interboro then had full accreditation, the change of control would return it to
a provisional accreditation status. That status subjects Interboro to more
scrutiny by the New York State Education Department, including by means of
additional reporting requirements, greater restrictions on expansion activities
and the Regents retaining authority to award degrees for Interboro. Retaining
degree granting authority results in a greater level of scrutiny for each degree
and delays in the awarding of degrees.

FUTURE CHANGES IN OWNERSHIP OF OUR COMMON STOCK COULD SUBSTANTIALLY LIMIT THE
UTILIZATION OF OUR NET OPERATING LOSS CARRYFORWARDS.

Complex rules under Section 382 of the Internal Revenue Code govern the
determination of whether one or more changes of ownership of EVCI's common stock
will result in limitations on EVCI's ability to offset taxable income against
its approximately $25 million of net operating loss carryforwards. Sales of
EVCI's common stock by EVCI and persons defined as 5% holders under Section 382
regulations must be monitored by us so we can determine whether ownership
changes have occurred that result in limitations on our NOL utilization.

INTERBORO'S FAILURE TO EFFECTIVELY OPEN AND OPERATE NEW COLLEGE SITES COULD
ADVERSELY AFFECT OUR BUSINESS.

Opening additional college sites requires Interboro to use its cash for
new personnel, capital expenditures, marketing expenses and other startup costs.
To open a new college site, it is also required to obtain appropriate federal
and accrediting agency approvals. Our failure to effectively locate, open and
manage the operations, or to obtain authorization to participate in the federal
and state financial aid programs, of newly established sites could have a
material adverse effect on those and Interboro's other sites.

INTERBORO'S INABILITY TO FOSTER AND MAINTAIN RELATIONSHIPS WITH COMMUNITY
ORGANIZATIONS IN THE COMMUNITIES WHERE ITS COLLEGE SITES ARE LOCATED COULD
ADVERSELY AFFECT THOSE SITES.

A college site may require the support of the community-based
organizations that serve the minority populace from which the site seeks to
recruit and retain economically disadvantaged students. Local politics and
rivalries can jeopardize Interboro's relationships with these organizations.
Changes in our relationships with community-based organizations or other events
beyond Interboro's control might adversely affect the operations and growth of
an existing site.

OUR FAILURE TO EFFECTIVELY MANAGE OUR GROWTH COULD HURT OUR BUSINESS.

We want to continue to grow to the extent our resources and regulators
will permit. This will probably strain our management, operations, employees and
resources. For example, if our new Campus 2000 computer software failed during a
registration period, it would have a material adverse effect on the semester's
enrollment results. This and other factors may prevent us from effectively
managing our expanding operations or achieve significant growth on a profitable
basis.

TERRORIST ACTIVITY, OR THE THREAT OF IT, IN THE NEW YORK METROPOLITAN AREA COULD
ADVERSELY AFFECT INTERBORO.

All of Interboro's sites are located in or near New York City. If New
York City is again a target or threatened target of terrorists, Interboro's
operations, enrollments and retention rates could be adversely impacted.

ACTUAL OR POTENTIAL FUTURE SALES OF SHARES OF OUR COMMON STOCK BY EXISTING
STOCKHOLDERS COULD HAVE AN ADVERSE EFFECT ON MARKET PRICE OF OUR COMMON STOCK.

As a result of the automatic conversion of all of our Series B
Preferred stock, 1,838,889 shares of common stock were issued without
restrictions on resale.

In addition, as of November 5, 2003, the following shares are eligible
for sale under Rule 144 or current S-3 or S-8 registration statements:

o 1,165,555 shares that were issued to institutional and other
investors that acquired them from Amaranth Trading L.L.C.

o 631,334 shares owned by management.

o shares issuable upon exercise of warrants:

o 365,830 shares at $1.00 to $2.12 per share

o 211,667 shares at $2.25 to $3.00 per share

o 137,500 shares at $5.44 to $7.00 per share

o 250,000 shares at $12.00 to $25.00 per share

o shares issuable upon exercise of employee and outside director
stock options:

o 710,500 shares at $1.00 to $1.06 per share

o 79,940 shares at $1.20 to $1.57 per share

o 100,000 shares at $7.00 per share

OUR SHARE PRICE HAS RANGED GREATLY SINCE WE WENT PUBLIC AND MAY BE VERY VOLATILE
IN THE FUTURE.

Since our public offering in February 1999, the market price of our
common stock has ranged between $0.26 and $40.94.

In addition to the actual or potential future sales of our common
stock, our share price also could be affected by a number of factors, including:

o actual or anticipated fluctuations in our operating results
or net results

o changes in expectations as to our future financial
performance or changes in financial estimates of securities
analysts

o increased competition including from local, regional and
national schools, or well-known colleges, universities and
professional training organizations

o the operating and stock price performance of other
comparable companies

o general stock market or economic conditions, including as a
result of uncertainty about, or the occurrence of, war or
terrorism

o sales of our stock by our management or others pursuant to a
prospectus or otherwise

o acquisitions of postsecondary institutions

o additional financings

In addition, the stock market in general has experienced volatility
that often has been unrelated to the operating performance of particular
companies. These broad market and industry fluctuations may adversely affect the
trading price of our common stock regardless of our actual operating
performance.

PROVISIONS OF LAW, OUR CERTIFICATE OF INCORPORATION AND BY-LAWS AND AGREEMENTS
WITH OUR EXECUTIVE OFFICERS COULD DISCOURAGE TAKEOVER ATTEMPTS AND OTHER
INVESTMENTS IN OUR COMMON STOCK.

We are subject to a provision of Delaware law that prohibits a party
that has acquired 15% or more of our common stock, without our board's approval,
from causing a business combination (as defined) involving EVCI or its
subsidiaries unless approved by our board and two-thirds of our common stock
held by our other stockholders.

The effects of the classified board provisions of our certificate of
incorporation are explained in the next risk factor.

Our by-laws prohibit stockholders from calling, or proposing any
business at, a special meeting of stockholders. The amendments also require a
stockholder to give us substantial advance notice of any business to be proposed
by the stockholder at an annual meeting, including nominees for election as
directors.

In addition, we have change of control agreements with each of our
chairman, chief executive officer and president and chief financial officer that
require substantial payments to them in the event their employment is
terminated, except for cause, following a change of control of EVCI.

These provisions are intended to encourage persons seeking control of
EVCI to engage in negotiations with our board rather than initiate a hostile
takeover. They could also have the effect of entrenching management that resists
an acquisition a majority of our stockholders might think is good. Accordingly,
they could also limit the price that other investors might be willing to pay for
our common stock because they believe our management can defeat a takeover of us
that could be beneficial to non-management stockholders.

OUR CLASSIFIED BOARD LIMITS STOCKHOLDER VOTING FOR ELECTION AND REMOVAL OF
DIRECTORS.

Our board of directors is divided into three classes. The directors in
each class are elected for three-year terms when their class stands for election
at a stockholders meeting. This staggering of director terms protects directors
from being removed from office by anyone engaged in a proxy contest for control
of the board and dilutes the ability of stockholders to influence corporate
governance policies. Furthermore, our directors can only be removed, with or
without cause, by the holders of 66 2/3% of the shares entitled to vote at an
election of directors.

The effect of these provisions is to make it difficult for any
stockholder to take control of our board of directors in a proxy contest that is
not waged with respect to two of our annual stockholder meetings.

INDEMNIFICATION AND LIMITATION OF LIABILITY OF OUR OFFICERS AND DIRECTORS MAY
INSULATE THEM FROM ACCOUNTABILITY TO STOCKHOLDERS AT SUBSTANTIAL COST TO US.

Our certificate of incorporation and by-laws include provisions whereby
our officers and directors are to be indemnified against liabilities to the
fullest extent permissible under Delaware law. Our certificate of incorporation
also limits a director's liability for monetary damages for breach of fiduciary
duty, including gross negligence. In addition, we have agreed to advance the
legal expenses of our officers and directors who are required to defend against
claims. These provisions and agreements may have the effect of reducing the
likelihood of suits against directors and officers even though such suits, if
successful, might benefit EVCI and its stockholders. Furthermore, we may be
adversely affected by paying the cost of settlement and damage awards against
directors and officers.

USE OF PROCEEDS FROM EXERCISE OF WARRANTS

We will not realize any proceeds from the sale of the shares pursuant
to this prospectus. We will receive a total of $935,452 if all warrants to
purchase 403,350 shares offered by this prospectus are exercised by selling
stockholders who or which pay cash for their shares. These proceeds will be
available to us for working capital and general corporate purposes.

SELLING STOCKHOLDERS

The following table sets forth the name, and total number of shares of
common stock owned and offered by each selling stockholder. We know of no
material relationship between any selling stockholder and us during the past
three years. After the offering is complete, none of the selling stockholders
will own more than one percent of our outstanding common stock except as
indicated in footnotes (3), (4) and (7) to the table.

SELLING STOCKHOLDER NUMBER OF SHARES OWNED(1) NUMBER OF SHARES OFFERED
------------------- ------------------------- ------------------------

Aquamarine Fund Inc. 589,623 589,623(2)
Tilson Growth Fund, L.P. 700,385(3) 518,868(3)
Tilson Offshore Fund, L.P. 95,975(4) 70,755(4)
Infrastructure & Environmental Private
Equity Fund III, L.P. 111,923(5) 60,000(6)
JLF Offshore Fund, Ltd. 629,255(7) 194,054
JLF Partners I, L.P. 374,788(7) 97,346
JLF Partners II, L.P. 31,577(7) 8,600
Nechama Kaplan 45,000 45,000(6)
The Productivity Fund III, L.P. 46,635(5) 25,000(6)
Environmental & Information Technology
Private Equity Fund III 27,981(5) 15,000(6)
TW Private Equity Corp. 13,274 10,395(6)
Mark Gillis 6,550 5,130(6)
Christopher Shufeldt 4,884 3,825(6)
Charles W. Doller, III 4,022 3,150(6)
--------- ---------
2,681,872 1,646,746
========= =========

-------------------------

(1) As of October 22, 2003, except that the ownership of JLF Offshore Fund,
Ltd., JLF Partners I, L.P. and JLF Partners II, L.P. is as of November 12, 2003.

(2) Includes 117,925 shares purchasable upon exercise of currently exercisable
warrants. All shares are also beneficially owned by Aquamarine Investment
Management Corp. (AIM"), Aquamarine LLC and Guy Spier. AIM is the investment
manager of Aquamarine Fund Inc., Aquamarine LLC is sub-advisor to AIM and Mr.
Spier is the managing member of Aquamarine LLC. The address of AF and AIM is
Citco Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola, British Virgin
Islands. The address of Aquamarine LC and Guy Spier is 40 West 55 Street, Suite
5A, New York, New York 10019.

(3) Includes 103,774 shares purchasable upon exercise of currently exercisable
warrants. All shares are also beneficially owned by Tilson Capital Partners, LLC
("TCP") and Whitney Tilson. TCP is the general partner of Tilson Growth Fund,
L.P. ("TGF") and Whitney Tilson is the managing member of TCP. The address of
TGF, TCP and Whitney Tilson is 1165 Fifth Avenue, Suite 4C, New York, New York
10029. The 181,517 shares not offered constitute approximately 1.7% of EVCI's
outstanding common stock as of October 22, 2003.

(4) Includes 14,151 shares purchasable upon exercise of currently exercisable
warrants. All shares are also beneficially owned by Tilson Offshore Partners,
LLC ("TOP") and Whitney Tilson. TOP is the investment manager for Tilson
Offshore Fund, L.P. ("TOF"). Mr. Tilson is the managing member of TOP. TOF's
address is c/o Walkers SPV Ltd., P.O. Box 908 GT, Walkers House, Mary Street,
George Town, Cayman Islands. The 206,737. shares not offered by TGF and TOF, and
beneficially owned by Whitney Tilson, constitute approximately 1.9% of EVCI's
outstanding common stock as of October 22, 2003.

(5) Also beneficially owned by First Analysis Corporation.

(6) Shares purchasable upon exercise of currently exercisable warrants.

(7) All shares are also beneficially owned by JLF Asset Management, L.L.C.
("JAM") and Jeffrey L. Feinberg. JAM is the investment manager for this
stockholder and Mr. Feinberg is the managing member of JAM. The address of JLF
Offshore Fund, Ltd. is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896,
Harbour Centre, 2nd Floor, North Church Street, Grand Cayman, Cayman Islands,
British West Indies. The address of JAM and Mr. Feinberg is c/o JLF Asset
Management, L.L.C., 12230 El Camino Real, Suite 200, San Diego, California
92130. The 735,620 shares not offered, and beneficially owned by JAM and Mr.
Feinberg, constitute approximately 6.8% of EVCI's outstanding common stock as of
November 12, 2003.

PLAN OF DISTRIBUTION

We will receive no part of the proceeds of any sales made by the
selling stockholders. We will pay all expenses of registration incurred in
connection with this offering and the offering and sale of the shares, other
than commissions, discounts and fees of brokers, dealers or agents.

The selling stockholders and any broker-dealers participating in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, and any commissions or discounts given to any
such broker-dealer may be regarded as underwriting commissions or discounts
under that Act. Since the selling stockholder may be deemed "underwriters"
within the meaning of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act.

The selling stockholders may from time to time sell all or a portion of
their shares in the over-the-counter market or on any national securities
exchange on which our common stock may be listed or traded, in transactions
directly with market makers, at prices then prevailing or related to the then
current market price or at negotiated prices. The shares will not be sold in an
underwritten public offering. The shares may be sold directly or through brokers
or dealers. The methods by which the shares may be sold include:

o a block trade (which may involve crosses) in which the broker or
dealer so engaged will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to
facilitate the transaction

o purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus

o ordinary brokerage transactions and transactions in which the
broker solicits purchasers

o privately negotiated transactions

o put or call option transactions

o short sales

o any combination of such methods of sale described above

o any other lawful transaction

In effecting sales, brokers and dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the selling stockholders (or,
if any such broker-dealer acts as agent for the purchaser of such shares, from
such purchaser) in amounts to be negotiated which are not expected to exceed
those customary in the types of transactions involved. Broker-dealers may agree
with selling stockholders to sell a specified number of such shares at a
stipulated price per share, and, to the extent the broker-dealer is unable to do
so acting as agent for a selling stockholder, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer's commitment to
the selling stockholder.

Upon notification of us by a selling stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of our
common stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this

prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act of 1933, disclosing:

o the name of each such selling stockholder and of each
participating broker or dealer

o the number of shares of our common stock involved

o the price at which such shares were sold

o the commissions paid or discounts or concessions allowed to such
brokers or dealers, where applicable

o that such brokers or dealers did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus

o other facts material to the transaction

Broker-dealers who acquire shares as principals may thereafter resell
such shares from time to time in the over-the-counter market, in negotiated
transactions or otherwise at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales, may pay to or receive
from the purchasers of such shares commissions computed as described above.

The selling stockholders will be subject to applicable SEC rules and
regulations, including Regulation M, which may limit the timing of purchases and
sales of shares of our common stock by them.

The selling stockholders may enter into hedging transactions with
broker-dealers. Broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with the selling stockholders. The
selling stockholders may also sell their shares short and redeliver the shares
to close out the short positions.

The shares covered by this prospectus that have been paid for and held
for at least one year may also be sold pursuant to Rule 144.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our certificate of incorporation and by-laws provide that we will
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person or such
person's testator or intestate is or was a director, officer or employee of our
company or serves or served at our request as a director, officer or employee of
another corporation or entity.

We have entered into agreements to indemnify our directors and
officers, in addition to the indemnification provided for in our certificate of
incorporation and by-laws. These agreements, among other things, indemnify our
directors and officers for certain expenses (including advancing expenses for
attorneys' fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by us or in our right,
arising out of such person's services as a director or officer of our company,
any subsidiary of ours or any other company or enterprise to which the person
provides services at our request. In addition, we have insurance providing
indemnification for our directors and officers for certain liabilities. We
believe that these indemnification provisions and agreements and related
insurance are necessary to attract and retain qualified directors and officers.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

LEGAL MATTERS

Our counsel, Fischbein Badillo Wagner Harding, New York, New York, will
issue an opinion on the legality of the shares of common stock offered by this
prospectus.

EXPERTS

Our financial statements for the years ended December 31, 2002 and 2001
that are incorporated by reference in this prospectus have been so incorporated
in reliance upon the report of Goldstein Golub Kessler LLP, independent
auditors, given upon the authority of such firm as experts in accounting and
auditing.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses (other than
underwriting discounts and commissions) payable by the Registrant in connection
with the issuance and distribution of the securities being registered. Except
for the SEC filing fee, all expenses have been estimated and are subject to
future contingencies.

SEC registration fee........................ $ 584
Nasdaq and BSE listing fees................. 10,000
Legal fees and expenses..................... 17,000
Miscellaneous............................... 2,416
--------
Total $ 30,000
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Amended and Restated Certificate of Incorporation and By-Laws of
the Registrant provide that the Registrant shall indemnify any person to the
full extent permitted by the Delaware General Corporation Law (the "GCL").
Section 145 of the GCL, relating to indemnification, is hereby incorporated
herein by reference.

In accordance with Section 102(a)(7) of the GCL, the Restated
Certificate of Incorporation of the Registrant eliminates the personal liability
of directors to the Registrant or its stockholders for monetary damage for
breach of fiduciary duty as a director with certain limited exceptions set forth
in Section 102(a)(7) of the GCL.

The Registrant also has indemnification agreements with each of its
officers and directors, the form of which is filed as Exhibit 10.21 to the
Registrant's Registration Statement on Form SB-2, filed October 23, 1998,
Registration No. 333-66085, to which reference is hereby made.

II-1

ITEM 16. EXHIBITS

EXHIBIT NO.* DESCRIPTION OF EXHIBIT

4.1[1] -- Adelphi Common Stock Purchase Warrant.

4.2[1] -- Form of Representative's Warrant Agreement (including Form of
Representative's Warrant).

4.3[1] -- Form of Common Stock certificate.

4.4[2] -- Warrant Agreement, dated January 14, 2000, between the Registrant
and Bruce R. Kalisch.

4.5[3] -- Warrant Agreement, dated April 18, 2000, between the Registrant
and Peter J. Solomon Company Limited.

4.6[4] -- Form of Warrant issued to each seller of shares of ICTS, Inc.

4.7[5] -- Form of Common Stock Purchase Warrant issued to purchasers of the
Registrant's Series C 8% Convertible Preferred Stock.

4.8[6] -- Warrant to purchase 50,000 shares of common stock of the
Registrant issued to Rosenthal & Rosenthal, Inc. on
July 12, 2002.

4.9[6] -- Form of Common Stock Purchase Warrant issued in connection with
the issuance of Registrant's Convertible Promissory Notes that
were converted into the Registrant's common stock in
September 2002.

4.10[7] -- Form of Registrant's Common Stock Purchase Warrant issued to
three institutional investors on August 1, 2003.

4.11[14] -- Common Stock Purchase Warrant issued in September 2003, to
purchase 45,000 shares of the Registrant's common stock.

10.1[8] -- Employment Agreement between the Registrant and Dr. Arol I.
Buntzman, dated January 1, 2003.

10.2[8] -- Employment Agreement between the Registrant and Dr. John J.
McGrath, dated January 1, 2003.

10.3[8] -- Employment Agreement between the Registrant and Richard
Goldenberg, dated January 1, 2003.

10.4[9] -- Amended and Restated 1998 Incentive Stock Option Plan of the
Registrant.

10.5[10] -- 2001 Non-Qualified Stock Option Plan.

10.6[8] -- Form of Change in Control Agreement used for agreements the
Registrant has with each of Dr. Arol I. Buntzman, Dr. John J.
McGrath, and Richard Goldenberg, dated February 11, 2003.

II-2

10.7[11] -- Form of Indemnification Agreement.

10.8[8] -- Agreement between Arol I. Buntzman and Richard and Bonnie
Goldenberg, dated January 1, 2003.

10.9[8] -- Agreement between Arol I. Buntzman and John J. McGrath, dated
January 1, 2003.

10.10[2] -- Stock Purchase Agreement, dated January 14, 2000, among Bruce R.
Kalisch, Interboro Holding, Inc. and Interboro Institute, Inc.

10.11[6] -- Promissory Note for $550,000, dated July 12, 2002, and payable by
the Registrant to Rosenthal & Rosenthal, Inc.

10.12[6] -- Guarantee by Interboro Institute, Inc., dated July 12, 2002, of
the Registrant's $550,000 Promissory Note payable to Rosenthal &
Rosenthal, Inc.

10.13[12] -- Lease Agreement between 444 Realty Company and Interboro
Institute, Inc. dated July 27, 1983, as amended by agreements
dated June 20, 1988, June 1, 1992, and February 1, 1993.

10.14[12] -- Lease Agreement between JUYI, Inc., dated January 26, 2001.

10.15[7] -- Promissory Note for $1,000,000, dated August 4, 2003, payable by
Interboro Institute, Inc. to North Fork Bank.

10.16[7] -- Form of the Registrant's Subscription and Registration Rights
Agreement relating to the Registrant's August 1, 2003, issuance
of common stock and warrants.

10.17[13] -- Settlement Agreement made October 3, 2003, between Amaranth
Trading L.L.C. and the Registrant.

10.18[13] -- Form of Share Claim Purchase and Registration Rights Agreement
between the Registrant and each investor acquiring a portion of
the Amaranth Trading L.L.C.'s rights to claims to shares of
EVCI's common stock upon conversion of Series B Preferred shares.

10.19[14] -- Third Amendment and Lease Extension Agreement made as of
August 1, 2003, between 444 Realty Company, L.L.C. and Interboro
Institute, Inc.

10.20 -- Ownership and Registration Rigths Agreement, dated November 11,
2003, between the Registrant and JLF Partners I, L.P., JLF
Partners II, L.P. and JLF Offshore Fund, Ltd. (filed herewith)

5.1** -- Opinion of Fischbein Badillo Wagner Harding

23.1** -- Consent of Goldstein Golub Kessler LLP

23.2** -- Consent of Fischbein Badillo Wagner Harding (included in
Exhibit 5.1)

24.1** -- Power of Attorney

II-3

------------------------------

* Numbers inside brackets indicate documents from which exhibits have been
incorporated by reference.

** Previously filed.

[1] Incorporated by reference to Amendment No. 4, dated February 10, 1999, to
the Registrant's Form SB-2, Registration No. 333-66085.

[2] Incorporated by reference to the Registrant's Form 8-K dated January 14,
2000.

[3] Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ended June 30, 2000.

[4] Incorporated by reference to the Registrant's Form 8-K dated July 1, 2001.

[5] Incorporated by reference to the Registrant's Form 10-KSB for the year
ended December 31, 2001.

[6] Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ended June 30, 2002.

[7] Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ended June 30, 2003.

[8] Incorporated by reference to the Registrant's Form 10-KSB for the year
ended December 31, 2002.

[9] Incorporated by reference to the Registrant's Registration Statement on
Form S-8 filed December 31, 2002, Registration No. 333-102310.

[10] Incorporated by reference to the Registrant's Registration Statement on
Form S-8 filed October 23, 2001, Registration No. 333-72080.

[11] Incorporated by reference to the Registrant's Registration Statement on
Form SB-2, filed October 23, 1998, Registration No. 333-66085.

[12] Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ended March 31, 2003.

[13] Incorporated by reference to the Registrant's Form 8-K dated October 10,
2003.

[14] Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ended September 30, 2003.

II-4

ITEM 17. UNDERTAKINGS

(a) The Registrant will:

(1) File during any period in which selling stockholders offer or sell
securities, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial BONA
FIDE offering.

(3) File a post effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Yonkers, State of New York, on December 4, 2003.

EVCI CAREER COLLEGES INCORPORATED

By: /S/ Dr. John J. McGrath
------------------------------------------
Dr. John J. McGrath
Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

SIGNATURE TITLE DATE

/s/ Dr. Arol I. Buntzman Chairman of the Board December 4, 2003
----------------------------------
Dr. Arol I. Buntzman

/s/ Dr. John J. McGrath Chief Executive Officer and President December 4, 2003
---------------------------------- and Director
Dr. John J. McGrath

* Chief Financial Officer, Secretary and Director December 4, 2003
----------------------------------
Richard Goldenberg (Principal Financial and Accounting Officer)

* Director December 4, 2003
----------------------------------
Royce N. Flippin, Jr.

* Director December 4, 2003
----------------------------------
Philip M. Getter

* Director December 4, 2003
----------------------------------
Donald Grunewald

* Director December 4, 2003
----------------------------------
Elie Housman

*/s/ Dr. John J. McGrath
----------------------------------
Dr. John J. McGrath
Attorney-in-fact

II-6

EXHIBIT INDEX