pv1013.htm


    
      

      

    

    Exhibit
10.13

     

    STOCK PLEDGE
AGREEMENT

     

    This
Stock Pledge Agreement (as amended, modified, restated or supplemented from time
to time, this “Agreement”), dated as
of May 28, 2008, among LV ADMINISTRATIVE SERVICES, INC., as administrative and
collateral agent for the Creditor Parties (as defined below) (the “Pledgee”), PERVASIP
CORP. (f/k/a  eLEC Communications Corp.), a New York corporation (the
“Company”), and
each of the other undersigned parties (the Company and each such other
undersigned party, a “Pledgor” and
collectively, the “Pledgors”).

     

    BACKGROUND

     

    The
Company has entered into a Securities Purchase Agreement, dated as of the date
hereof (as amended, modified, restated or supplemented from time to time, the
“Securities Purchase
Agreement”) pursuant to which the Creditor Parties (as defined in the
Securities Purchase Agreement) party thereto provide or will provide certain
financial accommodations to the Company.

     

    In order
to induce the Pledgee and the other Creditor Parties to provide or continue to
provide the financial accommodations described in the Securities Purchase
Agreement, each Pledgor has agreed to pledge and grant a security interest in
the collateral described herein to the Pledgee on the terms and conditions set
forth herein.

     

    NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree as follows:

     

    1. Defined
Terms.  All capitalized terms used herein which are not defined
shall have the meanings given to them in the Securities Purchase
Agreement.

     

    2. Pledge and Grant of Security
Interest.  To secure the full and punctual payment and
performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) all
obligations owing to Pledgee and the other Creditor Parties under the Securities
Purchase Agreement and the Related Agreements, as each may be amended, restated,
modified and/or supplemented from time to time, collectively, the “Documents”) and (b)
all other indebtedness, obligations and liabilities of each Pledgor to the
Pledgee and the other Creditor Parties, whether now existing or hereafter
arising, direct or indirect, liquidated or unliquidated, absolute or contingent,
due or not due and whether under, pursuant to or evidenced by a note, agreement,
guaranty, instrument or otherwise (in each case, irrespective of the
genuineness, validity, regularity or enforceability of such Indebtedness, or of
any instrument evidencing any of the Indebtedness or of any collateral therefor
or of the existence or extent of such collateral, and irrespective of the
allowability, allowance or disallowance of any or all of such in any case
commenced by or against any Pledgor under Title 11, United States Code,
including, without limitation, indebtedness, obligations of each Pledgor for
post-petition interest, fees, costs and charges that would have accrued or been
added to the Indebtedness but for the commencement of such case), each Pledgor
hereby pledges, assigns, hypothecates, transfers and grants a security interest
to the Pledgee, for the ratable benefit of the Creditor Parties, in all of the
following (the “Collateral”):

     

    (a) the
shares of stock or other equity interests set forth on Schedule A annexed
hereto and expressly made a part hereof (together with any additional shares of
stock or other equity interests acquired by any Pledgor, the “Pledged Stock”), the
certificates representing the Pledged Stock and all dividends, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock;

     

    (b) all
additional shares of stock or other equity interests of any issuer (each, an
“Issuer”) of
the Pledged Stock from time to time acquired by any Pledgor in any manner,
including, without limitation, stock dividends or a distribution in connection
with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the Collateral), and the
certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares; and

     

    (c) all
options and rights, whether as an addition to, in substitution of or in exchange
for any shares of any Pledged Stock and all dividends, cash, instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all such options and
rights.

     

    3. Delivery of
Collateral.  All certificates representing or evidencing the
Pledged Stock shall be delivered to and held by or on behalf of Pledgee pursuant
hereto and shall be accompanied by duly executed instruments of transfer or
assignments in blank, all in form and substance satisfactory to the
Pledgee.  Each Pledgor hereby authorizes the Issuer upon demand by the
Pledgee to deliver any certificates, instruments or other distributions issued
in connection with the Collateral directly to the Pledgee, in each case to be
held by the Pledgee, subject to the terms hereof.  If an Event of
Default (as defined below) has occurred and is continuing beyond any applicable
grace period, the Pledgee shall have the right, during such time in its
discretion and without notice to the Pledgor, to transfer to or to register in
the name of the Pledgee or any of its nominees any or all of the Pledged
Stock.  In addition, the Pledgee shall have the right at such time to
exchange certificates or instruments representing or evidencing Pledged Stock
for certificates or instruments of smaller or larger
denominations.  Notwithstanding anything contained herein to the
contrary, Pledgee acknowledges that all certificates representing or evidencing
the Pledged Stock have been previously delivered to Laurus Master Fund, Ltd. and
subsequently transferred to its assignees (“Laurus”) as
collateral security for the Pledgor’s obligations to Laurus.  The
Pledgee hereby agrees that, so long as the Pledged Stock is pledged to Laurus
and Laurus is in possession of such certificates, such certificates shall not be
required to be delivered to the Pledgee; provided, however, that once
Laurus terminates its security interest in such Pledged Stock the certificates
shall be delivered to the Pledgee to be held by the Pledgee in accordance with
the terms of this Agreement.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

       

       

    

    4. Representations and
Warranties of each Pledgor.  Each Pledgor jointly and severally
represents and warrants to the Pledgee (which representations and warranties
shall be deemed to continue to be made until all of the Indebtedness has been
paid in full and each Document and each agreement and instrument entered into in
connection therewith has been irrevocably terminated) that:

     

    (a) the
execution, delivery and performance by each Pledgor of this Agreement and the
pledge of the Collateral hereunder do not and will not result in any violation
of any agreement, indenture, instrument, license, judgment, decree, order, law,
statute, ordinance or other governmental rule or regulation applicable to any
Pledgor;

     

    (b) this
Agreement constitutes the legal, valid, and binding obligation of each Pledgor
enforceable against each Pledgor in accordance with its terms;

     

    (c) (i) all
Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and
(ii) each Pledgor is the direct and beneficial owner of each share of the
Pledged Stock;

     

    (d) all of
the shares of the Pledged Stock have been duly authorized, validly issued and
are fully paid and non-assessable;

     

    (e) no
consent or approval of any person, corporation, governmental body, regulatory
authority or other entity, is or will be necessary for (i) the execution,
delivery and performance of this Agreement, (ii) the exercise by the Pledgee of
any rights with respect to the Collateral or (iii) the pledge and assignment of,
and the grant of a security interest in, the Collateral hereunder;

     

    (f) there are
no pending or, to the best of Pledgor’s knowledge, threatened actions or
proceedings before any court, judicial body, administrative agency or arbitrator
which may materially adversely affect the Collateral;

     

    (g) each
Pledgor has the requisite power and authority to enter into this Agreement and
to pledge and assign the Collateral to the Pledgee, for the ratable benefit of
the Creditor Parties, in accordance with the terms of this
Agreement;

     

    (h) each
Pledgor owns each item of the Collateral pledged by it hereunder and, except for
the pledge and security interest granted to Laurus and/or its assignees and
previously and currently granted to the Pledgee, the Collateral shall be free
and clear of any other security interest, pledge, claim, lien, charge,
hypothecation, assignment, offset or encumbrance whatsoever (collectively,
“Liens”);

     

    (i) there are
no restrictions on transfer of the Pledged Stock contained in the certificate of
incorporation or by-laws (or equivalent organizational documents) of the Issuer
or otherwise which have not otherwise been enforceably and legally waived by the
necessary parties;

     

    (j) none of
the Pledged Stock has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to which
such issuance or transfer may be subject;

     

    (k) the
pledge and assignment of the Collateral and the grant of a security interest
under this Agreement vest in the Pledgee, for the ratable benefit of the
Creditor Parties, all rights of each Pledgor in the Collateral as contemplated
by this Agreement; and

     

    (l) the
Pledged Stock includes one hundred percent (100%) of the issued and outstanding
shares of capital stock of each Pledgor (other than the Company).

     

    5. Covenants.  Each
Pledgor jointly and severally covenants that, until the Indebtedness shall be
satisfied in full and each Document and each agreement and instrument entered
into in connection therewith is irrevocably terminated:

     

    (a) No
Pledgor will sell, assign, transfer, convey, or otherwise dispose of its rights
in or to the Collateral or any interest therein; nor will any Pledgor create,
incur or permit to exist any Lien whatsoever with respect to any of the
Collateral or the proceeds thereof other than that created hereby.

     

    (b) Each
Pledgor will, at its expense, defend the Pledgee’s right, title and security
interest in and to the Collateral against the claims of any other
party.

     

    (c) Each
Pledgor shall at any time, and from time to time, upon the written request of
the Pledgee, execute and deliver such further documents and do such further acts
and things as the Pledgee may reasonably request in order to effect the purposes
of this Agreement including, but without limitation, delivering to the Pledgee,
upon the occurrence of an Event of Default, irrevocable proxies in respect of
the Collateral in form satisfactory to the Pledgee.  Until receipt
thereof, upon an Event of Default that has occurred and is continuing beyond any
applicable grace period, this Agreement shall constitute each Pledgor’s proxy to
the Pledgee or its nominee to vote all shares of Collateral then registered in
such Pledgor’s name.

     

    (d) No
Pledgor will consent to or approve the issuance of (i) any additional shares of
any class of capital stock or other equity interests of the Issuer; or (ii) any
securities convertible either voluntarily by the holder thereof or automatically
upon the occurrence or nonoccurrence of any event or condition into, or any
securities exchangeable for, any such shares, unless, in either case, such
shares are pledged as Collateral pursuant to this Agreement.

     

    
      
         

      

      
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    6. Voting Rights and
Dividends.  In addition to the Pledgee’s rights and remedies
set forth in Section 8 hereof, in case an Event of Default shall have occurred
and be continuing, beyond any applicable cure period, the Pledgee shall (i) be
entitled to vote the Collateral, (ii) be entitled to give consents, waivers and
ratifications in respect of the Collateral (each Pledgor hereby irrevocably
constituting and appointing the Pledgee, with full power of substitution, the
proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be
entitled to collect and receive for its own use cash dividends paid on the
Collateral.  Unless and until there shall have occurred and be
continuing an Event of Default, each Pledgor shall be permitted to exercise or
refrain from exercising any voting rights or other powers; provided that, in
each case, no vote shall be cast or any consent, waiver or ratification given or
any action taken or omitted to be taken if, in the reasonable judgment of the
Pledgee, such action would have a material adverse effect on the value of the
Collateral or any part thereof; and, provided, further, that each
Pledgor shall give at least five (5) days’ written notice of the manner in which
such Pledgor intends to exercise, or the reasons for refraining from exercising,
any voting rights or other powers other than with respect to any election of
directors and voting with respect to any incidental
matters.  Following the occurrence of an Event of Default, all rights
of each Pledgor to vote and to give consents, waivers and ratifications shall
cease and all dividends and all other distributions in respect of any of the
Collateral, shall be delivered to the Pledgee to hold as Collateral and shall,
if received by any Pledgor, be received in trust for the benefit of the Pledgee,
be segregated from the other property or funds of any other Pledgor, and be
forthwith delivered to the Pledgee as Collateral in the same form as so received
(with any necessary endorsement).

     

    7. Event of
Default.  An “Event of Default”
under this Agreement shall be deemed to have occurred and may be declared by the
Pledgee upon the happening of any of the following events:

     

    (a) An “Event of Default”
under any Document or any agreement or note related to any Document shall have
occurred and be continuing beyond any applicable cure period; or

     

    (b) Any
portion of the Collateral is subjected to a levy of execution, attachment,
distraint or other judicial process or any portion of the Collateral is the
subject of a claim (other than by the Pledgee) of a Lien or other right or
interest in or to the Collateral and such levy or claim shall not be cured,
disputed or stayed within a period of fifteen (15) business days after the
Pledgee or any of its subsidiaries has knowledge thereof.

     

    8. Remedies.  In
case an Event of Default shall have occurred and is declared by the Pledgee, the
Pledgee may:

     

    (a) Transfer
any or all of the Collateral into its name, or into the name of its nominee or
nominees;

     

    (b) Exercise
all corporate rights with respect to the Collateral including, without
limitation, all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to any shares of the Collateral as if
it were the absolute owner thereof, including, but without limitation, the right
to exchange, at its discretion, any or all of the Collateral upon the merger,
consolidation, reorganization, recapitalization or other readjustment of the
Issuer thereof, or upon the exercise by the Issuer of any right, privilege or
option pertaining to any of the Collateral, and, in connection therewith, to
deposit and deliver any and all of the Collateral with any committee,
depository, transfer agent, registrar or other designated agent upon such terms
and conditions as it may determine, all without liability except to account for
property actually received by it; and

     

    (c) Subject
to any requirement of applicable law, sell, assign and deliver the whole or,
from time to time, any part of the Collateral at the time held by the Pledgee,
at any private sale or at public auction, with or without demand, advertisement
or notice of the time or place of sale or adjournment thereof or otherwise (all
of which are hereby waived, except such notice as is required by applicable law
and cannot be waived), for cash or credit or for other property for immediate or
future delivery, and for such price or prices and on such terms as the Pledgee
in its sole discretion may determine, or as may be required by applicable
law.

     

    Each
Pledgor hereby waives and releases any and all right or equity of redemption,
whether before or after sale hereunder.  At any such sale, unless
prohibited by applicable law, the Pledgee may bid for and purchase the whole or
any part of the Collateral so sold free from any such right or equity of
redemption.  All moneys received by the Pledgee hereunder, whether
upon sale of the Collateral or any part thereof or otherwise, shall be held by
the Pledgee and applied by it as provided in Section 10 hereof.  No
failure or delay on the part of the Pledgee in exercising any rights hereunder
shall operate as a waiver of any such rights nor shall any single or partial
exercise of any such rights preclude any other or future exercise thereof or the
exercise of any other rights hereunder.  The Pledgee shall have no
duty as to the collection or protection of the Collateral or any income thereon
nor any duty as to preservation of any rights pertaining thereto, except to
apply the funds in accordance with the requirements of Section 10
hereof.  The Pledgee may exercise its rights with respect to property
held hereunder without resort to other security for or sources of reimbursement
for the Indebtedness.  In addition to the foregoing, Pledgee shall
have all of the rights, remedies and privileges of a secured party under the
Uniform Commercial Code of New York (the “UCC”) regardless of
the jurisdiction in which enforcement hereof is sought.

     

    9. Private
Sale.  Each Pledgor recognizes that the Pledgee may be unable
to effect (or to do so only after delay which would adversely affect the value
that might be realized from the Collateral) a public sale of all or part of the
Collateral by reason of certain prohibitions contained in the Securities Act,
and may be compelled to resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other things, to acquire
such Collateral for their own account, for investment and not with a view to the
distribution or resale thereof.  Each Pledgor agrees that any such
private sale may be at prices and on terms less favorable to the seller than if
sold at public sales and that such private sales shall be deemed to have been
made in a commercially reasonable manner.  Each Pledgor agrees that
the Pledgee has no obligation to delay sale of any Collateral for the period of
time necessary to permit the Issuer to register the Collateral for public sale
under the Securities Act.

     

    
      
         

      

      
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    10. Proceeds of
Sale.  The proceeds of any collection, recovery, receipt,
appropriation, realization or sale of the Collateral shall be applied by the
Pledgee as follows:

     

    (a) First, to
the payment of all costs, reasonable expenses and charges of the Pledgee and to
the reimbursement of the Pledgee for the prior payment of such costs, reasonable
expenses and charges incurred in connection with the care and safekeeping of the
Collateral (including, without limitation, the reasonable expenses of any sale
or any other disposition of any of the Collateral), the expense of any taking,
attorneys’ fees and reasonable expenses, court costs, any other fees or expenses
incurred or expenditures or advances made by the Pledgee in the protection,
enforcement or exercise of its rights, powers or remedies
hereunder;

     

    (b) Second,
to the payment of the Indebtedness, in whole or in part, in such order as the
Pledgee may elect, whether or not such Indebtedness is then due;

     

    (c) Third, to
such persons, firms, corporations or other entities as required by applicable
law including, without limitation, Section 9-615(a)(3) of the UCC;
and

     

    (d) Fourth,
to the extent of any surplus to the Pledgors or as a court of competent
jurisdiction may direct.

     

    In the
event that the proceeds of any collection, recovery, receipt, appropriation,
realization or sale are insufficient to satisfy the Indebtedness, each Pledgor
shall be jointly and severally liable for the deficiency plus the costs and fees
of any attorneys employed by the Pledgee to collect such
deficiency.

     

    11. Waiver of
Marshaling.  Each Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.

     

    12. No
Waiver.  Any and all of the Pledgee’s rights with respect to
the Liens granted under this Agreement shall continue unimpaired, and Pledgor
shall be and remain obligated in accordance with the terms hereof,
notwithstanding (a) the bankruptcy, insolvency or reorganization of any Pledgor,
(b) the release or substitution of any item of the Collateral at any time, or of
any rights or interests therein, or (c) any delay, extension of time, renewal,
compromise or other indulgence granted by the Pledgee in reference to any of the
Indebtedness.  Each Pledgor hereby waives all notice of any such
delay, extension, release, substitution, renewal, compromise or other
indulgence, and hereby consents to be bound hereby as fully and effectively as
if such Pledgor had expressly agreed thereto in advance.  No delay or
extension of time by the Pledgee in exercising any power of sale, option or
other right or remedy hereunder, and no failure by the Pledgee to give notice or
make demand, shall constitute a waiver thereof, or limit, impair or prejudice
the Pledgee’s right to take any action against any Pledgor or to exercise any
other power of sale, option or any other right or remedy.

     

    13. Expenses.  The
Collateral shall secure, and each Pledgor shall pay to the Pledgee on demand,
from time to time, all reasonable costs and expenses, (including but not limited
to, reasonable attorneys’ fees and costs, taxes, and all transfer, recording,
filing and other charges) of, or incidental to, the custody, care, transfer,
administration of the Collateral or any other collateral, or in any way relating
to the enforcement, protection or preservation of the rights or remedies of the
Pledgee under this Agreement or with respect to any of the
Indebtedness.

     

    14. The Pledgee Appointed
Attorney-In-Fact and Performance by the Pledgee.  Upon the
occurrence of an Event of Default, each Pledgor hereby irrevocably constitutes
and appoints the Pledgee as such Pledgor’s true and lawful attorney-in-fact,
with full power of substitution, to execute, acknowledge and deliver any
instruments and to do in such Pledgor’s name, place and stead, all such acts,
things and deeds for and on behalf of and in the name of such Pledgor, which
such Pledgor could or might do or which the Pledgee may deem necessary,
desirable or convenient to accomplish the purposes of this Agreement, including,
without limitation, to execute such instruments of assignment or transfer or
orders and to register, convey or otherwise transfer title to the Collateral
into the Pledgee’s name.  Each Pledgor hereby ratifies and confirms
all that said attorney-in-fact may so do and hereby declares this power of
attorney to be coupled with an interest and irrevocable.  If any
Pledgor fails to perform any agreement herein contained, the Pledgee may itself
perform or cause performance thereof, and any costs and expenses of the Pledgee
incurred in connection therewith shall be paid by the Pledgors as provided in
Section 10 hereof.

     

    15. Waivers.  EACH
PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR THERETO OR ANY OTHER AGREEMENT EXECUTED OR
DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES
AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     

    16. Recapture.  Notwithstanding
anything to the contrary in this Agreement, if the Pledgee or any other Creditor
Party receives any payment or payments on account of
the  Indebtedness, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver, or any other party under
the United States Bankruptcy Code, as amended, or any other federal or state
bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors’ rights generally, common law or
equitable doctrine, then to the extent of any sum not finally retained by the
Pledgee or such other Creditor Party, each Pledgor’s obligations to the Pledgee
and the other Creditor Parties shall be reinstated and this Agreement shall
remain in full force and effect (or be reinstated) until payment shall have been
made to the Pledgee and the other Creditor Parties, which payment shall be due
on demand.

     

    17. Captions.  All
captions in this Agreement are included herein for convenience of reference only
and shall not constitute part of this Agreement for any other
purpose.

     

    
      
         

      

      
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    18. Miscellaneous.

     

    (a) This
Agreement constitutes the entire and final agreement among the parties with
respect to the subject matter hereof and may not be changed, terminated or
otherwise varied except by a writing duly executed by the parties
hereto.

     

    (b) No waiver
of any term or condition of this Agreement, whether by delay, omission or
otherwise, shall be effective unless in writing and signed by the party sought
to be charged, and then such waiver shall be effective only in the specific
instance and for the purpose for which given.

     

    (c) In the
event that any provision of this Agreement or the application thereof to any
Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
to any extent, be invalid or unenforceable under any applicable statute,
regulation, or rule of law, such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform to
such statute, regulation or rule of law, and the remainder of this Agreement and
the application of any such invalid or unenforceable provision to parties,
jurisdictions, or circumstances other than to whom or to which it is held
invalid or unenforceable shall not be affected thereby, nor shall same affect
the validity or enforceability of any other provision of this
Agreement.

     

    (d) This
Agreement shall be binding upon each Pledgor, and each Pledgor’s successors and
assigns, and shall inure to the benefit of the Pledgee and its successors and
assigns for the ratable benefit of the Creditor Parties.

     

    (e) Any
notice or other communication required or permitted pursuant to this Agreement
shall be given in accordance with the Securities Purchase
Agreement.

     

    (f) This
Agreement shall be governed by and construed and enforced in all respects in
accordance with the laws of the State of New York applied to contracts to be
performed wholly within the State of New York.

     

    (g) EACH
PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH COURT OF
COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL PURPOSES IN
CONNECTION WITH THIS AGREEMENT.  ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO
OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK.  EACH PLEDGOR FURTHER
CONSENTS THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING,
WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE
AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY
PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK
OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR
APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE
RULES OF SAID COURTS.  EACH PLEDGOR  WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY
DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON
CONVENIENS.

     

    (h) It is
understood and agreed that any person or entity that desires to become a Pledgor
hereunder, or is required to execute a counterpart of this Agreement after the
date hereof pursuant to the requirements of any Document, shall become a Pledgor
hereunder by (x) executing a Joinder Agreement in form and substance
satisfactory to the Pledgee, (y) delivering supplements to such exhibits and
annexes to such Documents as the Pledgee shall reasonably request and (z) taking
all actions as specified in this Agreement as would have been taken by such
Pledgor had it been an original party to this Agreement, in each case with all
documents required above to be delivered to the Pledgee and with all documents
and actions required above to be taken to the reasonable satisfaction of the
Pledgee.

     

    (i) This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which when taken together shall constitute one and
the same agreement.  Any signature delivered by a party by facsimile
or electronic transmission shall be deemed an original signature
hereto.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and
year first written above.

     

    PERVASIP
CORP. (f/k/a  eLEC Communications Corp.)

     

    
      	 	By:
      /s/ Paul H.
      Riss
	
               
      

            	
              Name:
      Paul H. Riss

            


    

    
      	
               
      

            	
              Title:
      Chief Executive Officer

            


    

     

    
      	
               
      

            	
              VOX
      COMMUNICATIONS CORP.

            


    

    
       

      
        	 	By:
      /s/ Paul H.
      Riss
	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      Chief Executive Officer

              


      

       

    

    
      	
               
      

            	
              AVI
      HOLDING CORP.

            


    

    
       

      
        	 	By:
      /s/ Paul H.
      Riss
	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      Chief Executive Officer

              


      

       

    

    
      	
               
      

            	
              TELCOSOFTWARE.COM
      CORP.

            


    

    
       

      
        	 	By:
      /s/ Paul H.
      Riss
	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      Chief Executive Officer

              


      

       

    

    
      	
               
      

            	
              LINE
      ONE, INC.

            


    

    
       

      
        	 	By:
      /s/ Paul H.
      Riss
	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      Chief Executive Officer

              


      

       

       

    

     

    LV
ADMINISTRATIVE SERVICES, INC.,

    as
Agent

     

    
      	
               
      

            	
              By: /s/ Patrick
      Regan

            


    

    
      	
               
      

            	
              Name:
      Patrick Regan

            


    

    
      	
               
      

            	
              Title:
      Authorized Signatory

            


    

    



    
      
         


      

      
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