pv1014.htm


    
      

      

    

    Exhibit
10.14

     

    LV
ADMINISTRATIVE SERVICES, INC., as Agent,

    VALENS
OFFSHORE SPV II, CORP., and

    VALENS
OFFSHORE SPV I, LTD.

    c/o
Valens Capital Management, LLC

    335
Madison Avenue, 10th Floor

    New York,
NY 10017

    as of May
28, 2008

     

    Pervasip
Corp. (f/k/a eLEC Communications Corp.)

    75 South
Broadway, Suite 302

    White
Plains, NY 10601

     

    Attention: Chief
Executive Officer

     

    Re:  Amendment to September 28,
2007 Securities Purchase Agreement

     

    Ladies
and Gentlemen:

     

    Reference
is made to (i) that certain Securities Purchase Agreement dated as of September
28, 2007 (as amended, restated, modified and/or supplemented from time to time,
the “2007 Securities
Purchase Agreement”) by and among PERVASIP CORP. (f/k/a eLEC
Communications Corp.), a New York corporation (the “Company”), VALENS
OFFSHORE SPV II, CORP. (“Valens Offshore II”),
VALENS OFFSHORE SPV I, LTD. (as assignee of Calliope Capital Corporation, “Valens Offshore I”;
and together with Valens Offshore II, each a “Purchaser” and
collectively, the “Purchasers”) and LV
ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and
collateral agent for each Purchaser (the “Agent”; and together
with the Purchasers, collectively, the “Creditor Parties”),
(ii) that certain Amended and Restated Secured Term Note dated the date hereof
made by the Company in favor of Valens Offshore I in the original principal
amount of $3,400,000 (the “Valens Offshore I
Note”), and (iii) that certain Amended and Restated Secured Term Note
dated the date hereof made by the Company in favor of Valens Offshore II in the
original principal amount of $600,000 (the “Valens Offshore II
Note”; and together with the Valens Offshore I Note, collectively, the
“Amended and Restated
Notes”).  Capitalized terms used herein that are not defined
shall have the meanings given to them in the 2007 Securities Purchase
Agreement.

     

    In order
to induce the Creditor Parties to agree to the terms of the Amended and Restated
Notes, the parties hereto have agreed to amend the 2007 Securities Purchase
Agreement on the terms and conditions set forth below.

     

    In
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

     

    1) Section
4.2 of the 2007 Securities Purchase Agreement is amended by replacing the amount
of “$35,000” with the amount of “$43,000”;

     

    2) Section
6.22(b) of the 2007 Securities Purchase Agreement is amended by replacing the
date “June 30, 2008” with the date “August 15, 2008”; and

     

    3) Section
9.2 of the 2007 Securities Purchase Agreement is hereby deleted in its entirety
and shall be of no further force or effect.

     

    This
letter agreement shall become effective upon receipt by Agent of a copy of this
letter agreement executed by the Company.

     

    Except as
specifically amended herein, the 2007 Securities Purchase Agreement and the
other Related Agreements (as defined in the 2007 Securities Purchase Agreement)
shall remain in full force and effect, and are hereby ratified and
confirmed.  The execution, delivery and effectiveness of this letter
agreement shall not operate as a waiver of any right, power or remedy of Agent
or any Purchaser, nor constitute a waiver of any provision of the 2007
Securities Purchase Agreement and the other Related Agreements.  This
letter agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns and shall be governed by and
construed in accordance with the laws of the State of New York.

     

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    This
letter agreement may be executed by the parties hereto 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 transmission or other electronic
transmission shall be deemed to be an original signature hereto.

     

    Very
truly yours,

     

     

    LV
ADMINISTRATIVE SERVICES, INC., as Agent

     

    
      	 	By:
      /s/ Patrick
      Regan
	
               
      

            	
              Name:
      Patrick Regan

            


    

    
      	
               
      

            	
              Title:
      Authorized Signatory

            


    

     

    VALENS
OFFSHORE SPV I, LTD. (as assignee of Calliope Capital Corporation)

     

    
      	
               
      

            	
              By:

            	
              Valens
      Capital Management, LLC,

            


    

    
      	
               
      

            	
              its
      investment manager

            


    

     

    
      
        	 	By:
      /s/ Patrick
      Regan
	
                 
      

              	
                Name:
      Patrick Regan

              


      

      
        	
                 
      

              	
                Title:
      Authorized Signatory

              


      

       

    

    VALENS
OFFSHORE SPV II, CORP.

     

    
      	
               
      

            	
              By:

            	
              Valens
      Capital Management, LLC,

            


    

    
      	
               
      

            	
              its
      investment manager

            


    

     

    
      	 	By:
      /s/ Patrick
      Regan
	
               
      

            	
              Name:
      Patrick Regan

            


    

    
      	
               
      

            	
              Title:
      Authorized Signatory

            


    

     

     

    ACKNOWLEDGED
AND AGREED TO:

     

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

     

    
      	
              By:/s/ Paul H.
      Riss

            	 	 


    

    
      	
               
      

            	
              Name:
      Paul H. Riss

            


    

    
      	
               
      

            	
              Title:
      Chief Executive Officer

            


    


    
      
         


      

      
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