Exhibit cc
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                   AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
                   -------------------------------------------

         This AMENDMENT NO. 1 TO STOCK PURCHASE  AGREEMENT (this "Amendment") is
                                                                  ---------
made and entered into as of February  27, 2007 by and among eLEC  Communications
Corp., a New York  corporation  having an address at 75 South Broadway Suite 302
White  Plains,  NY  10601  ("Seller"),  CYBD  Acquisition,   Inc.,  a  New  York
                             ------
corporation  and  wholly-owned  subsidiary of Cyber  Digital (as defined  below)
having an address at 400 Oser Avenue,  Hauppauge,  New York 11788  ("Acquisition
                                                                     -----------
Sub"), and Cyber Digital,  Inc., a New York corporation having an address at 400
---
Oser Avenue,  Hauppauge,  New York 11788  ("Cyber  Digital"  and,  together with
                                            --------------
Acquisition  Sub,  collectively,  "Purchaser"),  to  amend  that  certain  Stock
                                   ---------
Purchase  Agreement  (the  "Agreement"),  dated as of December 14, 2006,  by and
                            ---------
among Seller, Acquisition Sub and Cyber Digital.  Capitalized terms used but not
otherwise  defined herein shall have the meanings  ascribed to such terms in the
Agreement.

                                    RECITALS
                                    --------

         WHEREAS,  the parties to the Agreement desire to amend the Agreement in
accordance with the terms of this Amendment; and

         WHEREAS, Section 10.08 of the Agreement provides that the Agreement may
be amended by a written instrument signed by the parties to the Agreement.

         NOW, THEREFORE,  in consideration of the  representations,  warranties,
covenants  and  agreements  hereinafter  contained,  and intending to be legally
bound hereby, the parties hereby agree as follows:

         1.1 Section  3.05(a) of the  Agreement;  Definition of "Outside  Date".
             ------------------------------------------------------------------
Section  3.05(a) of the Agreement  shall be deleted and replaced in its entirety
with the following:

                  "(a) at the election of either Purchaser or Seller at any time
         after April 12, 2007 (the  "Outside  Date"),  if the Closing  shall not
                                     -------------
         have then occurred by the close of business on such date, provided that
         neither  Purchaser  nor Seller  shall be  entitled  to  terminate  this
         Agreement  on or after the  Outside  Date if the  principal  reason the
         transactions  contemplated  hereby shall not have been  consummated  by
         such time is the willful and  material  breach by such party (or in the
         case of Purchaser,  by Cyber Digital or Acquisition  Sub) of any of its
         or their obligations under this Agreement;"

         1.2 Governing Law. All of the terms,  conditions,  and other provisions
             -------------
of this Amendment  shall be interpreted and governed by reference to the laws of
the  State of New York,  and any  dispute  arising  therefrom  and the  remedies
available shall be determined in accordance with such laws without giving effect
to the principles of conflicts of law.

         1.3 Binding;  No  Assignment.  This Amendment and all of the provisions
             ------------------------
hereof shall be binding upon and inure to the benefit of the parties  hereto and
their respective  successors and permitted  assigns.  Neither this Amendment nor
any of the rights,  interests or obligations  hereunder shall be assigned by any
of the parties  hereto  without the prior  written  consent of the

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other party, except by operation of law; provided, however, that (i) Acquisition
                                         --------  -------
Sub or Cyber  Digital  may  assign all or part of this  Amendment  or its rights
hereunder (a) to a Purchaser Affiliate, (b) to Laurus in connection with the New
Note and the New Note Documents and (c) from and after the Closing,  to a Person
not a party to this  Amendment  which acquires all or  substantially  all of the
assets  of  Acquisition  Sub  or  Cyber  Digital  and  who  assumes  all  of the
obligations of Acquisition Sub or Cyber Digital  hereunder,  as the case may be,
provided in each such case that no such assignment shall release Acquisition Sub
or Cyber Digital, as the case may be, from its duties and obligations hereunder,
and (ii) Seller may assign all or part of this Amendment or its rights hereunder
to an  Affiliate  of  Seller  who  assumes  all of  the  obligations  of  Seller
hereunder, provided that no such assignment shall release Seller from its duties
and obligations hereunder.

         1.4 Counterparts.  This Amendment may be executed simultaneously in two
             ------------
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

         1.5  Headings.  The title of this  Amendment  and the  headings  of the
              --------
Sections and Articles of and the  Schedules to this  Amendment are for reference
purposes only and shall not be used in construing or interpreting this Amendment
..

         1.6  Construction.  Except as expressly  set forth  herein,  all of the
              ------------
provisions of the Agreement  shall remain in full force and effect in accordance
with their  terms,  and this  Amendment  shall  reaffirm  the  Agreement  in all
respects.  In the event of any conflict or inconsistency  between the provisions
of this Amendment and the  provisions of the  Agreement,  the provisions of this
Amendment shall govern.



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<page>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered on the day and year first above written.

                                            PURCHASER:

                                                     CYBD ACQUISITION, INC.


                                                     By: /s/ J.C. Chatpar
                                                        -----------------
                                                     Name: J.C Chapter
                                                     Title:   President

                                                     CYBER DIGITAL, INC.


                                                     By: /s/ J.C. Chatpar
                                                        -----------------
                                                     Name: J.C Chapter
                                                     Title:   President

                                            SELLER:

                                                     eLEC COMMUNICATIONS CORP.


                                                     By: /s/ Paul H Riss
                                                        -----------------
                                                     Name:  Paul H. Riss
                                                     Title: CEO


      [SIGNATURE PAGE TO AMENDMENT NO. 1 TO NRTC STOCK PURCHASE AGREEMENT]