Exhibit 10.10

                     AMENDED AND RESTATED SECURED TERM NOTE
                     --------------------------------------

         FOR VALUE RECEIVED,  eLEC COMMUNICATIONS  CORP., a New York corporation
(the  "Borrower"),  hereby promises to pay to LAURUS MASTER FUND,  LTD., c/o M&C
Corporate Services Limited,  P.O. Box 309 GT, Ugland House, South Church Street,
George Town, Grand Cayman,  Cayman Islands,  Fax: 345-949-8080 (the "Holder") or
its  registered  assigns or  successors  in interest,  on order,  the sum of Two
Million  Dollars  ($2,000,000),  together  with any accrued and unpaid  interest
hereon, on November 30, 2008 (the "Maturity Date") if not sooner paid.

         This  Note  amends  and  restates  in its  entirety  (and is  given  in
substitution  for and not in satisfaction  of) that certain  $2,000,000  Secured
Convertible  Term Note made by the  Company in favor of Holder on  November  30,
2005.

         This  Secured  Term Note (the  "Note") is intended  to be a  registered
obligation within the meaning of Treasury  Regulation Section  1.871-14(c)(1)(i)
and the Borrower (or its agent) shall register this Note (and  thereafter  shall
maintain  such  registration)  as to both  principal  and any  stated  interest.
Notwithstanding  any document,  instrument or agreement relating to this Note to
the  contrary,  transfer of this Note (or the right to any payments of principal
or stated  interest  thereunder)  may only be effected by (i)  surrender of this
Note and either the reissuance by the Borrower of this Note to the new holder or
the  issuance by the  Borrower of a new  instrument  to the new holder,  or (ii)
transfer through a book entry system  maintained by the Borrower (or its agent),
within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).

         Capitalized  terms  used  herein  without  definition  shall  have  the
meanings ascribed to such terms in that certain  Securities  Purchase  Agreement
dated as of November  30, 2005  between the Borrower and the Holder (as amended,
modified or supplemented from time to time, the "Purchase Agreement").

The following terms shall apply to this Note:

                                    ARTICLE I
                             INTEREST & AMORTIZATION

         1.1 (a) Interest Rate. Subject to Sections 3.2 and 4.6 hereof, interest
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payable on this Note  shall  accrue at a rate per annum  (the  "Interest  Rate")
equal to the "prime  rate"  published  in The Wall Street  Journal  from time to
                                          ------------------------
time,  plus two percent (2%).  The prime rate shall be increased or decreased as
the case may be for each  increase  or  decrease  in the prime rate in an amount
equal to such  increase  or  decrease  in the  prime  rate;  each  change  to be
effective  as of the day of the  change  in such  rate.  Interest  shall  be (i)
calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears,
which  commenced on January 1, 2006 and is payable on the first  business day of
each  consecutive  calendar month thereafter until the Maturity Date (and on the
Maturity Date), whether by acceleration or otherwise (each, a "Repayment Date").

<PAGE>

         1.2 Minimum  Monthly  Principal  Payments.  Amortizing  payments of the
             -------------------------------------
aggregate  principal  amount  outstanding  under  this  Note  at any  time  (the
"Principal  Amount")  began on May 1, 2006 and shall recur on the first business
day of each  succeeding  month  thereafter  until the  Maturity  Date (each,  an
"Amortization  Date").  Beginning on the first  Amortization  Date, the Borrower
shall make monthly  payments to the Holder on each Repayment  Date,  each in the
amount of $33,333.33,  together with any accrued and unpaid  interest to date on
such portion of the  Principal  Amount plus any and all other  amounts which are
then  owing  under  this  Note,  the  Purchase  Agreement  or any other  Related
Agreement  but have not been paid  (collectively,  the  "Monthly  Amount").  Any
Principal Amount that remains  outstanding on the Maturity Date shall be due and
payable on the Maturity Date.

                                   ARTICLE II
                                    REPAYMENT

         2.1 Optional  Redemption in Cash.  The Borrower will have the option of
             ----------------------------
prepaying this Note in whole or in part ("Optional Redemption") by paying to the
Holder a sum of money (the "Redemption Amount") equal to the principal amount of
this Note  together  with  accrued but unpaid  interest  thereon and any and all
other sums due,  accrued or payable to the Holder  arising under this Note,  the
Purchase  Agreement  or any  Related  Agreement  outstanding  on the  Redemption
Payment  Date (as defined  below).  The Borrower  shall  deliver to the Holder a
written notice of redemption  (the "Notice of  Redemption")  specifying the date
for such Optional Redemption (the "Redemption  Payment Date"),  which date shall
be no more  than  ten  (10)  business  days  after  the  date of the  Notice  of
Redemption (the "Redemption  Period"),  and the principal amount of this Note to
be redeemed. On the Redemption Payment Date, the relevant Redemption Amount must
be paid in good funds to the Holder.  In the event the Borrower fails to pay the
relevant  Redemption Amount on the Redemption  Payment Date as set forth herein,
then such Redemption Notice will be null and void.


                                   ARTICLE III
                                EVENTS OF DEFAULT

         3.1 Events of Default.  The  occurrence of any of the following  events
             -----------------
set forth in subparagraphs (a) through (i), inclusive, is an "Event of Default":

                  (a) Failure to Pay  Principal,  Interest  or other  Fees.  The
                      ----------------------------------------------------
         Borrower fails to pay when due any  installment of principal,  interest
         or other fees hereon in accordance herewith, and in any such case, such
         failure  shall  continue for a period of three (3) days  following  the
         date upon which any such payment was due.

                  (b) Breach of Covenant.  The Borrower breaches any covenant or
                      ------------------
         any other term or condition  of this Note or the Purchase  Agreement in
         any  material  respect,  or the  Borrower  or  any of its  Subsidiaries
         breaches  any  covenant or any other term or  condition  of any Related
         Agreement in any material  respect and, in any such

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<PAGE>

         case,  such  breach,  if  subject  to cure,  continues  for a period of
         fifteen (15) days after the occurrence thereof.

                  (c)   Breach   of   Representations   and   Warranties.    Any
                        ------------------------------------------------
         representation  or  warranty  made by the  Borrower in this Note or the
         Purchase  Agreement,  or by the Borrower or any of its  Subsidiaries in
         any Related Agreement,  shall, in any such case, be false or misleading
         in any  material  respect  on the  date  that  such  representation  or
         warranty was made or deemed made.

                  (d)   Receiver  or  Trustee.   The  Borrower  or  any  of  its
                        ---------------------
         Subsidiaries shall make an assignment for the benefit of creditors,  or
         apply for or consent to the appointment of a receiver or trustee for it
         or for a  substantial  part  of its  property  or  business;  or such a
         receiver or trustee shall otherwise be appointed.

                  (e)  Judgments.  Any money  judgment,  writ or  similar  final
                       ---------
         process  shall be entered or filed  against the  Borrower or any of its
         Subsidiaries  or any of their  respective  property or other assets for
         more than $250,000,  and shall remain  unvacated,  unbonded or unstayed
         for a period of sixty (60) days.

                  (f)  Bankruptcy.  Bankruptcy,  insolvency,  reorganization  or
                       ----------
         liquidation  proceedings  or other  proceedings  or  relief  under  any
         bankruptcy  law or any law for the  relief  of  debtors,  voluntary  or
         involuntary,  shall be  instituted by or against the Borrower or any of
         its Subsidiaries and, only in the case of an involuntary case commenced
         against the  Borrower or any of its  Subsidiaries,  the petition is not
         controverted  within ten (10) days,  or is not  dismissed  within sixty
         (60) days after commencement of the case, or the Borrower or any of its
         Subsidiaries  shall (i) become insolvent,  cease  operations,  dissolve
         and/or terminate its business existence, (ii) apply for, consent to, or
         suffer to exist the  appointment  of, or the taking of possession by, a
         receiver,  custodian,  trustee, liquidator or other fiduciary of itself
         or of all or a substantial  part of its property,  (iii) make a general
         assignment for the benefit of creditors or (iv) take any action for the
         purpose of effecting any of the foregoing.

                  (g) Stop Trade.  An SEC stop trade order or  Principal  Market
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         trading  suspension of the Common Stock shall be in effect for five (5)
         consecutive  days  or  five  (5)  days  during  a  period  of ten  (10)
         consecutive days, excluding in all cases a suspension of all trading on
         a Principal Market, provided that the Borrower shall not have been able
                             --------
         to cure such trading  suspension  within thirty (30) days of the notice
         thereof or list the Common  Stock on another  Principal  Market  within
         sixty (60) days of such notice.  The "Principal  Market" for the Common
         Stock  shall  include  the NASD OTC  Bulletin  Board,  NASDAQ  SmallCap
         Market, NASDAQ National Market System,  American Stock Exchange, or New
         York Stock  Exchange  (whichever  of the  foregoing  is at the time the
         principal trading exchange or market for the Common Stock).

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<PAGE>

                  (h) Default Under Related Agreements or Other Agreements.  The
                      ----------------------------------------------------
         occurrence  and  continuance of any Event of Default (as defined in the
         Purchase  Agreement or any Related  Agreement)  or any event of default
         (or similar  term)  under any other  indebtedness  (including,  without
         limitation,   indebtedness   evidenced  by  the   Securities   Purchase
         Agreement,  dated as of February 8, 2005  between the  Borrower and the
         Holder  together  with the Related  Agreements  referred  to  therein),
         provided  that it shall not be an Event of Default  under this  Section
         4.1(i) unless the aggregate  outstanding  principal  amount of all such
         other indebtedness as described above is at least $50,000.00.

                  (i) Change in  Control.  (i) Any  "Person" or "group" (as such
                      ------------------
         terms are defined in Sections  13(d) and 14(d) of the Exchange  Act, as
         in effect on the date hereof) is or becomes the "beneficial  owner" (as
         defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act),  directly
         or  indirectly,  of 35% or more on a fully  diluted  basis  of the then
         outstanding voting equity interest of the Borrower or (ii) the Board of
         Directors of the  Borrower  shall cease to consist of a majority of the
         Board of  Directors  of the  Borrower on the date hereof (or  directors
         appointed by a majority of the Board of Directors in effect immediately
         prior to such appointment).

         3.2 Default  Interest  Rate.  Following the  occurrence  and during the
             -----------------------
continuance of an Event of Default,  the Borrower shall pay additional  interest
on  this  Note in an  amount  equal  to one  percent  (1%)  per  month,  and all
outstanding  obligations  under  this Note,  including  unpaid  interest,  shall
continue  to accrue  such  additional  interest  from the date of such  Event of
Default until the date such Event of Default is cured or waived.

         3.3  Default   Payment.   Following  the   occurrence  and  during  the
              -----------------
continuance  of an Event of  Default,  the  Holder,  at its  option,  may demand
repayment in full of all obligations  and  liabilities  owing by Borrower to the
Holder  under  this  Note,  the  Purchase  Agreement  and/or  any other  Related
Agreement and/or may elect, in addition to all rights and remedies of the Holder
under  the  Purchase   Agreement  and  the  other  Related  Agreements  and  all
obligations and liabilities of the Borrower under the Purchase Agreement and the
other  Related  Agreements,  to require the  Borrower to make a Default  Payment
("Default  Payment").  The  Default  Payment  shall  be 125% of the  outstanding
principal amount of the Note, plus accrued but unpaid  interest,  all other fees
then remaining  unpaid,  and all other amounts  payable  hereunder.  The Default
Payment  shall  be  applied  first to any fees  due and  payable  to the  Holder
pursuant  to this  Note,  the  Purchase  Agreement,  and/or  the  other  Related
Agreements, then to accrued and unpaid interest due on this Note and then to the
outstanding principal balance of this Note. The Default Payment shall be due and
payable  immediately  on the date  that the  Holder  has  exercised  its  rights
pursuant to this Section 4.3.

         3.4  Cumulative  Remedies.  The  remedies  under  this  Note  shall  be
              --------------------
cumulative.

                                   ARTICLE IV
                                  MISCELLANEOUS

         4.1 Failure or Indulgence  Not Waiver.  No failure or delay on the part
             ---------------------------------
of the Holder

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<PAGE>

hereof in the exercise of any power, right or privilege  hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege  preclude other or further  exercise  thereof or of any other
right,  power or  privilege.  All rights and  remedies  existing  hereunder  are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

         4.2 Notices.  Any notice herein required or permitted to be given shall
             -------
be in writing and shall be deemed  effectively given: (a) upon personal delivery
to the party  notified,  (b) when sent by  confirmed  telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day,  (c) five days after  having been sent by  registered  or  certified  mail,
return receipt requested,  postage prepaid,  or (d) one day after deposit with a
nationally  recognized  overnight  courier,  specifying next day delivery,  with
written  verification  of  receipt.  All  communications  shall  be  sent to the
Borrower  at  the  address  provided  in  the  Purchase  Agreement  executed  in
connection herewith,  with a copy to Pryor Cashman Sherman & Flynn LLP, 410 Park
Avenue, New York, New York 10022,  Attention:  Eric M. Hellige,  Esq., facsimile
number (212) 798-6380 and to the Holder at the address  provided in the Purchase
Agreement  for such  Holder,  with a copy to John E.  Tucker,  Esq.,  825  Third
Avenue,  14th Floor, New York, New York 10022,  facsimile number (212) 541-4434,
or at such other address as the Borrower or the Holder may designate by ten days
advance written notice to the other parties hereto.

         4.3 Amendment Provision.  The term "Note" and all reference thereto, as
             -------------------
used  throughout  this  instrument,  shall mean this  instrument  as  originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented,  and any  successor  instrument  issued,  as it may be  amended or
supplemented.

         4.4 Assignability. This Note shall be binding upon the Borrower and its
             -------------
successors  and  assigns,  and shall  inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Purchase  Agreement.  This Note shall not be assigned by the
Borrower without the consent of the Holder.

         4.5  Governing  Law.  This Note shall be governed by and  construed  in
              --------------
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the State of
New York.  Both  parties and the  individual  signing this Note on behalf of the
Borrower  agree to submit to the  jurisdiction  of such courts.  The  prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's  fees and  costs.  In the event  that any  provision  of this Note is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any such provision which may prove invalid or  unenforceable  under any law
shall not affect the validity or  enforceability  of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from  bringing  suit or taking  other legal  action  against the Borrower in any
other  jurisdiction  to  collect on the  Borrower's  obligations  to Holder,  to
realize on any  collateral  or any other  security for such  obligations,  or to
enforce a judgment or other court in favor of the Holder.

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<PAGE>

         4.6  Maximum  Payments.  Nothing  contained  herein  shall be deemed to
              -----------------
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

         4.7  Security  Interest  and  Guarantee.  The Holder has been granted a
              ----------------------------------
security  interest (i) in certain assets of the Borrower and its Subsidiaries as
more fully  described in the Master  Security  Agreement dated as of February 8,
2005 and (ii)  pursuant to the Stock  Pledge  Agreement  dated as of February 8,
2005. The  obligations of the Borrower under this Note are guaranteed by certain
Subsidiaries  of the Borrower  pursuant to the  Subsidiary  Guaranty dated as of
February 8, 2005.

         4.8  Construction.  Each  party  acknowledges  that its  legal  counsel
              ------------
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction  that  ambiguities are to be resolved  against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

         4.9 Cost of Collection. If default is made in the payment of this Note,
             ------------------
the  Borrower  shall pay to Holder  reasonable  costs of  collection,  including
reasonable attorney's fees.

         4.10 Business Day. If any Repayment Date is a Saturday, Sunday or a day
              ------------
on which banking  institutions  in New York City are not required to be open for
business  (each, a "Legal  Holiday"),  payment of any Monthly Amount due on such
day may be made on the next  succeeding day that is not a Legal Holiday,  and no
interest shall accrue in respect of such payment for the intervening period.

         4.11 Prior  Notice.  This Note amends and  restates in its entirety the
              -------------
Secured  Convertible Term Note dated November 30, 2005 delivered by the Borrower
to the Holder pursuant to the Purchase Agreement.



       [Balance of page intentionally left blank; signature page follows.]


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<PAGE>


         IN WITNESS  WHEREOF,  the Borrower has caused this Note to be signed in
its name effective as of this 31st day of May, 2006.

                                             eLEC COMMUNICATIONS CORP.


                                             By: /s/  Paul H. Riss
                                                -------------------------------
                                             Name: Paul H. Riss
                                                  -----------------------------
                                             Title: Chief Executive Officer
                                                    ---------------------------
WITNESS:


/s/ Lauri Vertrees
-------------------------------




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