Exhibit 10.5

                          RESTRICTED ACCOUNT AGREEMENT
                          ----------------------------

         This Restricted  Account  Agreement (this  "Agreement") is entered into
this 31st day of May,  2006,  by and among NORTH FORK BANK,  a New York  banking
corporation  with  offices at 275  Broadhollow  Road,  Melville,  New York 11747
(together  with its  successors and assigns,  the "Bank"),  ELEC  COMMUNICATIONS
CORP., a New York corporation with offices at 75 South Broadway Suite 302, White
Plains,  New  York  10601  (together  with  its  successors  and  assigns,   the
"Company"),  and LAURUS MASTER FUND,  LTD., a Cayman  Islands  corporation  with
offices at c/o M&C Corporate  Services  Limited,  P.O. Box 309 GT, Ugland House,
South Church Street,  George Town, Grand Cayman,  Cayman Islands  (together with
its  successors  and  assigns,   "Laurus").  Unless  otherwise  defined  herein,
capitalized  terms used herein shall have the meaning provided such terms in the
Purchase Agreement referred to below.

         WHEREAS,  Laurus has provided financing to the Company, which financing
is  evidenced  by a  Securities  Purchase  Agreement  (as  amended,  modified or
supplemented  from  time to time,  the  "Purchase  Agreement")  and the  Related
Agreements referred to therein;

         WHEREAS,  the  Company  and Laurus  have  retained  the Bank to provide
certain services with respect to the Restricted Account (as defined below); and

         WHERERAS,  the  Company  and Laurus  have agreed that an amount of cash
equal to  $1,050,000  shall be  deposited  by Laurus on behalf of the Company by
wire transfer of immediately available funds into the Restricted Account,  which
cash shall be held by the Bank for the benefit of Laurus,  as  security  for the
Company's and its Subsidiaries' obligations under the Purchase Agreement and the
Related Agreements. For the purposes of this Agreement, the "Restricted Account"
shall mean that  certain  deposit  account (as  defined in Section  9-102 of the
Uniform  Commercial  Code as in  effect  in the  State  of New  York on the date
hereof)  described  on  Exhibit  B hereto,  which  Restricted  Account  shall be
maintained at the Bank and shall be in the sole dominion and control of Laurus;

         NOW THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1. The  Bank is  hereby  authorized  to  accept  for  deposit  into the
Restricted Account the sum of $1,050,000. The Bank hereby agrees to hold any and
all monies,  and other  amounts from time to time on deposit  and/or held in the
Restricted  Account  for the  benefit of the Laurus  and shall not  release  any
monies  held in the  Restricted  Account  until such time as the Bank shall have
received a notice  from  Laurus  substantially  in the form  attached  hereto as
Exhibit A (a "Release  Notice").  Following the receipt of a Release Notice from
Laurus,  the Bank agrees to promptly  disburse the amount of cash referred to in
such  Release  Notice to such  account  as Laurus  shall  determine  in its sole
discretion.  The Bank  hereby  agrees  that it will  only  comply  with  written
instructions  originated  by  Laurus  directing  disposition  of  funds  in  the
Restricted Account. The Company hereby irrevocably authorizes the Bank to comply
with any and all  instructions  given to the Bank by Laurus with  respect to the
Restricted Account without further

<PAGE>

consent  by the  Company.  The Bank,  the  Company  and  Laurus  agree  that the
Restricted Account is in Laurus' sole dominion and control.

         2. Each of the  Company,  Laurus and the Bank  hereby  agrees  that the
Restricted  Account shall not be closed, and the account name and account number
in respect thereof shall not be changed, in any case, without the consent of the
Laurus, except as specifically provided for in Section 9 below.

         3. The Bank hereby  subordinates  any claims and security  interests it
may have against,  or with respect to, the  Restricted  Account  (including  any
amounts  from time to time on deposit  therein)  to the  security  interests  of
Laurus  therein,  and  agrees  that no  amounts  shall be  charged  by it to, or
withheld or set-off or otherwise  recouped by it from, the Restricted Account or
any amounts from time to time on deposit  therein;  provided that, in connection
with all  service  charges and any other  charges  which the Bank is entitled to
receive in  connection  with the  servicing and  maintaining  of the  Restricted
Account (such charges, collectively, the "Charges"), each of the Company, Laurus
and the Bank  hereby  agrees  that the Bank will  collect  such  Charges  in the
following  manner:  (i)  first,  the Bank will  charge  other  deposit  accounts
maintained  by the Company with the Bank,  (ii) second,  in the event that there
are  insufficient  collected  funds in such other  deposit  accounts to pay such
Charges,  the Bank will  promptly  notify the Company and Laurus with respect to
same and,  within  seven (7)  business  days of the  Company's  receipt  of such
notice,  the Company  shall pay to the Bank the full amount of such Charges then
due, and (iii) third,  if the Company fails to pay to the Bank such Charges then
due within the time period set forth in the preceding clause (ii), the Bank will
promptly  provide a written  notice to Laurus of such  occurrence  and,  in such
case,  the Bank is hereby  authorized,  following a period of five (5)  business
days after the receipt of such written notice by Laurus,  to deduct such Charges
then due from the Restricted Account,  unless, during such five (5) business day
period, Laurus pays the amount of any such Charges then due to the Bank from its
own  account.  Except  for  the  payment  of the  Charges  as set  forth  in the
immediately  preceding proviso, the Bank agrees that it shall not offset, deduct
or claim against the Restricted Account unless and until Laurus has notified the
Bank in  writing  that  all of the  Company's  obligations  under  the  Purchase
Agreement and the Related Agreements have been performed.

         4. The Company and the Bank agree that the  maintenance  by the Bank of
the  Restricted  Account  shall  be as  agent  for  Laurus.  The  Bank  shall be
responsible for the performance of only such duties as are set forth herein. The
Bank's duties hereunder,  however,  are merely  ministerial,  and the Bank shall
have no liability or  obligation to the Company or Laurus or to any other person
for any act or omission of the Bank in connection  with the  performance  of the
Bank's duties in servicing and/or maintaining the Restricted Account, except for
acts of gross  negligence or willful  misconduct by Bank. IN NO EVENT,  HOWEVER,
SHALL THE BANK HAVE ANY RESPONSIBILITY FOR CONSEQUENTIAL,  INDIRECT,  SPECIAL OR
EXEMPLARY  DAMAGES OR LOST PROFITS,  WHETHER OR NOT IT HAS NOTICE  THEREOF,  AND
REGARDLESS OF THE BASIS,  THEORY OR NATURE OF THE ACTION UPON WHICH THE CLAIM IS
ASSERTED,  NOR SHALL IT HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE VALIDITY OR
ENFORCEABILITY  OF ANY  SECURITY  INTEREST  OR OTHER  INTEREST  OF LAURUS OR THE
COMPANY IN THE RESTRICTED  ACCOUNT.  In furtherance of and without  limiting the
foregoing,  the Company  and Laurus  agree that the Bank shall not be liable for
any damage or loss to them for any delay or failure of  performance  arising out
of the acts or omissions of any third  parties,  including,  but not limited to,
various communication  services,  courier services,  the Federal Reserve system,
any

                                       2
<PAGE>

other bank or any third party who may be affected by funds  transactions,  fire,
mechanical,  computer or electrical failures or other unforeseen  contingencies,
strikes or any similar or dissimilar cause beyond the reasonable  control of the
Bank. This paragraph shall survive the termination of this Agreement.

         5. Except where the Bank has been grossly negligent or has acted in bad
faith,  each of Laurus  and the  Company  and their  respective  successors  and
assigns  will  release  the Bank  from  and  shall  indemnify  and hold the Bank
harmless  from and  against any and all losses,  claims,  damages,  liabilities,
costs and expenses  (including,  without  limitation,  reasonable  counsel fees,
whether  arising  in an  action  or  proceeding  among  the  parties  hereto  or
otherwise,  without  regard to the merit or lack of merit  thereof) to which the
Bank may  become  subject,  or which it may suffer or incur,  arising  out of or
based upon this  Agreement or the actions  contemplated  hereby.  This paragraph
shall survive termination of this Agreement.

         6.  The Bank  shall  be  fully  protected  in  acting  on any  order or
direction by Laurus  respecting  the items received by the Bank or the monies or
other items in the Restricted  Account  without making any  independent  inquiry
whatsoever as to Laurus'  rights or authority to give such order or direction or
as to the application of any payments made pursuant thereto.

         7. Nothing in this Agreement  shall be deemed to prohibit the Bank from
complying with its customary  procedures in the event that it is served with any
legal process with respect to the Restricted Account.

         8. The rights and powers granted in this to Laurus have been granted in
order to protect and further  perfect its security  interests in the  Restricted
Account  (including  any amounts  from time to time on deposit  therein) and are
powers  coupled with an interest and will be affected  neither by any  purported
revocation  by the  Company of this  Agreement  or the rights  granted to Laurus
hereunder or by the bankruptcy,  insolvency,  conservatorship or receivership of
the Company or the Bank or by the lapse of time.

         9. This  Agreement may not be amended or waived except by an instrument
in  writing  signed  by  each  of the  parties  hereto.  This  Agreement  may be
terminated by the Bank upon giving the Company and Laurus thirty (30) days prior
written  notice.  Laurus  shall  designate a  successor  bank on or prior to the
effective date of such termination and the Bank shall deliver the balance in the
Restricted  Account to such  successor  bank.  Any notice  required  to be given
hereunder may be given,  and shall be deemed given when delivered,  via telefax,
U.S. mail return receipt requested or nationally recognized overnight courier to
each of the  parties at the  address  set forth  above.  This  Agreement  may be
executed in any number of  counterparts,  each of which shall be an original and
all of which, when taken together,  shall constitute one agreement.  Delivery of
an executed signature page of this Agreement by facsimile  transmission shall be
effective as delivery of a manually executed  counterpart hereof or thereof,  as
the case  may be.  This  Agreement  shall  be  governed  by,  and  construed  in
accordance  with,  the laws of the  State of New  York,  without  regard  to its
conflict of laws  principles.  This  Agreement  sets forth the entire  agreement
between the parties  hereto as to the matters set forth herein and supersede all
prior communications,  written or oral, with respect to the matters herein. EACH
OF THE PARTIES  HERETO  HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT

                                       3
<PAGE>

TO ANY CLAIM,  ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS
AGREEMENT.  THE BANK, THE COMPANY AND LAURUS EACH HEREBY SUBMIT TO THE EXCLUSIVE
JURISDICTION  OF THE FEDERAL AND NEW YORK STATE COURTS  LOCATED IN THE COUNTY OF
NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR ANY MATTERS
CONTEMPLATED HEREBY OR THEREBY.

                                     * * * *




                                       4
<PAGE>


         Agreed and accepted this 31st day of May, 2006.



                                    NORTH FORK BANK



                                    By:      /s/ Avril Conway
                                       --------------------------------
                                    Name: Avril Conway
                                    Title:

                                    LAURUS MASTER FUND, LTD.



                                    By:      /s/ Eugene Grin
                                       --------------------------------
                                    Name: Eugene Grin
                                    Title: Director



                                     ELEC COMMUNICATIONS CORP.



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


                                       5
<PAGE>

                                    EXHIBIT A

                                 RELEASE NOTICE


To:      North Fork Bank
         404 Fifth Ave.,  Suite 1
         New York, NY  10018

Re:      Account Name: ____________
         Account Number: ___________


         Reference is made to that certain Restricted  Account Agreement,  dated
as of May 31, 2006 (the "Restricted Account  Agreement"),  among North Fork Bank
(the "Bank"), ELEC Communications Corp. (the "Company"), and Laurus Master Fund,
Ltd. ("Laurus").

         This  is  to  notify  you  that  Laurus   authorizes   the  release  of
$_____________  (the  "Release  Amount")  from the account  referenced  above in
accordance  with the  terms of the  Restricted  Account  Agreement.  Within  one
business  day  following  the receipt of this  Release  Notice,  the Bank hereby
agrees to wire the  Release  Amount  (or,  in the event  that the  amount in the
Restricted  Account is less than the Release Amount,  such lesser amount) to the
following account in accordance with the wire instructions set forth below:

                           [Insert Wire Instructions]






                                      LAURUS MASTER FUND, LTD.

                                      By:
                                         ----------------------------
                                      Name:
                                      Title:


         Agreed and accepted this __ day of ___________ 2006.

         NORTH FORK BANK



         By:
            ----------------------------
         Name:
         Title:




                                       6
<PAGE>


                                    EXHIBIT B

                               Restricted Account
                               ------------------

o        Bank:                North Fork Bank

o        Bank Routing Number: 021407912
         Attn:               [Sheldon Selman]
         Phone:               212-967-9400


         Account Name:        eLEC Communications Corp.

         Account #:           270-405-7914



                                       7