Exhibit 10.2

                                SECURED TERM NOTE
                                -----------------

         FOR VALUE RECEIVED,  ELEC COMMUNICATIONS  CORP., a New York corporation
(the "Company"),  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,  the sum of One Million  Seven
Hundred  Thousand  Dollars  ($1,700,000),  together  with any accrued and unpaid
interest  hereon,  on May 31, 2009 (the "Maturity Date") if not sooner paid. The
original  principal  amount of this  Secured  Term Note  subject  to  amortizing
payments  pursuant  to Section  1.3  hereof is  hereinafter  referred  to as the
"Amortizing  Principal  Amount" and the remaining  original  principal amount of
this  Secured  Term  Note  is  hereinafter  referred  to as the  "Non-Amortizing
Principal  Amount."  The  Amortizing  Principal  Amount  and the  Non-Amortizing
Principal Amount are collectively referred to herein as the "Principal Amount".

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

         The Principal Amount of this Secured Term Note that is contained in the
Restricted  Account (as defined in the Restricted  Account Agreement referred to
in the Purchase Agreement) on the date of the issuance of this Secured Term Note
is $1,050,000.

    The following terms shall apply to this Secured Term Note (this "Note"):

                                   ARTICLE I
                         CONTRACT RATE AND AMORTIZATION

                  1.1 Contract Rate. Subject to Sections 3.2 and 4.10,  interest
                      -------------
         payable on the outstanding  Principal  Amount of this Note shall accrue
         at a rate per annum  equal to the "prime  rate"  published  in The Wall
                                                                        --------
         Street Journal from time to time (the "Prime  Rate"),  plus two percent
         --------------
         (2.0%) (the "Contract  Rate").  The Contract 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 the Prime
         Rate.  Interest  shall be  calculated  on the  basis of a 360 day year.
         Interest on the Amortizing  Principal  Amount shall be payable monthly,
         in arrears,  commencing on July 1, 2006,  on the first  business day of
         each consecutive  calendar month  thereafter  through and including the
         Maturity  Date, and on the Maturity Date,  whether by  acceleration  or
         otherwise.  Accrued  interest on the  Non-Amortizing  Principal  Amount
         shall be  payable  only on the  Maturity  Date or,  in the event of the
         redemption  of all  or any  portion  of  the  Non-Amortizing  Principal
         Amount, accrued interest on the amount so redeemed shall be paid on the
         date of redemption or conversion, as the case may be.

<PAGE>

                  1.2  Contract  Rate  Payments.  The  Contract  Rate  shall  be
                       ------------------------
         calculated on the last business day of each  calendar  month  hereafter
         (other than for increases or decreases in the Prime Rate which shall be
         calculated and become effective in accordance with the terms of Section
         1.1) until the Maturity Date.

                  1.3 Principal  Payments.  Amortizing payments of the aggregate
                      -------------------
         Principal  Amount  outstanding  under  this  Note at any  time  and not
         contained  in the  Restricted  Account  (as  defined in the  Restricted
         Account  Agreement) shall be made by the Company on June 1, 2007 and on
         the first business day of each succeeding month thereafter  through and
         including the Maturity Date (each, an "Amortization Date").  Commencing
         on the first Amortization Date, the Company shall make monthly payments
         to the  Holder on each  Amortization  Date,  each such  payment  in the
         amount of $27,083.33 (the "Monthly  Principal  Amount"),  together with
         any  accrued  and unpaid  interest  on such  portion of the  Amortizing
         Principal  Amount plus any and all other unpaid  amounts which are then
         owing under this Note, the Purchase  Agreement and/or any other Related
         Agreement   (collectively,   the  "Monthly  Amount");   provided  that,
         following a release of an amount of funds from the  Restricted  Account
         (as defined in the Restricted  Account  Agreement) for the purposes set
         forth in the Restricted Account Side Letter (each, a "Release Amount"),
         each Monthly  Principal  Amount due on any Repayment Date following any
         such release  shall be increased by an amount equal to (x) such Release
         Amount divided by (y) the sum of (I) the number of  Amortization  Dates
         remaining  until the Maturity  Date plus (II) one (1). Any  outstanding
         Principal  Amount together with any accrued and unpaid interest and any
         and all other unpaid amounts which are then owing by the Company to the
         Holder under this Note, the Purchase Agreement and/or any other Related
         Agreement shall be due and payable on the Maturity Date.

                                   ARTICLE II
                                   REDEMPTION

                  2.1 Optional  Redemption of Amortizing  Principal Amount.  The
                      ----------------------------------------------------
         Company may prepay outstanding Amortizing Principal Amount, in whole or
         in part, (the "Optional Amortizing Redemption") by paying to the Holder
         a sum of money equal to one hundred  percent  (100%) of the  Amortizing
         Principal  Amount to be  redeemed  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 other
         Related Agreement (the "Amortizing  Redemption Amount")  outstanding on
         the Amortizing  Redemption Payment Date (as defined below). The Company
         shall deliver to the Holder a written notice of redemption (the "Notice
         of  Amortizing  Redemption")  specifying  the date  for  such  Optional
         Amortizing Redemption (the "Amortizing Redemption Payment Date"), which
         date shall be seven (7)  business  days after the date of the Notice of
         Amortizing  Redemption  (the  "Redemption  Period").  On the Amortizing
         Redemption Payment Date, the Amortizing  Redemption Amount must be paid
         in good funds to the Holder.  In the event the Company fails to pay the
         Amortizing  Redemption Amount on the Amortizing Redemption Payment Date
         as set forth herein, then such Notice of Amortizing  Redemption will be
         null and void.

                                       2
<PAGE>

                  2.2 Optional  Redemption of  Non-Amortizing  Principal Amount.
                      ---------------------------------------------------------
         The  Borrower  will  have  the  option  of  repaying  the   outstanding
         Non-Amortizing Principal Amount ("Optional Non-Amortizing Redemption"),
         in whole or in part,  by paying the Holder a sum of money  equal to one
         hundred  percent (100%) of the  Non-Amortizing  Principal  Amount to be
         redeemed,  together  with  accrued  but unpaid  interest  thereon  (the
         "Non-Amortizing  Redemption  Amount") on the Non-Amortizing  Redemption
         Date (as defined  below).  The Borrower  shall  deliver to the Holder a
         written   notice  of   redemption   (the   "Notice  of   Non-Amortizing
         Redemption")  specifying  the  date for  such  Optional  Non-Amortizing
         Redemption (the "Non-Amortizing  Redemption Date"), which date shall be
         not less than seven (7)  business  days after the date of the Notice of
         Non-Amortizing Redemption (the "Non-Amortizing  Redemption Period"). On
         the  Non-Amortizing  Redemption  Date,  the  Non-Amortizing  Redemption
         Amount  shall  be  paid  (i) in  good  funds  to the  Holder,  (ii)  by
         furnishing the Holder written  direction to notify the bank holding the
         Restricted  Account to release from the Restricted  Account and deliver
         to the  Holder a sum of money  equal to the  Non-Amortizing  Redemption
         Amount, or (iii) if the amount on deposit in the Restricted  Account is
         less than the  Non-Amortizing  Redemption  Amount,  by  furnishing  the
         Holder  written  direction  to notify the bank  holding the  Restricted
         Account to release all amounts on deposit in the Restricted  Account to
         the Holder and  delivering  to the Holder good funds in an amount equal
         to the balance of the Non-Amortizing Redemption Amount.

                                  ARTICLE III
                                EVENTS OF DEFAULT

                  3.1 Events of Default.  The occurrence of any of the following
                      -----------------
         events  set  forth in this  Section  3.1 shall  constitute  an event of
         default ("Event of Default") hereunder:

                        (a) Failure to Pay.  The  Company  fails to pay when due
                            --------------
            any  installment  of  principal,  interest  or other fees  hereon in
            accordance  herewith,  or the Company  fails to pay any of the other
            Obligations (under and as defined in the Master Security  Agreement)
            when due, 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  Company  or  any of its
                             --------------------
            Subsidiaries breaches any covenant or any other term or condition of
            this Note in any  material  respect and 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,  warranty  or  statement  made or  furnished  by the
            Company  or any of its  Subsidiaries  in  this  Note,  the  Purchase
            Agreement or any other Related  Agreement shall at any time be false
            or misleading  in any material  respect on the date as of which made
            or deemed made.

                                       3
<PAGE>

                        (d) Default Under Other  Agreements.  The  occurrence of
                            -------------------------------
            any default (or similar term) in the  observance or  performance  of
            any other  agreement or condition  relating to any  indebtedness  or
            contingent  obligation  of the  Company  or any of its  Subsidiaries
            beyond the period of grace (if any),  the effect of which default is
            to cause,  or permit the holder or holders of such  indebtedness  or
            beneficiary or beneficiaries of such contingent obligation to cause,
            such indebtedness to become due prior to its stated maturity or such
            contingent obligation to become payable;

                        (e) Bankruptcy.  The Company or any of its  Subsidiaries
                            ----------
            shall (i) apply for,  consent to or suffer to exist the  appointment
            of, or the taking of possession by, a receiver,  custodian,  trustee
            or  liquidator  of  itself  or of all or a  substantial  part of its
            property,  (ii)  make  a  general  assignment  for  the  benefit  of
            creditors,  (iii)  commence  a  voluntary  case  under  the  federal
            bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated
            a  bankrupt  or  insolvent,  (v)  file a  petition  seeking  to take
            advantage of any other law providing for the relief of debtors, (vi)
            acquiesce to, without  challenge  within ten (10) days of the filing
            thereof, or failure to have dismissed,  within thirty (30) days, any
            petition  filed  against  it in  any  involuntary  case  under  such
            bankruptcy  laws,  or  (vii)  take any  action  for the  purpose  of
            effecting any of the foregoing;

                        (f)  Judgments.  Attachments  or  levies  in  excess  of
                             ---------
            $250,000  in the  aggregate  are made upon the Company or any of its
            Subsidiary's  assets or a judgment is rendered against the Company's
            property involving a liability of more than $250,000 which shall not
            have been vacated,  discharged,  stayed or bonded within thirty (30)
            days from the entry thereof;

                        (g) Insolvency.  The Company or any of its  Subsidiaries
                            ----------
            shall admit in writing its inability, or be generally unable, to pay
            its debts as they  become  due or cease  operations  of its  present
            business;

                        (h) Change of  Control.  A Change of Control (as defined
                            ------------------
            below) shall occur with respect to the Company,  unless Holder shall
            have  expressly  consented  to such Change of Control in writing.  A
            "Change of Control" shall mean any event or circumstance as a result
            of which (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),  other than the Holder,  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 Company
            [(other  than a "Person" or "group"  that  beneficially  owns 35% or
            more of such  outstanding  voting equity interests of the Company on
            the date hereof)],  (ii) the Board of Directors of the Company shall
            cease to consist of a majority of the  Company's  board of directors
            on the date  hereof (or  directors  appointed  by a majority  of the
            board of directors in effect  immediately prior to such appointment)
            or  (iii)  the  Company  or  any  of  its  Subsidiaries   merges  or
            consolidates  with, or sells all or substantially  all of its assets
            to, any other person or entity;

                                       4
<PAGE>

                        (i)   Indictment;   Proceedings.   The   indictment   or
                              -------------------------
            threatened  indictment of the Company or any of its  Subsidiaries or
            any  executive  officer of the  Company  or any of its  Subsidiaries
            under  any  criminal   statute,   or   commencement   or  threatened
            commencement of criminal or civil proceeding  against the Company or
            any of its  Subsidiaries or any executive  officer of the Company or
            any of its  Subsidiaries  pursuant  to which  statute or  proceeding
            penalties or remedies sought or available include  forfeiture of any
            of the property of the Company or any of its Subsidiaries;

                        (j) The Purchase Agreement and Related  Agreements.  (i)
                            ----------------------------------------------
            An Event of Default shall occur under and as defined in the Purchase
            Agreement or any other Related Agreement, (ii) the Company or any of
            its Subsidiaries  shall breach any term or provision of the Purchase
            Agreement or any other Related Agreement in any material respect and
            such breach, if capable of cure,  continues  unremedied for a period
            of fifteen (15) days after the occurrence thereof, (iii) the Company
            or any of its  Subsidiaries  attempts to terminate,  challenges  the
            validity of, or its liability under,  the Purchase  Agreement or any
            Related Agreement, (iv) any proceeding shall be brought to challenge
            the  validity,  binding  effect  of the  Purchase  Agreement  or any
            Related  Agreement  or (v) the  Purchase  Agreement  or any  Related
            Agreement ceases to be a valid,  binding and enforceable  obligation
            of the  Company  or any of its  Subsidiaries  (to  the  extent  such
            persons or entities are a party thereto);

                        (k) Stop  Trade.  An SEC stop trade  order or  Principal
                            -----------
            Market 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 Company 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; or

                  3.2 Default Interest.  Following the occurrence and during the
                      ----------------
         continuance  of an Event of Default,  the Company shall pay  additional
         interest on this Note in an amount equal to one percent (1%) per month,
         and all outstanding obligations under this Note, the Purchase Agreement
         and each other Related  Agreement,  including  unpaid  interest,  shall
         continue to accrue interest at such  additional  interest rate 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
         Company 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 Company
         under the  Purchase  Agreement  and the other  Related  Agreements,  to
         require the Company to make a Default Payment ("Default Payment").  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

                                       5
<PAGE>

         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
         3.3.

                                   ARTICLE IV
                                  MISCELLANEOUS

                  4.1 Issuance of New Note. Upon any partial  redemption of this
                      --------------------
         Note, a new Note  containing  the same date and provisions of this Note
         shall,  at the request of the  Holder,  be issued by the Company to the
         Holder for the principal  balance of this Note and interest which shall
         not have been  converted or paid.  Subject to the provisions of Article
         III of this Note,  the  Company  shall not pay any  costs,  fees or any
         other  consideration to the Holder for the production and issuance of a
         new Note.

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

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

                  4.4  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  Company  at the  address  provided  in the  Purchase  Agreement
         executed in connection herewith,  with a copy to Eric M. Hellige, Esq.,
         Pryor Cashman Sherman & Flynn LLP, 410 Park Avenue,  New York, New York
         10022,  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 Company or the Holder may designate by ten days advance  written
         notice to the other parties  hereto.  A Notice of  Conversion  shall be
         deemed  given  when  made  to the  Company  pursuant  to  the  Purchase
         Agreement.

                  4.5 Amendment  Provision.  The term "Note" and all  references
                      --------------------
         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 as such successor
         instrument may be amended or supplemented.

                                       6
<PAGE>

                  4.6 Assignability. This Note shall be binding upon the Company
                      -------------
         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.
         The  Company  may not  assign  any of its  obligations  under this Note
         without the prior  written  consent of the Holder,  any such  purported
         assignment without such consent being null and void.

                  4.7 Cost of Collection.  In case of any Event of Default under
                      ------------------
         this  Note,  the  Company  shall  pay the  Holder  reasonable  costs of
         collection, including reasonable attorneys' fees.

         4.8  Governing Law, Jurisdiction and Waiver of Jury Trial.
              ----------------------------------------------------

                        (a) THIS NOTE SHALL BE  GOVERNED  BY AND  CONSTRUED  AND
            ENFORCED  IN  ACCORDANCE  WITH  THE LAWS OF THE  STATE OF NEW  YORK,
            WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                        (b) THE  COMPANY  HEREBY  CONSENTS  AND AGREES  THAT THE
            STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK,  STATE OF
            NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
            CLAIMS OR DISPUTES  BETWEEN THE  COMPANY,  ON THE ONE HAND,  AND THE
            HOLDER,  ON THE OTHER  HAND,  PERTAINING  TO THIS NOTE OR ANY OF THE
            OTHER RELATED  AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED
            TO THIS NOTE OR ANY OF THE RELATED  AGREEMENTS;  PROVIDED,  THAT THE
                                                             --------
            COMPANY  ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO
            BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE
            OF NEW YORK; AND FURTHER  PROVIDED,  THAT NOTHING IN THIS NOTE SHALL
                             -------  --------
            BE DEEMED OR OPERATE TO PRECLUDE  THE HOLDER FROM  BRINGING  SUIT OR
            TAKING OTHER LEGAL ACTION IN ANY OTHER  JURISDICTION  TO COLLECT THE
            OBLIGATIONS,  TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR
            THE  OBLIGATIONS,  OR TO ENFORCE A JUDGMENT  OR OTHER COURT ORDER IN
            FAVOR OF THE HOLDER.  THE COMPANY  EXPRESSLY SUBMITS AND CONSENTS IN
            ADVANCE TO SUCH  JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
            SUCH COURT, AND THE COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY
            HAVE BASED UPON LACK OF  PERSONAL  JURISDICTION,  IMPROPER  VENUE OR
            FORUM NON CONVENIENS.  THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF
            --------------------
            THE SUMMONS,  COMPLAINT AND OTHER PROCESS  ISSUED IN ANY SUCH ACTION
            OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
            PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE
            COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE  AGREEMENT AND THAT
            SERVICE SO MADE SHALL BE

                                       7
<PAGE>

            DEEMED COMPLETED UPON THE COMPANY'S ACTUAL RECEIPT THEREOF.

                        (c) THE COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY
            A JUDGE APPLYING SUCH  APPLICABLE  LAWS.  THEREFORE,  TO ACHIEVE THE
            BEST  COMBINATION  OF THE  BENEFITS  OF THE  JUDICIAL  SYSTEM AND OF
            ARBITRATION,  THE COMPANY  HERETO WAIVES ALL RIGHTS TO TRIAL BY JURY
            IN ANY ACTION,  SUIT, OR PROCEEDING  BROUGHT TO RESOLVE ANY DISPUTE,
            WHETHER ARISING IN CONTRACT,  TORT, OR OTHERWISE  BETWEEN THE HOLDER
            AND  THE  COMPANY  ARISING  OUT  OF,  CONNECTED  WITH,   RELATED  OR
            INCIDENTAL  TO  THE   RELATIONSHIP   ESTABLISHED   BETWEEN  THEM  IN
            CONNECTION  WITH THIS  NOTE,  ANY  OTHER  RELATED  AGREEMENT  OR THE
            TRANSACTIONS RELATED HERETO OR THERETO.

                  4.9 Severability. 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.

                  4.10  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 rate  permitted by such law, any
         payments  in excess of such  maximum  rate  shall be  credited  against
         amounts  owed by the  Company to the Holder  and thus  refunded  to the
         Company.

                  4.11  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 the date  hereof and (ii)  pursuant to the Stock
         Pledge  Agreement  dated as of the date hereof.  The obligations of the
         Borrower under this Note are guaranteed by certain  Subsidiaries of the
         Borrower  pursuant  to the  Subsidiary  Guaranty  dated  as of the date
         hereof.

                  4.12  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.

         4.13  Registered  Obligation.  This Note is intended to be a registered
               ----------------------
obligation within the meaning of Treasury  Regulation Section  1.871-14(c)(1)(i)
and the Company (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

                                       8
<PAGE>

by the Company of this Note to the new holder or the  issuance by the Company of
a new instrument to the new holder, or (ii) transfer through a book entry system
maintained  by the  Company  (or its  agent),  within the  meaning  of  Treasury
Regulation Section 1.871-14(c)(1)(i)(B).

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




                                       9
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Secured Term 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
-----------------------
Lauri Vertrees



                                       10