Exhibit 10.3

                    REAFFIRMATION AND RATIFICATION AGREEMENT


                                                              May 31, 2006
Laurus Master Fund, Ltd.
c/o Laurus Capital Management, LLC
825 Third Avenue
New York, New York 10022

Ladies and Gentlemen:
Reference is made to the (a) Securities Purchase Agreement, dated as of February
8,  2005  between  eLEC  Communications  Corp.,  a  New  York  corporation  (the
"Company")  in favor of Laurus  Master  Fund,  Ltd.,  a Cayman  Islands  company
("Laurus")  (as  amended,  modified  or  supplemented  from  time to  time,  the
"Securities  Purchase  Agreement");  (b) the  Subsidiary  Guaranty,  dated as of
February 8, 2005 made by  Telecarrier  Services,  Inc.,  a Delaware  corporation
("Telecarrier"),  Vox Communications  Corp., a Delaware corporation ("Vox"), New
Rochelle  Telephone Corp, a New York corporation ("New  Rochelle"),  AVI Holding
Corp,  a  Texas  corporation   ("AVI")   TelcoSoftware.com   Corp.,  a  Delaware
corporation  ("Telco") and Line One, Inc. a New York corporation ("Line One") in
favor of Laurus (as amended,  modified or  supplemented  from time to time,  the
"Subsidiary  Guaranty"),  (c) Master Security  Agreement dated as of February 8,
2005 made by the Company,  Telecarrier,  Vox, New Rochelle, AVI, Telco, and Line
One in favor of Laurus (as amended,  modified or supplemented from time to time,
the "Master  Security  Agreement")  and (d) Stock Pledge  Agreement  dated as of
February 8, 2005 made by the Company,  in favor of Laurus (as amended,  modified
or supplemented from time to time, the "Stock Pledge Agreement") (the Securities
Purchase Agreement,  the Subsidiary Guaranty,  the Master Security Agreement and
the Stock Pledge Agreement,  collectively,  the "Existing  Security and Guaranty
Agreements").

         To induce Laurus to provide additional financial  accommodations to the
Company  evidenced by (i) that certain Secured Term Note, dated the date hereof,
made by the Company in favor of Laurus (as  amended,  modified  or  supplemented
from time to time,  the "New Laurus Term  Note"),  (ii) the  Purchase  Agreement
referred to in the New Laurus Term Note (as  amended,  modified or  supplemented
from time to time,  the "New  Laurus  Purchase  Agreement"),  (iii) the  Related
Agreements  referred to in, and defined in, the New Laurus  Purchase  Agreement;
(iv) that  certain  Amended  and  Restated  Secured  Term Note with a  scheduled
maturity  date of February 8, 2008 (as amended,  modified or  supplemented  from
time to time,  the  "February  Note");  (v) that  certain  Amended and  Restated
Secured  Term Note with a  scheduled  maturity  date of  November  30,  2008 (as
amended,  modified or supplemented  from time to time, the "November Note") (the
agreements  set forth in the  preceding  clauses  (i)  through  (v),  inclusive,
collectively,  the "New Laurus Agreements"),  each of the Company,  Telecarrier,
Vox, New Rochelle, AVI, Telco, and Line One hereby:

<PAGE>

         (a) represents and warrants to Laurus that it has reviewed and approved
the terms and provisions of each of the New Laurus Agreements and the documents,
instruments and agreements entered into in connection therewith;

         (b) acknowledges,  ratifies and confirms that all indebtedness incurred
by,  and  all  other  obligations  and  liabilities  of,  each  of the  Company,
Telecarrier,  Vox, New Rochelle,  AVI, Telco, and Line One under each of the New
Laurus Agreements are (i) "Obligations"  under, and as defined in the Subsidiary
Guaranty,  (ii)  "Obligations"  under,  and as defined  in, the Master  Security
Agreement and (iii)  "Indebtedness"  under,  and as defined in, the Stock Pledge
Agreement;

         (c)  acknowledges,  ratifies and  confirms  that each of the New Laurus
Agreements  are  "Documents"  under,  and as defined in, each of the  Subsidiary
Guaranty, the Master Security Agreement and the Stock Pledge Agreement;

         (d)  acknowledges,  ratifies  and  confirms  that  all  of  the  terms,
conditions, representations and covenants contained in the Existing Security and
Guaranty  Agreements are in full force and effect and shall remain in full force
and effect after giving effect to the execution and effectiveness of each of the
New Laurus Agreements  (provided that the representations and warranties made by
the Company in the existing Security and Guarantee  Agreements shall be true and
correct only as of the date of such agreements);

         (e) represents and warrants that no offsets,  counterclaims or defenses
exist as of the date hereof with respect to any of the undersigned's obligations
under any Existing Security and Guaranty Agreements; and

         (f)  acknowledges,  ratifies  and  confirms  the  grant  by each of the
Company, Telecarrier, Vox, New Rochelle, AVI, Telco, and Line One to Laurus of a
security  interest in the assets of (including  the equity  interests  owned by)
each of the Company,  Telecarrier, Vox, New Rochelle, AVI, Telco, and Line One ,
respectively,  as more  specifically  set  forth in the  Existing  Security  and
Guaranty Agreements.

         (g)  This  letter  agreement  shall be  governed  by and  construed  in
accordance  with  the  laws of the  State  of New  York  without  regard  to the
conflicts of law provisions thereof.

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<PAGE>


         In Witness Whereof,  the undersigned  have executed this  Reaffirmation
and Ratification Agreement this 31st day of May, 2006.

                                   eLEC COMMUNICATIONS CORP.



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

                                   Address:  75 South Broadway, Suite 302,
                                   White Plains, NY 10602
                                   Facsimile: 914-682-0820



                                   NEW ROCHELLE TELEPHONE CORP.


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

                                   Address: 75 South Broadway, Suite 302,
                                   White Plains, NY 10602
                                   Facsimile: 914-682-0820



                                   TELECARRIER SERVICES, INC.


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

                                   Address: 75 South Broadway, Suite 302,
                                   White Plains, NY 10602
                                   Facsimile: 914-682-0820


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<PAGE>


                                   VOX COMMUNICATIONS CORP.

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

                                   Address:  75 South Broadway, Suite 302,
                                   White Plains, NY 10602
                                   Facsimile: 914-682-0820



                                   AVI HOLDING CORP.

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

                                   Address: 75 South Broadway, Suite 302,
                                   White Plains, NY 10602
                                   Facsimile: 914-682-0820



                                   TELCOSOFTWARE.COM CORP.

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

                                   Address: 75 South Broadway, Suite 302,
                                   White Plains, NY 10602
                                   Facsimile: 914-682-0820



                                   LINE ONE, INC.

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

                                   Address: 75 South Broadway, Suite 302,
                                   White Plains, NY 10602
                                   Facsimile:  914-682-0820



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<PAGE>


Acknowledged and Agreed to by:


LAURUS MASTER FUND, LTD.


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


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