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


                                                        May 31, 2006


eLEC Communications Corp.
75 South Broadway Suite 302
White Plains, New York 10601
Attn: Paul Riss


         Re:      Restricted Account: Account Number 2704057914,
         Account Name: eLEC Communications Corp - Restricted Account, maintained
         -----------------------------------------------------------------------
         at North Fork Bank (the "Restricted Account").
         ----------------------------------------------


         Reference is made to (i) that certain  Securities  Purchase  Agreement,
dated as of May 31,  2006 (as  amended,  modified or  supplemented  from time to
time, the "Purchase Agreement"), by and between eLEC Communications Corporation,
a New York  corporation  (the  "Company"),  and Laurus  Master Fund,  Ltd.  (the
"Purchaser") and (ii) that certain Restricted Account Agreement, dated as of May
31,  2006  (as  amended,  modified  or  supplemented  from  time  to  time,  the
"Restricted Account Agreement"), by and among the Company, Laurus and North Fork
Bank (the "Bank").  Capitalized terms used but not defined herein shall have the
meanings  ascribed  them in the  Purchase  Agreement or the  Restricted  Account
Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase Agreement,
the Company is required to place  $1,050,000  in the  Restricted  Account,  and,
subject to the provisions of this letter, the Purchase Agreement and any Related
Agreement,  maintain  such amount in the  Restricted  Account for as long as the
Purchaser  shall have any obligations  outstanding  under the Note and to assign
the  Restricted  Account for the benefit of the  Purchaser  as security  for the
performance of the Company's obligations to the Purchaser.

                  The  Purchaser  and the  Company  desire  to  clarify  certain
aspects  regarding the use of funds  contained in the  Restricted  Account.  The
Company   and/or  a   Subsidiary   of  the  Company   intends  to  acquire  (the
"Acquisition")  equity  interests of Liberty Bell  Telecom,  LLC (the  "Acquired
Entity").  In  connection  with the  Acquisition,  for good  consideration,  the
receipt  and  sufficiency  of which is here  acknowledged,  the  Company and the
Purchaser  agree  that,  so long as (i) no Event of Default  (as  defined in the
Notes) then exists or results  from any such  release,  and (ii) the Company has
provided the Purchaser with (a)  calculations  satisfactory  evidencing the cash
component of the purchase  price of no more than  $1,050,000  and (b)  unaudited
financial  statements  of the  Acquired  Entity for the most recent  quarter and
fiscal  year-end,  the  Purchaser  shall direct the Bank,  pursuant to a Release
Notice (as defined in the Restricted  Account  Agreement),  to wire an amount of
funds determined in the Purchaser's sole discretion from the Restricted  Account
to such bank  account as the Company may direct the  Purchaser  in writing.  The
Purchaser  shall not be under

<PAGE>

any obligation to release any amounts pursuant to this paragraph and the release
of such amounts shall be in the Purchaser's sole and absolute discretion.

                  This  letter  may  not  be  amended  or  waived  except  by an
instrument in writing signed by the Company and the  Purchaser.  This letter 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 letter by facsimile  transmission shall be
effective as delivery of a manually executed  counterpart hereof or thereof,  as
the case may be. This letter shall be governed by, and  construed in  accordance
with,  the laws of the State of New York.  This  letter  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.

         If  the  foregoing   meets  with  your  approval  please  signify  your
acceptance of the terms hereof by signing below.

                                              Signed,

                                              Laurus Master Fund, Ltd.


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


Agreed and Accepted this 31st day of May 2006.

ELEC COMMUNICATIONS CORP.

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