eLEC COMMUNICATIONS CORP. AUDIT COMMITTEE CHARTER


                                     PURPOSE

               There shall be an Audit Committee (the  "Committee") of the Board
of Directors (the "Board") of eLEC Communications  Corp., a New York corporation
(the "Company"). The primary function of the Committee is to assist the Board of
Directors in fulfilling its oversight  responsibilities,  primarily through:  1)
overseeing management's conduct of the Company's financial reporting process and
systems of  internal  accounting  and  financial  controls;  2)  monitoring  the
independence and performance of the Company's outside auditors; and 3) providing
an avenue of communication among the outside auditors, management and the Board.

                            COMPOSITION AND MEETINGS

               The Committee shall have at least three (3) members at all times,
each of whom  must be  independent  of  management  and the  Company;  provided,
however, the Committee may include one non-independent  director until such time
as three  qualified  independent  directors  serve as  members  of the  Board of
Directors.  Members of the Committee  shall be considered  independent if: 1) in
the  sole  discretion  of  the  Board,  it  is  determined  that  they  have  no
relationship that may interfere with the exercise of their independent judgment;
and 2) they meet the NASDAQ  rules  regarding  independence  of audit  committee
members.  Members of the  Committee  shall be  appointed  by the Board and shall
serve  until the  earlier to occur of the date on which he or she  shall:  1) be
replaced  by the Board;  2) resign  from the  Committee;  or 3) resign  from the
Board. All members of the Committee shall have a basic  understanding of finance
and  accounting  and be  able  to  read  and  understand  fundamental  financial
statements  or be  able to do so  within  a  reasonable  period  of  time  after
appointment  to the  Committee,  and at least one member of the Committee  shall
have accounting or related financial management expertise.

               The Committee shall meet as frequently as circumstances  dictate,
but no less than four times annually.  The Board shall name a chairperson of the
Committee,  who shall  prepare  and/or  approve  an agenda  in  advance  of each
meeting. A majority of the members of the Committee shall constitute a quorum.

                           RESPONSIBILITIES AND DUTIES

               The Committee's principal responsibility is one of oversight. The
Company's  management is  responsible  for  preparing  the  Company's  financial
statements  and  the  outside  auditors  are  responsible  for  auditing  and/or
reviewing   those  financial   statements.   In  carrying  out  these  oversight
responsibilities, the Committee is not providing any expert or special assurance
as to the Company's financial statements or any professional certification as to
the outside  auditors' work. The Committee's  specific  responsibilities  are as
follows:



                                     GENERAL

               1. The  Committee  shall have the power to  conduct or  authorize
investigations    into   any   matters   within   the   Committee's   scope   of
responsibilities.  The  Committee  shall  be  empowered  to  retain  independent
counsel,   accountants,   or  others  to  assist  it  in  the   conduct  of  any
investigation.  The  Committee  shall  have  unrestricted  access to  members of
management and all information relevant to its responsibilities.

               2. The Committee  shall meet at least four (4) times per year, or
more frequently as circumstances may require.

               3. The  Committee  shall report  through its  chairperson  to the
Board following the meetings of the Committee.

               4. The  Committee  shall  review this  charter and the powers and
responsibilities  of the  Committee  at  least  annually  and  report  and  make
recommendations to the Board with respect to these powers and responsibilities.

               5. The  Committee  shall  maintain  minutes  or other  records of
meetings and activities of the Committee.

               6. The  Committee  shall  prepare  annual  Committee  reports for
inclusion in the proxy statements for the Company's annual meetings, as required
by rules promulgated by the Securities and Exchange Commission (the "SEC").

               7. The Committee  shall,  in addition to the  performance  of the
duties described  herein,  undertake such additional  duties as may from time to
time be delegated to it by the Board.

                      INTERNAL CONTROLS AND RISK ASSESSMENT

               1. The Committee  shall  consider and review with  management and
the  outside  auditors  the  effectiveness  of or  weaknesses  in the  Company's
internal  controls,  including  computerized  information  system  controls  and
security, the overall control environment and accounting and financial controls.

               2. The  Committee  shall obtain from the outside  auditors  their
recommendations  regarding  internal  controls and other matters relating to the
accounting  procedures  and  the  books  and  records  of the  Company  and  its
subsidiaries and reviewing the correction of controls deemed to be deficient.

                                 OUTSIDE AUDITOR

               1. The outside  auditors are ultimately  accountable to the Board
and the Committee, as the representatives of the stockholders. The Board and the
Committee  shall  have the  ultimate  authority  and  responsibility  to select,
evaluate and, where appropriate, replace the outside auditor (or to nominate the
outside auditor to be proposed for shareholder approval in any proxy statement).
In this regard,  the Committee  shall recommend to the Board the outside auditor
to be nominated.

               2.  The  Committee   shall  confer  with  the  outside   auditors
concerning  the scope of their  examinations  of the books  and  records  of the
Company and its  subsidiaries;  review and approve the  Company's  annual  audit
plans;  direct the special attention of the outside auditors to specific matters
or areas  deemed by the  Committee  or the  outside  auditors  to be of  special
significance;  and authorize the outside  auditors to perform such  supplemental
reviews or audits as the Committee may deem desirable.

               3. The  Committee  shall  receive  from the outside  auditor on a
periodic basis a formal written statement  delineating all relationships between
the outside auditor and the Company,  consistent with applicable standards.  The
statement  shall include a description  of all services  provided by the auditor
and the related fees.  The  Committee  shall review costs of all audit and other
services performed by the outside auditors.

               4. The Committee  shall take,  or recommend  that the Board take,
appropriate action to monitor the independent status of the outside auditors.

                               FINANCIAL REPORTING

               1. The  Committee  shall  review  and  discuss  with the  outside
auditors and management the Company's  audited annual financial  statements that
are to be included in the  Company's  Annual Report on Form 10-K and the outside
auditors' opinion with respect to such financial statements, including reviewing
the nature and extent of any significant changes in accounting principles or the
application  thereof;  and determine  whether to recommend to the Board that the
financial  statements be included in the Company's Form 10-K for filing with the
SEC.

               2. The  Committee  shall  review  and  discuss  with the  outside
auditors  and  management,  and  require the  outside  auditors  to review,  the
Company's interim financial statements to be included in the Company's Quarterly
Reports on Form 10-Q prior to the filing thereof with the SEC.

               3. The  Committee  shall  review  the  existence  of  significant
estimates and  judgements  underlying  the financial  statements,  including the
rationale behind those estimates as well as the details on material accruals and
reserves and the Company's accounting principles.

               4. The  Committee  shall  review and  consider  other  matters in
relation  to the  financial  affairs of the  Company  and its  accounts,  and in
relation to the internal and external audit of the Company as the Committee may,
in its discretion, determine to be advisable.

                 COMPLIANCE WITH LAWS, REGULATIONS AND POLICIES

               1. The Committee  shall review with  management  actions taken to
ensure  compliance  with any code or standards of conduct for the Company  which
may be established by the Board.

               2. The  Committee  shall  review with the  Company's  counsel and
others any legal,  tax or regulatory  matters that may have a material impact on
the  Company's  operations  and  the  financial   statements,   related  Company
compliance  programs  and  policies,  and  programs  and reports  received  from
regulators, and shall monitor the results of the Company's compliance efforts.

               3. The Committee shall periodically  review the rules promulgated
by  the  SEC   and   NASDAQ   relating   to  the   qualifications,   activities,
responsibilities  and duties of audit  committees  and shall take,  or recommend
that the Board take, appropriate action to comply with such rules.