Exhibit 10.5

      THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
      WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
      AMENDED,  OR ANY STATE  SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK
      ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE,
      PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
      STATEMENT  AS TO THIS  WARRANT  UNDER  SAID ACT AND ANY  APPLICABLE  STATE
      SECURITIES LAWS OR AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO eLEC
      COMMUNICATIONS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

           Right to Purchase up to 1,683,928 Shares of Common Stock of
                            eLEC Communications Corp.
                            -------------------------
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                             Issue Date:  November 30, 2005

      eLEC COMMUNICATIONS  CORP., a corporation  organized under the laws of the
State of New York ("ELEC"),  hereby  certifies that, for value received,  LAURUS
MASTER FUND, LTD., or assigns (the "Holder"), is entitled,  subject to the terms
set forth below, to purchase from the Company (as defined herein) from and after
the Issue Date of this  Warrant and at any time or from time to time before 5:00
p.m.,  New York time,  through  the close of  business  November  30,  2020 (the
"Expiration  Date"),  up to  1,683,928  fully paid and  nonassessable  shares of
Common Stock (as  hereinafter  defined),  at the  applicable  Exercise Price (as
defined  below) per share.  The number and  character  of such  shares of Common
Stock and the  applicable  Exercise Price per share are subject to adjustment as
provided herein.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

            (a) The term "Company" shall include ELEC and any corporation  which
      shall succeed, or assume the obligations of, ELEC hereunder.

            (b) The term "Common Stock" includes (i) the Company's Common Stock,
      par value $0.10 per share; and (ii) any other securities into which or for
      which any of the securities  described in the preceding  clause (i) may be
      converted   or   exchanged   pursuant  to  a  plan  of   recapitalization,
      reorganization, merger, sale of assets or otherwise.

            (c) The term  "Other  Securities"  refers to any stock  (other  than
      Common  Stock) and other  securities  of the  Company or any other  person
      (corporate  or  otherwise)  which the  Holder of this  Warrant at any time
      shall be entitled to receive,  or shall have received,  on the exercise of
      the Warrant,  in lieu of or in addition to Common  Stock,  or

<PAGE>

      which at any time shall be  issuable or shall have been issued in exchange
      for or in  replacement  of Common  Stock or Other  Securities  pursuant to
      Section 4 or otherwise.

            (d) The "Exercise  Price"  applicable  under this Warrant shall be a
      price of $0.10 per share acquired hereunder.

1. Exercise of Warrant.

      1.1   Number of Shares  Issuable  upon  Exercise.  From and after the date
            hereof through and including the  Expiration  Date, the Holder shall
            be entitled to receive, upon exercise of this Warrant in whole or in
            part,  by delivery of an original or fax copy of an exercise  notice
            in the form attached hereto as Exhibit A (the "Exercise Notice"), up
            to  1,683,928  shares of Common  Stock of the  Company,  subject  to
            adjustment pursuant to Section 4.

      1.2   Fair Market Value. For purposes hereof, the "Fair Market Value" of a
            share of Common  Stock as of a particular  date (the  "Determination
            Date") shall mean:

            (a) If the  Company's  Common Stock is traded on the American  Stock
      Exchange  or another  national  exchange  or is quoted on the  National or
      SmallCap  Market of The Nasdaq Stock  Market,  Inc.  ("Nasdaq"),  then the
      closing or last sale price,  respectively,  reported for the last business
      day immediately preceding the Determination Date.

            (b) If the  Company's  Common  Stock is not  traded on the  American
      Stock Exchange or another national exchange or on the Nasdaq but is traded
      on the NASD OTC  Bulletin  Board,  then  the  mean of the  average  of the
      closing  bid  and  asked  prices   reported  for  the  last  business  day
      immediately preceding the Determination Date.

            (c) Except as provided in clause (d) below, if the Company's  Common
      Stock is not publicly traded,  then as the Holder and the Company agree or
      in the absence of agreement by  arbitration  in accordance  with the rules
      then in effect of the American  Arbitration  Association,  before a single
      arbitrator to be chosen from a panel of persons qualified by education and
      training to pass on the matter to be decided.

            (d)  If  the  Determination  Date  is  the  date  of a  liquidation,
      dissolution  or  winding  up,  or any event  deemed  to be a  liquidation,
      dissolution  or winding up pursuant  to the  Company's  charter,  then all
      amounts to be payable per share to holders of the Common Stock pursuant to
      the charter in the event of such  liquidation,  dissolution or winding up,
      plus all other  amounts to be  payable  per share in respect of the Common
      Stock in liquidation under the charter,  assuming for the purposes of this
      clause  (d) that all of the  shares of Common  Stock  then  issuable  upon
      exercise of the Warrant are outstanding at the Determination Date.

      1.3   Company  Acknowledgment.  The  Company  will,  at  the  time  of the
            exercise  of this  Warrant,  upon the  request of the Holder  hereof
            acknowledge in writing its  continuing  obligation to afford to such
            Holder any rights to which such holder shall continue to be entitled
            after  such  exercise  in  accordance  with the  provisions


                                       2
<PAGE>

            of this Warrant.  If the Holder shall fail to make any such request,
            such  failure  shall not affect  the  continuing  obligation  of the
            Company to afford to such Holder any such rights.

      1.4   Trustee  for  Warrant  Holders.  In the  event  that a bank or trust
            company shall have been  appointed as trustee for the Holder of this
            Warrant pursuant to Subsection 3.2, such bank or trust company shall
            have all the powers and  duties of a warrant  agent (as  hereinafter
            described) and shall accept,  in its own name for the account of the
            Company or such  successor  person as may be entitled  thereto,  all
            amounts otherwise  payable to the Company or such successor,  as the
            case may be, on exercise of this Warrant pursuant to this Section 1.

2. Procedure for Exercise.

      2.1 Delivery of Stock Certificates,  Etc., on Exercise. The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder as the record  owner of such  shares as of the
close of business on the date on which this Warrant shall have been  surrendered
and payment made for such shares in accordance herewith.  As soon as practicable
after the exercise of this  Warrant in full or in part,  and in any event within
three (3) business days  thereafter,  the Company at its expense  (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and  delivered to the Holder,  or as such Holder (upon payment by such Holder
of any  applicable  transfer  taxes) may direct in  compliance  with  applicable
securities  laws,  a  certificate  or  certificates  for the  number of duly and
validly issued,  fully paid and  nonassessable  shares of Common Stock (or Other
Securities)  to which such Holder shall be entitled on such  exercise,  plus, in
lieu of any fractional  share to which such Holder would  otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one full
share, together with any other stock or other securities and property (including
cash,  where  applicable)  to which such Holder is entitled  upon such  exercise
pursuant to Section 1 or otherwise.

      2.2 Exercise. Payment may be made in cash or by certified or official bank
check  payable to the order of the  Company  equal to the  applicable  aggregate
Exercise Price for the number of Common Shares specified in such Exercise Notice
(as such  exercise  number  shall be adjusted to reflect any  adjustment  in the
total number of shares of Common  Stock  issuable to the Holder per the terms of
this  Warrant).  Upon receipt by the Company of any  Exercise  Notice and proper
payment of the aggregate  Exercise Price, the Holder shall thereupon be entitled
to  receive  the  number of duly  authorized,  validly  issued,  fully-paid  and
non-assessable  shares of  Common  Stock (or  Other  Securities)  determined  as
provided herein.

3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

      3.1   Reorganization,  Consolidation,  Merger, Etc. In case at any time or
            from time to time,  the Company  shall (a) effect a  reorganization,
            (b) consolidate with or merge into any other person, or (c) transfer
            all or  substantially  all of its  properties or assets to any other
            person under any plan or arrangement  contemplating  the dissolution
            of the  Company,  then,  in each such case,  as a  condition  to the
            consummation  of such a transaction,  proper and adequate  provision
            shall be made


                                       3
<PAGE>

            by the Company  whereby the Holder of this Warrant,  on the exercise
            hereof as provided  in Section 1 at any time after the  consummation
            of such  reorganization,  consolidation  or merger or the  effective
            date of such dissolution, as the case may be, shall receive, in lieu
            of the Common Stock (or Other Securities)  issuable on such exercise
            prior to such  consummation  or such  effective  date, the stock and
            other securities and property  (including cash) to which such Holder
            would have been  entitled  upon such  consummation  or in connection
            with such  dissolution,  as the case may be, if such  Holder  had so
            exercised this Warrant,  immediately  prior thereto,  all subject to
            further adjustment thereafter as provided in Section 4.

      3.2   Dissolution.  In  the  event  of  any  dissolution  of  the  Company
            following the transfer of all or substantially all of its properties
            or assets, the Company,  concurrently with any distributions made to
            holders of its Common Stock,  shall at its expense  deliver or cause
            to be  delivered  to the Holder the stock and other  securities  and
            property (including cash, where applicable) receivable by the Holder
            of this Warrant  pursuant to Section 3.1, or, if the Holder shall so
            instruct the Company,  to a bank or trust  company  specified by the
            Holder and having its  principal  office in New York,  NY as trustee
            for the Holder of this Warrant (the "Trustee").

      3.3   Continuation  of  Terms.  Upon  any  reorganization,  consolidation,
            merger or transfer  (and any  dissolution  following  any  transfer)
            referred to in this Section 3, this Warrant  shall  continue in full
            force and effect and the terms  hereof  shall be  applicable  to the
            shares of stock and other securities and property  receivable on the
            exercise   of  this   Warrant   after  the   consummation   of  such
            reorganization,  consolidation  or merger or the  effective  date of
            dissolution  following  any such  transfer,  as the case may be, and
            shall  be  binding  upon  the  issuer  of any  such  stock  or other
            securities,  including, in the case of any such transfer, the person
            acquiring all or  substantially  all of the  properties or assets of
            the Company, whether or not such person shall have expressly assumed
            the terms of this  Warrant  as  provided  in Section 4. In the event
            this  Warrant  does not  continue in full force and effect after the
            consummation of the  transactions  described in this Section 3, then
            the  Company's   securities  and  property  (including  cash,  where
            applicable)  receivable  by the  Holders  of  the  Warrant  will  be
            delivered to Holder or the Trustee as contemplated by Section 3.2.

4.  Extraordinary  Events  Regarding Common Stock. In the event that the Company
      shall (a) issue  additional  shares of the Common  Stock as a dividend  or
      other   distribution  on  outstanding  Common  Stock,  (b)  subdivide  its
      outstanding  shares of Common Stock, or (c) combine its outstanding shares
      of the Common Stock into a smaller  number of shares of the Common  Stock,
      then, in each such event,  the Exercise Price shall,  simultaneously  with
      the happening of such event,  be adjusted by multiplying the then Exercise
      Price by a fraction,  the numerator of which shall be the number of shares
      of  Common  Stock  outstanding  immediately  prior to such  event  and the
      denominator  of which  shall be the  number  of  shares  of  Common  Stock
      outstanding  immediately  after such  event,  and the  product so obtained
      shall thereafter be the Exercise Price then in effect. The Exercise Price,
      as so adjusted,  shall be readjusted in the same manner upon the happening
      of any


                                       4
<PAGE>

      successive  event or events described herein in this Section 4. The number
      of  shares  of  Common  Stock  that  the  Holder  of  this  Warrant  shall
      thereafter,  on the exercise  hereof as provided in Section 1, be entitled
      to receive  shall be adjusted to a number  determined by  multiplying  the
      number of  shares  of  Common  Stock  that  would  otherwise  (but for the
      provisions  of this Section 4) be issuable on such  exercise by a fraction
      of which (a) the numerator is the Exercise Price that would otherwise (but
      for  the  provisions  of  this  Section  4)  be in  effect,  and  (b)  the
      denominator is the Exercise Price in effect on the date of such exercise.

5. Certificate as to Adjustments. In each case of any adjustment or readjustment
      in the  shares of  Common  Stock (or  Other  Securities)  issuable  on the
      exercise of this Warrant,  the Company at its expense will promptly  cause
      its Chief Financial Officer or other appropriate  designee to compute such
      adjustment or  readjustment  in accordance  with the terms of this Warrant
      and prepare a certificate  setting forth such  adjustment or  readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is based,  including  a  statement  of (a) the  consideration  received or
      receivable  by the Company for any  additional  shares of Common Stock (or
      Other  Securities)  issued or sold or deemed to have been  issued or sold,
      (b) the number of shares of Common Stock (or Other Securities) outstanding
      or deemed to be outstanding,  and (c) the Exercise Price and the number of
      shares of Common Stock to be received upon  exercise of this  Warrant,  in
      effect  immediately  prior  to  such  adjustment  or  readjustment  and as
      adjusted  or  readjusted  as provided in this  Warrant.  The Company  will
      forthwith  mail a copy of each  such  certificate  to the  Holder  of this
      Warrant  and any  Warrant  agent of the  Company  (appointed  pursuant  to
      Section 11 hereof).

6. Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company will
      at all times reserve and keep available,  solely for issuance and delivery
      on the  exercise  of this  Warrant,  shares  of  Common  Stock  (or  Other
      Securities) from time to time issuable on the exercise of this Warrant.

7. Company  Redemption  Option.  Upon  ten (10)  business  days prior  notice to
      Holder, the Company shall have the right to redeem any unexercised portion
      of the  Warrant  in cash  for a price  of  $0.10  per  warrant  if (i) the
      Company's  obligations to the Holder under the Note have been  irrevocably
      repaid in full;  (ii) the closing price of the Company's  Common Stock has
      closed above three hundred percent (300%) of the then applicable  Exercise
      Price for twenty (20)  consecutive  trading days and (iii) the Company has
      filed a registration  statement on Form SB-2 with the Securities  Exchange
      Commission  covering the shares of the Company's Common Stock to be issued
      upon the full exercise of this Warrant,  and such  registration  statement
      has been declared and remains effective on the date of such notice.

8. Assignment;  Exchange  of Warrant.  Subject  to  compliance  with  applicable
      securities  laws, this Warrant,  and the rights evidenced  hereby,  may be
      transferred by any registered  holder hereof (a  "Transferor") in whole or
      in  part.  On the  surrender  for  exchange  of  this  Warrant,  with  the
      Transferor's  endorsement  in the form of Exhibit B attached  hereto  (the
      "Transferor  Endorsement  Form") and  together  with  evidence  reasonably
      satisfactory  to the  Company  demonstrating  compliance  with  applicable
      securities laws, which shall


                                       5
<PAGE>

      include,  without limitation,  if requested in writing by the Company, the
      provision  of a  legal  opinion  from  the  Transferor's  counsel  (at the
      Company's  expense)  that such  transfer is exempt  from the  registration
      requirements  of  applicable  securities  laws,  and with  payment  by the
      Transferor of any applicable  transfer taxes) will issue and deliver to or
      on the order of the Transferor thereof a new Warrant of like tenor, in the
      name  of  the  Transferor  and/or  the  transferee(s)  specified  in  such
      Transferor  Endorsement  Form  (each  a  "Transferee"),   calling  in  the
      aggregate on the face or faces  thereof for the number of shares of Common
      Stock called for on the face or faces of the Warrant so surrendered by the
      Transferor.

9. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
      Company of the loss, theft, destruction or mutilation of this Warrant and,
      in the case of any such loss,  theft or  destruction  of this Warrant,  on
      delivery of an indemnity agreement or security reasonably  satisfactory in
      form and amount to the Company or, in the case of any such mutilation,  on
      surrender and  cancellation  of this  Warrant,  the Company at its expense
      will execute and deliver, in lieu thereof, a new Warrant of like tenor.

10. Registration  Rights.  The Holder of  this Warrant has been granted  certain
      registration  rights by the  Company.  These  registration  rights are set
      forth in a Registration  Rights Agreement  entered into by the Company and
      Holder dated as of even date of this Warrant.

11. Maximum Exercise.  The Holder shall not be entitled to exercise this Warrant
      on an exercise  date, in  connection  with that number of shares of Common
      Stock  which  would be in excess of the sum of (i) the number of shares of
      Common Stock  beneficially  owned by the Holder and its affiliates on such
      exercise date, and (ii) the number of shares of Common Stock issuable upon
      the exercise of this Warrant  with respect to which the  determination  of
      this proviso is being made on such  exercise  date,  which would result in
      beneficial  ownership by the Holder and its  affiliates of more than 4.99%
      of the outstanding shares of Common Stock of the Company on such date. For
      the  purposes  of the  proviso  to  the  immediately  preceding  sentence,
      beneficial  ownership shall be determined in accordance with Section 13(d)
      of the Securities  Exchange Act of 1934, as amended,  and Regulation 13d-3
      thereunder.   The   limitation   described   in  this   Section  10  shall
      automatically  become null and void  following  notice to the Company upon
      the occurrence and during the continuance of an Event of Default under the
      Note made by the Company to the Holder  dated the date hereof (as amended,
      modified or  supplemented  from time to time,  the  "Note"),  upon 75 days
      prior notice to the Company,  or upon receipt by the Holder of a Notice of
      Redemption (as defined in the Note).  Notwithstanding  anything  contained
      herein to the contrary,  the provisions of this Section 10 are irrevocable
      and may not be waived by the Holder or the Company.

12. Warrant  Agent.  The Company  may, by  written  notice to the Holder of this
      Warrant,  appoint an agent for the  purpose of  issuing  Common  Stock (or
      Other  Securities) on the exercise of this Warrant  pursuant to Section 1,
      exchanging this Warrant  pursuant to Section 7, and replacing this Warrant
      pursuant to Section 8, or any of the  foregoing,  and  thereafter any such
      issuance,  exchange or  replacement,  as the case may be, shall be made at
      such office by such agent.


                                       6
<PAGE>

13. Transfer on the Company's  Books.  Until  this Warrant is transferred on the
      books of the Company,  the Company may treat the registered  Holder hereof
      as the absolute owner hereof for all purposes,  notwithstanding any notice
      to the contrary.

14. Notices,  Etc. All notices and other  communications from the Company to the
      Holder  of this  Warrant  shall be  mailed by first  class  registered  or
      certified  mail,  postage  prepaid,  at  such  address  as may  have  been
      furnished  to the  Company in writing  by such  Holder or,  until any such
      Holder  furnishes  to the Company an address,  then to, and at the address
      of, the last Holder of this Warrant who has so furnished an address to the
      Company.

15. Miscellaneous.  This  Warrant and  any term  hereof may be changed,  waived,
      discharged  or terminated  only by an instrument in writing  signed by the
      party  against  which  enforcement  of such change,  waiver,  discharge or
      termination is sought.  This Warrant shall be governed by and construed in
      accordance with the laws of State of New York without regard to principles
      of conflicts  of laws.  Any action  brought  concerning  the  transactions
      contemplated  by this Warrant shall be brought only in the state courts of
      New York or in the  federal  courts  located  in the  state  of New  York;
      provided,  however, that the Holder may choose to waive this provision and
      bring an action outside the State of New York. The  individuals  executing
      this Warrant on behalf of the Company agree to submit to the  jurisdiction
      of such  courts and waive  trial by jury.  The  prevailing  party shall be
      entitled to recover from the other party its  reasonable  attorney's  fees
      and costs.  In the event that any  provision of this Warrant 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  Warrant.  The headings in this Warrant are for purposes
      of  reference  only,  and shall not limit or  otherwise  affect any of the
      terms hereof. The invalidity or  unenforceability  of any provision hereof
      shall  in no way  affect  the  validity  or  enforceability  of any  other
      provision hereof. The Company acknowledges that legal counsel participated
      in the  preparation of this Warrant 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 Warrant
      to favor any party against the other party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]


                                       7
<PAGE>

      IN WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first written above.

                                   eLEC COMMUNICATIONS CORP.

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


                                       8
<PAGE>
                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

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

      Attention: Chief Financial Officer

      The  undersigned,  pursuant to the  provisions  set forth in the  attached
Warrant (No.____),  hereby irrevocably elects to purchase ________ shares of the
Common Stock covered by such Warrant.

      The undersigned herewith makes payment of the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________, in lawful money of the United States.

      The undersigned  requests that the  certificates for such shares be issued
in the name of, and  delivered to  ___________________________  whose address is
___________________________________________________________________________.

      The  undersigned  represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  or pursuant to an  exemption  from
registration under the Securities Act.

Dated:
      ----------------------------       ---------------------------------------
                                         (Signature  must  conform  to  name  of
                                         holder as  specified on the face of the
                                         Warrant)

                                         Address:
                                                 -------------------------------

                                                 -------------------------------


                                      A-1

<PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

      For value received,  the undersigned hereby sells,  assigns, and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the within  Warrant to  purchase  the  percentage  and number of
shares  of Common  Stock of eLEC  Communications  Corp.  into  which the  within
Warrant  relates  specified  under the  headings  "Percentage  Transferred"  and
"Number Transferred,"  respectively,  opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of eLEC Communications Corp. with full power of substitution in the premises.

                                              Percentage            Number
Transferees             Address               Transferred        Transferred
-----------             -------               -----------        -----------

--------------------    ------------------   ---------------   ----------------

--------------------    ------------------   ---------------   ----------------

--------------------    ------------------   ---------------   ----------------

--------------------    ------------------   ---------------   ----------------

Dated:
      --------------------------        ---------------------------------------
                                         (Signature  must  conform  to  name  of
                                         holder as  specified on the face of the
                                         Warrant)

                                         Address:
                                                 -------------------------------

                                                 -------------------------------

                                         SIGNED IN THE PRESENCE OF:


                                         ---------------------------------------
                                                         (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]

--------------------------------
            (Name)


                                       B-1