Exhibit 10.3

                    REAFFIRMATION AND RATIFICATION AGREEMENT
                    ----------------------------------------

                                                              November 30, 2005
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)  Subsidiary  Guaranty  dated as of February 8, 2005
made by New Rochelle  Telephone Corp., a New York corporation  ("New Rochelle"),
Telecarrier  Services,  Inc.,  a  Delaware  corporation   ("Telecarrier"),   Vox
Communications Corp., a Delaware corporation ("Vox"), 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
Master Fund, Ltd., a Cayman Islands company ("Laurus") (as amended,  modified or
supplemented from time to time, the "Subsidiary Guaranty"),  (b) Master Security
Agreement dated as of February 8, 2005 made by eLEC Communications  Corp., a New
York corporation (the "Company"), New Rochelle, Telecarrier, Vox, AVI, Telco and
Line One in favor of Laurus (as amended,  modified or supplemented  from time to
time, the "Master  Security  Agreement") and (c) Stock Pledge Agreement dated as
of February 8, 2005 made by the Company,  New Rochelle,  Telecarrier,  Vox, AVI,
Telco and Line One in favor of Laurus (as amended, modified or supplemented from
time to time, the "Stock Pledge 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  Convertible  Term Note,  dated
November 30, 2005, made by the Company in favor of Laurus (as amended,  modified
or  supplemented  from time to time,  the "November  2005 Term Note"),  (ii) the
Purchase  Agreement  referred  to in the  November  2005 Term Note (as  amended,
modified  or  supplemented  from  time to  time,  the  "November  2005  Purchase
Agreement"),  (iii) the Related  Agreements  referred to in, and defined in, the
November  2005 Purchase  Agreement  (the  agreements  set forth in the preceding
clauses  (i)  through  (iii),  inclusive,   collectively,   the  "November  2005
Agreements"),  each of the Company, New Rochelle,  Telecarrier,  Vox, AVI, Telco
and Line One hereby:

      (a)  represents  and  warrants to Laurus that it has reviewed and approved
the  terms  and  provisions  of each of the  November  2005  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, New Rochelle,
Telecarrier,  Vox,  AVI,  Telco and Line One  under  each of the  November  2005
Agreements  are  (i)  "Obligations"  under,  and as  defined  in the  Subsidiary
Guaranty, (ii) "Obligations" under, and as defined in,

<PAGE>

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 November  2005
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
November 2005 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 Agreement; and

      (f) acknowledges,  ratifies and confirms the grant by each of the Company,
New Rochelle,  Telecarrier, Vox, 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, New Rochelle,  Telecarrier, Vox, AVI, Telco and Line One, respectively,
as more specifically set forth in the Existing Security and Guaranty Agreements.

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     This letter agreement shall be governed by and construed in accordance
                    with the laws of the State of New York.

                                       Very truly yours,

                                       ELEC COMMUNICATIONS CORP.


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


                                       NEW ROCHELLE TELEPHONE CORP.


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


                                       TELECARRIER SERVICES, INC.


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


                                       VOX COMMUNICATIONS CORP.


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


                                       AVI HOLDING CORP.


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


                                       TELCOSOFTWARE.COM CORP.


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


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<PAGE>

                                       LINE ONE, INC.


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

Acknowledged and Agreed to by:

LAURUS MASTER FUND, LTD.


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


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