Exhibit 10.6

      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 ___________ 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,
_______________,  or his 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, 2009 (the
"Expiration Date"), up to ________ 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
      $0.61.

      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 _______ 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  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.


                                       2
<PAGE>

            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 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

                                       3
<PAGE>

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 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


                                       4
<PAGE>

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. 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
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.

      8. 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.

      9. 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.


                                       5
<PAGE>

      10. 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.

            11.  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.

            12. 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.]


                                       6
<PAGE>


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

                                   eLEC COMMUNICATIONS CORP.

WITNESS:
                                   By:
                                          -------------------------------------
                                   Name:
                                          -------------------------------------
                                   Title:
-------------------------------           -------------------------------------


                                       7
<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