Exhibit 10.2

      THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE
      NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY
      STATE  SECURITIES  LAWS.  THIS NOTE AND THE COMMON  SHARES  ISSUABLE  UPON
      CONVERSION  OF THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,  PLEDGED  OR
      HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO
      THIS NOTE 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.

                          SECURED CONVERTIBLE TERM NOTE
                          -----------------------------

      FOR VALUE RECEIVED, eLEC COMMUNICATIONS CORP., a New York corporation (the
"Borrower"),  hereby  promises  to pay to  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,  Fax: 345-949-8080 (the "Holder") or
its  registered  assigns or  successors  in interest,  on order,  the sum of Two
Million  Dollars  ($2,000,000),  together  with any accrued and unpaid  interest
hereon, on November 30, 2008 (the "Maturity Date") if not sooner paid.

      This  Secured  Convertible  Term Note (the  "Note")  is  intended  to be a
registered   obligation  within  the  meaning  of  Treasury  Regulation  Section
1.871-14(c)(1)(i)  and the Borrower (or its agent) shall register this Note (and
thereafter shall maintain such registration) as to both principal and any stated
interest. Notwithstanding any document, instrument or agreement relating to this
Note to the  contrary,  transfer  of this Note (or the right to any  payments of
principal or stated  interest  thereunder) may only be effected by (i) surrender
of this Note and either the  reissuance  by the Borrower of this Note to the new
holder or the issuance by the Borrower of a new instrument to the new holder, or
(ii)  transfer  through a book entry system  maintained  by the Borrower (or its
agent), within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).

      Capitalized  terms used herein without  definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the date hereof  between the Borrower  and the Holder (as  amended,  modified or
supplemented from time to time, the "Purchase Agreement").

The following terms shall apply to this Note:

                                    ARTICLE I
                             INTEREST & AMORTIZATION

      1.1 (a) Interest  Rate.  Subject to Sections  1.1(b),  4.2 and 5.6 hereof,
interest  payable on this Note shall  accrue at a rate per annum (the  "Interest
Rate") equal to the "prime rate"  published in The Wall Street Journal from time
to time, plus two percent (2%). The prime rate shall be

<PAGE>

increased or  decreased as the case may be for each  increase or decrease in the
prime rate in an amount  equal to such  increase  or decrease in the prime rate;
each change to be effective  as of the day of the change in such rate.  Interest
shall be (i)  calculated  on the  basis  of a 360 day  year,  and  (ii)  payable
monthly, in arrears, commencing on January 1, 2006 and on the first business day
of each  consecutive  calendar month  thereafter until the Maturity Date (and on
the Maturity Date),  whether by  acceleration  or otherwise  (each, a "Repayment
Date").

      1.1 (b) Interest Rate Adjustment. The Interest Rate shall be calculated on
the last  business day of each month  hereafter  until the Maturity Date (each a
"Determination Date") and shall be subject to adjustment as set forth herein. If
(i) the Borrower shall have registered the shares of the Borrower's common stock
issuable  upon the  conversion  of this Note and the  exercise  of that  certain
warrant issued to Holder on a registration  statement  declared effective by the
Securities  and Exchange  Commission  (the "SEC"),  and (ii) the average  market
price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on
the Principal  Market (as defined  below) for the five (5)  consecutive  trading
days  immediately  preceding a  Determination  Date exceeds the then  applicable
Fixed Conversion Price (as defined below) by at least twenty five percent (25%),
the Interest  Rate for the  succeeding  calendar  month shall  automatically  be
reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental  twenty five
percent  (25%)  increase in the Market  Price of the Common Stock above the then
applicable Fixed Conversion Price.  Notwithstanding  the foregoing (and anything
to the  contrary  contained in herein),  in no event shall the Interest  Rate be
less than zero percent (0%).

      1.2  Minimum  Monthly  Principal  Payments.  Amortizing  payments  of  the
aggregate  principal  amount  outstanding  under  this  Note  at any  time  (the
"Principal  Amount")  shall  begin on May 1, 2006 and  shall  recur on the first
business day of each succeeding  month thereafter until the Maturity Date (each,
an  "Amortization  Date").  Subject to Article 3 below,  beginning  on the first
Amortization  Date,  the Borrower  shall make monthly  payments to the Holder on
each Repayment Date, each in the amount of $33,333.33, together with any accrued
and unpaid interest to date on such portion of the Principal Amount plus any and
all other amounts which are then owing under this Note,  the Purchase  Agreement
or any  other  Related  Agreement  but  have not been  paid  (collectively,  the
"Monthly Amount"). Any Principal Amount that remains outstanding on the Maturity
Date shall be due and payable on the Maturity Date.

                                   ARTICLE II
                              CONVERSION REPAYMENT

      2.1 (a) Payment of Monthly Amount in Cash or Common Stock.  If the Monthly
Amount  (or a portion  thereof  of such  Monthly  Amount if such  portion of the
Monthly  Amount  would have been  converted  into shares of Common Stock but for
Section 3.2) is required to be paid in cash pursuant to Section 2.1(b), then the
Borrower  shall pay the Holder an amount equal to 102% of the Monthly Amount due
and owing to the Holder on the Repayment Date in cash. If the Monthly Amount (or
a  portion  of such  Monthly  Amount  if not all of the  Monthly  Amount  may be
converted into shares of Common Stock pursuant to Section 3.2) is required to be
paid in shares of


                                       2
<PAGE>

Common Stock pursuant to Section 2.1(b),  the number of such shares to be issued
by the Borrower to the Holder on such Repayment Date (in respect of such portion
of the  Monthly  Amount  converted  into in shares of Common  Stock  pursuant to
Section 2.1(b)),  shall be the number  determined by dividing (x) the portion of
the  Monthly  Amount  converted  into  shares of Common  Stock,  by (y) the then
applicable  Fixed  Conversion  Price.  For purposes  hereof,  the initial "Fixed
Conversion  Price"  means $0.61 [which has been  determined  on the date of this
Note as an amount equal to 140% of the average closing price of the Common Stock
for the three (3) trading days immediately prior to the date of this Note].

      (b) Monthly Amount Conversion Guidelines.  Subject to Sections 2.1(a), 2.2
and 3.2 hereof,  the Holder  shall  convert into shares of Common Stock all or a
portion  of the  Monthly  Amount due on each  Repayment  Date  according  to the
following guidelines (the "Conversion Criteria"):  (i) the average closing price
of the Common Stock as reported by Bloomberg,  L.P. on the Principal  Market for
the five (5) consecutive trading days immediately  preceding such Repayment Date
shall be greater  than or equal to 115% of the Fixed  Conversion  Price and (ii)
the amount of such  conversion  does not exceed twenty five percent (25%) of the
aggregate  dollar trading volume of the Common Stock for the twenty two (22) day
trading  period  immediately  preceding the  applicable  Repayment  Date. If the
Conversion  Criteria are not met, the Holder shall convert only such part of the
Monthly  Amount  that meets the  Conversion  Criteria.  Any part of the  Monthly
Amount due on a Repayment  Date that the Holder is not  required to convert into
shares of Common Stock due to failure to meet the Conversion Criteria,  shall be
paid by the Borrower in cash at the rate of 102% of the Monthly Amount otherwise
due on such  Repayment  Date,  within three (3) business days of the  applicable
Repayment Date.

      2.2 No Effective  Registration.  Notwithstanding  anything to the contrary
herein, no amount  outstanding  hereunder or under the Purchase Agreement or the
other Related  Agreements  may be converted  into Common Stock unless (i) either
(x) an effective current Registration  Statement (as defined in the Registration
Rights  Agreement)  covering  the  shares  of  Common  Stock  to  be  issued  in
satisfaction of such obligations exists or (y) an exemption from registration of
the Common Stock is  available  pursuant to Rule 144 of the  Securities  Act and
(ii) no Event of Default  hereunder exists and is continuing,  unless such Event
of Default is cured within any applicable cure period or is otherwise  waived in
writing by the Holder in whole or in part at the Holder's option.

      2.3 Optional  Redemption  in Cash.  The  Borrower  will have the option of
prepaying this Note in whole or in part ("Optional Redemption") by paying to the
Holder  a sum of  money  (the  "Redemption  Amount")  equal  to (x) if  redeemed
following  the date of this  Note,  one  hundred  five  percent  (105%),  of the
principal  amount of this Note together with accrued but unpaid interest thereon
and any and all other sums due,  accrued or payable to the Holder  arising under
this Note, the Purchase  Agreement or any Related  Agreement  outstanding on the
Redemption  Payment Date (as defined  below).  The Borrower shall deliver to the
Holder a written notice of redemption  (the "Notice of  Redemption")  specifying
the date for such Optional  Redemption (the  "Redemption  Payment Date"),  which
date shall be ten (10)  business days after the date of the Notice of Redemption
(the "Redemption Period"), and the principal amount of this Note to be redeemed.
A


                                       3
<PAGE>

Notice of Redemption  shall not be effective with respect to any portion of this
Note for which the Holder has a pending  election to convert pursuant to Section
3.1, or for conversions  initiated or made by the Holder pursuant to Section 3.1
during the Redemption Period. The relevant Redemption Amount shall be determined
as if such Holder's conversion elections had been completed immediately prior to
the date of the  Notice of  Redemption.  On the  Redemption  Payment  Date,  the
relevant  Redemption  Amount  must be paid in good funds to the  Holder.  In the
event the Borrower fails to pay the relevant Redemption Amount on the Redemption
Payment Date as set forth herein,  then such Redemption  Notice will be null and
void.

                                   ARTICLE III
                                CONVERSION RIGHTS

      3.1. Holder's  Conversion Rights. The Holder shall have the right, but not
the obligation,  to convert all or any portion of the then aggregate outstanding
principal amount of this Note,  together with interest and fees due hereon, into
shares of Common  Stock  subject to the terms and  conditions  set forth in this
Article III. The Holder may exercise such right by delivery to the Borrower of a
written  notice of  conversion  not less than one (1)  business day prior to the
date upon which such  conversion  shall occur.  The shares of Common Stock to be
issued upon such conversion are herein referred to as the "Conversion Shares."

      3.2 Conversion  Limitation.  Notwithstanding  anything contained herein to
the contrary,  the Holder shall not be entitled to convert pursuant to the terms
of this Note an amount that would be convertible  into that number of Conversion
Shares which would exceed the difference between 4.99% of the outstanding shares
of Common  Stock of the  Borrower  and the  number  of  shares  of Common  Stock
beneficially  owned by such Holder or issuable upon exercise of warrants held by
such Holder. For the purposes of the immediately preceding sentence,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and Regulation 13d-3 thereunder.  The Conversion Shares limitation described
in this Section 3.2 shall automatically become null and void following notice to
the  Borrower  upon the  occurrence  and during the  continuance  of an Event of
Default,  upon 75 days  prior  notice to the  Borrower,  or upon  receipt by the
Holder of a Notice of Redemption.  Notwithstanding  anything contained herein to
the contrary,  the provisions of this Section 3.2 are irrevocable and may not be
waived by the Holder or the Borrower.

      3.3  Mechanics  of Holder's  Conversion.  (a) In the event that the Holder
elects to convert any amount  outstanding under this Note into Common Stock, the
Holder  shall  give  notice of such  election  by  delivering  an  executed  and
completed notice of conversion (a "Notice of Conversion") to the Borrower, which
Notice of  Conversion  shall  provide a breakdown  in  reasonable  detail of the
Principal Amount, accrued interest and fees being converted.  On each Conversion
Date (as  hereinafter  defined) and in accordance with its Notice of Conversion,
the Holder shall make the appropriate reduction to the Principal Amount, accrued
interest  and fees as entered in its records and shall  provide  written  notice
thereof to the Borrower within two (2) business days after the


                                       4
<PAGE>

Conversion  Date.  Each date on which a Notice of  Conversion  is  delivered  or
telecopied to the Borrower in  accordance  with the  provisions  hereof shall be
deemed a "Conversion Date". A form of Notice of Conversion to be employed by the
Holder is annexed hereto as Exhibit A.

            (b)  Pursuant to the terms of a Notice of  Conversion,  the Borrower
(i) will use its  best  efforts  to issue  instructions  to the  transfer  agent
accompanied by an opinion of counsel,  if so required by the Borrower's transfer
agent,  within one (1)  business  day of the date of the delivery to Borrower of
the Notice of Conversion and (ii) shall cause the transfer agent to transmit the
certificates  representing the Conversion  Shares to the Holder by crediting the
account of the Holder's  designated broker with the Depository Trust Corporation
("DTC") through its Deposit  Withdrawal Agent Commission  ("DWAC") system within
three  (3)  business  days  after  receipt  by the  Borrower  of the  Notice  of
Conversion (the "Delivery  Date"). In the case of the exercise of the conversion
rights set forth herein the  conversion  privilege  shall be deemed to have been
exercised  and the  Conversion  Shares  issuable upon such  conversion  shall be
deemed to have been  issued  upon the date of  receipt  by the  Borrower  of the
Notice of Conversion. The Holder shall be treated for all purposes as the record
holder of such shares of Common Stock,  unless the Holder  provides the Borrower
written instructions to the contrary.

      3.4  Conversion  Mechanics.  The  number of  shares of Common  Stock to be
issued upon each  conversion  of this Note shall be  determined by dividing that
portion of the principal  and interest and fees to be converted,  if any, by the
then  applicable  Fixed  Conversion  Price.  In the event of any  conversions of
outstanding  principal  amount under this Note in part  pursuant to this Article
III, such conversions  shall be deemed to constitute  conversions of outstanding
principal  amount applying to Monthly Amounts for the remaining  Repayment Dates
in chronological order.

      3.5 Adjustment Provisions.  The Fixed Conversion Price and number and kind
of shares or other securities to be issued upon conversion  determined  pursuant
to this  Note  shall  be  subject  to  adjustment  from  time to time  upon  the
occurrence  of  certain  events  during the period  that this  conversion  right
remains outstanding, as follows:

            (a)  Reclassification.  If  the  Borrower  at  any  time  shall,  by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number of  securities  of any class or classes,  this Note, as to the
unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed
to evidence the right to purchase an adjusted number of such securities and kind
of  securities  as would have been  issuable  as the result of such  change with
respect to the Common Stock (i) immediately prior to or (ii) immediately  after,
such reclassification or other change at the sole election of the Holder.

            (b) Stock  Splits,  Combinations  and  Dividends.  If the  shares of
Common  Stock are  subdivided  or combined  into a greater or smaller  number of
shares of Common  Stock,  or if a dividend  is paid on the  Common  Stock or any
preferred  stock  issued by the  Borrower in shares of Common  Stock,  the Fixed
Conversion  Price shall be  proportionately  reduced in case of  subdivision  of
shares or stock dividend or proportionately increased in the case of combination
of shares, in each


                                       5
<PAGE>

such case by the  ratio  which  the  total  number  of  shares  of Common  Stock
outstanding  immediately after such event bears to the total number of shares of
Common Stock outstanding immediately prior to such event.

                  (c) Share Issuances. Subject to the provisions of this Section
3.6, if the Borrower  shall at any time prior to the  conversion or repayment in
full of the  Principal  Amount  issue any shares of Common  Stock or  securities
convertible  into  Common  Stock to a Person  other than the Holder  (except (i)
pursuant to Sections 3.5(a) or (b) above; (ii) pursuant to options, warrants, or
other obligations to issue shares outstanding on the date hereof as disclosed to
the Holder in writing  (including  shares issuable under the  circumstances  set
forth on Schedule 4.2 to the Purchase  Agreement);  or (iii) pursuant to options
that may be  issued  under  any  employee  incentive  stock  option  and/or  any
qualified  stock option plan adopted by the  Borrower) for a  consideration  per
share (the "Offer Price") less than the Fixed  Conversion Price in effect at the
time of such  issuance,  then the Fixed  Conversion  Price shall be  immediately
reset pursuant to the formula below.  For purposes  hereof,  the issuance of any
security of the Borrower  convertible  into or exercisable or  exchangeable  for
Common Stock shall result in an  adjustment to the Fixed  Conversion  Price upon
the issuance of such securities.

                  If the Borrower  issues any additional  shares of Common Stock
for a consideration  per share less than the  then-applicable  Fixed  Conversion
Price pursuant to this Section 3.6 then, and thereafter  successively  upon each
such issue, the Fixed Conversion Price shall be adjusted by multiplying the then
applicable Fixed Conversion Price by the following fraction:

                        ---------------------------------
                                      A + B
                        ---------------------------------
                          (A + B) + [((C - D) x B) / C]
                        ---------------------------------

                  A = Total amount of shares convertible pursuant to this Note

                  B = Actual shares sold in the offering

                  C = Fixed Conversion Price

                  D = Offer Price

            (d)  Computation of  Consideration.  For purposes of any computation
respecting   consideration  received  pursuant  to  Section  3.6(c)  above,  the
following shall apply:

                  (i) in the case of the  issuance of shares of Common Stock for
      cash, the consideration shall be the amount of such cash, provided that in
      no case shall any deduction


                                       6
<PAGE>

      be made for any commissions,  discounts or other expenses  incurred by the
      Borrower for any  underwriting  of the issue or  otherwise  in  connection
      therewith;

                  (ii) in the case of the issuance of shares of Common Stock for
      a  consideration  in whole or in part other than cash,  the  consideration
      other than cash  shall be deemed to be the fair  market  value  thereof as
      determined  in good  faith  by the  Board  of  Directors  of the  Borrower
      (irrespective of the accounting treatment thereof); and

                  (iii)  upon any such  exercise,  the  aggregate  consideration
      received  for such  securities  shall be  deemed  to be the  consideration
      received by the  Borrower  for the  issuance of such  securities  plus the
      additional minimum  consideration,  if any, to be received by the Borrower
      upon the conversion or exchange thereof (the consideration in each case to
      be determined in the same manner as provided in  subsections  (i) and (ii)
      of this Section 3.6(d)).

      3.5 Reservation of Shares.  During the period the conversion right exists,
the  Borrower  will  reserve from its  authorized  and  unissued  Common Stock a
sufficient  number of shares to provide for the  issuance of  Conversion  Shares
upon the full conversion of this Note and the Warrant.  The Borrower  represents
that upon issuance, the Conversion Shares will be duly and validly issued, fully
paid and  non-assessable.  The  Borrower  agrees that its  issuance of this Note
shall constitute full authority to its officers, agents, and transfer agents who
are charged with the duty of executing and issuing stock certificates to execute
and  issue  the  necessary  certificates  for the  Conversion  Shares  upon  the
conversion of this Note.

      3.6 Registration  Rights. The Holder has been granted  registration rights
with respect to the Conversion  Shares as set forth in the  Registration  Rights
Agreement.

      3.7 Issuance of New Note. Upon any partial  conversion of this Note, a new
Note  containing the same date and provisions of this Note shall, at the written
request of the Holder, be issued by the Borrower to the Holder for the principal
balance of this Note and accrued interest which shall not have been converted or
paid.  Subject to the  provisions of Article IV, the Borrower will pay no costs,
fees or any other consideration to the Holder for the production and issuance of
a new Note.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

      4.1 Events of Default.  The occurrence of any of the following  events set
forth in subparagraphs (a) through (i), inclusive, is an "Event of Default":

            (a) Failure to Pay  Principal,  Interest or other Fees. The Borrower
      fails to pay when due any installment of principal, interest or other fees
      hereon in accordance  herewith,  and in any such case,  such failure shall
      continue for a period of three (3)


                                       7
<PAGE>

      days following the date upon which any such payment was due.

            (b) Breach of Covenant.  The  Borrower  breaches any covenant or any
      other term or  condition  of this Note or the  Purchase  Agreement  in any
      material respect, or the Borrower or any of its Subsidiaries  breaches any
      covenant or any other term or  condition  of any Related  Agreement in any
      material  respect and, in any such case, such breach,  if subject to cure,
      continues for a period of fifteen (15) days after the occurrence thereof.

            (c) Breach of Representations and Warranties.  Any representation or
      warranty made by the Borrower in this Note or the Purchase  Agreement,  or
      by the  Borrower  or any of its  Subsidiaries  in any  Related  Agreement,
      shall, in any such case, be false or misleading in any material respect on
      the date that such representation or warranty was made or deemed made.

            (d)  Receiver or Trustee.  The  Borrower or any of its  Subsidiaries
      shall make an  assignment  for the benefit of  creditors,  or apply for or
      consent  to the  appointment  of a  receiver  or  trustee  for it or for a
      substantial  part of its  property  or  business;  or such a  receiver  or
      trustee shall otherwise be appointed.

            (e)  Judgments.  Any money  judgment,  writ or similar final process
      shall be entered or filed against the Borrower or any of its  Subsidiaries
      or any of  their  respective  property  or  other  assets  for  more  than
      $250,000, and shall remain unvacated, unbonded or unstayed for a period of
      sixty (60) days.

            (f)   Bankruptcy.   Bankruptcy,   insolvency,    reorganization   or
      liquidation   proceedings  or  other   proceedings  or  relief  under  any
      bankruptcy  law or any  law  for  the  relief  of  debtors,  voluntary  or
      involuntary,  shall be instituted by or against the Borrower or any of its
      Subsidiaries  and,  only in the  case  of an  involuntary  case  commenced
      against  the  Borrower  or any of its  Subsidiaries,  the  petition is not
      controverted  within ten (10) days, or is not dismissed  within sixty (60)
      days  after  commencement  of  the  case,  or the  Borrower  or any of its
      Subsidiaries shall (i) become insolvent, cease operations, dissolve and/or
      terminate its business existence, (ii) apply for, consent to, or suffer to
      exist the  appointment  of, or the taking of  possession  by, a  receiver,
      custodian, trustee, liquidator or other fiduciary of itself or of all or a
      substantial part of its property,  (iii) make a general assignment for the
      benefit of  creditors or (iv) take any action for the purpose of effecting
      any of the foregoing.

            (g) Stop Trade. An SEC stop trade order or Principal  Market trading
      suspension of the Common Stock shall be in effect for five (5) consecutive
      days or five (5)  days  during a  period  of ten  (10)  consecutive  days,
      excluding in all cases a suspension of all trading on a Principal  Market,
      provided that the Borrower shall not


                                       8
<PAGE>

      have been able to cure such trading  suspension within thirty (30) days of
      the notice  thereof or list the Common Stock on another  Principal  Market
      within  sixty (60) days of such  notice.  The  "Principal  Market" for the
      Common Stock shall include the NASD OTC Bulletin  Board,  NASDAQ  SmallCap
      Market,  NASDAQ  National Market System,  American Stock Exchange,  or New
      York  Stock  Exchange  (whichever  of the  foregoing  is at the  time  the
      principal trading exchange or market for the Common Stock).

            (h)  Failure  to  Deliver  Common  Stock or  Replacement  Note.  The
      Borrower  shall  fail (i) to timely  deliver  Common  Stock to the  Holder
      pursuant  to and in the form  required  by this Note and  Section 9 of the
      Purchase  Agreement,  if such failure to timely deliver Common Stock shall
      not be cured within two (2) business days or (ii) to deliver a replacement
      Note to Holder within seven (7) business days  following the required date
      of such  issuance  pursuant to this Note,  the  Purchase  Agreement or any
      Related Agreement (to the extent required under such agreements).

            (i)  Default  Under  Related  Agreements  or Other  Agreements.  The
      occurrence  and  continuance  of any Event of Default  (as  defined in the
      Purchase  Agreement or any Related  Agreement) or any event of default (or
      similar term) under any other indebtedness (including, without limitation,
      indebtedness  evidenced by the Securities Purchase Agreement,  dated as of
      February 8, 2005  between the Borrower  and the Holder  together  with the
      Related Agreements referred to therein),  provided that it shall not be an
      Event  of  Default   under  this  Section   4.1(i)  unless  the  aggregate
      outstanding  principal amount of all such other  indebtedness as described
      above is at least $50,000.00.

            (j) Change in  Control.  (i) Any  "Person" or "group" (as such terms
      are defined in Sections  13(d) and 14(d) of the Exchange Act, as in effect
      on the date  hereof) is or becomes the  "beneficial  owner" (as defined in
      Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly,
      of 35% or more on a fully  diluted  basis of the then  outstanding  voting
      equity  interest  of the  Borrower or (ii) the Board of  Directors  of the
      Borrower shall cease to consist of a majority of the Board of Directors of
      the Borrower on the date hereof (or  directors  appointed by a majority of
      the Board of Directors in effect immediately prior to such appointment).

      4.2  Default  Interest  Rate.  Following  the  occurrence  and  during the
continuance of an Event of Default,  the Borrower shall pay additional  interest
on  this  Note in an  amount  equal  to one  percent  (1%)  per  month,  and all
outstanding  obligations  under  this Note,  including  unpaid  interest,  shall
continue  to accrue  such  additional  interest  from the date of such  Event of
Default until the date such Event of Default is cured or waived.

      4.3 Default  Payment.  Following the occurrence and during the continuance
of an Event of Default,  the Holder, at its option, may demand repayment in full
of all obligations and liabilities


                                       9
<PAGE>

owing by Borrower to the Holder under this Note, the Purchase  Agreement  and/or
any other  Related  Agreement  and/or may elect,  in  addition to all rights and
remedies  of the  Holder  under the  Purchase  Agreement  and the other  Related
Agreements  and all  obligations  and  liabilities  of the  Borrower  under  the
Purchase Agreement and the other Related Agreements,  to require the Borrower to
make a Default Payment ("Default Payment"). The Default Payment shall be 125% of
the outstanding  principal amount of the Note, plus accrued but unpaid interest,
all other fees then remaining unpaid,  and all other amounts payable  hereunder.
The Default  Payment  shall be applied  first to any fees due and payable to the
Holder pursuant to this Note, the Purchase  Agreement,  and/or the other Related
Agreements, then to accrued and unpaid interest due on this Note and then to the
outstanding principal balance of this Note. The Default Payment shall be due and
payable  immediately  on the date  that the  Holder  has  exercised  its  rights
pursuant to this Section 4.3.

      4.3 Conversion Privileges.  The conversion privileges set forth in Article
III shall remain in full force and effect  immediately  from the date hereof and
until this Note is paid in full.

      4.4 Cumulative Remedies. The remedies under this Note shall be cumulative.

                                    ARTICLE V
                                  MISCELLANEOUS

      5.1 Failure or Indulgence  Not Waiver.  No failure or delay on the part of
the Holder  hereof in the exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privilege.  All  rights  and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

      5.2 Notices.  Any notice herein required or permitted to be given shall be
in writing and shall be deemed  effectively given: (a) upon personal delivery to
the party notified, (b) when sent by confirmed telex or facsimile if sent during
normal  business hours of the recipient,  if not, then on the next business day,
(c) five days after having been sent by  registered  or certified  mail,  return
receipt  requested,  postage  prepaid,  or (d)  one  day  after  deposit  with a
nationally  recognized  overnight  courier,  specifying next day delivery,  with
written  verification  of  receipt.  All  communications  shall  be  sent to the
Borrower  at  the  address  provided  in  the  Purchase  Agreement  executed  in
connection herewith,  with a copy to Pryor Cashman Sherman & Flynn LLP, 410 Park
Avenue, New York, New York 10022,  Attention:  Eric M. Hellige,  Esq., facsimile
number (212) 798-6380 and to the Holder at the address  provided in the Purchase
Agreement  for such  Holder,  with a copy to John E.  Tucker,  Esq.,  825  Third
Avenue,  14th Floor, New York, New York 10022,  facsimile number (212) 541-4434,
or at such other address as the Borrower or the Holder may designate by ten days
advance written notice to the other parties hereto. A Notice of Conversion shall
be deemed given when made to the Borrower pursuant to the Purchase Agreement.

      5.3 Amendment  Provision.  The term "Note" and all reference  thereto,  as
used  throughout  this  instrument,  shall mean this  instrument  as  originally
executed, or if later amended or


                                       10
<PAGE>

supplemented,  then as so amended or supplemented,  and any successor instrument
issued pursuant to Section 3.5 hereof, as it may be amended or supplemented.

      5.4  Assignability.  This Note shall be binding  upon the Borrower and its
successors  and  assigns,  and shall  inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Purchase  Agreement.  This Note shall not be assigned by the
Borrower without the consent of the Holder.

      5.5  Governing  Law.  This Note  shall be  governed  by and  construed  in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the State of
New York.  Both  parties and the  individual  signing this Note on behalf of the
Borrower  agree to submit to the  jurisdiction  of such courts.  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 Note 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
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from  bringing  suit or taking  other legal  action  against the Borrower in any
other  jurisdiction  to  collect on the  Borrower's  obligations  to Holder,  to
realize on any  collateral  or any other  security for such  obligations,  or to
enforce a judgment or other court in favor of the Holder.

      5.6  Maximum  Payments.  Nothing  contained  herein  shall  be  deemed  to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

      5.7  Security  Interest  and  Guarantee.  The  Holder  has been  granted a
security  interest (i) in certain assets of the Borrower and its Subsidiaries as
more fully  described  in the  Master  Security  Agreement  dated as of the date
hereof and (ii)  pursuant  to the Stock  Pledge  Agreement  dated as of the date
hereof.  The  obligations  of the  Borrower  under this Note are  guaranteed  by
certain  Subsidiaries of the Borrower pursuant to the Subsidiary  Guaranty dated
as of the date hereof.

      5.8  Construction.   Each  party   acknowledges  that  its  legal  counsel
participated in the preparation of this Note 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 Note to favor any party
against the other.

      5.9 Cost of  Collection.  If default is made in the  payment of this Note,
the  Borrower  shall pay to Holder  reasonable  costs of  collection,  including
reasonable attorney's fees.


                                       11
<PAGE>

      5.10 Business Day. If any Repayment Date is a Saturday, Sunday or a day on
which  banking  institutions  in New York City are not  required  to be open for
business  (each, a "Legal  Holiday"),  payment of any Monthly Amount due on such
day may be made on the next  succeeding day that is not a Legal Holiday,  and no
interest shall accrue in respect of such payment for the intervening period.

       [Balance of page intentionally left blank; signature page follows.]


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<PAGE>

      IN WITNESS WHEREOF,  the Borrower has caused this Note to be signed in its
name effective as of this 30th day of November 2005.

                                        eLEC COMMUNICATIONS CORP.


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

WITNESS:


/s/ Rita Kovalsky
---------------------------


                                       13
<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION
                              --------------------

(To be  executed  by the Holder in order to convert all or part of the Note into
Common Stock

[Name and Address of Holder]

The  Undersigned  hereby  converts  $_________  of the principal due on [specify
applicable  Repayment  Date]  under the  Convertible  Term  Note  issued by eLEC
COMMUNICATIONS  CORP.  dated  November  30, 2005 by delivery of Shares of Common
Stock of eLEC COMMUNICATIONS CORP. on and subject to the conditions set forth in
Article III of such Note.

1.    Date of Conversion         _______________________

2.    Shares To Be Delivered:    _______________________


                                         By:_______________________________
                                         Name:_____________________________
                                         Title:____________________________


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