ELEC COMMUNICATIONS CORP
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>ex10-7.txt
<TEXT>


         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 3,359,856 Shares of Common Stock of
                           eLEC Communications Corp.
                           -------------------------
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                                  Issue Date:  May 31, 2006

         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 first anniversary of 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
on May 31,  2020 (the  "Expiration  Date"),  subject to Section 7 hereof,  up to
3,359,856  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
                  -----------------------------------------
                  first anniversary of 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"),  subject
                  to Section 7 hereof, up to 3,359,856 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

                                       2
<PAGE>

                  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.

         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. Notwithstanding any provisions herein to the contrary, in
             --------
the event  there is no  effective  registration  statement  with  respect to the
shares  issuable  upon  exercise of this Warrant or an Event of Default (as such
term is defined in the Security Agreement) has occurred and is continuing at the
time of  exercise,  if the Fair  Market  Value of one share of  Common  Stock is
greater than the Exercise Price (at the date of calculation as set forth below),
in lieu of  exercising  this  Warrant for cash,  the Holder may elect to receive
shares equal to the value (as determined  below) of this Warrant (or the portion
thereof being exercised) by surrender of this Warrant at the principal office of
the Company together with the properly  endorsed  Exercise Notice in which event
the  Company  shall  issue to the  Holder a number of  shares  of  Common  Stock
computed using the following formula:

         X=Y       (A-B)
                     A

         Where X =         the number of shares of Common Stock to be issued to
                           the Holder

                                       3
<PAGE>

         Y =               the  number  of shares  of Common  Stock  purchasable
                           under  this  Warrant  or, if only a  portion  of this
                           Warrant  is  being  exercised,  the  portion  of this
                           Warrant   being   exercised  (at  the  date  of  such
                           calculation)

         A =               the Fair  Market  Value of one share of the Company's
                           Common  Stock (at the date of such calculation)

         B =               Exercise  Price  (as  adjusted  to  the  date of such
                           calculation

         2.3 Restrictions.  Notwithstanding  anything to the contrary  contained
             ------------
herein,  the Holder hereby agrees that the Holder shall not, on any trading day,
sell any Common  Stock  issued upon  exercise  of this  Warrant in excess of ten
percent  (10%) of the  aggregate  number of shares of the Common Stock traded on
such trading day.

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 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

                                       4
<PAGE>

                  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. Notwithstanding the foregoing provisions of this
         Section  4, in no event  shall the  exercise  price of this  Warrant be
         reduced below the par value of the Common Stock.

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 12 hereof).

                                       5
<PAGE>

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 Repurchase  Option. If the Company's  obligations to the Holder
         --------------------------
         under the  Secured  Term Note  dated  May 31,  2006  issued on the date
         hereof have been irrevocably repaid in full prior to May 31, 2007, upon
         ten (10) business  days prior notice to Holder,  the Company shall have
         the right to reduce  the  number of shares  originally  subject to this
         Warrant by  1,175,950  shares,  such that the maximum  number of shares
         that may be purchased upon exercise of this Warrant shall be reduced to
         2,183,906  shares,  in each case  subject  to  adjustment  pursuant  to
         Section 4  hereof,  by  payment  to the  Holder  of an amount  equal to
         $100,000.

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 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 not been granted
         --------------------
         registration rights by the Company.

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

                                       6
<PAGE>

         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
         11 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 8, and replacing this
         Warrant pursuant to Section 9, 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.

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

                                       7
<PAGE>

         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.]



                                       8
<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/ Lauri Vertrees                   Title:    Chief Executive Officer
--------------------------------               ---------------------------------








                                       9
<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.

<TABLE>
<CAPTION>

                                                                                   Percentage             Number
Transferees                               Address                                  Transferred          Transferred
-----------                               -------                                  -----------          -----------
<S>                                      <C>                                     <C>                   <C>


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


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


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


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

</TABLE>

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
</TEXT>
</DOCUMENT>
