ELEC COMMUNICATIONS CORP
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>ex10-4.txt
<TEXT>
                                                                    EXHIBIT 10.4

                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into as of November 30, 2005, by and between eLEC  Communications  Corp.,  a New
York   corporation   (the   "Company"),   and  Laurus  Master  Fund,  Ltd.  (the
"Purchaser").

      This  Agreement is made  pursuant to the  Securities  Purchase  Agreement,
dated as of the date hereof,  by and between the  Purchaser  and the Company (as
amended,  modified or supplemented  from time to time, the "Securities  Purchase
Agreement"), and pursuant to the Note and the Warrants referred to therein.

      The Company and the Purchaser hereby agree as follows:

      1.  Definitions.  Capitalized  terms used and not otherwise defined herein
that are defined in the Securities  Purchase  Agreement  shall have the meanings
given  such  terms  in the  Securities  Purchase  Agreement.  As  used  in  this
Agreement, the following terms shall have the following meanings:

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means shares of the Company's common stock, par value
$0.10 per share.

            "Effectiveness   Date"  means  (i)  with   respect  to  the  initial
Registration  Statement required to be filed hereunder, a date no later than one
hundred  eighty  (180) days  following  the date hereof and (ii) with respect to
each additional Registration Statement required to be filed hereunder, a date no
later than one hundred twenty (120) days following the applicable Filing Date.

            "Effectiveness  Period"  shall have the meaning set forth in Section
2(a).

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended, and any successor statute.

            "Filing  Date" means,  with respect to (i) the initial  Registration
Statement required to be filed hereunder,  a date no later than ninety (90) days
following  the date  hereof  and (ii) with  respect  to  shares of Common  Stock
issuable to the Holder as a result of adjustments to the Fixed  Conversion Price
made pursuant to Section 3.4 of the Secured  Convertible  Term Note or Section 4
of the Warrant or otherwise,  forty-five  (45) days after the occurrence of such
event or the date of the adjustment of the Fixed Conversion Price.

            "Holder" or "Holders"  means the Purchaser or any of its  affiliates
or transferees to the extent any of them hold Registrable Securities.

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
5(c).

<PAGE>

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
5(c).

            "Note" shall have the meaning set forth in the  Securities  Purchase
Agreement.

            "Proceeding"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus"  means  the  prospectus  included  in the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

            "Registrable  Securities"  means the shares of Common  Stock  issued
upon the conversion of the Note and issuable upon exercise of the Warrants.

            "Registration  Statement" means each registration statement required
to be filed hereunder,  including the Prospectus,  amendments and supplements to
such  registration  statement or Prospectus,  including pre- and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.

            "Rule 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 424" means Rule 424 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Securities  Act" means the Securities Act of 1933, as amended,  and
any successor statute.

            "Securities  Purchase  Agreement"  means the  agreement  between the
parties  hereto  calling  for  the  issuance  by  the  Company  of a  $2,000,000
convertible Note plus Warrants.

            "Trading  Market" means any of the NASD OTC Bulletin  Board,  NASDAQ
SmallCap Market,  the Nasdaq National Market, the American Stock Exchange or the
New York Stock Exchange.


                                       2
<PAGE>

            "Warrants" means the Common Stock purchase  warrants issued pursuant
to the Securities Purchase Agreement.

      2.    Registration.

            (a) On or prior to the Filing  Date the  Company  shall  prepare and
      file with the Commission a Registration Statement covering the Registrable
      Securities  for an offering to be made on a continuous  basis  pursuant to
      Rule 415.  The  Registration  Statement  shall be on Form SB-2 or Form S-3
      (except if the Company is not then  eligible  to  register  for resale the
      Registrable  Securities  on such  Forms,  in which case such  registration
      shall be on another appropriate form in accordance herewith).  The Company
      shall cause the  Registration  Statement  to become  effective  and remain
      effective  as  provided  herein.  The  Company  shall  use its  reasonable
      commercial  efforts to cause the  Registration  Statement  to be  declared
      effective  under the  Securities  Act as promptly  as  possible  after the
      filing thereof, but in any event no later than the Effectiveness Date. The
      Company  shall  use  its  reasonable   commercial   efforts  to  keep  the
      Registration  Statement  continuously  effective  under the Securities Act
      until  the date  which is the  earliest  date of when (i) all  Registrable
      Securities  have been sold,  (ii) all  Registrable  Securities may be sold
      immediately  without  registration  under the  Securities  Act and without
      volume restrictions  pursuant to Rule 144(k), as determined by the counsel
      to the  Company  pursuant  to a written  opinion  letter  to such  effect,
      addressed and acceptable to the Company's  transfer agent and the affected
      Holders or (iii) all amounts payable under the Note have been paid in full
      (the "Effectiveness Period").

            (b) If: (i) the  Registration  Statement is not filed on or prior to
      the Filing Date; (ii) the Registration Statement is not declared effective
      by the Commission by the Effectiveness  Date; (iii) after the Registration
      Statement is filed with and  declared  effective  by the  Commission,  the
      Registration Statement ceases to be effective (by suspension or otherwise)
      as to all Registrable  Securities to which it is required to relate at any
      time prior to the expiration of the  Effectiveness  Period  (without being
      succeeded  immediately by an additional  registration  statement filed and
      declared effective) for a period of time which shall exceed 30 days in the
      aggregate per year (defined as a period of 365 days commencing on the date
      the  Registration  Statement  is  declared  effective)  or  more  than  20
      consecutive  calendar  days;  or (iv) the  Common  Stock is not  listed or
      quoted, or is suspended from trading on any Trading Market for a period of
      three (3)  consecutive  Trading Days  (provided the Company shall not have
      been able to cure such  trading  suspension  within 30 days of the  notice
      thereof or list the Common  Stock on another  Trading  Market);  (any such
      failure or breach  being  referred to as an "Event,"  and for  purposes of
      clause (i) or (ii) the date on which such Event occurs, or for purposes of
      clause (iii) the date which such 30 day or 20  consecutive  day period (as
      the case may be) is  exceeded,  or for purposes of clause (iv) the date on
      which such three (3) Trading Day period is exceeded,  being referred to as
      "Event Date"), then until the applicable Event is cured, the Company shall
      pay to each Holder an amount in cash, as  liquidated  damages and not as a
      penalty, equal to 1.5% of the outstanding principal amount of the Note for
      each  thirty  (30) day period  (prorated  for  partial  periods on a daily
      basis). While such Event continues,  such liquidated damages shall be paid
      not less often than each thirty


                                       3
<PAGE>

      (30) days. Any unpaid liquidated  damages as of the date when an Event has
      been cured by the Company  shall be paid within  three (3) days  following
      the date on which such Event has been cured by the Company.

            (c)  Within  three  business  days of the  Effectiveness  Date,  the
      Company shall cause its counsel to issue a blanket  opinion  substantially
      in the form  attached  hereto as Exhibit A, to the transfer  agent stating
      that the shares are subject to an effective registration statement and can
      be  reissued  free of  restrictive  legend  upon  notice  of a sale by the
      Purchaser and  confirmation by the Purchaser that it has complied with the
      prospectus  delivery  requirements,  provided  that  the  Company  has not
      advised the transfer  agent orally or in writing that the opinion has been
      withdrawn.  Copies of the blanket  opinion  required by this  Section 2(c)
      shall be delivered to the Purchaser within the time frame set forth above.

      3. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

            (a) prepare and file with the Commission the Registration  Statement
      with  respect  to such  Registrable  Securities,  respond as  promptly  as
      possible to any comments  received from the  Commission,  and use its best
      efforts to cause the Registration Statement to become and remain effective
      for the Effectiveness Period with respect thereto, and promptly provide to
      the  Purchaser  copies of all  filings and  Commission  letters of comment
      relating thereto;

            (b)  prepare  and  file  with the  Commission  such  amendments  and
      supplements  to the  Registration  Statement  and the  Prospectus  used in
      connection  therewith as may be necessary to comply with the provisions of
      the  Securities  Act with respect to the  disposition  of all  Registrable
      Securities  covered  by  the  Registration  Statement  and  to  keep  such
      Registration Statement effective until the expiration of the Effectiveness
      Period;

            (c)  furnish  to  the  Purchaser   such  number  of  copies  of  the
      Registration Statement and the Prospectus included therein (including each
      preliminary  Prospectus)  as  the  Purchaser  reasonably  may  request  to
      facilitate the public sale or disposition  of the  Registrable  Securities
      covered by the Registration Statement;

            (d) use its commercially  reasonable  efforts to register or qualify
      the  Purchaser's   Registrable  Securities  covered  by  the  Registration
      Statement  under the  securities or "blue sky" laws of such  jurisdictions
      within  the  United  States  as  the  Purchaser  may  reasonably  request,
      provided,  however,  that the  Company  shall not for any such  purpose be
      required  to  qualify   generally  to  transact   business  as  a  foreign
      corporation in any jurisdiction where it is not so qualified or to consent
      to general service of process in any such jurisdiction;


                                       4
<PAGE>

            (e) list the  Registrable  Securities  covered  by the  Registration
      Statement  with any  securities  exchange on which the Common Stock of the
      Company is then listed;

            (f)  immediately  notify the Purchaser at any time when a Prospectus
      relating  thereto is required to be delivered under the Securities Act, of
      the  happening of any event of which the Company has knowledge as a result
      of which the Prospectus contained in such Registration  Statement, as then
      in effect,  includes an untrue  statement  of a material  fact or omits to
      state a material fact  required to be stated  therein or necessary to make
      the statements  therein not misleading in light of the circumstances  then
      existing; and

            (g) make available for inspection by the Purchaser and any attorney,
      accountant  or  other  agent  retained  by  the  Purchaser,  all  publicly
      available,   non-confidential   financial  and  other  records,  pertinent
      corporate documents and properties of the Company, and cause the Company's
      officers,  directors  and  employees  to supply  all  publicly  available,
      non-confidential   information   reasonably  requested  by  the  attorney,
      accountant or agent of the Purchaser.

      4.  Registration   Expenses.   All  expenses  relating  to  the  Company's
compliance  with Sections 2 and 3 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer  agents and  registrars,  fees of, and  disbursements  incurred by, one
counsel for the Holders (to the extent such counsel is required due to Company's
failure to meet any of its  obligations  hereunder),  are  called  "Registration
Expenses".  All  selling  commissions  applicable  to the  sale  of  Registrable
Securities,  including any fees and  disbursements of any special counsel to the
Holders  beyond those included in  Registration  Expenses,  are called  "Selling
Expenses." The Company shall only be responsible for all Registration Expenses.

      5. Indemnification.

            (a) In the event of a  registration  of any  Registrable  Securities
      under the  Securities  Act  pursuant to this  Agreement,  the Company will
      indemnify and hold harmless the Purchaser, and its officers, directors and
      each other person,  if any, who controls the Purchaser  within the meaning
      of the Securities Act, against any losses, claims, damages or liabilities,
      joint or  several,  to which the  Purchaser,  or such  persons  may become
      subject under the  Securities  Act or  otherwise,  insofar as such losses,
      claims,  damages or liabilities (or actions in respect  thereof) arise out
      of or are based upon any untrue  statement or alleged untrue  statement of
      any material fact contained in any Registration Statement under which such
      Registrable  Securities were registered  under the Securities Act pursuant
      to  this  Agreement,   any  preliminary  Prospectus  or  final  Prospectus
      contained therein, or any amendment or supplement thereof, or arise out of
      or are based upon the  omission  or alleged  omission  to state  therein a
      material  fact  required  to be stated  therein or  necessary  to make the
      statements therein not misleading,  and will reimburse the Purchaser,  and
      each such person for any reasonable  legal or other  expenses  incurred by
      them in connection with  investigating or defending any such loss,  claim,
      damage,


                                       5
<PAGE>

      liability  or action;  provided,  however,  that the  Company  will not be
      liable in any such case if and to the extent  that any such  loss,  claim,
      damage or liability  arises out of Purchaser's  failure to comply with the
      prospectus  delivery  requirements  under the Securities Act to the extent
      applicable  to Purchaser  or is based upon an untrue  statement or alleged
      untrue  statement  or omission or alleged  omission so made in  conformity
      with  information  furnished by or on behalf of the  Purchaser or any such
      person in writing specifically for use in any such document.

            (b) In the event of a  registration  of the  Registrable  Securities
      under the  Securities Act pursuant to this  Agreement,  the Purchaser will
      indemnify and hold harmless the Company,  and its officers,  directors and
      each other person,  if any, who controls the Company within the meaning of
      the Securities Act,  against all losses,  claims,  damages or liabilities,
      joint or several,  to which the Company or such persons may become subject
      under the  Securities  Act or otherwise,  insofar as such losses,  claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based  upon any  untrue  statement  or  alleged  untrue  statement  of any
      material  fact which was  furnished  in writing  by the  Purchaser  to the
      Company  expressly for use in (and such  information  is contained in) the
      Registration  Statement  under  which  such  Registrable  Securities  were
      registered  under the  Securities  Act  pursuant  to this  Agreement,  any
      preliminary  Prospectus  or final  Prospectus  contained  therein,  or any
      amendment  or  supplement  thereof,  or arise out of or are based upon the
      omission or alleged  omission to state therein a material fact required to
      be  stated  therein  or  necessary  to make  the  statements  therein  not
      misleading,  and will  reimburse  the Company and each such person for any
      reasonable  legal or other  expenses  incurred by them in connection  with
      investigating  or defending  any such loss,  claim,  damage,  liability or
      action,  provided,  however, that the Purchaser will be liable in any such
      case if and only to the  extent  that  any such  loss,  claim,  damage  or
      liability  arises out of or is based upon an untrue  statement  or alleged
      untrue  statement  or omission or alleged  omission so made in  conformity
      with  information  furnished  in writing to the Company by or on behalf of
      the Purchaser  specifically for use in any such document.  Notwithstanding
      the provisions of this  paragraph,  the Purchaser shall not be required to
      indemnify  any person or entity in excess of the  amount of the  aggregate
      net  proceeds   received  by  the  Purchaser  in  respect  of  Registrable
      Securities in connection with any such  registration  under the Securities
      Act.

            (c)   Promptly   after   receipt  by  a  party   entitled  to  claim
      indemnification  hereunder  (an  "Indemnified  Party")  of  notice  of the
      commencement of any action,  such Indemnified  Party shall, if a claim for
      indemnification  in respect  thereof is to be made  against a party hereto
      obligated to indemnify such Indemnified Party (an  "Indemnifying  Party"),
      notify the Indemnifying  Party in writing thereof,  but the omission so to
      notify the  Indemnifying  Party  shall not  relieve it from any  liability
      which it may have to such Indemnified  Party other than under this Section
      5(c) and shall  only  relieve it from any  liability  which it may have to
      such  Indemnified  Party under this  Section 5(c) if and to the extent the
      Indemnifying Party is prejudiced by such omission. In case any such action
      shall be brought  against any  Indemnified  Party and it shall  notify the
      Indemnifying  Party of the commencement  thereof,  the Indemnifying  Party
      shall be entitled to  participate  in and, to the extent it shall wish, to
      assume and undertake the defense thereof with counsel


                                       6
<PAGE>

      satisfactory  to such  Indemnified  Party,  and,  after  notice  from  the
      Indemnifying  Party to such Indemnified Party of its election so to assume
      and undertake the defense  thereof,  the  Indemnifying  Party shall not be
      liable to such  Indemnified  Party under this  Section  5(c) for any legal
      expenses  subsequently  incurred by such  Indemnified  Party in connection
      with  the  defense  thereof;  if the  Indemnified  Party  retains  its own
      counsel, then the Indemnified Party shall pay all fees, costs and expenses
      of such counsel,  provided,  however,  that, if the defendants in any such
      action include both the indemnified  party and the Indemnifying  Party and
      the Indemnified  Party shall have  reasonably  concluded that there may be
      reasonable defenses available to it which are different from or additional
      to those  available to the  Indemnifying  Party or if the interests of the
      Indemnified  Party reasonably may be deemed to conflict with the interests
      of the Indemnifying  Party, the Indemnified  Party shall have the right to
      select  one  separate  counsel  and to  assume  such  legal  defenses  and
      otherwise  to  participate  in  the  defense  of  such  action,  with  the
      reasonable  expenses and fees of such separate  counsel and other expenses
      related to such  participation to be reimbursed by the Indemnifying  Party
      as incurred.

            (d) In order to provide for just and equitable  contribution  in the
      event of joint  liability  under the  Securities  Act in any case in which
      either (i) the Purchaser,  or any officer,  director or controlling person
      of the  Purchaser,  makes a claim  for  indemnification  pursuant  to this
      Section  5 but it is  judicially  determined  (by  the  entry  of a  final
      judgment or decree by a court of competent jurisdiction and the expiration
      of time to appeal or the  denial of the last  right of  appeal)  that such
      indemnification may not be enforced in such case  notwithstanding the fact
      that this Section 5 provides  for  indemnification  in such case,  or (ii)
      contribution  under the  Securities Act may be required on the part of the
      Purchaser or such officer, director or controlling person of the Purchaser
      in circumstances for which  indemnification is provided under this Section
      5;  then,  and in each such  case,  the  Company  and the  Purchaser  will
      contribute to the aggregate  losses,  claims,  damages or  liabilities  to
      which  they  may be  subject  (after  contribution  from  others)  in such
      proportion  so that the  Purchaser  is  responsible  only for the  portion
      represented  by the  percentage  that  the  public  offering  price of its
      securities  offered  by the  Registration  Statement  bears to the  public
      offering price of all securities  offered by such Registration  Statement,
      provided,  however,  that, in any such case, (A) the Purchaser will not be
      required to contribute  any amount in excess of the public  offering price
      of all  such  securities  offered  by it  pursuant  to  such  Registration
      Statement;   and  (B)  no   person  or   entity   guilty   of   fraudulent
      misrepresentation (within the meaning of Section 10(f) of the Act) will be
      entitled to  contribution  from any person or entity who was not guilty of
      such fraudulent misrepresentation.

      6. Representations and Warranties.

            (a) The  Common  Stock of the  Company  is  registered  pursuant  to
      Section  12(b) or 12(g) of the  Exchange  Act and,  except with respect to
      certain  matters  which the  Company has  disclosed  to the  Purchaser  on
      Schedule 4.21 to the Securities Purchase Agreement, the Company has timely
      filed all proxy  statements,  reports,  schedules,  forms,  statements and
      other  documents  required to be filed by it under the  Exchange  Act. The
      Company has filed (i) its Annual Report on Form 10-KSB for its fiscal year
      ended


                                       7
<PAGE>

      November  30, 2004 and (ii) its  Quarterly  Reports on Form 10-QSB for the
      fiscal  quarters ended February 28, 2005, May 31, 2005 and August 31, 2005
      (collectively, the "SEC Reports"). Each SEC Report was, at the time of its
      filing, in substantial  compliance with the requirements of its respective
      form and none of the SEC Reports,  nor the financial  statements  (and the
      notes thereto) included in the SEC Reports,  as of their respective filing
      dates,  contained  any untrue  statement of a material  fact or omitted to
      state a material fact  required to be stated  therein or necessary to make
      the statements  therein,  in light of the  circumstances  under which they
      were  made,  not  misleading.  The  financial  statements  of the  Company
      included in the SEC  Reports  comply as to form in all  material  respects
      with  applicable  accounting  requirements  and the  published  rules  and
      regulations of the Commission or other  applicable  rules and  regulations
      with respect  thereto.  Such  financial  statements  have been prepared in
      accordance with generally accepted accounting  principles ("GAAP") applied
      on a consistent  basis during the periods  involved  (except (i) as may be
      otherwise  indicated in such financial  statements or the notes thereto or
      (ii) in the case of unaudited interim  statements,  to the extent they may
      not  include  footnotes  or may be  condensed)  and fairly  present in all
      material respects the financial  condition,  the results of operations and
      the cash flows of the  Company  and its  subsidiaries,  on a  consolidated
      basis, as of, and for, the periods presented in each such SEC Report.

            (b) The Common  Stock is listed for  trading on the Nasdaq  Over the
      Counter  Bulletin  ("OTC  BB")  and  satisfies  all  requirements  for the
      continuation of such listing. The Company has not received any notice that
      its  Common  Stock  will be  delisted  from the OTC BB  (except  for prior
      notices which have been fully  remedied) or that the Common Stock does not
      meet all requirements for the continuation of such listing.

            (c) Neither the Company,  nor any of its affiliates,  nor any person
      acting on its or their behalf,  has directly or indirectly made any offers
      or sales of any security or solicited any offers to buy any security under
      circumstances that would cause the offering of the Securities  pursuant to
      the Securities Purchase Agreement to be integrated with prior offerings by
      the Company for  purposes of the  Securities  Act which would  prevent the
      Company  from  selling  the Common  Stock  pursuant  to Rule 506 under the
      Securities Act, or any applicable  exchange-related  stockholder  approval
      provisions,  nor will the Company or any of its affiliates or subsidiaries
      take any action or steps that would cause the  offering of the  Securities
      to be integrated with other offerings.

            (d) The Warrants,  the Note and the shares of Common Stock which the
      Purchaser  may  acquire  pursuant  to the  Warrants  and the  Note are all
      restricted  securities  under  the  Securities  Act as of the date of this
      Agreement.  The Company  will not issue any stop  transfer  order or other
      order impeding the sale and delivery of any of the Registrable  Securities
      at such time as such Registrable Securities are registered for public sale
      or an exemption  from  registration  is  available,  except as required by
      federal or state securities laws.

            (e) The Company understands the nature of the Registrable Securities
      issuable  upon the  conversion of the Note and the exercise of the Warrant
      and recognizes that the


                                       8
<PAGE>

      issuance of such  Registrable  Securities  may have a  potential  dilutive
      effect. The Company specifically acknowledges that its obligation to issue
      the  Registrable  Securities  is binding upon the Company and  enforceable
      regardless  of the  dilution  such  issuance  may  have  on the  ownership
      interests of other shareholders of the Company.

            (f) Except for agreements  made in the ordinary  course of business,
      there is no agreement  that has not been filed with the  Commission  as an
      exhibit to a  registration  statement or to a form required to be filed by
      the Company under the Exchange  Act, the breach of which could  reasonably
      be expected to have a material  and adverse  effect on the Company and its
      subsidiaries, or would prohibit or otherwise interfere with the ability of
      the Company to enter into and perform  any of its  obligations  under this
      Agreement in any material respect.

            (g) The Company  will at all times have  authorized  and  reserved a
      sufficient number of shares of Common Stock for the full conversion of the
      Note and exercise of the Warrants.

      7. Miscellaneous.

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
      Holder, of any of their respective obligations under this Agreement,  each
      Holder or the Company,  as the case may be, in addition to being  entitled
      to exercise all rights granted by law and under this Agreement,  including
      recovery of damages,  will be  entitled  to  specific  performance  of its
      rights under this Agreement.

            (b) No  Piggyback  on  Registrations.  Except  as and to the  extent
      specified  in  Schedule  7(b)  hereto,  neither the Company nor any of its
      security holders (other than the Holders in such capacity pursuant hereto)
      may include securities of the Company in any Registration  Statement other
      than the Registrable Securities,  and the Company shall not after the date
      hereof enter into any agreement  providing any such right for inclusion of
      shares  in the  Registration  Statement  to any of its  security  holders.
      Except as and to the extent specified in Schedule 7(b) hereto, the Company
      has not previously  entered into any agreement  granting any  registration
      rights with respect to any of its  securities  to any Person that have not
      been fully satisfied.

            (c) Compliance. Each Holder covenants and agrees that it will comply
      with  the  prospectus  delivery  requirements  of  the  Securities  Act as
      applicable  to it in  connection  with  sales  of  Registrable  Securities
      pursuant to the Registration Statement.

            (d) Discontinued Disposition.  Each Holder agrees by its acquisition
      of such  Registrable  Securities  that,  upon receipt of a notice from the
      Company of the occurrence of a  Discontinuation  Event (as defined below),
      such Holder will forthwith  discontinue  disposition  of such  Registrable
      Securities under the applicable Registration Statement until such Holder's
      receipt  of the  copies  of the  supplemented  Prospectus  and/or  amended
      Registration Statement or until it is advised in writing (the "Advice") by
      the Company that the use of the applicable Prospectus may be resumed, and,
      in either case,  has


                                       9
<PAGE>

      received  copies  of any  additional  or  supplemental  filings  that  are
      incorporated  or deemed to be incorporated by reference in such Prospectus
      or Registration Statement. The Company may provide appropriate stop orders
      to enforce the provisions of this paragraph.  For purposes of this Section
      7(d),  a  "Discontinuation  Event"  shall  mean (i)  when  the  Commission
      notifies the Company whether there will be a "review" of such Registration
      Statement  and  whenever  the  Commission  comments  in  writing  on  such
      Registration Statement (the Company shall provide true and complete copies
      thereof and all written  responses  thereto to each of the Holders);  (ii)
      any request by the  Commission or any other Federal or state  governmental
      authority for amendments or supplements to such Registration  Statement or
      Prospectus  or for  additional  information;  (iii)  the  issuance  by the
      Commission  of  any  stop  order  suspending  the  effectiveness  of  such
      Registration  Statement covering any or all of the Registrable  Securities
      or the initiation of any Proceedings for that purpose; (iv) the receipt by
      the Company of any  notification  with  respect to the  suspension  of the
      qualification  or exemption from  qualification  of any of the Registrable
      Securities for sale in any jurisdiction,  or the initiation or threatening
      of any Proceeding for such purpose; and/or (v) the occurrence of any event
      or passage of time that makes the  financial  statements  included in such
      Registration  Statement  ineligible for inclusion therein or any statement
      made  in  such  Registration  Statement  or  Prospectus  or  any  document
      incorporated or deemed to be incorporated  therein by reference  untrue in
      any material  respect or that requires any revisions to such  Registration
      Statement,  Prospectus  or other  documents  so that,  in the case of such
      Registration  Statement  or  Prospectus,  as the case may be,  it will not
      contain  any  untrue  statement  of a  material  fact or omit to state any
      material  fact  required  to be stated  therein or  necessary  to make the
      statements  therein,  in light of the circumstances  under which they were
      made, not misleading.

            (e)   Piggy-Back   Registrations.   If  at  any  time   during   the
      Effectiveness  Period  there is not an  effective  Registration  Statement
      covering all of the Registrable Securities and the Company shall determine
      to prepare and file with the Commission a registration  statement relating
      to an  offering  for its own  account or the  account of others  under the
      Securities Act of any of its equity securities,  other than on Form S-4 or
      Form S-8 (each as  promulgated  under the  Securities  Act) or their  then
      equivalents   relating  to  equity  securities  to  be  issued  solely  in
      connection  with any  acquisition  of any  entity  or  business  or equity
      securities  issuable in  connection  with stock  option or other  employee
      benefit  plans,  then the Company shall send to each Holder written notice
      of such  determination  and, if within  fifteen days after receipt of such
      notice,  any such Holder  shall so request in writing,  the Company  shall
      include in such registration statement all or any part of such Registrable
      Securities such holder requests to be registered to the extent the Company
      may do so without violating  registration  rights of others which exist as
      of the date of this Agreement,  subject to customary  underwriter cutbacks
      applicable to all holders of registration  rights and subject to obtaining
      any required consent of any selling stockholder(s) to such inclusion under
      such registration statement.

            (f)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented,  and waivers or consents to departures  from the  provisions
      hereof may not be given, unless the


                                       10
<PAGE>

      same shall be in writing  and signed by the Company and the Holders of the
      then outstanding Registrable Securities.  Notwithstanding the foregoing, a
      waiver or consent to depart from the  provisions  hereof with respect to a
      matter that relates  exclusively to the rights of certain Holders and that
      does not directly or indirectly  affect the rights of other Holders may be
      given by Holders of at least a majority of the  Registrable  Securities to
      which  such  waiver  or  consent  relates;  provided,  however,  that  the
      provisions of this sentence may not be amended,  modified, or supplemented
      except in  accordance  with the  provisions of the  immediately  preceding
      sentence.

            (g)  Notices.  Any notice or request  hereunder  may be given to the
      Company or the Purchaser at the respective addresses set forth below or as
      may  hereafter be specified in a notice  designated as a change of address
      under this Section 7(g). Any notice or request hereunder shall be given by
      registered or certified  mail,  return receipt  requested,  hand delivery,
      overnight  mail,  Federal  Express or other  national  overnight  next day
      carrier (collectively, "Courier") or telecopy (confirmed by mail). Notices
      and requests  shall be, in the case of those by hand  delivery,  deemed to
      have been given when  delivered to any party to whom it is  addressed,  in
      the case of those by mail or  overnight  mail,  deemed to have been  given
      three (3) business days after the date when  deposited in the mail or with
      the overnight  mail carrier,  in the case of a Courier,  the next business
      day following timely delivery of the package with the Courier, and, in the
      case of a telecopy,  when  confirmed.  The  address  for such  notices and
      communications shall be as follows:

            If to the Company:              eLEC Communications Corp.
                                            75 South Broadway, Suite 302
                                            White Plains, NY 10601

                                            Attention:  Chief Financial Officer
                                            Facsimile:  914-682-0820

            with a copy to:                 Pryor Cashman Sherman & Flynn LLP
                                            410 Park Avenue
                                            New York, NY  10022

                                            Attention:  Eric M. Hellige, Esq.
                                            Facsimile:  212-798-6380

            If to a Purchaser:              To the address set forth under such
                                            Purchaser name on the signature
                                            pages hereto.

            If to any other Person who is
            then the registered Holder:     \To the address of such Holder as it
                                            appears in the stock transfer books
                                            of the Company

      or such other address as may be designated in writing hereafter in
      accordance with this Section 7(g) by such Person.


                                       11
<PAGE>

            (h)  Successors  and  Assigns.  This  Agreement  shall  inure to the
      benefit of and be binding upon the  successors  and  permitted  assigns of
      each of the parties and shall  inure to the  benefit of each  Holder.  The
      Company  may not assign its rights or  obligations  hereunder  without the
      prior  written  consent  of  each  Holder.  Each  Holder  may  assign  its
      respective  rights hereunder in the manner and to the Persons as permitted
      under the  Notes  and the  Securities  Purchase  Agreement  with the prior
      written  consent of the Company,  which consent shall not be  unreasonably
      withheld.

            (i) Execution and  Counterparts.  This  Agreement may be executed in
      any number of counterparts, each of which when so executed shall be deemed
      to be an original and, all of which taken  together  shall  constitute one
      and the same  Agreement.  In the event that any  signature is delivered by
      facsimile  transmission,  such  signature  shall  create  a valid  binding
      obligation of the party  executing  (or on whose behalf such  signature is
      executed)  the same with the same  force and  effect as if such  facsimile
      signature were the original thereof.

            (j)  Governing  Law.  All  questions  concerning  the  construction,
      validity,  enforcement  and  interpretation  of this  Agreement  shall  be
      governed by and  construed  and enforced in  accordance  with the internal
      laws of the  State  of New  York,  without  regard  to the  principles  of
      conflicts  of  law  thereof.   Each  party  agrees  that  all  Proceedings
      concerning   the   interpretations,   enforcement   and   defense  of  the
      transactions contemplated by this Agreement shall be commenced exclusively
      in the state and federal courts  sitting in the City of New York,  Borough
      of  Manhattan.  Each  party  hereto  hereby  irrevocably  submits  to  the
      exclusive jurisdiction of the state and federal courts sitting in the City
      of New York,  Borough of  Manhattan  for the  adjudication  of any dispute
      hereunder or in connection  herewith or with any transaction  contemplated
      hereby or discussed herein, and hereby irrevocably  waives, and agrees not
      to assert in any Proceeding,  any claim that it is not personally  subject
      to the  jurisdiction of any such court,  that such Proceeding is improper.
      Each party hereto hereby  irrevocably  waives personal  service of process
      and consents to process  being served in any such  Proceeding by mailing a
      copy thereof via registered or certified mail or overnight  delivery (with
      evidence of  delivery)  to such party at the address in effect for notices
      to it under this  Agreement and agrees that such service shall  constitute
      good and  sufficient  service  of  process  and  notice  thereof.  Nothing
      contained  herein  shall be  deemed to limit in any way any right to serve
      process  in  any  manner  permitted  by  law.  Each  party  hereto  hereby
      irrevocably waives, to the fullest extent permitted by applicable law, any
      and all right to trial by jury in any legal  proceeding  arising out of or
      relating to this Agreement or the  transactions  contemplated  hereby.  If
      either party shall  commence a Proceeding  to enforce any  provisions of a
      Transaction  Document,  then the prevailing party in such Proceeding shall
      be reimbursed  by the other party for its  reasonable  attorneys  fees and
      other costs and expenses incurred with the investigation,  preparation and
      prosecution of such Proceeding.

            (k) Cumulative Remedies. The remedies provided herein are cumulative
      and not exclusive of any remedies provided by law.


                                       12
<PAGE>

            (l) Severability. If any term, provision, covenant or restriction of
      this Agreement is held by a court of competent jurisdiction to be invalid,
      illegal,  void or unenforceable,  the remainder of the terms,  provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected,  impaired or invalidated,  and the
      parties  hereto shall use their  reasonable  efforts to find and employ an
      alternative  means to achieve the same or substantially the same result as
      that contemplated by such term, provision,  covenant or restriction. It is
      hereby  stipulated  and  declared to be the  intention of the parties that
      they would have executed the remaining  terms,  provisions,  covenants and
      restrictions  without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

            (m) Headings.  The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

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


                                       13
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

eLEC COMMUNICATIONS CORP.            LAURUS MASTER FUND, LTD.


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

                                     Address for Notices:

                                     825 Third Avenue - 14th Floor
                                     New York, NY  10022
                                     Attention: David Grin
                                     Facsimile: 212-541-4434

<PAGE>

                                                                       EXHIBIT A

                                [Month __, 2005]

Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey  07016

Attention:  Ms. Gleidy Palomino Pinho

       Re: eLEC Communications Corp. Registration Statement on Form SB-2
           -------------------------------------------------------------

Ladies and Gentlemen:

      As counsel  to eLEC  Communications  Corp.,  a New York  corporation  (the
"Company"),  we have been  requested to render our opinion to you in  connection
with the resale by the  individuals  or  entitles  listed on Schedule A attached
hereto (the  "Selling  Stockholders"),  of an aggregate of [amount]  shares (the
"Shares") of the Company's Common Stock.

      The Company's  Registration  Statement on Form SB-2 (Reg.  No.  333-_____)
under the  Securities  Act of 1933, as amended (the "Act"),  with respect to the
resale of the Shares was  declared  effective  by the  Securities  and  Exchange
Commission on [date]. Enclosed is a copy of the Prospectus dated [date] included
in the Registration  Statement.  We understand that the Shares are to be offered
and sold in the manner described in the Prospectus.

      Based upon the foregoing,  upon request by the Selling Stockholders at any
time while the Registration Statement remains effective,  it is our opinion that
the Shares have been  registered  for resale under the Act and new  certificates
evidencing  the Shares upon their  transfer by the Selling  Stockholders  may be
issued  without  restrictive  legend.  We will  advise  you if the  Registration
Statement is not available or effective at any point in the future.

                                          Very truly yours,

                                          [Company counsel]

<PAGE>

                                                                      Schedule A

Selling Stockholder                                               Shares
-------------------                                            Being Offered
                                                               -------------
</TEXT>
</DOCUMENT>
