8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

_____________________

Date of report: December 12, 2008

(Date of earliest event reported)

PERVASIP CORP.

(Exact name of Registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

0-4465	13-2511270
(Commission File No.)	(I.R.S. Employer
	Identification No.)

75 South Broadway, Suite 400

White Plains, New York 10601

 (Address of principal executive offices; zip code)

(914) 620-1500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01.  Entry into a Material Definitive Agreement.

Effective December 12, 2008, Pervasip Corp. (the “Company”) consummated a private placement pursuant to which the Company borrowed $600,000 from Valens Offshore SPV I Ltd. (the “Investor”) and issued to the Investor an amended and restated secured term note in the principal amount of $1,100,000 (the “Note”), which represented an increase of $600,000 to an original borrowing of $500,000 from the Investor on October 15, 2008.  The Investor is an “accredited investor” (as such term is defined in the rules promulgated under the Securities Act of 1933, as amended).

Proceeds of the loan were deposited in a restricted cash account and will be released to the Company during December 2008 through February 2009 to pay operating expenses upon request of the Company and in the sole discretion of the Investor.

The following describes certain of the material terms of the financing transaction with the Investor.  The description below is not a complete description of the material terms of the transaction and is qualified in its entirety by reference to the agreements entered into in connection with the transaction, copies of which are included as exhibits to this Current Report on Form 8-K:

Note Maturity Date, Principal Amount and Interest Rate.  Absent earlier redemption with no redemption premium payable by the Company, the Note matures on September 28, 2010 (the “Maturity Date”).  The principal amount of the Note is $1,100,000, an increase of $600,000 from the amount that was originally borrowed on October 15, 2008.  Interest will accrue on the unpaid principal on the Note at a rate per annum equal to fifteen percent (15%) calculated on the basis of a 360-day year.

Payment of Interest and Principal.  Interest will be payable monthly in arrears, on the first business day of each consecutive calendar month through and including the Maturity Date.  Principal payments on the Notes are due and payable on the Maturity Date.

Security for Note.  The Note is secured by a blanket lien on substantially all of the Company’s assets pursuant to the terms of security agreements executed by the Company and its subsidiaries in favor of the Investor, certain affiliates of the Investor (“Investor Affiliates”) and a collateral agent for the Investor.  The Investor Affiliates hold four notes of the Company (“Other Notes”) in an aggregate principal amount of $9,167,020 that are secured by the same assets that secure the Note.  In addition, the Company has pledged its ownership interests in its subsidiaries pursuant to stock pledge agreements executed by the Company in favor of the Investor, the Investor Affiliates and a collateral agent for the Investor and the Investor Affiliates securing the Company’s obligations under the Note and Other Notes.  If an event of default occurs under the security agreement, the stock pledge agreement, the Other Notes or the Note, the secured parties have the right to accelerate payments under all promissory notes with the Investor or the Investor Affiliates and in addition to any other remedies available to them, to foreclose upon the assets securing such promissory notes.

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SECTION 2 – FINANCIAL INFORMATION

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by reference, for a description of the terms of the sale of the Note to the Investor.

SECTION 9 – FINANCIAL STATEMENT AND EXHIBITS

Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits.

Number	Documents
10.1	Letter Agreement dated as of December 12, 2008, among Pervasip Corp., LV Administrative Services, Inc. and Valens Offshore SPV I, Ltd.

10.2 Second Amended and Restated Secured Term Note, dated as of December 12, 2008, of Pervasip Corp. to Valens Offshore SPV I, Corp.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERVASIP CORP.
Date: December 18, 2008	By:	/s/ Paul H. Riss
		Paul H. Riss
		Chief Executive Officer

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EX-10.1

LETTER AGREEMENT

December 12, 2008

Pervasip Corp.

75 South Broadway, Suite 302

White Plains, NY 10601

Attention:  CEO

Re: Amendment to Loan Documents

Ladies and Gentlemen:

Reference is made to (i) the Securities Purchase Agreement dated as of May 28, 2008 between Pervasip Corp. (the “Company”), LV Administrative Services, Inc. (the “Agent”), and the Purchasers from time to time party thereto, including Valens Offshore SPV I, Ltd. (“Valens Offshore”) (collectively, the “Purchasers” and together with the Agent, the “Creditor Parties”) (as amended, restated, modified and/or supplemented from time to time, the “Purchase Agreement”), (ii) the Amended and Restated Secured Term Note effective as of October 15, 2008 made by the Company in favor of Valens Offshore (as amended, restated, modified and/or supplemented from time to time, the “Second Term Note”), (iii) the Amended and Restated Master Security Agreement dated as of November 1, 2008 from the Company, certain Subsidiaries of the Company in favor of the Agent (as amended, restated, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Stock Pledge Agreement dated May 28, 2008 by and among the Company, certain Subsidiaries of the Company and Agent (as amended, restated, modified and/or supplemented from time to time, the “Stock Pledge Agreement”),(v) the Subsidiary Guaranty dated May 28, 2008 by certain Subsidiaries in favor of the Company (as amended, restated, modified and/or supplemented from time to time, the “Subsidiary Guaranty”), and (vi) the Amended and Restated Restricted Account Side Letter dated as of October 27, 2008 between the Agent, Valens Offshore and the Company (as amended, restated, modified and/or supplemented from time to time, the “Restricted Account Side Letter” and together with the Purchase Agreement, the Second Term Note, the Master Security Agreement, the Stock Pledge Agreement, the Restricted Account Side Letter and the Related Agreements referred to in the Purchase Agreement, the “Existing Agreements”).  Capitalized terms used herein that are not defined shall have the meanings given to them in the Existing Agreements, as applicable.

The Company and the Creditor Parties have agreed to make certain changes to the Purchase Agreement.

In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

(a) Subject to satisfaction of the conditions precedent set forth below, the Purchase Agreement is hereby amended as follows:

(i) Section 1(b) of the Purchase Agreement is hereby amended by deleting the phrase “FIVE HUNDRED THOUSAND DOLLARS ($500,000)” and inserting “ONE MILLION ONE HUNDRED THOUSAND DOLLARS ($1,100,000)” in lieu thereof.

(ii) All references to the term “Second Term Note” as set forth in the Purchase Agreement shall hereafter be deemed to refer to the Second Amended and Restated Secured Term Note (as defined below).

(b) The Second Term Note is hereby amended and restated in the form attached hereto as Exhibit A (the “Second Amended and Restated Secured Term Note”).  For the avoidance of doubt, the amendment and restatement of the Second Term Note as set forth in this clause (b) shall be in substitution for and not in satisfaction of the Second Term Note.

(c) The Restricted Account Side Letter is hereby amended and restated in the form attached hereto as Exhibit B (the “Second Amended and Restated Side Letter”).

(d) To induce the Creditor Parties to, among other things, agree to the amendments set forth above and for Valens Offshore I to provide additional financial accommodations to the Company as evidenced by the Second Amended and Restated Secured Term Note, each of the undersigned (other than the Creditor Parties):

(i) acknowledges, ratifies and confirms that all of the terms, conditions, representations and covenants contained in the Existing Agreements to which it is a party are in full force and effect and shall remain in full force and effect after giving effect to the execution and effectiveness of this letter agreement and all of the instruments, documents and agreements contemplated hereby, including without limitation, the Second Amended and Restated Secured Term Note, the Second Amended and Restated Side Letter and the documents, instruments and agreements entered into in connection therewith (collectively, the “New Agreements”);

(ii) acknowledges, ratifies and confirms that the defined term “Obligations” under (i) the Master Security Agreement, (ii) the Stock Pledge Agreement and (iii) the Subsidiary Guaranty, include, without limitation, all obligations and liabilities of the Company and the Subsidiaries under the New Agreements;

(iii) acknowledges, ratifies and confirms that the defined term “Documents” under, and as defined in, each of the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty, include, without limitation, all obligations and liabilities of the Company and the Subsidiaries under the New Agreements.

(iv) acknowledges and confirms that (A) the occurrence of a breach and/or an Event of Default under any of the New Agreements shall constitute a breach and/or an Event of Default under each of the Existing Agreements and (B) the occurrence of a breach and/or an Event of Default under any of the Existing Agreements shall constitute a breach and/or an Event of Default under the New Agreements;

(v) represents and warrants that no offsets, counterclaims or defenses exist as of the date hereof with respect to the undersigned’s obligations under the Existing Agreements to which they are a party;

(vi) acknowledges, ratifies and confirms the grant by the Company and the Subsidiaries to the Creditor Parties of a security interest in the assets of (including the equity interest owned by) each of the Company and the Subsidiaries, as more specifically set forth in the Existing Agreements.

(vii) represents and warrants that (A) all of the representations made by or on behalf of the undersigned in the Existing Agreements to which it is a party are true and correct in all material respects on and as of the date hereof; (B) each of the undersigned has the corporate power and authority to execute and deliver the New Agreements to which it is a party; (iii) all corporate action on the part of each of the undersigned (including their respective officers and directors) necessary for the authorization of the New Agreements, the performance of all obligations of the undersigned hereunder and thereunder and, the authorization, sale, issuance and delivery of the Second Term Note has been taken; and (iv) the New Agreements, when executed and delivered and, to the extent it is a party thereto, will be valid and binding obligations of the undersigned; and

(viii) releases, remises, acquits and forever discharges each Creditor Party and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to this letter agreement, the Existing Agreements, the New Agreements and any other document, instrument or agreement made by the undersigned in favor of the Creditor Parties.

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(e) This letter agreement shall become effective upon satisfaction of the following conditions precedent:  (i) such certificates, instruments, documents, agreements and opinions of counsel as may be required by the Creditor Parties, each of which shall be in form and substance satisfactory to the Creditor Parties, (ii) the Company shall have reimbursed the Creditor Parties for the full amount of all of the Creditor Parties attorneys’ fees and costs incurred in connection with the preparation and negotiation of the letter agreement and each of the other New Agreements and in connection with the closing of the transactions described herein and therein.

(f) In consideration of the above, the Company shall pay to Valens Capital Management, LLC, the investment manager of Valens Offshore I (“VCM”), a non-refundable payment in an amount equal to $9,000.00 (the “VCM Payment”).  The VCM Payment shall be deemed fully earned on the date hereof and shall not be subject to rebate or proration for any reason.

(g) The Company further agrees to pay an amount equal to $12,000 to Valens Offshore I (the “Valens Offshore I Payment”).  The parties hereto agree that the fair market value of the Valens Offshore I Payment (as reasonably determined by the parties) is hereby designated as additional interest.  The parties agree to file all applicable tax returns in accordance with such characterization and shall not take a position on any tax return or in any judicial or administrative proceeding that is inconsistent with such characterization.  Notwithstanding the foregoing, nothing contained in this paragraph shall or shall be deemed to impair in any manner whatsoever the Company’s obligations from time to time owing to Valens Offshore I under the New Agreements.

The payments set forth in sections (f) and (g) above shall be paid at closing out of funds held pursuant to a funds escrow agreement for the purchase of the Second Term Note and a disbursement letter executed in connection herewith.

(h) Nothing contained herein shall (i) limit in any manner whatsoever the Company’s, each Subsidiary and each other Person’s obligation to comply with, and the Creditor Parties right to insist on the Company’s, the Subsidiaries and such other Person’s compliance with, each and every term of the Existing Agreements, or (ii) constitute a waiver of any Event of Default or any right or remedy available to any of the Creditor Parties, or of the Company’s, the Subsidiaries or any other Person’s obligation to pay and perform all of its obligations, in each case whether arising under the Existing Agreements, applicable law and/or in equity, all of which rights and remedies howsoever arising are hereby expressly reserved, are not waived and may be exercised by any of the Creditor Parties at any time.

(i) The Company acknowledges that it has an affirmative obligation to make prompt public disclosure of material agreements and material amendments to the Existing Agreements.  The Company intends to file a Form 8-K with respect to the transactions contemplated by this letter agreement no later than four (4) Business Days following the date hereof, a copy of which shall be delivered to the Creditor Parties.

(j) Except as specifically amended herein, the Existing Agreements shall remain in full force and effect, and are hereby ratified and confirmed.  The execution, delivery and effectiveness of this letter agreement shall not operate as a waiver of any right, power or remedy of any of the Creditor Parties, nor constitute a waiver of any provision of any of the Existing Agreements.  This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York.

(k) This letter agreement may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.  Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

(l) This letter agreement is consented and agreed to by Valens Offshore SPV II, Corp. the Company and certain Subsidiaries of the Company.

Very truly yours,

VALENS OFFSHORE SPV I, LTD.

By: Valens Capital Management, LLC, its investment manager

By: /s/ Pat Regan                                                                              

Name: Pat Regan                                                                               

Title: Authorized Signatory

LV ADMINISTRATIVE SERVICES, INC.

as Agent

By: /s/ Pat Regan                                                                              

Name: Pat Regan                                                                               

Title: Authorized Signatory

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CONSENTED AND AGREED TO:

PERVASIP CORP.

(f/k/a eLEC Communications Corp.)

By:  /s/ Paul H Riss

Name: Paul H. Riss

Title: CEO

VOX COMMUNICATIONS CORP.

By:  /s/ Paul H Riss

Name: Paul H. Riss

Title: CEO

AVI HOLDING CORP.

By:  /s/ Paul H Riss

Name: Paul H. Riss

Title: CEO

TELCOSOFTWARE.COM CORP.

By:  /s/ Paul H Riss

Name: Paul H. Riss

Title: CEO

LINE ONE, INC.

By:  /s/ Paul H Riss

Name: Paul H. Riss

Title: CEO

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EX-10.2

Exhibit 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  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 PERVASIP CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

THIS NOTE IS REGISTERED WITH THE AGENT PURSUANT TO SECTION 11.4(B) OF THE PURCHASE AGREEMENT (AS DEFINED BELOW).  TRANSFER OF ALL OR ANY PORTION OF THIS NOTE IS PERMITTED SUBJECT TO THE PROVISIONS SET FORTH IN SUCH SECTION 11.4(B) WHICH REQUIRE, AMONG OTHER THINGS, THAT NO TRANSFER IS EFFECTIVE UNTIL THE TRANSFEREE IS REFLECTED AS SUCH ON THE REGISTRY MAINTAINED WITH THE AGENT PURSUANT TO SUCH SECTION 11.4(B).

SECOND AMENDED AND RESTATED SECURED TERM NOTE

FOR VALUE RECEIVED, PERVASIP CORP. (f/k/a eLEC Communications Corp.), a New York corporation (the “Company”), hereby promises to pay to VALENS OFFSHORE SPV I, LTD. (the “Holder”) or its registered assigns or successors in interest, the sum of ONE MILLION ONE HUNDRED THOUSAND DOLLARS ($1,100,000), together with any accrued and unpaid interest hereon, on September 28, 2010 (the “Maturity Date”) if not sooner paid.

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement dated as of May 28, 2008 (as amended, restated, modified and/or supplemented from time to time, the “Purchase Agreement”) among the Company, the Holder, Valens Offshore SPV II, Corp., each other Purchaser and LV Administrative Services, Inc., as administrative and collateral agent for the Purchasers (the “Agent” together with the Purchasers, collectively, the “Creditor Parties”).

The following terms shall apply to this Secured Term Note (this “Note”):

ARTICLE I

CONTRACT RATE AND AMORTIZATION

1.1 Contract Rate.  Subject to Sections 2.2 and 3.10, interest payable on the outstanding principal amount of this Note (the “Principal Amount”) shall accrue at a rate per annum equal to fifteen percent (15%) (the “Contract Rate”).  Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, commencing on November 1, 2008, and on the first business day of each succeeding month thereafter through and including the Maturity Date.

1.2 Principal Payments.  The Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date.

1.3 Optional Redemption.  The Company may prepay this Note (“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time 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 other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below).  The Company 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”).  On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder.  In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.  If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

ARTICLE II

EVENTS OF DEFAULT

2.1 Events of Default.  The occurrence of any of the following events set forth in this Section 2.1 shall constitute an event of default (“Event of Default”) hereunder:

(a) Failure to Pay.  The Company fails to pay when due any installment of principal, interest or other fees hereon in accordance herewith, or the Company fails to pay any of the other Obligations (under and as defined in the Master Security Agreement) when due, and, in any such case, such failure shall continue for a period of three (3) days following the date upon which any such payment was due;

(b) Breach of Covenant.  The Company or any of its Subsidiaries breaches any covenant or any other term or condition of this Note in any material respect and 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, warranty or statement made or furnished by the Company or any of its Subsidiaries in this Note, the Purchase Agreement or any other Related Agreement shall at any time be false or misleading in any material respect on the date as of which made or deemed made.

(d) Default Under Other Agreements.  The occurrence of any default (or similar term) in the observance or performance of any other agreement or condition relating to any indebtedness or contingent obligation of the Company or any of its Subsidiaries (including, without limitation, the Subordinated Debt (as defined below)) beyond the period of grace (if any), the effect of which default is to cause, or permit the holder or holders of such indebtedness or beneficiary or beneficiaries of such contingent obligation to cause, such indebtedness to become due prior to its stated maturity or such contingent obligation to become payable;

(e) Bankruptcy.  The Company or any of its Subsidiaries shall (i) apply for, consent to or suffer to exist the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, without challenge within ten (10) days of the filing thereof, or failure to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing;

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(f) Judgments.  Attachments or levies in excess of $250,000 in the aggregate are made upon the Company or any of its Subsidiary’s assets or a judgment is rendered against the Company’s property involving a liability of more than $250,000 which shall not have been vacated, discharged, stayed or bonded within thirty (30) days from the entry thereof;

(g) Insolvency.  The Company or any of its Subsidiaries shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

(h) Change of Control.  A Change of Control (as defined below) shall occur with respect to the Company, unless Holder shall have expressly consented to such Change of Control in writing.  A “Change of Control” shall mean any event or circumstance as a result of which (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), other than the Holder, 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 any Company (other than a “Person” or “group” that beneficially owns 35% or more of such outstanding voting equity interests of the Company on the date hereof), (ii) the Board of Directors of the Company shall cease to consist of a majority of the Company’s board of directors on the date hereof (or directors appointed by a majority of the board of directors in effect immediately prior to such appointment) or (iii) the Company or any of its Subsidiaries merges or consolidates with, or sells all or substantially all of its assets to, any other person or entity;

(i) Indictment; Proceedings.  The indictment or threatened indictment of the Company or any of its Subsidiaries or any executive officer of the Company or any of its Subsidiaries under any criminal statute, or commencement or threatened commencement of criminal or civil proceeding against the Company or any of its Subsidiaries or any executive officer of the Company or any of its Subsidiaries pursuant to which statute or proceeding penalties or remedies sought or available include forfeiture of any of the property of the Company or any of its Subsidiaries;

(j) The Purchase Agreement and Related Agreements.  (i) An Event of Default shall occur under and as defined in (A) the Purchase Agreement or any other Related Agreement, (B) that certain Securities Purchase Agreement dated as of November 30, 2005 (as amended, modified and/or supplemented from time to time, the “November 2005 Purchase Agreement”) by and between the Company and Valens Offshore SPV I, Ltd. (as assignee of Laurus Master Fund, Ltd.) or any other Related Agreement (as defined in the November 2005 Purchase Agreement)(collectively, the “November 2005 Related Agreements”), (C) that certain Securities Purchase Agreement dated as of May 31, 2006 (as amended, modified and/or supplemented from time to time, the “May 2006 Purchase Agreement”) by and between the Company and Valens Offshore SPV I, Ltd. (as assignee of Laurus Master Fund, Ltd.) or any other Related Agreement (as defined in the May 2006 Purchase Agreement)(collectively, the “May 2006 Related Agreements”) and/or (D) that certain Securities Purchase Agreement dated as of September 28, 2007 (as amended, modified and/or supplemented from time to time, the “September 2007 Purchase Agreement” and together with the Purchase Agreement, November 2005 Purchase Agreement and May 2006 Purchase Agreement, collectively, the “Valens Purchase Agreements” and each a “Valens Purchase Agreement”) by and among the Company, the purchasers from time to time party thereto and LV Administrative Services, Inc., as administrative and collateral agent, or any other Related Agreement (as defined in the September 2007 Purchase Agreement)(collectively, the “September 2007 Related Agreements” and together with the Related Agreements, November 2005 Related Agreements and May 2006 Related Agreements, collectively, the “Valens Related Agreements” and each a “Valens Related Agreement”) (ii) the Company or any of its Subsidiaries shall breach any term or provision of any Valens Purchase Agreement or any other Valens Related Agreement in any material respect and such breach, if capable of cure, continues unremedied for a period of fifteen (15) days after the occurrence thereof, (iii) the Company or any of its Subsidiaries attempts to terminate, challenges the validity of, or its liability under, any Valens Purchase Agreement or any other Valens Related Agreement, (iv) any proceeding shall be brought to challenge the validity, binding effect of any Valens Purchase Agreement or any other Valens Related Agreement or (v) any Valens Purchase Agreement or any other Valens Related Agreement ceases to be a valid, binding and enforceable obligation of the Company or any of its Subsidiaries (to the extent such persons or entities are a party thereto);

(k) the occurrence of an Event of Default under and as defined in any document, instrument or agreement by and between any Company and/or any guarantor of the Company’s indebtedness (the “Credit Parties”) and LV Administrative Services, Inc., as administrative and collateral agent, Valens Offshore SPV I, Ltd. and/or Valens Offshore SPV II, Corp. (and their respective assignees, collectively the “Creditor Parties”) shall constitute an Event of Default under and as defined in each other document, instrument and agreement by and between any Credit Party and any Creditor Party;

(l) 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 Company shall not 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;

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(m) Failure to Deliver Replacement Note.  The Company is required to issue a replacement Note to the Holder and the Company shall fail to deliver such replacement Note within seven (7) business days; or

(n) Subordinated Debt.  The Company or any of its Subsidiaries shall take or participate in any action which would be prohibited under the provisions of any subordination agreement governing any indebtedness for borrowed money of the Company or any of its Subsidiaries which has been subordinated in right of payment to the obligations hereunder (“Subordinated Debt”) or make any payment on the Subordinated Debt to a person or entity that was not entitled to receive such payments under the provisions of any subordination agreement governing such Subordinated Debt.

2.2 Default Interest.  Following the occurrence and during the continuance of an Event of Default, the Company shall pay additional interest on the outstanding principal balance of this Note in an amount equal to nine percent (9%) per annum, and all outstanding obligations under this Note, the Purchase Agreement and each other Related Agreement, including unpaid interest, shall continue to accrue interest at such additional interest rate from the date of such Event of Default until the date such Event of Default is cured or waived.

2.3 Default Payment.  Following the occurrence and during the continuance of an Event of Default, the Agent may demand repayment in full of all obligations and liabilities owing by the Company 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 Agent under the Purchase Agreement and the other Related Agreements and all obligations and liabilities of the Company under the Purchase Agreement and the other Related Agreements, to require the Company to make a Default Payment (“Default Payment”).  The Default Payment shall be one hundred ten percent (110%) of the outstanding principal amount of this Note, plus accrued but unpaid interest, all other fees then remaining unpaid, and all other amounts payable hereunder.  The Default Payment shall be due and payable immediately on the date that the Agent has exercised its rights pursuant to this Section 2.3.

ARTICLE III

MISCELLANEOUS

3.1 Issuance of New Note.  Upon any partial redemption of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Company to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.  Subject to the provisions of Article II of this Note, the Company shall not pay any costs, fees or any other consideration to the Holder for the production and issuance of a new Note.

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

3.3 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.

3.4 Notices.  Any notice herein required or permitted to be given shall be given in writing in accordance with the terms of the Purchase Agreement.

3.5 Amendment Provision.  The term “Note” and all references thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument as such successor instrument may be amended or supplemented.

3.6 Assignability.  This Note shall be binding upon the Company 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.  The Company may not assign any of its obligations under this Note without the prior written consent of the Holder, any such purported assignment without such consent being null and void.

3.7 Cost of Collection.  In case of the occurrence of an Event of Default under this Note, the Company shall pay the Holder’s reasonable costs of collection, including reasonable attorneys’ fees.

3.8 Governing Law, Jurisdiction and Waiver of Jury Trial.

(a) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

(b) THE COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE OR ANY OF THE OTHER RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR ANY OF THE RELATED AGREEMENTS; PROVIDED, THAT THE COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE HOLDER.  THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.  THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE COMPANY’S ACTUAL RECEIPT THEREOF.

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(c) THE COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY HERETO WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE HOLDER AND THE COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY OTHER RELATED AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

3.9 Severability.  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.

3.10 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 rate permitted by such law, any payments in excess of such maximum rate shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

3.11 Security Interest and Guarantees.  The Holder and/or LV Administrative Services, Inc, as administrative and collateral agent, has been granted a security interest in certain assets of the Company and its Subsidiaries, and the obligations of the Company under this Note are guaranteed by certain Subsidiaries of the Company, in each case, as more fully described in the Valens Purchase Agreements and other Valens Related Agreements.

3.12 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.

3.13 Registered Obligation.  This Note shall be registered (and such registration shall thereafter be maintained) as set forth in Section 11.4(b) of the Purchase Agreement.  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 Company of this Note to the new holder or the issuance by the Company of a new instrument to the new holder or (ii) registration of such holder as an assignee in accordance with Section 11.4(b) of the Purchase Agreement.

3.14 Amendment and Restatement.  This Note amends and restates in its entirety (and is given in substitution for not in satisfaction of) that certain $500,000 Amended and Restated Secured Term Note effective as of October 15, 2008 executed by the Company in favor of the Holder.

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IN WITNESS WHEREOF, the Company has caused this Secured Term Note to be signed in its name effective as of this 12th day of December, 2008.

PERVASIP CORP. (f/k/a eLEC Communications Corp.)
By:	/s/ Paul H. Riss
	Name: Paul H. Riss
	Title: Chief Executive Officer

WITNESS:

/s/  Lauri Vertrees