Exhibit 10.8 

.REAFFIRMATION AND RATIFICATION AGREEMENT 

September 28, 2007 

Laurus Master Fund, Ltd. 

c/o Laurus Capital Management, LLC 

355 Madison Avenue 

New York, New York 10017 

Ladies and Gentlemen: 

          Reference is made to the (a) Securities Purchase Agreement dated as of November 30, 

2005 by and between eLEC Communications Corp., a New York corporation (the “Company”), 

and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”) (as amended, modified or 

supplemented from time to time, the “November 2005 Securities Purchase Agreement”); (b) 

Securities Purchase Agreement dated as of May 31, 2006 by and between the Company and 

Laurus (as amended, modified or supplemented from time to time, the “May 2006 Securities 

Purchase Agreement” and together with the November 2005 Securities Purchase Agreement, 

the “Laurus Securities Purchase Agreements” and each a “Laurus Securities Purchase 

Agreement”); (c) the Subsidiary Guaranty dated as of February 8, 2005 made by Telecarrier 

Services, Inc., a Delaware corporation (“Telecarrier”), Vox Communications Corp., a Delaware 

corporation (“Vox”), New Rochelle Telephone Corp, a New York corporation (“New 

Rochelle”), AVI Holding Corp, a Texas corporation (“AVI”) TelcoSoftware.com Corp., a 

Delaware corporation (“Telco”) and Line One, Inc. a New York corporation (“Line One”, and 

together with Vox, AVI and Telco, the “Guarantors”) in favor of Laurus (as amended, modified 

or supplemented from time to time, the “Subsidiary Guaranty”), (d) Master Security 

Agreement dated as of February 8, 2005 made by the Company, the Guarantors, Telecarrier and 

New Rochelle in favor of Laurus (as amended, modified or supplemented from time to time, the 

“Master Security Agreement”) and (e) Stock Pledge Agreement dated as of February 8, 2005 

made by the Company, in favor of Laurus (as amended, modified or supplemented from time to 

time, the “Stock Pledge Agreement”) (the Securities Purchase Agreements, the Subsidiary 

Guaranty, the Master Security Agreement and the Stock Pledge Agreement, collectively, the 

“Existing Laurus Agreements”). 

          To induce (a) Kallina Corporation (“Kallina”), Valens Offshore SPV II, LLC (“Valens”, 

and collectively with Kallina, the “Purchasers”) and LV Administrative Services, LLC, as 

administrative and collateral agent for the Purchasers (the “Agent”) to provide financial 

accommodations to the Company and enter into (i) that certain Securities Purchase Agreement 

dated as of the date hereof among the Company, the Purchasers, the other purchasers from time 

to time party thereto and the Agent (as amended, modified or supplemented from time to time, 

the “September 2007 Securities Purchase Agreement”) and (ii) the Related Agreements (as 

defined in the September 2007 Securities Purchase Agreement, together with the September 

2007 Securities Purchase Agreement, the “Valens Agreements”) and (b) Laurus to agree certain 

amendments to the Notes as set forth in (i) that certain Amended and Restated Secured Term 

Note made by the Company in favor of Laurus in the original principal amount of $1,428,000 

and (ii) that certain Third Amended and Restated Secured Term Note made by the Company in 

favor of Laurus in the original principal amount of $1,966,667 (collectively, the “Amended 

Laurus Notes”), each of the Company and the Guarantors hereby: 

                    a.   represents and warrants to Laurus that it has reviewed and approved the 

terms and provisions of each of the Valens Agreements, the Amended Laurus Notes and the 

documents, instruments and agreements entered into in connection therewith; 

                    b.   acknowledges, ratifies and confirms that all of the terms, conditions, 

representations and covenants contained in the Existing Laurus Agreements are in full force and 

effect and shall remain in full force and effect after giving effect to the execution and 

effectiveness of each of the Valens Agreements and the Amended Laurus Notes (provided that 

the representations and warranties made by the Company in the Existing Laurus Agreements 

shall be true and correct only as of the date of such agreements);   

                    c.   represents and warrants that no offsets, counterclaims or defenses exist as 

of the date hereof with respect to any of the undersigned’s obligations under any Existing Laurus 

Agreements;     

                    d.   acknowledges, ratifies and confirms the grant by each of the Company and 

the Guarantors to Laurus of a security interest in the assets of (including the equity interests 

owned by) each of the Company and the Guarantors, respectively, as more specifically set forth 

in the Existing Laurus Agreements, as applicable (the “Security Interest Grants”) and (ii) that 

the Security Interest Grants secure all the Obligations (as defined in the Existing Laurus 

Agreements); and     

                    e.   acknowledges and confirms that (i) the occurrence of an Event of Default 

under any of the Existing Laurus Agreements shall constitute an Event of Default under the 

Valens Agreements and (ii) the occurrence of an Event of Default under any of the Valens 

Agreements shall constitute an Event of Default under the Existing Laurus Agreements. 

          This letter agreement shall be governed by and construed in accordance with the laws of 

the State of New York without regard to the conflicts of law provisions thereof. 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 or electronic transmission shall 

be deemed to be an original signature hereto.   

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In Witness Whereof, the undersigned have executed this Reaffirmation and Ratification
Agreement this 28th day of September, 2007.
	eLEC COMMUNICATIONS CORP.
	By: /s/ Paul H. Riss
	Name: Paul H. Riss
	Title: Chief Executive Officer
	Address: 75 South Broadway, Suite 302, White
	Plains, NY 10602
	Facsimile: 914-682-0820
	VOX COMMUNICATIONS CORP.
	By: /s/ Paul H. Riss
	Name: Paul H. Riss
	Title: Chief Executive Officer
	Address: 75 South Broadway, Suite 302, White
	Plains, NY 10602
	Facsimile: 914-682-0820
	AVI HOLDING CORP.
	By: /s/ Paul H. Riss
	Name: Paul H. Riss
	Title: Chief Executive Officer
	Address: 75 South Broadway, Suite 302, White
	Plains, NY 10602
	Facsimile: 914-682-0820
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	TELCOSOFTWARE.COM CORP.
	By: /s/ Paul H. Riss
	Name: Paul H. Riss
	Title: Chief Executive Officer
	Address: 75 South Broadway, Suite 302, White
	Plains, NY 10602
	Facsimile: 914-682-0820
	LINE ONE, INC.
	By: /s/ Paul H. Riss
	Name: Paul H. Riss
	Title: Chief Executive Officer
	Address: 75 South Broadway, Suite 302, White
	Plains, NY 10602
	Facsimile: 914-682-0820
Acknowledged and Agreed to by:
LAURUS MASTER FUND, LTD.
By: /s/ Pat Regan
Name: Pat Regan
Title: Senior Managing Director
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