Exhibit 10.2

                       ELEPHANT TALK COMMUNICATIONS, INC.

                           Convertible Promissory Note


                                                       Original Principal Amount
December 15, 2005                                                US$3,500,000.00
                                                                 ---------------


         ELEPHANT  TALK  COMMUNICATIONS,  INC.,  a California  corporation  (the
"Company"),  for value  received,  promises to pay to Rising Water Capital AG, a
company registered in Zug, Switzerland (the "Holder"),  located at Baarerstrasse
12, 6300 Zug, or its registered  assigns,  the principal sum of  US$3,500,000.00
(the "Principal  Amount").  The Company will pay to the Holder Payments (defined
below) of principal and accrued  interest thereon at the Interest Rate described
in Section 1 below from the date of  receipt  of funds  under this Note,  and to
which interest will be paid  (computed  daily on the basis of a year of 360 days
and the actual number of days elapsed),  until the entire  Principal  Amount and
accrued  interest have been paid, or until the Maturity  Date  described  below.
Payment shall be in the coin or currency of the United State of America which at
the time of payment is legal tender for the payment of public and private debts.
The Company  may, at its  option,  prepay this Note in whole or in part,  at any
time and from time to time, without premium or penalty.  All amounts received by
Holder  hereunder  from the Company shall be applied  first to accrued  interest
and, upon the payment of all accrued and unpaid  interest,  thereafter  shall be
applied against outstanding principal. The Company may borrow under the terms of
this Note, from time to time, from the Holder up to a maximum of US$3,500,00.00.
The  Company  will not enter into any  additional  financing  without  the prior
written  approval of the Holder,  and will provide to the Holder any  reasonable
detailed reporting and access to all Company information.

1.  Term;  Interest Rate.  This Note shall  have a term of thirty  (30)  months,
during which time interest on the Principal  Amount will accrue from the date of
this Note at an annual  interest  rate of 10%.  The Note will be paid in full at
the end of the  thirty  month  term  with a balloon  payment  of  principal  and
interest accrued.

2.  Payments.  The person in whose name the Note is  registered  at the close of
business on the last day of the calendar month preceding a Payment Date shall be
entitled to receive the Payment on the Payment Date.  Payments  shall be applied
first to  accrued  interest  and,  upon the  payment of all  accrued  and unpaid
interest,  thereafter shall be applied against the outstanding Principal Amount.
On the Maturity Date, the Company shall pay the Holder the entire unpaid portion
of the  Principal  Amount  of this  Note and all  accrued  and  unpaid  interest
thereon.  Subject to the  provisions  set forth in Section 3 with respect to the
conversion of the Note into common stock of the Company,  the Company may prepay
or redeem the Note at any time, in whole or in part, prior to the Maturity Date.
In case the Company  desires to prepay the Note,  Holder will have the option to
convert  the full or partial  amount of Note into  Common  Shares of the Company
during a thirty day period after being  informed of the  Company's  intention of


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prepayment  of the Note.  This Note does not entitle the Holder to any voting or
other rights as a shareholder of the Company,  or to any other rights whatsoever
except those expressly set forth herein. No dividends are payable or will accrue
on this Note.

3.  Conversion.  This Note shall be convertible  during the term, in whole or in
part,  into shares of common stock,  no par value (the "Common  Stock"),  at the
conversion  price of three and  one-half  cents  (US$0.035)  per share of Common
Stock (the "Conversion Price");  provided,  however, that this Note shall not be
convertible during the term when the Company has insufficient  authorized common
stock to issue to the  Holder  when a demand  for  conversion  is made.  In this
regard,  the  Company has agreed in Section 10 hereof to take  certain  steps as
promptly as  practicable  to assure that  sufficient  shares of common stock are
authorized to permit the full exercise of the Holder's conversion rights.

4.  Security.  The Note will be  secured  by shares  owned or to be owned by the
Company in the entities Beijing Chinawind Communications  Information Technology
Co. Ltd., ET Middle East and ETC Holding.

5.  Default.

         (a) Events of Default.  Each of the following shall constitute an event
of default (an "Event of Default") under this Note:

              (1) The failure to make any Payment to the Holder,  as required by
              Section 2 above,  when the same becomes due and  payable,  and the
              continuance of such failure for a period of thirty (30) days after
              such payment becomes due.

              (2) The failure to pay the portion of the Principal Amount of this
              Note  remaining  unpaid on the  Maturity  Date and all accrued and
              unpaid interest thereon,  as required by Section 2 above, when the
              same becomes due and payable,  and the continuance of such failure
              for a period of thirty (30) days after such payment becomes due.

              (3) The  failure  on the part of the  Company  duly to  perform or
              observe any other  agreement,  covenant,  term or condition hereof
              which  nonperformance  or nonobservance has continued for a period
              of  ninety  (90)  days  after  written   notice   specifying   the
              nonperformance  or  nonobservance  is received by the Company from
              the holder of the Note.

              (4)  Commencement  by the  Company  of a  voluntary  case or other
              proceeding seeking  liquidation,  reorganization,  or other relief
              with  respect  to  itself  or  its  debts  under  any  bankruptcy,
              insolvency,  or other  similar  laws now or  hereafter  in  effect
              seeking  the  appointment  of  a  trustee,  receiver,  liquidator,
              custodian, or other similar official of it or any substantial part
              of its  property,  or consent by the Company to any such relief or
              to the appointment of or taking possession by any such official in
              an involuntary case or other proceeding  commenced  against it, or
              the making of a general  assignment  for the benefit of creditors,
              or a failure generally to pay its debts as they become due.



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              (5) An  involuntary  case or other  proceeding  shall be commenced
              against the Company seeking liquidation,  reorganization, or other
              relief  with  respect  to it or its debts  under  any  bankruptcy,
              insolvency,  or other  similar  laws now or hereafter in effect or
              seeking  the  appointment  of  a  trustee,  receiver,  liquidator,
              custodian, or other similar official of it or any substantial part
              of its property,  and such  involuntary  case or other  proceeding
              shall remain  undismissed and unstayed for a period of ninety (90)
              consecutive days.

              (6) The Company  shall have,  after three  months from the date of
              this Note,  failed to file with the U.S.  Securities  and Exchange
              Commission a Definitive  Information  Statement on Schedule 14C or
              shall have failed to mail the same to  shareholders,  which filing
              and  mailing   relates  to  an   amendment   to  its  Articles  of
              Incorporation to increase the number of authorized shares from 255
              million  (250  million of common  stock and 5 million of preferred
              stock) to 655 million  (650  million of common stock and 5 million
              of preferred  stock). It shall also constitute an Event of Default
              if the Company  shall fail to amend,  within  three  months of the
              date of this Note, its Articles of  Incorporation  to increase its
              authorized  common stock with the Office of the Secretary of State
              of California.

         (b)  Remedy:  Acceleration  and  Conversion.  Upon the  occurrence  and
continuance  of an Event of  Default,  the Holder of the Note may,  by notice in
writing to the Company,  declare the entire unpaid  principal of the Note to be,
and all of the unpaid  principal  of the Note shall then be,  forthwith  due and
payable together with interest accrued  thereon.  Thereafter,  the remedy of the
Holder in the event of  nonpayment  by the Company  shall be  conversion of this
Note into Common Stock in accordance with Section 3 above or take the securities
in Section 4 as payment  towards the unpaid  principal of the Note together with
interest accrued thereon..

         (c) Waiver. The Holder of the Note may by written notice to the Company
waive any past Event of Default and its consequences.  On waiver, the underlying
Event of Default  shall be deemed cured for all purposes of the Note.  No waiver
shall  extend to a  subsequent  or other Event of  Default,  or impair any right
consequent thereto.

         (d) Rescission of  Acceleration.  The Holder of the Note may by written
notice to the Company  rescind and annul a declaration  of  acceleration  if the
Company pays all accrued  interest on the Note then  outstanding  and the unpaid
portion of the Principal Amount of the Note then  outstanding  which have become
due otherwise than by the declaration.  No rescission and annulment shall extend
to a  subsequent  or other  Event of  Default,  or impair  any right  consequent
thereto.

6. Payment;  Waiver. The Company shall make Payments of the Principal Amount and
interest on this Note  pursuant to the terms of Sections 1 and 2 above.  Payment
shall be made by check  mailed  to the  registered  Holder  in  accordance  with
Section 11,  without  presentment  of the Note and  without  notation of payment
being made on the Note.  The Company  hereby waives  grace,  notice of intent to
accelerate,  protest,  demand,  presentment  for  payment and  diligence  in the


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<PAGE>

collection of this Note, and in the filing of suit hereon.  It is further agreed
that upon this Note  becoming due or being  declared due and upon the same being
placed in the hands of attorneys for collection, collected by suit, or collected
through a court of bankruptcy,  the Company agrees to pay a reasonable amount as
collection or attorneys' fees.

7. Transfer.  This Note is transferable only on the books of the Company (at its
office or agency to be maintained in the Hong Kong Special Administrative Region
of the People's  Republic of China) by the registered Holder in person or by his
attorney  duly  authorized  in  writing,  on  surrender  of this  Note  properly
endorsed.  No service charge shall be made for any  registration  of transfer or
exchange of this Note,  but the Company may require  payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
with any transfer, registration or transfer or exchange.

         THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE LAW. THIS NOTE
         HAS BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE  RE-OFFERED,
         SOLD,  TRANSFERRED,  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
         (A) AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES
         ACT OF 1933 AND THE  STATE  SECURITIES  ACT OR BLUE SKY ACT OF
         ANY STATE HAVING  JURISDICTION  THEREOF OR (B) A PRIOR OPINION
         OF COUNSEL  SATISFACTORY  TO THE COMPANY THAT  REGISTRATION IS
         NOT  REQUIRED   UNDER  THE  SECURITIES  ACT  OF  1933  OR  THE
         SECURITIES   ACT  OR  BLUE  SKY  ACT  OF  ANY   STATE   HAVING
         JURISDICTION WITH RESPECT THERETO.

8. Registered  Owner.  Prior to the presentment for  registration of transfer of
this Note,  the Company  and any agent of the  Company may treat the  registered
Holder as the absolute  owner of this Note for all purposes,  whether or not the
Note is  overdue.  Neither  the  Company  nor the agent shall be affected by any
notice to the contrary  (including any notation of ownership or other writing on
the Note made by anyone other than the Company).

9. No  Recourse.  No  recourse  shall be had for  payment  of the  principal  or
interest on this Note,  or for any claim based hereon  against an  incorporator,
stockholder,  officer or director as such (whether  past,  present or future) of
the Company or any successor corporation, either directly through the Company or
successor corporation or otherwise, whether by virtue of a constitution, statute
or rule of law or by the  enforcement  of an assessment or penalty or otherwise.
All such  liability is expressly  released and waived by the  acceptance of this
Note and as part of the consideration for its issuance.

10. SEC Filings and Amendment to Articles of  Incorporation.  The Company hereby
agrees that it shall make all  necessary  filings with the U.S.  Securities  and
Exchange  Commission  and the Office of the  Secretary of State of California to
perfect an amendment to its Articles of  Incorporation  in order to increase its
authorized shares from 255 million (250 million of common stock and 5 million of
preferred  stock) to 655 million  (650  million of common stock and 5 million of
preferred  stock),  all such actions to be undertaken as promptly as practicable
so that the Holder will enjoy a full conversion privilege.

11.  Notices;  Addresses.  All notices to the Holder or to the Company  shall be
given in writing by first class mail, postage prepaid,  addressed: (1) if to the


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Holder,  at its address  most  recently  furnished by it to the Company for that
purpose; or (2) if to the Company, at its principal executive offices located at
438 East Katella Avenue,  Suite 217, Orange,  California 92867  (Attention:  Mr.
Russelle  Choi) or at such other address as the Company may specify by notice to
the Holder.  Notice shall be deemed given at the time so mailed. A notice by the
Company of change of  address  of its  office or agency for any  payment on this
Note shall be given at least ten business  days before the date the change is to
become effective,  and shall specify such date. Checks may be sent to Holders by
first class mail,  postage prepaid,  to the address  indicated in clause (1) and
shall be deemed delivered at the time so mailed.

12.  Maximum  Interest  Rate.  It is expressly  stipulated  and agreed to be the
intent  of the  Company  and  Holder  at all  times to  comply  with  applicable
California law governing the maximum rate or amount of interest payable on or in
connection with this Note (or applicable United States federal law to the extent
that it permits the Holder to contract for, charge,  take,  reserve or receive a
greater amount of interest than under  California law). If the applicable law is
ever judicially interpreted so as to render usurious any amount called for under
this Note, or if  acceleration of the maturity of this Note or any prepayment by
the Company results in the Company having paid or the Holder having received any
interest in excess of that  permitted by law,  then it is the express  intent of
the Company  and Holder that all excess  amounts  theretofore  collected  by the
Holder be credited on the  principal  balance of this Note (or, if this Note has
been or  would  thereby  be paid in  full,  refunded  to the  Company),  and the
provisions  of  this  Note  immediately  be  deemed  reformed  and  the  amounts
thereafter collectible hereunder reduced, without the necessity of the execution
of any new  document,  so as to comply  with the  applicable  law,  but so as to
permit the recovery of the fullest  amount  otherwise  called for  hereunder and
thereunder.  The  right  to  accelerate  maturity  of  this  Note  or any  other
indebtedness does not include the right to accelerate any interest which has not
otherwise accrued on the date of such  acceleration,  and Holder does not intend
to collect  any  unearned  interest  in the event of  acceleration.  All sums or
detention of the indebtedness evidenced hereby shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of such  indebtedness  until  payment in full so that the rate or amount of
interest on account of such  indebtedness  does not exceed the applicable  usury
ceiling.

13.  Successors.  All the  covenants,  stipulations,  promises,  agreements  and
obligations  under  this  Note by or of the  Company  shall  bind the  Company's
successors and assigns whether so expressed or not.

14. Headings.  The headings used in this Note have been inserted for convenience
of reference only and do not define or limit the provisions hereof.

15.  Governing  Law.  This Note shall be governed by and construed in accordance
with the Laws of the State of California applicable to an agreement executed and
performed  in  such  State  without  giving  effect  to the  conflicts  of  laws
principles  thereof;  and the  courts of such  state and the  applicable  United
States District Court shall be the exclusive  courts of  jurisdiction  and venue
for any  litigation,  special  proceeding  or other  proceeding  as between  the
parties that may be brought,  or arise out of, in connection  with, or by reason
of this  Agreement.  The Holder  hereby  consents  to the  jurisdiction  of such
courts.


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Dated as of the 15th day of December, 2005.



ELEPHANT TALK COMMUNICATIONS, INC.



By: /s/ Russelle Choi
        Russelle Choi
        President



Convertible








































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