Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

The parties to this Stock  Purchase  Agreement  ("Agreement")  are Elephant Talk
Communications,  Inc.  ("ETCI"),  a  California  corporation,  and Rising  Water
Capital AG ("RWC"), registered in Zug, Switzerland.

When  executed  by RWC and ETCI,  this  Agreement  will set out ETCI's and RWC's
understanding and agreement regarding this proposed transaction.

         1.   RWC wishes to purchase from ETCI,  and ETCI wishes to sell to RWC,
              195,947,395  restricted  common  shares  ("Shares"),  for a  total
              consideration of US$7,837,896.

         2.   The  Shares to be issued to RWC shall be  distributed  as and when
              payment is received from RWC to ETCI for such Shares.

         3.   As a  restriction,  these  Shares  will  have a lock up  period of
              twelve (12) months. ETCI will take care that all shareholders will
              agree to only sell  shares  after  getting  approval  of all other
              shareholders to sell such shares.

         4.   RWC  will be  entitled  to  appoint  six (6)  out of  eleven  (11)
              directors in ETCI.  Current ETCI management will stay in place and
              will be contracted for a five (5) year term.

         5.   The parties to this Agreement acknowledge the following

              (a) That ETCI has closed its 60%  acquisition  of a company herein
              referred as "True Precise";

              (b) That after the closing of its acquisition of True Precise, the
              total number of issued and outstanding  Shares of ETCI amounted to
              80,259,670 shares;

              (c) That this  acquisition and its internal growth will bring ETCI
              a general 2005 turnover of  approximately  US$10  million,  with a
              positive   Earnings   Before  Interest  Taxes   Depreciation   and
              Amortization (EBITDA);

              (d) That ETCI is entering  into the  telecommunications  market in
              Europe  through  the  acquisition  of  various   telecommunication
              assets,  and has entered  into an  agreement  to purchase  all the
              issued  and  outstanding  shares of a  European  telecommunication
              company in exchange for a cash consideration of US$5,900,000;

              (e) That ETCI has planned to take over the companies  that own the
              right of use of a dark fiber optic  network  covering  4,400 km in
              Mainland China in exchange for 64,128,238 new Shares of ETCI to be
              issued;

              (f) That ETCI is seeking  additional funding to further expand its
              growth in both China and Europe to create a strong niche player in


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<PAGE>

              outsourced   telecom   provisioning,   value  added  services  and
              integrated VoIP  solutions,  covering  markets in Europe,  the Far
              East and the USA;

              (g)  That  ETCI  will  issue  24,938,759   additional   Shares  to
              management.

         6.   In connection with this transaction, ETCI hereby represents that:

              (a) It has due  corporate  authority to enter into this  Agreement
              and to perform the transaction contemplated herein.

              (b)  ETCI  has no  liability  or  obligation  to pay  any  fees or
              commissions  to any  broker,  finder or agent with  respect to the
              transactions contemplated by this Agreement for which RWC could be
              obligated or liable.

              (c) RWC will not have any anti-dilution rights in the Shares to be
              issued.

              (d) The execution,  delivery and  performance of this Agreement by
              ETCI and the consummation by ETCI of the transaction  contemplated
              herein  does not and will not  result in a  violation  of any law,
              rule,  regulation,  order, judgment,  injunction,  decree or other
              restriction of any court or  governmental  authority to which ETCI
              is subject,  or by which any property or asset of ETCI is bound or
              affected.

         7.   In connection with this transaction, RWC hereby represents that:

              (a) RWC is duly organized,  validly  existing and in good standing
              under  the  laws  of  its  jurisdiction,  and  has  the  necessary
              authority to enter into this transaction.

              (b) RWC is an  accredited  investor  as the  meaning  is set forth
              under  Regulation D of the  Securities Act of 1933 as amended (the
              "Act").

              (c) RWC was not solicited by ETCI or any of ETCI's representatives
              for the purchase of these shares.

              (d) RWC has received all of the  information  from its independent
              professional,  legal and/or tax advisors as it considers necessary
              or appropriate for determining whether to purchase the shares. RWC
              is familiar with the business,  affairs,  risks and  properties of
              ETCI, and RWC has had an opportunity to make inquiries of ETCI and
              its officers, directors and representatives.

              (e) RWC has such knowledge and expertise in financial and business
              matters  that  it  is  capable  of   evaluating   the  merits  and
              substantial  risks of an investment in the shares to be issued and
              is able to bear the economic risks relevant to the purchase of the
              Shares hereunder.



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<PAGE>

              (f) RWC understands  that there may be no market for the Shares to
              be issued.

              (g) RWC's financial condition is such that RWC is under no present
              or  contemplated  future  need to  dispose  of any  portion of the
              Shares to satisfy any existing or contemplated  undertaking,  need
              or indebtedness.

              (h)  RWC  has no  liability  or  obligation  to pay  any  fees  or
              commissions  to any  broker,  finder or agent with  respect to the
              transactions  contemplated  by this Agreement for which ETCI could
              become liable or obligated.

              (i) RWC acknowledges that ETCI has not made any representations or
              warranties as to the past, present or future operations of ETCI or
              of the price or activity of ETCI's Shares.

              (j) The execution,  delivery and  performance of this Agreement by
              RWC and the  consummation  by it of the  transaction  contemplated
              herein  does not and will not  result in a  violation  of any law,
              rule,  regulation,  order, judgment,  injunction,  decree or other
              restriction of any court or governmental authority to which RWC is
              subject.

         8.   ETCI and RWC agree to execute such  additional  documents and take
              whatever   actions   reasonably   necessary  to  effectuate   this
              transaction or otherwise  carry out the intent and purpose of this
              Agreement, or subsequently transfer the Shares to be issued.

         9.   This  Agreement  sets forth the entire  understanding  between the
              parties  and no other  prior  written or oral  agreement  shall be
              recognized or enforced.

         10.  If any clause or provision of this  Agreement is later  determined
              to be invalid,  illegal or  unenforceable,  the other  clauses and
              provisions  of this  Agreement  shall  remain  in full  force  and
              effect.

         11.  Every right and remedy  provided  herein shall be cumulative  with
              every other right and remedy,  whether conferred herein, at law or
              in  equity,  and may be  enforced  concurrently  herewith,  and no
              waiver by the parties in the  performance of any obligation by the
              other shall be construed as a waiver of the same or other  default
              then, theretofore or thereafter occurring or existing. At any time
              prior to the  issuance or  exchange of the Shares as  contemplated
              herein,  this  Agreement may be amended by a writing signed by all
              parties hereto.

         12.  This  Agreement  may be  executed in  counterparts,  each of which
              shall constitute an original and which together,  shall constitute
              one and the same document.





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         Date: June 30, 2005                Elephant Talk Communications, Inc.
               ---------------------

                                            By: /s/ Russelle Choi
                                                    Russelle Choi
                                                    President


         Date: June 30, 2005                Rising Water Capital AG
               ---------------------

                                            By: /s/ Marion Schumacher
                                                    Marion Schumacher
                                                    Managing Director







Stock Purchase Agreement June 30, 2005.RWC

































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