LOAN
AGREEMENT

      


      BETWEEN:

      


      
        	
                1.

              	
                QAT II INVESTMENTS SA, a
      limited liability company organized and existing under Luxembourg law,
      with registered office at L-2419 Luxembourg 7 Rue du fort Rheinsheim,
      registered in the Luxembourg company register under n° B 116261, in this
      duly represented by M. Yves VAN SANTE and M. Luc KINDT, both
      Director,

              


      

      


      hereafter
referred to as the “Lender”, on the one hand,

      


      AND

      


      
        	
                2.

              	
                ELEPHANT TALK COMMUNICATIONS
      INC., with registered office at World Trade Center, Schiphol
      Boulevard 249, 1118 BH SCHIPHOL, The Netherlands, in this duly represented
      by M. Steven VAN DER VELDEN, Chief Executive
      Officer,

              


      

      


      hereafter
referred to as the ‘Borrower’ on the other hand

      


      WHEREAS:

      


      
        	
                1.

              	
                The
      Lender is a closed end fund with participations in Belgium and the
      Netherlands;

              


      

      
        	
                2.

              	
                The
      Lender orally agreed to provide the Borrower with a loan of EUR 350.000.00
      as a short term bridging loan;

              


      

      
        	
                3.

              	
                The
      parties wish to set forth in writing the terms and conditions upon which
      the Lender makes its loan available to the
  Borrower.

              


      

      


      THE
PARTIES HAVE AGREED AS FOLLOWS:

      


      Article 1 –
Amount

      


      The
Lender agrees under terms and conditions hereinafter set forth to provide the
Borrower with a loan in the principal amount of EUR 350.000.00 and the Borrower
hereby agrees to borrow this principal amount of EUR 350.000.00 from the
Lender.

      


      The
Lender agrees that this amount will be made available to the Borrower as of
02.02.2010 by transferring, on behalf of the Borrower, EUR 350.000.00 to the
account of Elephant Talk Communications Inc, UBS Bank, Postfach, CH-6301 Zug,
account n° 

       

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

        

      

       

      Article 2 –
Interest.

      


      On the
repayment date set forth in Article 3, the Borrower shall pay to the Lender
interest on the amount outstanding under this loan at a rate of 14 percent per annum. The
interest calculation is to be done on a 365/365 days basis.

      


      Article 3 - Repayment of
principal.

      
        


      

      The
Borrower shall repay the outstanding principal amount and the accrued interest
in full on the earlier of:

      


      
        	
                 
      

              	
                -

              	
                180
      days after the date the entire loan is made available to the Borrower
      (hereafter, the “Loan Date”) pursuant to Article 1,
  OR;

              


      

      


      
        	
                 
      

              	
                -

              	
                in
      the event another person or company consummates an equity or debt
      securities financing with the Borrower in the amount of at least
      US$5.000.000.00 (hereafter referred to as the “Placement”), upon notice by
      the Lender to the Borrower.

              


      

      


      In the
event the Placement is consummated, the Lender shall have the right to convert
the principal and accrued interest outstanding as of the date of the
consummation of the Placement into the same type of equity or debt securities
issued by the Borrower under the Placement and pursuant to the same Placement
terms and conditions offered to such other person or company.

      


      Article 4 -
Prepayment.

      


      The
Borrower shall only be allowed to prepay the outstanding principal amount
without any penalty being due with the consent of the Lender.

      


      Article 5 -
Payment.

      


      Payments
of interest, principal amounts or other amounts due hereunder shall be remitted
without any deduction for or on account of any tax whatsoever by transfer of
immediately available funds to a bank account of the Lender designated by the
Lender in writing to the Borrower.

      


      Any
payments by the Borrower hereunder shall be applied first to payment of accrued
and unpaid interest through the date of payment and then to the payment of the
outstanding principal balance of the loan.

       

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

        

         

      

      Article 6 –Warrant
coverage

      


      On the
Loan Date, the Borrower shall issue to the Lender warrants to purchase common
stock of the Borrower in the amount equal to one warrant per each United States
dollar loaned hereunder to the Borrower (using the Euro-United States dollar
conversion rate published by the Wall Street Journal at the
close of business of the Loan Date).  The foregoing warrants shall be
for a term of 3 years and shall have an exercise price equal to the OTCBB
closing price of the Borrower’s common stock as of the Loan Date.

      


      Article
7 –
Defaults.

      


      The
outstanding principal amount and all interest and all costs shall become
immediately due and payable to the Lender upon issuance of a simple payment
order in the name of the Lender to the Borrower if and when:

      


      
        	
                i.

              	
                the
      Borrower fails to pay the interest and costs due and/or fails to repay the
      outstanding principal amount of the loan when due and/or materially acts
      contrary to or fails to meet or fulfil any material provision of this
      agreement and – after having been requested to fulfil its obligations by
      registered letter – neglects to do so for a period of 20 (twenty) days
      after the date of the said
notification;

              


      

      


      
        	
                ii.

              	
                Other
      than in the ordinary course of business, the Borrower transfers, sells or
      otherwise disposes of its properties or assets without the Lender’s prior
      written consent; or

              


      

      


      
        	
                iii.

              	
                a
      petition is presented or a resolution passed for the Borrower’s winding
      up, bankruptcy, moratorium of payment or any (other) voluntary arrangement
      or administration order or any proposal or petition therefore or any
      distress, execution or other process levied or any receiver or any
      encumbrances appointed and, in the event the foregoing was not initiated
      by the Borrower, such petition, resolution, arrangement, order, proposal
      or process is not dismissed or withdrawn within 60 days after filing or
      submission.

              


      

      


      Article 8 -
Notices.

      


      All
notices which are required or may be given pursuant to the terms of this
agreement shall be in writing and shall be deemed given when delivered by hand
or, if given by telecopy or telefax, when sent or, if mailed, shall be deemed
given five (5) days after the date when sent by registered or certified mail,
postage prepaid. The addresses of the parties hereto for purposes of notices,
requests, demands and other communications are as set out at the beginning of
this agreement or such other address as any party hereto shall have designated
by notice in writing to the other party hereto.

       

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      

      


      Article 9 –
Miscellaneous

      


      
        	
                1.

              	
                The
      obligations which the Borrower has assumed by way of this agreement have
      also been assumed by the Borrower for its legal successors by singular
      title.

              


      

      


      
        	
                2.

              	
                The
      Borrower is not entitled to assign its rights and obligations under this
      agreement to a third party. If the Lender has given the Borrower written
      permission to assign the rights and obligations under this agreement to
      one or more third parties, the Borrower undertakes vis-à-vis the Lender to
      impose the Borrower’s obligation vis-à-vis the Lender on those third
      parties by way of a perpetual
clause.

              


      

      


      The
Lender is entitled to assign its rights and obligations under this agreement to
a third party.

      


      The
Borrower undertakes at all times to render its cooperation in an assignment by
the Lender of all or part of the loan and to acknowledge such assignment in
writing and without any reservations.

      


      
        	
                3.

              	
                Except
      in the event of explicit reference, this agreement contains the full
      agreement between the Lender and the Borrower with respect to this loan.
      All prior oral or written agreements, statements or obligations between
      the Lender and the Borrower in this regard hereby cease to
      exist.

              


      

      


      
        	
                4.

              	
                This
      agreement will take effect upon the signing of this agreement and will end
      as soon as the Lender has nothing more to claim from the Borrower on the
      basis of this loan.

              


      

      


      
        	
                5.

              	
                The
      obligations under this agreement are
  indivisible.

              


      

      


      
        	
                6.

              	
                The
      Lender and the Borrower agree that [QMG] shall be entitled to a commission
      equal to 6 percent of the loan amount and reimbursement for
      non-accountable expenses equal to 2 percent of the loan.  Such
      commission and reimbursement shall be deducted from the proceeds of the
      loan when disbursed pursuant to Article 1 and remitted to [QMG] to a bank
      account designated by [QMG].

              


      

      


      Article 10 - Governing
Law.

      


      This
agreement shall entirely be governed by and construed in accordance with the
laws of Luxembourg.

      


      Article 11 -
Jurisdiction.

      


      Any and
all disputes arising from or connected with this agreement or any amendment
thereof shall be settled exclusively by the competent court of
Luxembourg.

       

      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      

       

      [SIGNATURES
TO FOLLOW]

      


      Executed
in two originals in Luxembourg on 02.03.2010 and each party acknowledging having
received one original hereof:

       

      
        
          	
                  The
      Lender:

                	 
      	
                  The
      Borrower:

                
	 
      	 
      	 
      
	
                  QAT II Investments S.A.

                	 
      	
                  Elephant
      Talk Communications Inc

                
	
                  represented
      by

                	 
      	
                  represented
      by

                
	 
      	 
      	 
      
	
                  /s/ Yves Van Sante

                	 
      	
                  /s/ Steven Van der
Velden

                
	
                  Yves
      VAN SANTE

                	 
      	
                  Steven
      VAN DER VELDEN

                
	
                  Chief
      Executive Officer

                	 
      	
                  CEO

                
	 
      	 
      	 
      
	
                  /s/ Luc Kindt

                	 
      	 
      
	
                  Luc
      KINDT

                	 
      	 
      
	
                  Director