Exhibit
10.1

    


    2006
      NON-QUALIFIED STOCK AND OPTION COMPENSATION PLAN

    


    1. Purpose
      of Plan

    


    1.1 This
      2006
      NON-QUALIFIED STOCK
      AND
      OPTION COMPENSATION PLAN (the “Plan”) of Elephant Talk Communications, Inc., a
      California corporation (the “Company”) for employees, directors, officers,
      consultants, advisors and other persons associated with the Company, is intended
      to advance the best interests of the Company by providing those persons who
      have
      a substantial responsibility for its management and growth with additional
      incentive and by increasing their proprietary interest in the success of the
      Company, thereby encouraging them to maintain their relationships with the
      Company. Further, the availability and offering of options and common stock
      under the Plan supports and increases the Company's ability to attract and
      retain individuals of exceptional talent upon whom, in large measure, the
      sustained progress, growth and profitability of the Company
      depends.

    


    2. Definitions

    


    2.1 For
      Plan
      purposes, except where the context might clearly indicate otherwise, the
      following terms shall have the meanings set forth below:

    


    “Board”
      shall mean the Board of Directors of the Company.

    


    “Committee”
      shall mean the Compensation Committee, or such other committee appointed by
      the
      Board, which shall be designated by the Board to administer the Plan, or the
      Board if no committees have been established. The Committee shall be composed
      of
one
      or
      more persons
      as from
      time to time are appointed to serve by the Board. Each member of the Committee,
      while serving as such, shall be a disinterested person with the meaning of
      Rule
      16b-3 promulgated under the Securities Exchange Act of 1934.

    


    “Common
      Shares” shall mean the Company's Common Shares, $0.001 par value per share, or,
      in the event that the outstanding Common Shares are hereafter changed into
      or
      exchanged for different shares of securities of the Company, such other shares
      or securities.

    


    “Company”
      shall mean
      Elephant
      Talk Communications, Inc., a California corporation
      (“ETLK”), and any parent or subsidiary corporation of ETLK, as such terms are
      defined in Sections 425(e) and 425(f), respectively, of the Code.

    


    “Fair
      Market Value” shall mean, with respect to the date a given option is granted or
      exercised, the average of the highest and lowest reported sales prices of the
      Common Shares, as reported by such responsible reporting service as the
      Committee may select, or if there were not transactions in the Common Shares
      on
      such day, then the last preceding day on which transactions took place. The
      above withstanding, the Committee may determine the Fair Market Value in such
      other manner as it may deem more equitable for Plan purposes or as is required
      by applicable laws or regulations.

    


    “Optionee”
      shall mean an employee of the company who has been granted one or more options
      under the Plan.

    


    “Common
      Stock” shall mean shares of common stock which are issued by the Company
      pursuant to Section 5, below.

    


    “Common
      Stockholder” means
      the
      employee of, consultant to, or director of the Company or other person to whom
      shares of Common Stock are issued pursuant to this Plan.

    


    “Common
      Stock Agreement” means an agreement executed by a Common Stockholder and the
      Company as contemplated by Section 5, below, which imposes on the shares of
      Common Stock held by the Common Stockholder such restrictions as the Board
      or
      Committee deem appropriate.

    


    “Stock
      Option” or “Non-Qualified Stock Option” or “NQSO” shall mean a stock option
      granted pursuant to the terms of the Plan.

    


    “Stock
      Option Agreement” shall mean the agreement between the Company and the Optionee
      under which the Optionee may purchase Common Shares hereunder.

    


    
      
        
        

      

      
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    3. Administration
      of the Plan

    


    3.1 The
      Committee shall administer the Plan and accordingly, it shall have full power
      to
      grant Stock Options and Common Stock, construe and interpret the Plan, establish
      rules and regulations and perform all other acts, including the delegation
      of
      administrative responsibilities, it believes reasonable and proper.

    


    3.2 The
      determination of those eligible to receive Stock Options and Common Stock,
      and
      the amount, type and timing of each grant and the terms and conditions of the
      respective stock option agreements and Common Stock Agreements shall rest in
      the
      sole discretion of the Committee, subject to the provisions of the
      Plan.

    


    3.3 The
      Committee may cancel any Stock Options awarded under the Plan if an Optionee
      conducts himself in a manner which the Committee determines to be inimical
      to
      the best interest of the Company, as set forth more fully in paragraph 8 of
      Article 11 of the Plan.

    


    3.4 The
      Board, or the Committee, may correct any defect, supply any omission or
      reconcile any inconsistency in the Plan, or in any granted Stock Option, in
      the
      manner and to the extent it shall deem necessary to carry it into
      effect.

    


    3.5 Any
      decision made, or action taken, by the Committee or the Board arising out of
      or
      in connection with the interpretation and administration of the Plan shall
      be
      final and conclusive.

    


    3.6 The
      Committee shall, in its discretion, have the power to issue Common Shares to
      holders of non-qualified incentive stock option agreements which are outstanding
      as of the date hereof , pursuant to the terms of those option
      agreements.

    


    3.7 Meetings
      of the Committee shall be held at such times and places as shall be determined
      by the Committee. A majority of the members of the Committee shall constitute
      a
      quorum for the transaction of business, and the vote of a majority of those
      members present at any meeting shall decide any question brought before that
      meeting. In addition, the Committee may take any action otherwise proper under
      the Plan by the affirmative vote, taken without a meeting, of a majority of
      its
      members.

    


    3.8 No
      member
      of the Committee shall be liable for any act or omission of any other member
      of
      the Committee or for any act or omission on his own part, including, but not
      limited to, the exercise of any power or discretion given to him under the
      Plan,
      except those resulting from his own gross negligence or willful
      misconduct.

    


    3.9 The
      Company, through its management, shall supply full and timely information to
      the
      Committee on all matters relating to the eligibility of Optionees, their duties
      and performance, and current information on any Optionee's death, retirement,
      disability or other termination of association with the Company, and such other
      pertinent information as the Committee may require. The Company shall furnish
      the Committee with such clerical and other assistance as is necessary in the
      performance of its duties hereunder.

    


    4. Shares
      Subject to the Plan

    


    4.1 The
      total
      number of shares of the Company available for grants of Stock Options and Common
      Stock under the Plan shall be 25,000,000 Common Shares, subject to adjustment
      in
      accordance with Article 7 of the Plan, which shares may be either authorized
      but
      unissued or reacquired Common Shares of the Company.

    


    4.2 If
      a
      Stock Option or portion thereof shall expire or terminate for any reason without
      having been exercised in full, the unpurchased shares covered by such NQSO
      shall
      be available for future grants of Stock Options.

    


    
      
        
        

      

      
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    5. Award
      Of Common Stock

    


    5.1 The
      Board
      or Committee from time to time, in its absolute discretion, may (a) award Common
      Stock to employees of, consultants to, and directors of the Company, and such
      other persons as the Board or Committee may select, and (b) permit Holders
      of
      Options to exercise such Options prior to full vesting therein and hold the
      Common Shares issued upon exercise of the Option as Common Stock. In either
      such
      event, the owner of such Common Stock shall hold such stock subject to such
      vesting schedule as the Board or Committee may impose or such vesting schedule
      to which the Option was subject, as determined in the discretion of the Board
      or
      Committee.

    


    5.2 Common
      Stock shall be issued only pursuant to a Common Stock Agreement, which shall
      be
      executed by the Common Stockholder and the Company and which shall contain
      such
      terms and conditions as the Board or Committee shall determine consistent with
      this Plan, including such restrictions on transfer as are imposed by the Common
      Stock Agreement.

    


    5.3 Upon
      delivery of the shares of Common Stock to the Common Stockholder, below, the
      Common Stockholder shall have, unless otherwise provided by the Board or
      Committee, all the rights of a stockholder with respect to said shares, subject
      to the restrictions in the Common Stock Agreement, including the right to
      receive all dividends and other distributions paid or made with respect to
      the
      Common Stock.

    


    5.4. Notwithstanding
      anything in this Plan or any Common Stock Agreement to the contrary, no Common
      Stockholders may sell or otherwise transfer, whether or not for value, any
      of
      the Common Stock prior to the date on which the Common Stockholder is vested
      therein.

    


    5.5 All
      shares of Common Stock issued under this Plan (including any shares of Common
      Stock and other securities issued with respect to the shares of Common Stock
      as
      a result of stock dividends, stock splits or similar changes in the capital
      structure of the Company) shall be subject to such restrictions as the Board
      or
      Committee shall provide, which restrictions may include, without limitation,
      restrictions concerning voting rights, transferability of the Common Stock
      and
      restrictions based on duration of employment with the Company, Company
      performance and individual performance; provided that the Board or Committee
      may, on such terms and conditions as it may determine to be appropriate, remove
      any or all of such restric-tions. Common Stock may not be sold or encumbered
      until all applicable restrictions have terminated or expire. The restrictions,
      if any, imposed by the Board or Committee or the Board under this Section 5
      need
      not be identical for all Common Stock and the imposition of any restrictions
      with respect to any Common Stock shall not require the imposition of the same
      or
      any other restrictions with respect to any other Common Stock.

    


    5.6 Each
      Common Stock Agreement shall provide that the Company shall have the right
      to
      repurchase from the Common Stockholder the unvested Common Stock upon a
      termination of employment, termination of directorship or termination of a
      consultancy arrangement, as applicable, at a cash price per share equal to
      the
      purchase price paid by the Common Stockholder for such Common
      Stock.

    


    5.7 In
      the
      discretion of the Board or Committee, the Common Stock Agreement may provide
      that the Company shall have the a right of first refusal with respect to the
      Common Stock and a right to repurchase the vested Common Stock upon a
      termination of the Common Stockholder's employment with the Company, the
      termination of the Common Stockholder's consulting arrangement with the Company,
      the termination of the Common Stockholder's service on the Company's Board,
      or
      such other events as the Board or Committee may deem appropriate.

    


    5.8 The
      Board
      or Committee shall cause a legend or legends to be placed on certificates
      representing shares of Common Stock that are subject to restrictions under
      Common Stock Agreements, which legend or legends shall make appropriate
      reference to the applicable restrictions.

    


    
      
        
        

      

      
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    6. Stock
      Option Terms and Conditions

    


    6.1 Consistent
      with the Plan's purpose, Stock Options may be granted to non-employee directors
      of the Company or other persons who are performing or who have been engaged
      to
      perform services of special importance to the management, operation or
      development of the Company.

    


    6.2 All
      Stock
      Options granted under the Plan shall be evidenced by agreements which shall
      be
      subject to applicable provisions of the Plan, and such other provisions as
      the
      Committee may adopt, including the provisions set forth in paragraphs 2 through
      11 of this Section 6.

    


    6.3 All
      Stock
      Options granted hereunder must be granted within ten years from the earlier
      of
      the date of this Plan is adopted or approved by the Company's
      shareholders.

    


    6.4 No
      Stock
      Option granted to any employee or 10% Shareholder shall be exercisable after
      the
      expiration of ten years from the date such NQSO is granted. The Committee,
      in
      its discretion, may provide that an Option shall be exercisable during such
      ten
      year period or during any lesser period of time.

    


    The
      Committee may establish installment exercise terms for a Stock Option such
      that
      the NQSO becomes fully exercisable in a series of cumulating portions. If an
      Optionee shall not, in any given installment period, purchase all the Common
      Shares which such Optionee is entitled to purchase within such installment
      period, such Optionee's right to purchase any Common Shares not purchased in
      such installment period shall continue until the expiration or sooner
      termination of such NQSO. The Committee may also accelerate the exercise of
      any
      NQSO. However, no NQSO, or any portion thereof, may be exercisable until thirty
      (30) days following date of grant (“30-Day Holding Period.”).

    


    6.5 A
      Stock
      Option, or portion thereof, shall be exercised by delivery of (i) a written
      notice of exercise of the Company specifying the number of common shares to
      be
      purchased, and (ii) payment of the full price of such Common Shares, as fully
      set forth in paragraph 6 of this Section 6.

    


    No
      NQSO
      or installment thereof shall be exercisable except with respect to whole shares,
      and fractional share interests shall be disregarded. Not less than 100 Common
      Shares may be purchased at one time unless the number purchased is the total
      number at the time available for purchase under the NQSO. Until the Common
      Shares represented by an exercised NQSO are issued to an Optionee, he shall
      have
      none of the rights of a shareholder.

    


    6.6 The
      exercise price of a Stock Option, or portion thereof, may be paid:

    


    A. In
      United
      States dollars, in cash or by cashier's check, certified check, bank draft
      or
      money order, payable to the order of the Company in an amount equal to the
      option price; or

    


    B. At
      the
      discretion of the Committee, through the delivery of fully paid and
      nonassessable Common Shares, with an aggregate Fair Market Value on the date
      the
      NQSO is exercised equal to the option price, provided such tendered Shares
      have
      been owned by the Optionee for at least one year prior to such exercise;
      or

    


    C.
       By
      a
      combination of both A and B above; or

     

    D. A
      Stock
      Option, or a portion thereof, may
      also
      be exercised by means of a “cashless exercise” in which Optionee shall be
      entitled to receive a certificate for the number of Common Shares equal to
      the
      quotient obtained by dividing [(A-B) (X)] by (A), where:

    (A)
      = the
      closing price on the trading day preceding the date of such
      election;

    (B)
      = the
      exercise price of a Stock Option, as adjusted; and 

    
      	 	
              (X)
                =

            	
              the
                number of Common Shares issuable upon exercise of a Stock Option
                in
                accordance with the terms of the Stock
                Option.

            


    

    The
      Committee shall determine acceptable methods for tendering Common Shares as
      payment upon exercise of a Stock Option and may impose such limitations and
      prohibitions on the use of Common Shares to exercise an NQSO as it deems
      appropriate.

    


    
      
        
        

      

      
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      6.7 With
      the
      Optionee's consent, the Committee may cancel any Stock Option issued under
      this
      Plan and issue a new NQSO to such Optionee.

    


    6.8 Except
      by
      will or the laws of descent and distribution, no right or interest in any Stock
      Option granted under the Plan shall be assignable or transferable, and no right
      or interest of any Optionee shall be liable for, or subject to, any lien,
      obligation or liability of the Optionee. Stock Options shall be exercisable
      during the Optionee's lifetime only by the Optionee or the duly appointed legal
      representative of an incompetent Optionee.

    


    6.9 If
      the
      Optionee shall die while associated with the Company or within three months
      after termination of such association, the personal representative or
      administrator of the Optionee's estate or the person(s) to whom an NQSO granted
      hereunder shall have been validly transferred by such personal representative
      or
      administrator pursuant to the Optionee's will or the laws of descent and
      distribution, shall have the right to exercise the NQSO for one year after
      the
      date of the Optionee's death, to the extent (i) such NQSO was exercisable on
      the
      date of such termination of employment by death, and (ii) such NQSO was not
      exercised, and (iii) the exercise period may not be extended beyond the
      expiration of the term of the Option.

    


    No
      transfer of a Stock Option by the will of an Optionee or by the laws of descent
      and distribution shall be effective to bind the Company unless the Company
      shall
      have been furnished with written notice thereof and an authenticated copy of
      the
      will and/or such other evidence as the Committee may deem necessary to establish
      the validity of the transfer and the acceptance by the transferee or transferee
      of the terms and conditions by such Stock Option.

    


    In
      the
      event of death following termination of the Optionee's association with the
      Company while any portion of an NQSO remains exercisable, the Committee, in
      its
      discretion, may provide for an extension of the exercise period of up to one
      year after the Optionee's death but not beyond the expiration of the term of
      the
      Stock Option.

    


    6.10 Any
      Optionee who disposes of Common Shares acquired on the exercise of a NQSO by
      sale or exchange either (i) within two years after the date of the grant of
      the
      NQSO under which the stock was acquired, or (ii) within one year after the
      acquisition of such Shares, shall notify the Company of such disposition and
      of
      the amount realized upon such disposition. The transfer of Common Shares may
      also be Common by applicable provisions of the Securities Act of 1933, as
      amended.

    


    7. Adjustments
      or Changes in Capitalization

    


    7.1 In
      the
      event that the outstanding Common Shares of the Company are hereafter changed
      into or exchanged for a different number or kind of shares or other securities
      of the Company by reason of merger, consolidation, other reorganization,
      recapitalization, reclassification, combination of shares, stock split-up or
      stock dividend:

    


    A. Prompt,
      proportionate, equitable, lawful and adequate adjustment shall be made of the
      aggregate number and kind of shares subject to Stock Options which may be
      granted under the Plan, such that the Optionee shall have the right to purchase
      such Common Shares as may be issued in exchange for the Common Shares
      purchasable on exercise of the NQSO had such merger, consolidation, other
      reorganization, recapitalization, reclassification, combination of shares,
      stock
      split-up or stock dividend not taken place;

    


    B. Rights
      under unexercised Stock Options or portions thereof granted prior to any such
      change, both as to the number or kind of shares and the exercise price per
      share, shall be adjusted appropriately, provided that such adjustments shall
      be
      made without change in the total exercise price applicable to the unexercised
      portion of such NQSO's but by an adjustment in the price for each share covered
      by such NQSO's; or

    


    C. Upon
      any
      dissolution or liquidation of the Company or any merger or combination in which
      the Company is not a surviving corporation, each outstanding Stock Option
      granted hereunder shall terminate, but the Optionee shall have the right,
      immediately prior to such dissolution, liquidation, merger or combination,
      to
      exercise his NQSO in whole or in part, to the extent that it shall not have
      been
      exercised, without regard to any installment exercise provisions in such
      NQSO.

     

    
      
        
        

      

      
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      7.2 The
      foregoing adjustments and the manner of application of the foregoing provisions
      shall be determined solely by the Committee, whose determination as to what
      adjustments shall be made and the extent thereof, shall be final, binding and
      conclusive. No fractional Shares shall be issued under the Plan on account
      of
      any such adjustments.

    


    8. Merger,
      Consolidation or Tender Offer

    


    8.1 If
      the
      Company shall be a party to a binding agreement to any merger, consolidation
      or
      reorganization or sale of substantially all the assets of the Company, each
      outstanding Stock Option shall pertain and apply to the securities and/or
      property which a shareholder of the number of Common Shares of the Company
      subject to the NQSO would be entitled to receive pursuant to such merger,
      consolidation or reorganization or sale of assets.

    


    8.2 In
      the
      event that:

    


    A. Any
      person other than the Company shall acquire more than 20% of the Common Shares
      of the Company through a tender offer, exchange offer or otherwise;

    


    B. A
      change
      in the “control” of the Company occurs, as such term is defined in Rule 405
      under the Securities Act of 1933;

    


    C. There
      shall be a sale of all or substantially all of the assets of the
      Company;

    


    any
      then
      outstanding Stock Option held by an Optionee, who is deemed by the Committee
      to
      be a statutory officer (“Insider”) for purposes of Section 16 of the Securities
      Exchange Act of 1934 shall be entitled to receive, subject to any action by
      the
      Committee revoking such an entitlement as provided for below, in lieu of
      exercise of such Stock Option, to the extent that it is then exercisable, a
      cash
      payment in an amount equal to the difference between the aggregate exercise
      price of such NQSO, or portion thereof, and, (i) in the event of an offer or
      similar event, the final offer price per share paid for Common Shares, or such
      lower price as the Committee may determine to conform an option to preserve
      its
      Stock Option status, times the number of Common Shares covered by the NQSO
      or
      portion thereof, or (ii) in the case of an event covered by B or C above, the
      aggregate Fair Market Value of the Common Shares covered by the Stock Option,
      as
      determined by the Committee at such time.

    


    8.3 Any
      payment which the Company is required to make pursuant to paragraph 8.2 of
      this
      Section 8 shall be made within 15 business days, following the event which
      results in the Optionee's right to such payment. In the event of a tender offer
      in which fewer than all the shares which are validly tendered in compliance
      with
      such offer are purchased or exchanged, then only that portion of the shares
      covered by an NQSO as results from multiplying such shares by a fraction, the
      numerator of which is the number of Common Shares acquired pursuant to the
      offer
      and the denominator of which is the number of Common Shares tendered in
      compliance with such offer shall be used to determine the payment thereupon.
      To
      the extent that all or any portion of a Stock Option shall be affected by this
      provision, all or such portion of the NQSO shall be terminated.

    


    8.4 Notwithstanding
      paragraphs 8.1 and 8.3 of this Section 8, the Committee may, by unanimous vote
      and resolution, unilaterally revoke the benefits of the above provisions;
      provided, however, that such vote is taken no later than ten business days
      following public announcement of the intent of an offer or the change of
      control, whichever occurs earlier.

    


    9. Amendment
      and Termination of Plan

    


    9.1 The
      Board
      may at any time, and from time to time, suspend or terminate the Plan in whole
      or in part or amend it from time to time in such respects as the Board may
      deem
      appropriate and in the best interest of the Company.

    


    9.2 No
      amendment, suspension or termination of this Plan shall, without the Optionee's
      consent, alter or impair any of the rights or obligations under any Stock Option
      theretofore granted to him under the Plan.

     

    
      
        
        

      

      
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    9.3 The
      Board
      may amend the Plan, subject to the limitations cited above, in such manner
      as it
      deems necessary to permit the granting of Stock Options meeting the requirements
      of future amendments or issued regulations, if any, to the Code.

    


    9.4 No
      NQSO
      may be granted during any suspension of the Plan or after termination of the
      Plan.

    


    10. Government
      and Other Regulations

    


    10.1 The
      obligation of the Company to issue, transfer and deliver Common Shares for
      Stock
      Options exercised under the Plan shall be subject to all applicable laws,
      regulations, rules, orders and approval which shall then be in effect and
      required by the relevant stock exchanges on which the Common Shares are traded
      and by government entities as set forth below or as the Committee in its sole
      discretion shall deem necessary or advisable. Specifically, in connection with
      the Securities Act of 1933, as amended, upon exercise of any Stock Option,
      the
      Company shall not be required to issue Common Shares unless the Committee has
      received evidence satisfactory to it to the effect that the Optionee will not
      transfer such shares except pursuant to a registration statement in effect
      under
      such Act or unless an opinion of counsel satisfactory to the Company has been
      received by the Company to the effect that such registration is not required.
      Any determination in this connection by the Committee shall be final, binding
      and conclusive. The Company may, but shall in no event be obligated to, take
      any
      other affirmative action in order to cause the exercise of a Stock Option or
      the
      issuance of Common Shares pursuant thereto to comply with any law or regulation
      of any government authority.

    


    11. Miscellaneous
      Provisions

    


    11.1 No
      person
      shall have any claim or right to be granted a Stock Option or Common Stock
      under
      the Plan, and the grant of an NQSO or Common Stock under the Plan shall not
      be
      construed as giving an Optionee or Common Stockholder the right to be retained
      by the Company. Furthermore, the Company expressly reserves the right at any
      time to terminate its relationship with an Optionee with or without cause,
      free
      from any liability, or any claim under the Plan, except as provided herein,
      in
      an option agreement, or in any agreement between the Company and the
      Optionee.

    


    11.2 Any
      expenses of administering this Plan shall be borne by the Company.

    


    11.3 The
      payment received from Optionee from the exercise of Stock Options under the
      Plan
      shall be used for the general corporate purposes of the Company.

    


    11.4 The
      place
      of administration of the Plan shall be in the State of California, and the
      validity, construction, interpretation, administration and effect of the Plan
      and of its rules and regulations, and rights relating to the Plan, shall be
      determined solely in accordance with the laws of the State of
      California.

    


    11.5 Without
      amending the Plan, grants may be made to persons who are foreign nationals
      or
      employed outside the United States, or both, on such terms and conditions,
      consistent with the Plan's purpose, different from those specified in the Plan
      as may, in the judgment of the Committee, be necessary or desirable to create
      equitable opportunities given differences in tax laws in other
      countries.

    


    11.6 In
      addition to such other rights of indemnification as they may have as members
      of
      the Board or the Committee, the members of the Committee shall be indemnified
      by
      the Company against all costs and expenses reasonably incurred by them in
      connection with any action, suit or proceeding to which they or any of them
      may
      be party by reason of any action taken or failure to act under or in connection
      with the Plan or any Stock Option granted thereunder, and against all amounts
      paid by them in settlement thereof (provided such settlement is approved by
      independent legal counsel selected by the Company) or paid by them in
      satisfaction of a judgment in any such action, suit or proceeding, except a
      judgment based upon a finding of bad faith; provided that upon the institution
      of any such action, suit or proceeding a Committee member shall, in writing,
      give the Company notice thereof and an opportunity, at its own expense, to
      handle and defend the same, with counsel acceptable to the Optionee, before
      such
      Committee member undertakes to handle and defend it on his own
      behalf.

     

    
      
        
        

      

      
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    11.7 Stock
      Options may be granted under this Plan from time to time, in substitution for
      stock options held by employees of other corporations who are about to become
      employees of the Company as the result of a merger or consolidation of the
      employing corporation with the Company or the acquisition by the Company of
      the
      assets of the employing corporation or the acquisition by the Company of stock
      of the employing corporation as a result of which it becomes a subsidiary of
      the
      Company. The terms and conditions of such substitute stock options so granted
      may vary from the terms and conditions set forth in this Plan to such extent
      as
      the Board of Directors of the Company at the time of grant may deem appropriate
      to conform, in whole or in part, to the provisions of the stock options in
      substitution for which they are granted, but no such variations shall be such
      as
      to affect the status of any such substitute stock options as a stock option
      under Section 422A of the Code.

    


    11.8 Notwithstanding
      anything to the contrary in the Plan, if the Committee finds by a majority
      vote,
      after full consideration of the facts presented on behalf of both the Company
      and the Optionee, that the Optionee has been engaged in fraud, embezzlement,
      theft, insider trading in the Company's stock, commission of a felony or proven
      dishonesty in the course of his association with the Company or any subsidiary
      corporation which damaged the Company or any subsidiary corporation, or for
      disclosing trade secrets of the Company or any subsidiary corporation, the
      Optionee shall forfeit all unexercised Stock Options and all exercised NQSO's
      under which the Company has not yet delivered the certificates and which have
      been earlier granted to the Optionee by the Committee. The decision of the
      Committee as to the cause of an Optionee's discharge and the damage done to
      the
      Company shall be final. No decision of the Committee, however, shall affect
      the
      finality of the discharge of such Optionee by the Company or any subsidiary
      corporation in any manner.

    


    12. Written
      Agreement

    


    12.1 Each
      Stock Option granted hereunder shall be embodied in a written Stock Option
      Agreement which shall be subject to the terms and conditions prescribed above
      and shall be signed by the Optionee and by the President or any Vice President
      of the Company, for and in the name and on behalf of the Company. Such Stock
      Option Agreement shall contain such other provisions as the Committee, in its
      discretion shall deem advisable.

    

      
        
          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Number
                of Shares:  

            	 	
              Date
                of Grant: _______________

            


    

    


    FORM
      OF
      NON-QUALIFIED STOCK OPTION AGREEMENT

    


    AGREEMENT
      made this  __
      day of
      ___________ 2006,
      between                 
      (the
“Optionee”), and Elephant Talk Communications, Inc. (the
“Company”).

    


    1. Grant
      of Option

    


    The
      Company, pursuant to the provisions of the 2006 Non-Qualified Stock and Option
      Compensation Plan (the “Plan”), adopted by the Board of Directors on June ___,
      2006, the Company hereby grants to the Optionee, subject to the terms and
      conditions set forth or incorporated herein, an option to purchase from the
      Company all or any part of an aggregate of   
      shares
      of its $0.001 par value common stock, as such common stock is now constituted,
      at the purchase price of $ 
      per
      share. The provisions of the Plan governing the terms and conditions of the
      Option granted hereby are incorporated in full herein by reference.

    


    2. Exercise

    


    The
      Option evidenced hereby shall be exercisable in whole or in part on or after
      _________ and on or before ______ ,
      provided that the cumulative number of shares of common stock as to which this
      Option may be exercised (except in the event of death, retirement, or permanent
      and total disability, as provided in paragraph 6.9 of the Plan) shall not exceed
      the following amounts:

    


    
      	
              Cumulative
                Number 

              of
                Shares

            	 	
              Prior
                to Date

              (Not
                Inclusive of)

            


    

    


    


    


    


    


    The
      Option evidenced hereby shall be exercisable by the delivery to and receipt
      by
      the Company of (i) written notice of election to exercise, in the form set
      forth
      in Attachment B hereto, specifying the number of shares to be purchased; (ii)
      accompanied by payment of the full purchase price thereof in cash or certified
      check payable to the order of the Company, or by fully paid and nonassessable
      common stock of the Company properly endorsed over to the Company, or by a
      combination thereof, and (iii) by return of this Stock Option Agreement for
      endorsement of exercise by the Company on Schedule I hereof. In the event fully
      paid and nonassessable common stock is submitted as whole or partial payment
      for
      shares to be purchased hereunder, such common stock will be valued at their
      Fair
      Market Value (as defined in the Plan) on the date such shares received by the
      Company are applied to payment of the exercise price.

    

      
        
          
          

        

        
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            9
            -

          
            

          

        

        
          
          

        

      

    

     

    3. Transferability

    


    The
      Option evidenced hereby is not assignable or transferable by the Optionee other
      than by the Optionee's will or by the laws of descent and distribution, as
      provided in paragraph 6.9 of the Plan. The Option shall be exercisable only
      by
      the Optionee during his lifetime.

    


    
      	 	
              Elephant
                Talk Communications, Inc.

            
	 	 
	 	 
	 	
              By:
                _____________________________

            
	 	
              Name:

            
	
              ATTEST:

            	
              Title:

            


    

    


    


     

    Secretary

    


    Optionee
      hereby acknowledges receipt of a copy of the Plan, attached hereto and accepts
      this Option subject to each and every term and provision of such Plan. Optionee
      hereby agrees to accept as binding, conclusive and final, all decisions or
      interpretations of the Board of Directors administering the Plan on any
      questions arising under such Plan. Optionee recognizes that if Optionee's
      employment with the Company or any subsidiary thereof shall be terminated
      without cause, or by the Optionee, prior to completion or satisfactory
      performance by Optionee (except as otherwise provided in paragraph 6 of the
      Plan) all of the Optionee's rights hereunder shall thereupon terminate; and
      that, pursuant to paragraph 6 of the Plan, this Option may not be exercised
      while there is outstanding to Optionee any unexercised Stock Option granted
      to
      Optionee before the date of grant of this Option.

    


    


    
      	
              Dated:

            	 	 
	 	 	
              Optionee

            


    

    


    


    


    
      	 
	
              Print
                Name

            
	 
	 
	
              Address

            
	 
	 
	
              Social
                Security No.

            


    


    
      
        
        

      

      
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          10
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    ATTACHMENT
      B

    


    NOTICE
      OF
      EXERCISE

     

    


    To: Elephant
      Talk Communications, Inc.

     

    


    (1)  The
      undersigned hereby elects to purchase ________ shares of Common Shares (the
      “Common Shares”), of Elephant Talk Communications, Inc. pursuant to the terms of
      the attached Non-Qualified Stock Option Agreement, and tenders herewith payment
      of the exercise price in full, together with all applicable transfer taxes,
      if
      any.

    


    (2)  Please
      issue a certificate or certificates representing said shares of Common Shares
      in
      the name of the undersigned or in such other name as is specified
      below:

    


    


    
      	
               

            
	
              (Name)

            
	 
	 
	
               

            
	 
	
               

            
	
              (Address)

            


    

     

    Dated:

    


    


    
      	
               

            
	
              (Signature)

            


    

    


    


    


    
      	
              Optionee:  

            	 	
              Date
                of Grant: ________________________

            


    

    

      
        
          
          

        

        
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            11
            -

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      I

    


    


    
      	
              DATE

            	
              SHARES
                PURCHASED

            	
              PAYMENT
                RECEIVED

            	
              UNEXERCISED SHARES REMAINING

            	
              ISSUING OFFICER INITIALS

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

     

    
      
        
        

      

      
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          12
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