EXHIBIT 10.1

                      OPTION AGREEMENT WITH TANG WAI LEONG

THIS OPTION  AGREEMENT  ("Agreement")  is entered into effective the 11th day of
April 2002, by and between Tang Wai Leong, an individual ("Leong"), and Elephant
Talk Communications, Inc., a California corporation (the "Company").

WHEREAS,  the Company  proposes to issue to Leong options to purchase  shares of
its  common  stock  (the  "Common  Stock")  in  connection  with  the  Company's
engagement of Leong pursuant to the Advisory  Agreement of even date between the
Company and Leong,  incorporated by reference herein (the "Advisory Agreement");
and

WHEREAS,  to  induce  Leong to  execute  the  First  Amendment  to the  Advisory
Agreement the Company  hereby  grants Leong an option to purchase  shares of the
Company's Common Stock subject to the terms and conditions set forth below.

NOW, THEREFORE,  for and in consideration of the mutual promises herein, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  and subject to the terms and  conditions set forth below,
Leong and the Company agree as follows:

1.       The Option

The Company hereby grants Leong (hereinafter  "Holder") an option (the "Option")
to acquire Two Million (2,000,000) shares of the Company's Common Stock, subject
to  adjustment as set forth herein (such shares,  as adjusted,  are  hereinafter
referred to as the "Option  Shares"),  at the closing  market price of Thursday,
April 11th, 2002 which is Thirty Two Cents ($0.32) per share ("Option Price").

2.       Term and Exercise of Option

A.       Term of Option.  Subject to the terms of this  Agreement,  Holder shall
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have the right to exercise the Option in whole or in part,  commencing  the date
hereof through the close of business on April 10, 2003.

B.       Exercise  of the  Option.  The Option  may be  exercised  upon  written
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notice to the Company at its principal  office  setting out the number of Option
Shares to be purchased, together with payment of the Option Price.

C.       Issuance of Option Shares.   Upon such notice of exercise and payment
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of the Option Price,  the Company  shall issue and cause to be delivered  within
five (5) business days  following the written order of Holder,  or its successor
as provided for herein, and in such name or names as the Holder may designate, a
certificate or certificates for the number of Option Shares to be purchased. The
rights of  purchase  represented  by the  Option  shall be  exercisable,  at the
election of the Holder thereof, either in full or from time to time in part, and
in the event the Option is  exercised  in respect of less than all of the Option



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Shares  purchasable on such exercise at any time prior to the date of expiration
hereof,  the remaining  Option Shares shall continue to be subject to adjustment
as  set  forth  in  paragraph  4  hereof.  The  Company  irrevocably  agrees  to
reconstitute the Option Shares as provided herein.

3.       Reservation of Option Shares

The  Company  shall  at  all  times  keep  reserved  and  available,  out of its
authorized  Common  stock,  such  number of  shares of Common  Stock as shall be
sufficient  to  provide  for the  exercise  of the  rights  represented  by this
Agreement.  The transfer  agent for the Common Stock and any successor  transfer
agent for any shares of the Company's  capital stock  issuable upon the exercise
of any of such rights of purchase,  will be irrevocably  authorized and directed
at all times to reserve  such  number of shares as shall be  requisite  for such
purpose. The Company will cause a copy of this Agreement to be kept on file with
the transfer agent or its successors.

4.       Adjustment of Option Shares

The number of Option  Shares  purchasable  pursuant to this  Agreement  shall be
subject to adjustment from time to time upon the happening of certain events, as
follows:

A.       Adjustment for Recapitalization. Subject to paragraph 4.B below, in the
event the Company shall (a) sub-divide its  outstanding  shares of Common Stock,
or (b) issue or convert by a reclassification  or recapitalization of its shares
of Common Stock into, for, or with other securities (a "Recapitalization"),  the
number  of  Option  Shares  purchasable  hereunder  immediately  following  such
Recapitalization  shall be  adjusted  so that the Holder  shall be  entitled  to
receive the kind and number of Option Shares or other  securities of the Company
measured  as a  percentage  of the total  issued and  outstanding  shares of the
Company's  Common Stock as of the hereof which it would have entitled to receive
immediately  preceding  such  Recapitalization,  had such Option been  exercised
immediately prior to the happening of such event or any record date with respect
thereto.  An adjustment  made pursuant to this paragraph shall be calculated and
effected  taking into account the formula set forth in paragraph  4.B. below and
shall  become  effective  immediately  after the  effective  date of such  event
retroactive to the effective date.

B.       Adjustment of the Exercise Price and Number of Option Shares.   In  the
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event of any change in the  Company's  Common Stock by reason of a reverse stock
split,  neither  the number nor the Option  Price of the shares  subject to this
Option shall be changed or be adjusted.

C. Preservation of Purchase Rights Under Consolidation. Subject to paragraph 4.B
above, in case of any Recapitalization or any other consolidation of the Company
with or merger of the Company into another  corporation,  or in case of any sale
or  conveyance  to another  corporation  of the  property  of the  Company as an
entirety or substantially as an entirety, the Company shall prior to the closing
of such transaction, cause such successor or purchasing corporation, as the case
may be, to acknowledge and accept  responsibility for the Company's  obligations
hereunder  and to grant the  Holder  the right  thereafter  upon  payment of the
Option Price to purchase the kind and amount of shares and other  securities and
property  which he would have owned or have been  entitled to receive  after the

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happening of such consolidation,  merger, sale or conveyance.  The provisions of
this paragraph  shall  similarly  apply to successive  consolidations,  mergers,
sales or  conveyances.  D. Notice of  Adjustment.  Whenever the number of Option
Shares purchasable hereunder is Adjusted, as herein provided,  the Company shall
mail by  first  class  mail,  postage  prepaid,  to the  Holder  notice  of such
adjustment  or  adjustments,  and  shall  deliver  to Holder  setting  forth the
adjusted number of Option Shares  purchasable and a brief statement of the facts
requiring such  adjustment,  including the computation by which such adjustments
was made.

5.       Failure to Deliver  Option  Shares  Constitutes  Breach Under  Advisory
         Agreement

Failure by the Company, for any reason, to deliver the certificates representing
any shares  purchased  pursuant to this Option  within the five (5) business day
period set forth in paragraph 2 above, or the placement of a Stop Transfer order
by the Company on any Option  Shares once  issued,  shall  constitute a "Breach"
under the Advisory  Agreement and, for the purpose of  determining  the terms of
this Agreement,  shall automatically toll the expiration of this Agreement for a
period of time equal to the delay in  delivering  the subject  shares or term of
the Stop Transfer order.

6.       Assignment

The Option  represented by this Agreement may only be assigned or transferred by
Leong  to  an  affiliate  or  subsidiary,  or  as  the  result  of  a  corporate
reorganization  or  recapitalization.  For the  purpose of this  Option the term
"Affiliate"  shall be  defined  as a person  or  enterprise  that  directly,  or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under  common  control with the Company  otherwise,  this  Agreement  and the
rights hereunder shall not be assigned by either party hereto.

7.       Counterparts

A facsimile,  telecopy or other  reproduction of this instrument may be executed
by one or more  parties  hereto  and  such  executed  copy may be  delivered  by
facsimile or similar  instantaneous  electronic  transmission device pursuant to
which  the  signature  of or on  behalf  of such  party  can be  seen,  and such
execution and delivery shall be considered valid, binding and effective for all.

8.       Further Documentation

Each party hereto agrees to execute such  additional  instruments  and take such
action  as may be  reasonably  requested  by  the  other  party  to  effect  the
transaction,  or  otherwise  to  carry  out  the  intent  and  purposes  of this
Agreement.

9.       Notices

All notices and other communications  hereunder shall be in writing and shall be
sent by prepaid first class mail to the parties at the following  addresses,  as
amended by the parties with written notice to the other:




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To Company:                Elephant Talk Communications, Inc.
                           19222 Pioneer Blvd., Suite 100
                           Cerritos, CA 90703
                           Telephone: (562) 653-0400
                           Facsimile: (562) 653-0900

To Leong:                  Tang Wai Leong
                           24A, Block 2
                           New Jade Garden
                           Chaiwan, Hong Kong


With copy to:              John A. Furutani
                           2500 E. Colorado Blvd., Suite 301
                           Pasadena, CA 91107
                           Telephone: (626) 844-2437
                           Facsimile: (626) 844-2442


10.      Counterparts

This Agreement may be executed simultaneously in two or more counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

11.      Governing Law

This Agreement was  negotiated,  and shall be governed by the laws of California
notwithstanding any conflict-of-law provision to the contrary.

12.      Entire Agreement

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

Severability

If a court of competent jurisdiction  determines that any clause or provision of
this  Agreement  is invalid,  illegal or  unenforceable,  the other  clauses and
provisions  of the  Agreement  shall  remain in full  force and  effect  and the
clauses and provisions which are determined to be void, illegal or unenforceable
shall be limited so that they shall  remain in effect to the extent  permissible
by law.

Amendment or Waiver

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 any party of the performance of
any  obligation  by the other shall be  construed as a waiver of the same or any
other default then,  theretofore,  or thereafter  occurring or existing.  At any
time prior to Closing,  this Agreement may be amended by a writing signed by all
parties hereto.


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Headings

The  section  and  subsection  headings  in  this  Agreement  are  inserted  for
convenience  only and shall not affect in any way the meaning or  interpretation
of this Agreement.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
first written above.

"Leong"
Tang Wai Leong, an individual

/s/ Tang Wai Leong
------------------------------------------
Tang Wai Leong


The "Company"
Elephant Talk Communications,, Inc.


By:     /s/ Russelle Choi
        --------------------------------
        Name: Russelle Choi
        Title: President & CEO































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