AGREEMENT OF PURCHASE AND SALE

(a)

ET Europe has due corporate authority to enter into this Agreement and to perform the transaction contemplated herein.

(b)

ET Europe and ETCI have no liabilities or obligations to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which BELTRUST, BENOIT or Corporations could be obligated or liable.

BELTRUST, BENOIT and Corporations are duly organized, validly existing and in good standing under the laws of their jurisdiction, and have the necessary authority to enter into this transaction.

BELTRUST, BENOIT and Corporations have no liabilities or obligations to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which ET Europe and ETCI could become liable or obligated.

BELTRUST, BENOIT and Corporations together control the assets as listed in Exhibit 2 and have only debts directly related to the normal course of business.

The execution, delivery and performance of this Agreement by BELTRUST 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 BELTRUST is subject.

After the closing of this transaction, BENOIT and Corporations will have no debts outstanding whatsoever, towards BELTRUST anymore.

BELTRUST owns the issued shares of BENOIT (the “BENOIT Shares”) as indicated herein.

The BENOIT Shares are fully paid-up and non-assessable.

No agreement or option exists pursuant to which BENOIT is or may be obliged to issue further shares of its authorized capital.

The BENOIT Shares are sold free and clear of all liens, encumbrances and charges.

Any consent required for the transfer of the BENOIT Shares in accordance with ET Europe's direction is given.

U.S. Securities Laws representations:

No Registration. BELTRUST acknowledges and agrees that the ETCI Shares will be offered and sold to BELTRUST without such offer and sale being registered under the Securities Act, or under any state securities or "blue sky" laws of any state of the U.S., and will be issued to BELTRUST in an offshore transaction outside of the United States in accordance with a safe harbor from the registration requirements of the Securities Act provided by Regulation S. As such, BELTRUST further acknowledges and agrees that the ETCI Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act. BELTRUST understands that the ETCI Shares may not be offered or sold in the U.S. or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case in accordance with applicable state and federal securities laws. Neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the ETCI Shares. The statutory and regulatory basis for the exemption claimed for the offer of the ETCI Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the Securities Act or any applicable state and federal securities laws

Investor Not a U.S. Person. BELTRUST is not a U.S. Person (as defined in Regulation S under the Securities Act). BELTRUST is not acquiring the ETCI Shares for the account or benefit of, directly or indirectly, any U.S. Person.

Purchase Entirely for Own Account. BELTRUST understands that ETCI is making this Agreement with BELTRUST in reliance upon BELTRUST's representation to ETCI, which by BELTRUST's execution of this Agreement BELTRUST hereby confirms, that BELTRUST is outside the United States when receiving and executing this Agreement and is acquiring the ETCI Shares as principal for BELTRUST's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof (other than a contemplated transfer to a non-US person), and that BELTRUST has no present intention of selling, granting any participation in, or otherwise distributing the same (other than a contemplated transfer to a non-US person). By executing this Agreement, BELTRUST further represents that BELTRUST does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the ETCI Shares (other than a contemplated transfer to a non-US person).

No Underwriter. BELTRUST is not an underwriter of, or dealer in, the common shares of ETCI, nor is BELTRUST participating, pursuant to a contractual agreement or otherwise, in the distribution of the ETCI Shares.

Investment Experience. BELTRUST acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the ETCI Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

No Directed Selling Efforts. BELTRUST acknowledges that BELTRUST has not acquired the ETCI Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the Securities Act) in the U.S. in respect of the ETCI Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the U.S. for the resale of the ETCI Shares; provided, however, that BELTRUST may sell or otherwise dispose of the ETCI Shares pursuant to registration of the ETCI Shares pursuant to the Securities Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein.

No General Solicitation. BELTRUST is not aware of any advertisement of any of the ETCI Shares and is not acquiring the ETCI Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

Disclosure of Information. The decision to execute this Agreement and acquire the ETCI Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of ETCI, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by ETCI with the Securities and Exchange Commission (the "SEC"). BELTRUST and BELTRUST's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from ETCI in connection with the distribution of the ETCI Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about ETCI. BELTRUST acknowledges that it has had access to all the information it considers necessary or appropriate for deciding whether to purchase the ETCI Shares.

U.S. Civil Remedies. BELTRUST is acquiring the ETCI Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this subscription, and, as a consequence, BELTRUST will not be entitled to use most of the civil remedies available under applicable securities legislation and BELTRUST will not receive information that would otherwise be required to be provided to BELTRUST pursuant to applicable securities legislation.

No Other Representations. No person has made to BELTRUST any written or oral representations:

that any person will resell or repurchase any of the ETCI Shares;

that any person will refund the purchase price of any of the ETCI Shares;

as to the future price or value of any of the ETCI Shares; or

that any of the ETCI Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the ETCI Shares on any stock exchange or automated dealer quotation system.

No Registration Rights. Except as provided in this Agreement, BELTRUST acknowledges that ETCI has not undertaken, and will have no obligation, to register any of the ETCI Shares under the Securities Act.

Indemnification. BELTRUST will indemnify and hold harmless ETCI and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of BELTRUST contained herein or in any document furnished by BELTRUST to ETCI in connection herewith being untrue in any material respect or any breach or failure by BELTRUST to comply with any covenant or agreement made by BELTRUST to ETCI in connection therewith.

OTC Bulletin Board. None of the ETCI Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to BELTRUST that any of the ETCI Shares will become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a market for ETCI's common shares on the NASD's OTC Bulletin Board.

Investor’s Advisors. BELTRUST has been advised to consult BELTRUST's own legal, tax and other advisors with respect to the merits and risks of an investment in the Units and with respect to applicable resale restrictions, and it is solely responsible (and ETCI is not in any way responsible) for compliance with:

any applicable laws of the jurisdiction in which BELTRUST is resident in connection with the distribution of the Units hereunder, and

applicable resale restrictions.

Legends. BELTRUST acknowledges and agrees that all certificates representing the ETCI Shares will be endorsed with the following legend, or such similar legend as deemed advisable by legal counsel for the Purchaser, to ensure compliance with Regulation S and to reflect the status of the ETCI Shares as restricted securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

Any legend required by the laws of any State, including any legend required by the California Department of Corporations and Sections 417 and 418 of the California Corporations Code.

8.

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.

10.

This Agreement shall be governed by and construed in accordance with the internal law of Switzerland without regard to conflict-of-law principles and shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

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

By signing this Agreement ET Europe declares to have the full authorization and consent of ETCI to do so.

By signing this Agreement BELTRUST guarantees that all the statements made in this Agreement in the name of BENOIT and Corporations are accurate.

Exhibit

1

Memorandum of Understanding dated January 17, 2005

1A

Addendum to the Memorandum of Understanding dated March 3, 2005

3

Escrow Agreement dated March 3, 2005

5

Security Agreement with Material and Immaterial Assets as Collateral dated February 15, 2005

Parties have entered into a Memorandum of Understanding dated 17 January 2005 (“MOU”) regarding the purchase of all outstanding shares in the Swiss based company Benoit Telecom Holding AG and its subsidiaries (“BENOIT”);

Parties wish to amend and add certain conditions to the proposed transaction for the sale and purchase of all the outstanding shares in BENOIT;

ETCI has requested an extension of the originally agreed upon due diligence closing date of 30 April 2005;

BELTRUST is willing under certain conditions to grant an extension of the due diligence period.

BELTRUST grants ETCI an extension of the due diligence period up to a maximum of one (1) year, commencing as of date of this Agreement. BELTRUST thus also grants the extension for the planned execution of the Share Purchase Agreement as referred to in the MOU (“SPA”).

BELTRUST provides exclusivity to ETCI for the purchase of the shares in BENOIT for a period equal to the due diligence period as stipulated under 1.

ETCI will provide security for the purchase price as laid down in the MOU by paying the complete purchase price into a bank account at an escrow agent. In case parties do not enter into the SPA, the Purchase Price will be returned to ETCI by the escrow agent.

For the continuation, built-up of the business and the telecom network during the extended due diligence period, ETCI will assume sole responsibility for providing working capital to BENOIT. In case parties do not enter into the SPA, the working capital provided will be returned by BENOIT to ETCI. As security for repayment of this working capital, BELTRUST will arrange that Benoit will provide its assets as security to ETCI. In case parties enter into the SPA, the security arrangement will automatically terminate, irrespective of how much working capital has been repaid by BENOIT to ETCI.

Parties appoint CC Financial Consult AG, Oberageri, Switzerland as the escrow agent as discussed under 3.

The purchase price will be paid into the escrow account no later than May 31, 2005.

Parties agree that BENOIT will be changing their corporate names into Elephant Talk. In case parties do not enter into the SPA, these name changes will be reversed whereby the direct cost associated is to be borne by ETCI.

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

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.

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.

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

a Memorandum of Understanding dated 17 January 2005,

a Funding Agreement and Promise of Repayment dated 15 February 2005

a Security Agreement 15 February 2005

an Addendum to Memorandum of Understanding dated 3 March 2005 (the Contract)

For the continuation, built-up of the business and the telecom network, ETCI will assume responsibility for providing funding to BENOIT, and BENOIT hereby promises to re-pay the amount advance to ETCI. In case parties do not enter into the Securities Purchase Agreement (SPA), the funding provided will be repaid by BENOIT to ETCI. In the event the parties do enter into SPA, BENOIT’s obligation to re-pay the funds advanced will be discharged. As security for repayment of this funding, Beltrust will cause BENOIT to grant a security interest in its assets to ETCI.

Parties agree that BENOIT will be change their corporate names into Elephant Talk. In case parties do not enter into the SPA, these name changes will be reversed whereby the direct cost associated is to be borne by ETCI.

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

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.

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.

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

Secured Party and Borrower herewith give execution to the agreement made between Secured Party and Borrower’s owner Beltrust AG, in which it is stipulated that Borrower will provide security by means of collateral for funding to be received from Borrower.

As of even date herewith, Secured Party will extend at various intervals loans to Borrower, up to a maximum amount of US$ 2,000,000.— (two million USD).

Secured Party has required Borrower to give certain collateral for the indebtedness in the form of various assets listed in Exhibit “A” attached hereto (the “Collateral”).

Borrower represents and warrants to the Secured Party that the Borrower is the sole and exclusive owner of the Collateral and has full and unrestricted right, title and interest in and to said Collateral.

Grant of Security Interest 

Secured party may, at any time after default, without notice to Borrower, declare all or any of the obligations immediately due and payable. Secured party will have, in addition to all other rights and remedies, the rights and remedies of a Secured Party under Swiss Law, including, without limitation, the right to sell, lease, or otherwise dispose of any or all of the Collateral.

After deducting all costs and expenses of every kind incurred in, or incidental to, the retaking, holding, advertising, preparing for sale, or the selling, leasing, or otherwise disposing of the Collateral, including, but not limited to, attorney's fees, legal expenses, and cost of any repair considered necessary by Secured Party, all of which costs and expenses Borrower agrees to pay, Secured Party may apply the net proceeds of any sale, license, lease, or other disposition of the collateral to payment of the obligation or obligations secured, whether due or not, in such order as Secured Party may elect. However, if Secured Party has transferred any of the obligations to another party, the net proceeds of any disposition of Collateral shall be applied first to payment of any notes constituting obligations in the order of their dates beginning with the note of earliest date (a note in extension or renewal being considered as if of the same date as the original note) and then to payment of any other obligations, whether due or not, in such order as Secured Party may elect. In applying net proceeds to payment of obligations, proper rebate for any unearned interest or discount will be made.

Whenever an attorney is employed to collect any obligation or to enforce any right of Secured Party against Borrower under this security agreement, whether by suit or other means, Borrower agrees to pay an attorney's fees.

Any failure to make any payment as required under the stipulations as agreed between Secured Party and Borrowers’ owner Beltrust AG.

Any failure to perform any act required under the terms of this Agreement.

Lender determines that any of the representations and warranties made by the Borrower hereunder are untrue, inaccurate or misleading or have become untrue, inaccurate or misleading.

The Borrower has full right, power and authority to execute and deliver this Security Agreement and to grant the security interest in the Collateral as provided herein.

The execution, delivery and performance of this Security Agreement has been duly authorized by all necessary corporate action.

This Security Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium, or other similar laws from time to time in effect affecting creditor's rights generally and by principles governing the availability of equitable remedies, and the grant of the security interest in the Collateral existing on the date hereof constitutes, and, as to subsequently acquired Collateral, will constitute, a valid and perfected first and prior security interest, superior to the rights of any other person, in and to the Collateral.

Borrower shall have the responsibility and obligation to defend and protect the Collaterals at its own cost and expense and that Secured Party shall have no responsibility regarding the same. In the event that the Borrower fails or refused to take any step required by Secured Party to defend and protect its Collateral, Secured Party may, but is not required to take such action on behalf of and in the name of the Borrower and any costs and expenses incurred by Secured Party shall be immediately due and payable upon notice thereof to Borrower and such amounts shall be and become further Obligations secured by this Security Agreement.

Borrower shall take any and all actions necessary to assure that the Collaterals remain in effect and are fully enforceable throughout the term of this Agreement. This shall include, but is not limited to assuring that such Collaterals are renewed on a timely basis.

Borrower shall not during the term of this Agreement, license any rights to use the Collaterals or any portion thereof without the advanced written consent of the Secured Party, which consent may be withheld in the discretion of the Secured Party.