EXHIBIT
      10.1

     

    STOCK
      PURCHASE AGREEMENT

    


    This
      Stock Purchase Agreement (“Agreement”), dated as of May 1, 2008, by and among
      Fiesta Communications, Inc., a Texas Corporation (“Purchaser”), and ATSI
      Communications, Inc., a Nevada corporation (“Stockholder”).

    


    WITNESSETH:

    


    WHEREAS,
      Stockholder owns 1000 shares, par value $0.001 per share (the “Shares”), of
      common stock (“Common Stock”) of Telefamilia Communications, Inc., a Texas
      corporation (the “Company”), which represents 100% of the issued and outstanding
      capital stock of the Company;

    


    WHEREAS,
      Stockholder desires to sell to Purchaser, and Purchaser desires to purchase
      from
      Stockholder, all of the Shares, subject to the terms and conditions of this
      Agreement;

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants and agreements
      of the parties hereinafter contained, the parties hereby agree as
      follows:

    


    ARTICLE
      I

    DEFINITIONS

     

    For
      purposes of this Agreement, capitalized terms shall have the meanings specified
      or referred to in Exhibit
      A
      attached
      hereto.

     

    ARTICLE
      II

    SALE
      OF STOCK

     

    2.01 Sale
      of Shares.
      On the
      Closing Date, and subject to the terms and conditions herein stated, Stockholder
      agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser agrees
      to purchase from Stockholder, all of the Shares. At the Closing, certificates
      representing the Shares shall be duly endorsed in blank, or accompanied by
      stock
      powers duly executed in blank, by Stockholder.

    


    2.02 Purchase
      Price; Payment.
      The
      purchase price which the Purchaser shall pay for the Shares and in consideration
      of the representations, warranties, covenants and agreements of the Stockholder
      contained herein is $30,000 in cash due July 31, 2008 and 975,000 shares of
      common .stock of Purchaser (giving effect to 500 for 1 forward split: 10,000
      shares to 5 million shares) payable at the Closing.

     

    
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    2.03 Closing
      Date.
      The
      Closing of the Subject Transactions (the “Closing”) shall be held on May 1, 2008
      or such other date as Purchaser and Stockholder may agree to in writing. Such
      date on which the Closing is to be held is herein referred to as the “Closing
      Date.” The Closing shall be held at the offices of ATSI Communications, Inc.,
      3201 Cherry Ridge Dr., Suite C300, San Antonio, Texas 78230, at 10:00 a.m.
      on the Closing Date.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF STOCKHOLDER

     

    Stockholder
      represents, warrants and agrees as follows:

    


    3.01 Ownership
      of Stock.
      Stockholder is the lawful owner of all of the Shares, free and clear of all
      Encumbrances. Stockholder has the corporate power and authority to enter into
      this Agreement and to sell, assign, transfer and convey all of the Shares
      pursuant to this Agreement and all necessary corporate action has been taken
      by
      Stockholder to authorize the Subject Transactions. This Agreement constitutes
      the legal, valid and binding obligation of Stockholder, enforceable against
      Stockholder in accordance with its terms except as such enforceability may
      be
      limited by applicable bankruptcy, insolvency, moratorium, reorganization or
      similar laws affecting creditors’ rights generally, general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law) or the discretion of the court before which any proceeding
      therefor may be brought. Assuming that Purchaser is a protected purchaser of
      the
      Shares subject to and within the meaning of Section 8.303 of the Texas Uniform
      Commercial Code as in effect on the date hereof and that Purchaser is not aware
      of any adverse claim with respect to the Shares, the delivery by Stockholder
      to
      Purchaser of the Shares pursuant to the provisions of this Agreement will
      transfer to Purchaser all rights and interests in and to the Shares, free of
      any
      adverse claim.

     

    3.02 Existence,
      Good Standing and Authority.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Texas. The Company has the corporate power to
      own
      its properties and to carry on its businesses as now being conducted. The
      Company is duly qualified to do business in all jurisdiction(s) in which the
      character or location of the properties owned or leased by it or the nature
      of
      the businesses conducted by it makes such qualification necessary except where
      the failure to be qualified would not have a Material Adverse Effect. The
      Stockholder has caused the Company to provide to Purchaser true and complete
      copies of all of the current Organizational Documents of the
      Company.

     

    3.03 Capital
      Stock.
      The
      Company has an authorized capitalization consisting of 1000 shares of Common
      Stock, of which 1000 shares are issued and outstanding. No shares of Common
      Stock are held in the Company’s treasury. All such outstanding shares have been
      duly authorized and validly issued and are fully paid and nonassessable. There
      are no preemptive rights or any outstanding options, warrants, rights, calls,
      commitments, conversion rights, rights of exchange, plans or other agreements
      of
      any character providing for the purchase, issuance or sale of any shares of
      the
      capital stock of the Company, other than as contemplated by this
      Agreement.


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    3.04 Investments;
      Subsidiaries.
      The
      Company does not have any Subsidiaries. The Company does not own, directly
      or
      indirectly, any capital stock or other equity or ownership or proprietary
      interest in any other corporation, partnership, association, trust, joint
      venture or other entity.

     

    3.05 No
      Material Changes.
      Since
      March 31, 2008, there has not been any material adverse change in the condition
      (financial or otherwise) or in the properties, assets, liabilities or business
      of the Company.

     

    3.06 Books
      and Records.
      The
      books of account, stock record books, and other records of the Company, all
      of
      which have been made available to Purchaser, are complete and correct in all
      material respects and have been maintained in accordance with sound business
      practices, including the maintenance of an adequate system of internal controls.
      At the Closing, all of such books and records will be in the possession of
      the
      Company.

     

    3.07 Title
      to Properties; Encumbrances; Condition of Assets.
      Except
      for properties and assets which have been sold or otherwise disposed of in
      the
      Ordinary Course of Business since the Balance Sheet Date, the Company has good,
      valid and marketable title to (a) all of the properties and assets (real and
      personal, tangible and intangible) owned by the Company, including, without
      limitation, all of the properties and assets reflected in the Balance Sheet
      as
      being owned by the Company, except as indicated in the notes thereto, and (b)
      all of the properties and assets purchased by the Company since the Balance
      Sheet Date; in each case not subject to any Encumbrances.

     

    3.08 No
      Conflict.
      (a)
      Except for such conflicts, violations or defaults that would not, individually
      or in the aggregate, have a Material Adverse Effect on the Company, neither
      the
      execution and delivery of this Agreement nor the consummation or performance
      of
      any of the Subject Transactions will, directly or indirectly (with or without
      notice or lapse of time):

     

    (i) contravene,
      conflict with, or result in a violation of (A) any provision of the
      Organizational Documents of the Company, or (B) any resolution adopted by
      the Board of Directors or the stockholders of the Company;

    


    (ii) contravene,
      conflict with, or result in a violation of, or give any Governmental Body or
      other Person the right to challenge any of the Subject Transactions or to
      exercise any remedy or obtain any relief under, any Legal Requirement or any
      Order to which the Company or any Stockholder, or any of the assets owned or
      used by the Company, may be subject;

    


    (iii) contravene,
      conflict with, or result in a violation of any of the terms or requirements
      of,
      or give any Governmental Body the right to revoke, withdraw, suspend, cancel,
      terminate, or modify, any Governmental Authorization that is held by the Company
      or that otherwise relates to the business of, or any of the assets owned or
      used
      by, the Company;



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    (iv) contravene,
      conflict with, or result in a violation or Breach of any provision of, or give
      any Person the right to declare a default or exercise any remedy under, or
      to
      accelerate the maturity or performance of, or to cancel, terminate, or modify,
      any Contract to which Stockholder or the Company is a party; or

    


    (v) result
      in
      the imposition or creation of any Encumbrance upon or with respect to any of
      the
      assets owned or used by the Company.

    


    (b) Neither
      the Company nor Stockholder is or will be required to give any notice to or
      obtain any Consent from any Person in connection with the execution and delivery
      of this Agreement or the consummation or performance of any of the Subject
      Transactions.

     

    3.09 Litigation.
      There
      is no Proceeding by any Person, or by or before (or any investigation by) any
      Governmental Body, pending, or to the Knowledge of Stockholder, threatened,
      against or affecting the Company or any of its properties or rights which is
      reasonably likely to have a Material Adverse Effect upon the Company or the
      Subject Transactions.

     

    3.10 Taxes.
      (a) All
      of the Tax Returns required to be filed by the Company have been filed and
      all
      such Tax Returns are true and correct in all material respects; (b) all Taxes
      payable by the Company for any taxable period (or a portion thereof) ending
      on
      or prior to the Closing have been properly reserved for in the books and records
      of the Company; and (c) all Taxes required to be withheld by the Company in
      connection with amounts paid or owing to any employee, independent contractor,
      creditor, stockholder or other third party, have been duly and timely withheld,
      and such withheld Taxes have been either duly and timely paid to the proper
      Governmental Body or properly set aside in accounts for such purpose and will
      be
      duly and timely paid to the proper Governmental Body.

     

    3.11 Intellectual
      Property.
      Set
      forth on Exhibit B are all patents, trademarks, trade names, service marks,
      copyrights, and any applications and registrations for such patents, trademarks,
      trade names, service marks, and copyrights, and all rights with respect to
      the
      foregoing (collectively, “Intellectual Property Rights”) owned by or licensed to
      the Company or used by the Company in connection with the conduct of its
      business. The Company is the owner of all Intellectual Property Rights. The
      Company has taken adequate measures to maintain in confidence all trade secrets
      and confidential information that it owns or uses. The Company has valid and
      enforceable rights to utilize the Intellectual Property Rights in its business
      as they are presently operated, free and clear of any Encumbrances. To
      Stockholder’s Knowledge, the Company is not infringing, or otherwise acting
      adversely to, the right of any Person under or in respect to, any Intellectual
      Property Right, and there is no claim by any Person pending or threatened
      against the Company with respect thereto. To Stockholder’s Knowledge, there is
      no Person infringing upon any Intellectual Property Rights utilized by the
      Company. 


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    3.12 Employees
      and Labor Matters.
      The
      Company is not a party to or bound by any collective bargaining agreement,
      and
      there is no labor union or other organization representing or purporting or
      attempting to represent any of the employees of the Company. There has not
      been
      or, to the Knowledge of the Company, been threatened any strike, slowdown,
      picketing, work stoppage, concerted refusal to work overtime or other similar
      labor activity with respect to any employees employed in the operation of the
      Business. The Company has complied with all applicable Legal Requirements
      pertaining to the employment or termination of employment of employees, other
      than such violations that could not reasonably be expected to have, individually
      or in the aggregate, a Material Adverse Effect on the Company.

     

    3.13 Broker’s
      or Finder’s Fees.
      No
      agent, broker, person or firm acting on behalf of Stockholder or the Company
      is,
      or will be, entitled to any commission or broker’s or finder’s fees from any of
      the parties hereto, or from any Affiliate of Stockholder or the Company, in
      connection with any of the Subject Transactions.

     

    ARTICLE
      IV

    REPRESENTATIONS
      OF PURCHASER

     

    Purchaser
      represents, warrants and agrees as follows:

    


    4.01 Existence,
      Good Standing and Authority.
      Purchaser is a Corporation, duly organized, validly existing and in good
      standing under the laws of the State of Texas. Purchaser has full power to
      execute and deliver this Agreement and to perform its obligations hereunder
      and
      all necessary action has been taken by Purchaser to authorize the Subject
      Transactions. This Agreement constitutes the legal, valid and binding obligation
      of Purchaser, enforceable against Purchaser in accordance with its terms except
      as such enforceability may be limited by applicable bankruptcy, insolvency,
      moratorium, reorganization or similar laws affecting creditors’ rights
      generally, general principles of equity (regardless of whether such
      enforceability is considered in a proceeding in equity or at law) or the
      discretion of the court before which any proceeding therefor may be
      brought.

     

    4.02 No
      Conflict.
      Neither
      the execution and delivery of this Agreement nor the consummation or performance
      of any of the Subject Transactions will, directly or indirectly (with or without
      notice or lapse of time) (a) contravene, conflict with, or result in a violation
      of (i) any provision of the Organizational Documents of Purchaser, or (ii)
      any
      resolution adopted by the Board of Directors of Purchaser; (b) contravene,
      conflict with, or result in a violation of, or give any Governmental Body or
      other Person the right to challenge any of the Subject Transactions or to
      exercise any remedy or obtain any relief under, any Legal Requirement or any
      Order to which Purchaser may be subject; or (c) contravene, conflict with,
      or
      result in a violation or Breach of any provision of, or give any Person the
      right to declare a default or exercise any remedy under, or to accelerate the
      maturity or performance of, or to cancel, terminate, or modify, any Contract
      to
      which Purchaser is a party. Purchaser is not and will not be required to give
      any notice to or obtain any Consent from any Person in connection with the
      execution and delivery of this Agreement or the consummation or performance
      of
      any of the Subject Transactions.


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    4.03 Broker’s
      or Finder’s Fees.
      No
      agent, broker, person or firm acting on behalf of Purchaser is, or will be,
      entitled to any commission or broker’s or finder’s fees from any of the parties
      hereto, or from any Affiliate of Purchaser, in connection with any of the
      Subject Transactions.

     

    4.04 Litigation.
      There
      is no Proceeding by any Person, or by or before (or any investigation by) any
      Governmental Body, pending, or, to the Knowledge of Purchaser, threatened,
      against or affecting Purchaser or any of its properties or rights that could
      have a Material Adverse Effect upon Purchaser or the Subject
      Transactions.

     

    4.05 Investment
      Intent.
      The
      Shares being acquired by Purchaser hereunder are being purchased for Purchaser’s
      own account and not with the view to, or for resale in connection with, any
      distribution or public offering thereof within the meaning of the Securities
      Act. Purchaser understands that the Shares have not been registered under the
      Securities Act or any applicable state laws by reason of their issuance in
      a
      transaction exempt from the registration and prospectus delivery requirements
      of
      the Securities Act and such laws, and that the Shares must be held indefinitely
      unless such shares are registered under the Securities Act and any applicable
      state laws or are exempt from registration.

     

    4.06 Compliance
      with Laws.
      Purchaser is in compliance with all Legal Requirements of any Governmental
      Body.
      Purchaser has not received any notice of any asserted present or past failure
      of
      Purchaser to comply with such Legal Requirements.

     

    4.07 No
      Implied Warranties.
      It is
      understood and agreed that Stockholder and the Company are not making and have
      not made, any representation or warranty of any kind, express or implied, to
      Purchaser except for those specifically provided in Article III of this
      Agreement. Except for the matters which are expressly covered by such
      representations and warranties, and upon which Purchaser intends to rely,
      Purchaser is relying on its own investigation and analysis in entering into
      this
      Agreement and consummating the Subject Transactions. Without limiting the
      generality of the foregoing, and notwithstanding any otherwise express
      representations and warranties made by the Company and the Stockholder in
      Article III hereof, the Company and the Stockholder make no representation
      or
      warranty to Purchaser regarding (a) any projections, estimates or budgets
      heretofore delivered or made available to Purchaser of future revenues, expenses
      or expenditures, future results of operations (or any component thereof), future
      cash flows or future financial conditions (or any component thereof) of the
      Company or the future business operations of the Company; or (b) any other
      information or documents made available to Purchaser or its counsel, accountants
      or advisors with respect to the Company except as expressly set forth in Article
      III hereof.


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    ARTICLE
      V

    MUTUAL
      COVENANTS

     

    5.01 Confidentiality;
      Public Announcements.
      Neither
      Stockholder nor Purchaser shall disclose or use in any manner any confidential
      information of each other or of the Company to which it may have access under
      this Agreement, except for the purposes of consultation with its Representatives
      for the purposes of performing this Agreement and consummating the Subject
      Transactions. If this Agreement is terminated for any reason pursuant to
Section
      8.01,
      the
      parties shall return all documentation and materials and copies thereof which
      shall have been furnished by or on behalf of another party. Except as may be
      required by applicable Legal Requirements, the parties hereto will keep this
      Agreement and the Subject Transactions confidential. The parties hereto will
      consult with each other regarding any press release or public announcement
      pertaining to this Agreement and the Subject Transactions and shall not issue
      any such press release or make any such public announcement prior to such
      consultation, except as may be required by applicable Legal Requirements or
      by
      obligations pursuant to any listing agreement with any national securities
      exchange or national automated quotation system.

     

    5.02 Cooperation.
      Subject
      to the terms and conditions herein provided, each party hereto will use such
      party’s Reasonable Efforts to take, or cause to be taken, such actions, to
      execute and deliver, or cause to be executed and delivered, such additional
      documents and instruments and to do, or cause to be done, all things necessary,
      proper or advisable under the provisions of this Agreement and applicable law
      to
      consummate and make effective all of the Subject Transactions.

     

    ARTICLE
      VI

    CONDITIONS
      TO PURCHASER’S OBLIGATIONS

     

    All
      obligations of Purchaser to be discharged under this Agreement at the Closing
      are subject to the fulfillment, prior to or at the Closing, of each of the
      following conditions, unless waived in writing by Purchaser prior to or at
      the
      Closing:

    


    6.01 Truth
      of Representations and Warranties.
      The
      representations and warranties of Stockholder and the Company contained in
      this
      Agreement or in any Schedule delivered pursuant hereto shall be true and correct
      in all material respects when made and as of the Closing Date.

     

    6.02 Covenants
      and Agreements.
      Stockholder shall have caused all covenants, agreements, and conditions required
      by this Agreement to be performed or complied with by them prior to or at the
      Closing to be so performed or complied with.

     

    6.03 No
      Material Adverse Change.
      Prior
      to the Closing Date, there shall have been no material adverse change in the
      assets, liabilities, business, condition (financial or otherwise), operations
      or
      prospects of the Company since the Balance Sheet Date, and there shall not
      have
      been any events, circumstances or developments which have resulted in a Material
      Adverse Effect on the Company.

     

    6.04 No
      Litigation Threatened.
      No
      Proceeding shall have been instituted or, to the Knowledge of Stockholder,
      threatened to restrain or prohibit any of the Subject
      Transactions.


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    6.05 Approvals;
      Filings.
      All
      Consents, if any, necessary to permit the consummation of the Subject
      Transactions shall have been received. All filings (other than those, if any,
      which may be required to be filed, given, obtained or taken solely by Purchaser)
      shall have been duly filed, given, obtained or taken on or prior to the Closing
      Date and will be in full force and effect on the Closing Date.

     

    6.06 Officer’s
      Certificate.
      Purchaser shall have received a certificate, dated the Closing Date, executed
      by
      an executive officer for and on behalf of Stockholder, certifying that the
      conditions to the obligations of Purchaser set forth in Sections
      6.01, 6.02, 6.03, and 6.04
      of this
      Agreement have been satisfied.

     

    ARTICLE
      VII

    CONDITIONS
      TO STOCKHOLDER’S OBLIGATIONS

     

    All
      obligations of Stockholder to be discharged under this Agreement at the Closing
      are subject to the fulfillment, prior to or at the Closing, of each of the
      following conditions, unless waived in writing by Stockholder prior to or at
      the
      Closing:

    


    7.01 Truth
      of Representations and Warranties.
      The
      representations and warranties of Purchaser contained in this Agreement or
      in
      any Schedule delivered pursuant hereto shall be true and correct in all material
      respects when made and as of the Closing Date.

     

    7.02 Covenants
      and Agreements of Purchaser.
      Purchaser shall have caused all covenants, agreements and conditions required
      by
      this Agreement to be performed or complied with by it prior to or at the Closing
      to be so performed or complied with.

     

    7.03 No
      Litigation Threatened.
      No
      Proceeding shall have been instituted or, to the Knowledge of Purchaser,
      threatened before a court or other government body or by any public authority
      to
      restrain or prohibit any of the Subject Transactions.

     

    7.04 Approvals;
      Filings.
      All
      Consents, if any, necessary to permit the consummation of the Subject
      Transactions shall have been received. All filings (other than those, if any,
      which may be required to be filed, given, obtained or taken solely by
      Stockholder) shall have been duly filed, given, obtained or taken on or prior
      to
      the Closing Date and will be in full force and effect on the Closing
      Date.

     

    7.05 Officer’s
      Certificate.
      Stockholder shall have received a certificate, dated the Closing Date, executed
      by an executive officer for and on behalf of Purchaser, certifying that the
      conditions to the obligations of Stockholder set forth in
      Sections 7.01, 7.02, and 7.03 of
      this
      Agreement have been satisfied.


     

    ARTICLE
      VIII

    MISCELLANEOUS

     

    8.01 Termination.
      This
      Agreement may, by notice given prior to or at the Closing, be
      terminated:


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    (i) by
      the
      mutual written agreement of Purchaser and Stockholder;

    


    (ii) by
      either
      Purchaser or Stockholder if a material Breach of any provision of this Agreement
      has been committed by the other party and such Breach has not been waived or
      cured;

    


    (iii) if
      the
      Closing shall not have occurred (other than through the failure of any party
      seeking to terminate this Agreement to comply fully with its obligations under
      this Agreement) as of May 1, 2008, or such later date as the parties may agree
      upon in writing.

    


    8.02 Expenses.
      The
      parties hereto shall pay all of their own expenses relating to the transactions
      contemplated by this Agreement, including, without limitation, the fees and
      expenses of its counsel and financial advisers. 

     

    8.03 Governing
      Law.
      The
      interpretation and construction of this Agreement, the Subject Transactions
      and
      all matters relating hereto, shall be governed by the laws of the State of
      Texas.

     

    8.04 Enforcement;
      Venue; Service of Process.
      In the
      event either party shall seek enforcement of any covenant, warranty or other
      term or provision of this Agreement or seeks to recover damages for the breach
      thereof, the party which prevails in such proceedings shall be entitled to
      recover reasonable attorneys’ fees and expenses actually incurred by it in
      connection therewith. The parties hereto agree that this Agreement is
      performable in Bexar County, Texas and that the sole and exclusive venue for
      any
      proceeding involving any claim arising under or relating to this Agreement
      shall
      be in Bexar County, Texas.

     

    8.05 Captions;
      References.
      The
      Article and Section captions used herein are for reference purposes only, and
      shall not in any way affect the meaning or interpretation of this Agreement.
      References to a “Section” or “Subsection” when used without further attribution
      shall refer to the particular sections or subsections of this
      Agreement.

     

    8.06 Notices.
      Any
      notice or other communications required or permitted hereunder shall be in
      writing and, unless otherwise provided herein, shall be deemed to have been
      duly
      given upon delivery in person, by telecopy, by overnight courier or by certified
      or registered mail, return receipt requested, as follows:

    


    
      	 	
              If
                to Stockholder:

            	
              ATSI
                Communications, Inc.

            
	 	 	
              3201
                Cherry Ridge Dr, Suite C300

            
	 	 	
              San
                Antonio, Texas 78230

            
	 	 	
              Attention:
                Antonio Estrada

            
	 	 	
              Facsimile:
                (210) 614-7264

            


    

    

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              If
                to Purchaser:

            	
              Fiesta
                Communications, Inc.

            
	 	 	
              900
                North Main

            
	 	 	
              McAllen,
                Texas 78501

            
	 	 	
              Attention:
                Mark Montalvo

            
	 	 	
              Facsimile:
                (866) 849-5972

            


    

     

    or
      at
      such other address or telecopy number as shall have been furnished in writing
      by
      any such party, except that such notice of such change shall be effective only
      upon receipt. Each such notice or other communication shall be effective when
      received or, if given by mail, when delivered at the address specified in this
      Section
      8.06
      or on
      the fifth business day following the date on which such communication is posted,
      whichever occurs first. 

    


    8.07 Parties
      in Interest.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and its successors and permitted assigns. This Agreement may not be
      transferred, assigned, pledged or hypothecated by any party hereto.

     

    8.08 Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which taken
      together shall constitute one instrument.

     

    8.09 Entire
      Agreement.
      This
      Agreement, including the other documents referred to herein which form a part
      hereof or any other written agreements that the parties enter into pursuant
      to
      or relating to the Subject Transactions, contains the entire understanding
      of
      the parties hereto with respect to the subject matter contained herein and
      therein. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to such subject matter. All exhibits and
      schedules referred to herein and attached hereto are incorporated herein by
      reference.

     

    8.10 Amendments.
      This
      Agreement may not be changed orally, but only by an agreement in writing signed
      by Purchaser, the Company and Stockholder.

     

    8.11 Severability.
      In case
      any provision in this Agreement shall be held invalid, illegal or unenforceable,
      the validity, legality and enforceability of the remaining provisions hereof
      will not in any way be affected or impaired thereby.

     

    8.12 Third
      Party Beneficiaries.
      Each
      party hereto intends that this Agreement shall not benefit or create any right
      or cause of action in or on behalf of any Person other than the parties hereto
      and any Designee of Purchaser.


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    8.13 Arbitration;
      Waiver of Trial By Jury.

     

    (a) Any
      and
      every dispute of any nature whatsoever that may arise between the parties
      hereto, whether sounding in contract, statute, tort, fraud, misrepresentation,
      discrimination or any other legal theory, including, but not limited to,
      disputes relating to or involving the construction, performance or breach of
      this Agreement, or any schedule, certificate or other document delivered by
      any
      party hereto or thereto, or any other agreement between the parties hereto,
      whether entered into prior to, on, or subsequent to the date of this Agreement,
      or those arising under any federal, state or local law, regulation or ordinance,
      shall be determined by binding arbitration in accordance with the then current
      commercial arbitration rules of the American Arbitration Association, to the
      extent such rules do not conflict with the provisions of this paragraph. If
      the
      amount in controversy in the arbitration exceeds Two Hundred Fifty Thousand
      Dollars ($250,000), exclusive of interest, attorneys’
      fees and
      costs, the arbitration shall be conducted by a panel of three (3) neutral
      arbitrators. Otherwise, the arbitration shall be conducted by a single neutral
      arbitrator. The parties hereto shall endeavor to select neutral arbitrators
      by
      mutual agreement. If such agreement cannot be reached within thirty (30)
      calendar days after a dispute has arisen which is to be decided by arbitration,
      any party or the parties jointly shall request the American Arbitration
      Association to submit to each party an identical panel of fifteen (15) persons.
      Alternate strikes shall be made to the panel, commencing with the party bringing
      the claim, until the names of three (3) persons remain, or one (1) person if
      the
      case is to be heard by a single arbitrator. The parties may, however, by mutual
      agreement, request the American Arbitration Association to submit additional
      panels of possible arbitrators. The person(s) thus remaining shall be the
      arbitrator(s) for such arbitration. If three (3) arbitrators are selected,
      the
      arbitrators shall elect a chairperson to preside at all meetings and hearings.
      The arbitrator(s), or a majority of them, shall have the power to determine
      all
      matters incident to the conduct of the arbitration, including without limitation
      all procedural and evidentiary matters and the scheduling of any hearing. The
      award made by a majority of the arbitrators shall be final and binding upon
      the
      parties thereto and the subject matter. The arbitration shall be governed by
      the
      United States Arbitration Act, 9 U.S.C. §1-16, and judgment upon the award
      rendered by the arbitrator(s) may be entered by any court having jurisdiction
      thereof. The arbitrators shall have no authority to award punitive or exemplary
      damages or any statutory multiple damages, and shall only have the authority
      to
      award compensatory damages, arbitration costs, attorneys’ fees, declaratory
      relief and permanent injunctive relief, if applicable. Unless otherwise agreed
      by the parties, the arbitration shall be held in San Antonio, Texas. This
Section
      8.13
      shall
      not prevent either party from seeking a temporary restraining order or temporary
      or preliminary injunctive relief from a court of competent jurisdiction in
      order
      to protect its rights under this Agreement. In the event a party seeks such
      injunctive relief pursuant to this Agreement, such action shall not constitute
      a
      waiver of the provisions of this Section
      8.13,
      which
      shall continue to govern any and every dispute between the parties, including
      without limitation the right to damages, permanent injunctive relief and any
      other remedy, at law or in equity.

     

    (b) EACH
      OF
      THE PARTIES TO THIS AGREEMENT WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTE
      OF ANY NATURE WHATSOEVER THAT MAY ARISE BETWEEN THEM, INCLUDING, BUT NOT LIMITED
      TO, THOSE DISPUTES RELATING TO OR INVOLVING IN ANY WAY THE CONSTRUCTION,
      PERFORMANCE OR BREACH OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE
      PARTIES, THE PROVISIONS OF ANY FEDERAL, STATE OR LOCAL LAW, REGULATION OR
      ORDINANCE NOTWITHSTANDING. By execution of this Agreement, each of the parties
      hereto acknowledges and agrees that it has had an opportunity to consult with
      legal counsel and that he/she/it knowingly and voluntarily waives any right
      to a
      trial by jury of any dispute pertaining to or relating in any way to the Subject
      Transactions, the provisions of any federal, state or local law, regulation
      or
      ordinance notwithstanding. 


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    IN
      WITNESS WHEREOF, Purchaser and Stockholder have executed this Agreement to
      be
      effective as of the day and year first above written.

    


    


    
      	 	
              FIESTA
                COMMUNICATIONS, INC.

            
	 	
              “Purchaser”

            
	 	 
	 	 
	 	
              By:

            	
              /s/ Arthur L Smith

            	 
	 	 	
              May
                1, 2008

            
	 	 
	 	 
	 	 
	 	
              ATSI
                COMMUNICATIONS, INC.

            
	 	 
	 	 	 
	 	
              By:

            	
              /s/ Antonio Estrada

            	 
	 	 	
              May
                1,2008

            


    

    

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    EXHIBIT
      A

     

    Definitions

     

    For
      purposes of this Agreement, the following terms have the meanings specified
      or
      referred to in this Exhibit
      A:

     

    “Affiliate”
is
      used
      in this Agreement to indicate a relationship with one or more persons and when
      used shall mean any corporation or organization of which such person is an
      executive officer, director or partner or is directly or indirectly the
      beneficial owner of ten percent (10%) or more of any class of equity securities
      or financial interest therein; any trust or other estate in which such person
      has a beneficial interest or as to which such person serves as trustee or in
      any
      similar fiduciary capacity; any relative or spouse of such person, or any
      relative of such spouse (such relative being related to the person in question
      within the second degree); any director or executive officer of such person;
      or
      any person that directly, or indirectly through one or more intermediaries,
      controls or is controlled by, or is under common control with, the person
      specified.

     

    “Agreement”
has
      the
      meaning set forth in the preamble.

     

    “Balance
      Sheet Date”
means
      the balance sheet of the Company as of January 31, 2008.

     

    “Breach”
means
      that a “Breach” of a representation, warranty, covenant, obligation, or other
      provision of this Agreement or any instrument delivered pursuant to this
      Agreement will be deemed to have occurred if there is or has been (a) any
      inaccuracy in or breach of, or any failure to perform or comply with, such
      representation, warranty, covenant, obligation, or other provision, or (b)
      any
      claim (by any Person) or other occurrence or circumstance that is or was
      inconsistent with such representation, warranty, covenant, obligation, or other
      provision, and the term “Breach” means any such inaccuracy, breach, failure,
      claim, occurrence, or circumstance.

     

    “Closing”
has
      the
      meaning set forth in Section
      2.03.

     

    “Closing
      Date”
has
      the
      meaning set forth in Section
      2.03.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended, or any successor law, and
      regulations issued by the IRS pursuant to the Internal Revenue Code or any
      successor law.

     

    “Common
      Stock”
means
      the common stock, par value $0.001 per share, of the Company.

     

    “Company”
has
      the
      meaning set forth in the preamble.

     

    “Consent”
means
      any approval, consent, ratification, waiver, or other authorization (including,
      without limitation, any Governmental Authorization).

     

    “Contract”
means
      any agreement, contract, instrument, obligation, promise, commitment or
      undertaking (whether written or oral and whether express or implied) that is
      legally binding.


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    “Encumbrance”
means
      any charge, claim, community property interest, condition, covenant, equitable
      interest including any equitable servitude, lien, option, pledge, security
      interest, right of first refusal, or restriction of any kind, including any
      restriction on use, voting, transfer, receipt of income, or exercise of any
      other attribute of ownership.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, or any successor law, and
      regulations and rules issued pursuant to that Act or any successor
      law.

     

    “GAAP”
means
      generally accepted United States accounting principles, applied on a basis
      consistent with the basis on which the Financial Statements were
      prepared.

     

    “Governmental
      Authorization”
means
      any approval, consent, license, permit, waiver, or other authorization issued,
      granted, given, or otherwise made available by or under the authority of any
      Governmental Body or pursuant to any Legal Requirement.

     

    “Governmental
      Body”
means
      any:

     

    (a) nation,
      state, county, city, town, village, district, or other jurisdiction of any
      nature;

     

    (b) federal,
      state, local, municipal, foreign, or other government;

     

    (c) governmental
      or quasi-governmental authority of any nature (including any governmental
      agency, branch, department, official, or entity and any court or other
      tribunal);

     

    (d) multi-national
      organization or body; or

     

    (e) body
      exercising, or entitled to exercise, any administrative, executive, judicial,
      legislative, police, regulatory, or taxing authority or power of any
      nature.

     

    “Intellectual
      Property Rights”
has
      the
      meaning set forth in Section 3.11.

     

    “IRS”
shall
      mean the Internal Revenue Service.

     

    “Knowledge”
means
      an individual will be deemed to have “Knowledge” of a particular fact or other
      matter if:

     

    (a) such
      individual is actually aware of such fact or other matter; or

     

    (b) a
      prudent
      individual could be expected to discover or otherwise become aware of such
      fact
      or other matter in the course of conducting a reasonably comprehensive
      investigation concerning the existence of such fact or other
      matter.

     

    “Legal
      Requirement”
means
      any federal, state, local, municipal, foreign, international, multinational,
      or
      other administrative order, constitution, law, ordinance, principle of common
      law, regulation, statute, or treaty.


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    “Material
      Adverse Effect”
means,
      with respect to any company or entity, any event, condition or change which
      materially and adversely affects or may materially and adversely affect the
      business, financial condition, prospects, assets or results of operations of
      such company.

     

    “Order”
means
      any award, decision, injunction, judgment, order, ruling, subpoena, or verdict
      entered, issued, made, or rendered by any court, administrative agency, or
      other
      Governmental Body having jurisdiction or by any arbitrator appointed as provided
      in this Agreement.

     

    “Ordinary
      Course of Business”
means
      an action taken by a Person will be deemed to have been taken in the “Ordinary
      Course of Business” only if:

     

    (a) such
      action is consistent with the past practices of such Person and is taken in
      the
      ordinary course of the normal day-to-day operations of such Person;

     

    (b) such
      action is not required to be authorized by the board of directors of such Person
      (or by any Person or group of Persons exercising similar authority);
      and

     

    (c) such
      action is similar in nature and magnitude to actions customarily taken, without
      any authorization by the board of directors (or by any Person or group of
      Persons exercising similar authority), in the ordinary course of the normal
      day-to-day operations of other Persons that are in the same line of business
      as
      such Person.

     

    “Organizational
      Documents”
means
      (a) the articles or certificate of incorporation and the bylaws of a
      corporation; (b) the partnership agreement and any statement of partnership
      of a general partnership; (c) the limited partnership agreement and the
      certificate of limited partnership of a limited partnership; (d) any
      charter or similar document adopted or filed in connection with the creation,
      formation, or organization of a Person; and (e) any amendment to any of the
      foregoing.

     

    “Person”
means
      any individual, corporation (including any non-profit corporation), general
      or
      limited partnership, limited liability company, joint venture, estate, trust,
      association, organization, labor union, or other entity or Governmental
      Body.

     

    “Preferred
      Stock”
means
      the preferred stock, par value $0.001 per share, of the Company.

     

    “Proceeding”
means
      any action, arbitration, audit, hearing, investigation, litigation, or suit
      (whether civil, criminal, administrative, investigative, or informal, at law
      or
      in equity) commenced, brought, conducted, or heard by or before, or otherwise
      involving, any Governmental Body or arbitrator.

     

    “Purchaser”
has
      the
      meaning set forth in the preamble.

     

    “Reasonable
      Efforts”
means
      the efforts that a reasonably prudent Person desirous of achieving a result
      would use in similar circumstances to ensure that such result is achieved with
      reasonably promptness; provided,
      however,
      that an
      obligation to use Reasonable Efforts under this Agreement does not require
      the
      Person subject to that obligation to take actions that would result in a
      materially adverse change in the benefits to such Person of this Agreement
      and
      the Subject Transactions.


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    “Representative”
means,
      with respect to a particular Person, any director, officer, employee, agent,
      consultant, advisor, or other representative of such Person, including legal
      counsel, accountants, and financial advisors.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, or any successor law, and regulations
      and rules issued pursuant to that Act or any successor law.

     

    “Shares”
has
      the
      meaning set forth in the recitals.

     

    “Stockholder”
has
      the
      meaning set forth in the preamble.

     

    “Subject
      Transactions”
means
      all of the transactions contemplated by this Agreement, including:

     

    (a) the
      sale
      of the Shares hereunder;

     

    (b) the
      execution, delivery, and performance of this Agreement;

     

    (c) the
      performance by the parties of their respective covenants and obligations under
      this Agreement; and

     

    (d) Purchaser’s
      acquisition, ownership and exercise of control over the Company and its
      operations.

     

    “Subsidiary”
means,
      with respect to any Person (the “Owner”), any corporation or other Person of
      which securities or other interests having the power to elect a majority of
      that
      corporation’s or other Person’s board of directors or similar governing body, or
      otherwise having the power to direct the business and policies of that
      corporation or other Person (other than securities or other interests having
      such power only upon the happening of a contingency that has not occurred)
      are
      held by the Owner or one or more of its Subsidiaries; when used without
      reference to a particular Person, “Subsidiary” means a Subsidiary of the
      Company.

     

    “Tax”
means
      any tax (including, without limitation, any tax on gross income, net income,
      franchise, gross receipts, royalty, capital gains, value added, sales, property,
      ad valorem, transfer, license, use, profits, windfall profits, withholding
      on
      amounts paid to or by the Company, payroll, employment, excise, severance,
      stamp, occupation, premium, gift, or estate), levy, assessment, tariff, duty
      (including customs duty), deficiency, or other fee, and any related charge
      or
      amount (including any fine, penalty, interest, or addition to tax), imposed,
      assessed, or collected by or under the authority of any Governmental Body or
      payable pursuant to any tax-sharing agreement or any other Contract relating
      to
      the sharing or payment of any such tax, levy, assessment, tariff, duty,
      deficiency, or fee.


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    “Tax
      Return”
means
      any return (including any information return), report, statement, schedule,
      notice, form, or other document or information filed with or submitted to,
      or
      required to be filed with or submitted to, any Governmental Body in connection
      with the determination, assessment, collection, or payment of any Tax or in
      connection with the administration, implementation, or enforcement of or
      compliance with any Legal Requirement relating to any Tax.


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    EXHIBIT
      B

    


    The
      following trademark is owned by the Company:

     

    

    

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