ENGLISH TRANSLATION
                               -------------------

AGREEMENT  FOR  THE  PROVISION  OF  LONG DISTANCE SERVICES EXECUTED BETWEEN ATSI
COMUNICACIONES,  S.A.  DE  C.V.  HEREINAFTER REFERRED TO AS ATSI, REPRESENTED BY
LIC.  ELVIA  SALAS  GUERRERO  DE  STEFANO AND TELEFONOS DE MEXICO, S.A. DE C.V.,
HEREINAFTER  REFERRED TO AS TELMEX, REPRESENTED BY LIC. SERGIO RODRIGUEZ MOLLEDA
IN  ACCORDANCE  WITH  THE  FOLLOWING  RECITALS  AND  CLAUSES:

                                    RECITALS

1,   ATSI  states  through  its  representative:

a)   That  it  is  a  Mexican  corporation  and  incorporated in accordance with
     Mexican  laws as shown in corporate charter number 67,169 on August 9, 1994
     before  Lic.  Francisco  Fernandez  Cueto  Barrios, Notary Public No. 16 of
     Mexico  City,  D.F.  and inscribed in the Public Commercial Registry of the
     Federal  District  under  File  No.  190734.
b)   That  it  modified  its bylaws for the purpose of changing its name to ATSI
     Comunicaciones,  S.A. de C.V. as shown in charter number 28310 on September
     19,  2000  granted  before  Lic.  Francisco Xavier Arredondo Galvan, Notary
     Public  No.  173  of  Mexico  City.
c)   That  it  has  a  concession  granted by the Federal Government through the
     Ministry  to  install,  operate  and  exploit  a  Public Telecommunications
     Network  on June 4, 1998. A copy of the Concession with all its Addenda and
     Amendments  to  date  are  attached  to  this  Agreement as Appendix I "A".
d)   That  its  legal representative has sufficient power to bind the company to
     the  terms of this Agreement as stated in certified copy Number 28312 dated
     September  19,  2000 granted before Lic. Francisco Xavier Arredondo Galvan,
     Notary  Public  No.  173  of  Mexico City and attached to this Agreement as
     Appendix  II  "A".
e)   That it has no pending lawsuit, judgment, administrative or any other kind,
     procedure  that  affect  or  could  affect  its  financial


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     condition  or its operations, its assets or the legality of this Agreement.
II,  TELMEX  states  through  its  representative:

a)   That  it  is  a  Mexican  corporation  and  incorporated in accordance with
     Mexican  laws  as  shown in corporate charter number 34,726 on December 23,
     1947 before Lic. Graciano Contreras Savedra, Notary Public No. 54 of Mexico
     City,  D.F.  and inscribed in the Public Commercial Registry of the Federal
     District  under  File  No.  5229
b)   That  it  has  a  concession  granted by the Federal Government through the
     Ministry  to  install,  operate  and  exploit  a  Public Telecommunications
     Network  for a period of 50 years commencing on March 10, 1976 as published
     in  the  Official  Gazette  on  March  31, 1976 and the modification to its
     concession on August 10, 1990 published in the Official Gazette on December
     10,  1990.  A copy of the Concession with all its Addenda and Amendments to
     date  are  attached  to  this  Agreement  as  Appendix  I  "B".
c)   That  its  legal representative has sufficient power to bind the company to
     the terms of this Agreement as stated in certified copy Number 106170 dated
     July  4,  1995 granted before Lic. Homero Diaz Rodriguez, Notary Public No.
     54  of  Mexico  City  and  attached  to  this Agreement as Appendix II "B".
d)   That it has no pending lawsuit, judgment, administrative or any other kind,
     procedure  that  affect  or  could  affect  its  financial condition or its
     operations,  its  assets  or  the  legality  of  this  Agreement.
III. The  Parties  agree  that  the  Agreement be governed by the following:

                                     CLAUSES

FIRST.  OBJECTIVE
-----------------

Upon the date that ATSI begins sending traffic for its termination by Telmex and
in accordance with the Requests for Long Distance Services, Telmex shall provide
Long  Distance  Services  as  required  by  ATSI.


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Both  parties agree that all services under this Agreement will be provided only
when  a  consideration  in  writing  has  been  agreed  to  except  for  what is
established  in  paragraph  14.2  of  this  Agreement.

The Long Distance Services will be governed by the Clauses of this Agreement and
particularly  by  the  conditions  established  in the Addendums listed below in
addition  to those agreed upon from time to time by the parties according to the
terms  established  in  Paragraph  14  of  this  Agreement.

     Addendum                Objective and Contents
     --------                ----------------------
        A                    Interconnection Points
        B                    Long Distance Services Requests
        C                    Rates and Discount Plans

The  Addendums above as well as any other agreed to by the parties and expressly
related  with  this  Agreement  will  be  governed  by  the terms and conditions
contained  in  this  Agreement.

In  the  event  of  any discrepancy between the Agreement and any Addendums, the
Agreement  will  prevail.

1.2  Long  Distance  Services  Requests
---------------------------------------

ATSI  shall  request  from  Telmex  the  Long  Distance  Services at the monthly
meetings  to  be  held  between the Parties on the date and location the Parties
agree  to.  At  the  same time the Parties will execute a Long Distance Services
Request  that  will  contain  the agreements reached at such meeting, including,
without  limitation  the commencement date and city where services are requested
in the understanding that the agreements reached at the monthly meeting referred
to  will  be  contained  in the Long Distance Service Request duly signed by the
Parties.

The  Long  Distance  Services  will be provided within the timeframe the Parties
agree  to at the monthly meeting.  Nevertheless, in the event of not agreeing to
a  specific  date  to  provide  the services, the Long Distance Services will be
provided  within 180 calendar days of the meeting held in the understanding that
Telmex shall put forth its best


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efforts so that the services are provided within 90 days of the meeting.

Nonetheless,  within three months of the execution of this Agreement, ATSI shall
provide  Telmex  an  estimate  of  its  future  monthly  needs for Long Distance
Services  for  a  minimum  period  of  three years to be included on the Form of
Estimate  of Demand for Long Distance Services contained in an Addendum that the
Parties  agree to in accordance with Paragraph 15 of this Agreement.  ATSI shall
ratify  or update the Estimate of Demand for Long Distance Services annually and
at least six months before the end of each year.  This Estimate of Long Distance
Services  does  not  bind ATSI to utilize them nor Telmex to acquire any type of
equipment  or make modifications or changes to its infrastructure.  The requests
for  Long  Distance Services executed by the Parties will be used by Telmex as a
base to calculate the infrastructure required to provide long distance services,
ATSI  agrees  to  provide  Telmex at least 70% of the traffic referred to in its
monthly  service  request.

Each  semester  Telmex  shall  verify  if  ATSI  has  complied  with  the  above
stipulation  of  providing  Telmex  with  70%  of the traffic referred to in its
monthly  service  request.  If  it  is determined that ATSI has not delivered at
least 70% of the traffic agreed to ATSI will be subject to the penalty specified
in  Paragraph 2.3.  The Parties agree that the commitment of traffic shall apply
only during the first year after implementation of the services included in each
service  request  in  the  understanding  that  if  the  total amount of traffic
delivered  by  ATSI  to  Telmex  for each service request during a period of six
months corresponds to 70% of the traffic the penalty shall not apply.

Since  the  Long  Distance  Services will be for a minimum term of one year, the
parties  agree  that  in  the event ATSI requests in writing the cancellation or
address  change  of the interconnection of any Long Distance Service provided by
Telmex  before  the minimum term expires, ATSI shall pay Telmex the installation
expenses of interconnection divided by 12 and multiplied by the number of months
remaining  to  complete  one calendar year plus 50% of the monthly rate for such
lines. After one year of delivery of the services no penalty shall apply.


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However,  Telmex  must  install  the  capacity  as  well  as  have available the
circuits, central offices, ports, services, lines and other elements of its Long
Distance  Network  necessary  to  satisfy  the  demand of Long Distance Services
within  the  terms  established  in  this  Paragraph as presented by ATSI in its
Service  Requests  always  and  when  ATSI is current in its payment obligations
established  in  this  Agreement

1.3  Responsibilities  of  the  Parties
---------------------------------------

Each  Party  shall be responsible for providing its own Long Distance Connection
Ports, systems, programs and other equipment required in its own Central Offices
and  Installations.   As  well  Telmex  shall  be responsible for installing the
lines  required in the understanding that in the event that ATSI does not comply
with the delivery to Telmex of 70% of the traffic for its Long Distance Services
for  six  months  of  services in accordance with the contained in the paragraph
above,  ATSI  shall pay Telmex the installation expenses for the lines contained
in  each  service request where ATSI did not comply divided by 2 plus 50% of the
rate  for  the  monthly recurring of each line, rates that Telmex has registered
with  the  Federal Telecommunications Commission.  ATSI shall be responsible for
providing  without  charge  access to its infrastructure and any locations where
Telmex's  Transmission  equipment  is collocated that includes electrical power,
air  conditioning and other facilities required as well as access to those sites
24/7/365.


SECOND.  Consideration
----------------------

ATSI  agrees  to  pay  Telmex  the  amounts  corresponding  to the Long Distance
Services  as  contained  in  Addendum  C  of  this  Agreement.

In  any  event,  the  amounts  are  subject to the Value Added Tax and any other
applicable  tax.

2.2 Modifications
-----------------

In  the event that ATSI modifies the Long Distance Service Requests or Technical
Agreements  and  as  a  result  of  such  modification  the


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original  costs directly related with the Long Distance Services would increase,
ATSI  shall upon previous agreement with Telmex, pay the amount corresponding to
the  original  amount  plus an amount agreed to by the parties that reflects the
increase  in  its  costs.  If such agreement is not reached between the Parties,
Telmex may deny such modifications to such Service Request. Such denial will not
be  a cause for termination of this Agreement and the Long Distance Service will
continue  to  be  provided  as  originally  agreed  to.

2.3  Other  Considerations
--------------------------

If in the future the Parties agree that Telmex shall provide additional services
other  than  those  contained  in  this  Agreement,  the  consideration for such
Services will be agreed to by both Parties previous to the provision of services

2.4  Payment  Location
----------------------

Any  consideration,  expense  or  reimbursement  owed  by Telmex will be paid by
Telmex  at ATSI's address.  As well, any consideration, expense or reimbursement
owed by ATSI will be paid by ATSI at Telmex's address.

2.5 Payment Terms
-----------------

For  the  payment  of  the considerations for the Long Distance services of this
Agreement,  the  following  payment  terms  shall  apply:

2.6  Invoices
-------------

Telmex shall send ATSI a monthly invoice to the address stated in this Agreement
for  the  Long  Distance Services provided in the previous month.  Said invoices
shall  have a complete description of the Long Distance Services provided during
such  period  and any traffic and technical information agreed to by the Parties

Within  eighteen (18) calendar days of receipt of the invoice, ATSI shall review
such  invoices  and if necessary, dispute any charges.  If ATSI does not dispute
any  charges  in  this  timeframe  all  charges  shall  be  considered accepted.


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2.7  Payment
------------

ATSI  shall  pay  Telmex  in  Mexican  pesos through a check or cash, deposit in
account  or  any  other  method  agreed  to  by the Parties within eighteen (18)
calendar  days  of  receipt  of  invoice.

THIRD.  TECHNICAL  AGREEMENTS
-----------------------------

For  the provision of the Long Distance Services, ATSI and TELMEX shall agree to
follow  the  procedures and Technical Agreements established by mutual agreement
as  established  in  this  Agreement.

TELMEX  may  introduce  modifications,  variations  or  technical changes to the
Technical  Agreements  and  shall  be  documented  by  both  Parties.

FOURTH.  CONFIDENTIALITY
------------------------

The parties acknowledge that Confidential Information handled between them will
be the exclusive property of the provider of the information.  Not under any
circumstance will confidential information be considered as property of both
Parties.

Confidential information may not be divulged by the receiving party without the
previous consent in writing of the party providing such information.

The Parties may only provide confidential information to employees, agents,
consultants, representatives or any person with a need to know.

The Parties may not make photographic copies without the written consent of the
other Party.

Notwithstanding, the Parties shall not be obligated to maintain as Confidential
Information that information obtained under the following circumstances:

     a)   that was previously known by the receiving party;


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     b)   that  was  developed  or  elaborated  independently  by  or  from  the
          receiving party or legally received, free of restrictions from another
          source  with  the  right  to  divulge;
     c)   that is or forms part of public knowledge;
     d)   that  is received legitimately from a third party and does not violate
          and  confidentiality  obligation.

FIFTH. Default
--------------
The Agreement may be terminated if any of the following events occur:

     1.   If  any  of  the Parties concessions were to be revoked by the Mexican
          government.
     2.   If ATSI does not pay Telmex amounts exceeding 1,750,000 including late
          fees  for  more  than  thirty  (30)  days  following the payment date.
     3.   In  the  event  ATSI  utilizes the Services to terminate, transport or
          resend  switched public traffic originating in another city or country
          as  well  as  callback  and  bypass  traffic.

SIXTH.  Term.
-------------

The Agreement shall be effective for one year upon execution of this Agreement
unless terminated for any causes of default.  At the end of the first year, any
party may terminate this Agreement by giving thirty (30) days written notice to
the other Party of its intent to terminate this Agreement

SEVENTH.  Guaranty.
-------------------

During  the term of this Agreement ATSI shall maintain at its own cost a bond to
guarantee  payment  of the considerations for an amount that will cover at least
120%  of  the estimated amount for three months of services.  For the first year
the bond shall be $600,000 issued by a Mexican Bond Institution.  The bond shall
be  subject  to  the  terms  of the Federal Institution and Bond Law.  Such bond
shall  be  delivered no more than 15 days after the execution of this Agreement.


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EIGHTH.  Temporary  Suspension.
-------------------------------

In  the  event a major disaster would arise that would temporarily impair Telmex
from  providing  Long  Distance  Services under the terms of this Agreement, the
effect  of  this  Agreement shall be temporarily suspended and the Parties shall
agree  on  any  extraordinary  actions  or  services required to reestablish and
guarantee  the  continuance  of  the  Long  Distance  Services.

NINTH.  Assignment.
-------------------

ATSI as well as Telmex agree to fulfill its obligations under this Agreement and
therefore  the  rights  and obligations of this Agreement shall not be assigned,
burdened  or  transmitted without the previous consent in writing from the other
Party, consent, which shall not be delayed.  Such consent, however, shall not be
necessary  in  the event of Telmex desiring to assign its receivables under this
Agreement.

TENTH.  Relationship.
---------------------

All  the Long Distance Services provided by Telmex to ATSI shall be by personnel
authorized,  contracted  by  and  paid  by  Telmex.

ELEVENTH.  Notices.

All notices given under this Agreement shall be sent to the following:

ATSI COMUNICACIONES:     Insurgentes Sur No.  730
                         Colonia Del Valle
                         Mexico, Distrito Federal
                         Telephone:  55 36 87 45
                         Attn:  Ing. Jesus Enriquez Perez


TELMEX:             Telefonos de Mexico, S.A. de C.V.
                    Parque Via 190 7 Piso, Oficina 704
                    Colonia Cuauhtemoc
                    Mexico, Distrito Federal


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                    CP  06599
                    Telephone:     52-22-58-25
                                   52-22-58-14
                    Fax:           52-92-66-87
                    Attn:  Lic. Sergio Rodriguez Molleda

TWELFTH.  Governing  Law.
-------------------------

This  Agreement  shall be governed by the laws of Mexico City, Federal District.
The  Parties  hereby agree to waive any other jurisdiction because of present or
future  domicile.

THIRTEENTH.  Amendment.
-----------------------

This  Agreement  may  be  amended  or  modified  only  by written instrument and
executed  by  both  Parties.

This Agreement is executed on January 18, 2002 in Mexico City, D.F.


ATSI COMUNICACIONES,                        TELEFONOS DE MEXICO
     S.A. DE C.V.                              S.A. DE C.V.


/s/  Elvia Salas Guerrero de Stefano       /s/  Sergio Rodriguez Molleda
     Legal Representative                       Legal Representative


/s/  Witness                               /s/  Witness


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