CERTIFICATE OF DESIGNATION OF
                          TELSCAPE INTERNATIONAL, INC.

     Telscape  International,  Inc. (the "Corporation"), a corporation organized
                                          -----------
and  existing  under  the laws of the State of Texas, certifies that pursuant to
the  authority  contained  in  Article  IV  of its Articles of Incorporation, as
amended  (the "Articles of Incorporation") and in accordance with the provisions
               -------------------------
of Article 2.13 of the Texas Business Corporation Act (the "TBCA"), the Board of
                                                            ----
Directors  of  the  Corporation  (the  "Board  of  Directors")  has  adopted the
following  resolution  for  the  purpose of amending and restating the preferred
stock  designation  for  its  Class  F  Convertible  Senior  Preferred  Stock.

     RESOLVED,  that  pursuant to the authority vested in the Board of Directors
by  the Articles of Incorporation, the Board of Directors does hereby designate,
create,  authorize  and  provide  for the issuance of Class F Convertible Senior
Preferred  Stock  (the  "Class  F  Preferred Stock"), par value $0.001 per share
                         -------------------------
consisting  of 400,000 shares, no shares of which have heretofore been issued by
the  Corporation,  having the following voting powers, preferences and relative,
participating,  optional  and  other  special  rights,  and  qualifications,
limitations  and  restrictions  thereof  as  follows:

     Section  1.     Dividends.
                     ---------

          a.     Priority  of  Dividends.  No dividends shall be declared or set
                 -----------------------
aside  for  the  Common  Stock or any other class or series of the Corporation's
capital  stock  that  ranks junior to the Class F Preferred Stock (collectively,
the "Junior Stock") unless prior thereto all accumulated and unpaid dividends on
the  Class  F Preferred Stock shall be declared, set aside and paid.  So long as
any  Class  F  Preferred  Stock  remains  outstanding, without the prior written
consent  of  the  holders  of  a  sixty-six  and two-thirds percent (66 2/3%) (a
"Supermajority")  of  the  outstanding  shares  of  Class F Preferred Stock, the
Corporation  shall  not, nor shall it permit any of its subsidiaries to, redeem,
purchase or otherwise acquire directly or indirectly any Junior Stock, nor shall
the  Corporation  directly or indirectly pay or declare any dividend or make any
distribution  upon  any  Junior  Stock,  if  at the time of any such redemption,
purchase,  acquisition,  dividend  or distribution the Corporation has failed to
pay  the  full  amount  of  all  accumulated and unpaid dividends on the Class F
Preferred  Stock  or  the  Corporation  has failed to make any redemption of the
Class  F  Preferred  Stock  required  hereunder.

          b.     If  the  Board of Directors determines to pay dividends due and
payable  pursuant to this Section 1 in cash, and in the event that funds legally
                          ---------
available  for  distribution  of such dividends on any Dividend Payment Date (as
defined  in  paragraph  (c) of this Section 1) are insufficient to fully pay the
                                    ---------
cash  dividend  due  and payable on such Dividend Payment Date to all holders of
outstanding  Class  F  Preferred  Stock,  then  all  funds legally available for
distribution  shall  be  paid  in  cash to holders of Class F Preferred Stock in
accordance  with  the  number  of shares of Class F Preferred Stock held by each
such  holder.  Any  remaining  dividend  amount  owed  to holders of the Class F
Preferred  Stock  shall  be  accrued  in  accordance  with paragraph (c) of this
Section  1.  The  holders  of  the  Class  F  Preferred  Stock shall have senior
preference  and priority to the dividends of the Corporation on any Junior Stock
and  pari  passu to the Class C Convertible Senior Preferred Stock (the "Class C
                                                                         -------
Preferred  Stock"), the Class D Convertible Senior Preferred Stock (the "Class D
 ---------------                                                         -------
Preferred Stock") and the Class E Convertible Senior Preferred Stock (the "Class
---------------                                                            -----
E  Preferred  Stock").
-------------------


                                        1
<PAGE>
          c.     Stock  Dividend  Rate;  Dividend Payment Dates.  Each holder of
                 ----------------------------------------------
Class F Preferred Stock shall be entitled to receive when and as declared by the
Board,  out  of  funds  legally  available  therefor,  cumulative  dividends, in
preference  and  priority  to dividends on any Junior Stock, and pari passu with
the  dividends  on  the Class C Preferred Stock, the Class D Preferred Stock and
the  Class E Preferred Stock, that shall accrue daily, and compound annually, on
each  share  of  the Class F Preferred Stock at the rate of twelve percent (12%)
per  annum  on  the  sum  of the Liquidation Price (as defined) thereof plus all
accumulated  and  unpaid dividends thereon, from and including the date on which
such  stock  was  first  issued (the "Original Issue Date") to and including the
                                      -------------------
date  on  which such share ceases to be outstanding.  The accrued dividends will
be  appropriately  adjusted  for  stock  splits,  stock dividends, combinations,
recapitalizations,  reclassifications, mergers, consolidations and other similar
events  (each,  a  "Recapitalization  Event" and collectively, "Recapitalization
                                                                ----------------
Events")  which affect the number of outstanding shares of the Class F Preferred
------
Stock.  Accrued dividends on the Class F Preferred Stock shall be payable out of
funds  legally  available  therefor quarterly on March 31, June 30, September 30
and December 31 of each year (each a "Dividend Payment Date"), to the holders of
                                      ---------------------
record  of  the  Class  F  Preferred  Stock  as  of the close of business on the
applicable  record  date.  Such  dividends shall accrue whether or not they have
been  declared  and  whether or not there are profits, surplus or other funds of
the  Corporation  legally  available  for  the  payment  of  dividends, and such
dividends shall be fully cumulative and shall accrue on a daily basis based on a
365-day or 366-day year, as the case may be, without regard to the occurrence of
a Dividend Payment Date and whether or not such dividends have been declared and
whether  or  not  there  are  any  unrestricted funds of the Corporation legally
available  for the payment of dividends.  The amount of dividends "accrued" with
respect to any share of Class F Preferred Stock as of the first Dividend Payment
Date  after  the Original Issue Date, or as of any other date after the Original
Issue Date that is not a Dividend Payment Date, shall be calculated on the basis
of the actual number of days elapsed from and including the Original Issue Date,
in  the  case  of  the first Dividend Payment Date and any date of determination
prior  to  the  first  Dividend  Payment  Date,  or  from and including the last
preceding Dividend Payment Date, in the case of any other date of determination,
to  and  including  such date of determination which is to be made, in each case
based  on  a  year  of  365 or 366 days, as the case may be.  Whenever the Board
declares  any  dividend  pursuant  to  this  Section 1, notice of the applicable
record  date and related Dividend Payment Date shall be given in accordance with
Section  4(k)  hereof.

          d.     Pro  Rata  Declaration and Payment of Dividends.  All dividends
                 -----------------------------------------------
paid  with  respect  to  shares  of the Class F Preferred Stock pursuant to this
Section  1  shall be declared and paid pro rata to all the holders of the shares
----------                             --- ----
of  Class  F  Preferred  Stock  outstanding  as  of  the applicable record date.


                                        2
<PAGE>
          e.     Payment  of  Dividends with Additional Shares.  Notwithstanding
                 ----------------------
any  other  provision  of  this  Section  1,  in  the  sole  discretion  of  the
Corporation's  Board  of  Directors,  any  dividends  accruing  on  the  Class F
Preferred  Stock  may  be  paid in lieu of cash dividends by the issuance on the
applicable  Dividend  Payment  Date,  ratably  among  the  holders  of  Class  F
Preferred,  of  that  number  of  additional  shares  of Class F Preferred Stock
(including fractional shares) ("Additional Shares") in an aggregate number equal
                                -----------------
to  (i)  the  aggregate  amount  of  the dividend to be paid divided by (ii) the
Stated  Value then existing as of such applicable Dividend Payment Date.  If and
when any Additional Shares are issued under this Section 1(e) for the payment of
                                                 ------------
accrued  dividends,  such Additional Shares shall be deemed to be validly issued
and  outstanding  and  fully-paid  and  nonassessable.

     Section  2.     Liquidation,  Dissolution  or  Winding  Up.
                     ------------------------------------------

          a.     In  the  event  of  any  voluntary  or involuntary liquidation,
dissolution  or  winding  up of the Corporation, any merger as a result of which
the  stockholders  of the Corporation do not have a majority of the voting power
of the stockholders of the surviving entity, or consolidation of the Corporation
with  another  entity (where the Corporation is not the surviving entity) or the
sale  of  substantially  all  of  its assets (each such event, a "Liquidation"),
                                                                  -----------
except  as provided in paragraph (b) of this Section 2, the holders of shares of
                                             ---------
Class  F  Preferred  Stock  then  outstanding  shall  be  entitled,  ratably  in
proportion  to  the  number  of  shares  of Class F Preferred Stock held by such
holders,  to  be  paid  out  of  the  assets  of  the  Corporation available for
distribution  to its stockholders before payment to the holders of Junior Stock,
and  pari  passu  with the Class C Preferred Stock, Class D Preferred Stock, and
Class  E  Preferred Stock, by reason of their ownership thereof, an amount equal
to  $100.00  per  share  of  Class  F  Preferred  Stock  (subject to appropriate
adjustment for any Recapitalization Events) (the "Stated Value"), plus an amount
                                                  ------------
equal to all accumulated and unpaid dividends on such share of Class F Preferred
Stock  since  the  Original  Issue Date thereof as of such time of determination
(collectively, the "Liquidation Price" per share).  Upon such payment, the Class
                    -----------------
F  Preferred  Stock  will  be  retired.

          b.     If  upon  any  such  Liquidation  the  remaining  assets of the
Corporation available for distribution to its shareholders shall be insufficient
to pay the holders of shares of Class F Preferred Stock the full amount to which
they  shall  be  entitled,  then  the  entire assets of the Corporation shall be
distributed  among  the holders of shares of Class F Preferred Stock and holders
of  shares  of  all  other classes of preferred stock of the Corporation ranking
pari  passu  with  the  Class  F  Preferred Stock as set forth above, ratably in
proportion  to  the  full  amount  to  which  such  holders  are  entitled.

          c.     After  the  payment  of all preferential amounts required to be
paid  to  the  holders of Class F Preferred Stock and other classes of preferred
stock  as  set  forth in paragraph (b) above, upon a Liquidation, the holders of
shares  of  the  Junior  Stock then outstanding shall be entitled to receive the
remaining  assets and funds of the Corporation available for distribution to its
shareholders.

          d.     In the event of a distribution pursuant to this Section 2, such
                                                                 ---------
distribution  shall  be paid in cash or in the event and to the extent that cash
is  not  available  for  distribution, in securities or property.  Whenever such
distribution  shall  be  in securities or property other than cash, the value of
such  securities  or  property other than cash shall be the fair market value of
such  securities  or  other  property as determined by the Board of Directors in
good  faith.


                                        3
<PAGE>
     Section  3.     Voting  Rights.
                     --------------

          a.     Each  holder  of  shares  of  Class  F Preferred Stock shall be
entitled  to  votes  equal  in the aggregate to the number of votes to which the
number  of  whole  shares  of  Common  Stock  into  which such shares of Class F
Preferred  Stock  held  by  such  holder  are  convertible would be entitled (as
adjusted from time to time pursuant to Section 4 hereof), at each meeting of the
                                       ---------
shareholders  of  the  Corporation  (and  for  purposes  of  written  actions of
shareholders  in lieu of meetings) with respect to any and all matters presented
to  the  shareholders  of the Corporation for their action or consideration, and
shall  be entitled to notice of any shareholders' meeting in accordance with the
Bylaws  of  the Corporation.  Except as otherwise provided herein or required by
law, holders of shares of Class F Preferred Stock shall vote with the holders of
shares  of Common Stock and any other class of stock of the Corporation entitled
to vote and not as a separate class.  Holders of shares of the Class F Preferred
Stock  shall  have  the  right to vote as a class on all matters requiring their
vote or approval under, and in the manner set forth in, the TBCA and as provided
herein.  Except  as  otherwise  provided herein, any class vote pursuant to this
Section  3  or  required  by  law  shall  be  determined  by  the  holders  of a
Supermajority  of the shares of capital stock of such class voting as a class as
of  the  applicable  record  date.

          b.     For  so  long  as  any shares of Class F Preferred Stock remain
outstanding,  the  Corporation  shall  not  amend,  alter or repeal or otherwise
change  any provision of these Articles of Incorporation, as amended (whether by
merger,  consolidation  or  otherwise), the resolutions of its Board authorizing
and  designating the Class F Preferred Stock, or the preferences, special rights
or  other  powers  of  the Class F Preferred Stock, in each case so as to affect
adversely  any  of  the rights, powers, preferences or privileges of the Class F
Preferred  Stock, without the written consent or affirmative vote of the holders
of  at least a Supermajority of the then outstanding shares of Class F Preferred
Stock,  given  in  writing or by vote at a meeting, consenting or voting (as the
case  may  be)  separately as a class, in person or by proxy; provided, however,
                                                             -------------------
that  the  Corporation  may  create, authorize, issue or increase the authorized
amount  of  any  preferred  stock  or  any  other  class or series of any equity
securities, or any warrants, options or other rights convertible or exchangeable
into any class or series of any equity securities that are pari passu or junior,
but  not  senior  to the Class F Preferred Stock of the Corporation without such
consent,  including,  but  not  limited to, (i) any equity securities, warrants,
options or other rights issued (or issuable pursuant to option plans adopted) as
part  of,  or  in  connection  with,  the  merger  contemplated  by that certain
Agreement  and  Plan of Merger dated December 31, 1999, as amended, by and among
the  Corporation,  Pointe  Communications  Corporation  and  Pointe  Acquisition
Corporation  (the  "Merger"),  and  (ii)  the  Class  C  Preferred  Stock of the
                    ------
Corporation.  For  this  purpose,  without  limiting  the  generality  of  the
foregoing, amendments, alterations, repeals or other changes to any provision of
these Articles of Incorporation, as amended (whether by merger, consolidation or
otherwise),  considered  to  affect  adversely  any  of  the  rights,  powers,
preferences  or privileges of the Class F Preferred Stock shall include, but are
not  limited  to:  (i)  those  that  reduce  the  dividend  rates on the Class F
Preferred  Stock  or  cancel  accumulated  and unpaid dividends; (ii) those that
change  the  relative  seniority  rights of the holders of the Class F Preferred
Stock  as  to  the  payment of dividends in relation to the holders of any other
capital  stock of the Corporation; or (iii) those that reduce the amount payable
to  the  holders of the Class F Preferred Stock upon a Liquidation or change the
seniority of the liquidation preferences of the holders of the Class F Preferred
Stock  relative  to  the  rights  upon a Liquidation of the holders of any other
capital  stock  of  the  Corporation.


                                        4
<PAGE>
     Section  4.     Conversion  at  the  Option  of  a  Holder.
                     ------------------------------------------

     The  holders of the Class F Preferred Stock shall have conversion rights as
follows  (the  "Conversion  Rights"):
                ------------------

          a.     Right  to Convert.  Each share of Class F Preferred Stock shall
                 -----------------
be  convertible  at  the  option  of  the holder thereof, at any time, into such
number  of  fully-paid and nonassessable shares of Common Stock as determined by
dividing  the Conversion Value (as defined) by the Conversion Price (as defined)
then  in  effect  (as appropriately adjusted in accordance with this Section 4).
                                                                     ---------
No additional consideration shall be paid by a holder of Class F Preferred Stock
upon  exercise  of  its  respective Conversion Rights pursuant to this paragraph
(a).

               i.     Conversion  Value.  The  "Conversion Value" for each share
                      ----------------          ----------------
of  Class  F Preferred Stock shall be the Liquidation Price per share of Class F
Preferred  Stock.

               ii.     Conversion  Price.  The  conversion price at which shares
                       -----------------
of  Common Stock shall be deliverable upon conversion of Class F Preferred Stock
without  the  payment  of  additional  consideration by the holder thereof shall
initially  be  $8.20  per  share of Common Stock (the "Conversion Price").  Such
                                                       ----------------
Conversion  Price (and therefore the corresponding rate at which shares of Class
F  Preferred  Stock  may  be  converted  into  shares of Common Stock), shall be
subject  to  adjustment  as  provided  in  this  Section  4.
                                                 ----------

          b.     Fractional  Shares.  No fractional shares of Common Stock shall
                 ------------------
be  issued  upon  conversion  of  the  Class  F Preferred Stock.  In lieu of any
fractional  shares  to which a holder of Class F Preferred Stock would otherwise
be entitled, the Corporation shall pay cash equal to such fraction multiplied by
the  then  effective  Conversion  Price.

          c.     Mechanics  of  Conversion.
                 -------------------------

               i.     In  order  for  a  holder  of  Class  F Preferred Stock to
convert  shares  of  Class  F  Preferred Stock into shares of Common Stock, such
holder  shall surrender the certificate or certificates for such shares of Class
F  Preferred Stock at the office of the transfer agent for the Class F Preferred
Stock  (or  at the principal office of the Corporation if the Corporation serves
as its own transfer agent), together with written notice that such holder elects
to  convert  all  or  any  number  of  the  shares  of  Class  F Preferred Stock
represented  by such certificate or certificates and stating therein the name or
names  in which the holder desires the certificate or certificates for shares of
the  Common  Stock  to  be issued.  If required by the Corporation, certificates
surrendered  for  conversion  shall  be  endorsed  or  accompanied  by a written
instrument  or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or his or its attorney duly authorized in
writing.  Each  date  of  receipt  of  such  certificates  and  notice  by  the
transferring  agent  (or by the Corporation if the Corporation serves as its own
transfer  agent)  shall  be  a conversion date (each, a "Conversion Date").  The
                                                         ---------------


                                        5
<PAGE>
Corporation  shall,  as  soon  as  practicable after each Conversion Date and no
later  than  ten  (10)  days after the Conversion Date, (i) issue and deliver at
such  office  to  such  holder  of  Class  F  Preferred  Stock, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be  entitled as aforesaid, together with cash in lieu of any fraction of a share
in  accordance  with paragraph (b) above, or (ii) in lieu of delivering physical
certificates representing the shares of Common Stock, provided the Corporation's
transfer  agent  is  participating in the Depositary Trust Issuer Fast Automated
Securities  Transfer  ("FAST")  program,  upon  request  of  the  holder,  the
Corporation  shall  use  its  best  efforts  to  cause  its  transfer  agent  to
electronically  transmit  the shares of Common Stock issuable upon conversion of
the  Class  F  Preferred  Stock  to  the  holder by crediting the account of the
holder's  prime  broker  with  Depositary  Trust  Company  through  its  Deposit
Withdrawal  Agent  Commission  system.  Such  conversion shall be deemed to have
been  made  immediately  prior  to  the  close  of  business  on  the applicable
Conversion Date, and the person entitled to receive certificates of Common Stock
on  such  date shall be regarded for all corporate purposes as the holder of the
number  of shares of Common Stock to which it is entitled upon the conversion on
such  Conversion  Date.

               ii.     The Corporation shall, at all times when any of the Class
F  Preferred  Stock  shall remain outstanding, reserve and keep available out of
its  authorized  but unissued stock, for the purpose of effecting the conversion
of  the  Class  F  Preferred Stock, such number of its duly authorized shares of
Common  Stock  as shall from time to time be sufficient to effect the conversion
of  all  outstanding  Class  F  Preferred  Stock.

               iii.     All  shares  of Class F Preferred Stock which shall have
been  surrendered for conversion as herein provided shall no longer be deemed to
be  outstanding  and  all  rights  with respect to such shares shall immediately
cease and terminate on the Conversion Date, except only the right of the holders
thereof  to receive shares of Common Stock and cash in lieu of fractional shares
in  exchange therefor.  Any shares of Class F Preferred Stock so converted shall
be  retired and canceled and shall not be reissued, and the Corporation may from
time  to  time  take  such  appropriate action as may be necessary to reduce the
authorized  Class  F  Preferred  Stock,  accordingly.

          d.     Adjustments  to  Conversion  Price  for  Diluting  Issues.
                 ---------------------------------------------------------

               i.     Special  Definitions.  For  purposes of this Section 4(d),
                      --------------------
the  following  definitions  shall  apply:

                    (A)     "Option"  shall  mean rights, options or warrants to
                             ------
subscribe  for,  purchase  or  otherwise  acquire  Common  Stock  or Convertible
Securities  (as  defined), excluding (1) options granted to employees, officers,
directors  or  consultants  of  the  Corporation  or its subsidiaries or rights,
warrants,  or  other convertible securities which, in each case, are outstanding
as  of the First Issue Date (as defined), (2) any warrants issued as a result of
the  issuance of the Class F Preferred Stock pursuant to the Securities Purchase
Agreements  between  the Corporation and the purchasers of the Class F Preferred


                                        6
<PAGE>
Stock,  (3)  options  granted  to  employees, officers, directors or consultants
pursuant to stock option plans adopted by the Board of Directors and approved by
any Compensation Committee of the Board of Directors, (4) any rights, options or
warrants  to  subscribe  for,  purchase  or  otherwise  acquire  Common Stock or
Convertible  Securities  issued as a part of, or in connection with, the Merger,
(5)  any  warrants  issued  in connection with issuance of the Class C Preferred
Stock  of  the  Corporation,  or  (6)  any warrant issued in connection with the
issuance  of  the Class G Senior Preferred Stock, par value $0.001 per share, of
the  Corporation.

                    (B)     "First  Issue  Date"  shall  mean the Original Issue
                             ------------------
Date  (as  defined  in  Section  1(c)).

                    (C)     "Convertible Securities" shall mean any evidences of
                             ----------------------
indebtedness, shares or other securities directly or indirectly convertible into
or  exchangeable  for  Common Stock, other than (i) securities excluded from the
definition  of  "Option"  in  subparagraph  (A)  of  this  Section 4(d)(i), (ii)
outstanding on the First Issue Date, (iii) issued as a part of, or in connection
with,  the  Merger,  or  (iv)  the  Class  C Preferred Stock of the Corporation.

                    (D)     "Additional  Shares  of Common Stock" shall mean all
                             -----------------------------------
shares  of Common Stock issued (or, pursuant to subparagraph (iii) below, deemed
to  be  issued) by the Corporation after the First Issue Date, other than shares
of  Common  Stock  issued  or  issuable:

                         (1)     upon  the  conversion  of  shares  of  Class  F
Preferred  Stock  outstanding;

                         (2)     as  a  dividend  or  distribution  on  Class  F
Preferred  Stock;

                         (3)     by  reason of a dividend, stock split, split-up
or  other distribution on shares of the Class F Preferred Stock or Common Stock;

                         (4)     upon  the  exercise of securities excluded from
the  definition  of  "Option"  in  subparagraph  (A) of this Section 4(d)(i) and
                                                             ---------------
"Convertible  Securities"  under  subparagraph (C) of this Section 4 (d) (i); or
                                                           -----------------

                         (5)     as  a  part  of,  or  in  connection  with, the
Merger;  or

                         (6)     as  part  of  any  other merger, acquisition or
transaction  by  the  Corporation,  in either case approved by the holders of at
least  a  Supermajority  of the then outstanding shares of the Class F Preferred
Stock,  unless the Corporation agrees to include such issuance in the definition
of "Additional Shares of Common Stock" in connection with obtaining the approval
of the holders of at least a Supermajority of the then outstanding shares of the
Class  F  Preferred  Stock  to  such  acquisition  of  other  transaction;  or


                                        7
<PAGE>
                         (7)     by  reason of a dividend, stock split, split-up
or  other distribution on shares of Common Stock excluded from the definition of
"Additional Shares of Common Stock" by the foregoing clauses (1), (2), (3), (4),
(5)  and  (6)  or  this  clause  (7).

                    ii.     No Adjustment of Conversion Price.  No adjustment in
                               ------------------------------
the  number  of shares of Common Stock into which the Class F Preferred Stock is
convertible  shall  be made, by adjustment in the Conversion Price thereof:  (A)
unless  the  consideration  per  share  (determined pursuant to subparagraph (v)
below)  for  an  Additional  Share of Common Stock issued or deemed to be issued
pursuant  to  subparagraph  (iii)  below  by  the  Corporation  is less than the
Conversion Price in effect immediately prior to, the issuance of such Additional
Share  of  Common  Stock,  or  (B)  if  prior  to such issuance, the Corporation
receives written notice from the holders of at least a Supermajority of the then
outstanding  shares  of Class F Preferred Stock agreeing that no such adjustment
shall  be made as the result of the issuance of such Additional Shares of Common
Stock.

                    iii.     Issue  of  Securities  Deemed  Issue  of Additional
                             ---------------------------------------------------
Shares  of  Common  Stock.  If  the Corporation at any time or from time to time
    ---------------------
after  the  First  Issue Date shall issue any Options or Convertible Securities,
then  the  maximum  number  of  shares  of  Common  Stock  (as  set forth in the
instrument  relating  thereto  without regard to any provision contained therein
for  a  subsequent adjustment of such number) issuable upon the exercise of such
Options  or,  in  the  case  of Convertible Securities and Options therefor, the
conversion  or  exchange  of  such Convertible Securities, shall be deemed to be
Additional  Shares  of  Common  Stock  issued  as  of the time of such issuance,
provided that Additional Shares of Common Stock shall not be deemed to have been
issued  unless  the consideration per share (determined pursuant to subparagraph
(v)  below)  of  such  Additional  Shares of Common Stock would be less than the
Conversion  Price  in  effect  immediately  prior to such issuance, and provided
further  that  in  any  such case in which Additional Shares of Common Stock are
deemed  to  be  issued:

                         (A)     No  further  adjustment in the Conversion Price
shall  be  made upon the subsequent issuance of Convertible Securities or shares
of  Common  Stock upon the exercise of such Options or conversion or exchange of
such  Convertible  Securities;

                         (B)     If  such  Options  or Convertible Securities by
their  terms provide, with the passage of time or otherwise, for any increase in
the  consideration  payable  to  the  Corporation,  or decrease in the number of
shares  of  Common  Stock  issuable,  upon  the exercise, conversion or exchange
thereof,  the  conversion price computed upon the original issuance thereof, and
any  subsequent  adjustments  based  thereon,  shall,  upon any such increase or
decrease  becoming effective, be recomputed to reflect such increase or decrease
insofar as it affects such Options or the rights of conversion or exchange under
such  Convertible  Securities;

                         (C)     No  readjustment  pursuant  to clause (B) above
shall  have  the  effect  of  increasing the Conversion Price to an amount which
exceeds  the  Conversion  Price  on  the  original  adjustment  date;  and


                                        8
<PAGE>
                         (D)     In  the  event  of  any change in the number of
shares of Common Stock issuable upon the exercise, conversion or exchange of any
Option  or  Convertible  Security,  including,  but  not  limited  to,  a change
resulting  from  the anti-dilution provisions thereof, the Conversion Price then
in  effect  shall forthwith be readjusted to such Conversion Price as would have
obtained  had the adjustment which was made upon the issuance of any such Option
or  Convertible Security which had not been exercised or converted prior to such
change been made upon the basis of such change in the number of shares of Common
Stock, but no further adjustment shall be made for the actual issuance of Common
Stock  upon  the  exercise  or  conversion  of  any  such  Option or Convertible
Security.

                         (E)     Upon  the expiration of any such Options or any
rights  of  conversion or exchange under such Convertible Securities which shall
not  have  been exercised, the Conversion Price computed upon the original issue
date  thereof,  and  any  subsequent adjustments based thereon, shall, upon such
expiration,  be  recomputed  as  if:

                              (1)     in  the  case of Convertible Securities or
Options for Common Stock, the only Additional Shares of Common Stock issued were
the  shares  of  Common Stock, if any, actually issued upon the exercise of such
Options  or  the  conversion  or exchange of such Convertible Securities and the
consideration  received  therefor was the consideration actually received by the
Corporation  upon  such  exercise;  or  for  the  issue  of all such Convertible
Securities  which  were  actually  converted  or  exchanged, plus the additional
consideration, if any, actually received by the Corporation upon such conversion
or  exchange;  and

                              (2)     in  the  case  of  Options for Convertible
Securities,  only  the  Convertible Securities, if any, actually issued upon the
exercise  thereof  were  issued  at  the  time of issue of such Options, and the
consideration  received  by  the Corporation for the Additional Shares of Common
Stock deemed to have been then issued was the consideration actually received by
the  Corporation  for  the  issue of all such Options, whether or not exercised,
plus  the consideration deemed to have been received by the Corporation upon the
issue  of  the  Convertible  Securities  with respect to which such Options were
actually  exercised.

               iv.     Adjustment  of  Conversion  Price  Upon  Issuance  of
                       -----------------------------------------------------
Additional  Shares  of  Common Stock.  In the event the Corporation shall at any
         ---------------------------
time  after  the  First  Issue  Date  issue  Additional  Shares  of Common Stock
(including  Additional  Shares  of  Common Stock deemed to be issued pursuant to
subparagraph  (iii)  above,  but  excluding  shares  issued  as  a  dividend  or
distribution  as  provided  in  paragraph  (f)  below  or  upon a stock split or
combination  as  provided in paragraph (e) below), for a consideration per share
(determined  pursuant  to subparagraph (v) below) less than the Conversion Price
in  effect  immediately prior to such issuance, then and in each such case, such
Conversion  Price  shall  be  reduced,  concurrently  with  such  issuance, to a
Conversion  Price  equal  to the price determined by dividing (a) the sum of (1)
the  product  derived  by multiplying the Conversion Price in effect immediately
prior  to  such  issuance  by  the  number of shares of Common Stock outstanding
immediately prior to such issuance (together with the number of shares of Common
Stock  then  issuable  upon  conversion  of  the  outstanding  shares of Class F
Preferred  Stock and the conversion or exercise of any Convertible Securities or


                                        9
<PAGE>
Options  (including  for  this  purpose  any securities of the Corporation which
would  be  excluded  from  the definitions of Options and Convertible Securities
                                                                      ----------
pursuant  to Sections 4(d)(i)(A) and (C))), plus (2) the aggregate consideration
----------------------------------------
received  by  the Corporation (as determined pursuant to subparagraph (v) below)
upon  such  issuance,  by  (b)  the number of shares of Common Stock outstanding
immediately  after  such  issuance (together with the number of shares of Common
Stock  then  issuable  upon  conversion  of  the  outstanding  shares of Class F
Preferred  Stock and the conversion or exercise of any Convertible Securities or
Options  (including  for  this  purpose  any securities of the Corporation which
would  be  excluded  from  the definitions of Options and Convertible Securities
pursuant  to  Sections  4(d)(i)(A)  and  (C))).
              ------------------------------

               No  adjustment of the Conversion Price, however, shall be made in
an  amount  less  than  $.01  per share, and any such lesser adjustment shall be
carried  forward  and  shall  be  made  at  the  time and together with the next
subsequent  adjustment  which  together  with any adjustments so carried forward
shall amount to $.01 per share or more.  Any adjustments to the Conversion Price
shall  be  rounded  to  the  nearest  $.01  per  share.

               v.     Determination  of  Consideration.  For  purposes  of  this
                      --------------------------------
Section  4(d), the consideration received by the Corporation for the issuance of
------------
any  Additional  Shares  of  Common  Stock  shall  be  computed  as  follows:

                    (A)     Cash  and  Property.  Such  consideration  shall:
                            --------------------

                         (1)     insofar  as it consists of cash, be computed at
the  aggregate  of  cash  received by the Corporation, excluding amounts paid or
payable  for  accrued  interest  or  accrued  dividends;

                         (2)     insofar  as  it consists of property other than
cash, be computed at the fair market value thereof at the time of such issuance,
as  is  reasonably  determined  in  good  faith  by  the Board of Directors; and

                         (3)     in  the event Additional Shares of Common Stock
are  issued  together  with  other  shares  of securities or other assets of the
Corporation  for  consideration  which  covers  both,  be the proportion of such
consideration so received, computed as provided in clauses (1) and (2) above, as
is  reasonably  determined  in  good  faith  by  the  Board  of  Directors.

                    (B)     Options  and  Convertible  Securities.  The
                            -------------------------------------
consideration  per  share  received  by the Corporation for Additional Shares of
Common  Stock  deemed  to have been issued pursuant to subparagraph (iii) above,
relating to Options and Convertible Securities, shall be determined by dividing:

                         (1)     the  total  amount,  if  any,  received  or
receivable  by the Corporation as consideration for the issuance of such Options
or  Convertible  Securities,  plus  the  minimum  aggregate amount of additional
consideration  (as set forth in the instruments relating thereto, without regard
to  any  provision  contained  therein  for  a  subsequent  adjustment  of  such


                                       10
<PAGE>
consideration)  payable  to the Corporation upon the exercise of such Options or
the  conversion  or  exchange  of such Convertible Securities, or in the case of
Options for Convertible Securities, the exercise of such Options for Convertible
Securities  and  the  conversion  or exchange of such Convertible Securities, by

                         (2)     the  maximum  number  of shares of Common Stock
(as  set  forth  in  the  instruments  relating  thereto,  without regard to any
provision contained therein for a subsequent adjustment of such number) issuable
upon  the  exercise  of  such  Options  or  the  conversion  or exchange of such
Convertible  Securities.

     e.     Adjustment  for  Stock  Splits and Combinations.  If the Corporation
            -----------------------------------------------
shall  at  any  time  or  from  time to time after the First Issue Date effect a
subdivision of the outstanding Common Stock, the Conversion Price then in effect
immediately  before  that subdivision shall be proportionately decreased and the
number  of  shares  of  Common Stock issuable upon the conversion of the Class F
Preferred Stock shall be proportionately increased.  If the Corporation shall at
any time or from time to time after the First Issue Date combine the outstanding
shares  of  Common Stock, the Conversion Price then in effect immediately before
the  combination  shall be proportionately increased and the number of shares of
Common  Stock  issuable upon the conversion of the Class F Preferred Stock shall
be  proportionately decreased.  Any adjustment under this paragraph shall become
effective  at  the  close of business on the date the subdivision or combination
becomes  effective.

     f.     Adjustment  for  Certain  Dividends and Distributions.  In the event
            -----------------------------------------------------
the  Corporation  at  any time, or from time to time after the First Issue Date,
shall  make  or  issue  a  dividend  or other distribution payable in additional
shares of Common Stock, then and in each such event the Conversion Price then in
effect  shall  be  decreased as of the time of such issuance, by multiplying the
Conversion  Price  then  in  effect  by  a  fraction:

               (A)     the  numerator  of  which  shall  be  the total number of
shares  of  Common Stock issued and outstanding immediately prior to the time of
such  issuance  or  the  close  of  business  on  such  record  date,  and

               (B)     the  denominator  of  which  shall be the total number of
shares  of  Common Stock issued and outstanding immediately prior to the time of
such  issuance  or  the close of business on such record date plus the number of
shares  of  Common  Stock  issuable in payment of such dividend or distribution;
provided,  however,  if such record date shall have been fixed and such dividend
is  not  fully  paid or if such distribution is not fully made on the date fixed
therefor,  the  Conversion Price shall be recomputed accordingly as of the close
of  business  on  such  record date and thereafter the Conversion Price shall be
adjusted  pursuant  to  this  paragraph as of the time of actual payment of such
dividends  or  distributions.


                                       11
<PAGE>
     g.     Adjustments for Other Dividends and Distributions.  In the event the
            -------------------------------------------------
Corporation  at  any  time or from time to time after the First Issue Date shall
make  or  issue  a  dividend  or other distribution payable in securities of the
Corporation  other  than  shares  of  Common  Stock, then and in each such event
provision shall be made so that the holders of the Class F Preferred Stock shall
receive  upon  conversion  thereof in addition to the number of shares of Common
Stock  receivable  thereupon,  the  amount of securities of the Corporation that
they  would  have received had their Class F Preferred Stock been converted into
Common  Stock  on  the  date of such event and had thereafter, during the period
from  the date of such event to and including the conversion date, retained such
securities receivable by them as aforesaid during such period giving application
to  all  adjustments  called  for  during  such period under this paragraph with
respect  to  the  rights  of  the  holders  of  the  Class  F  Preferred  Stock.

     h.     Adjustment  for Reclassification, Exchange, or Substitution.  If the
            -----------------------------------------------------------
Common  Stock  issuable upon the conversion of the Class F Preferred Stock shall
be changed into the same or a different number of shares of any class or classes
of  stock,  whether  by  capital  reorganization,  reclassification or otherwise
(other  than  a  subdivision or combination of shares or stock dividend provided
for  above,  or  a  reorganization,  merger,  consolidation,  or  sale of assets
provided  for  below), then and in each such event the holder of each such share
of Class F Preferred Stock shall have the right thereafter to convert such share
into  the  kind  and amount of shares of stock and other securities and property
receivable  upon  such  reorganization,  reclassification,  or  other change, by
holders  of the number of shares of Common Stock into which such shares of Class
F  Preferred  Stock  might  have  been  converted  immediately  prior  to  such
reorganization,  reclassification,  or change, all subject to further adjustment
as  provided  herein.

     i.     Adjustment  for  Merger  or  Reorganization.  In  case  of  any
            -------------------------------------------
consolidation  or  merger  of  the Corporation with or into another corporation,
each  share  of Class F Preferred Stock shall thereafter be convertible into the
kind  and  amount  of shares of stock or other securities or property to which a
holders  of  the number of shares of Common Stock of the Corporation deliverable
upon  conversion  of such Class F Preferred Stock would have been entitled if it
had converted its shares immediately prior to such consolidation or merger; and,
in  such  case, appropriate adjustment (as determined in good faith by the Board
of Directors) shall be made in the application of the provisions in this Section
4 set forth with respect to the rights and interest thereafter of the holders of
the  Class  F  Preferred  Stock.

     j.     No  Impairment.  The  Corporation  will  not,  by amendment of these
            --------------
Articles  of  Incorporation  or  through any reorganization, transfer of assets,
consolidation,  merger,  dissolution,  issue  or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms to be observed or performed hereunder by the Corporation, but will at
all times in good faith assist in the carrying out of all the provisions of this
Section  4  and  in  the  taking  of  all  such  action  as  may be necessary or
appropriate  in  order  to  protect  the Conversion Rights of the holders of the
Class  F  Preferred  Stock.

     k.     Notice  of  Record  Date.  In  the  event:
            -----------------------------------------

          i.     that  the  Corporation  shall propose to declare a dividend (or
any  other distribution) on its Common Stock, whether payable in cash, property,
Common  Stock  or  other securities of the Corporation, whether or not a regular
cash  dividend  and  whether  or  not  out  of  earnings  or  earned  surplus;


                                       12
<PAGE>
          ii.     that the Corporation shall propose to subdivide or combine its
outstanding  shares  of  Common  Stock;

          iii.  that  the  Corporation  shall  propose  to  effect  any
reclassification  or  recapitalization  of  the  Common Stock of the Corporation
outstanding  (other  than a subdivision or combination of its outstanding shares
of  Common  Stock  or  a  stock  dividend or stock distribution thereon), or any
consolidation  or merger of the Corporation into or with another corporation; or

          iv.     that  the  Corporation shall propose to effect the Liquidation
of  the  Corporation;

then in connection with each such event, the Corporation shall cause to be filed
at  its  principal  office or at the office of the transfer agent of the Class F
Preferred Stock and shall cause to be mailed to each of the holders of the Class
F  Preferred  Stock  at  their  last  addresses  as  shown on the records of the
Corporation  or  such transfer agent, at least ten (10) days prior to the record
date  specified  in  (A)  below  or  at  least  twenty (20) days before the date
specified  in  (B)  below,  a  notice  stating:

               (A)     the  record  date  of  such  dividend,  distribution,
subdivision  or  combination, or, if a record is not to be taken, the date as of
which  the  holders  of  Common Stock of record to be entitled to such dividend,
distribution,  subdivision  or  combination  are  to  be  determined,  or

               (B)     the  date  on which such reclassification, consolidation,
merger, or Liquidation is expected to become effective, and the date as of which
it  is  expected  that  holders  of  Common Stock of record shall be entitled to
exchange  their  shares  of  Common  Stock  for  securities  or  other  property
deliverable  upon  such reclassification, consolidation, merger, or Liquidation.

     l.     Certificate  as  to  Adjustments.  Upon  the  occurrence  of  each
            --------------------------------
adjustment  or  readjustment  pursuant to this Section 4, the Corporation at its
                                               ---------
expense  shall  promptly  compute  such adjustment or readjustment in accordance
with  the  terms  hereof and furnish to each holder of Class F Preferred Stock a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts upon which such adjustment or readjustment is based.  The Corporation
shall,  upon  the written request at any time of any holder of Class F Preferred
Stock  furnish  or  cause  to  be furnished to such holder a similar certificate
setting  forth (i) such adjustments and readjustments; (ii) the Conversion Price
then  in  effect; and (iii) the number of shares of Common Stock and the amount,
if  any,  of  other property which then would be received upon the conversion of
Class  F  Preferred  Stock.

     m.     Stock to be Reserved.  The Corporation will at all times reserve and
            --------------------
keep  available  out  of  its authorized Common Stock, solely for the purpose of
issuance upon the conversion of Class F Preferred Stock as herein provided, such
number  of  shares of Common Stock as shall then be issuable upon the conversion
of all outstanding shares of Class F Preferred Stock.  The Corporation covenants
that  all  shares  of  Common  Stock  which shall be so issued shall be duly and
validly  issued  and fully-paid and nonassessable and free from all taxes, liens
and  charges  with  respect  to  the  issue  thereof,  and, without limiting the
generality of the foregoing, the Corporation covenants that it will from time to
time  take  all such action as may be requisite to assure that the par value per


                                       13
<PAGE>
share  of  the Common Stock is at all times equal to or less than the Conversion
Price  in  effect at the time.  The Corporation will take all such action as may
be  necessary  to  assure  that all such shares of Common Stock may be so issued
without  violation of any applicable law or regulation, or of any requirement of
any  national  securities  exchange or market upon which the Common Stock may be
listed.  The  Corporation  will  not  take  any  action  which  results  in  any
adjustment of the Conversion Price if the total number of shares of Common Stock
issued  and  issuable after such action upon conversion of the Class F Preferred
Stock would exceed the total number of shares of Common Stock then authorized by
these  Articles  of  Incorporation,  as  amended.

     n.     Issue  Tax.  The issuance of certificates for shares of Common Stock
            ----------
upon  conversion of the Class F Preferred Stock, shall be made without charge to
the  holders  thereof for any issuance tax in respect thereof, provided that the
Corporation shall not be required to pay any tax which may be payable in respect
of  any  transfer  involved in the issuance and delivery of any certificate in a
name other than that of the holder of the Class F Preferred Stock which is being
converted.

     Section  5.     Mandatory  Conversion.
                     ---------------------

     a.     The Corporation may require the conversion of all of the outstanding
Class  F  Preferred  Stock  (i)  in  conjunction  with  a Qualified Offering (as
defined) or (ii) at any time after the first year anniversary of the First Issue
Date if: (1) the Common Stock shall have been listed for trading on the New York
Stock Exchange, the NASDAQ National Market System or the American Stock Exchange
(each,  an  "Exchange"); (2) the Common Stock shall have traded on such Exchange
             --------
for  a period of at least 20 consecutive trading days at a price per share of at
least  $15.00  (subject  to appropriate adjustment for Recapitalization Events);
and  (3)  the cumulative average daily trading volume of the Common Stock during
such  20  consecutive trading day period shall be at least $3,000,000; provided,
                                                                       ---------
that,  the  shares of Common Stock issuable upon such conversion shall have been
----
Registered (as defined) and listed on each securities exchange, over-the-counter
market  or  on  the NASDAQ National Market on which similar securities issued by
the  Corporation  are  then  listed.  "Registered" shall refer to a registration
                                       ----------
effected  by  preparing  and  filing with the Securities and Exchange Commission
(the  "Commission")  a  registration statement in compliance with the Securities
       ----------
Act  of  1933,  as amended, and the declaration or ordering by the Commission of
the  effectiveness  of  such  registration  statement.  A  mandatory  conversion
pursuant  to  a  Qualified  Offering  shall  only be effected at the time of and
subject to the closing of the Qualified Offering and upon written notice of such
mandatory  conversion  delivered  to  all  holders of Class F Preferred Stock at
least  seven  (7)  days  prior  to  such closing.  The Corporation shall deliver
written  notice  of  a  mandatory  conversion  pursuant  to  clause (ii) of this
paragraph  (a) to all holders of Class F Preferred Stock at least seven (7) days
prior  to  such  conversion.  For  purposes  of  this  paragraph  (a),  the term
"Qualified  Offering" shall mean the sale by the Corporation of its Common Stock
 -------------------
or  other equity interests in a public offering at a purchase price per share in
excess  of  $15.00  per  share  (subject  to  appropriate  adjustment  for
Recapitalization  Events)  yielding  gross  proceeds to the Corporation not less
than  $30,000,000.


                                       14
<PAGE>
     b.     On  the  date  fixed  for conversion, all rights with respect to the
Class  F  Preferred  Stock  so  converted will terminate upon conversion.  If so
required  by  the  Corporation, certificates surrendered for conversion shall be
endorsed  or  accompanied  by  written instrument or instruments of transfer, in
form  satisfactory to the Corporation, duly executed by the registered holder or
by his or its attorney duly authorized in writing.  As soon as practicable after
the date of such conversion and the surrender of the certificate or certificates
for  Class  F  Preferred  Stock,  the  Corporation  shall cause to be issued and
delivered  to  such  holder,  or  on  his or its written order, a certificate or
certificates  for  the  number  of  full shares of Common Stock issuable on such
conversion  in  accordance  with  the  provisions hereof and cash as provided in
Section  4(c)  in  respect  of any fraction of a share of Common Stock otherwise
    ---------
issuable  upon  such  conversion.

     c.     All  certificates evidencing shares of Class F Preferred Stock which
are  required to be surrendered for conversion in accordance with the provisions
hereof  shall,  from  and after the date such certificates are so required to be
surrendered, be deemed to have been retired and canceled and the shares of Class
F  Preferred  Stock  represented  thereby  converted  into  Common Stock for all
purposes  as  of  the  date  of  conversion  set  forth  in paragraph (a) above,
notwithstanding  the  failure of the holder or holders thereof to surrender such
certificates.

     Section  6.     Mandatory  Exchange.
                     -------------------

     a.     The  Corporation  shall be required to exchange all of the shares of
Class F Preferred Stock for shares of Common Stock on the seventh anniversary of
the  First Issue Date for shares of Class F Preferred Stock; provided, that, the
                                                             --------------
shares  of  Common Stock so issued shall have been Registered and listed on each
securities exchange, over-the-counter market or on the Nasdaq National Market on
which  similar  securities  issued  by  the  Corporation  are  then  listed.

     b.     The  exchange  price  shall  be paid by the Corporation in shares of
Common  Stock  and  shall  be  in  an  amount equal to the Liquidation Price, as
defined in Section 2 (a) of this Certificate (the "Exchange Price").  The number
           -------------                           --------------
of  shares  of Common Stock to be issued shall be determined by dividing (i) the
Exchange  Price  by (ii) the average trading price per share of Common Stock for
the  20  consecutive  trading  days  immediately  prior  to  the  date fixed for
redemption  discounted  by  five  percent  (5%).

     c.     The Corporation shall provide each holder of Class F Preferred Stock
with  a written notice of exchange (addressed to the holder at its address as it
appears  on the stock transfer books of the Corporation), not earlier than sixty
(60)  nor  later  than twenty (20) days before the date fixed for exchange.  The
notice  of  exchange shall specify (i) the class of shares to be exchanged; (ii)
the  date  fixed  for exchange; (iii) the Exchange Price; and (iv) the place the
holders of Class F Preferred Stock may obtain payment of the Exchange Price upon
surrender of their certificates.  If shares of Common Stock are available on the
date  fixed for exchange, then whether or not shares are surrendered for payment
of the Exchange Price, the shares shall no longer be outstanding and the holders
thereof  shall  cease  to be shareholders of the Corporation with respect to the
shares  exchanged on and after the date fixed for exchange and shall be entitled
to  receive  the Exchange Price without interest upon the surrender of the share
certificate.


                                       15
<PAGE>
     Section  7.     Mandatory  Cash  Redemption.
                     ---------------------------

               In  the  event  the merger contemplated by that certain Agreement
and Plan of Merger dated December 31, 1999, by and among the Corporation, Pointe
Communications  Corporation  and Pointe Acquisition Corporation (as amended, the
"Merger  Agreement")  is not consummated on or before June 30, 2000, the holders
 -----------------
of  shares  of  the  Class F Preferred Stock shall have the right to require the
Corporation  to  redeem  such shares for cash in an amount equal to the purchase
price paid for such shares plus accrued and unpaid dividends with regard to such
shares.  Such  right  of  redemption shall be exercisable by the holders of such
shares  only within the thirty day period that occurs after the earlier to occur
of  (i)  the date of termination of the Merger Agreement, or (ii) June 30, 2000.
Such  right  of  redemption  must  be  exercised  by  the holders of such shares
delivering  written notice to the Corporation (the "Redemption Notice").  If the
                                                    -----------------
right  of  redemption  is  not exercised within such thirty day period, it shall
expire  and  be  of  no further force or effect.  If such right of redemption is
exercised,  the  Corporation shall deliver the cash due to the holder exercising
such  right  within  ten  days  after  receipt  of  the  Redemption  Notice.

     Section  8.     Events  of  Noncompliance.
                     -------------------------

          a.     Definition.  An  Event of Noncompliance shall have occurred if:
                 ----------

               i.     the  Corporation fails to pay on any Dividend Payment Date
the  full  amount  of  dividends  then  accrued  on the Class F Preferred Stock,
whether  or  not  such payments are legally permissible or are prohibited by any
agreement  to  which  the  Corporation  is  subject;

               ii.      the  Corporation fails to exchange the Class F Preferred
Stock  as  required  hereunder,  whether  or  not  such  redemption  is  legally
permissible  or  is  prohibited  by  any  agreement  to which the Corporation is
subject;

               iii.     subject  to  subparagraph  (iv)  below,  the Corporation
breaches any provision of the Registration Rights Agreements, by and between the
Corporation and holders of the Class F Preferred Stock (the "Registration Rights
                                                             -------------------
Agreement")  and  fails to cure such breach within 45 days of notice thereof (in
---------
which  case,  the Event of Noncompliance shall be deemed to have occurred on the
original  date  of  such  breach);  or

               iv.       the  Corporation  breaches  Section  2.1(a)  of  the
Registration  Rights  Agreement.

          b.     Consequences  of  Events  of  Noncompliance.
                 -------------------------------------------


                                       16
<PAGE>
               i.     If  an  Event  of  Noncompliance  has  occurred,  (1)  the
dividend  rate on the Class F Preferred Stock set forth in Section 1(a) shall be
                                                           ------------
deemed  to increase immediately by an increment of twelve (12) percentage points
and (2) all dividends on the Class F Preferred Stock thereafter shall be paid by
the issuance of Additional Shares as set forth in Section 1(e).  Any increase of
                                                  ------------
the  dividend  rate  resulting  from  the  operation  of this subparagraph shall
terminate  as  of  the  close  of  business  on  the  date  on which no Event of
Noncompliance  exists.

               ii.     If  any  Event  of Noncompliance of the type described in
subparagraph  8(a)(i)  has  occurred, for each such occurrence of the failure to
pay  on  any  Dividend Payment Date the full amount of dividends then accrued on
the  Class  F Preferred, whether or not such payments are legally permissible or
are  prohibited  by  any  agreement  to  which  the Corporation is subject,  the
Conversion  Price  shall  be reduced immediately by fifty percent (50%) from the
Conversion  Price  in  effect immediately prior to such adjustment.  In no event
shall  any  Conversion  Price  adjustment  be  rescinded.

               iii.     If  any  Event  of  Noncompliance exists, each holder of
Class  F  Preferred  Stock shall also have any other rights which such holder is
entitled  to  under  the  Securities Purchase Agreement or any other contract or
agreement  with  such  holder at any time and any other rights which such holder
may  have  pursuant  to  applicable  law.

     The  foregoing  amended  Certificate of Designation was duly adopted by the
Board  of  Directors as of December ___, 2000, pursuant to the provisions of the
Texas  Business  Corporation  Act.

     The  foregoing  was duly adopted by all necessary action on the part of the
Corporation.


     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Designation  to  be  signed  by  the  undersigned  as  of  December  ___,  2000.

                              TELSCAPE  INTERNATIONAL,  INC.


                              By:_____________________________
                              Name:___________________________
                              Title:__________________________


                                       17
<PAGE>