MODIFICATION OF PROMISSORY NOTE
                         -------------------------------

     THIS  MODIFICATION  OF  PROMISSORY  NOTE (this "MODIFICATION AGREEMENT") is
                                                     ----------------------
made  as  of  the  1st  day  of  December,  2000,  by  and  between,  TELSCAPE
INTERNATIONAL,  INC.,  a  Texas corporation (the "COMPANY"), and JAMES H. DORSEY
                                                  -------
III  ("LENDER").
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                                R E C I T A L S:
                                - - - - - - - -

     WHEREAS, pursuant to that certain Amended and Restated Promissory Note (the
"Note")  dated  April  22,  2000,  the Company promised to pay Lender the entire
------
unpaid  balance owed under the Note plus all accrued interest thereon on October
22,  2000;

     WHEREAS,  on  December  1,  2000,  the  entire unpaid balance including all
accrued  interest  due  under  the  Note  was  $1,779,461.16  (the  "Debt");
                                                                     ----

     WHEREAS,  the  Company  and Lender desire to modify the Note and extend the
due  date  of  the  Debt  as  hereinafter  provided;

     NOW  THEREFORE,  the  Company  and  Lender  hereby  agree  as  follows:

     1.     Modification  of  Note and Payment of Debt.  Lender hereby agrees to
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            accept  7,500  shares of Class G Preferred Stock of the Company (the
            "Class G Stock") in payment of $750,000 of the Debt and acknowledges
            receipt  of  $579,461.16 in cash (which shall be applied against the
            Debt),  which  reduces the unpaid balance of the Debt to $450,000 as
            of  the  date  hereof.

     2.     Maturity  Date.  The  Company  and  Lender  hereby  agree  that  the
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            remaining  $450,000  of  the  Debt plus all accrued interest thereon
            shall  be  due April 22, 2001 (the "Maturity Date"). The Company and
                                           ------------------
            Lender  hereby  agree  that interest shall accrue at the rate of 10%
            per  annum  beginning  on  December  1,  2000.

     3.     Default.  In  the event the Company fails to pay the full amount due
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            on  the  Maturity  Date,  the Company shall be in default and Lender
            shall  be  entitled  to pursue all legal and equitable remedies that
            may be available and this Note shall thereafter bear interest at the
            highest  rate  permitted  by  law. Such interest accrued pursuant to
            this  Section  shall  be  due  and payable to Lender without demand.

     4.     Application  of  Payments/Expenses.  All payments received by Lender
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            shall  be applied to the payment of accrued fees, charges, costs and
            expenses payable hereunder, to any interest due hereunder, or to the
            outstanding  principal  balance, as determined by Lender in his sole
            discretion.  The  Company shall be responsible for and hereby agrees
            to pay, without demand, all costs and expenses of enforcement and/or
            collection  of  this  Modification  Agreement,  including reasonable
            attorney's  fees, whether or not any suit or other legal proceedings
            be  instituted  hereon.


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     5.     Early  Re-Payment.  The  Company  hereby agrees that if prior to the
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            Maturity Date the Company receives aggregate proceeds of $10,000,000
            or  more  from  any  one or series of capital transaction not in the
            ordinary  course  of  business (i.e., sale of securities, receipt of
            loan  proceeds,  asset  sales or settlement proceeds from the Mastec
            lawsuit)  (specifically  excluding  proceeds  received  from (i) the
            Company's  sale  of  its  Series  G  Senior  Preferred Stock and the
            warrants  to  purchase  Company  common  stock issued in conjunction
            therewith  and (ii) Fermor Investments Limited's loan to the Company
            in  the aggregate principal amount of $2,200,000), the Company shall
            pay  Lender  the  remaining  $450,000  of  the Debt plus all accrued
            interest  thereon  as  of  the  closing  of  such  financing.

     6.     Warrants.  The  Company  agrees  to  issue  to  Lender  a Warrant to
            --------
            purchase  50,000  shares  of common stock of the Company in the form
            attached  hereto as Exhibit A. The Company hereby agrees that if the
            remaining  $450,000 of the Debt plus all accrued interest thereon is
            not  paid  to  Lender  by  February 15, 2001, then the Company shall
            issue  to  Lender an additional Warrant to purchase 25,000 shares of
            common  stock  of the Company in the form attached hereto as Exhibit
            A.

     7.     Waiver.  By entering into this Modification Agreement, Lender waives
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            any  prior  default  by the Company under the Note or with regard to
            the  Debt.

     8.     Amendment.  This  Modification Agreement, and any provisions hereof,
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            may  not be modified, amended, waived, extended, changed, discharged
            or  terminated orally or by any act or failure to act on the part of
            the  Company  or Lender, except by an agreement in writing signed by
            the  party  against  whom  the  enforcement  of  any  modification,
            amendment,  waiver,  extension,  change, discharge or termination is
            sought.

     9.     Severability.  If  any  term,  covenant  or  condition  of  this
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            Modification  Agreement  shall  be  held  to  be invalid, illegal or
            unenforceable  in  any respect, this Modification Agreement shall be
            construed  without  such  provision.

     10.     Governing  Law.  This  Modification  Agreement shall be governed by
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            and  construed in accordance with the laws of the state of Texas and
            the  applicable  laws  of  the  United  States  of  America.

     11.     Successors and Assigns.  This Modification Agreement shall bind the
             ----------------------
            successors,  and  assigns  of  Lender  and  the  Company.

     12.     Counterparts.  This  Modification  Agreement may be executed in any
             ------------
            number of facsimile counterparts, and each such counterpart shall be
            deemed  to  constitute  but  one  and  the  same  instrument.

     13.     Further  Assurances.  Upon  the  request  of  Lender,  the  Company
             -------------------
            agrees  to  execute  such  other  and  further  documents  as may be
            reasonably  necessary  or appropriate to consummate the transactions
            contemplated  herein  or to perfect the liens and security interests
            intended  to  secure  the  payment  of  the  Loan.


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     IN  WITNESS  WHEREOF,  the  Company  and  Lender  have  duly  executed this
Modification  Agreement  the  day  and  year  first  above  written.


                                     THE  COMPANY
                                     ------------

                                     TELSCAPE  INTERNATIONAL,  INC.,
                                     a  Texas  corporation


                                     By:______________________________________
                                     Name:____________________________________
                                     Title:_____________________________________


                                     LENDER
                                     ------


                                     _________________________________________
                                     JAMES  H.  DORSEY  III


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