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  which  resolution remains in full force and effect on the
date  hereof.

     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 G Senior Preferred Stock
(the  "Class  G  Preferred  Stock"),  par  value  $0.001 per share consisting of
       --------------------------
350,000  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 (whether now existing or
hereafter  created)  of the Corporation's capital stock, all of which shall rank
junior to the Class G Preferred Stock (collectively, the "Junior Stock"), unless
                                                          ------------
prior  thereto  all  accumulated  and  unpaid dividends or redemption amounts as
required  under  Section  4  hereof  on  the  Class  G  Preferred Stock shall be
declared,  set  aside  and paid.  So long as any Class G Preferred Stock remains
outstanding,  without  the  prior  written  consent  of  the holders of at least
sixty-six  and  two-thirds  percent  (66  2/3%)  (a  "Supermajority")  of  the
                                                      -------------
outstanding  shares  of  Class G 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 or redemption amounts as required under
Section 4 hereof on the Class G Preferred Stock or the Corporation has failed to
make  any  redemption  of  the  Class  G  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  G  Preferred  Stock,  then  all  funds legally available for
distribution shall be paid ratably in cash to holders of Class G Preferred Stock
in  accordance with the number of shares of Class G Preferred Stock held by each
such  holder.  Any  remaining  dividend  amount  owed  to holders of the Class G
Preferred  Stock  shall  be  accrued  in  accordance  with paragraph (c) of this
Section  1.  The  holders  of  the  Class  G  Preferred  Stock shall have senior
preference and priority to the dividends of the Corporation on any Junior Stock.


<PAGE>
          (c)     Stock  Dividend  Rate; Dividend Payment Dates.  Each holder of
                  ---------------------------------------------
Class G Preferred Stock shall be entitled to receive when and as declared by the
Board,  out  of  funds  legally  available  therefore,  cumulative dividends, in
preference  and  priority  to  dividends  on  any Junior Stock that shall accrue
daily,  and  compound quarterly, on each share of the Class G Preferred Stock at
the  rate of fifteen percent (15%) per annum on the sum of the Liquidation Price
(as  defined  herein) 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 third anniversary of the Original Issue Date;
-----------
and  thereafter  at  the rate of twenty percent (20%) per annum 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 G Preferred
------
Stock.  Accrued dividends on the Class G Preferred Stock shall be payable out of
funds  legally  available therefore quarterly on December 31, March 31, June 30,
and  September  30 of each year (each a "Dividend Payment Date"), to the holders
                                         ---------------------
of  record  of  the  Class  G 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 G 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(c).

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

          (e)     Payment  of Dividends with Additional Shares.  Notwithstanding
                  --------------------------------------------
any  other  provision  of this Section 1, in the sole discretion of the Board of
Directors  of  the  Corporation, any dividends accruing on the Class G 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 G Preferred, of that
number  of  additional  shares  of Class G Preferred Stock (including fractional
shares)  ("Additional Shares") in an aggregate number equal to (i) the aggregate
           -----------------
amount  of  the  dividend  to  be  paid,  including  all  accumulated and unpaid
dividends  as  of  such  Dividend Payment Date, divided by (ii) the Stated Value
(hereinafter defined) then existing as of such applicable Dividend Payment Date.
If  and  when  any  Additional Shares are issued under this Section 1(e) for the


                                        2
<PAGE>
payment  of  accrued  dividends,  such  Additional Shares shall be deemed to be
validly  issued  and outstanding and fully-paid and nonassessable, and issued in
conformity with all applicable federal and state securities laws.  To the extent
permitted  under the Corporation's existing debt documents, no fractional shares
of  Class  G Preferred Stock shall be issued in payment of dividends pursuant to
this  Section 1(e).  In lieu of a fractional share of Class G Preferred Stock to
which  the holder would otherwise be entitled, to the extent permitted under the
Corporation's  existing  debt documents, the Corporation shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Class  G  Preferred Stock on the date such dividend is declared as determined in
good  faith  by  the  Board  of  Directors  of  the  Corporation.

     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 or sale of capital
stock  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  (whether  or not the
Corporation  is  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 G Preferred Stock then
outstanding  shall be entitled, ratably in proportion to the number of shares of
Class  G  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  by reason of their ownership thereof, an amount
equal  to  $100.00  per share of Class G Preferred Stock (subject to appropriate
adjustment  for  any Recapitalization Events) (as adjusted, the "Stated Value"),
                                                                 ------------
plus  an  amount  equal to all accumulated and unpaid dividends on such share of
Class G 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  G  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 G 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 G Preferred Stock 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 G Preferred Stock, 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 G Preferred Stock shall be
entitled  to  one  vote  for each whole share of Class G Preferred Stock held by
such  holder,  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 G 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 G 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, including voting to elect the Class G
Director  pursuant to paragraph (c) below.  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 Class G Preferred Stock as of
the  applicable  record  date.

          (b)     For  so  long  as any shares of Class G 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 G Preferred Stock, or the preferences, special rights
or  other  powers  of  the Class G Preferred Stock, in each case so as to affect
adversely  any  of  the rights, powers, preferences or privileges of the Class G
Preferred  Stock, without the written consent or affirmative vote of the holders
of  at least a Supermajority of the then outstanding shares of Class G 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. 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 G
Preferred  Stock  shall  include,  but  are  not  limited  to: (i) the creation,
authorization,  issuance, or increase in the authorized amount of, any preferred
stock  (except  for increases in the authorized amount of and issuance of shares
of  Class  G Preferred Stock solely for the purpose of paying dividends pursuant
to  Section  1(e) hereof) 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 of the Corporation, having a preference
or  priority  over  or ranking pari passu with the Class G Preferred Stock as to
                               ---- -----
the  right to receive dividends or amounts distributable upon Liquidation of the
Corporation;  (ii) those that reduce the dividend rates on the Class G Preferred
Stock  or  cancel  accumulated and unpaid dividends; (iii) those that change the
relative  seniority  rights  of the holders of the Class G Preferred Stock as to
the  payment  of dividends in relation to the holders of any other capital stock
of  the Corporation; or (iv) those that reduce the amount payable to the holders
of the Class G Preferred Stock upon a Liquidation or change the seniority of the
liquidation  preferences  of the holders of the Class G Preferred Stock relative
to  the  rights  upon a Liquidation of the holders of any other capital stock of
the  Corporation.


                                        4
<PAGE>
          (c)     In  addition  to  and  distinct  from the matters described in
Sections  3(a)  and 3(b) above, the holders of the Class G Preferred Stock shall
have the right to elect one individual to be a member of the Board of Directors.
So  long as TSG owns at least 20% of the Class G Preferred Stock purchased by it
pursuant  to  the  Securities  Purchase  Agreement (as defined herein) (the "TSG
                                                                             ---
Original  Shares"),  TSG  shall  have  the right to designate the director to be
----------------
elected  by the holders of the Class G Preferred Stock (the "Class G Director").
                                                             ----------------
So  long  as  TSG  owns  at  least  20%  of the TSG Original Shares, the Class G
Director  shall  be  subject  to  removal  only  at  the  request  of TSG and in
accordance  with  the  TBCA.  If TSG for any reason fails to designate anyone to
fill any such directorship, such position shall remain vacant until such time as
TSG  designates  a  director  to  fill  such position and shall not be filled by
resolution  or  vote  of  the  Board  of  Directors  or  the Corporation's other
shareholders.  At  such  time  as  TSG  owns  less  than 20% of the TSG Original
Shares,  the  Class  G  Director  shall  be  designated by holders of at least a
Supermajority  of  the  then  outstanding  Class  G Preferred Stock and shall be
subject  to  removal  only  at  the  request  of  a Supermajority of the Class G
Preferred  Stock  and  in  accordance with the TBCA; provided, however that if a
                                                     --------  -------
Supermajority  of the Class G Preferred Stock for any reason fail to designate a
director  to  fill  such  position,  it shall remain vacant until such time as a
Supermajority  of  the  Class  G Preferred Stock designate such director to fill
such  position  and  shall  not  be filled by resolution or vote of the Board or
Directors  or  the  Corporation's  other  shareholders.

     For  purposes  of  this Certificate, "TSG" shall mean TSG Capital Fund III,
L.P.  (together  with  its  Affiliates).  "Affiliate" means, with respect to any
individual, corporation, association, partnership, joint venture, trust, estate,
limited  liability  company, limited liability partnership, joint stock company,
unincorporated organization or government or any agency or political subdivision
thereof,  or  other  entity or organization (each, a "Person"), any Person that,
directly  or  indirectly,  controls, is controlled by or is under common control
with  such  first-named  Person.  For the purposes of this definition, "control"
(including  with  correlative  meanings,  the  terms  "controlled by" and "under
common  control with") shall mean the possession, directly or indirectly, of the
power  to  direct  or cause the direction of the management and policies of such
Person,  whether  through  the  ownership of voting securities or by contract or
otherwise.


     Section  4.     Redemption.
                     ----------

          (a)     Mandatory.
                  ---------

     The  Corporation  shall  be required to redeem all of the shares of Class G
Preferred  Stock  on  the  tenth  anniversary  of the Original Issue Date at the
Liquidation  Price then in effect. Upon redemption and payment of the redemption
price  as  provided  in  this  Section  4,  the  Class G Preferred Stock will be
retired.

          (b)     Optional.
                  --------

     At any time on or after the Original Issue Date, the Corporation shall have
the right and option to redeem the Class G Preferred Stock, in whole or in part,
for  amounts  determined  as  follows:

               (i)     if redemption occurs on or prior to the first anniversary
of  the  Original  Issue  Date,  the  redemption  price  shall  be  115%  of the
Liquidation  Price  per  share;  (ii)  if  redemption  occurs  after  the  first
anniversary of the Original Issue Date and on or prior to the second anniversary


                                        5
<PAGE>
of  the  Original  Issue  Date,  the  redemption  price  shall  be  110%  of the
Liquidation  Price  per  share;  (iii)  if  redemption  occurs  after the second
anniversary  of the Original Issue Date and on or prior to the third anniversary
of  the  Original  Issue  Date,  the  redemption  price  shall  be  105%  of the
Liquidation  Price  per  share;  and (iv) if redeemed thereafter, the redemption
price  shall  be  100%  of  the  Liquidation  Price  per  share.

          (c)     Notice.
                  ------

     The Corporation shall provide each holder of Class G Preferred Stock with a
written notice of redemption (the "Redemption Notice"), (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 redemption.  The notice of redemption shall specify (i) the date fixed
for  redemption;  (ii)  the redemption price; and (iii) the place the holders of
Class  G  Preferred  Stock  may  obtain  payment  of  the  redemption price upon
surrender  of  their  certificates,  but in any event shall be not later than 60
days  following  delivery  of  the Redemption Notice.  Whether or not shares are
surrendered  for  payment of the redemption 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 redeemed on and after the date fixed for
redemption  and  shall  be  entitled  to  receive  the Liquidation Price without
interest  upon  the surrender of the share certificate.  All redemption payments
made  pursuant  to  this  Section  4  shall  be  payable  in  cash.

     Section  5.     Preemptive  Rights.
                     ------------------

          (a)     Each  holder  of the Class G Preferred Stock shall be entitled
to  a  preemptive right to purchase its pro rata share of all or any part of any
                                        --- ----
New Securities (as defined herein) which the Corporation may, from time to time,
sell  and  issue.  Such holder's pro rata share, for purposes of this preemptive
                                 --- ----
right, is the ratio that the number of whole shares, as adjusted, such Holder is
entitled  to  purchase  pursuant  to  Warrants  issued  pursuant  to the Warrant
Agreement  dated  as  of  December  ___,  2000, between the Corporation and such
Holder,  bears  to the total number of shares of Common Stock of the Corporation
on  a  fully-diluted  basis  as  of  such  date.

     For  purposes  of  this  Section  5, "fully-diluted basis" shall mean, with
reference  to common stock of the Corporation at any date as of which the number
of  shares  thereof  is to be determined, all shares of the Corporation's common
stock  outstanding on such date and all shares of the Corporation's common stock
issuable  in respect of any securities issued by the Corporation exchangeable or
convertible into or exercisable for shares of the Corporation's common stock, in
each  case only if such securities are at that time exchangeable, convertible or
exercisable.

          (b)     Except  as  set  forth  in the next sentence, "New Securities"
shall  mean  any  shares  of  capital stock of the Corporation, including common
stock and preferred stock, whether now authorized or not, and rights, options or
warrants  to  purchase  said shares of capital stock, and securities of any type
whatsoever  that  are,  or  may  become, convertible into said shares of capital
stock.  Notwithstanding  the  foregoing,  "New  Securities" does not include (i)
securities  offered to the public generally pursuant to a registration statement
filed  with the Commission and declared effective under the Securities Act, (ii)
securities  issued  in  connection with the acquisition of another entity by the


                                        6
<PAGE>
Corporation  by  merger,  purchase  of  substantially all of the assets or other
reorganization  or  in  a  transaction governed by Rule 145 under the Securities
Act,  (iii)  options exercisable for Common Stock issued to employees, officers,
directors  or  consultants  of  the Company outstanding as of the Original Issue
Date  or  options  reserved  for  issuance  to employees, officers, directors or
consultants  of  the  Corporation pursuant to a stock option plan adopted by the
Board  of  Directors  as  of  the Original Issue Date, or thereafter if such new
plans  are approved by a Supermajority of the holders of Class G Preferred Stock
after  the Original Issue Date, (iv) shares of Common Stock issued on conversion
of outstanding shares of Preferred Stock; (v) shares of Common Stock issued upon
exercise of rights, convertible securities or warrants (A) outstanding as of the
Original  Issue  Date  or  (B)  issued  in  connection  with the sale of Class G
Preferred  Stock under the Securities Purchase Agreement (as defined herein), by
and  between  the  Corporation  and  the  holders, pursuant to which the holders
purchased  the  Class  G  Preferred Stock (the "Securities Purchase Agreement"),
                                                -----------------------------
(vi)  stock  issued  pursuant  to  any  rights  or agreements, including without
limitation  convertible  securities,  options  and  warrants,  provided that the
                                                               -------- ----
preemptive  rights established by this Section 5 shall apply with respect to the
initial  sale  or  grant  by  the  Corporation of interests in its capital stock
pursuant  to such rights or agreements, or (vii) stock issued in connection with
any  stock  split,  stock  dividend  or  recapitalization  by  the  Corporation.

          (c)     In the event the Corporation proposes to undertake an issuance
of  New  Securities,  it  shall  give the holders of the Class G Preferred Stock
written  notice of its intention, describing the type of New Securities, and the
price  and  terms  upon  which the Corporation proposes to issue the same.  Each
holder  of  Class G Preferred Stock shall have thirty (30) days from the date of
receipt  of  any  such notice to agree to purchase up to its respective pro rata
                                                                        --- ----
share  of  such New Securities for the price and upon the terms specified in the
notice  by  giving  written  notice  to  the Corporation and stating therein the
quantity  of  New  Securities  to  be  purchased.

          (d)     In  the event a holder fails to exercise such preemptive right
within  said  30  day  period  (each  such  holder a "Non-Electing Holder"), the
                                                      -------------------
Corporation shall give the holders that have elected to exercise such preemptive
right  within said 30 day period (each such holder an "Electing Holder") written
                                                       ---------------
notice of each Non-Electing Holder's failure to exercise its preemptive right to
purchase  its  pro  rata  share  of  the  New  Securities  (such securities, the
               ---  ----
"Additional  New  Securities").  Each  Electing  Holder shall have ten (10) days
 ---------------------------
from  the  date of receipt of any such notice to elect to purchase up to its pro
                                                                             ---
rata  share  of  the  Additional  New Securities by giving written notice to the
----
Corporation  and  stating  therein  the  quantity  of  such New Securities to be
purchased.

          (e)     In  the  event  any  Electing  Holder  fails  to  exercise its
preemptive  right  pursuant  to  paragraph (d) above, the Corporation shall have
sixty (60) days thereafter to sell or enter into an agreement (pursuant to which
the  sale  of  Additional  New Securities covered thereby shall be closed, if at
all,  within  sixty  (60)  days  from  the  date  of said agreement) to sell the
Additional New Securities not elected to be purchased by Electing Holders at the
price  and upon the terms no more favorable to the purchasers of such securities
than  specified in the Corporation notice.  In the event the Corporation has not
sold  the  Additional  New  Securities  or entered into an agreement to sell the
Additional  New  Securities  within  said  60  day  period  (or  sold and issued
Additional  New  Securities  in  accordance with the foregoing within sixty (60)
days  from  the  date  of  said agreement), the Corporation shall not thereafter
issue or sell any of such Additional New Securities, without first offering such
securities  in  the  manner  provided  above.


                                        7
<PAGE>
          (f)     In  the  event no holders exercise their respective preemptive
right pursuant to paragraph (c) above within said 30 day period, the Corporation
shall  have  ninety  (90)  days  thereafter  to  sell or enter into an agreement
(pursuant  to  which the sale of New Securities covered thereby shall be closed,
if  at  all, within sixty (60) days from the date of said agreement) to sell the
New  Securities  not elected to be purchased by holders of the Class G Preferred
Stock  at  the  price  and upon the terms no more favorable to the purchasers of
such  securities  than  specified in the Corporation's notice.  In the event the
Corporation has not sold the New Securities or entered into an agreement to sell
the  New  Securities  within  said  ninety-day  period  (or  sold and issued New
Securities in accordance with the foregoing within sixty (60) days from the date
of  said  agreement),  the Corporation shall not thereafter issue or sell any of
such  New  Securities,  without  first  offering  such  securities in the manner
provided  above.


     Section  6.     Noncompliance.
                     -------------

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

               (i)     the  Corporation  fails to pay or accrue, as the case may
be,  on  any  Dividend Payment Date the full amount of dividends then accrued on
the  Class  G  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 redeem the Class G Preferred
Stock  as required under Section 4(a) or fails to pay the redemption price if it
exercises  its optional redemption right under Section 4(b), 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  (other  than Section 2.1) of that certain Registration
Rights Agreement dated as of December ___, 2000 by and among the Corporation and
the holders of the Class G 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 of the Registration
Rights  Agreement.

          (b)     Consequences  of  Events  of  Noncompliance.
                  -------------------------------------------

               (i)     If  an  Event  of  Noncompliance  has  occurred,  (1) the
dividend  rate on the Class G 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 G 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.


                                        8
<PAGE>
               (ii)     If  any  Event  of  Noncompliance exists, each holder of
Class  G  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.

          (c)     Special  Events  and  Consequences.
                  ----------------------------------

     If  (i)  the  Corporation  defaults  under  any  of  the Corporation's then
existing  obligations for borrowed money indebtedness and remains in default for
a  period  of  more  than ten days after notice thereof has been provided to the
Corporation  (a "Default"); or (ii) if, as of December 31, 2000, the Corporation
shall not have consummated the sale of its businesses and assets generally known
as  its  pre-paid  debit  calling  card  business  (which are owned and operated
primarily  by  and  through  the  Corporation's subsidiaries, MSN Communications
Inc.,  Overlook  Communications, Inc., Communications International Corporation,
Galatel,  Inc.  and  World  Link Communications Inc.) and its satellite services
business  (which  is  owned  and  operated  primarily  through the Corporation's
subsidiary,  Interlink  Communications  Inc.),  for  aggregate gross proceeds in
excess  of $30,000,000 (the "Asset Sale"), the size of the Board of Directors of
the  Company  shall  be  increased to accommodate two additional members and the
holders  of  the  Class  G Preferred Stock shall have the right to designate two
additional  directors  to the Corporation's Board of Directors (making the total
number  of  directors  elected  by  the  holders  of the Class G Preferred Stock
three),  with  TSG,  so long as it owns at least 20% of the TSG Original Shares,
having  the  right  to designate one of the directors and a Supermajority of the
Class  G  Preferred  Stock  (other  than  TSG) having the right to designate the
other,  and the Company shall take all actions necessary to effect such increase
in  the  size  of the Board of Directors; provided, however that at such time as
                                          --------  -------
TSG owns less than 20% of the TSG Original Shares, the Class G Director shall be
designated  by a Supermajority of the Class G Preferred Stock. The director duly
designated to the Board of Directors by TSG in accordance with this Section 6(c)
shall  be  subject  to removal only at the request of TSG, so long as it owns at
least 20% of the TSG Original Shares, or, at such time as TSG owns less than 20%
of  the  TSG  Original  Shares, at the request of a Supermajority of the Class G
Preferred  Stock.  The  director  designated  to  the  Board  of  Directors by a
Supermajority  of  the  Class  G Preferred Stock in accordance with this Section
6(c)  shall  be subject to removal only at the request of a Supermajority of the
Class  G Preferred Stock. The two directors designated to the Board of Directors
in  accordance  with this Section 6(c) shall relinquish such Board seats 90 days
following  the date of the consummation of the Asset Sale or the date upon which
the  Default  was  cured,  whichever  is  applicable.

     The  foregoing was duly adopted by the Board of Directors as of December 1,
2000,  pursuant  to  the  provisions  of  the  TBCA.


                                        9
<PAGE>
     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Designations  to  be  signed  by  the  undersigned  as  of  December  1,  2000.

                                  TELSCAPE  INTERNATIONAL,  INC.



                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________


                         ACKNOWLEDGMENT

State  of  ________________     )
                                )  ss:
County  of  _______________     )

     On  this ___ day of ______________, 2000, before me, the undersigned Notary
Public,  duly  commissioned  and  sworn,  personally  appeared  ____________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the officer of the entity that executed the within instrument, and known
to  me  to  be  the  person  who executed the within instrument on behalf of the
entity  therein named, and acknowledged to me that such entity duly executed the
same.

     IN  WITNESS  WHEREOF,  I  have hereunto set my hand and affixed my official
seal  the  day  and  year  in  this  certificate  above  written.


                                    ____________________________________________
                                    (Notary Public in and for the aforesaid
                                    County and State)

[SEAL]                              My  Commission  Expires  on:

                                    ____________________________________________


                                       10
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