AMENDMENT NO. 1 TO WARRANT AGREEMENT

     This  Amendment  No.  1  to Warrant Agreement (the "Amendment") is made and
entered  into  as  of  the  ____  day  of  November,  2000,  by  and  Telscape
International,  a  Texas corporation (the "Company"), and the Investors (as such
term  is defined in that certain Warrant Agreement, dated as of June 2, 2000, by
and  between  the  Company  and  the  Investors  (the  "Warrant  Agreement").
     WHEREAS,  the Company and the Investors entered into the Warrant Agreement;
and

     WHEREAS,  the  Company  and  the  Investors  wish to amend the terms of the
Warrant  Agreement  as  described  herein;

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises, benefits and
covenants  herein  contained,  the  Company  and  the  Investors hereby agree as
follows:

     1.     Unless  otherwise  defined,  all capitalized terms used herein shall
have  the  meaning ascribed to them in the Warrant Agreement.  All references to
Section  herein  shall  be  to  Sections  of  the  Warrant  Agreement.

     2.     Section  7.1(c) shall be amended to add a section (vi) to the end of
such Section to read as follows: "or (vi) any warrants issued in connection with
the  issuance  of the Company's Class G Senior Preferred Stock, par value $0.001
per  share."

     3.     The  entirety  of  Section  7.1(c)  shall  read  as  follows:

     (c)     "Option"  shall  mean rights, options or warrants to subscribe for,
              ------
purchase  or otherwise acquire Common Stock or Convertible Securities, excluding
(i)  options  granted to employees, officers, directors or issued to consultants
of the Company or its subsidiaries or rights, warrants or convertible securities
which,  in  each  case,  are outstanding as of the Original Issue Date, (ii) any
warrants outstanding on the Original Issue Date, issued under this Agreement, or
issued  in  connection  with  the issuance of the Class F Preferred Stock, (iii)
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, (iv) any rights, options or
warrants  to  subscribe for, purchase or otherwise acquire Common Stock or other
Convertible  Securities  issued as a part of, or in connection with, the Merger,
(v) any warrants issued in connection with the issuance of the Class C Preferred
Stock,  or  (vi)  any  warrants  issued  in  connection with the issuance of the
Corporation's  Class  G  Senior  Preferred  Stock,  par  value $0.001 per share.


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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1as
of  the  date  first  above  written.

                               TELSCAPE  INTERNATIONAL,  INC.


                              By:________________________________
                              Name:______________________________
                              Title:_____________________________


                              INVESTORS:

                               TSG  CAPITAL  FUND  III,  L.P.

                               By:     TSG  ASSOCIATES  III,  L.L.C.


                              By:
                              Darryl  B.  Thompson
                              Executive  Vice  President


                              OPPORTUNITY  CAPITAL  PARTNERS  II,  L.P.


                              By:________________________________
                              Name:______________________________
                              Title:_____________________________



                              OPPORTUNITY  CAPITAL  PARTNERS  III,  L.P.


                              By:________________________________
                              Name:______________________________
                              Title:_____________________________


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