COMMITMENT  AGREEMENT

     This  COMMITMENT  AGREEMENT (this "Agreement") dated as of August 16, 1999,
is  made  by  and  between  Comercializadora  Lufravic,  S.A. de C.V., a Mexican
sociedad  an  nima  de capital variable ("Lufravic"), and Telscape International
Inc.,  a  corporation  incorporated  under  the  laws  of Texas ("Telscape", and
collectively  with  Lufravic,  the  "Parties").

     WHEREAS,  each  of  the  Parties  is  an  entity duly organized and validly
existing  under  the  laws  of  their  respective  places  of  incorporation.

     WHEREAS,  it  is  the  intention  of  Recovery  Equity Investors 11, L.P. a
limited partnership incorporated under the laws of the State of Delaware, U.S.A.
("Recovery"),  subject to certain terms and conditions, to invest in the capital
stock of Telscape by way of subscription and payment of Series C Preferred Stock
shares  to  be  issued  by  Telscape (the "Investment" and the date on which the
Investment  occurs,  the  "Investment  Date").

     WHEREAS, on the Investment Date, Recovery and Telscape intend to enter into
a  number  of  agreements  and  other  governing  documents  (the  "Closing").

     WHEREAS, at Closing, Recovery will effectively hold an equity participation
in  the  capital  stock  of  Telscape.

     WHEREAS,  Telscape is interested in having Lufravic participate, subject to
the  terms and conditions set forth herein, in the capital stock of Telscape and
therefore  become  a  shareholder  thereof  if,  and  to  the  extent  that, the
Investment  is  made  by  Recovery  in  the  capital  stock  of  Telscape.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing premises and of the
mutual  covenants  and  obligations  hereinafter  set forth, the Parties hereto,
intending  to  be  legally  bound,  hereby  agree  as  follows:

1.   COMMITMENT.  Subject  to  the  terms  and  conditions  set  forth  herein,
Telscape  hereby  commits itself to grant to Lufravic, at Closing, 400,000 (four
hundred  thousand)  common  shares  representing  the  capital stock of Telscape
(subject  to  any  restrictive legend required by the Securities Act of 1993, as
amended), and issue in favor of Lufravic a warrant to purchase 100,000 shares of
common  stock  of  Telscape  International,  Inc. at a strike price of U.S.$7.50
(Seven  Dollars 50/100 U.S.) with an expiration date of 5 (five) years from date
of  issuance.  The  warrant  shall  be issued substantially in the form attached
hereto  as  Exhibit  1.  For the purposes hereinabove provided, Lufravic will be
entitled to attend the Closing, so as to receive at such time the shares and the
warrant.


2.   ACKNOWLEDGEMENT.  Lufravic  acknowledges and agrees that at time of Closing
it  will  not  hold any Series "N" shares issued by Telereunion, S.A. de C.V. 3.


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3.   TERMINATION.  The  provisions  of  this  Agreement  and  the  rights  and
obligations  created  thereby  shall  terminate in respect of all Parties if the
Investment  is  not  made.

4.   AMENDMENT  AND  WAIVER.  Any  provision  of  this Agreement may be altered,
supplemented, amended, or waived by the unanimous written consent of all Parties
herein.  Such  alteration, supplement, amendment or waiver shall be binding upon
all  Parties. No failure or delay by any party in exercising any right, power or
privilege  hereunder  shall  operate as a waiver thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise  of  any  other  right,  power  or  privilege.

5.   ASSIGNMENT.  Except  as  otherwise expressly provided herein, the terms and
conditions  of  this Agreement shall inure to the benefit of and be binding upon
the  respective successors and permitted assigns of each of the Parties. No such
assignment  shall  relieve  any  party  from  its  obligations  hereunder.

6.   NOTICES.  All  notices,  requests  and  other  communications  to any party
shall be in writing (including telex, facsimile transmission or similar writing)
and  shall be given to such party by messenger, telex, or facsimile transmission
(a)  at its address, facsimile number or telex number set forth on the signature
pages  hereof,  or (b) such other address, facsimile number or telex number as a
party  may  hereafter  specify  for  the  purpose by notice to each of the other
Parties. Each such notice, request or other communication shall be effective (i)
if  given by telex, when such telex is transmitted to the telex number specified
in  this  Section  and the appropriate answer back is received, (ii) if given by
facsimile transmission, when transmitted to the facsimile number specified in or
pursuant  to  this Section 6 and electronic confirmation of receipt is received,
or (iii) if given by messenger or any other means, when delivered at the address
specified  in  or  pursuant  to  this  Section  6.

7.   COUNTERPARTS.  This  Agreement  may be executed in two or more counterparts
and  each  counterpart  shall be deemed to be an original and which counterparts
together  shall  constitute  one  and  the same agreement of the Parties hereto.

8.   SECTION  HEADINGS.  Headings  contained in this Agreement are inserted only
as  a  matter of convenience and in no way define, limit, or extend the scope or
intent  of  this  Agreement  or  any  provisions  hereof.

9.   GOVERNING  LAW.  For  any and all matters concerning the interpretation and
enforcement of this Agreement, the Parties hereby expressly submit themselves to
the  application  of  the  laws  of  the  United  Mexican  States.

10.   ARBITRATION.  The  Parties  agree  to  use  their best efforts to reach an
agreement  with  respect  to any dispute, controversy or difference between them
arising  out  of  or relating to this Agreement. To this end, they shall consult
and  negotiate  with  each  other  in  good  faith to reach a just and equitable


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solution  satisfactory  to  all  Parties.  If  they do not reach such a solution
within  a  period of twenty (20) working days, any party may refer the matter to
arbitration.

The arbitration shall be settled in accordance with the International Commercial
Arbitration  Rules  of  the  American  Arbitration  Association.

The  disputes  or  controversies  will  be  settled  by one (1) arbitrator which
Lufravic  and  Telscape shall select. Should the arbitrator fail to be appointed
within  the  period  of  one  (1)  month,  the American Arbitration Association,
domiciled  in  New  York,  New York, U.S.A., upon request, may choose any person
whom  it  deems  suitable.

The  arbitration,  including  the rendering of the decision, shall take place in
the  city  of  Mexico  and  shall  be  administered  by the American Arbitration
Association,  unless  otherwise  agreed by the Parties. The arbitration shall be
conducted  in  Spanish.  Any  decision  or  arbitral award shall be based on the
provisions  of  this  Agreement;  provided, however, that to the extent that the
subject matter for the decision or award is not set forth within this Agreement,
it  shall  be  based  on  the  laws  of  the  United  Mexican  States.

The Parties agree that the arbitration award: (i) shall be conclusive, final and
binding  upon  the  corresponding  Parties to the arbitration; (ii) shall be the
sole  and  exclusive remedy between the Parties regarding any and all claims and
counterclaims  presented  to the arbitrator, and (iii) if containing elements of
injunctive  relief  may be made in such interim manner (pending final resolution
of  the controversy presented) as the arbitrator may deem appropriate to protect
the  interests  of  any  aggrieved  or  potentially  aggrieved  party.

The  Parties  further  acknowledge  that,  according to Mexican law, prior to or
during  the  arbitration  process  any  of them may request a competent court to
adopt  preventive  measures.  To this end, the Parties expressly agree to submit
themselves  to the preventive measures ("Medidas Preparatorias, de Aseguramiento
y  Precautorias")  contained in the Titulo Cuarto, Capitulo Unico of the Mexican
Codigo  Federal  de Procedimientos Civiles, and that they will abide by any such
measures  so  adopted  by  a  competent  court.

The  Parties  also  agree:  (i) that their decision to resolve their disputes by
arbitration  as  provided  in  this  Agreement is an explicit submittance to the
enforcement and execution of the arbitration award and any judgment thereon; and
(ii) that the arbitration award and any judgment thereon, if unsatisfied, may be
entered  in  and shall be enforceable by the courts and governmental agencies of
any  nation having jurisdiction over the person or property of the party against
whom  the  arbitration  award  has  been  rendered.

In  the event any party to this Agreement commences legal proceedings to enforce
the  arbitration  award,  the  expenses of such litigation (including reasonable
attorney's fees and costs of court awarded by a court of competent jurisdiction)
shall  be  borne  by  the  party  or  Parties  not  prevailing  therein.


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The  validity  of this clause shall be governed by the United Nations Convention
on  the  Recognition  and Enforcement of Foreign Arbitral Awards (New York, July
10,  1958),  to which the United Mexican States and the United States of America
are  Parties.

Notwithstanding  the  foregoing,  the  Parties  will  obtain  the  agreement  of
arbitrator  to the following: (i) the arbitrator shall provide a written ruling,
stating in separate sections the finding of fact and conclusions of law on which
their  ruling is based, (ii) their ruling shall be due no later than ninety (90)
days  after their final hearing and within twelve (12) months after commencement
of  the  arbitration, and (iii) any arbitration award shall include the expenses
of such arbitration (including reasonable attorney's fees, experts' fees and the
arbitrator's  fees)  such  that all such expenses shall be borne by the party or
Parties  not  prevailing  therein.

11.   WAIVER  OF  IMMUNITY.  To  the  extent that any party has or hereafter may
acquire  any  immunity  from jurisdiction of any court or from any legal process
(whether  through service or notice, attachment prior to judgment, attachment in
aid  or  execution,  or  otherwise) with respect to itself or its property, such
party  hereby  irrevocably  -waives  such immunity in respect of its obligations
under  any  of  this  Agreement  to  the extent permitted by applicable law and,
without  limiting  the  generality of the foregoing, agrees that the waivers set
forth in this Section 11 shall have effect to the fullest extent permitted under
the Foreign Sovereign Immunities Act of 1976 of the United States of America and
are  intended  to  be  irrevocable  for  purposes  of  such  Act.

12.   LANGUAGE.  This  Agreement  is  executed  in English and Spanish versions,
both of which are binding for the Parties, it being understood that in the event
of  doubt as to the interpretation of the documents or any inconsistency between
both  versions,  the  Spanish  version  shall  prevail  in  all  cases.

13.   ENTIRE  AGREEMENT.  This  Agreement  contains  the entire understanding of
the Parties hereto respecting the subject matter hereof and supersedes all prior
agreements,  discussions  and  understandings  with  respect  thereto.

14.   CUMMULATIVE  RIGHTS.  The  rights  of  each  of  the  Parties  under  this
Agreement  are cumulative and in addition to all similar and other rights of the
Parties  under  other  agreements.

15.   SEVERABILITY.  If  any  provision of this Agreement is held to be illegal,
invalid,  or unenforceable under any present or future law, and if the rights or
obligations  of  the  Parties  under  this Agreement shall not be materially and
adversely affected thereby (a) such provision shall be fully severable, (b) this
Agreement  shall  be  construed  and  enforced  as  if such illegal, invalid, or
unenforceable  provision  had  never  comprised a part hereof, (e) the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be  affected  by  the  illegal,  invalid,  or  unenforceable provision or by its
severance  herefrom,  and (d) in lieu of such illegal, invalid, or unenforceable
provision,  there  shall  '6e  added automatically as a part of this Agreement a


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legal,  valid  and  enforceable  provision  as similar in terms to such illegal,
invalid,  or  unenforceable  provision  as  may  be  possible.

     IN  WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the  Parties  or  the  duly  authorized  officers  of  each  of  the Parties, as
appropriate,  effective  as  of  the  date  first  written  above.

     Telscape  International,  Inc.

     By:  [SIGNATURE]
     Name:  Todd  Binet
     Title:  President
     Address  for  notices:
     2700  Post  Oak,  Blvd.  Suite  1000
     Houston,  TX  77057

     Fax:

     Tel:

     Comercializadora  Lufravic,  S.A.  de  C.V.
     By:   [SIGNATURE]
     Name:  Alberto  Mendez  Plaza
     Title:  President
     Address  for  notices:
     Kepler  161  Col.  Nuevo  Anzures
     CP  11590

     Fax:

     Tel:  55310091


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