Exhibit 10.24
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                                 STANDARD OFFICE
                                 LEASE AGREEMENT


STATE OF                    Texas
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COUNTY OF                   Bexar
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         THIS AGREEMENT, entered into this 12th day of  September, 2003, between

                                  1. LANDLORD


                                   BDRC, INC.
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herein designated as Landlord, and

                                   2. TENANT


                ATSI COMMUNICATIONS, INC., a Delaware corporation
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herein designated as Tenant.

                               3. LEASED PREMISES

Landlord, in consideration of covenants and agreements to be performed by Tenant
and upon terms and conditions  hereinafter  stated,  does hereby lease to Tenant
Suite  number  700 of the  building  known  as  Creekview  Garden  Offices  (the
"Building"),  located at 8600 Wurzbach  hereinafter called the "Leased Premises"
on a tract of land  situated  in the City of San  Antonio,  State of  Texas,  as
described in Exhibit "A" attached hereto. The number of square feet contained in
the Leased Premises is approximately 3,040 square feet.

                                     4. TERM

For term of twelve  (12)  months  beginning  on October  1, 2003,  and ending on
September 30, 2004,  to be  continuously  used and occupied  during term of this
Lease by the Tenant for no other purpose than:

                                     5. USE

                               General office use
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This Lease is conditioned  upon faithful  performance by Tenant of the following
agreements,  covenants,  rules and regulations,  herein set out and agreed to by
Tenant.

                                 6. BASE RENTAL

In  consideration  of this Lease,  Tenant  promises to pay Landlord at office of
Landlord,  in San  Antonio,  Texas the sum of three  thousand  four  hundred and
no/100 dollars, ($3,420.00) payable in monthly amounts.

Monthly Rental is due in advance,  without demand,  on the first day of each and
every calendar month during term hereof.  The base rental stated herein shall be
subject,  however,  to adjustment as provided in Section 7 of this Lease. Should
the term of this  Lease  begin on a day other  than the first day of a  calendar
month or  terminate  on a day other than the last day of a calendar  month,  the
rent for such partial month shall be proportionately reduced.

All rent and sums provided to be paid under this Lease shall be paid to Landlord
at the address stated in Section 39 of this Lease.

                            7. ADJUSTMENT OF RENTAL

In the event the  operating  expenses of the Landlord  upon the Building  and/or
project of which the Leased Premises are part shall, in any calendar year during
the term of the Lease,  exceed the sum of the actual operating expenses incurred
in calendar year 2003 (Expense  Stop),  Tenant agrees to pay as additional  rent
Tenant's pro rata share of the excess operating  expenses.  The excess operating
expenses  shall be  defined  as the  difference  between  the  actual  operating
expenses for a given calendar year and the expense stop, the difference of which
shall be pro rated for any partial  calendar  year in which the Lease  commences
and/or  terminates.  Computation of additional rental under this paragraph shall
operate as follows: at the end of calendar year 2003, Landlord shall compute the
excess operating expenses,  if any, and Tenant shall pay as additional rental to
Landlord upon demand Tenant's pro rata share.  Further,  in subsequent  calendar

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years, 1/12 of the excess operating expenses attributable to the Leased Premises
from the previous  calendar year shall be payable monthly as additional  rental,
plus a lump sum  annual  payment  upon  demand at the end of the  calendar  year
equaling Tenant's pro rata share of any increase in operating  expenses from the
end of the previous calendar year through the current Lease year, if any. Tenant
shall have the right,  at its own expense  and at a  reasonable  time,  to audit
Landlord's  books  relevant to the additional  rental due under this  paragraph.
Should Tenant fail to object in writing to any excess operating expenses charged
within thirty (30) days of notice thereof, Tenant shall be deemed to have agreed
to such increase.

Tenant's  pro rata share is defined as that  fraction in which the  numerator is
the Leased Premises area of 964 square feet, and the denominator is the Leasable
Floor Area in the entire complex known as "Creekview Garden Offices"  consisting
of 53,035 square feet.

Notwithstanding  anything  contained  herein,  in no event  shall the  operating
expenses be less than the expense stop as stated in this clause.

The term "operating  expenses" as used above includes all expenses incurred with
respect to the  maintenance  and  operation  of the  project of which the Leased
Premises are a part, including but not limited to, maintenance and repair costs;
electricity,  gas, water, and sewer for common areas; security;  landscaping and
pest control;  reasonable and customary  management fees; the reasonable portion
of any wages and fringe  benefits  payable to employees of Landlord whose duties
are directly connected with the operation and maintenance of the building and/or
project(to the extent such costs are fairly attributed); all services, supplies,
non-capital or other expenses for  maintaining and operating the building and/or
project including common area, parking area and plaza area maintenance. The term
"operating  expenses" also includes all real property taxes and  installments of
special assessments due to deed restrictions and/or owner's associations,  which
accrue against the building  and/or  project of which the Leased  premises are a
part during the term of the Lease as well as all insurance  premiums Landlord is
required to pay or deems necessary to pay, including public liability insurance,
with respect to the building and/or project.  The term "operating expenses" does
not include any capital improvements to the building and/or project of which the
Leased  premises are a part nor shall it include  repairs,  restoration or other
work  occasioned by fire,  windstorm,  or other  casualty,  income and franchise
taxes  of  Landlord,  expenses  for the  renovation  of space  for new  tenants,
interest  or  principal  payments  on any  mortgage  or  other  indebtedness  of
Landlord,  compensation  paid to any  employee  of  Landlord  above the grade of
building maintenance engineer nor depreciation allowance or expense.

                                 8. LATE CHARGE

Tenant agrees to pay Landlord an  additional  amount of ten percent (10%) of any
sum owing by Tenant under this Lease if such sum is not in Landlord's  office or
postmarked  by  midnight  of the 10th day  following  the date on which such sum
became due for the extra expenses involved in handling  delinquent  payments.  A
$25.00 charge will be assessed by Landlord for every returned check.

                              9. SECURITY DEPOSIT

Amount:  THREE THOUSAND FOUR HUNDRED AND TWNTY NO/100 Dollars  ($3,420.00) which
Landlord acknowledges receipt thereof.

The security deposit shall be payable on the date of Tenant's  execution of this
Lease  and shall be held by  Landlord  without  liability  for  interest  and as
security for the performance by Tenant of Tenant's obligations under this Lease.
It is expressly  understood that the security deposit shall not be considered an
advance payment of rental or a measure of Landlord's  damages in case of default
by Tenant or upon termination of this Lease, Landlord may commingle the security
deposit with Landlord's  other funds.  Landlord may, from time to time,  without
prejudice to any other remedy,  use the security deposit to the extent necessary
to make good any arrearages of rent or to satisfy any other obligation of Tenant
hereunder.  Following any such application of the security deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the security
deposit to its original  amount.  If Tenant is not in default at the termination
of this Lease,  the balance of the  security  deposit  remaining  after any such
application shall be returned by Landlord to Tenant.  If Landlord  transfers its
interest  in the Leased  Premises  during the term of this Lease,  Landlord  may
assign the  security  deposit to the  transferee  and  thereafter  shall have no
further liability for the return of such security deposit.

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                                  10. SERVICES

(a) SERVICES BY LANDLORD

Landlord agrees to furnish  Tenant,  while  occupying  premises,  water at those
point of supply provided for general use of tenants;  electric  lighting service
for all public areas and special  service areas of building in the manner and to
the extent  deemed by  Landlord  to be  standard;  but failure to furnish or any
interruption  of these  services,  from any  cause  whatsoever,  shall  not make
Landlord  liable for damage or loss to persons,  property or Tenant's  business;
shall not be considered an eviction of Tenant;  shall not entitle  Tenant to any
refund or reduction of rent, and shall not relieve Tenant from  compliance  with
any term or  provision  of this Lease;  Landlord  shall  maintain and repair the
heating and air conditioning  systems,  plumbing systems and electrical  systems
serving the leased  premises,  which  charges are subject to the  adjustment  of
rental  provisions  for excess  operating  expenses  in Section 7 of this Lease;
Landlord shall use reasonable  diligence to promptly  repair any  malfunction of
the  building  improvements  or  facilities  but Tenant  shall have no claim for
rebate or abatement of rent for damages  resulting  from such repair or from any
interruptions  in  service  occasioned  by such  repair.  Any and all  costs and
expenses for services,  maintenance or repairs of the leased premises, including
but not limited to those items set forth in Paragraph 10 (b) of this Lease shall
be the responsibility of Tenant.

(b) SERVICES BY TENANT

UTILITIES:  Tenant, at its sole cost and expense,  shall pay all charges for gas
and electricity  used by Tenant and is responsible  for janitorial  costs during
the term of this Lease. Tenant shall pay all telephone charges.

                          11. PAYMENTS AND PERFORMANCE

Tenant  agrees  to pay all  rents  and all  other  sums  required  to be paid to
Landlord at the times and in the manner  provided in this Lease.  The obligation
of  Tenant to pay rent is an  independent  covenant  and under no  circumstances
shall Tenant be released from its obligation to pay rent.

                            12. REPAIRS AND RE-ENTRY

Tenant will  maintain the Leased  Premises in sound  condition,  at Tenant's own
expense,  and shall repair,  using only  contractors  approved by Landlord,  any
damage done to the  Building  or any part of the  Building by Tenant or Tenant's
agents,  employees and invitees.  If Tenant fails to make such repairs promptly,
within fifteen (15) days of  occurrence,  Landlord shall have the option to make
such  repairs  itself and Tenant  shall  reimburse  Landlord for the cost of the
repairs on demand.  Tenant  shall not commit nor allow any waste or damage to be
committed on any part of the Leased Premises,  and at the time of termination of
this Lease,  shall deliver the Leased  Premises to Landlord in as good condition
as existed on date of Tenant's possession,  ordinary wear and tear excepted, and
Landlord shall have the right to re-enter and resume possession.

                          13. ASSIGNMENT - SUBLETTING

Tenant shall not assign or mortgage this Lease or any right under or interest in
it;  allow same to be  assigned by  operation  of law or  otherwise;  sublet the
Leased Premises or any part thereof,  or allow any other person to occupy or use
the Leased  Premises  or any part  thereof in place of Tenant  without the prior
written  consent  of  Landlord  which  shall  not  be   unreasonably   withheld,
conditioned  or delayed.  Any such  assignment,  mortgage or subletting  without
Landlord's consent shall be void and shall, at Landlord's  option,  constitute a
breach of this Lease.  Notwithstanding approval by Landlord of any subletting or
assignment by Tenant,  Tenant, any guarantor of Tenant's  obligations under this
Lease and each assignee and subtenant shall remain fully  responsible and liable
for payment of the rent required under this Lease and for compliance with all of
Tenant's other obligations.  Consent of Landlord to any assignment,  mortgage or
subletting  shall  constitute  approval  only  as to that  specific  assignment,
mortgage or subletting, and none other.

                    14. ALTERATIONS AND ADDITIONS BY TENANT

Tenant  shall  make no  alterations,  additions  or  improvements  to the Leased
Premises,  including  the  installation  of trade  fixtures,  without  the prior
written consent of Landlord. Landlord may impose, as a condition of its consent,
requirements as to the manner in which,  the times at which,  and the contractor
by whom such work shall be done. All such alterations, additions or improvements
including trade fixtures,  shall be made by Tenant at its sole cost and expense,
shall be part of the building, shall become the property of Landlord at the time
they are placed on the Leased Premises, and shall be surrendered with the Leased
Premises upon termination of the Lease.  Landlord acknowledges that Tenant shall
be  coordinating  the  installation of all finishes and related  materials,  and
installation of same shall not require  additional notice to Landlord.  Landlord
may, however,  by written notice to Tenant given at least thirty (30) days prior
to the end of the  term,  require  Tenant to remove  all  partitions,  counters,
railing  and the like  installed  by  Tenant  and to  repair  any  damage to the
premises  caused by such  removal,  save and except  those items  identified  on
Exhibit "D".  Tenant  agrees to indemnify  and hold  Landlord  harmless from and
against  any and all  claims  for  mechanics,  materialmen  or  other  liens  in
connection  with any  alterations,  additions or  improvements,  including trade
fixtures.  In addition,  Tenant  shall,  if required by  Landlord,  furnish such
waiver or  waivers  of lien in form and with  surety  satisfactory  to  Landlord
before  commencing  any work on such  alterations,  additions  or  improvements,
including  trade  fixtures.  Landlord  reserves  the right to enter  the  Leased
Premises for the purpose of posting any notices of  nonresponsibility  as may be
permitted by law or desired by Landlord.

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          15. LEGAL USE - VIOLATIONS OF INSURANCE COVERAGE - NUISANCE

Tenant will not use the Leased Premises nor allow the Leased Premises to be used
for any purpose other than that stated in this Lease or for any purpose which is
unlawful;  disreputable;  or  extra-hazardous  on account of fire,  explosion or
other  casualty;  nor permit any act which would  increase the fire and casualty
insurance on the building or its contents. If insurance rates on the building or
its contents are increased due to action,  conduct or business of Tenant, Tenant
will pay such amount of insurance  rate  increase to Landlord on demand.  Tenant
will not create a nuisance,  interfere  with,  annoy or disturb other tenants or
Landlord, nor allow Tenant's agents, employees or invitees to do so.

                            16. LAWS AND REGULATIONS

Tenant will maintain the Leased Premises in a clean and healthful  condition and
will comply with all laws,  ordinances,  orders,  rules and  regulations  of any
governmental authority having jurisdiction over the use, conditions or occupancy
of the Leased Premises,  provided,  however,  that both parties acknowledge that
Tenant shall not be responsible  to be in compliance  with the provisions of the
Americans with  Disabilities  Act or amendments to such  legislation (or similar
legislation).

                          17. INDEMNITY AND LIABILITY

By moving into the Leased Premises, Tenant acknowledges that the Leased Premises
are  received by it in a good state of repair,  accepts  the Leased  Premises as
suitable for the purposes for which same are leased,  waives any and all defects
of the Leased  Premises and assumes all risks of damage to persons,  property or
Tenant's business. Landlord shall not be liable for any injury to person, damage
to  property or to  Tenant's  business  arising  from any acts or  omissions  of
Landlord or from any cause  whatsoever  except  Landlord's  gross  negligence or
willful wrong.  Tenant will indemnify and hold Landlord harmless from all suits,
and actions,  damages,  liability and expense in  connection  with loss of life,
bodily or personal  injury or property  damage arising from any occurrence  upon
the Leased  Premises,  from use or occupancy by Tenant of Leased  Premises,  and
from any acts or  omissions  of Tenant,  its agents,  contractors,  employees or
invitees. In addition, if Landlord should,  without fault on its part, be made a
party to any action by or against Tenant,  Tenant shall pay all costs,  expenses
and reasonable attorney's fees of Landlord.

                             18. RULES OF BUILDING

Tenant, Tenant's agents,  employees and invitees will comply fully with building
rules and regulations  which are attached to this Lease and made a part of it by
this reference. Landlord may amend or change the rules and regulations as it may
deem advisable to provide for the safety,  protection,  care, and cleanliness of
the  building,  and Landlord  shall give Tenant a written copy of all such rules
and amendments.

                      19. ENTRY FOR REPAIRS AND INSPECITON

Landlord and its agents and representatives may enter the Leased Premises at any
reasonable  hour or at any time during  emergencies  to inspect,  clean and make
repairs,  alterations or additions as Landlord deems necessary.  Tenant will not
be entitled to reduction or abatement of rent due to  Landlord's  entry for such
purposes.

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                   20. LANDLORD'S LIEN AND SECURITY INTEREST

In addition to the  Landlord's  lien provided by law,  Landlord  shall have, and
Tenant hereby grants to Landlord,  a security interest in all goods,  furniture,
fixtures,  equipment,  supplies  and other  property  of  Tenant  on the  Leased
Premises,  and all proceeds  thereof,  as security for all Tenant's  obligations
under this Lease.  Tenant shall have the right however,  to sell its merchandise
in the normal  course of its business  free of this lien and security  interest.
Tenant shall not remove any of such property from the Leased  Premises  until it
has fully  satisfied  its  obligations  under this  Lease.  Any  requirement  of
reasonable  notice  to Tenant  of  Landlord's  intention  to  dispose  of any of
Tenant's property to enforce this security interest shall be satisfied by notice
given in the  manner  prescribed  in  Section 39 of this Lease at least five (5)
days before the time of such  disposition.  Any such sale to enforce  Landlord's
security  interest  shall be deemed to have been a public  sale  conducted  in a
commercially   reasonable   manner  if  held  on  the  Leased   Premises   after
advertisement of the time, place and method of sale and a general description of
the property to be sold in a Bexar County,  Texas daily  newspaper for three (3)
consecutive days prior to the sale.  Landlord shall have all rights and remedies
of a secured party under law. Landlord agrees to execute lien waivers from other
creditors  of  Tenant  so long as  Landlord's  lien on other  goods,  furniture,
fixtures,  equipment,  supplies  and other  property  of  Tenant  on the  Leased
Premises is not subordinated.

                             21. ABANDONED PROPERTY

All of Tenant's  furniture,  movable  trade  fixtures and personal  property not
removed  from the Leased  Premises  within five (5) days of  Landlord's  written
request at the  termination of this Lease,  whether such  termination  occurs by
lapse of time or otherwise,  shall be conclusively presumed abandoned by Tenant,
and  Landlord  may declare  such  property to be the property of Landlord or may
dispose of the  property  by any method it deems  advisable.  Landlord's  rights
under this paragraph shall be cumulative of its rights under Section 21 above.

                                22. HOLDING OVER

It is agreed and  understood  that any holding  over by the Tenant of the Leased
Premises at the termination of this Lease,  whether such  termination  occurs by
lapse of time or  otherwise,  shall be construed as a tenancy at will at a daily
rental equal to 1/30th of an amount equal to one and one-half the monthly rental
payable  during the last month prior to  termination of this Lease for the first
three (3) months after lease  termination  and twice the monthly  rental payable
during the last  month  prior to  termination  of this  Lease  thereafter.  Such
tenancy shall be subject to all other terms and  provisions of this Lease except
any right of renewal.

                                  23. CASUALTY

In the event the Leased  Premises are damaged by fire or other casualty  covered
by Landlord's insurance,  Landlord shall repair the damage at its expense within
a reasonable  time. If the damage cannot be repaired  within one hundred  eighty
(180) days (as estimated by an architect chosen by Landlord),  this Lease may be
terminated  by either  Landlord or Tenant by written  notice  within thirty (30)
days  after  receipt  of the  architect's  damage  certification  and shall then
terminate  as of the date such  notice is given,  Tenant  shall pay all rent due
under this Lease,  prorated to the date of such notice, and all other sums owing
at that time and shall immediately  surrender  possession of the Leased Premises
to Landlord.

However,  if the damage can be repaired  within one hundred eighty (180) days or
if it cannot be repaired within such time but neither party exercises its option
to terminate this Lease, Landlord shall, within thirty (30) days of such damage,
begin to repair the Leased Premises and shall proceed with reasonable  diligence
to restore the Leased  Premises  to the same  condition  as existed  immediately
prior to the  occurrence of such  casualty.  The rent shall be abated during the
time the premises  are unfit for  occupancy.  Landlord  shall not be required to
rebuild,  repair or replace any of the furniture,  equipment,  fixtures or other
improvements which may have been placed on the Leased Premises by Tenant. In the
event any mortgagee under a deed of trust, security agreement or mortgage on the
building  should  require  that the  insurance  proceeds  be used to retire  the
mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall
terminate upon written  notice to Tenant.  In the event the building is so badly
damaged by fire or other  casualty,  even though the Leased  Premises may not be
affected,  that Landlord decides, within ninety (90) days after the destruction,
not to rebuild or repair the building (such decision being vested exclusively in
the discretion of Landlord),  then in such event Landlord shall notify Tenant in
writing and this Lease shall terminate as of the time such notice is given,  and
the Tenant shall pay rent hereunder apportioned to the time such notice is given
and shall pay all other  obligations of Tenant owing on the date of termination,
and  Tenant  shall  immediately  surrender  the  Leased  Premises  to  Landlord.
Notwithstanding the foregoing  provisions of this Section 24, Tenant agrees that
if the Leased  Premises or any other part of the  building is damaged by fire or
other casualty  caused by the fault or negligence of Tenant or Tenant's  agents,
employees or invitees, Tenant shall have no option to terminate this Lease, even
if the damage  cannot be repaired  within one hundred  eighty (180) days and the
rent shall not be abated or reduced before or during the repair period.

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                               25. FORCE MAJEURE

In the  event  Landlord  shall  be  delayed,  hindered  or  prevented  from  the
performance  of any act required under this Lease by reason of acts of God; acts
of common enemies;  fire, storm,  flood,  explosion or other casualty;  strikes;
lockouts;  labor  disputes;  labor  troubles;  inability  to procure  materials;
failure  of  power;  restrictive   governmental  laws  or  regulations;   riots;
insurrection;  war;  settlement of losses with insurance  carriers;  injunction;
order of any court of  governmental  authority;  or other  cause not  within the
reasonable  control  of  Landlord,  then the  performance  of such act  shall be
excused  for the period of the delay and the period for the  performance  of any
such act shall be extended for a period equivalent to the period of such delay.

                                 26. INSURANCE

A. Subrogation: Landlord and Tenant hereby waive and release any and all rights,
claims,  demands and causes of action each may have against the other on account
of any loss or damage  occasioned  to  Landlord or to Tenant as the case may be,
their respective businesses,  properties, real and personal, the Leased Premises
or its contents,  arising from any risk or peril covered by any insurance policy
carried by either party.  Inasmuch as the above mutual waivers will preclude the
assignment of any aforesaid  claim by way of  subrogation  (or  otherwise) to an
insurance  company  (or any other  person),  each  party  hereto  hereby  agrees
immediately to give to its respective  insurance companies written notice of the
terms of said  mutual  waivers,  and to have said  insurance  policies  properly
endorsed if necessary,  to prevent the invalidation of said insurance  coverages
by reason of said waivers. This provision shall be cumulative of Section 17.

B. Liability Insurance: Tenant shall procure and maintain throughout the term of
this Lease a policy or  policies  of  insurance,  at its sole cost and  expense,
insuring  Tenant and Landlord  against any and all liability for property damage
or injury to or death of person or persons occasioned by or arising out of or in
connection with the use or occupancy of the Leased Premises,  the limits of such
policy or policies to be in an amount not less than  $1,000,000.00  with respect
to  injuries  to or  death  of any  one  person,  in an  amount  not  less  than
$1,000,000.00 with respect to any one accident or disaster, and in an amount not
less than  $500,000.00  with respect to property  damaged or  destroyed.  Tenant
shall  furnish  evidence  satisfactory  to Landlord of the  maintenance  of such
insurance and shall obtain a written  obligation  on the part of each  insurance
company to notify  Landlord at least ten (10) days prior to cancellation of such
insurance.

                       27. TRANSFER OF LANDLORD'S RIGHTS

Landlord  shall have the right to transfer and assign,  in whole or in part, all
and every  feature  of its rights  and  obligations  under this Lease and in the
building and property referred to in this Lease. In such event Landlord shall be
released from any further  obligation under this Lease and Tenant agrees to look
solely to Landlord's  successor for the  performance of such  obligations.  This
Lease will not be effected by any such sale,  and Lessee agrees to attorn to the
purchaser or assignee.

                                 28. BANKRUPTCY

Bankruptcy,  insolvency  or  inability  to pay its debts as such  become  due of
Tenant  or any  guarantor  of this  Lease;  filing by or  against  Tenant or any
guarantor in any court pursuant to any statute either of the United States or of
any State of a petition  in  bankruptcy  or  insolvency  or for  reorganization,
arrangement or for the  appointment of a receiver or trustee of all or a portion
of Tenant's  or any such  guarantor's  property;  or the making by Tenant or any
such guarantor of an assignment for the benefit of creditors, shall constitute a
default by Tenant under this Lease and this Lease shall terminate,  Tenant shall
then immediately  surrender the Leased Premises to Landlord.  If Tenant fails to
do so,  Landlord  may  expel  or  remove  Tenant  and its  property  and  retake
possession of the Leased Premises  without  liability for any prosecution or any
claim for damages by reason of such re-entry. Tenant further agrees to indemnify
Landlord  for all loss  and  damage  suffered  by  Landlord  by  reason  of such
termination, including loss of rental for the remainder of the lease term.

                                  29. DEFAULT

The  following  shall also  constitute  events of  default by Tenant  under this
Lease:

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         (a)  Tenant's  failure  to pay rent and other  sums  payable  by Tenant
              under this Lease when due within ten (10) days after notice.
         (b)  Tenant's failure to comply with other  non-monetary  provisions of
              this Lease and such failure  continues  beyond a  reasonable  cure
              period.
         (c)  Any  assignment  or  subletting  of the  Leased  Premises  without
              Landlord's consent.

                                  30. REMEDIES

A. Upon the  occurrence  of any of the  events of  default  listed in Section 29
above,  Landlord  shall have the option to take any one or more of the following
actions  without  notice or demand in addition to and not in  limitation  of any
other remedy permitted by law or by this Lease:

              (1)    Terminate   this  Lease,   at  which  time   Tenant   shall
                     immediately  surrender the Leased Premises to Landlord.  If
                     Tenant fails to do so,  Landlord may expel or remove Tenant
                     and  its  property  and  retake  possession  of the  Leased
                     Premises without liability for any prosecution or any claim
                     for  damages  by reason of such  re-entry.  Tenant  further
                     agrees  to  indemnify  Landlord  for all  loss  and  damage
                     suffered  by  Landlord  by  reason  of  such   termination,
                     including  loss of rental  for the  remainder  of the lease
                     term.

              (2)    Enter upon and take  possession  of the Leased  Premises as
                     Tenant's agent without  terminating  this Lease and without
                     liability to prosecution of any claim for damages by reason
                     of such re-entry, and relet the Leased Premises as Tenant's
                     agent  and  receive  rent  therefor.  Tenant  agrees to pay
                     Landlord  on demand  for any  costs  incurred  by  Landlord
                     through such  reletting,  including  costs of renovating or
                     repairing the Leased  Premises for a new tenant and for any
                     deficiency  that may arise  between  amount of rent due for
                     the  remainder  of  Tenant's  lease  and that  received  by
                     Landlord  from  reletting  the  Leased   Premises.   It  is
                     expressly  understood  and agreed,  however,  that Landlord
                     shall  have  no duty  to  relet  the  Leased  Premises  and
                     Landlord's  failure  to do so shall not  release  or affect
                     Tenant's liability for rent or damages.

              (3)    Landlord  may do whatever  Tenant is  obligated to do under
                     the  terms of this  Lease and in order to  accomplish  this
                     purpose  Landlord  may enter the  Leased  Premises  without
                     liability to prosecution or any claim for damages therefor.
                     Tenant shall reimburse  Landlord for any expenses  Landlord
                     may  incur  in  effecting  compliance  with  this  Lease on
                     Tenant's behalf.  Tenant further agrees that Landlord shall
                     not be liable  for any  damages  which may result to Tenant
                     from such action by Landlord,  whether caused by Landlord's
                     negligence or otherwise.

B. Upon the  occurrence  of the default  event  stated in Section  29(a)  above,
Landlord  shall have the option,  in addition  to and not in  limitation  of any
other remedy  permitted by law or by this Lease,  of declaring the entire amount
of rent for the remainder of the lease term due and payable immediately; without
terminating  this Lease,  as  liquidated  and agreed  damages for the payment of
costs and expenses that Landlord will incur in regaining  possession,  restoring
or reletting the Leased  Premises.  It is understood  and agreed that the actual
determination  of  Landlord's  costs and  expenses is not  feasible and that the
amount of rent for the  remainder  of the lease  term  represents  a  reasonable
estimate of such cost.

                                 31. NO WAIVER

No action by  Landlord  or its  agents  shall  constitute  an  acceptance  of an
attempted  surrender  of the Leased  Premises  and no agreement to accept such a
surrender of the Lease  Premises  shall be valid unless in writing.  Re-entry of
the Leased  Premises by Landlord shall not constitute an election by Landlord to
terminate this Lease unless Landlord so notifies  Tenant in writing.  Acceptance
of rent by Landlord  following  the  occurrence of an event of default shall not
waive such default, nor shall the receipt by Landlord of rent from any assignee,
subtenant or occupant of said  premises  other than Tenant be deemed a waiver of
Section  13 of this  Lease.  Landlord's  waiver of any  default or breach of the
terms of this lease  (including any violation or failure to enforce the Building
Rules  attached  hereto) or failure by  Landlord  to enforce  one or more of the
remedies  provided  herein upon such  default or breach  shall not  constitute a
waiver of any other default or breach of this Lease.  No provision of this Lease
shall be deemed  waived by Landlord  unless  evidenced  in  writing.  Landlord's
rights and remedies under this Lease shall be cumulative of every other right or
remedy  Landlord may have otherwise at law or in equity and Landlord's  exercise
of one or more of the  rights or  remedies  shall  not bar or in any way  impair
Landlord's exercise of other rights and remedies.

                                       7
<PAGE>

                               32. SUBORDINATION

This Lease and all rights of the Tenant hereunder are subject and subordinate to
any deeds of trust,  mortgages or other  instruments of security which do now or
may  hereafter  cover the  building  and the land or any  interest  of  Landlord
therein,  and to any and all advances made on the security  thereof,  and to any
and all increases,  renewals,  modifications,  consolidations,  replacements and
extensions of any of such deeds of trust,  mortgages or instruments of security.
This  provision is hereby  declared by Landlord and Tenant to be  self-operative
and no further instrument shall be required to effect such subordination of this
Lease.  Tenant  shall,  however,  from  time  to  time,  upon  demand,  execute,
acknowledge  and deliver to Landlord any and all  instruments  and  certificates
that in the  judgment  of  Landlord  may be  necessary  or proper to  confirm or
evidence such subordination,  and Tenant hereby irrevocably appoints Landlord as
Tenant's agent and attorney-in-fact for the purpose of executing,  acknowledging
and delivering any such instruments and certificates.  This Lease and all rights
of Tenant hereunder are further subject and subordinate to all ground or primary
leases  in  existence  at  the  date  hereof  and to any  and  all  supplements,
modifications  and extensions  thereof  heretofore or hereafter  made.  However,
notwithstanding the foregoing  provisions of this Section 32, Tenant agrees that
any such  mortgagee  shall  have the right at any time to  subordinate  any such
deeds or trust, mortgages or other instruments of security to this Lease on such
terms and subject to such  conditions as such mortgage may deem  appropriate  in
its discretion. Tenant further agrees, upon demand by Landlord's mortgage at any
time,  before or after the institution of any proceedings for the foreclosure of
any such deeds of trust,  mortgages or other instruments of security, or sale of
the building pursuant to any such deeds of trust,  mortgages or other instrument
of  security,  to attorn to such  purchaser  upon any such sale and to recognize
such purchaser as Landlord under this Lease.  This agreement of Tenant to attorn
upon demand of Landlords  mortgagee shall survive any such  foreclosure  sale or
trustee's sale. Tenant shall upon demand at any time or times, or after any such
foreclosure  sale  or  trustee's  sale,  execute,  acknowledge  and  deliver  to
Landlord's  mortgagee  any  and all  instruments  and  certificates  that in the
judgment  of  Landlord's  mortgagee  may be  necessary  or proper to  confirm or
evidence such  attornment,  and Tenant hereby  irrevocably  appoints  Landlord's
mortgagee as Tenant's agent and  attorney-in-fact  for the purpose of executing,
acknowledging and delivering any such instruments and certificates.

                           33. ESTOPPEL CERTIFICATES

Tenant  agrees to furnish  from time to time when  requested  by Landlord or the
holder of any deed of trust or mortgage  covering  the land and  building or any
interest of Landlord therein,  a certificate signed by Tenant to the effect that
this Lease is then presently in full force and effect and  unmodified;  that the
term of this Lease has commenced and the full rental is then accruing hereunder;
that  Tenant  has  accepted  possession  of the  Leased  Premises  and  that any
improvements required (if any) by the terms of this Lease to be made by Landlord
have been completed to the satisfaction of Tenant, that no rent under this Lease
has been paid more than  thirty  (30) days in advance of its due date;  that the
address  for  notices to be sent to Tenant is as set forth in this  Lease;  that
Tenant,  as of the date of such  certificate,  has no  charge,  lien or claim of
offset under this Lease or otherwise  against  rents or other  charges due or to
become due hereunder;  and that to the knowledge of Tenant, Landlord is not then
in default under this Lease. The certificate  shall also contain an agreement by
Tenant with such holder that from and after the date of such certificate  Tenant
will not pay any rent under this Lease more than  thirty (30) days in advance of
its due date,  will not surrender or consent to the  modification  of any of the
terms of this Lease nor to the  termination of this Lease by Landlord,  and will
not seek to  terminate  this Lease by reason of any act or  omission of Landlord
until Tenant shall have given written notice of such act or omission of Landlord
to the holder of such deed of trust or mortgage (at such  holder's  last address
furnished  to Tenant) and until a  reasonable  period of time shall have elapsed
following the giving of such notice;  during which period such holder shall have
the right, but shall not be obligated, to remedy such act or omission; provided,
however,  that (i) the agreement of Tenant described in this sentence will be of
no effect under such certificate  unless Tenant is furnished by such holder with
a copy of any  assignment  to such holder of  Landlord's  interest in this Lease
within one hundred  twenty  (120) days after the date of such  certificate,  and
(ii)  the  agreement  of  Tenant  with  such  holder  that is  embodied  in such
certificate  shall  terminate  upon  the  subsequent  termination  of  any  such
assignment.

                                       8
<PAGE>

                        34. JOINT AND SEVERAL LIABILITY

The obligations imposed upon Tenant (if more than one) under this Lease shall be
joint and several.  If Tenant has a guarantor,  the  obligations of Tenant under
this Lease  shall be joint and  several  obligations  of Tenant  and  guarantor.
Landlord may proceed against guarantor without first proceeding  against Tenant,
and no guarantor shall be released from its guaranty for any reason,  including,
but not  limited  to, any  amendment  of this  Lease,  any waiver of  Landlord's
rights,  failure of Landlord to give Tenant or any  guarantor  any  notices,  or
release of any party liable for payment and performance of Tenant's  obligations
under this Lease.

                              35. ATTORNEY'S FEES

If Landlord or Tenant  brings any action  under this Lease or consults or places
this Lease or any amount  payable or action  required  under it with an attorney
for the  enforcement  of any of Landlord's or Tenant's  rights under this Lease,
the party found to be at fault agrees in each case to pay reasonable  attorney's
fees and other costs and expenses incurred by the prevailing party in connection
therewith.

                              36. QUIET POSSESSION

Landlord hereby  covenants that Tenant,  upon payments of rent as provided under
this Lease and performing all other  agreements  contained in this Lease,  shall
and may peacefully have, hold and enjoy the Leased Premises.

                               37. BUILDING NAME

Tenant may use the present  name of the building in the name of its business and
in its business address, provided,  however, that Landlord reserves the right to
change the name of the  building  at any time  without  prior  notice to Tenant.
Tenant agrees to immediately  cease use of the building name in connection  with
its business upon termination of this Lease, by lapse of time or otherwise.

                                  38. PARKING

Landlord reserves the right to designate  specific areas and spaces within which
Tenant,  Tenant's  employees,  agents,  visitors and customers may park.  Tenant
shall not,  however,  be entitled to exclusive  use of such  designated  parking
spaces  (unless  granted such right by Landlord in writing) and Landlord may, in
its sole discretion, reassign the location of such parking spaces at any time so
long as any such designated  spaces are located within  reasonable  proximity of
the Leased Premises. Landlord further reserves the right to promulgate rules and
regulations for the use of all parking areas at any time during the term of this
Lease.  Notwithstanding  any  foregoing  provision of this Section 38,  Landlord
shall have the right to designate  any parking  area or space for the  exclusive
use of a tenant or other  person or persons so long as such spaces do not impact
Tenant's access to parking areas in reasonable proximity.  Tenant agrees that it
will employ its best efforts to prevent the use by Tenant's  employees,  agents,
visitors and customers of parking spaces allocated to other tenants.

                                  39. NOTICES

Any notice  required  or  permitted  to be given by one party to the other under
this Lease shall be in writing and shall be effective  when  deposited  pursuant
hereto with the United States Mail, Certified or Registered Mail, Return Receipt
Requested, postage prepaid, addressed as follows:

          If to LANDLORD:                         If to TENANT:

          Creekview Garden Offices                ATSI Communications, Inc.
          BDRC, Inc.                              8600 Wurzbach
          500 W. 16th St., Suite 102              Suite 700
          Austin, TX 78701                        San Antonio, TX 78240

Either party may change its address as designated above by written notice to the
other party.

                                       9
<PAGE>

                            40. FINANCIAL STATEMENTS

Only in the event of a monetary default by Tenant, Tenant shall furnish Landlord
from time to time when requested by Landlord a statement of financial  condition
of Tenant  prepared by an independent  certified  public  accountant and in form
reasonably satisfactory to Landlord.

                           41. LEASEHOLD IMPROVEMENTS

If the  Leased  Premises  are not  ready  for  occupancy  by Tenant on the lease
commencement date, because Tenant's leasehold improvements are not substantially
complete or for any other reason,  the  obligations of Landlord and Tenant shall
nevertheless continue in full force and effect. In the event the Leased Premises
are not ready for occupancy for reasons other than any delay in the installation
of Tenant's  leasehold  improvements due to any changes or additions  ordered by
Tenant,  then the rent  hereinabove  provided shall abate and not commence until
the date the leasehold  improvements  to the Leased  Premises are  substantially
complete;  but such abatement of rent shall  constitute  full  settlement of all
claims that Tenant might otherwise have against Landlord by reason of the Leased
Premises not being ready for occupancy by Tenant on the Lease commencement date.
If the  Leased  Premises  are not  ready  for  occupancy  by Tenant on the lease
commencement  date,  the term of this Lease  shall be  extended by the period of
time which elapses between the Lease  commencement  date and the date the Leased
Premises are ready for occupancy by Tenant,  and the parties agree to execute an
agreement between them confirming any such extension of the lease term.

                             42. RIGHT TO RELOCATE

Landlord  reserves  the right,  at its option and upon  giving  thirty (30) days
prior written  notice to Tenant to relocate  Tenant from the Leased  Premises to
any other available  office space of  substantially  equal size and area, but no
smaller than the Leased Premises.  In such event, prior to the relocation of the
Tenant,  Landlord  and  Tenant  shall  agree  upon the  cost of such  relocation
(including the cost of any renovations or alterations  necessary to make the new
office space  substantially  conform in layout and  appointment  with the Leased
Premises), and Landlord shall bear the reasonable cost thereof together with all
moving costs including, but not limited to, moving the telephones and computers,
printing  costs for such  items as  stationery,  envelopes,  business  cards and
forms,  and mailing costs to notify clients and  professional  affiliates of the
new  address.  In the event that the new  premises  are  larger  than the Leased
Premises,  Tenant shall continue to pay the same monthly rental amount  provided
in Section 6 hereof.

                              43. ENTIRE AGREEMENT

Tenant agrees that as a material consideration for execution of this Lease there
are no oral representations, understandings, stipulations or promises pertaining
to this agreement that are not incorporated in this Lease, and it is also agreed
that this Lease shall not be  altered,  waived,  amended or  extended  except by
written agreement signed by both parties, unless expressly provided otherwise in
this Lease.

                                44. SEVERABILITY

If any  provision  of this  Lease is  illegal,  invalid or  unenforceable  under
present or future  laws during the term of this Lease,  it is the  intention  of
both parties that the remainder of this Lease shall not be affected,  and that a
clause be added to this Lease as similar to such invalid or unenforceable clause
as possible and be legal, valid and enforceable.


                                       10
<PAGE>

                                  45. CAPTIONS

The  captions  of  each  paragraph  of this  Lease  are  added  as a  matter  of
convenience   only  and  shall  not  be  considered  in  the   construction   or
interpretation of any part of this Lease.

                               46. BINDING EFFECT

The  provisions  of this Lease shall be binding upon and inure to the benefit of
Landlord and Tenant and to their heirs, personal representatives, successors and
assigns, subject to the provisions of Section 27 above.



Time is of the essence of each term and provision of this Lease.

IN WITNESS WHEREOF, this Lease is entered into by the parties hereto on the date
and year first set forth above.


TENANT:

ATSI COMMUNICATIONS, INC.,
a Delaware corporation


By:      /S/ Arthur L. Smith
       -----------------------

Title:   CEO
       ------------------------



LANDLORD:

BDRC, INC.


By:      /S/ Anthony W. Eugenio
       ------------------------

Title:   Manager
       ------------------------


                                       11
<PAGE>


                                   EXHIBIT "A"

                                LEGAL DESCRIPTION


A metes and bounds legal description of the subject property is as follows:

A TRACT OF LAND  containing  6.193 acres more or less out of the Marcia Trinidad
Guerra  Survey No. 88,  Abstract 260,  Patent No. 199,  Volume 2, New City Block
13662,  Bexar  County,  Texas.  The said 6.193 acres also being out of a 20 acre
tract conveyed to Emily W. Mickler from Emily M. Wurzbach by deed dated July 25,
1940 and recorded in Volume 1773, Page 373 Deed Records of Bexar County,  Texas;
and the same land  conveyed  in the Will of the Estate of Emily M.  Wurzbach  to
Emily W. Mickler dated  December 2, 1941,  File No.  87716,  Volume 467, Page 96
Probate  Court Records of Bexar  County,  Texas and being  further  described as
follows:

BEGINNING at a found iron pin in the  southeast  line of Wurzbach  Road at a cut
off angle point with  Fredericksburg  Road from which the cut off angle point on
the east line of  Fredericksburg  Road bears S 13 degrees 41' 56" W, 107.20 feet
as recorded in Volume 8100, Page 73 Map Records of Bexar County,  Texas.  THENCE
with the southeast line of Wurzbach Road the following bearings and distances:

         N 40 degrees 45' 02" E, 181.25 feet to a found iron pin;
         N 38 degrees 24' 28" E, 293.49 feet to a found iron pin;
         N 40 degrees 45' 02" E, 328.83 feet to a found iron pin

for the  Westernmost  corner and POINT OF BEGINNING of this survey;  THENCE with
the southeast  line of Wurzbach Road N 40 degrees 45' 02" E, 38.49 feet to found
iron pin for the point of  curvature,  whose radial point bears S 49 degrees 14'
58" E, 5689.65 feet and whose  interior  angle is 1 degree 09' 00";  THENCE with
the southeast line of Wurzbach Road and along a curve to the right of arc length
114.20  feet and whose  chord bears N 41 degrees 19' 32" E, 114.20 feet to a set
iron pin for the point of tangency;  THENCE with the southeast  line of Wurzbach
Road N 41 degrees  54' 02" E, 322.21 feet to a found  concrete  monument  (Texas
State Plan  Coordinates N 614,  524.39.  E 2, 136,  726.11) for the Northernmost
Corner of this survey;  THENCE with the fence and the northeast line of the said
20 acre tract, S 48 degrees 05' 09" E, 568.23 feet to a found concrete  monument
for the Easternmost  Corner of this survey;  THENCE along the southeast boundary
line of the said 20 acre  tract,  S 41 degrees  53' 38" W,  474.98 feet to a set
iron pin (Texas State Plan  Coordinates N 613, 791.23, E 2, 136, 831.79) for the
Southernmost  Corner of this survey;  THENCE N 48 degrees 05' 09" W, 385.55 feet
to a set iron pin in the east line of a 0.518 acre homestead  tract for an angle
point;  THENCE  with the east line of said  0.518  acre  homestead  tract,  N 03
degrees 55' 00" W, 9.62 feet to a found iron pin at the northeast  corner of the
homestead  tract,  for an  interior  corner;  THENCE with the north line of said
0.518  homestead  tract, S 86 degrees 05' 00" W, 9.34 feet to a set iron pin for
an angle point; THENCE N 48 degrees 05' 09" W, 167.41 feet to the found iron pin
in the southeast  line of Wurzbach  Road,  the  Westernmost  Corner and POINT OF
BEGINNING  containing  6.193  acres more or less,  (269,762  square  feet).  All
coordinates are based on Texas State Plan Coordinate System South Central Zone.


                                       12
<PAGE>


                                   EXHIBIT "B"


                                    SITE PLAN



                                       13
<PAGE>

                                   EXHIBIT "C"

                                   FLOOR PLAN



                                       14
<PAGE>


                                   EXHIBIT "D"

                             LEASEHOLD IMPROVEMENTS


Landlord  shall  deliver  the Leased  Premises in "as is,  where is"  condition,
except that Landlord,  at Landlord's  expense,  shall steam clean the carpet and
replace damaged ceiling tiles in the Leased Premises.  Any additional  leasehold
improvements  required by Tenant shall be at its sole  expense.  Landlord  shall
control  and have the  right  of  approval  on all  aspects  of the  improvement
process.  Landlord shall also have the right to charge a reasonable construction
management fee for such work.


                                       15
<PAGE>

                                   EXHIBIT "E"

                      BUILDING RULES AND AGREED REGULATIONS


1. Tenant agrees to make deposit, in amount fixed by Landlord from time to time,
for each key issued by Landlord to Tenant for its offices,  and upon termination
of lease contract,  to return all keys to Landlord.  Landlord will refund amount
deposited on each key returned.

2.  Tenant  will  refer  all  contractors,   contractor's   representatives  and
installation  technicians,  rendering  any  service  to Tenant to  Landlord  for
Landlord's  supervision,   approval,  and  control  before  performance  of  any
contractual  service.  This  provision  shall  apply  to all work  performed  in
building including installations of telephones,  telegraph equipment, electrical
devices and  attachments,  and  installations  of any nature  affecting  floors,
walls,  woodwork,  trim,  windows,  ceilings,  equipment  or any other  physical
portion of building.

3. Movement in or out of building of furniture or office equipment,  or dispatch
or receipt by Tenant of any  merchandise  or  materials  which  requires  use of
elevators or stairways, or movement through building entrances or lobby shall be
restricted  to hours  designated by Landlord.  All such movement  shall be under
supervision  of Landlord and in the manner agreed between Tenant and Landlord by
prearrangement before performance.  Such prearrangement initiated by Tenant will
include determination by Landlord and subject to its decision and control, time,
method, and routing of movement, limitations imposed by safety or other concerns
which may prohibit any article,  equipment or any other item from being  brought
into  building.  Tenant is to assume all risk as to damage to articles moved and
injury to persons or public engaged or not engaged in such  movement,  including
equipment, property, and personnel of Landlord if damaged or injured as a result
of acts in  connection  with  carrying  out this service for Tenant from time of
entering  property to completion of work;  and Landlord  shall not be liable for
acts of any person  engaged in, or any damage or loss to any of said property or
persons  resulting  from any act of connection  with such service  performed for
Tenant.

4. No signs will be  allowed  in any form on  exterior  of  building  or windows
inside or out, and no signs except in uniform  location and uniform  style fixed
by Landlord  will be permitted in the public  corridors or on corridor  doors or
entrances to Tenant's  space.  All signs will be contracted  for by Landlord for
Tenant at the rate  fixed by  Landlord  from time to time,  and  Tenant  will be
billed and pay for such service accordingly.

5. No portion of Tenant's  area or any other part of building  shall at any time
be used or occupied as sleeping or lodging quarters.

6. Tenant shall not place,  install or operate on leased premises or in any part
of building, any engine, or machinery,  or conduct mechanical operations thereon
or  therein,  or place or use in or about  premises  any  explosives,  gasoline,
kerosene,  oil,  acids,  caustics,  or  any  other  inflammable,  explosive,  or
hazardous material without written consent of Landlord.

7.  Landlord  will not be  responsible  for lost or  stolen  personal  property,
equipment,  money,  or jewelry from Tenant's area of public rooms  regardless of
whether such loss occurs when area is locked against entry or not.

8. No birds or animals shall be brought into or kept in or about building.

                                       16
<PAGE>

9.  Employees  of  Landlord  shall not receive or carry  messages  for or to any
Tenant or other person, nor contract with or render free or paid services to any
Tenant or Tenant's agents, employees, or invites.

10. Landlord will not permit  entrance to Tenant's  offices to any person at any
time without written permission by Tenant.

11. None of the entries, passages, doors, elevators, elevator doors, hallways or
stairways  shall be blocked or obstructed,  or any rubbish,  litter,  trash,  or
material of any nature placed, emptied or thrown into these areas, or such areas
be used at any time  except  for access or egress by  Tenant,  Tenant's  agents,
employees, or invitees.

12. The  Landlord  desires to maintain the highest  standards  of  environmental
comfort  and  convenience  for  the  tenantry.  It will  be  appreciated  if any
undesirable conditions or lack of courtesy or attention are reported directly to
the management.


                                       17
<PAGE>

                                   EXHIBIT "F"

                     TENANT'S ACCEPTANCE OF LEASED PREMISES



Date:

Re:  Lease dated  3rd April, 2003

Between BDRC, INC. ("Landlord")

and ATSI COMMUNICATIONS, INC.   ("Tenant")

on premises located at 8600 WURZBACH, Suite 700
                       San Antonio, Texas 78240

The  undersigned,  as  Tenant,  have  inspected  the  improvements  at the above
referenced premises and hereby confirm the following:

1. That it has accepted  possession of the Leased Premises pursuant to the terms
   of the aforesaid Lease.

2. That the  improvements  and space  required to be finished  according  to the
   aforesaid Lease have been completed and supplied in all respects.

3. That the Landlord has fulfilled all of its duties.

4. That no Rent has been prepaid except as provided by the Lease.

5. That there are no existing defenses or offsets which the undersigned has
   against the enforcement of said Lease.

6. That the aforesaid Lease has not been modified, altered or amended.

7. That said Rent commenced to accrue on the _______ day of _____________, 2003.
   The primary Lease Term expires on the ________ day of ______________, ______.

8. That the Lease is now in full force and effect.


Tenant:

ATSI COMMUNICATIONS, INC.

By:  _____________________




                                       18