EXHIBIT:
10.4

     

    Settlement of 9% Convertible
Subordinate Debenture due 2011, dated June 1, 2006

     

    ATSI
Communications, Inc. (“ATSI) executed a 9% Convertible Subordinate Debenture
dated June 1,
2006 (“Debenture”) in the Principal Amount of $113,568. As of October 20,
2008 the parties have agreed to settle the remaining balance due as
follows:

     

    
      
        
          	
                  BANKCORP OF RANTOUL

                	 
	
                  PAYOFF

                	 	 	 	 	 	
                  CONVERSION

                	 	 	
                  COMMON

                	 
	
                  PRINCIPAL

                	 	 	
                  INTEREST

                	 	 	
                  TOTAL

                	 	 	
                  PRICE

                	 	 	
                  SHARES

                	 
	$	45,427	 	 	$	1,579	 	 	$	47,007	 	 	$	0.27	 	 	 	174,098	 


        

      

    

     

    ATSI is
not and has not been in default of the payment terms of the
Debenture.

     

    Now comes
Bancorp of Rantoul (“Bancorp”) and represents it remains the holder of such
Debenture and agrees that it will fully discharge the Debenture.

     

    Signed
this 20th day of
October, 2008.

     

    
      
        
          
            
              	
                      Bancorp
      of Rantoul

                    
	 	 
	By
      	
                       /s/
      Dennis Long

                    


            

          

        

      

    

     

    It’s
Authorized Representative

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Settlement of 9% Convertible
Subordinate Debenture due 2011, dated June 1, 2006

     

    ATSI
Communications, Inc. (“ATSI) executed a 9% Convertible Subordinate Debenture
dated June 1,
2006 (“Debenture”) in the Principal Amount of $113,568. As of October 20,
2008 the parties have agreed to settle the remaining balance due as
follows:

     

    
      
        
          	
                  THOMAS BRYAN

                	 
	
                  PAYOFF

                	 	 	 	 	 	
                  CONVERSION

                	 	 	
                  COMMON

                	 
	
                  PRINCIPAL

                	 	 	
                  INTEREST

                	 	 	
                  TOTAL

                	 	 	
                  PRICE

                	 	 	
                  SHARES

                	 
	$	45,427	 	 	$	1,579	 	 	$	47,007	 	 	$	0.27	 	 	 	174,098	 


        

      

    

     

    ATSI is
not and has not been in default of the payment terms of the
Debenture.

     

    Now comes
Thomas Bryan (“T. Bryan”) and represents it remains the holder of such Debenture
and agrees that it will fully discharge the Debenture.

     

    Signed
this 20th day of
October, 2008.

     

    Thomas
Bryan

     

    
      
        
          
            
              
                	
                        By

                      	
                        /s/
      Thomas Bryan

                      
	 	 


              

            

          

        

      

    

    It’s
Authorized Representative

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Settlement of 9% Convertible
Subordinate Debenture due 2011, dated June 1, 2006

     

    ATSI
Communications, Inc. (“ATSI) executed a 9% Convertible Subordinate Debenture
dated June 1,
2006 (“Debenture”) in the Principal Amount of $113,568. As of October 20,
2008 the parties have agreed to settle the remaining balance due as
follows:

     

    
      
        
          	
                  DENNIS LONG

                	 
	
                  PAYOFF

                	 	 	 	 	 	
                  CONVERSION

                	 	 	
                  COMMON

                	 
	
                  PRINCIPAL

                	 	 	
                  INTEREST

                	 	 	
                  TOTAL

                	 	 	
                  PRICE

                	 	 	
                  SHARES

                	 
	$	45,427	 	 	$	1,579	 	 	$	47,007	 	 	$	0.27	 	 	 	174,098	 


        

      

    

     

    ATSI is
not and has not been in default of the payment terms of the
Debenture.

     

    Now comes
Dennis Long (“D. Long”) and represents it remains the holder of such Debenture
and agrees that it will fully discharge the Debenture.

     

    Signed
this 20th day of
October, 2008.

     

    Dennis
Long

     

    
      
        
          	
                  By

                	
                  /s/
      Dennis Long

                


        

      

    

     

    It’s
Authorized Representative

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Settlement of 9% Convertible
Subordinate Debenture due 2011, dated June 1, 2006

     

    ATSI
Communications, Inc. (“ATSI) executed a 9% Convertible Subordinate Debenture
dated June 1,
2006 (“Debenture”) in the Principal Amount of $75,296. As of October 20,
2008 the parties have agreed to settle the remaining balance due as
follows:

     

    
      
        
          	
                  STEVEN COMBEST

                	 
	
                  PAYOFF

                	 	 	 	 	 	
                  CONVERSION

                	 	 	
                  COMMON

                	 
	
                  PRINCIPAL

                	 	 	
                  INTEREST

                	 	 	
                  TOTAL

                	 	 	
                  PRICE

                	 	 	
                  SHARES

                	 
	$	30,118	 	 	$	1,047	 	 	$	31,166	 	 	$	0.27	 	 	 	115,428	 


        

      

    

     

    ATSI is
not and has not been in default of the payment terms of the
Debenture.

     

    Now comes
Steven Combest (“S. Combest”) and represents it remains the holder of such
Debenture and agrees that it will fully discharge the Debenture.

     

    Signed
this 20th day of
October, 2008.

     

    Steven
Combest

     

    
      
        
          	
                  By

                	
                  /s/
      Steven Combest

                


        

      

    

     

    It’s
Authorized Representative