THE SECURITIES REPRESENTED BY THIS NOTE AND THE PREFERRED STOCK ISSUABLE THEREBY
HAVE  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY, THE
     ----------
SECURITIES  REPRESENTED  BY  THIS  NOTE  MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN
A  TRANSACTION  EXEMPT  FROM  REGISTRATION  UNDER,  THE  SECURITIES  ACT  AND IN
ACCORDANCE  WITH  ANY  OTHER  APPLICABLE  SECURITIES  LAWS.


                          TELSCAPE INTERNATIONAL, INC.
                FIRST REPLACEMENT 12% CONVERTIBLE PROMISSORY NOTE


$10,000,000.00                  Houston,  Texas               February  7,  2000


     Telscape  International,  Inc.,  a  Texas  corporation (the "Company"), for
                                                                  -------
value  received,  hereby  promises  to pay to the order of Pointe Communications
Corporation,  a  Nevada  corporation  ("Holder"), the principal sum of up to Ten
                                        ------
Million  and  No/100  Dollars  ($10,000,000.00)  or  so  much  thereof as may be
advanced as provided herein, together with interest on the outstanding amount of
such  principal  sum,  payable  in  accordance  with  the terms set forth below.


ARTICLE  1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     1.1     Definitions.  For  all  purposes  of this Note, except as otherwise
             -----------
expressly  provided  or  unless  the  context  otherwise  requires:

     (1)     the  terms  defined  in  this Article have the meanings assigned to
             them in this  Article  and  include  the  plural  as  well  as  the
             singular;

     (2)     all accounting terms not otherwise defined herein have the meanings
             assigned  to them in accordance with generally accepted accounting
             principles as promulgated from time to time by the Association of
             Independent Certified Public Accountants;  and

     (3)     the  words  "herein,"  "hereof"  and "hereunder" and other words of
                          ------     ------        ---------
             similar  import refer to this Note  as  a  whole  and  not  to  any
             particular Article, Section,  or  other  subdivision.

     "Business  Day" means each Monday, Tuesday, Wednesday, Thursday, and Friday
      -------------
that  is  not  a  day  on  which  banking  institutions  in  Houston, Texas, are
authorized  or  obligated  by  law  or  executive  order  to  be  closed.


<PAGE>
     "Class  C  Preferred  Stock" means shares of the Class C Convertible Senior
      --------------------------
Preferred  Stock,  par  value  $0.001  per share, of the Company, with rights in
accordance  with the Certificate of Designation attached to the Merger Agreement
as  Exhibit  A.
    ----------

     "Common  Stock" means the common stock of the Company, par value $0.001 per
      -------------
share.

     "Escrow  Agreement"  means that certain Escrow Agreement dated December 31,
      -----------------
1999, as amended from time to time, by and among the Company, Holder and Gardere
&  Wynne, L.L.P. ("Escrow Agent"), pursuant to which the unfunded portion of the
                   ------------
proceed  of  this  Note  are  being  held  in  escrow  by  Escrow  Agent.

     "Event  of  Default"  has  the  meaning  specified  in  Section  3.1.
      ------------------                                     ------------

     "First  Note"  means  that certain Promissory Note dated November 24, 1999,
      -----------
issued  by the Company to Holder in the original principal amount of $1,500,000,
as  modified  by  that  certain  Modification  Agreement dated January 10, 2000,
increasing  the  principal  amount  to  $2,500,000.

     "Maturity  Date,"  when  used with respect to this Note means June 30, 2000
      --------------
(or  such  earlier  date  upon  which this Note is due and payable under Section
                                                                         -------
3.3).
----

     "Merger  Agreement"  means  that certain Agreement and Plan of Merger dated
      -----------------
December  31,  1999,  by  and among the Company, Holder, and Pointe Acquisition,
Corp.,  as  amended  from  time  to  time.

     "Note"  means  this  First  Replacement 12% Convertible Promissory Note, as
      ----
hereafter  amended,  modified,  substituted,  or  replaced.

     "Person"  means  any  individual,  corporation,  entity,  limited liability
      ------
partnership  or  company,  partnership,  joint venture, association, joint stock
company,  trust,  unincorporated  organization,  or  government or any agency or
political  subdivision  thereof.

     "Registration  Rights  Agreement"  means  that  certain Registration Rights
      -------------------------------
Agreement  attached  to  the  Merger  Agreement  as  Exhibit  C.
                                                     ----------

     "Second  Note"  means  that  certain  12% Convertible Promissory Note dated
December  31,  1999,  issued  by the Company to Holder in the original principal
amount  of  $10,000,000.

     "Warrant  Agreement"  means  that certain Warrant Agreement attached to the
      ------------------
Merger  Agreement  as  Exhibit  D.
                       ----------
 .
     "Warrants"  means  warrants  of the Company issuable upon conversion of the
      --------
Note  pursuant  to  Section  4.1  and  evidenced  by  the  Warrant  Agreement.
                    ------------


<PAGE>
ARTICLE  2
                         BALANCE, ADVANCES AND PAYMENTS

     2.1     Replacement  Note.  This  Note  is  given  in  full  payment  and
             -----------------
replacement  of the First Note and the Second Note having an aggregate principal
balance  of  $2,500,000  and  accrued  and  unpaid  interest  of  $46,500.

     2.2     Balance.  The  sum  of  $2,546,500  has  been  advanced  to pay the
             -------
outstanding  principal  and  interest due on the First Note and the Second Note.
An  additional $3,200,000 is being disbursed simultaneously upon the issuance of
this Note.  The unfunded principal sum of this Note is $4,253,500 as of the date
hereof.

     2.3     Advances.  Holder  agrees  to  advance in installments from time to
             --------
time  the  unfunded  portion of the principal sum of this Note upon receipt from
the  Company  of a written request for funds itemizing the use of such requested
funds  in  a manner satisfactory to Holder.  If Holder approves such request for
funds,  Holder  shall provide Escrow Agent with written instructions authorizing
the  disbursement  of  the  requested  funds to the Company.  Escrow Agent shall
disburse  such  requested  funds to the Company within three Business Days after
receipt  of  such  instructions.  The  Company will not use any proceeds of this
Note  for purposes other than those approved by Holder in the request for funds.
In  the  event  of  termination  of  the  Merger  Agreement, Holder will have no
obligation  to  advance  further  sums  to the Company, even if a portion of the
principal  remains  unfunded.

     2.4     Interest.  From  the  date  of this Note through the Maturity Date,
             --------
interest  shall accrue hereunder on the unpaid outstanding principal sum of this
Note  at  12%  per  annum,  calculated on the basis of a 365 day year.  Interest
shall be fully cumulative and shall be payable in kind (by issuance of shares of
stock)  upon  the  Conversion  of  the  Note  as  set  forth  in  Article  IV.
                                                                  -----------

     2.5     Payment  of  Principal and Interest.  The principal and accrued and
             -----------------------------------
unpaid  interest  of  this Note shall be due and payable in full on the Maturity
Date.

     2.6     No  Prepayments.  Subject  to  Holder's  right  to  convert  or the
             ---------------
Company's  right  to  require  the Holder to convert, the Company may not prepay
this  Note  in  whole  or  in  part.

     2.7     Manner of Payment.  Payments of principal and interest on this Note
             -----------------
will be made by delivery of Company checks to Holder at its address as set forth
in  this  Note or by wire transfers pursuant to instructions from Holder. If the
date  upon  which  the  payment  of principal or interest is required to be made
pursuant  to this Note occurs other than on a Business Day, then such payment of
principal  and  interest shall be due and payable and made on, and shall include
unpaid  interest accrued through, the next occurring Business Day following such
payment  date.


                                     Page 3
<PAGE>
ARTICLE  3
                                    REMEDIES

     3.1     Events  of Default.  An "Event of Default" shall be deemed to exist
             ------------------       ----------------
if  the  following  occurs  and  is  continuing:

     (1)     the Company defaults in the payment of the principal or interest on
this  Note  when  such  principal  or  interest becomes due and payable and such
default  remains uncured for a period of five Business Days after written notice
thereof  has  been  provided  to  the  Company;  or

     (1)     the Company defaults in the performance of any covenant made by the
Company  in  this  Note  (other  than  as set forth in Section 3.1(a)), and such
                                                       --------------
default  remains  uncured  for a period of thirty (30) days after written notice
thereof  has  been  provided  to  the  Company;  or

     (2)     a  court of competent jurisdiction enters (i) a decree or order for
relief  in respect of the Company in an involuntary case or proceeding under any
applicable  federal  or  state  bankruptcy,  insolvency, reorganization or other
similar  law  or  (ii)  a  decree  or  order adjudging the Company a bankrupt or
insolvent,  or  approving  as  properly filed a petition seeking reorganization,
arrangement,  adjustment,  or  composition of or in respect of the Company under
any  applicable  federal  or  state  law,  or  appointing a custodian, receiver,
liquidator,  assignee,  trustee,  sequestrator, or other similar official of the
Company  or  of  any substantial part of the property of the Company or ordering
the  winding up or liquidation of the affairs of the Company and any such decree
or  order  of  relief  or  any such other decree or order remains unstayed for a
period  of  ninety  (90)  days  from  its  date  of  entry;  or

     (4)     the  Company  commences  a  voluntary  case or proceeding under any
applicable  federal  or  state  bankruptcy, insolvency, reorganization, or other
similar  law  or  any  other  case or proceeding to be adjudicated a bankrupt or
insolvent,  or  the  Company  files  a  petition,  answer  or  consent  seeking
reorganization  or  relief  under  any  applicable  federal or state law, or the
Company  makes  an assignment for the benefit of creditors, or admits in writing
its  inability  to  pay  its  debts  generally  as  they  become  due;  or

     (3)     if  the  Merger  Agreement  is  terminated by either the Company or
Holder  for any reason other than pursuant to Section 11.3(f) or (h) thereof and
the  Company  does  not repay this Note within thirty (30) days after demand for
payment  is  made  by  the  Holder.

     3.2     Past  Due  Rate.  Upon the occurrence and during the continuance of
             ---------------
an  Event  of  Default  described  in  Section 3.1(a), interest shall thereafter
                                       --------------
accrue  on  all such past due amounts at the rate of 14% per annum calculated on
the  basis  of  a  365  day  year.

     3.3     Acceleration  of  Maturity.  Upon  the  occurrence  and  during the
             --------------------------
continuance of an Event of Default, the entire principal balance and accrued but
unpaid  interest  thereof shall, at the option of Holder, upon written notice to
the  Company,  at  once  become  due  and  payable.


                                     Page 4
<PAGE>
ARTICLE  4
                               CONVERSION OF NOTE

     4.1     Conversion  Privilege and Conversion Price.    At the option of the
             ------------------------------------------
Holder,  this  Note shall be convertible at any time  into (i) 100,000 shares of
Class  C  Preferred Stock and (ii) 500,000 Warrants (plus such additional shares
equal to the accrued and unpaid interest on the Note), or the proportionate part
thereof  represented  by  the then outstanding principal amount of the Note as a
percentage  of  $10,000,000.

     4.2     Effect of Conversion.  Upon any conversion pursuant to this Article
             --------------------                                        -------
IV, this Note shall thereupon cease to be an obligation of the Company and shall
--
only represent the right to receive the Class C Preferred Stock and Warrants for
all  amounts  unpaid  on  the  Note.

     4.3     Mechanics  of  Conversion.  In order for the Holder of this Note to
convert  the  Note  into Class C Preferred Stock and Warrants, such Holder shall
give  the  Company  written  notice that such Holder elects to convert the Note.
The  date  of  receipt  of  such  notice by the Company shall be the "Conversion
                                                                      ----------
Date".  The  Company  shall, as soon as practicable after receipt of such notice
and  no  later  that  10  days  thereafter,  issue  and  deliver to the Holder a
certificate  for  the  number of shares of Class C Preferred Stock to which such
Holder  shall  be  entitled  as  aforesaid,  together  with  a  duly  executed
Registration  Rights  Agreement  and  Warrant  Agreement,  and  Warrants for the
appropriate  number  of  shares of Common Stock of the Company.  Such conversion
shall  be deemed to have been made immediately prior to close of business on the
Conversion  Date, and the Holder shall be regarded for all corporate purposes as
the  holder  of  the number of shares of Class C Preferred Stock and Warrants to
which  it  is  entitled  upon  the  Conversion  Date.

ARTICLE  5
                         ADJUSTMENT OF CONVERSION SHARES

     5.1     Stock  Dividends,  Stock Splits and Reverse Splits.  If the Company
             --------------------------------------------------
shall  at  any  time (a) subdivide its outstanding shares of Common Stock into a
greater  number  of  shares  or  (b)  declare  a  dividend  or  make  any  other
distribution  upon  any shares of the Company, payable in Common Stock, then the
number  of  shares  of  Class  C  Preferred  Stock  and  Warrants  shall  be
proportionately  increased.  If  the outstanding shares of Common Stock shall at
any  time  be combined into a smaller number of shares, the number of shares  of
Class  C  Preferred  Stock  and  Warrants  shall  be  proportionately  reduced.

     5.2     Reorganizations  and  Asset Sales. If any capital reorganization or
             ---------------------------------
reclassification  of  the  capital  stock  of the Company, or any consolidation,
merger,  or  share  exchange  of  the  Company with another Person, or the sale,
transfer,  or  other  disposition  of  all or substantially all of its assets to
another Person shall be effected in such a way that holders of Class C Preferred
Stock  and  Warrants  shall  be entitled to receive capital stock, securities or
assets  in  exchange  for  their shares of Class C Preferred Stock and Warrants,
then,  if  this  Note  shall  not  have  been  converted  into shares of Class C
Preferred  Stock  and  Warrants  prior  to  any  such transaction, the following
provisions  shall  apply:

     (1)     As  a  condition  of  such  reorganization,  reclassification,
consolidation,  merger,  share  exchange,  sale, transfer, or other disposition,
lawful  and  adequate  provisions  shall be made whereby the holder of this Note
shall  thereafter  have  the  right  to  purchase and receive upon the terms and
conditions  specified  in  this  Note  and  in  lieu  of  the shares immediately
theretofore  receivable upon the exercise of the rights represented hereby, such
shares  of capital stock, securities, or assets as may be issued or payable with
respect  to  or  in  exchange for a number of outstanding shares of such Class C
Preferred  Stock and Warrants equal to the number of shares of Class C Preferred
Stock  and  Warrants  immediately  theretofore  so  receivable  had  such
reorganization, reclassification, consolidation, merger, share exchange, or sale
not  taken  place, and in any such case appropriate provision shall be made with
respect  to  the  rights  and  interests  of  such  holder  to  the end that the
provisions  hereof (including, without limitation, provisions for adjustments of
the  number  of  shares  receivable  upon  the  exercise)  shall  thereafter  be
applicable,  as  nearly as possible, in relation to any shares of capital stock,
securities,  or  assets  thereafter  deliverable upon the exercise of this Note.


                                     Page 5
<PAGE>
     (1)     In  the  event of a merger, share exchange, or consolidation of the
Company  with  or into another Person as a result of which a number of shares of
Class C Preferred stock and Warrants or their equivalent of the successor Person
greater  or  lesser  than  the  number  of shares of Class C Preferred Stock and
Warrants  outstanding  immediately  prior  to  such  merger,  share  exchange or
consolidation  are  issuable  to  holders  of  Class C Preferred Stock, then the
number of shares of Class C Preferred Stock and Warrants into which this Note is
convertible  in  effect  immediately  prior  to  such  merger, share exchange or
consolidation  shall  be  adjusted  in  the  same  manner as though there were a
subdivision  or combination of the outstanding shares of Class C Preferred Stock
and  Warrants.

     5.3     De  Minimis  Adjustments.  No adjustment in the number of shares of
             ------------------------
Class  C  Preferred  Stock  and Warrants purchasable hereunder shall be required
unless  such  adjustment  would  require an increase or decrease of at least one
share  of  Class  C  Preferred  Stock  purchasable  upon conversion of the Note;
provided,  however, that any adjustments which by reason of this Section 5.3 are
     ---   -------                                               -----------
not  required  to be made shall be carried forward and taken into account in any
subsequent  adjustment.  All  calculations  shall  be  made  to the nearest full
share,  as applicable.  No fractional shares of Class C Preferred Stock or scrip
shall  be  issued  upon  conversion.

     5.4     Notice  of  Adjustment.  Whenever  the  number of shares of Class C
             ----------------------
Preferred  Stock and Warrants issuable upon the conversion of this Note shall be
adjusted  as herein provided, or the rights of the holder hereof shall change by
reason  of other events specified herein, the Company shall compute the adjusted
number  of shares of Class C Preferred Stock and Warrants in accordance with the
provisions  hereof  and  shall  prepare a certificate setting forth the adjusted
number of shares of Class C Preferred Stock and Warrants or specifying the other
shares  of stock, securities, or assets receivable as a result of such change in
rights,  and  showing in reasonable detail the facts and calculations upon which
such  adjustments  or  other  changes  are  based. The Company shall cause to be
mailed  to the Holder copies of such certificate, together with a notice stating
that  the  number  of  shares  of  Class C Preferred Stock and Warrants has been
adjusted,  and  setting forth the adjusted number of shares of Class C Preferred
Stock  and Warrants or other securities or assets purchasable upon conversion of
this  Note.


                                     Page 6
<PAGE>
     5.5     Notifications  to  Holder.  If  at  any  time the Company proposes:
             -------------------------

     (1)     to  declare  any  dividend  upon Class C Preferred Stock payable in
             capital  stock  to  the  holders  of  Class  C  Preferred  Stock;

     (2)     to  offer  for  subscription  pro rata to all of the holders of its
             Class  C  Preferred Stock any additional shares of capital stock of
             any class or other  rights;

     (3)     to  effect  any  capital reorganization, or reclassification of the
             capital stock of the Company, or consolidation,  merger,  or  share
             exchange of the Company  with another Person, or sale, transfer, or
             other disposition of all or substantially  all  of  its  assets; or

     (4)     to  effect  a voluntary or involuntary dissolution, liquidation, or
             winding  up  of  the  Company;

then,  in any one or more of such cases, the Company shall, if known at the time
of such notice, give Holder (i) written notice of the date on which the books of
the  Company  shall  close  or  a  record  shall  be  taken  for  such dividend,
distribution,  or  subscription  rights  or  for  determining  rights to vote in
respect  of  any such issuance, reorganization, reclassification, consolidation,
merger,  share  exchange, sale, transfer, disposition, dissolution, liquidation,
or  winding  up,  and  (ii)  in  the  case of any such issuance, reorganization,
reclassification,  consolidation,  merger,  share  exchange,  sale,  transfer,
disposition, dissolution, liquidation, or winding up, written notice of the date
when  the  same  shall take place.  Such notice in accordance with the foregoing
clause shall also, if known at the time of such notice, (i) specify, in the case
of  any  such  dividend, distribution, or subscription rights, the date on which
the  holders  of  Class  C  Preferred  Stock shall be entitled thereto, and such
notice  in  accordance  with the foregoing clause (ii) specify the date on which
the holders of Class C Preferred Stock shall be entitled to exchange their Class
C  Preferred  Stock  for  securities  or  other  property  deliverable upon such
reorganization,  reclassification,  consolidation, merger, share exchange, sale,
transfer,  disposition, dissolution, liquidation, or winding up, as the case may
be.

ARTICLE  6
                                  MISCELLANEOUS

     6.1     Collection;  Fees.  If  this  Note  is  placed  in  the hands of an
             -----------------
attorney for collection, and if it is collected through any legal proceedings at
law or in equity or in bankruptcy, receivership, or other court proceedings, the
Company hereby undertakes to pay all costs and expenses of collection including,
but  not  limited  to, court costs and the reasonable attorneys' fees of Holder.

     6.2     Benefits  of  Note. Nothing in this Note, express or implied, shall
             ------------------
give  to  any  Person,  other  than the Company, Holder and their successors any
benefit  or any legal or equitable right, remedy or claim under or in respect of
this  Note.

     6.3     Successors  and  Assigns. All covenants and agreements in this Note
             ------------------------
contained  by or on behalf of the Company and Holder shall bind and inure to the
benefit  of  the  respective successors and permitted assigns of the Company and
Holder.


                                     Page 7
<PAGE>
     6.4     Restrictions  on Transfer. Notwithstanding anything to the contrary
             -------------------------
contained  herein, neither this Note, nor the rights of Holder hereunder, may be
transferred,  assigned  or  pledged  by  Holder  other  than pursuant to written
agreement  between  the  Company  and  Holder.

     6.5     Notice;  Address  of  Parties.  All  notices,  requests,  consents,
             -----------------------------
directions, and other instruments and communications required or permitted to be
given  under this Agreement shall be in writing and shall be deemed to have been
duly  given if delivered personally, if sent by third party courier or overnight
delivery  service,  if  mailed  first-class,  postage  prepaid,  registered  or
certified  mail, or if sent by telecopy, telecommunication or other similar form
of  communication  (with  receipt  confirmed),  as  follows:

(1)     If  to  the  Company,  addressed  to  it  as  follows:

                    Telscape  International,  Inc.
                    2700  Post  Oak  Boulevard
                    Suite  100
                    Houston,  Texas
                    Attn:  Todd  M.  Binet
                    Facsimile:(713)  968-0930

          with  a  copy  (which  shall  not  constitute  notice)  to:

                    Swidler  Berlin  Shereff  Friedman,  LLP
                    3000  K  St.,  NW
                    Suite  300
                    Washington,  D.C.  20007
                    Attn:  John  J.  Klusaritz
                    Facsimile:  (202)  424-7647

(2)     If  to  Holder,  addressed  to  it  as  follows:

                    Pointe  Communications  Corporation
                    1325  Northmeadow  Parkway,  Suite  110
                    Roswell,  Georgia  30076
                    Attn:  Patrick  E.  Delaney
                    Facsimile:  (770)  319-2834

          with  a  copy  (which  shall  not  constitute  notice)  to:

                    Gardere  &  Wynne,  L.L.P.
                    1601  Elm  Street,  Suite  3000
                    Dallas,  Texas  75201
                    Attn:  W.  Robert  Dyer,  Jr.,  Esq.
                    Facsimile:  (214)  999-3574

or  such other address as the Company or Holder hereto shall specify pursuant to
this  Section  6.5  from  time  to  time.
      ------------

     6.6     Severability  Clause.  In  case any provision in this Note shall be
             --------------------
invalid,  illegal, or unenforceable in any jurisdiction, the validity, legality,
and enforceability of the remaining provisions in such jurisdiction shall not in
any  way  be  affected or impaired thereby; provided, however, such construction
                                            --------  -------
does  not  destroy  the  essence  of  the  bargain  provided  for  hereunder.


                                     Page 8
<PAGE>
     6.7     Governing  Law.  This  Note  shall be governed by, and construed in
             --------------
accordance  with,  the  internal  laws  of the State of Texas (without regard to
principles  of  choice  of  law).

     6.8     Usury.  It  is  the  intention  of  the  parties  hereto to conform
             -----
strictly  to  the applicable laws of the State of Texas and the United States of
America,  and  judicial  or  administrative  interpretations  or  determinations
thereof  regarding  the  contracting for, charging and receiving of interest for
the  use,  forbearance,  and detention of money (hereinafter referred to in this
Section  6.8  as  "Applicable  Law").  Holder  shall  have no right to claim, to
------------       ---------------
charge, or to receive any interest in excess of the maximum rate of interest, if
any,  permitted  to  be  charged  on  that  portion  of  the amount representing
principal  which  is outstanding and unpaid from time to time by Applicable Law.
Determination  of  the  rate  of interest for the purpose of determining whether
this  Note  is  usurious  under  Applicable  Law  shall  be  made by amortizing,
prorating,  allocating,  and  spreading  in equal parts during the period of the
actual  time  of  this  Note,  all  interest or other sums deemed to be interest
(hereinafter  referred  to  in  this  Section  6.8  as  "Interest")  at any time
                                      ------------       --------
contracted  for,  charged,  or received from the Company in connection with this
Note.  Any Interest contracted for, charged or received in excess of the maximum
rate  allowed by Applicable Law shall be deemed a result of a mathematical error
and a mistake.  If this Note is paid in part prior to the end of the full stated
term  of  this Note and the Interest received for the actual period of existence
of  this  Note  exceeds the maximum rate allowed by Applicable Law, Holder shall
credit  the amount of the excess against any amount owing under this Note or, if
this  Note  has  been  paid  in  full,  or  if  it has been accelerated prior to
maturity,  Holder  shall  refund  to  the Company the amount of such excess, and
shall  not  be  subject  to  any of the penalties provided by Applicable Law for
contracting  for,  charging, or receiving Interest in excess of the maximum rate
allowed  by  Applicable Law.  Any such excess which is unpaid shall be canceled.


     6.9     Stock Legends.  Certificates for shares of Class C Preferred Stock,
             -------------
Warrants  or other securities issued upon conversion of this Note shall bear the
following  legend:


     THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  WERE  NOT  ISSUED IN A
     TRANSACTION  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS AMENDED
     ("SECURITIES  ACT"),  OR  ANY  APPLICABLE  STATE  SECURITIES  LAWS.  THE
     SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
     BE  SOLD  OR  TRANSFERRED  UNLESS  SUCH  SALE  OR TRANSFER IS COVERED BY AN
     EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT AND APPLICABLE
     STATE  SECURITIES LAWS OR, IN THE WRITTEN OPINION OF COUNSEL TO THE ISSUER,
     IS  EXEMPT  FROM  THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND
     SUCH  LAWS.


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     IN  WITNESS  WHEREOF,  the  Company  has  caused this instrument to be duly
executed  on  the  date  first  above  written.

                         TELSCAPE  INTERNATIONAL,  INC.,
                         a  Texas  corporation



                         By:
                              Todd  M.  Binet,  President


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