Exhibit 10.1

                          MANAGEMENT SERVICES AGREEMENT


THIS  MANAGEMENT  SERVICES  AGREEMENT  (the  "Agreement")  is entered into as of
October  1,  2003  (the  "Effective  Date"),  by and between AMERICAN TELESOURCE
INTERNATIONAL,  INC.,  an  Ontario corporation, hereinafter referred to as ATSI,
and  GOODCOM MANAGEMENT, LTD., a British Virgin Islands corporation, hereinafter
referred  to  as  Goodcom.

WITNESSETH:
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     WHEREAS,  ATSI  has  a  Mexican  subsidiary  ATSIMX Personal, S.A. de C.V.,
hereinafter  referred  to  as  ATSIMX;  and

     WHEREAS,  Goodcom  has  the  expertise  to  assist  ATSI  to  dissolve said
corporation;  and

     NOW, THEREFORE, for and in consideration of the premises, the covenants and
agreements  set  forth  herein,  and  other good and valuable consideration, the
receipt  and sufficiency of which are acknowledged by the execution and delivery
hereof,  the  parties  agree  as  follows:

     SECTION  1.  TERM.  The  term  of  the  Agreement  shall  commence  on  the
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Effective  Date  and  shall  continue  in  effect  until  December  31,  2004.

     SECTION  2.  MANAGEMENT  SERVICES.  Goodcom agrees to provide the following
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services:

     1.   Preparation  of  all  financial  Statements  for  ATSIMX.
     2.   Filing  of  all  outstanding  taxes  to  the  Secretaria de Hacienda y
          Credito  Publico  by  ATSIMX
     3.   Obtaining  resignations  from  all  employees  in  ATSIMX.
     4.   Preparation  and  filing  of  all  documents  required to dissolve the
          Company,  ATSIMX,  in  Mexico.
     5.   Negotiations  with  government authorities, employees and creditors to
          facilitate  the  process.

     SECTION  3.  COMPENSATION.  ATSI agrees to pay Goodcom $3,000 per month for
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the  Services  commencing  October  31,  2003  and  for  five  successive months
thereafter.  Upon  completion  of  the  Services, ATSI shall pay Goodcom a final
payment  of  $5,000.

     Payments  will  be  made  to  the Payment Address shown in Section 5 or any
subsequent  payment  address  provided  to  ATSI,  on  Goodcom's  request,  by


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wire  transfer to the account specified by Goodcom.  Goodcom may charge interest
on  past  due  amounts at the lesser of 9% per annum or the highest non-usurious
rate  permitted  by  applicable  law.

     SECTION  4.  RESPONSIBILITIES.

     a)   Goodcom shall be responsible for submitting bimonthly progress reports
          to  ATSI.

     b)   ATSI  hereby  grants  authority to Goodcom to make any address changes
          necessary  and to hire any legal and accounting assistance required to
          perform  its  Services.

     c)   Any  other  expenses  required  to  complete  such  Services  shall be
          discussed  on  a  case-by-case  basis  with  ATSI.


     SECTION  5.  NOTICES.  Any  notices  regarding  this  Agreement  shall  be
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delivered  to  the  following  addresses:

               If  to  ATSI:

               ATSI  Communications,  Inc.
               8600  Wurzbach,  Suite  700W
               San  Antonio,  TX  78240
               Attn:  Art  Smith
               Tel:  210.614.7240
               Fax:  210.614.7264

               If  to  Goodcom:

               PO  Box  275
               Tibas  1100
               San  Jose  Costa  Rica

               Phone:  786-497-1541
               Fax:  954-252-4139


     SECTION  6.  INDEMNIFICATION.  ATSI  and  Goodcom agree to defend, protect,
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indemnify  and  hold  harmless  each  other,  its  affiliates,  and  each of its
respective  officers,  directors, employees, agents, attorneys, shareholders and
consultants  (collectively  referred  to  as  "Indemnities")  from  and  against
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,


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demands,  costs and expenses, including reasonable attorneys' fees, arising from
or  connected  with:

          a.)  The  negligence,  criminal  act or misconduct of ATSI or Goodcom,
               its  contract  personnel,  or  its  management  personnel;  or

          b.)  A  breach of the terms and provisions of the Agreement by ATSI or
               Goodcom  or  its  management  personnel.


     SECTION  7.  LIMITATION OF LIABILITY.  NO PARTY WILL BE LIABLE TO ANY OTHER
FOR  ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE
OF  ANY  KIND,  OR  FOR  DAMAGES  THAT  COULD  HAVE  BEEN  AVOIDED BY THE USE OF
REASONABLE  DILIGENCE,  ARISING  IN  CONNECTION  WITH  THIS  AGREEMENT.

     SECTION  8.  MISCELLANEOUS  PROVISIONS.
                  --------------------------

     (a)  This  Agreement  constitutes  the  final and complete agreement of the
          parties  with  respect to its subject matter, and supercedes any prior
          agreements,  discussions  or  understandings,  written  or  oral.

     (b)  This  Agreement may be modified only by a written document that refers
          specifically  to  this  Agreement  and  is  signed  by  both  parties.

     (c)  A  party's  failure  or  delay  in  enforcing  any  provision  of this
          Agreement  will  not  be  deemed  a waiver of that party's rights with
          respect  to that provision or any other provision of this Agreement. A
          party's  waiver  of  any  of  its rights under this Agreement is not a
          waiver  of  any  of  its  other  rights  with  respect  to  a  prior,
          contemporaneous  or  future  occurrence,  whether similar in nature or
          not.

     (d)  This  Agreement  shall  be governed by the laws of the State of Texas,
          and Customer agrees to submit to the jurisdiction of the courts of the
          State  of  Texas  for  all  purposes. Sole and exclusive venue for any
          dispute  or  disagreement  arising under or relating to this agreement
          shall  be  in  a  court  sitting  in Bexar County, San Antonio, Texas.

     (e)  This Agreement may be executed in counterparts, which together will be
          deemed  an  original.

     (f)  This  Agreement  shall be binding upon and inure to the benefit of the
          successors  and  assigns  of  the  parties  hereto.

      g)  If  any  provision  of  this  Agreement  is  determined  by a court of
          competent  jurisdiction  to  be  invalid  or  unenforceable,  such
          determination  shall  not affect the validity or enforceability of any
          other  part  or  provision  of  this


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          Agreement,  unless  such  invalidity  shall  have  deprived a party of
          substantially  all  of  the  consideration  such  party was to receive
          hereunder.

     (h)  The prevailing party in any action to enforce this Agreement or claims
          arising  from  the  execution  of  this  Agreement will be entitled to
          reimbursement  of  reasonable attorneys' fees and costs from the other
          party.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  written  above.


ATSI COMMMUNICATIONS, INC.


By:       Arthur L. Smith
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GOODCOM MANAGEMENT LTD.


By:       Julia Gonzalez
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