ENGLISH TRANSLATION
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SHARE  PURCHASE  AGREEMENT  EXECUTED  BETWEEN AMERICAN TELESOURCE INTERNATIONAL,
INC.,  REPRESENTED  BY  ARTHUR  LOIS  SMITH  ZUNIGA,  HEREINAFTER REFERRED TO AS
"SELLER"  and GOODCOM MANAGEMENT, LTD., REPRESENTED BY JULIA DEL CARMEN GONZALEZ
CHUE,  HEREINAFTER  REFERRED  TO AS "PURCHASER" IN ACCORDANCE WITH THE FOLLOWING
RECITALS  AND  CLAUSES.


                                    RECITALS

I.   THE  SELLER  THROUGH  ITS  REPRESENTATIVE  HEREBY  STATES;

I.1       That  it is a Canadian corporation incorporated in accordance with the
laws  of Canada, with its address in the province of Ontario and does not have a
domicile  in  the  Mexican  Republic.

I.2       That  it  is  a  shareholder  of  the  Mexican corporation "Sistema de
Telefonia  Computarizada,  S.A.  de C.V." (Sistecom) incorporated under document
number 45,443 on March 8, 1994 before Lic. Sergio Lopez Rivera, Notary Public 64
in  Guadalajara,  Jalisco and duly inscribed in the Public Property Registry and
Commerce  Registry  in  Guadalajara,  Jalisco.

I.3       That  it  is  the  owner of 10,652 (ten thousand six hundred and fifty
two)  shares with a par value of $1,000 (One thousand pesos) of which 50 (fifty)
correspond  to Series A shares, which represents the minimum capital of Sistecom
(Shares).

I.4       That  it desires to execute this Purchase agreement with the Purchaser
hereby  transferring  ownership  to the Purchaser of such shares under the terms
and  conditions  of  this  Agreement.

I.5       That  its  representative  has  the  legal  authority  to execute this
Agreement  and  such  authority  has  not  been revoked nor modified in any way.

II.  THE  PURCHASER  THROUGH  ITS  REPRESENTATIVE  HEREBY  STATES:

II.1      That  it  is  a British Virgin Islands corporation and does not have a
domicile  in  the  Mexican  Republic.

II.2      That  it desires to execute this Agreement with the Seller in order to
acquire  the  Shares  under  the  terms  and  conditions  of  this  Agreement.


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II.3      That  its  representative  has  the  legal  authority  to execute this
Agreement  and  such  authority  has  not  been revoked nor modified in any way.

The parties hereby agree to the following Clauses:

                                     CLAUSES

FIRST. OBJECTIVE.

The  Seller  shall  sell  to  the  Purchaser the Shares as well as all corporate
rights  regarding  such  Shares.

The  Seller  shall  endorse  each  certificate  to  the  Purchaser.

As  well, the Seller agrees to request such Shares be registered on the books of
Sistecom  and  agrees to issue new certificates in the name of the Purchaser and
cancel  the  endorsed  certificates.

SECOND. CONSIDERATION.

The  purchase  price  of  the  Shares shall be $45,000 (Forty-five thousand U.S.
Dollars)  payable  upon  execution  of  this  Agreement.

The purchase price mentioned above is delivered to the Seller from the Purchaser
with  the  execution  of  this  Agreement  being  a  valid  receipt.

THIRD. INDEMNIFICATION.

Seller  shall  be  responsible  for  the  indemnification  in  the  event of any
eviction.

FOURTH. WITHHOLDING OF TAXES.

The Purchaser hereby agrees to pay the amount established by the Income Tax Law.
Any  withholding  amount  shall  be  the  Purchaser's  responsibility.

FIFTH. NOTICES AND ADDRESSES.

The  Parties  hereby  agree  that any notices derived from the execution of this
Agreement  shall  be  in  writing  and  sent  to  the  addresses listed below by
certified  mail  with return receipt or any other method whereby a delivery date
can  be  established.

Notices shall be sent to the following addresses:

Purchaser:   18455 Miramar Parkway, Ste. 304, Miramar, Florida 33029


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     Seller:   8600 Wurzbach, Ste 700 San Antonio, Texas 78240

SIXTH. GOVERNING LAW; JURISDICTION

For the interpretation, performance, and enforcement of this Agreement, the
Parties hereby agree to comply to the laws of Mexico City, Federal District and
the jurisdiction of the Mexico City courts, hereby waiving any right to any
other venue.

SEVENTH. ENTIRE AGREEMENT.

This Agreement contains the entirety of the agreements between the parties.  Any
other previous agreement, whether verbal or written, shall be null and void.

Having the Parties read the entire Agreement and agreeing to its contents they
hereby execute this Agreement in duplicate in Nuevo Laredo, Tamaulipas, Mexico
on April 14, 2004.

     SELLER                                     PURCHASER
American Telesource International, Inc.    Goodcomm Management LTD
     Canada

__________/s/____________________          _____________/s/_____________
Arthur Smith Zuniga                        Julia del Carmen Gonzalez Chue




__________/s/_____________________          _____________/s/____________
Maria  Orona Lopez de O                     Rosa Magdalena Avila Noguiera
     Witness                                     Witness


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