**Exhibit:
      10.4**





**PROMISSORY
      NOTE**





**Principal
      Amount: $459,170**


**Dated:
      October 1, 2007**





This
      Promissory Note (“Note”) is made and entered into as of this 1st day of October,
      2007 by and between ATSI Communications, Inc., a Nevada corporation ("ATSI")
      with its principal place of business located at 3201 Cherry Ridge, Suite C-300,
      San Antonio, Texas, 78230 and Dr. Alfonso Torres Roqueñi, (“Lender”) of Blvd.
      Miguel Avila Camacho No. 184, Piso 16, Col. Lomas de San Isidro, Mexico City,
      Mexico.





For
      value
      received, ATSI promises to pay FOUR HUNDRED FIFTY NINE THOUSAND ONE HUNDRED
      AND
      SEVENTY U.S. Dollars ($459,170) to the order of Lender at Blvd. Miguel Avila
      Camacho No. 184, Piso 16, Col. Lomas de San Isidro, Mexico City, Mexico, or
      such
      other location as Lender may designate in writing, on October 1, 2010.




Interest
      shall accrue at 6% (six percent) per annum. Lender shall not impose any penalty
      for ATSI’s pre-payment of this Note.





Upon
      and
      at any time after any Default (as defined below) all amounts due under this
      Note, at the option of Lender and without demand, notice or legal process of
      any
      kind, may be declared and immediately shall become due and payable. "Default"
      shall mean the occurrence or existence of any one or more of the following
      events or conditions: (i) ATSI fails to pay when due any amount due under this
      Note and fails to cure such late payment within five (5) days following written
      receipt of notice of the late payment; or (ii) ATSI makes an assignment for
      the
      benefit of creditors, or any proceeding is filed or commenced by or against
      ATSI
      under any bankruptcy, reorganization, arrangement of debt insolvency,
      readjustment of debt or receivership law or statute, and any such proceeding
      remains undismissed or unstayed for a period of 30 days, or any of the actions
      sought in any such proceeding (including, without limitation, the entry of
      an
      order for relief against, or the appointment of a receiver, trustee, custodian
      or other similar official for, ATSI or for any substantial part of its property)
      shall occur, or ATSI shall take any action to authorize any of the actions
      set
      forth above in this subsection.





ATSI
      hereby waives presentment, demand of payment, protest or notice with respect
      to
      the indebtedness evidenced by this Note including, without limitation, notice
      that the Note or any portion thereof, is due.





If
      Lender
      prevails in any action to collect on or enforce this Note or claims arising
      from
      the execution of this Note, then Lender's reasonable attorneys' fees and costs
      will also be payable under this Note.





Neither
      party may assign this Note without the prior written consent of the other,
      which
      shall not be unreasonably withheld.





This
      Note
      may be modified only by a written document that refers specifically to this
      Note
      and is signed by both parties. A party's failure or delay in enforcing any
      provision of this Note will not be deemed a waiver of that party's rights with
      respect to that provision or any other provision of this Note. A party's waiver
      of any of its rights under this Note 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. This Note shall be binding upon and inure to the benefit
      of
      the successors and assigns of the parties hereto.








THIS
      NOTE
      SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, AND LENDER 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 NOTE SHALL BE IN A COURT SITTING IN BEXAR COUNTY, SAN ANTONIO, TEXAS.





MADE
      this
      1st day of October, 2007




**ATSI
                Communications, Inc.**
            
            **Alfonso
                Torres Roqueñi/George Kauss**By:
            /s/
                **Arthur L. Smith**
            
            By:
            /s/
                **Alfonso Torres Roqueñi****Arthur
                L. Smith**
            ****
            ****
            **Alfonso
                Torres Roqueñi******
            **CEO**
            ****
            ****