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 RANTOULPAYOFF
                
                
                
                
                
                CONVERSION
                
                
                COMMONPRINCIPAL
                
                
                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 RantoulBy
                    /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 BRYANPAYOFF
                
                
                
                
                
                CONVERSION
                
                
                COMMONPRINCIPAL
                
                
                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 LONGPAYOFF
                
                
                
                
                
                CONVERSION
                
                
                COMMONPRINCIPAL
                
                
                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 COMBESTPAYOFF
                
                
                
                
                
                CONVERSION
                
                
                COMMONPRINCIPAL
                
                
                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