**EXHIBIT
      4.1**





**PROMISSORY
      NOTE**





**TERM
      SHEET**


**Bridge
      Note**





**Maker:**
            ATSI
                Communications, Inc.**Interest:**
            12%
                per annum**Term:**
            Six
                Months**Payment
                Terms:**
            Interest
                paid monthly in arrears, Principal paid upon maturity**Mandatory
                Prepayment:**
            Upon
                Closing of equity offering in the amount of at least
                $2,000,000**Conversion
                Option:**
            Principal
                and accrued and unpaid interest may be converted into securities
                offered
                in any equity offering during the term on the same terms offered
                to other
                investors.**Other
                Terms:**
            As
                set forth in attached form of Promissory
                Note.


**NOTHING
        IN THIS LETTER SHOULD BE CONSIDERED TO BE AN OFFER TO SELL OR THE SOLICIATION
        OF
        AN OFFER TO BUY ANY SECURITIES. AN OFFER TO SELL OR SOLICIATION OF OFFERS
        TO BUY
        WILL BE MADE, IF AT ALL, BY DELIVERY OF A PRIVATE PLACEMENT MEMORANDUM
        DESCRIBING THE SECURITIES OFFERED.**


1




**NEITHER
      THIS NOTE NOR ANY SECURITY ISSUED UPON THE CONVERSION HEREOF HAVE BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE
      SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR SUCH SECURITIES MAY BE
      SOLD,
      PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME, EXCEPT UPON (1)
      SUCH
      REGISTRATION, OR (2) DELIVERY TO THE ISSUER OF THIS NOTE OR SUCH SECURITIES
      OF
      AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION
      IS
      NOT REQUIRED FOR SUCH TRANSFER.**








**ATSI
      COMMUNICATIONS, INC.**








**November 28,
              2006**
            **San
                Antonio,
                Texas**
            **$_______________**





**ATSI
      COMMUNICATIONS, INC.** ,
      a
      Nevada corporation with offices at 3201 Cherry Ridge, Building C, Suite 300,
      San
      Antonio, Texas 78230 (hereinafter referred to as *"ATSI”* ),
      for
      value received, hereby promises to pay to **_________________________________,** a
      _ **_______________________** (the *"Payee”* ),
      at
      _______________________________________, or Payee’s registered assigns at the
      address designated by such assigns in writing, the sum of
      _______________________________ AND __/100 DOLLARS ($___________________),
      together with interest on the unpaid principal balance hereof from the date
      hereof until payment in full, in lawful money of the United States of America
      which shall be legal tender for the payment of debts from time to time, at
      a per
      annum rate of Twelve Percent (12%) prior to maturity. All past due principal,
      and, to the extent permitted by applicable law, past due interest, on this
      Note
      shall bear interest from and after maturity until paid at a per annum rate
      equal
      to the lesser of (i) Fifteen Percent (15%), or (ii) the maximum nonusurious
      rate
      allowable under applicable law.





1.  Interest
      and Principal Payments .
      Interest only is payable monthly on the last day of each calendar month
      beginning on the last day of the first calendar month that commences on or
      after
      the date of this Note, and continuing regularly and quarterly on the last day
      of
      every calendar month thereafter until the last day of the sixth calendar month
      that commences on or after the date of this Note, on which date the entire
      unpaid principal balance hereof, together with all accrued but unpaid interest,
      shall mature and become due and payable. All payments received hereon by Payee
      shall be applied first to accrued but unpaid interest, and the balance, if
      any,
      shall be returned to ATSI, except in those instances in which principal payment
      is required or prepayment is permitted hereunder, in which event such balance
      shall be applied to the principal remaining unpaid hereon, up to the amount
      due
      or permitted to be prepaid, as applicable.





2.  Events
      of Default .
      The
      occurrence and continuation of any one of the following events or conditions
      shall constitute an *"Event
      of Default”* :




**NOTHING
          IN THIS LETTER SHOULD BE CONSIDERED TO BE AN OFFER TO SELL OR THE SOLICIATION
          OF
          AN OFFER TO BUY ANY SECURITIES. AN OFFER TO SELL OR SOLICIATION OF OFFERS
          TO BUY
          WILL BE MADE, IF AT ALL, BY DELIVERY OF A PRIVATE PLACEMENT MEMORANDUM
          DESCRIBING THE SECURITIES OFFERED.**
 2


(a)  ATSI
      fails to make any payment of principal or interest, within ten (10) business
      days after the date such payment is due under the Note; or





(b)  ATSI
      makes an assignment for the benefit of creditors or becomes insolvent or unable
      to pay its debts generally as they become due, or applies to any tribunal for
      the appointment of a trustee or receiver for a substantial part of the assets
      of
      ATSI, or commences any proceedings relating to ATSI under any bankruptcy,
      reorganization, arrangement, insolvency, readjustment of debts, dissolution
      or
      other liquidation law of any jurisdiction; or any such application is filed,
      or
      any such proceedings are commenced against ATSI and ATSI indicates its consent
      to such proceedings, or an order is entered appointing such trustee or receiver,
      or approving the petition in any bankruptcy, reorganization, arrangement,
      insolvency, readjustment of debt, dissolution or other liquidation proceedings,
      and such order remains in effect for one hundred twenty (120) days.





3.  Remedies .
      Upon
      the occurrence of an Event of Default, the Payee or other holder of this Note
      may declare the entire unpaid principal of this Note, and all accrued but unpaid
      interest thereon, at once due and payable, and upon any such declaration the
      principal of this Note and such accrued but unpaid interest shall become and
      be
      immediately due and payable, and the Payee or any other holder of this Note
      may
      thereupon proceed to protect and enforce its rights, either by suit in equity
      or
      by action at law or by other appropriate proceedings, whether for specific
      performance (to the extent permitted by law) of any covenant or agreement
      contained herein or in aid of the exercise of any power granted herein, or
      proceed to enforce the payment of this Note or to enforce any other legal or
      equitable right of the Payee or such other holder.





4.  Conversion
      Rights .
      In the
      event ATSI issues or sells any shares of its Common Stock, $.001 par value
      per
      share or securities exchangeable for or convertible into its Common Stock,
      $.001
      par value per share prior to the maturity of this Note, the holder of this
      Note
      may tender it to ATSI in exchange for such securities at the price and on the
      terms such securities are sold to others.





5.  Usury .
      It is
      expressly provided and stipulated that notwithstanding any provision of this
      Note or any other instrument evidencing or securing the indebtedness evidenced
      hereby, in no event shall the aggregate of all interest paid by ATSI to the
      Payee hereunder ever exceed the Maximum Nonusurious Rate of interest (as
      hereinafter defined) which may lawfully be charged ATSI under the laws of the
      State of Texas or the United States Federal Government, as applicable, on the
      principal balance of this Note remaining unpaid. If under any circumstances
      the
      aggregate amounts paid on the indebtedness evidenced by this Note prior to
      and
      incident to the final payment hereof include amounts which by law are deemed
      interest and which would exceed the Maximum Nonusurious Rate of interest which
      could lawfully have been charged or collected on this Note, ATSI stipulates
      that


**NOTHING
          IN THIS LETTER SHOULD BE CONSIDERED TO BE AN OFFER TO SELL OR THE SOLICIATION
          OF
          AN OFFER TO BUY ANY SECURITIES. AN OFFER TO SELL OR SOLICIATION OF OFFERS
          TO BUY
          WILL BE MADE, IF AT ALL, BY DELIVERY OF A PRIVATE PLACEMENT MEMORANDUM
          DESCRIBING THE SECURITIES OFFERED.**
 3


(a)  any
      non-principal payment shall be characterized as an expense, fee, or premium
      rather than as interest, and any excess shall be credited hereon by the holder
      hereof (or, if this Note shall have been paid in full, refunded to ATSI);
      and





(b)  determination
      of the rate of interest for determining whether the indebtedness evidenced
      hereby is usurious shall be made by amortizing, prorating, allocating, and
      spreading, in equal parts during the full stated term of such indebtedness,
      all
      interest at any time contracted for, charged, or received from ATSI in
      connection with such indebtedness, and any excess shall be canceled, credited
      or
      refunded as set forth in (a) herein.





The
      "Maximum Nonusurious Rate of interest" which may be charged as herein
      contemplated shall be the indicated rate ceiling from time to time in effect
      pursuant to the applicable provisions of the Texas Finance Code, as amended,
      provided that Payee may also rely on any alternative Maximum Nonusurious Rate
      of
      interest provided by other applicable laws if such other rates are higher than
      that allowed by said Article, as amended.





**THIS
      NOTE IS SUBJECT TO FINAL ACCEPTANCE IN, AND ALL TERMS, OBLIGATIONS, AND
      PROVISIONS OF THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
      THE LAWS OF, THE STATE OF TEXAS.**





IN
      WITNESS WHEREOF, ATSI has authorized this Note to be executed in its corporate
      name by its duly authorized officer as of the date first above
      written.





**ATSI
      COMMUNICATIONS, INC.**







By:
      _____________________________________


Name: Antonio Estrada


Title: Corporate Controller




**NOTHING
          IN THIS LETTER SHOULD BE CONSIDERED TO BE AN OFFER TO SELL OR THE SOLICIATION
          OF
          AN OFFER TO BUY ANY SECURITIES. AN OFFER TO SELL OR SOLICIATION OF OFFERS
          TO BUY
          WILL BE MADE, IF AT ALL, BY DELIVERY OF A PRIVATE PLACEMENT MEMORANDUM
          DESCRIBING THE SECURITIES OFFERED.**
 4