**Exhibit
        10.2**
 
 **STOCK
        PURCHASE AGREEMENT**
  This
        Stock Purchase Agreement (“Agreement”), dated as of October 15, 2005, by and
        between Alejandro Sanchez Guzman or assigns (“Purchaser”), and ATSI
        Communications, Inc., a Nevada corporation (“Stockholder”).
 
 W  I  T  N  E S  S  E  T  H :
 
 WHEREAS,
        Stockholder owns 49 shares, par value of $1000 per share (the “Shares”), of
        Series A common stock (“Common Stock”) of ATSIMEX Personal, S.A. de C.V., a
        Mexican corporation (the “Company”), which represents 100% of the issued and
        outstanding capital stock of the Company. ATSIMEX was incorporated under
        document number 23,029 on June 26, 1997 before Lic. Alberto Ortega Solis,
        Notary
        Public 20 in Guadalajara, Jalisco Mexico and duly inscribed (No: 247-248)
        in the
        Public Property and Commerce Registry in Guadalajara, Jalisco,
        Mexico;
 
 WHEREAS,
        Stockholder desires to sell to Purchaser, and Purchaser desires to purchase
        from
        Stockholder, all of the Shares, subject to the terms and conditions of this
        Agreement;
 
 NOW,
        THEREFORE, in consideration of the premises and mutual covenants and agreements
        of the parties hereinafter contained, the parties hereby agree as
        follows:
  **ARTICLE
        I**
 **DEFINITIONS**
  For
        purposes of this Agreement, capitalized terms shall have the meanings specified
        or referred to in **Exhibit
        A** attached
        hereto.
  **ARTICLE
        II**
 **SALE
        OF STOCK**
  **2.01**  Sale
        of Shares .
        On the
        Closing Date, and subject to the terms and conditions herein stated, Stockholder
        agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser
        agrees
        to purchase from Stockholder, all of the Shares. At the Closing, certificates
        representing the Shares shall be duly endorsed in blank, or accompanied by
        stock
        powers duly executed in blank, by Stockholder.
 
 **2.02**  Purchase
        Price; Payment .
        The
        aggregate purchase price which the Purchaser shall pay for the Shares and
        in
        consideration of the representations, warranties, covenants and agreements
        of
        the Stockholder contained herein is $1,000 payable at the Closing in cash
        by
        wire transfer of immediately available funds
  1
 **2.03**  Closing
        Date .
        The
        Closing of the Subject Transaction (the “Closing”) shall be held on October 31,
        2005 or such other date as Purchaser and Stockholder may agree to in writing.
        Such date on which the Closing is to be held is herein referred to as the
        “Closing Date.”
  **ARTICLE
        III**
 **REPRESENTATIONS
        AND WARRANTIES OF STOCKHOLDER**
  Stockholder
        represents, warrants and agrees as follows:
 
 **3.01**  Ownership
        of Stock .
        Stockholder is the lawful owner of all of the Shares, free and clear of all
        Encumbrances. Stockholder has the corporate power and authority to enter
        into
        this Agreement and to sell, assign, transfer and convey all of the Shares
        pursuant to this Agreement and all necessary corporate action has been taken
        by
        Stockholder to authorize the Subject Transactions.
  **3.02**  Capital
        Stock .
        The
        Company has 49 share of Common Stock that are issued and outstanding. All
        such
        outstanding shares have been duly authorized and validly issued and are fully
        paid and nonassessable.
  **3.03**  Investments;
        Subsidiaries .
        The
        Company does not have any Subsidiaries. The Company does not own, directly
        or
        indirectly, any capital stock or other equity or ownership or proprietary
        interest in any other corporation, partnership, association, trust, joint
        venture or other entity.
  **3.04**  Books
        and Records .
        To the
        best knowledge of the Stockholder, the books of account, minute books, stock
        record books, and other records of the Company, all of which have been made
        available to Purchaser, are complete and correct in all material respects
        and
        have been maintained in accordance with sound business practices.
  **3.05**  Title
        to Properties; Encumbrances; Condition of Assets .
        Except
        for properties and assets which have been sold or otherwise disposed of in
        the
        Ordinary Course of Business since the Balance Sheet Date, the Company has
        good,
        valid and marketable title to (a) all of the properties and assets (real
        and
        personal, tangible and intangible) owned by the Company.
  **3.06**  L itigation .
        Except
        as disclosed in the Company’s reports, there is no Proceeding by any Person, or
        by or before (or any investigation by) any Governmental Body, pending, or
        to the
        Knowledge of Stockholder, threatened, against or affecting the Company or
        any of
        its properties or rights which is reasonably likely to have a Material Adverse
        Effect upon the Company or the Subject Transactions.
  **3.07**  Taxes .
        (a)
        Purchaser is aware that Tax Returns required to be filed by the Company have
        not
        been filed in Mexico in the last 5 years and all such Tax Returns that are
        due
        will be the responsibility of the Purchaser; (b) all Taxes required to be
        paid
        by the Company will be paid by the purchaser.
  2
 **3.08**  Employees
        and Labor Matters .
        To the
        best knowledge of the Stockholder, the Company is not a party to or bound
        by any
        collective bargaining agreement, and there is no labor union or other
        organization representing or purporting or attempting to represent any of
        the
        employees of the Company. There has not been or, to the best knowledge of
        the
        Stockholder, been threatened any strike, slowdown, picketing, work stoppage,
        concerted refusal to work overtime or other similar labor activity with respect
        to any employees employed in the operation of the Business. The Company may
        not
        have complied with all applicable Legal Requirements pertaining to the
        employment or termination of employment of employees.
  **3.09**  Broker’s
        or Finder’s Fees .
        No
        agent, broker, person or firm acting on behalf of Stockholder or the Company
        is,
        or will be, entitled to any commission or broker’s or finder’s fees from any of
        the parties hereto, or from any Affiliate of Stockholder or the Company,
        in
        connection with any of the Subject Transactions.
  **ARTICLE
        IV**
 **REPRESENTATIONS
        OF PURCHASER**
  Purchaser
        represents, warrants and agrees as follows:
 
 **4.01**  Existence,
        Good Standing and Authority .
        Purchaser is a _________, duly organized, validly existing and in good standing
        under the laws of Mexico. Purchaser has full power to execute and deliver
        this
        Agreement and to perform its obligations hereunder and all necessary action
        has
        been taken by Purchaser to authorize the Subject Transactions. This Agreement
        constitutes the legal, valid and binding obligation of Purchaser, enforceable
        against Purchaser in accordance with its terms except as such enforceability
        may
        be limited by applicable bankruptcy, insolvency, moratorium, reorganization
        or
        similar laws affecting creditors’ rights generally, general principles of equity
        (regardless of whether such enforceability is considered in a proceeding
        in
        equity or at law) or the discretion of the court before which any proceeding
        therefor may be brought.
  **4.02**  Broker’s
        or Finder’s Fees .
        No
        agent, broker, person or firm acting on behalf of Purchaser is, or will be,
        entitled to any commission or broker’s or finder’s fees from any of the parties
        hereto, or from any Affiliate of Purchaser, in connection with any of the
        Subject Transactions.
  **4.03**  Litigation .
        There
        is no Proceeding by any Person, or by or before (or any investigation by)
        any
        Governmental Body, pending, or, to the Knowledge of Purchaser, threatened,
        against or affecting Purchaser or any of its properties or rights which could
        have a Material Adverse Effect upon Purchaser or the Subject
        Transaction.
  **4.04**  Compliance
        with Laws .
        Purchaser is in compliance with all Legal Requirements of any Governmental
        Body.
        Purchaser has not received any notice of any asserted present or past failure
        of
        Purchaser to comply with such Legal Requirements.
  **4.05**  Investigation .
        As of
        the Closing Date, Purchaser will have conducted inspections of the properties
        and financial and other records of Stockholder and the Company and other
        due
        diligence with respect to the Company. As of the Closing Date, Purchaser
        will
        have had an opportunity to ask questions of Stockholder and the Company relating
        to the Company, which questions will be answered to Purchaser’s satisfaction,
        and to examine all books and records of the Company. Based on such inspections
        and inquiries, Purchaser will not be aware of any inaccuracies or breaches
        in
        Stockholder’s or the Company’s representations and warranties set forth in this
        Agreement.
  3
 **4.06**  No
        Implied Warranties .
        It is
        understood and agreed that Stockholder and the Company are not making and
        have
        not made, any representation or warranty of any kind, express or implied,
        to
        Purchaser except for those specifically provided in Article III of this
        Agreement. Except for the matters which are expressly covered by such
        representations and warranties, and upon which Purchaser intends to rely,
        Purchaser is relying on its own investigation and analysis in entering into
        this
        Agreement and consummating the Subject Transaction. Without limiting the
        generality of the foregoing, and notwithstanding any otherwise express
        representations and warranties made by the Company and the Stockholder in
        Article III hereof, the Company and the Stockholder make no representation
        or
        warranty to Purchaser regarding (a) any projections, estimates or budgets
        heretofore delivered or made available to Purchaser of future revenues, expenses
        or expenditures, future results of operations (or any component thereof),
        future
        cash flows or future financial conditions (or any component thereof) of the
        Company or the future business operations of the Company; or (b) any other
        information or documents made available to Purchaser or its counsel, accountants
        or advisors with respect to the Company except as expressly set forth in
        Article
        III hereof.
  **ARTICLE
        V**
 **APPROVALS
        & NOTIFICATION**
  **5.01**  Required
        Approvals .
        As
        promptly as practicable after the date of this Agreement, Stockholder will,
        and
        will cause the Company to, make all filings required by Legal Requirements
        in
        Mexico to be made by them in order to consummate the Subject Transactions.
        Between the date of this Agreement and the Closing Date, the Stockholder
        will,
        and will cause the Company to, cooperate with Purchaser with respect to all
        filings that Purchaser elects to make or is required by Legal Requirements
        in
        Mexico to make in connection with the Subject Transactions.
  **5.02**  Notification .
        Between
        the date of this Agreement and the Closing Date, Stockholder will promptly
        notify Purchaser in writing if Stockholder becomes aware of any fact or
        condition that causes or constitutes a Breach of Stockholder’s representations
        and warranties as of the date of this Agreement, or if Stockholder becomes
        aware
        of the occurrence after the date of this Agreement of any fact or condition
        that
        would (except as expressly contemplated by this Agreement) cause or constitute
        a
        Breach of any such representation or warranty had such representation or
        warranty been made as of the time of occurrence or discovery of such fact
        or
        condition. Should any such fact or condition require any change in this
        Agreeement, Stockholder will promptly deliver to Purchaser a supplement to
        this
        Agreement specifying such change.
  4
 **ARTICLE
        VI**
 **MUTUAL
        COVENANTS**
  **6.01**  Confidentiality;
        Public Announcements .
        Neither
        Stockholder nor Purchaser shall disclose or use in any manner any confidential
        information of each other or of the Company to which it may have access under
        this Agreement, except for the purposes of consultation with its Representatives
        for the purposes of performing this Agreement and consummating the Subject
        Transactions. If this Agreement is terminated for any reason pursuant to **Section
        10.01** ,
        the
        parties shall return all documentation and materials and copies thereof which
        shall have been furnished by or on behalf of another party. Except as may
        be
        required by applicable Legal Requirements, the parties hereto will keep this
        Agreement and the Subject Transactions confidential. The parties hereto will
        consult with each other regarding any press release or public announcement
        pertaining to this Agreement and the Subject Transactions and shall not issue
        any such press release or make any such public announcement prior to such
        consultation, except as may be required by applicable Legal Requirements
        or by
        obligations pursuant to any listing agreement with any national securities
        exchange or national automated quotation system.
  **6.02**  Cooperation .
        Subject
        to the terms and conditions herein provided, each party hereto will use such
        party’s Reasonable Efforts to take, or cause to be taken, such actions, to
        execute and deliver, or cause to be executed and delivered, such additional
        documents and instruments and to do, or cause to be done, all things necessary,
        proper or advisable under the provisions of this Agreement and applicable
        law to
        consummate and make effective all of the Subject Transactions.
  **6.03**  Trading
        in Securities .
        Purchaser acknowledges that the common stock of Stockholder is publicly held
        and
        trades on the NASD over-the-counter exchange (the “ATSI Stock”). Purchaser
        acknowledges and agrees that the information disclosed to the Purchaser in
        connection with the Subject Transactions is not publicly available and,
        therefore, may be “material inside information.” Purchaser also acknowledges
        that it is familiar with the prohibitions against the use or disclosure of
        material inside information and agrees that it shall comply with all Federal
        and
        state securities laws and regulations prohibiting “insider trading” in
        connection with the trading of the ATSI Stock.
  **ARTICLE
        VII**
 **CONDITIONS
        TO PURCHASER’S OBLIGATIONS**
  All
        obligations of Purchaser to be discharged under this Agreement at the Closing
        are subject to the fulfillment, prior to or at the Closing, of each of the
        following conditions, unless waived in writing by Purchaser prior to or at
        the
        Closing:
 
 **7.01**  Truth
        of Representations and Warranties .
        The
        representations and warranties of Stockholder and the Company contained in
        this
        Agreement or in any Schedule delivered pursuant hereto shall be true and
        correct
        in all material respects when made and as of the Closing Date.
  5
 **7.02**  Covenants
        and Agreements .
        Stockholder shall have caused all covenants, agreements, and conditions required
        by this Agreement to be performed or complied with by them prior to or at
        the
        Closing to be so performed or complied with.
  **7.03**  No
        Material Adverse Change .
        Prior
        to the Closing Date, there shall have been no material adverse change in
        the
        assets, liabilities, business, condition (financial or otherwise), operations,
        working capital or prospects of the Company since the Balance Sheet Date,
        and
        there shall not have been any events, circumstances or developments which
        have
        resulted in a Material Adverse Effect on the Company.
  **7.04**  No
        Litigation Threatened .
        No
        Proceeding shall have been instituted or, to the Knowledge of Stockholder,
        threatened to restrain or prohibit any of the Subject Transactions.
  **7.05**  Approvals;
        Filings .
        All
        Consents necessary to permit the consummation of the Subject Transactions
        shall
        have been received. All filings (other than those, if any, which may be required
        to be filed, given, obtained or taken solely by Purchaser) shall have been
        duly
        filed, given, obtained or taken on or prior to the Closing Date and will
        be in
        full force and effect on the Closing Date.
  **ARTICLE
        VIII**
 **CONDITIONS
        TO STOCKHOLDER’S OBLIGATIONS**
  All
        obligations of Stockholder to be discharged under this Agreement at the Closing
        are subject to the fulfillment, prior to or at the Closing, of each of the
        following conditions, unless waived in writing by Stockholder prior to or
        at the
        Closing:
 
 **8.01**  Truth
        of Representations and Warranties .
        The
        representations and warranties of Purchaser contained in this Agreement or
        in
        any Schedule delivered pursuant hereto shall be true and correct in all material
        respects when made and as of the Closing Date.
  **8.02**  Covenants
        and Agreements of Purchaser .
        Purchaser shall have caused all covenants, agreements and conditions required
        by
        this Agreement to be performed or complied with by it prior to or at the
        Closing
        to be so performed or complied with.
  **8.03**  No
        Litigation Threatened .
        No
        Proceeding shall have been instituted or, to the Knowledge of Purchaser,
        threatened before a court or other government body or by any public authority
        to
        restrain or prohibit any of the Subject Transactions.
  **8.04**  Approvals;
        Filings .
        All
        Consents, if any, necessary to permit the consummation of the Subject
        Transactions shall have been received. All filings (other than those, if
        any,
        which may be required to be filed, given, obtained or taken solely by
        Stockholder) shall have been duly filed, given, obtained or taken on or prior
        to
        the Closing Date and will be in full force and effect on the Closing
        Date.
  6
 **ARTICLE
          IX**
 **NO
        SURVIVAL; INDEMNIFICATION OF DIRECTORS AND OFFICERS**
  **9.01**  No
        Survival .
        The
        representations, warranties, covenants, and obligations in this Agreement,
        and
        any certificate or document delivered pursuant to this Agreement, shall
        terminate at the Closing or upon termination of this Agreement pursuant to
        Section 10.01 and shall not survive the Closing except that the provisions
        of
        Sections 6.01, 6.03 and 9.02 of this Agreement shall survive the Closing.
        Stockholder will not have any liability under this Agreement resulting from
        any
        event relating to a Breach of any representation, warranty, convenant or
        agreement made in this Agreement.
  **9.02**  Indemnification
        of Directors and Officers.
  (a)  From
        and
        after the Effective Time, the Company shall, and Purchaser shall cause the
        Company to, indemnify and hold harmless each present and former director
        and/or
        officer of the Company (the “Indemnified Parties”), that is made a party or
        threatened to be made a party to any threatened, pending or completed, action,
        suit, proceeding or claim, whether civil, criminal, administrative or
        investigative, by reason of the fact that he or she was a director or officer
        of
        the Company prior to the Closing Date and arising out of actions or omissions
        of
        the Indemnified Party in any such capacity occurring at or prior to the Closing
        Date (a “Claim”) against any costs or expenses (including reasonable attorneys’
        fees), judgments, fines, amounts paid in settlement pursuant to Section 9.02(b),
        losses, claims, damages or liabilities (collectively, “Costs”) reasonably
        incurred in connection with any Claim, whether asserted or claimed prior
        to, at
        or after the Closing Date, to the fullest extent that the Company would have
        been permitted under applicable law and the Company’s Certificate of
        Incorporation, as amended, and By-laws, as amended, in effect as of the Closing
        Date. The Company shall, and Purchaser shall cause the Company to, advance
        expenses (including reasonable attorneys’ fees), as reasonably incurred by the
        Indemnified Party to the fullest extent permitted under applicable law provided
        such Indemnified Party provides an undertaking to repay such advances if
        it is
        ultimately determined that such Indemnified Party is not entitled to
        indemnification.
  (b)  Any
        Indemnified Party wishing to claim indemnification under paragraph (a) of
        this
        Section 9.02 upon learning of any such Claim, shall promptly notify Purchaser
        and the Company thereof, but the failure to so notify shall not relieve
        Purchaser and the Company of any liability they may have to such Indemnified
        Party if such failure does not materially prejudice Purchaser and the Company.
        In the event of any such claim, action, suit, proceeding or investigation
        (whether arising before or after the Effective Time), (i) Purchaser and the
        Company shall have the right to assume the defense thereof and Purchaser
        and the
        Company shall not be liable to such Indemnified Parties for any legal expenses
        of other counsel or any other expenses subsequently incurred by such Indemnified
        Parties in connection with the defense thereof, except that if Purchaser
        and the
        Company elect not to assume such defense or counsel or the Indemnified Parties
        advise and Purchaser’s and the Company’s counsel concurs that there are issues
        which raise conflicts of interest between Purchaser and the Company, on the
        one
        hand, and the Indemnified Parties, on the other, in either such case the
        Indemnified Parties may retain counsel satisfactory to them, and Purchaser
        and
        the Company shall pay all reasonable fees and expenses of such counsel for
        the
        Indemnified Parties promptly as statements therefor are received; provided , however ,
        that
        Purchaser and the Company shall be obligated pursuant to this paragraph (b)
        to
        pay for only one firm or counsel for all Indemnified Parties in any jurisdiction
        unless the use of one counsel for such Indemnified Parties would present
        such
        counsel with a conflict of interest, (ii) the Indemnified Parties will cooperate
        in the defense of any such matter and (iii) Purchaser and the Company shall
        not
        be liable for any amounts paid in settlement effected without their prior
        written consent, which consent will not be unreasonably withheld; and provided , further , however ,
        that
        Purchaser and the Company shall not have any obligation hereunder to any
        Indemnified Party when and if a court of competent jurisdiction shall ultimately
        determine, and such determination shall have become final and non-appealable,
        that the indemnification of such Indemnified Party in a manner contemplated
        hereby is prohibited by applicable law. If such indemnity is not available
        with
        respect to any Indemnified Party, then Purchaser and the Company and the
        Indemnified Party shall contribute to the amount payable in such proportion
        as
        is appropriate to reflect relative faults and benefits.
  7
 (c)  If
        a
        Claim under this Section 9.02 is not paid in full by Purchaser and the Company
        within thirty days after a written request therefor has been received by
        Purchaser and the Company, the Indemnified Party may at any time thereafter
        bring suit against Purchaser and the Company to recover the unpaid amount
        of the
        Claim and, if successful in whole or in part, the Indemnified Party shall
        be
        entitled to be paid also the expense of prosecuting such Claims.
  (d)  Neither
        the failure of Purchaser and the Company (including their respective Boards
        of
        Directors, independent legal counsel or stockholders) to have made a
        determination prior to the commencement of such suit that indemnification
        of the
        Indemnified Party is proper in the circumstances because he or she has met
        the
        applicable standard of conduct, nor an actual determination by Purchaser
        and the
        Company (including their respective Boards of Directors, independent legal
        counsel, or stockholders) that the Indemnified Party has not met such applicable
        standard of conduct, shall be a defense to the suit or create a presumption
        that
        the Indemnified Party has not met the applicable standard of
        conduct.
  **ARTICLE
        X**
 **MISCELLANEOUS**
  **10.01**  Termination .
        This
        Agreement may, by notice given prior to or at the Closing, be
        terminated:
  (i)  by
        the
        mutual written agreement of Purchaser and Stockholder;
  (ii)  by
        either
        Purchaser or Stockholder if a material Breach of any provision of this Agreement
        has been committed by the other party and such Breach has not been waived
        or
        cured;
  (iii)  (a)
        by
        Purchaser if any of the conditions contained in **Article
        VII** has not
        been satisfied as of the Closing, or if satisfaction of such a condition
        is or becomes impossible (other than through the failure of Purchaser to comply with its
        obligations under this Agreement) and Purchaser has not waived such condition
        on or before October 31, 2005, or (b) by Stockholder if any of the conditions
        in **Article VIII** has not been satisfied as of October 31, 2005, or
        if satisfaction of such a condition is or becomes impossible (other than
        through the failure of Stockholder to comply with their obligations under this
        Agreement) and Stockholder has not waived such condition on or before October
        31, 2005.
  8
 (iv)  if
        the
        Closing shall not have occurred (other than through the failure of any party
        seeking to terminate this Agreement to comply fully with its obligations
        under
        this Agreement) as of October 31, 2005, or such later date as the parties
        may
        agree upon in writing.
  (v)  by
        Stockholder in the event that, at any time prior to the Closing Date, the
        board
        of directors of either Stockholder or the Company determines in good faith,
        based on the advice of outside counsel, that failure to do so would be
        reasonably likely to constitute a breach of its fiduciary duties under
        applicable law.
 
 (b)  Nothing
        in this **Section
        10.01** shall
        relieve any party of any liability for a Breach of this Agreement prior to
        the
        termination hereof.
  (c)  Except
        as
        provided in Sections 6.01, 6.03, 9.01 and 9.02, in the event of termination
        of
        this Agreement pursuant to this Section 10.01, this Agreement shall forthwith
        become void, there shall be no liability under this Agreement on the part
        of
        Stockholder, the Company or Purchaser or any of their respective officers
        or
        directors and all rights and obligations of each party hereto shall
        cease.
  **10.02**  Expenses .
        The
        parties hereto shall pay all of their own expenses relating to the transactions
        contemplated by this Agreement, including, without limitation, the fees and
        expenses of its counsel and financial advisers.
  **10.03**  Governing
        Law .
        The
        interpretation and construction of this Agreement, the Subject Transactions
        and
        all matters relating hereto, shall be governed by the laws of the State of
        Texas.
  **10.04**  Enforcement;
        Venue; Service of Process .
        In the
        event either party shall seek enforcement of any covenant, warranty or other
        term or provision of this Agreement or seeks to recover damages for the breach
        thereof, the party which prevails in such proceedings shall be entitled to
        recover reasonable attorneys’ fees and expenses actually incurred by it in
        connection therewith. Subject to **Section
        10.13** ,
        and
        without waiving the same, the parties hereto agree that this Agreement is
        performable in Bexar County, Texas and that the sole and exclusive venue
        for any
        proceeding involving any claim arising under or relating to this Agreement
        shall
        be in Bexar County, Texas.
  9
 **10.05**  Captions;
        References .
        The
        Article and Section captions used herein are for reference purposes only,
        and
        shall not in any way affect the meaning or interpretation of this Agreement.
        References to a “Section” or “Subsection” when used without further attribution
        shall refer to the particular sections or subsections of this
        Agreement.
  **10.06**  Notices .
        Any
        notice or other communications required or permitted hereunder shall be in
        writing and, unless otherwise provided herein, shall be deemed to have been
        duly
        given upon delivery in person, by telecopy, by overnight courier or by certified
        or registered mail, return receipt requested, as follows:
  If
                    to Stockholder:
                ATSI
                    Communications, Inc.8600
                    Wurzbach, Suite 700WSan
                    Antonio, Texas 78240Attention:
                    Arthur L. SmithFacsimile:
                    (210) 614-7264If
                    to Purchaser:
                Alejandro
                    Sanchez GuzmánAvenida
                    Insurgentes Sur 14430Col.
                    TlalcoligiaTlalpan
                    Meixoc DF
  or
        at
        such other address or telecopy number as shall have been furnished in writing
        by
        any such party, except that such notice of such change shall be effective
        only
        upon receipt. Each such notice or other communication shall be effective
        when
        received or, if given by mail, when delivered at the address specified in
        this **Section
        10.06** or on
        the fifth business day following the date on which such communication is
        posted,
        whichever occurs first.
 
 **10.07**  Parties
        in Interest .
        This
        Agreement shall be binding upon and shall inure to the benefit of the parties
        hereto and its successors and permitted assigns. This Agreement may not be
        transferred, assigned, pledged or hypothecated by any party hereto.
  **10.08**  Counterparts .
        This
        Agreement may be executed in two or more counterparts, all of which taken
        together shall constitute one instrument.
  **10.09**  Entire
        Agreement .
        This
        Agreement, including the other documents referred to herein which form a
        part
        hereof or any other written agreements that the parties enter into pursuant
        to
        or relating to the Subject Transactions, contains the entire understanding
        of
        the parties hereto with respect to the subject matter contained herein and
        therein. This Agreement supersedes all prior agreements and understandings
        between the parties with respect to such subject matter. All exhibits and
        schedules referred to herein and attached hereto are incorporated herein
        by
        reference.
  10
 **10.10**  Amendments .
        This
        Agreement may not be changed orally, but only by an agreement in writing
        signed
        by Purchaser, the Company and Stockholder.
  **10.11**  Severability .
        In case
        any provision in this Agreement shall be held invalid, illegal or unenforceable,
        the validity, legality and enforceability of the remaining provisions hereof
        will not in any way be affected or impaired thereby.
  **10.12**  Third
        Party Beneficiaries .
        Each
        party hereto intends that this Agreement shall not benefit or create any
        right
        or cause of action in or on behalf of any Person other than the parties hereto
        and any Designee of Purchaser.
  **10.13**  Arbitration;
        Waiver of Trial By Jury.
  (a)  A ny
        and
        every dispute of any nature whatsoever that may arise between the parties
        hereto, whether sounding in contract, statute, tort, fraud, misrepresentation,
        discrimination or any other legal theory, including, but not limited to,
        disputes relating to or involving the construction, performance or breach
        of
        this Agreement, or any schedule, certificate or other document delivered
        by any
        party hereto or thereto, or any other agreement between the parties hereto,
        whether entered into prior to, on, or subsequent to the date of this Agreement,
        or those arising under any federal, state or local law, regulation or ordinance,
        shall be determined by binding arbitration in accordance with the then current
        commercial arbitration rules of the American Arbitration Association, to
        the
        extent such rules do not conflict with the provisions of this paragraph.
        If the
        amount in controversy in the arbitration exceeds Two Hundred Fifty Thousand
        Dollars ($250,000), exclusive of interest, attorneys ’ fees and
        costs, the arbitration shall be conducted by a panel of three (3) neutral
        arbitrators. Otherwise, the arbitration shall be conducted by a single neutral
        arbitrator. The parties hereto shall endeavor to select neutral arbitrators
        by
        mutual agreement. If such agreement cannot be reached within thirty (30)
        calendar days after a dispute has arisen which is to be decided by arbitration,
        any party or the parties jointly shall request the American Arbitration
        Association to submit to each party an identical panel of fifteen (15) persons.
        Alternate strikes shall be made to the panel, commencing with the party bringing
        the claim, until the names of three (3) persons remain, or one (1) person
        if the
        case is to be heard by a single arbitrator. The parties may, however, by
        mutual
        agreement, request the American Arbitration Association to submit additional
        panels of possible arbitrators. The person(s) thus remaining shall be the
        arbitrator(s) for such arbitration. If three (3) arbitrators are selected,
        the
        arbitrators shall elect a chairperson to preside at all meetings and hearings.
        The arbitrator(s), or a majority of them, shall have the power to determine
        all
        matters incident to the conduct of the arbitration, including without limitation
        all procedural and evidentiary matters and the scheduling of any hearing.
        The
        award made by a majority of the arbitrators shall be final and binding upon
        the
        parties thereto and the subject matter. The arbitration shall be governed
        by the
        United States Arbitration Act, 9 U.S.C. §1-16, and judgment upon the award
        rendered by the arbitrator(s) may be entered by any court having jurisdiction
        thereof. The arbitrators shall have no authority to award punitive or exemplary
        damages or any statutory multiple damages, and shall only have the authority
        to
        award compensatory damages, arbitration costs, attorneys’ fees, declaratory
        relief and permanent injunctive relief, if applicable. Unless otherwise agreed
        by the parties, the arbitration shall be held in San Antonio, Texas. This **Section
        10.13** shall
        not prevent either party from seeking a temporary restraining order or temporary
        or preliminary injunctive relief from a court of competent jurisdiction in
        order
        to protect its rights under this Agreement. In the event a party seeks such
        injunctive relief pursuant to this Agreement, such action shall not constitute
        a
        waiver of the provisions of this **Section
        10.13** ,
        which
        shall continue to govern any and every dispute between the parties, including
        without limitation the right to damages, permanent injunctive relief and
        any
        other remedy, at law or in equity.
  11
 (b)  EACH
        OF
        THE PARTIES TO THIS AGREEMENT WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTE
        OF ANY NATURE WHATSOEVER THAT MAY ARISE BETWEEN THEM, INCLUDING, BUT NOT
        LIMITED
        TO, THOSE DISPUTES RELATING TO OR INVOLVING IN ANY WAY THE CONSTRUCTION,
        PERFORMANCE OR BREACH OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE
        PARTIES, THE PROVISIONS OF ANY FEDERAL, STATE OR LOCAL LAW, REGULATION OR
        ORDINANCE NOTWITHSTANDING. By execution of this Agreement, each of the parties
        hereto acknowledges and agrees that it has had an opportunity to consult
        with
        legal counsel and that he/she/it knowingly and voluntarily waives any right
        to a
        trial by jury of any dispute pertaining to or relating in any way to the
        Subject
        Transactions, the provisions of any federal, state or local law, regulation
        or
        ordinance notwithstanding.
  **10.14**  Joint
        Preparation .
        This
        Agreement has been prepared by the joint efforts of the respective attorneys
        to
        each of the parties. No provision of this Agreement shall be construed on
        the
        basis that such party was the author of such provision.
  12
 IN
        WITNESS WHEREOF, Purchaser and Stockholder have executed this Agreement to
        be
        effective as of the day and year first above written.
  Alejandro
                    Sanchez Guzmán
                  “Purchaser”By:
                /s/ Alejandro
                  Sanchez Guzmán
 **ATSI
                    COMMUNICATIONS, INC.**By:
                /s/ Arthur
                  L. SmithCEO
 
 13
 EXHIBIT
        A
  **Definitions**
  For
        purposes of this Agreement, the following terms have the meanings specified
        or
        referred to in this **Exhibit
        A** :
  “ Affiliate ”
        is used
        in this Agreement to indicate a relationship with one or more persons and
        when
        used shall mean any corporation or organization of which such person is an
        executive officer, director or partner or is directly or indirectly the
        beneficial owner of ten percent (10%) or more of any class of equity securities
        or financial interest therein; any trust or other estate in which such person
        has a beneficial interest or as to which such person serves as trustee or
        in any
        similar fiduciary capacity; any relative or spouse of such person, or any
        relative of such spouse (such relative being related to the person in question
        within the second degree); any director or executive officer of such person;
        or
        any person that directly, or indirectly through one or more intermediaries,
        controls or is controlled by, or is under common control with, the person
        specified.
  “ Agreement ”
        has the
        meaning set forth in the preamble.
  “ Balance
        Sheet ”
        has the
        meaning set forth in **Section
        3.05** .
  “ Balance
        Sheet Date ”
        has the
        meaning set forth in **Section
        3.05** .
  “ Breach ”
        means
        that a “Breach” of a representation, warranty, covenant, obligation, or other
        provision of this Agreement or any instrument delivered pursuant to this
        Agreement will be deemed to have occurred if there is or has been (a) any
        inaccuracy in or breach of, or any failure to perform or comply with, such
        representation, warranty, covenant, obligation, or other provision, or (b)
        any
        claim (by any Person) or other occurrence or circumstance that is or was
        inconsistent with such representation, warranty, covenant, obligation, or
        other
        provision, and the term “Breach” means any such inaccuracy, breach, failure,
        claim, occurrence, or circumstance.
  “ Closing ”
        has the
        meaning set forth in **Section
        2.03** .
  “ Closing
        Date ”
        has the
        meaning set forth in **Section
        2.03.**
  “ Code ”
        means
        the Internal Revenue Code of 1986, as amended, or any successor law, and
        regulations issued by the IRS pursuant to the Internal Revenue Code or any
        successor law.
  “ Common
        Stock ”
        means
        the common stock, par value $0.001 per share, of the Company.
  “ Company ”
        has the
        meaning set forth in the preamble.
  “ Company
        SEC Reports ”
        has the
        meaning set forth in **Section
        3.05(a)** .
  “ Consent ”
        means
        any approval, consent, ratification, waiver, or other authorization (including,
        without limitation, any Governmental Authorization).
  14
 “ Contract ”
        means
        any agreement, contract, instrument, obligation, promise, commitment or
        undertaking (whether written or oral and whether express or implied) that
        is
        legally binding.
  “ Encumbrance ”
        means
        any charge, claim, community property interest, condition, covenant, equitable
        interest including any equitable servitude, lien, option, pledge, security
        interest, right of first refusal, or restriction of any kind, including any
        restriction on use, voting, transfer, receipt of income, or exercise of any
        other attribute of ownership.
  “ Exchange
        Act ”
        means
        the Securities Exchange Act of 1934, as amended, or any successor law, and
        regulations and rules issued pursuant to that Act or any successor
        law.
  “ Financial
        Statements ”
        has the
        meaning set forth in **Section 3.05** .
  “ GAAP ”
        means
        generally accepted United States accounting principles, applied on a basis
        consistent with the basis on which the Financial Statements were
        prepared.
  “ Governmental
        Authorization ”
        means
        any approval, consent, license, permit, waiver, or other authorization issued,
        granted, given, or otherwise made available by or under the authority of
        any
        Governmental Body or pursuant to any Legal Requirement.
  “ Governmental
        Body ”
        means
        any:
  (a)  nation,
        state, county, city, town, village, district, or other jurisdiction of any
        nature;
  (b)  federal,
        state, local, municipal, foreign, or other government;
  (c)  governmental
        or quasi-governmental authority of any nature (including any governmental
        agency, branch, department, official, or entity and any court or other
        tribunal);
  (d)  multi-national
        organization or body; or
  (e)  body
        exercising, or entitled to exercise, any administrative, executive, judicial,
        legislative, police, regulatory, or taxing authority or power of any
        nature.
  “ Intellectual
        Property Rights ”
        has the
        meaning set forth in **Section 3.13** .
  “ IRS ”
        shall
        mean the Internal Revenue Service.
  “ Knowledge ”
        means
        an individual will be deemed to have “Knowledge” of a particular fact or other
        matter if:
  (a)  such
        individual is actually aware of such fact or other matter; or
  (b)  a
        prudent
        individual could be expected to discover or otherwise become aware of such
        fact
        or other matter in the course of conducting a reasonably comprehensive
        investigation concerning the existence of such fact or other
        matter.
  15
 Stockholder
        will be deemed to have “Knowledge” if any of Arthur L. Smith, or Antonio Estrada
        has, or at any time had, Knowledge of such fact or other matter.
  “ Legal
        Requirement ”
        means
        any federal, state, local, municipal, foreign, international, multinational,
        or
        other administrative order, constitution, law, ordinance, principle of common
        law, regulation, statute, or treaty.
  “ Material
        Adverse Effect ”
        means,
        with respect to any company or entity, any event, condition or change which
        materially and adversely affects or may materially and adversely affect the
        business, financial condition, prospects, assets or results of operations
        of
        such company.
  “ Order ”
        means
        any award, decision, injunction, judgment, order, ruling, subpoena, or verdict
        entered, issued, made, or rendered by any court, administrative agency, or
        other
        Governmental Body having jurisdiction or by any arbitrator appointed as provided
        in this Agreement.
  “ Ordinary
        Course of Business ”
        means
        an action taken by a Person will be deemed to have been taken in the “Ordinary
        Course of Business” only if:
  (a)  such
        action is consistent with the past practices of such Person and is taken
        in the
        ordinary course of the normal day-to-day operations of such Person;
  (b)  such
        action is not required to be authorized by the board of directors of such
        Person
        (or by any Person or group of Persons exercising similar authority);
        and
  (c)  such
        action is similar in nature and magnitude to actions customarily taken, without
        any authorization by the board of directors (or by any Person or group of
        Persons exercising similar authority), in the ordinary course of the normal
        day-to-day operations of other Persons that are in the same line of business
        as
        such Person.
  “ Organizational
        Documents ”
        means
        (a) the articles or certificate of incorporation and the bylaws of
        a
        corporation; (b) the partnership agreement and any statement of partnership
        of a general partnership; (c) the limited partnership agreement and
        the
        certificate of limited partnership of a limited partnership; (d) any
        charter or similar document adopted or filed in connection with the creation,
        formation, or organization of a Person; and (e) any amendment to any
        of the
        foregoing.
  “ Person ”
        means
        any individual, corporation (including any non-profit corporation), general
        or
        limited partnership, limited liability company, joint venture, estate, trust,
        association, organization, labor union, or other entity or Governmental
        Body.
  “ Proceeding ”
        means
        any action, arbitration, audit, hearing, investigation, litigation, or suit
        (whether civil, criminal, administrative, investigative, or informal, at
        law or
        in equity) commenced, brought, conducted, or heard by or before, or otherwise
        involving, any Governmental Body or arbitrator.
  16
 “ Purchaser ”
        has the
        meaning set forth in the preamble.
  “ Reasonable
        Efforts ”
        means
        the efforts that a reasonably prudent Person desirous of achieving a result
        would use in similar circumstances to ensure that such result is achieved
        with
        reasonably promptness; provided,
        however, that an
        obligation to use Reasonable Efforts under this Agreement does not require
        the
        Person subject to that obligation to take actions that would result in a
        materially adverse change in the benefits to such Person of this Agreement
        and
        the Subject Transactions.
  “ Representative ”
        means,
        with respect to a particular Person, any director, officer, employee, agent,
        consultant, advisor, or other representative of such Person, including legal
        counsel, accountants, and financial advisors.
  “ Securities
        Act ”
        means
        the Securities Act of 1933, as amended, or any successor law, and regulations
        and rules issued pursuant to that Act or any successor law.
  “ Shares ”
        has the
        meaning set forth in the recitals.
  “ Stockholder ”
        has the
        meaning set forth in the preamble.
  “ Subject
        Transaction(s) ”
        means
        all of the transactions contemplated by this Agreement, including:
  (a)  the
        sale
        of the Shares hereunder;
  (b)  the
        execution, delivery, and performance of this Agreement;
  (c)  the
        performance by the parties of their respective covenants and obligations
        under
        this Agreement; and
  (d)  Purchaser’s
        acquisition, ownership and exercise of control over the Company and its
        operations.
  “ Subsidiary ”
        means,
        with respect to any Person (the “Owner”), any corporation or other Person of
        which securities or other interests having the power to elect a majority
        of that
        corporation’s or other Person’s board of directors or similar governing body, or
        otherwise having the power to direct the business and policies of that
        corporation or other Person (other than securities or other interests having
        such power only upon the happening of a contingency that has not occurred)
        are
        held by the Owner or one or more of its Subsidiaries; when used without
        reference to a particular Person, “Subsidiary” means a Subsidiary of the
        Company.
  “ Tax ”
        means
        any tax (including, without limitation, any tax on gross income, net income,
        franchise, gross receipts, royalty, capital gains, value added, sales, property,
        ad valorem, transfer, license, use, profits, windfall profits, withholding
        on
        amounts paid to or by the Company, payroll, employment, excise, severance,
        stamp, occupation, premium, gift, or estate), levy, assessment, tariff, duty
        (including customs duty), deficiency, or other fee, and any related charge
        or
        amount (including any fine, penalty, interest, or addition to tax), imposed,
        assessed, or collected by or under the authority of any Governmental Body
        or
        payable pursuant to any tax-sharing agreement or any other Contract relating
        to
        the sharing or payment of any such tax, levy, assessment, tariff, duty,
        deficiency, or fee.
  “ Tax
        Return ”
        means
        any return (including any information return), report, statement, schedule,
        notice, form, or other document or information filed with or submitted to,
        or
        required to be filed with or submitted to, any Governmental Body in connection
        with the determination, assessment, collection, or payment of any Tax or
        in
        connection with the administration, implementation, or enforcement of or
        compliance with any Legal Requirement relating to any Tax.
  17