LOAN AND SECURITY AGREEMENT
FOR VALUE RECEIVED, the undersigned ATSI COMMUNICATIONS, INC., a Nevada corporation (“
Company ), hereby promises to pay to ATV Texas Ventures III, LP., a Delaware limited partnership (“ Lender
”), at such place as Lender may specify, in lawful money of the United States of America, the principal amount of
$50,000 (the “ Principal Amount ”) on the earlier of: (i) a Mandatory Payment Event (as hereinafter defined), or
(ii) According to the attached Payback Schedule (the “ Maturity Date ”), plus interest on the Principal Amount
outstanding from time to time hereunder at a rate equal to the lesser of (i) the maximum lawful rate or (ii) Twelve
percent (12%) per annum. Interest shall be calculated in arrears through the last day of each month and shall be
due and payable on the first day of the each month, as more fully set forth below in Section 1 .
1. Advances; Payments . On the date of this Loan and Security Agreement (the “ Agreement ”)
and subject to the accuracy of Company’s representations and the conditions set forth in Section 3 herein,
Lender will deliver to Company in immediately available funds the Principal Amount specified above (the “ Loan
”). All payments under this Agreement shall be applied first to fees and expenses, then to interest and then to
reduction of the Principal Amount. Any Principal Amount outstanding after the occurrence and during the
continuance of an Event of Default under this Agreement shall bear interest at a rate equal to the lesser of (i) the
lawful legal rate or (ii) seven percent (7%) above the interest rate otherwise applicable under this Agreement.
2. Secured Agreement .
2.1 General. To secure repayment and performance of all Obligations hereunder, Company grants
Lender a security interest in the Company’s accounts receivable (other than accounts factored with Wells
Fargo), ATSI’s ownership in ATSICOM, whether now owned or hereafter acquired, or any value received in