EXHIBIT 4.1
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                      FORM OF CONVERTIBLE PROMISSORY NOTES
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Houston, Texas

FOR VALUE RECEIVED, ATSI, Inc., a Nevada Corporation (Maker), promises to pay to
RECAP MARKETING & CONSULTING LLP (Holder) the principal sum of [amount] with
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interest from date at the rate of twelve percent (12%), per year, until applied
to warrants converted under a separate agreement. Holder or Maker has the right
to convert the Principal at the price per share (rate) identified in Exhibit 4.1
of the Consulting Agreement ("Conversion"). Such Conversion shall occur only
after approval of a reverse split, and authorization by the SEC of the Maker,
and approval by the Board of Directors, which shall not be unreasonably
withheld.

Principal is payable in lawful money, or stock if converted, of the United
States of America at 12000 Westheimer, Suite 340, Houston, Texas 77077, or at
such place as may later be designated by written notice from the Holder to the
Maker hereof, on the date and in the manner following:

All  principal  and accrued interest is due on or before twelve (12) months from
the  date  the  principal  amount  is  received.

This  Note is not secured, other than by conversion of warrants to common stock.

Both parties understand that the amount or value above does not exceed the
maximum interest allowed by law, under the statutes of the state of Texas, and
acknowledge that the terms are reasonable given the nature of the loan.

                                  ATSI, Inc.
                                  a Nevada Corporation
                                  By:    /s/ Arthur L. Smith
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                                  Arthur L. Smith
                                  Its President and Chief Executive Officer


Amount:  $25,000  Received on:  NOVEMBER 5, 2004
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Amount:  $15,000  Received on:  NOVEMBER 15, 2004
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Amount:  $10,000  Received on:  DECEMBER 1, 2004
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Amount:  $10,000  Received on:  DECEMBER 21, 2004
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Amount:  $10,000  Received on:  JANUARY 4, 2005
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