OPTION AGREEMENT


         THIS OPTION AGREEMENT  ("Agreement") is entered into as of the 18th day
of October, 1999, between Convergence Communications, Inc., a Nevada corporation
("Grantor") in favor of Telematica EDC, C.A. ("Telematica"), TCW/CCI Holding LLC
("TCW"),  International Finance Corporation ("IFC"),  Glacier Latin-America Ltd.
("Glacier"),  FondElec  Essential  Services Growth Fund, L.P.  ("FondElec")  and
Internexus S.A. ("Internexus").  Each of Telematica, TCW, IFC, Glacier, FondElec
and Internexus is sometimes  referred to as a "Grantee" and  collectively as the
"Grantees".  The Grantor and the Grantees are referred to collectively herein as
the  "Parties"  and  singularly  as a  "Party".  Capitalized  terms used and not
otherwise  defined  herein  shall  have the  meanings  ascribed  thereto in that
certain  Participation  Agreement  dated as of October  15,  1999,  to which the
Grantor and Grantees are parties (the "Participation Agreement").

         WHEREAS,   pursuant  to  the  terms  of  the  Participation  Agreement,
Telematica,  TCW, IFC and Glacier have each agreed to purchase  Series C Shares,
and  FondElec  and  Internexus  have each agreed to convert  certain debt of the
Grantor into Series C Shares;

         WHEREAS,  the  Grantees  wish to reserve  for  themselves  the right to
acquire  further Series C Shares and the Grantor is prepared to grant such right
under this Agreement; and

         WHEREAS,  the  execution  of  this  Agreement  is  one of a  series  of
transactions  set  out  in  the  Participation  Agreement  which  are  to  occur
simultaneously at the Closing.

         NOW, THEREFORE, the Parties agree as follows:

1.       Grant of  Option.  Grantor  hereby  grants  to each  Grantee,  and each
         Grantee  hereby  accepts  from  Grantor,  an option (the  "Option")  to
         acquire,  during the period set forth in  paragraph 3, up to the number
         of shares of the Grantor's  Series C Preferred  Stock,  par value $.001
         per share (collectively, the "Option Shares"), as is set forth below:

         (a)      to Telematica,  40% of the aggregate number of Series C Shares
                  actually  acquired by it under the terms of the  Participation
                  Agreement,   which  shall  be  1,333,333  Option  Shares,   if
                  Telematica  purchases all of the Series C Shares  allocated to
                  it under the Participation Agreement;

         (b)      to  TCW,  40% of the  aggregate  number  of  Series  C  Shares
                  actually  acquired by it under the terms of the  Participation
                  Agreement,  which shall be  1,333,333  Option  Shares,  if TCW
                  purchases all of the Series C Shares allocated to it under the
                  Participation Agreement;

         (c)      to IFC, 40% of the number of Series C Shares actually acquired
                  by it under the terms of the  Participation  Agreement,  which
                  shall be 266,667  Option  Shares,  if IFC purchases all of the
                  Series  C  Shares  allocated  to it  under  the  Participation
                  Agreement;

         (d)      to  Glacier,  40% of the  aggregate  number of Series C Shares
                  actually  acquired by it under the terms of the  Participation
                  Agreement,  which shall be 160,000 Option  Shares,  if Glacier
                  purchases all of the Series C Shares allocated to it under the
                  Participation Agreement;

         (e)      to FondElec,  40% of the  aggregate  number of Series C Shares
                  actually  acquired by it under the terms of the  Participation
                  Agreement,  which shall be 266,666  Option  Shares if FondElec
                  purchases all of the Series C Shares allocated to it under the
                  Participation Agreement; and

         (f)      to Internexus,  40% of the aggregate number of Series C Shares
                  actually  acquired by it under the terms of the  Participation
                  Agreement, which shall be 531,564 Option Shares, if Internexus
                  purchases all of the Series C Shares allocated to it under the
                  Participation Agreement.

2.       Exercise  of  Option.  Subject  to the  satisfaction  of the  condition
         precedent set forth in Section 6(c)(iii) of the Participation Agreement
         in the case of any  exercise  by  Telematica  or TWC of its  Option,  a
         Grantee  may,  at any time and from time to time during the term of its
         Option, as set forth in paragraph 3 below, exercise its Option in whole
         or in part by  delivering  written  notice to Grantor  designating  the
         number of Option  Shares that it elects to purchase,  together with the
         full  purchase  price  therefor in  immediately  available  funds.  The
         purchase  price for each Option Share shall be,  subject to adjustments
         as  provided  in  paragraph  7 below,  Seven and 50/100  United  States
         Dollars (U.S. $7.50). Any Option Shares acquired by a Grantee hereunder
         shall be entitled to the benefit of the  Registration  Rights Agreement
         among Grantor and Grantees of even date herewith,  and shall be subject
         to the rights and  duties  imposed  thereunder.  Upon the  delivery  to
         Grantor  of the  consideration  for the  Option  Shares  so  exercised,
         Grantor  shall  deliver  to the  exercising  Grantee a  certificate  or
         certificates  representing  the Option  Shares  containing  restrictive
         legends substantially in the form of those legends set forth in Section
         3 of the  Participation  Agreement.  Upon  their  issuance,  the Option
         Shares shall be deemed validly issued and fully paid and non-assessable
         shares of Grantor's Series C Convertible Preferred Stock, subject to no
         liens, charges or encumbrances other than those arising under the terms
         of the  Participation  Agreement  and the CCI  Shareholders'  Agreement
         entered into pursuant to the Participation Agreement.

3.       Term of Option.  Each Grantee's  Option shall terminate at 5:00 PM U.S.
         Eastern Time on July 18, 2000.

4.       Representations  and  Warranties.  Each  exercising  Grantee  shall  be
         deemed, by its exercise,  to affirm the  representations and warranties
         set  forth  in  Sections  3(e),  3(f)  and  3(g)  of the  Participation
         Agreement  as to the Option  Shares as to which its Option is exercised
         and, upon issuance of the Series C Preferred Stock pursuant to any such
         exercise, the Grantor shall be deemed to affirm the representations and
         warranties set forth in Sections 4(a),  4(b),  4(c), 4(d), 4(f) (except
         that an expenditure in accordance  with the Business Plan, or Budget or
         as  approved  by  the  Grantor's  board  of  directors,  shall  not  be
         considered a material  adverse  change),  4(j),  4(k), 4(t) and, to the
         extent the exercise relates to the IFC, 4(z).

5.       Reservation of Stock. Grantor shall, at all times while the Options are
         effective,  reserve and keep available out of the  designated  Series C
         Convertible  Preferred Stock of Grantor, for the purpose of issuance on
         the exercise of the Options provided for herein,  such number of shares
         of such Series C  Convertible  Preferred  Stock as shall,  from time to
         time, be sufficient to permit the exercise of each Option in whole.

6.       Restrictions  on  Exercise.  No Option  may be  exercised  unless  such
         exercise is in compliance with U.S. Securities Law.

7.       Adjustment. If an Option is exercised subsequent to any stock dividend,
         split-up,  recapitalization,   merger,  consolidation,  combination  or
         exchange of shares,  separation,  reorganization  or liquidation of the
         Grantor occurring after the date hereof, as a result of which shares of
         any class shall be issued in respect of  outstanding  shares of capital
         stock of the Grantor  (or shall be  issuable  in respect of  securities
         convertible  into shares of capital  stock) or upon  exercise of rights
         (other than the Options) to purchase shares of capital stock, or shares
         of such  capital  stock  shall be changed  into the same or a different
         number of shares of Series C  Convertible  Preferred  Stock or  another
         class or classes,  the Grantee exercising the Option shall receive, for
         the aggregate price paid upon such exercise,  the aggregate  number and
         class of shares which such Grantee  would have  received if this Option
         had been exercised immediately prior to such stock dividend,  split-up,
         recapitalization,  merger,  consolidation,  combination  or exchange of
         shares, separation, reorganization or liquidation.

8.       Non-Transferability  of the Option and Rights of  Grantee.  A Grantee's
         Option  may be  exercised  only by that  Grantee,  and no  Grantee  may
         transfer its Option in any manner except it may make such a transfer to
         a Person who would be permitted to receive a Transfer of Company Equity
         from such Grantee under the  Shareholders  Agreement.  No Grantee shall
         have any rights as a  shareholder  with respect to any Option Shares to
         be  acquired  hereunder  unless and until that  Grantee  exercises  its
         Option with respect to such Option Shares.

9.       Rights and  Obligations  Part of Series of  Transactions.  The  Parties
         acknowledge and agree that the rights and  obligations  provided for in
         this Agreement are part of a series of transactions which,  pursuant to
         the  Participation   Agreement,   are  subject  to  certain  conditions
         precedent as provided  therein,  and are being entered into in reliance
         on  certain   representations   and   warranties   and   covenants   of
         indemnification   set  out  in  the   Participation   Agreement  (which
         indemnification  obligations  shall  be  deemed  incorporated  herein).
         Unless and until such  conditions  are  satisfied or waived,  and these
         representations and warranties are made, all in the manner provided for
         in the  Participation  Agreement,  no Party  shall  have any  rights or
         obligations hereunder.

10.      Further  Assurances.  At the request of any Party hereto, each Party to
         this  Agreement  hereby  agrees,  without  the  payment  of  additional
         consideration,  to  execute,  deliver,  file  and  verify  any  and all
         documents,  instruments  or  agreements  necessary  or  appropriate  to
         effectuate the intent of the parties in entering into this Agreement.

11.      Notices.  Any notice required or permitted  hereunder shall be effected
         (and deemed  effected) in the manner set forth for giving notice in the
         Participation Agreement.

12.      Governing Law; Dispute Resolution.  This Agreement shall be governed by
         and  construed  in  accordance  with the laws of the State of New York,
         United  States of  America,  without  giving  effect  to any  choice or
         conflict of law provision or rule that would cause the  application  of
         laws of any jurisdiction other than the State of New York except to the
         extent this  Agreement  would require the mandatory  application of the
         corporate  law of the State of Nevada.  All disputes  arising  under or
         relation to this Agreement  shall first be subject to  conciliation  in
         accordance with the Rules of Conciliation of the International  Chamber
         of Commerce and,  failing  conciliation,  be finally  settled under the
         Rules of Arbitration of the International  Chamber of Commerce by three
         arbitrators  appointed  in  accordance  with said  Rules.  The place of
         arbitration   shall  be  New  York,  New  York.  The  language  of  the
         arbitration  shall be  English.  In the  event  any  dispute  under the
         Participation Agreement relates in any way to the validity, performance
         or  interpretation  of  this  Agreement  and an  arbitral  tribunal  is
         constituted  pursuant to Section 11(n) of the Participation  Agreement,
         all  parties  to any  dispute  hereunder  agree (i) to be joined to the
         procedures  initiated  pursuant to Section  11(n) of the  Participation
         Agreement;   (ii)  to  have   any   proceedings   initiated   hereunder
         consolidated  with proceedings  initiated  pursuant to Section 11(n) of
         the Participation  Agreement and (iii) to be bound by any ruling of the
         arbitral  tribunal   constituted  pursuant  to  Section  11(n)  of  the
         Participation   Agreement  or  any  interim  or  final  award  thereof.
         Submission  of  disputes  to  arbitration  pursuant  to  the  Rules  of
         Arbitration of the International  Chamber of Commerce, in consolidation
         with any disputes submitted to arbitration pursuant to Section 11(n) of
         the Participation Agreement as provided above, shall be the sole method
         of resolving  disputes  between the Parties  hereto.  Judgment  upon an
         arbitration award may be entered in any court having jurisdiction.



         IN WITNESS  WHEREOF,  each party has executed this  Agreement as of the
date set forth above.

                                            CONVERGENCE COMMUNICATIONS, INC.


                                            By:   /s/ Lance D'Ambrosio
                                                --------------------------------
                                            Its:
                                                --------------------------------

                                            TELEMATICA EDC, C.A.


                                            By:   /s/ Norberto Corredor
                                                --------------------------------
                                            Its:
                                                --------------------------------

                                            TCW/CCI HOLDING LLC


                                            By:   /s/ Mario L. Baeza
                                                --------------------------------
                                            Its:
                                                --------------------------------

                                            INTERNATIONAL FINANCE CORPORATION


                                            By:
                                                --------------------------------
                                            Its:
                                                --------------------------------

                                            GLACIER LATIN-AMERICA LTD.


                                            By:   /s/ David Liebman
                                                --------------------------------
                                            Its:
                                                --------------------------------


                                            FONDELEC ESSENTIAL SERVICES
                                                     GROWTH FUND, L.P.

                                            By: FondElec E.S.G.P. Corp.

                                            Its: General Partner


                                            By:  /s/ Gaston Acosta-Rua
                                                --------------------------------
                                            Its:
                                                --------------------------------

                                            INTERNEXUS S.A.


                                            By:   /s/ Peter Schiller
                                                --------------------------------
                                            Its:  Duly Authorized
                                                --------------------------------