CCI SHAREHOLDERS' AGREEMENT

         THIS CCI SHAREHOLDERS'  AGREEMENT is made as of October 18, 1999, (this
"Agreement"),  by and among TELEMATICA EDC, C.A., a Venezuelan sociedad anonima,
("Telematica"),  TCW/CCI  HOLDING  LLC, a  Delaware  limited  liability  company
("TCW"),   INTERNATIONAL  FINANCE  CORPORATION,  an  international  organization
established by Articles of Agreement among its member countries ("IFC"), GLACIER
LATIN-AMERICA  LTD., a British Virgin  Islands  International  Business  Company
("Glacier"),  THE  ESTATE  OF  GEORGE  D'AMBROSIO,  LANCE  D'AMBROSIO  and  TROY
D'AMBROSIO  (the latter  three  sometimes  in the  aggregate  referred to as the
"D'Ambrosio  Parties"),  FONDELEC GROUP INC., a Delaware corporation  ("FondElec
Group"),  PEGASUS  FUND,  L.P.,  a New  York  limited  partnership  ("Pegasus"),
FONDELEC  ESSENTIAL  SERVICES  GROWTH  FUND,  L.P.,  a  Cayman  Islands  limited
partnership ("FESGF",  together with FondElec Group and Pegasus sometimes in the
aggregate  referred to as "FondElec"),  INTERNEXUS  S.A., an Argentine  sociedad
anonima  ("Internexus"),   and  CONVERGENCE   COMMUNICATIONS,   INC.,  a  Nevada
corporation (the "Company", all the foregoing sometimes referred to collectively
as the "Parties" and individually as a "Party").

                                 R E C I T A L S

         WHEREAS,   Telematica,  TCW,  IFC,  Glacier,  the  D'Ambrosio  Parties,
FondElec  and  Internexus  (each a  "Shareholder  Party"  and  collectively  the
"Shareholder Parties") are shareholders of the Company, each of Telematica, TCW,
IFC and Glacier  having  acquired  its  interests  in the  Company,  and each of
FondElec and Internexus having acquired certain of its interests in the Company,
pursuant to a certain  Participation  Agreement (the "Participation  Agreement")
among them, the  D'Ambrosio  Parties and the Company dated October 15, 1999, and
the entering into this Agreement being also  contemplated  in the  Participation
Agreement;

         WHEREAS, the Parties intend that this Agreement cover (i) the shares of
stock of the Company held, legally or beneficially,  by any Shareholder Party as
of the date  hereof,  which  shares are as set out in  Schedule 1 (the  "Present
Shares"),  (ii) the shares of stock of the Company  acquired by any  Shareholder
Party on the  exercise  of any  warrant,  option or other  similar  right,  held
legally or beneficially by any  Shareholder  Party as of the date hereof,  which
warrant,  option  or  other  rights  are as set out in  Schedule  1 (the  "Share
Rights"),  and  (iii)  any  shares of stock of the  Company  that are  presently
outstanding  and which may be acquired  directly or indirectly from time to time
by any Shareholder Party (the "Further Shares"). The Present Shares, the Further
Shares and the shares of stock  acquired by any  Shareholder  Party from time to
time on the exercise of any Share Rights are referred to herein in the aggregate
as the "Company Shares", and the Company Shares, together with the Share Rights,
are referred to in the aggregate as the "Company Equity".

         WHEREAS, as an inducement for Telematica,  TCW, IFC, Glacier,  FondElec
and Internexus to acquire interests in the Company pursuant to the Participation
Agreement,  the Parties have agreed as to the manner in which the Company  shall
be managed and the manner in which the Shareholder  Parties may dispose of their
interests in Company Equity; and

         WHEREAS  on  December  23,  1998,  the  D'Ambrosio  Parties  (or  their
predecessors in interest),  Pegasus, FESGF and Internexus entered into a certain
Stockholders'  Agreement (the "Prior  Agreement") among them with respect to the
same  matters,  and they now  wish to  substitute  the  Prior  Agreement  in its
entirety with this Agreement.

         NOW, THEREFORE, the Parties agree as follows:

1.       Definitions.

         Capitalized  Terms used  herein but not defined  herein  shall have the
         meaning  given  to  them  in  the  Schedule  of   Definitions   to  the
         Participation Agreement, being Schedule 1 thereto.

2.       Restriction  on  Transfer  Prior  to  Realized   Valuation   Event.  No
         Shareholder  Party may  Transfer  (as that term is defined in Section 4
         below) the entirety or any part of its Company Equity, unless and until
         there has  occurred  one of the  following  events  (each,  a "Realized
         Valuation Event"):

         (a)      all the Shareholder Parties,  acting together,  Transfer their
                  Company  Equity for cash  consideration,  or for securities of
                  another  company  that are  registered  and  freely  tradeable
                  pursuant to a registration  statement  filed with and declared
                  effective by the SEC under U.S. Securities Law and listed on a
                  Recognized  Exchange  ("Publicly Traded  Securities")  (such a
                  Transfer   being   herein   referred   to   as  a   "Qualified
                  Disposition"), or

         (b)      there occurs a  registered  public  offering of the  Company's
                  securities under U.S. Securities Law, the shares of a class of
                  the  Company's  securities  so  registered  are  approved  for
                  listing on a  Recognized  Exchange,  the net  proceeds  of the
                  offering  obtained by the  Company  are not less than  Seventy
                  Five Million United States Dollars (U.S.  $75,000,000) and the
                  offering  is managed by a lead  underwriter  of  international
                  standing (a "Qualified Public Offering").

3.       Tag-Along Rights. Upon the happening of a Qualified  Disposition,  this
         Agreement  shall  terminate as contemplated in Section 18, and thus the
         Shareholder Parties shall have no further  restrictions on the Transfer
         of  their  respective  Company  Equity.  However,  if  there  occurs  a
         Qualified Public Offering,  the Parties shall have the following rights
         and  obligations  with respect to the Transfer of any of their  Company
         Equity,  for a period of three years  following  the  Qualified  Public
         Offering.

         (a)      Notice.  If a  Shareholder  Party  ("Transferor")  intends  to
                  Transfer  any of its  Company  Shares  ("Tag  Shares")  to any
                  Person, the Transferor shall give each other Shareholder Party
                  ("Optionee") notice of the Transferor's intent to so transfer,
                  setting out in reasonable  detail the terms and  conditions of
                  the proposed transaction.

         (b)      Exercise.  Any Optionee may elect to exercise its rights under
                  this Section 3 by its written notice to the  Transferor  given
                  not more than 15  Business  Days  after  receipt of the notice
                  given as required in Section  3(a),  setting out the number of
                  its  Company  Shares  that such  Optionee  desires to transfer
                  pursuant to this Section 3. Thereupon, the Transferor shall be
                  obligated to cause its intended transferee to acquire from the
                  Optionee,  and the Optionee  shall be obligated to transfer to
                  the intended transferee,  on the same terms and conditions and
                  at the same  time as any of the Tag  Shares  are  transferred,
                  (except  that any  Optionee  may elect to  transfer  rights to
                  acquire  Company Shares on the exercise of warrants,  provided
                  that it does not receive any premium  therefor)  the lesser of
                  (A) the number of Company  Shares  specified in the Optionee's
                  notice, or (B) a number of Company Shares equal to the product
                  of a fraction  having as its  numerator  the number of Company
                  Shares that the  Optionee  owns or has the right to acquire on
                  the exercise of warrants and as its  denominator the aggregate
                  of  Company  Shares  that the  Transferor,  and all  Optionees
                  having elected to exercise rights under this Section 3 owns or
                  has  the  right  to  acquire  on  the  exercise  of  warrants,
                  multiplied by the number of Tag Shares.

         (c)      Closing on Tag  Transaction.  Upon the closing of any transfer
                  by an Optionee as contemplated in this Section 3, the Optionee
                  shall  deliver the  instruments  representing  the same,  duly
                  endorsed so as to effect transfer thereof by delivery.

         (d)      Excluded Transfers. A Shareholder Party may Transfer, free and
                  clear of the  provisions  of this  Section 3: (i) any  Company
                  Shares  pursuant  to  an  effective  registration   statement,
                  provided  such  Company   Shares  are  sold  on  a  Recognized
                  Exchange;  and  provided  further  that no  negotiations  have
                  occurred between such Shareholder  Party or its agents and any
                  proposed buyer or their respective  agents,  including without
                  limitation,  an  underwriter;  (ii) such number of its Company
                  Shares as is permitted to be disposed of by "affiliates" under
                  Rule 144 of the U.S. Securities Laws, in each case, subject to
                  the volume  and other  limitations  set forth in Rule 144;  or
                  (iii)  rights  under  warrants  for the  purchase  of  Company
                  Shares.

4.       Provisions Generally Applicable to Transfers.

         (a)      Applicability of Sections 2 and 3. The rights, obligations and
                  restrictions set out in Sections 2 and 3:

                  (i)      apply to Company  Equity  (or, in the case of Section
                           3, to Company  Shares)  presently  owned or hereafter
                           acquired by a Shareholder  Party, or by the successor
                           of any Shareholder Party or a Related Party;

                  (ii)     apply  (subject to the  limitations  of clauses (iii)
                           and  (iv)   below)   to  any   direct   or   indirect
                           disposition,   including,  within  that  concept  and
                           without  limitation,   a  sale,  bequest,   exchange,
                           assignment  or gift,  the  creation  of any  security
                           interest   or  other   encumbrance,   a  transfer  in
                           connection   with   a    receivership,    bankruptcy,
                           insolvency,   dissolution,    liquidation,   judicial
                           determination of incompetency or similar  proceeding,
                           and  any  other  disposition  of  any  kind,  whether
                           voluntary or  involuntary,  and however  accomplished
                           (including,  among  other  means,  by way of  merger,
                           recapitalization,    share    exchange    or    other
                           extraordinary  corporate action),  affecting title to
                           or  possession  of any Company  Equity  ("Transfer");

                  (iii)    do  not  apply  (A)  to  transfers  to be  made  by a
                           Shareholder Party to a Control Affiliate,  or (B) (1)
                           in the case of a transfer  by FondElec or a successor
                           to  FondElec,  to an  entity  that  has as a  general
                           partner,  a Person that is  Controlled  by,  FondElec
                           Group or an entity which  Controls,  is Controlled by
                           or under Common Control with FondElec  Group,  (2) in
                           the case of a transfer by TCW or a successor  to TCW,
                           to an entity that has as a general partner,  a Person
                           that is Controlled by, TCW/Latin America Partners LLC
                           or an entity  which  Controls,  is  Controlled  by or
                           under Common Control with TCW/Latin  America Partners
                           LLC, (3) in the case of a transfer by  Telematica  to
                           an entity that is a Control  Affiliate of Corporacion
                           EDC, C.A. or of C.A. Electricidad de Caracas and, (4)
                           in the case of a transfer  by Glacier or a  successor
                           to Glacier,  to an entity  that has as an  investment
                           advisor,  Fenway  Capital  Ltd.  or an  entity  which
                           Controls,  is Controlled  by or under Common  Control
                           with Fenway  Capital Ltd. (in any case,  such Control
                           having been evidenced to the reasonable  satisfaction
                           of the other Shareholder Parties), or (C) in the case
                           of   Internexus,   to   transfers   of  interests  in
                           Internexus made to a spouse,  or to a relative within
                           the  first  degree  of  consanguinity,  of any of the
                           current holders of Internexus or to trusts or similar
                           estate  planning  vehicles  for the benefit of any of
                           them,  or (D) in the  case  of any of the  D'Ambrosio
                           Parties,  to  transfers  made  to a  spouse  or  to a
                           relative within the first degree of consanguinity, or
                           to trusts or similar estate planning vehicles for the
                           benefit  of  any  of  them  (any   entity  or  person
                           described in this clause (iii),  a "Related  Party");
                           and

                  (iv)     do not apply to the  transfer  of Common  Stock  upon
                           exercise by the  optionee of the  "Diamond D Options"
                           or  of  the   "Continental   LLC  Option"  which  are
                           described in Schedule 1 hereto.

         (b)      Restructure or Disassociation.

                  (i)      If, during the term of this Agreement,  a Shareholder
                           Party  (the  "Proposing  Party")  in  its  reasonable
                           discretion  determines that its continued  investment
                           in the Company and/or the Company's subsidiaries,  as
                           the investment  may be structured  from time to time,
                           exposes the  Proposing  Party to  substantial  claims
                           from  third  parties  or other  legal  or  regulatory
                           process  that  results  in  substantial   burdens  or
                           liability  arising from arrangements or circumstances
                           existing  as of the date  hereof or changes in law or
                           regulation after the date hereof, (a "Trigger Event")
                           then, at the  Proposing  Party's  request,  the other
                           Shareholder  Parties (the  "Responding  Parties") and
                           the  Proposing   Party  shall  exercise   reasonable,
                           diligent  and  timely  efforts to  restructure  their
                           respective  investments  so as to remove or  mitigate
                           the risk of  liability to the  Proposing  Party while
                           preserving the Proposing Party's investment, provided
                           that the  Responding  Parties  need not  agree to the
                           restructuring  if it would (a)  reduce  the rights or
                           preferences that the Responding  Parties had prior to
                           the restructuring,  (b) change the relative aggregate
                           ownership   interests  in  the  enterprise  that  the
                           Responding  Parties  had prior to the  restructuring,
                           (c)   reduce   the   rights  of   representation   or
                           participation   in  corporate   governance  that  the
                           Responding   Parties  enjoy  by  virtue  of  the  CCI
                           Shareholders'  Agreement,  (d) create any substantial
                           liability  on the  Responding  Parties for which that
                           the Proposing Party does not agree to be responsible,
                           (e)  reduce  the  overall  value  of  the  Responding
                           Parties'  investment,  (f)  substantially  reduce the
                           likelihood of a Qualified  Disposition or a Qualified
                           Public  Offering,  or (g) otherwise  adversely affect
                           the  Company,   any   Subsidiary  or  the  Responding
                           Parties, except in immaterial respect.

                  (ii)     If the Proposing Party makes, in its sole discretion,
                           a good faith  determination that a restructuring,  as
                           contemplated  by  the  preceding   paragraph,   would
                           involve terms and conditions  (economic or otherwise)
                           not  satisfactory  to the Proposing  Party,  then the
                           Proposing Party may cease to be obligated to continue
                           funding  the Company or any of its  subsidiaries  and
                           may dispose of the  entirety  of its  interest in the
                           Company (the  "Proponent's  Interest") as provided in
                           the  following  clauses (A) through  (D):  (A) if the
                           Proposing  Party  holds any  direct  equity  right or
                           interest  or an  interest  or  right  convertible  or
                           exchangeable  into an equity interest in a subsidiary
                           of the Company;  the Proposing Party first,  with the
                           good faith  cooperation  of the  Company,  shall have
                           exchanged  such  interest  for  Common  Stock  of the
                           Company  at fair  value (as  determined  pursuant  to
                           Section 12 (b)) or otherwise caused the transferee to
                           acquire  only Common  Stock of the  Company;  (B) the
                           Proposing  Party  shall  negotiate  to dispose of its
                           interest in the following  order,  in each case for a
                           reasonable  time,  first, to the Company,  then, on a
                           pro rata basis, to the other  Shareholder  Parties or
                           such of them as wish to purchase  the entirety of the
                           Proponent's  Interest,   next,  to  the  third  party
                           designated  by the majority of the other  Shareholder
                           Parties,  and  last,  to one or more  third  parties,
                           except  that  if the  transfer  to a third  party  is
                           proposed   to   occur   on   terms   and   conditions
                           substantially  equal or more  favorable  to the third
                           party   than   negotiated   with  any  of  the  other
                           Shareholder   Parties   or   their   designee,    the
                           Shareholder  Parties  may elect to  purchase  at that
                           price,   or  their  designee  may  do  so;  (C)  each
                           transferee of the Proponent's Interest adheres to the
                           CCI  Shareholders'  Agreement  in its  entirety  (and
                           shall  have  the   benefit  of  all  the  rights  and
                           privileges  available  to the  Proposing  Party  with
                           respect  to  its  Company   Equity,   including   the
                           Registration   Rights   Agreement   and   the   other
                           Transaction Documents,  except that if the transferee
                           is a Shareholder Party, it shall not have the benefit
                           of  designating a greater number of directors than it
                           had prior to the transfer);  and (D) each transferee,
                           in the good faith opinion of the Responding  Parties,
                           is  reputable,  creditworthy  and  not a  substantial
                           competitor  of the Company or its  Subsidiaries.  The
                           tag  along  rights   under   Section  3  of  the  CCI
                           Shareholders Agreements shall not apply to a transfer
                           under this Agreement.

                  (iii)    The Parties  acknowledge and agree that the Proposing
                           Party shall have no  liability  to the other  Parties
                           under any  Transaction  Document  for any (i) loss or
                           damages to or suffered by the other  Parties  flowing
                           from the  Proposing  Party's need to  restructure  or
                           sell pursuant to this Section,  or the  restructuring
                           or sale  itself,  or  (ii)  the  consequences  of the
                           restructuring or sale,  including any loss or damages
                           to or suffered by other Parties  flowing from or that
                           result from such  restructuring  or sale, such as the
                           loss  of  funding  commitments  associated  with  the
                           Proposing  Shareholder,  the  loss  of the  Proposing
                           Party's  ability  to  support  the  Company  and  its
                           subsidiaries,  and loss of  reputation  and  prestige
                           associated  therewith,  provided  that the  Proposing
                           Party shall indemnify the Responding  Parties for the
                           reasonable  out-of-pocket  expenses  incurred  by the
                           Responding  Parties,  and any  out-of-pocket  damages
                           against the Responding Parties assessed against them,
                           as a result of claims by third  parties who may bring
                           the   substantial   claims  or  other  legal  process
                           referred to above.  The Parties  further  acknowledge
                           and   agree   that   the    restructuring   or   mere
                           disassociation  of the Proposing  Party from all or a
                           part of its investment as originally  structured will
                           not,  in and of itself,  be or be deemed to result in
                           any  loss  to the  other  Parties  or be  taken  into
                           account in  determining  whether the overall value of
                           the Responding  Parties'  investment has been reduced
                           for purposes of clause (e) of the first  paragraph of
                           this Section.

                  (iv)     In no event shall the  Proposing  Party be liable for
                           damages other than direct out-of-pocket  damages, and
                           therefore will not be  responsible  for other damages
                           such  as loss of  profits,  indirect,  consequential,
                           special or punitive damages.

                  (v)      If a Qualified  Disposition  Event occurs at any time
                           after a Trigger Event,  then, except for transactions
                           previously  consummated  under this Section 4(b), the
                           right to  restructure  under Section  4(b)(i) and the
                           right to dispose under Section  4(b)(ii) will expire,
                           but not the other  rights  under this  Section  4(b),
                           including  the right to cease  funding  under Section
                           4(b)(ii) and the provisions of Sections 4(b)(iii) and
                           4(b)(iv).

         (c)      Acknowledgment  of  Agreement  Required.  Prior to making  any
                  Transfer  of  Company  Equity to a Related  Party  other  than
                  pursuant to the provisions of paragraph 3(d), the transferring
                  Shareholder  Party shall cause the transferee to execute,  and
                  deliver  to each  other  Party,  a copy of this  Shareholders'
                  Agreement so as to bind the transferee as a Shareholder  Party
                  for all  purposes  of  this  Shareholders'  Agreement,  and to
                  assume  all  of  the   obligations   and  liabilities  of  the
                  transferring Shareholder Party, from and after the date of the
                  Transfer.

         (d)      Certain  Transfers  Void.  Any  purported  Transfer of Company
                  Equity  contrary to this Agreement shall be null and void, and
                  the  Shareholder  Parties  shall  cause  the  Company  not  to
                  recognize the Transfer.

5.       Formation of Board of Directors. The Parties shall take such actions as
         are  necessary  or  appropriate  so that upon the  Closing the board of
         directors of the Company  ("Board of Directors") is constituted of five
         members and, as promptly as  practicable  following  the  Closing,  the
         Company's  Articles of Incorporation  are amended so as to provide that
         the Board of Directors  shall be  constituted  of ten members.  At each
         election of directors,  each  Shareholder  Party shall vote its Company
         Shares for the  election  as members of the Board of  Directors  of the
         following:

         (a)      one person,  while the Board of  Directors is  constituted  of
                  five members, and two persons,  when the Board of Directors is
                  constituted of ten members,  designated by FondElec,  Pegasus,
                  FESGF and, if any, the immediate or  subsequent  Related Party
                  transferees  thereof,  as they may agree among themselves (the
                  "FondElec Group");

         (b)      one person,  while the Board of  Directors is  constituted  of
                  five members, and two persons,  when the Board of Directors is
                  constituted of ten members,  designated by Internexus, and, if
                  any, the  immediate or subsequent  Related  Party  transferees
                  thereof,  as they may agree among  themselves (the "Internexus
                  Group");

         (c)      one person,  while the Board of  Directors is  constituted  of
                  five members, and two persons,  when the Board of Directors is
                  constituted of ten members, designated by the Estate of George
                  S.  D'Ambrosio,  Lance  D'Ambrosio and Troy D'Ambrosio and, if
                  any, the  immediate or subsequent  Related  Party  transferees
                  thereof as they may agree among  themselves  (the  "D'Ambrosio
                  Group");

         (d)      one person,  while the Board of  Directors is  constituted  of
                  five members, and two persons,  when the Board of Directors is
                  constituted of ten members,  designated by Telematica  and, if
                  any, the  immediate or subsequent  Related  Party  transferees
                  thereof,  as they may agree among  themselves (the "Telematica
                  Group"); and

         (e)      one person,  while the Board of  Directors is  constituted  of
                  five members, and two persons,  when the Board of Directors is
                  constituted of ten members, designated by TCW and, if any, the
                  immediate or subsequent Related Party transferees  thereof, as
                  they may agree among themselves (the "TCW Group").

                  Each Shareholder Party agrees to vote its Company Shares,  and
         take such other actions as are necessary, so as to elect and thereafter
         continue in office as members of the Board of Directors  the  designees
         set forth above (the "Designated Directors", each group of shareholders
         described in any of Sections  5(a) through 5(e) being  referred to as a
         "Group").  Further,  as to each of IFC and Glacier,  so long as it does
         not Transfer  (other than  pursuant to Section  4(a)(iii))  any Company
         Equity  received  pursuant  to  the  transactions  contemplated  by the
         Participation Agreement, it shall be entitled to receive notices of all
         meetings of the Board of Directors,  and copies of the minutes thereof,
         and be  permitted  to designate a person from time to time by notice to
         the  Company to be present so as to observe  (but not  participate  in)
         such meetings.

                  Immediately  prior to any Qualified Public Offering (or, if no
         Qualified Public Offering has occurred prior to the seventh anniversary
         of the Closing,  immediately  prior to such seventh  anniversary),  the
         Shareholder  Parties shall take all actions necessary or appropriate so
         that the terms of the members of the Board of Directors  are  staggered
         in a manner such that four  directors  serve  three-year  terms,  three
         directors  serve  two-year  terms and three  directors  serve  one-year
         terms,  and so that one director  designated by each of the  Internexus
         Group,  the Telematica  Group,  the TCW Group and the D'Ambrosio  Group
         comprise  the  directors   serving   three-year  terms,  two  directors
         designated by the FondElec  Group,  and one director  designated by the
         Telematica  Group,  comprise the directors  serving two-year terms, and
         one director  designated by each of the Internexus Group, the TCW Group
         and the D'Ambrosio Group comprise the directors serving one-year terms.

6.       Corporate Governance.

         (a)      Ordinary Matters.  The Board of Directors of the Company shall
                  make all decisions  with respect to the business or operations
                  of the  Company  by a simple  majority  vote of the  directors
                  present  at a meeting  duly  called and  continuing  as to all
                  matters, except that, as to those matters described in Section
                  6(b) through  Section  6(e),  the Company shall take no action
                  with  respect  thereto  until it has  obtained the approval as
                  described in those sections.

         (b)      Extraordinary  Matters. The Company shall not proceed with any
                  of the following matters unless a director  designated by each
                  of the number of Groups indicated following the description of
                  the matter are among the directors approving the matter:

                  (i)      the selection of the persons to fill the positions of
                           chief executive  officer,  chief  technical  officer,
                           chief operating  officer and chief financial  officer
                           of  the   Company   or  any   Subsidiary,   and   the
                           continuation  of any  of  such  person  in his or her
                           position  after any  Shareholder  Party has expressed
                           reservations,  set out in writing and with reasonable
                           substantiating  information  supporting its position,
                           to the effect that the person has failed to carry out
                           the duties of the  position  in a  competent  manner,
                           three Groups;

                  (ii)     the adoption of an annual budget for the operation of
                           the  Company  and  its   Subsidiaries   (the  Parties
                           confirming  their  agreement  to the  adoption of the
                           Budget attached to the Participation Agreement as the
                           budget  for the 12 month  period  following  the date
                           hereof and confirming  also that (1) while the Budget
                           assumes    greenfield    development   of   expansion
                           opportunities,  if any  such  opportunities  can more
                           efficiently be carried out by  acquisition,  they are
                           agreeable to an  acquisition  structure  and that (2)
                           each   budget   shall   include   a   provision   for
                           transactions   not   specifically   foreseen  in  the
                           budget),  or  the  approval  of  any  transaction  or
                           related series of  transactions,  not provided for in
                           the  current  budget or that  varies from the current
                           budget by a significant  degree,  including,  without
                           limitation:

                           (A)      entering    into   or   amending    Material
                                    Contracts,  except for those that substitute
                                    for earlier contracts or licenses on similar
                                    terms;

                           (B)      making   capital   expenditures   or   other
                                    investments  (a  variance of 10% of budgeted
                                    cost,  or, if less,  $500,000,  being deemed
                                    significant);

                           (C)      disposing  of any assets (a  variance of 10%
                                    of the  budgeted  disposition  value  or, if
                                    less, $500,000, being deemed significant);

                           (D)      incurring any debt or granting any guarantee
                                    or lien for fair value (a variance of 10% of
                                    budgeted  principal or guaranteed or secured
                                    amount, or, if less, $500,000,  being deemed
                                    significant);

                           (E)      entering  into a  merger,  consolidation  or
                                    other  restructuring,  or a  joint  venture,
                                    profit   sharing    agreement   or   similar
                                    arrangement   in  any  case   other  than  a
                                    Transaction   Resulting   in  a  Change   of
                                    Interest;

                           (F)      issuing  or failing  to issue  dividends  or
                                    making pro rata stock  repurchases  or other
                                    prorata distributions; and

                           (G)      engaging in any  business  activity  outside
                                    the scope of  business  contemplated  in the
                                    then current budget,

                           (H)      entering into any  transaction  described in
                                    subsections  (B),  (C)  and  (D)  above  not
                                    provided  for  in  the  current   budget  or
                                    varying  therefrom in any amount which would
                                    cause the aggregate variance with respect to
                                    such transactions to exceed $1,000,000.

                           or the decision to decline any corporate  opportunity
                           that is identified in the then current  budget,  four
                           Groups;

                  (iii)    issuing  securities  for fair  value,  three  Groups;
                           unless the same  constitutes a Transaction  Resulting
                           in a Change of  Interest,  in which case  approval as
                           provided  in Section  6(b)(vi)  or  6(c)(i)  shall be
                           required;

                  (iv)     the  adoption  of a change in  accounting  principles
                           affecting  the  Company  or any  Subsidiary  having a
                           significant  effect on financial  results,  except to
                           the extent  required by GAAP or Applicable  Law, four
                           Groups;

                  (v)      the approval to conduct a Qualified  Public Offering,
                           four  Groups,   unless  the  purchase  price  of  the
                           Company's  securities  in such  offering  evidences a
                           value per share of Common Stock  (taking into account
                           the number of shares issuable in connection with such
                           offering  and  all  warrants  and  options  remaining
                           outstanding  upon the  effectiveness of the offering)
                           equal to or greater than the Target  Value,  in which
                           case the number of Groups shall be three;

                  (vi)     a  Transaction  Resulting  in a Change of Interest or
                           the sale of all or substantially all of the assets of
                           the Company or any  Subsidiary,  provided  that, as a
                           result thereof,  the Shareholder Parties Transfer all
                           of  their  Company  Equity,  and  each  receives,  in
                           consideration  thereof,  a  prorata  portion  of cash
                           and/or Publicly Traded  Securities,  four Groups,  if
                           the value per share of Common  Stock as  evidenced by
                           such  transaction   (taking  into  consideration  the
                           number  of shares  issuable  in  connection  with the
                           transaction  and all warrants  and options  remaining
                           outstanding    upon   the    effectiveness   of   the
                           transaction)  is less than the Target Value, or three
                           Groups, if such value per share equals or exceeds the
                           Target Value.

         (c)      Consensus  Matters.  The Company shall not proceed with any of
                  the  following  matters  unless a director  designated by each
                  Group is among the directors  approving the matter as provided
                  in Section 6(a):

                  (i)      a Transaction  Resulting in a Change of Interest or a
                           Transfer of all or substantially all of the assets of
                           the   Company  or  any   Subsidiary   other  than  as
                           contemplated in Section  6(b)(v) or 6(b)(vi),  or any
                           fundamental  change in the nature of the  business of
                           such company;
                  (ii)     any  transaction  with any person or entity  having a
                           significant  relationship with any Shareholder Party,
                           other than on a reasonably arms' length basis;

                  (iii)    the   appointment  or  removal  of  the   independent
                           auditors  of the  Company  or any  Subsidiary,  which
                           should, in any case, be an internationally recognized
                           accounting firm;

                  (iv)     the  issuing  of any  securities  other than for fair
                           value,  or the  taking of any  action  that  creates,
                           increases  or reduces a  preference  for one or more,
                           but not all,  series or classes  of capital  stock of
                           the Company or any Subsidiary;

                  (v)      increases  or  decreases  in the size of the Board of
                           Directors  in a manner  that  affects  the  rights of
                           representation set forth in this Agreement;

                  (vi)     incurring   any   debt,   granting   any   guarantee,
                           transferring  assets or  permitting  any  Encumbrance
                           thereon,  or acting as a surety or guarantor  for any
                           third  party,  in any such case  other  than for fair
                           value received;

                  (vii)    making stock repurchases or other distributions other
                           than on a prorata basis;

                  (viii)   taking any action that would amend, modify or restate
                           the  Articles  of  Incorporation  or  Bylaws  of  the
                           Company or any Subsidiary or entering into any voting
                           or management  agreement  regarding the governance of
                           any  Subsidiary  other  than to effect a  transaction
                           expressly provided for in Section 6(b); and

                  (ix)     the  determination to cease to be a reporting company
                           under the provisions of the United States  Securities
                           and Exchange Act of 1934, as amended.

         (d)      Related Party  Transactions.  If a transaction is sought to be
                  approved  that  will  significantly  benefit  or  involve  any
                  Shareholder  Party or any  Affiliate of a  Shareholder  Party,
                  then,  in addition to the  approval  requirements  that may be
                  applicable  pursuant  to  Sections  6(a),  6(b),  or 6(c),  as
                  appropriate, that matter will also require the approval of one
                  director  designated  by each  Group  constituting  a majority
                  (without taking into account any Group having any relationship
                  to the transaction being approved).

         (e)      Calling of Meetings.  The Board of Directors will not consider
                  any matter at a given meeting unless such matter was described
                  in sufficient  detail to give reasonable notice thereof in the
                  notice  of  that  meeting,  or  unless  Designated   Directors
                  corresponding to all the Groups are present at the meeting and
                  agree that the matter should be taken up.

         (f)      Governance  of  Subsidiaries.  The  Company  will  cause  each
                  controlled  Subsidiary  to refrain from taking any action that
                  is described in Sections 6(a), 6(b) or 6(c) above,  unless and
                  until the action has been  approved by the Board of  Directors
                  in the manner described in the appropriate section.

         (g)      Advisory  Agreements.  Promptly and  diligently  following the
                  Closing,  the Company shall  negotiate (i) with Telematica the
                  terms and conditions of a definitive  agreement  providing for
                  an experienced and skilled person  designated by Telematica to
                  act  as  the  Company's  advisor  with  respect  to  strategic
                  planning,  and (ii)  with TCW the terms  and  conditions  of a
                  definitive  agreement providing for an experienced and skilled
                  person  designated by TCW to act as the Company's advisor with
                  respect to technical  matters,  in each case  providing  for a
                  term continuing until a Qualified  Disposition occurs or until
                  the third  anniversary of a Qualified  Public Offering (or, if
                  earlier, until the fifth anniversary of the Closing Date), and
                  in the case of Telematica,  providing for annual  compensation
                  not greater  than  $135,000  and,  in the case of TCW,  annual
                  compensation commensurate with the advisor's scope of work.

         (h)      Interest  in  CCI  Salvador.  As  of  the  completion  of  the
                  transactions  contemplated by the  Participation  Agreement to
                  occur on the Subsequent  Closing with respect to CCI Salvador,
                  Fondelec  will hold (i) the Salvador  Note (having a remaining
                  principal  balance  of  U.S.$1,269,491),  (ii)  27.87%  of the
                  issued  and  outstanding  common  stock of CCI  Salvador  (the
                  rights therein being affected by the transfer of voting rights
                  pursuant to, and  FondElec  having the other  obligations  and
                  rights as provided in, the Salvador Shareholders'  Agreement),
                  (iii) rights under a certain Special  Shareholders'  Agreement
                  dated as of December 10, 1998, and (iv) rights under a certain
                  Warrant   granted  by  CCI   Salvador   dated  March  3,  1999
                  (collectively the "FondElec Salvador Interests").  The Parties
                  acknowledge  and  agree  that  it is  in  the  Company's  best
                  interests that the FondElec Salvador  Interests be transferred
                  to the Company for fair  consideration,  and the Shareholder's
                  Parties  agree  further  to cause  the  Company  to  negotiate
                  diligently  and in good  faith  with  FondElec  the  terms and
                  conditions for such  transfer,  and FondElec also agrees so to
                  negotiate,  with an aim that the  closing of such  transaction
                  should occur  simultaneously with the expiration of the period
                  provided  for  the  exercise  of  options   under  the  Option
                  Agreement.  This Section 6(i) should be  interpreted  to be an
                  expression  of intent  only,  and a  commitment  to  negotiate
                  diligently and in good faith,  the  obligations of the Company
                  to acquire the FondElec Salvador Interests, and of FondElec to
                  transfer  the  same,  being  set out,  if at all,  only in the
                  definitive  documentation between them incorporating the terms
                  and  conditions to such transfer as are  acceptable to them in
                  their discretion.

         (i)      No Waiver. No provision of Section 6 shall be deemed to waive,
                  abrogate or otherwise  modify any  dissenters'  rights granted
                  under  state law to the  holders  of Company  Equity,  if such
                  holders do not vote in favor of that matter.

         (j)      Increasing  Authorized  Shares.  The Parties agree that if the
                  number of the  Company's  authorized  and  unissued  shares of
                  Common  Stock or other  authorized  securities  shall  ever be
                  insufficient   to  permit  the  Company  to  satisfy  (i)  its
                  obligation to issue Indemnity  Shares pursuant to Section 7 of
                  the Participation Agreement,  (ii) its obligation to issue and
                  deliver any  securities  upon the  exercise  by a  Shareholder
                  Party  of  any  Share   Rights  or  (iii)  to  satisfy   other
                  obligations  to any  Shareholder  Party,  they shall take such
                  actions (and,  with respect to the Shareholder  Parties,  cast
                  such votes or grant such  consents)  as shall be  required  to
                  amend the Company's  Articles of Incorporation to increase (as
                  necessary)  the  number of  shares  of  Common  Stock or other
                  securities,  as appropriate which the Company is authorized to
                  issue.

7.       Removal of Directors. Neither the Company nor any Shareholder Party may
         attempt to remove a Designated Director unless the Group who designated
         such Designated Director so votes, and if such Group so votes, then the
         other Shareholder  Parties shall likewise so vote, except that if there
         is just cause to remove a Designated Director, because of improper acts
         or  similar  reason,  the  Designated  Director  may be  removed.  If a
         Designated  Director ceases to serve as a director for any reason,  the
         vacancy resulting thereby shall be filled as promptly as practicable by
         the Board of Directors in a manner  consistent  with the  provisions of
         this Agreement.

8.       Fiduciary  Obligations.  The Shareholder  Parties  acknowledge that any
         person who serves as a director of the Company  will be  obligated as a
         fiduciary to the Company and its shareholders,  as is more specifically
         provided  by the  corporate  statutes  of the  State of  Nevada,  which
         require  that  directors  satisfy  a duty of care  and  loyalty  to the
         corporation on whose board they serve.

9.       Joint Sale  Agreement.  If any third party offers to acquire all of the
         Company  Equity  of all  of the  Shareholder  Parties,  in a  bona-fide
         arm's-length  transaction  for  cash  consideration  in  United  States
         Dollars, which transaction evidences that the value per share of Common
         Stock   (taking  into  account  all  warrants  and  options   remaining
         outstanding  upon the  effectiveness of the transaction) is equal to or
         greater than the Target Value, and after reasonable  consultation among
         such Shareholder  Parties three out of Telematica,  TCW, the D'Ambrosio
         Parties,  FondElec and Internexus  agree to such transaction (or if the
         transaction evidences that such value per share is less than the Target
         Value, four out of Telematica,  TCW, the D'Ambrosio Group, FondElec and
         Internexus agree to such transaction),  all of the Shareholder  Parties
         shall be obligated to  participate in the  transaction,  and shall with
         respect  to itself  cause the same to  occur,  provided  that the third
         party acquires all of the Company Equity of each  Shareholder  Party on
         the same terms and conditions each as the other,  and at the same time.
         Without  limiting  the  obligation  of the  Parties to  consummate  the
         transaction  described  in the  foregoing  section,  the  Parties  will
         consult  reasonably  with each other in  connection  with the timing of
         such transactions.

10.      Cooperation  with an  Underwriting.  If the Board of  Directors  of the
         Company,  acting in the manner provided for in Section 6(a) and clauses
         (v) or (vi) of Section 6(b), or the  Shareholder  Parties acting in the
         manner  provided  for in Section 9,  determine  to proceed with a given
         transaction,  all the Shareholder  Parties shall cooperate as necessary
         or  appropriate to cause such  transaction to be effective,  including,
         without  limitation,  cooperating  with  the  requirements  of the lead
         underwriter in any connection with any Qualified Public Offering.

11.      Option to Sell or Purchase Interest in Subsidiaries.

         (a)      Right to  Election.  If the Board of Directors of the Company,
                  acting in the manner  provided  for in Section 6(a) and clause
                  (v) or (vi) of Section 6(b), or the Shareholder Parties acting
                  in the manner  provided  for in Section 9,  determine to carry
                  out a  transaction  that  they  anticipate  will  result  in a
                  Qualified  Disposition  and if at that time,  Telematica has a
                  50% or greater  equity  interest  in any  Subsidiary  or has a
                  right, whether by conversion of debt or otherwise,  to acquire
                  a 50% or  greater  equity  interest  in any  subsidiary  (such
                  equity  or right to  acquire  being  herein  referred  to as a
                  "Shareholder Interest"),  the Company shall provide Telematica
                  a written notice of the Company's good faith estimation of the
                  value  of  the  aggregate  of  all  equity  interests  in  the
                  Subsidiary (the "Subsidiary  Value").  Within 20 Business Days
                  following  receipt of such  notice,  Telematica  shall make an
                  irrevocable  election,  by its written  notice to the Company,
                  either  to  purchase  the  Company's  equity  interest  in the
                  Subsidiary (the "Company Interest"), or to sell to the Company
                  the  Shareholder  Interest  in the  Subsidiary,  in each  case
                  pursuant to this Section 11 (the "Put-Call  Notice").  If that
                  20 Business Day period  elapses  without  Telematica's  having
                  delivered  a  Put-Call  Notice,  it  shall be  deemed  to have
                  irrevocably  elected to sell to the  Company  the  Shareholder
                  Interest, and a Put-Call Notice to that effect shall be deemed
                  to have been given on the close of business of the 20th day of
                  such period.

         (b)      Election  to  Purchase.  If  Telematica  makes an  election to
                  purchase the Company Interest,  the Company shall be obligated
                  to sell, and Telematica shall be obligated to purchase, all of
                  the Company  Interest  for an amount equal to the product of a
                  fraction  having  as its  numerator  the  number  of shares of
                  common stock to which the Company Interest is equivalent,  and
                  as its  denominator the total number of shares of common stock
                  of the Subsidiary to which the Subsidiary's equity then issued
                  and  outstanding is  equivalent,  multiplied by the Subsidiary
                  Value  ("Company  Sale  Price"),   and  Telematica   shall  be
                  obligated  to  purchase  all of the Company  Interest  for the
                  Company Sale Price, payable in cash in United States Dollars.

         (c)      Election to Sell. If Telematica  makes an election to sell the
                  Shareholder Interest,  then, the Company shall be obligated to
                  purchase,  and  Telematica  shall be  obligated  to sell,  the
                  Shareholder  Interest  simultaneously  with the closing of the
                  Qualified Disposition that was contemplated when the notice of
                  the  Subsidiary  Value was given (the "Exit  Closing"),  for a
                  consideration  ("Company Purchase  Consideration")  equal to a
                  fraction of each item of consideration received by the Company
                  at the Exit Closing, which fraction:

                  (i)      has as its  numerator  the  product  of the number of
                           shares of common  stock to which the  Owner's  equity
                           interest in the  Subsidiary is equivalent  multiplied
                           by the Subsidiary Value; and

                  (ii)     as its denominator the product of the total number of
                           shares of common stock of the Subsidiary to which the
                           Subsidiary's  equity then issued and  outstanding  is
                           equivalent   multiplied   by   the   value   of   the
                           consideration received at the Exit Closing,

                  and the Owner  shall be  obligated  to sell to the Company the
                  Shareholder Interest for such consideration.

         (d)      Purchase and Sale Agreement. The Company and Telematica shall,
                  beginning  upon the giving of the Put-Call  Notice,  negotiate
                  diligently  and in good  faith the terms and  conditions  of a
                  definitive  agreement  providing  for the purchase and sale of
                  the relevant interest in a Subsidiary, with an aim to entering
                  into  such  definitive   agreement  within  30  calendar  days
                  following the Put-Call  Notice.  Such agreement  shall include
                  provisions consistent with the foregoing:

                  (i)      the selling  party shall have no  obligation  to make
                           any  representations  or warranties to the purchasing
                           Party  with  respect  to  the  assets,   liabilities,
                           business or prospects of the Subsidiary;

                  (ii)     the   respective   obligations  of  the  Company  and
                           Telematica  to buy or sell  shall  be  unconditional,
                           except that:

                           (A)      a Party's  performance  shall  depend on the
                                    other  Party's  delivery of the  appropriate
                                    consideration;

                           (B)      in the case of a transaction as described in
                                    Section 11(b),  Telematica may condition its
                                    obligation to purchase on the  occurrence of
                                    the Exit Closing within six months following
                                    the giving of the Put-Call Notice, and

                           (C)      in the case of a transaction as described in
                                    Section  11(c),   each  party's   respective
                                    obligations  shall  be  conditioned  on  the
                                    occurrence  of the Exit  Closing  within six
                                    months  following the giving of the Put-Call
                                    Notice;

                  (iii)    the closing of the  purchase and sale of the relevant
                           interest shall occur:

                           (A)      in the case of a transaction as described in
                                    Section 11(b),  within 60 days following the
                                    giving of the  Put-Call  Notice,  or, if the
                                    occurrence   of  the  Exit   Closing   is  a
                                    condition  to  Telematica's   obligation  to
                                    purchase, on the Exit Closing, and

                           (B)      in the case of a  transaction  described  in
                                    Section 11(c),  simultaneously with the Exit
                                    Closing; and

                  (iv)     the   respective   obligations  of  the  Company  and
                           Telematica to buy or sell shall be  terminated  prior
                           to  the  closing  of the  purchase  and  sale  of the
                           relevant interest:

                           (A)      in the case of a transaction as described in
                                    Section 11(b), if Telematica has conditioned
                                    its   obligations   to   purchase   on   the
                                    occurrence of the Exit Closing, if the Board
                                    of  Directors of the Company  determines  to
                                    abandon    the    transaction    that    was
                                    contemplated  at  the  time  the  notice  of
                                    Subsidiary  Value was given as  provided  in
                                    Section 11(a), and

                           (B)      in the case of a transaction as described in
                                    Section 11(c),  if the Board of Directors of
                                    the Company makes such determination; and

                  (v)      if,  in the case of a  transaction  as  described  in
                           Section  11(b),   Telematica  has   conditioned   its
                           obligation  to  purchase  on an Exit  Closing,  then,
                           simultaneously with the execution of the purchase and
                           sale agreement:

                           (A)      Telematica  shall  deliver to the  Company a
                                    commitment  of  Corporacion  EDC,  C.A.,  or
                                    other  instrument  reasonably  acceptable to
                                    the  Company,  in  support  of  Telematica's
                                    obligation  to pay the  Company  Sale Price;
                                    and

                           (B)      the Company shall  deposit the  certificates
                                    evidencing  the  Company  Interest  with  an
                                    escrow agent  reasonably  acceptable to both
                                    Telematica and the Company,  as security for
                                    its obligation to sell the Company Interest;

                  and  otherwise  the  purchase and sale  agreement  shall be on
                  terms as are customary in similar transactions. The provisions
                  of this Section  11(d) shall not limit the  obligation  of the
                  Parties to effect the  transaction  described in Section 11(b)
                  and 11(c).

12.      Exchange of Subsidiary Interests. The provisions of this Section 12 are
         intended to apply to  Telematica's  interest in any Subsidiary in which
         it has a less than 50% interest (whether the same is an equity interest
         or a right,  by conversion  of debt or otherwise,  to acquire an equity
         interest),  upon the  occurrence  of a  Qualified  Disposition,  and to
         Telmatica's  interest in any Subsidiary  (whether the same is an equity
         interest or a right, by conversion of debt or otherwise,  to acquire an
         equity  interest)  from and after the  expiration of any lock-up period
         imposed by the Company's underwriter upon the occurrence of a Qualified
         Public Offering  through the third  anniversary of the Qualified Public
         Offering (any such interest being  hereafter  referred to as a "Roll-Up
         Interest" and the time at or during which this Section 12 applies being
         hereafter referred to as the "Applicable Time").

         (a)      Agreement  to  Exchange.  At or during  the  Applicable  Time,
                  Telematica  may require that the Company  acquire the entirety
                  of any Roll-Up Interest by exchanging the Roll-Up Interest for
                  Common  Stock,  according  to the fair value that the  Roll-Up
                  Interest   represents   to  the  fair  value  of  the  Company
                  ("Exchange   Percentage")  as  determined  in  Section  12(b).
                  Telematica shall provide the Company with reasonable notice of
                  its intent to  exercise  its rights  under  this  Section  12,
                  taking into account the time  necessary for the  determination
                  of fair values as provided for in Section 12(b).

         (b)      Determination of Exchange Percentage.  The Exchange Percentage
                  shall be  determined as of the date of closing of the exchange
                  transaction  provided  for in Section  12(a)  according to the
                  following  method:  (A)  first,  the  Company  shall,  at  its
                  expense,   engage  an  investment   advisor  of  international
                  reputation  as  selected  by the  Company,  to  determine  the
                  Exchange   Percentage;   (B)  second,  if  the  value  is  not
                  acceptable to Telematica,  it shall, at its expense, engage an
                  investment advisor of international  reputation as selected by
                  Telematica, to determine the Exchange Percentage,  and if that
                  value is within 10% of the value determined in the first step,
                  then the  average of the two values  obtained in the first and
                  second steps shall be the Exchange Percentage;  and (C) third,
                  if the value  determined  in the second step is not within 10%
                  of  the  value  determined  in  the  first,  the  Company  and
                  Telematica  shall  select  a  third   investment   advisor  of
                  international  reputation,  whose  fees  will be paid in equal
                  parts  by  the  Company  and  Telematica,   and  the  Exchange
                  Percentage  shall be the  average  of the two  nearest  values
                  obtained in the first, second or third steps.

         (c)      Exchange  Transaction.  Upon the  occurrence  of the Qualified
                  Dispositions  (or, if the  exchange  occurs  after a Qualified
                  Public  Offering,  promptly  following  the  determination  of
                  Exchange Percentage),  the Company shall issue to Telematica a
                  number of shares of Common Stock that correspond  (taking into
                  account such issuance) to the Exchange  Percentage.  The issue
                  shall be without  warranty except for customary  warranties as
                  to authorization and title.

13.      Successors and Assigns.  Except as otherwise expressly provided herein,
         this  Agreement  shall bind and inure to the benefit of the Parties and
         their respective  successors or heirs and personal  representatives and
         permitted  assigns.  The  Parties  express  their  intention  that this
         Agreement  is entered  into for the benefit of the  Parties  hereto (or
         their respective  successors or permitted  assigns),  and that no other
         person  shall be or be deemed to be a  third-party  beneficiary  of any
         Party's rights under this Agreement.

14.      Relationship  to  Agreement.   This  Agreement   supersedes  all  prior
         arrangements  or  understandings  with  respect to the  subject  matter
         hereof, including the Prior Agreement, and the Parties that are parties
         thereto confirm that the same is terminated and of no further force and
         effect.  The  entering  into of this  Agreement  is one of a series  of
         transactions contemplated to occur under the Participation Agreement.

15.      Notices.  All  notices,  requests,  consents  and other  communications
         hereunder to any party shall be deemed to be sufficient if contained in
         a written  instrument  delivered in person,  by telecopy or  recognized
         international  courier,  addressed or  telecopied  to such party at the
         address or telecopier number set forth in the Participation  Agreement,
         or  such  other  address  or  telecopier  number  as may  hereafter  be
         designated  in writing by the  addressee  in a notice  complying  as to
         delivery with the terms of this Section 15.

                  All such notices, requests,  consents and communications shall
         be deemed to have been  given (a) in the case of  personal  or  courier
         delivery,  on the date of actual delivery,  or (b) in the case of telex
         or telecopier  transmission,  on the date on which the sender  receives
         machine confirmation of such transmission.

16.      Changes. The terms and provisions of this Agreement may not be modified
         or amended,  or any of the  provisions  hereof  waived,  temporarily or
         permanently,  except pursuant to express written agreement  executed by
         all the Parties.

17.      Confidentiality.  Each Party will hold in confidence  and not disclose,
         and cause its Affiliates, employees and agents (and, in the case of IFC
         and Vision,  their observers  designated pursuant to Section 5) to hold
         in confidence and not disclose, all of the Confidential  Information of
         each other  Shareholder  Party or the Company or any  Subsidiary or any
         affiliate  of the other,  and refrain  from using any such  information
         except  in   furtherance  of  the  business  of  the  Company  and  its
         Subsidiaries.  As used  herein,  "Confidential  Information"  means any
         information  concerning  the  business  and affairs of any  Shareholder
         Party or their Affiliates or of the Company or its Subsidiaries that is
         not already known by or generally available to the public. If any Party
         is requested or required (by oral  question or request for  information
         or documents in any legal proceeding,  interrogatory,  subpoena,  civil
         investigative  demand, or similar process) to disclose any Confidential
         Information,  that Party will notify the others promptly of the request
         or requirement  so that the others may seek an  appropriate  protective
         order or waive compliance with the provisions of this Section.

18.      Term. This Agreement is effective from and after the Closing, and shall
         continue  in  effect  until  the  earlier  to  occur  of (a) the  tenth
         anniversary of the Closing (except,  that IFC, by its written notice to
         the  other  Parties  delivered  prior to the fifth  anniversary  of the
         Closing,  may elect that the  Agreement  should  expire as to itself on
         such fifth anniversary; provided, however, that any Transfer of Company
         Shares by IFC after such  expiration  but prior to  termination of this
         Agreement shall be subject to a right of first refusal (i.e.,  prior to
         Transfer  IFC  shall  first  receive a bona fide  offer,  notify  other
         Parties  of the terms and  conditions  thereof  and  provide  the other
         Parties  the right to  acquire  such  Company  Equity on such terms and
         conditions  for a  period  of at  least 45  days))  or (b) a  Qualified
         Disposition.  If a Qualified Public Offering occurs, (a) the provisions
         of  Sections 5, 6, 7, 9 and 10 shall be of no force and effect from and
         after the  happening of a Qualified  Public  Offering  (except that the
         advisory  agreements  entered  into  pursuant  to  Section  6(h)  shall
         continue  for the  term  provided  for in such  section),  and (b) this
         Agreement   shall   otherwise   continue  in  effect  until  the  third
         anniversary  of  the  Qualified  Public  Offering.   Upon  the  seventh
         anniversary of the Closing, the provisions of Section 5, 6, 7, 9 and 10
         shall  be  of  no  further  force  and  effect.   Notwithstanding   any
         termination  pursuant to Section 18, the provisions of Section 17 shall
         continue for a period of two years following such termination.

19.      Counterparts.   This  Agreement  may  be  executed  in  any  number  of
         counterparts,  and  each  such  counterpart  shall be  deemed  to be an
         original   instrument,   but  all  such  counterparts   together  shall
         constitute but one agreement.

20.      Headings.  The headings of the various  sections of this Agreement have
         been inserted for convenience of reference only and shall not be deemed
         to be part of this Agreement.

21.      Severability.  Any  provision of this  Agreement  that is prohibited or
         unenforceable in any jurisdiction  shall, as to such  jurisdiction,  be
         ineffective to the extent of such prohibition or unenforceability. Such
         prohibition  or  unenforceability  in any one  jurisdiction  shall  not
         invalidate  or  render   unenforceable  such  provision  in  any  other
         jurisdiction.

22.      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
         relating 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,  the parties hereto have executed this Agreement as
of the date first above written.

                                         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:
                                                --------------------------------

                                         FONDELEC GROUP, INC.

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

                                         PEGASUS FUND, L.P.

                                         By: Pegasus Management Corp.
                                         Its: General Partner

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

                                         INTERNEXUS S.A.

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

                                            /s/ Lance D'Ambrosio
                                         ---------------------------------------
                                         Lance D'Ambrosio

                                            /s/ Troy D'Ambrosio
                                         ---------------------------------------
                                         Troy D'Ambrosio


                                         ESTATE OF GEORGE S. D'AMBROSIO

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



                                   Schedule 1

          List of Securities Issued by Convergence Communication, Inc.