PARTICIPATION AGREEMENT

                                      among

                        CONVERGENCE COMMUNICATIONS, INC.,
                 a Nevada, United States of America corporation,

                              TELEMATICA EDC, C.A.,
                         a Venezuelan compania anonima,

                              TCW/CCI HOLDING LLC,
                      a Delaware limited liability company,

                       INTERNATIONAL FINANCE CORPORATION,
       an international organization established by Articles of Agreement
                           among its member countries

                           GLACIER LATIN-AMERICA LTD.,
             a British Virgin Islands International Business Company

                 FONDELEC ESSENTIAL SERVICES GROWTH FUND, L.P.,
                  a Cayman Islands exempt limited partnership,

                                INTERNEXUS S.A.,
                         an Argentine sociedad anonima,

                                       and

                        LANCE D'AMBROSIO, TROY D'AMBROSIO
                                     and the
                         ESTATE OF GEORGE S. D'AMBROSIO




                             Dated: October 15, 1999


<PAGE>

                                 TABLE OF CONTENTS

                                                                            Page


1.       Definitions...........................................................2

2.       The Transactions......................................................2
         (a)      The Transactions.............................................2
         (b)      The Closing and the Subsequent Closing.......................6
         (c)      Deliveries at the Closing....................................6
         (d)      Deliveries at the Subsequent Closing.........................9

3.       Representations and Warranties of Investors..........................10
         (a)      Organization of the Investors...............................11
         (b)      Authorization of Transaction................................11
         (c)      Noncontravention............................................11
         (d)      Brokers' Fees...............................................12
         (e)      Investment Intent...........................................12
         (f)      Restrictive Legend..........................................12
         (g)      Accredited Investor.........................................13
         (h)      HSR Warranty............................................... 14

4.       Representations and Warranties of the Company Concerning
         the Company and its Subsidiaries.....................................14
         (a)      Organization, Qualification and Corporate Power.............14
         (b)      Authorization of Transaction................................15
         (c)      Capitalization..............................................15
         (d)      Noncontravention............................................16
         (e)      Intellectual Property; Permits and Licenses.................17
         (f)      Financial Statements; Financial Condition...................20
         (g)      Taxes.......................................................21
         (h)      Employees and Labor Contracts...............................21
         (i)      Environmental Laws and Regulations..........................22
         (j)      Litigation..................................................22
         (k)      Bankruptcy..................................................22
         (l)      Ordinary Course.............................................23
         (m)      Brokers.....................................................23
         (n)      Contracts...................................................23
         (o)      Compliance with Laws........................................23
         (p)      Business Plan and Use of Proceeds...........................24
         (q)      Complete Statements.........................................24
         (r)      Reports.....................................................24
         (s)      Related Party Transactions..................................25
         (t)      Foreign Corrupt Practices Act...............................25
         (u)      No Bank Regulation..........................................25
         (v)      Property; Assets............................................25
         (w)      Employee Benefits...........................................26
         (x)      U.S. Employee Plans.........................................26
         (y)      Insurance...................................................27
         (z)      IFC Policies................................................27
         (aa)     HSR Warranty................................................27

5.       Pre-Closing Covenants................................................27
         (a)      General.....................................................28
         (b)      Notices and Consents........................................28
         (c)      Operation of Business.......................................28
         (d)      Preservation and Conduct of Business........................28
         (e)      Full Access.................................................28
         (f)      Notice of Developments......................................29

6.       Conditions to Obligations............................................29
         (a)      Conditions to Obligations of Each Investor at the Closing...29
         (b)      Conditions to Obligations of the Company at the Closing.....30
         (c)      Conditions to Obligations at the Subsequent Closing.........30

7.       Indemnity............................................................31

8.       Termination..........................................................34
         (a)      Termination of Agreement....................................34
         (b)      Effect of Termination.......................................35
         (c)      Specific Performance........................................35

9.       D'Ambrosio Participation.............................................35

10.      Removal of Legend;Use of Proceeds....................................36

11.      Miscellaneous........................................................36
         (a)      Press Releases and Public Announcements.....................36
         (b)      No Third Party Beneficiaries................................36
         (c)      Entire Agreement............................................36
         (d)      Succession and Assignment...................................36
         (e)      Counterparts................................................37
         (f)      Headings....................................................37
         (g)      Notices.....................................................37
         (h)      Governing Law...............................................39
         (i)      Amendments and Waivers......................................40
         (j)      Severability................................................40
         (k)      Expenses....................................................40
         (l)      Construction................................................40
         (m)      Incorporation of Attachments and Exhibits...................41
         (n)      Disputes....................................................41
         (o)      Special IFC Covenants.......................................42
         (p)      Reporting to IFC............................................42

<PAGE>
                             PARTICIPATION AGREEMENT

         THIS  PARTICIPATION  AGREEMENT  (this  "Participation   Agreement")  is
entered into as of October 15, 1999, among CONVERGENCE  COMMUNICATIONS,  INC., a
Nevada,  United States of America  corporation (the "Company"),  TELEMATICA EDC,
C.A., a Venezuelan  compania  anonima,  ("Telematica"),  TCW/CCI  HOLDING LLC, a
Delaware,   United  States  of  America  limited   liability   company  ("TCW");
INTERNATIONAL FINANCE CORPORATION,  an international organization established by
Articles  of  Agreement  among  its  member  countries,   ("IFC"),  and  GLACIER
LATIN-AMERICA  LTD., a British Virgin  Islands  International  Business  Company
("Glacier"),  FONDELEC  ESSENTIAL  SERVICES GROWTH FUND,  L.P., a Cayman Islands
exempt limited partnership ("FondElec"),  INTERNEXUS S.A., an Argentine sociedad
anonima ("Internexus"),  and, for purposes of Section 9 below, LANCE D'AMBROSIO,
TROY  D'AMBROSIO and the ESTATE OF GEORGE S.  D'AMBROSIO (the latter three being
sometimes  referred to collectively  herein as the  "D'Ambrosios").  Telematica,
TCW,  IFC,   Glacier,   FondElec  and  Internexus  are  sometimes   referred  to
collectively  as the  "Investors"  and  individually  as an "Investor",  and the
Company  and  the  Investors  are  sometimes  referred  to  collectively  as the
"Parties" and singularly as a "Party".

         A.       The Company,  directly or through  wholly-owned  or controlled
                  subsidiaries,  is engaged in the  business of  providing  data
                  transmission services,  domestic and international  telephony,
                  subscriber cable  television,  value-added  telecommunications
                  services and services for access to and use of the Internet in
                  Latin America (together,  the "Telecommunications  Business"),
                  and  proposes to  continue to carry out and to further  expand
                  and develop such Telecommunications Business in the manner and
                  to the extent set out in the business plan and budget attached
                  as  Exhibits  A and  B  (the  "Business  Plan"  and  "Budget",
                  respectively)   to  the  Company's  letter  addressed  to  all
                  Investors and dated October 15, 1999 and previously  delivered
                  to them  ("Disclosure  Letter") and for such purposes requires
                  additional capital;

         B.       The  Investors   individually  desire  to  participate  or  to
                  participate  further in the  Telecommunications  Business  and
                  toward that end intend to invest in the Company;

         C.       FondElec is a shareholder  in the Company and is the holder of
                  a certain Subordinated  Exchangeable  Promissory Note from the
                  Company,  dated  December 23, 1998, in the original  principal
                  amount of Five Million  United States  Dollars  (US$5,000,000)
                  (the  "FondElec  December  Note"),  and  FondElec  proposes to
                  capitalize and, therefore,  convert and exchange the principal
                  amount of the FondElec  December Note for equity securities of
                  the Company;

         D.       Internexus is a  shareholder  in the Company and the holder of
                  (i) a certain Subordinated  Exchangeable  Promissory Note from
                  the  Company,   dated  December  23,  1998,  in  the  original
                  principal   amount  of  Five  Million  United  States  Dollars
                  (US$5,000,000)  (the  "Internexus   December  Note");  (ii)  a
                  certain Promissory Note from the Company, dated June 12, 1999,
                  in the original  principal  amount of Two Million Five Hundred
                  and Fifty Thousand United States Dollars  (US$2,550,000)  (the
                  "MetroNet Note"),  and (iii) certain Promissory Notes from the
                  Company  dated  September 3, 1999 and October 2, 1999,  in the
                  respective  original  principal  amounts of One Million United
                  States Dollars (US$1,000,000) and Five Hundred Thousand United
                  States Dollars (US$500,000) (the "Bridge Notes"), and proposes
                  to  capitalize  and,  therefore,   convert  and  exchange  the
                  principal  amount of, and accrued  interest on, the Internexus
                  December  Note,  the  MetroNet  Note and the Bridge  Notes for
                  equity securities of the Company; and

         E.       The Parties are entering into this Participation Agreement and
                  the other agreements and instruments entered into or delivered
                  in  connection  herewith  to  memorialize  the  terms for such
                  investments and conversions.

NOW, THEREFORE, the Parties agree as follows:

1.       Definitions.

           Capitalized  terms  used in this  Participation  Agreement  have  the
         meanings  ascribed to them in the Schedule of  Definitions  attached to
         this  Participation   Agreement  as  Schedule  1,  unless  the  context
         otherwise  requires.  The  definition  of terms defined in the singular
         shall apply to the plural,  and the  definition of terms defined in the
         plural shall apply to the singular.

2.       The Transactions.

         (a)      The Transactions

                  The Parties  confirm their  intention  that, on and subject to
                  the terms and conditions of this Participation Agreement, they
                  shall carry out the following transactions, and enter into and
                  deliver  the  following   agreements  and  instruments   (such
                  agreements and instruments  herein referred to collectively as
                  the "Transaction  Documents") at a closing to occur on October
                  18, 1999 the ("Closing") and, where appropriate,  at a further
                  closing  (the  "Subsequent  Closing")  to  occur  within  five
                  Business Days following the satisfaction of the conditions set
                  out in Section  6(c),  in each case as provided for in Section
                  2(b) below:

                  (i)      the entering  into,  at the Closing,  between each of
                           Telematica,  TCW, IFC and Glacier, and the Company of
                           a Stock  Purchase  Agreement in the form of Exhibit A
                           to this  Participation  Agreement  (each a "CCI Stock
                           Purchase Agreement" and, collectively, the "CCI Stock
                           Purchase  Agreements"),  and the  purchase  and sale,
                           pursuant to such CCI Stock  Purchase  Agreements,  of
                           7,733,332   shares  in  the  aggregate  of  Series  C
                           Convertible Preferred Stock issued by the Company and
                           having the rights and preferences set out in Schedule
                           2 to this  Participation  Agreement  (the "Rights and
                           Preferences  of Series C  Shares")  for an  aggregate
                           purchase   price,   in  cash  or  other   immediately
                           available funds, of Fifty-Eight Million United States
                           Dollars (US$58,000,000),  such purchases and sales of
                           Series C Shares to occur as follows:

                           (A)      the purchase by and sale to Telematica of an
                                    aggregate  of  3,333,333   Series  C  Shares
                                    pursuant   to   its   CCI   Stock   Purchase
                                    Agreement,  2,000,000  being  purchased  and
                                    sold  at the  Closing  and  1,333,333  being
                                    purchased   and   sold  at  the   Subsequent
                                    Closing,  in each case for a purchase  price
                                    per share of Seven and 50/100  United States
                                    Dollars   (US$7.50),   being  an   aggregate
                                    purchase price of Twenty Five Million United
                                    States  Dollars   (US$25,000,000),   Fifteen
                                    Million      United      States      Dollars
                                    (US$15,000,000) being payable at the Closing
                                    and  Ten  Million   United  States   Dollars
                                    (US$10,000,000)   being   payable   at   the
                                    Subsequent Closing,

                           (B)      the  purchase  by  and  sale  to  TCW  of an
                                    aggregate  of  3,333,333   Series  C  Shares
                                    pursuant   to   its   CCI   Stock   Purchase
                                    Agreement,  2,000,000  being  purchased  and
                                    sold  at the  Closing  and  1,333,333  being
                                    purchased   and   sold  at  the   Subsequent
                                    Closing,  in each case for a purchase  price
                                    per share of Seven and 50/100  United States
                                    Dollars   (US$7.50),   being  an   aggregate
                                    purchase price of Twenty Five Million United
                                    States  Dollars   (US$25,000,000),   Fifteen
                                    Million      United      States      Dollars
                                    (US$15,000,000) being payable at the Closing
                                    and  Ten  Million   United  States   Dollars
                                    (US$10,000,000)   being   payable   at   the
                                    Subsequent Closing,

                           (C)      the  purchase  by and sale to IFC of 666,666
                                    Series C Shares  pursuant  to its CCI  Stock
                                    Purchase   Agreement,   at  the   Subsequent
                                    Closing,  for a purchase  price per share of
                                    Seven  and  50/100  United  States   Dollars
                                    (US$7.50), being an aggregate purchase price
                                    of  Five  Million   United  States   Dollars
                                    (US$5,000,000) payable at the Closing, and

                           (D)      the  purchase  by and  sale  to  Glacier  of
                                    400,000 Series C Shares, pursuant to its CCI
                                    Stock  Purchase  Agreement,  at the Closing,
                                    for a purchase  price per share of Seven and
                                    50/100  United  States  Dollars   (US$7.50),
                                    being an aggregate  purchase  price of Three
                                    Million United States Dollars (US$3,000,000)
                                    payable at the Closing,

                           and  the  commitment  by the  Company  to  apply  the
                           proceeds  of  such  sale  in the  manner  set  out in
                           Schedule 3 to this Participation Agreement;

                  (ii)     the conversion by Internexus,  at the Closing, of the
                           principal  and  interest  amounts  of the  Internexus
                           December Note, the MetroNet Note and the Bridge Notes
                           into 1,328,911  Series C Shares and the conversion by
                           FondElec,  at the Closing, of the principal amount of
                           the  FondElec  December  Note into  666,666  Series C
                           Shares;

                  (iii)    the entering into, at the Closing,  by the Investors,
                           and the Company of an Option Agreement in the form of
                           Exhibit  B  to  this  Participation   Agreement  (the
                           "Option  Agreement"),  granting  an  option  to  each
                           Investor to acquire  further  Series C Shares  within
                           nine months  following  the Closing Date, on the same
                           terms  and  conditions  as set out in the  CCI  Stock
                           Purchase  Agreement  attached  hereto as  Exhibit  A,
                           except  that the  maximum  number  of Series C Shares
                           acquired by each Investor  shall be 40% of the number
                           to be acquired by it as  contemplated  in  subsection
                           2(a)(i),  in the  case of  Telematica,  TCW,  IFC and
                           Glacier,   or  40%  of  the  number   received   upon
                           conversion as contemplated in subsection 2(a)(ii), in
                           the case of FondElec and Internexus;

                  (iv)     the  granting to each  Investor of a Series C Warrant
                           in  the  form  of  Exhibit  C to  this  Participation
                           Agreement   (each   a   "Series   C   Warrant"   and,
                           collectively, the "Series C Warrants"), providing for
                           the  issuance by the Company of  2,432,226  shares of
                           Common Stock, such grants to occur as follows:

                           (A)      the  grant  to  Telematica,  as  to  500,000
                                    shares,  at the Closing,  and as to 333,333,
                                    at the Subsequent Closing,

                           (B)      the grant to TCW, as to 500,000  shares,  at
                                    the  Closing,  and  as to  333,333,  at  the
                                    Subsequent Closing,

                           (C)      the grant to IFC, as to 166,666  shares,  at
                                    the Subsequent Closing,

                           (D)      the grant to Glacier,  as to 100,000 shares,
                                    at the Closing,

                           (E)      the  grant  to  Internexus,  as  to  332,228
                                    shares, at the Closing, and

                           (F)      the grant to FondElec, as to 166,666 shares,
                                    at the Closing;

                  (v)      the granting to each of FondElec and  Internexus,  at
                           the Closing, of a FondElec/Internexus  Warrant in the
                           form of  Exhibit  D to this  Participation  Agreement
                           (each, a  "FondElec/Internexus  Warrant"),  providing
                           for the issuance to each of them, in each case at the
                           same  time  and for the same  price  as the  Series C
                           Warrants  are  subject  to  exercise,  as to  260,000
                           shares each of Common Stock;

                  (vi)     the entering into, at the Closing, among the Company,
                           the   Investors,   and  the   D'Ambrosios  of  a  CCI
                           Shareholders'  Agreement  in the form of Exhibit E to
                           this Participation  Agreement (the "CCI Shareholders'
                           Agreement")  for the  purpose of setting  out how the
                           Investors and the  D'Ambrosios  will  exercise  their
                           rights as  shareholders  with respect to, among other
                           matters,   corporate  governance,   the  election  of
                           directors  and  the   disposition  of  their  Company
                           Equity;

                  (vii)    the  entering   into,  at  the  Closing,   among  the
                           Investors,  the Company,  the D'Ambrosios and certain
                           other parties of an Amended and Restated Registration
                           Rights  Agreement  in the form of  Exhibit  F to this
                           Participation  Agreement  (the  "Registration  Rights
                           Agreement") for the purpose of setting out the rights
                           of the  Investors,  the  D'Ambrosios  and such  other
                           parties  to require  or join in the  registration  of
                           their  shares of common  stock of the  Company  under
                           U.S. Securities Laws;

                  (viii)   the entering into, at the Closing,  among Telematica,
                           FondElec,  WCI de  Cayman,  Inc.,  a  Cayman  Islands
                           limited  liability  company and a Subsidiary  ("WCI")
                           and  Chispa  Dos  Inc.,  a  Cayman  Islands   limited
                           liability  company ("CCI Salvador") of a Subscription
                           and  Refinance  Agreement in the form of Exhibit G to
                           this    Participation    Agreement   (the   "Salvador
                           Subscription  Agreement"),  and the purchase,  at the
                           Subsequent  Closing,   through  the  subscription  of
                           unissued  shares of CCI  Salvador  common  stock,  by
                           Telematica  from  CCI  Salvador,  and the sale by CCI
                           Salvador to  Telematica,  of 59.1550 shares of common
                           stock of CCI  Salvador  (the  "Salvador  Shares",  as
                           further   described  in  the  Salvador   Subscription
                           Agreement)  for a  purchase  price,  in cash or other
                           immediately  available  funds  of Five  Million  Five
                           Hundred  Twenty-Five  Thousand  United States Dollars
                           (US$5,525,000);  the contribution,  at the Subsequent
                           Closing,  by WCI to CCI  Salvador of Nine Hundred One
                           Thousand   Seven  Hundred  and  Sixty  United  States
                           Dollars  (US$901,760) of its accounts receivable from
                           CCI  Salvador in  exchange  and in  subscription  for
                           9.6549  shares of common stock of CCI  Salvador;  and
                           the  payment,  at  the  Subsequent  Closing,  by  CCI
                           Salvador,  utilizing a portion of the proceeds of the
                           sale of the Salvador  Shares,  of Three Million Eight
                           Hundred Sixty-Four  Thousand Five Hundred Twenty-Nine
                           United States Dollars  (US$3,864,529)  to repay Three
                           Million Five Hundred  Thousand  United States Dollars
                           (US$3,500,000)   of  the  principal  amount  of  that
                           certain  Promissory  Note  of CCI  Salvador  made  to
                           FondElec and dated March 3, 1999  ("Salvador  Note"),
                           and  accrued  interest  thereon  through  October 14,
                           1999;

                  (ix)     the  entering   into,  at  the  Closing,   among  CCI
                           Salvador,  Telematica,  WCI,  FondElec  and the other
                           shareholders  of  CCI  Salvador  of  an  Amended  and
                           Restated Salvador Shareholders' Agreement in the form
                           of  Exhibit H to this  Participation  Agreement  (the
                           "Salvador Shareholders' Agreement"),  for the purpose
                           of  setting  out  how   Telematica   and  such  other
                           shareholders   will   manage  the   business  of  CCI
                           Salvador, and provisions regarding the disposition of
                           their equity interests in CCI Salvador; and

                  (x)      the  entering  into,  at  the  Closing,  between  the
                           Company and an affiliate of Telematica of a letter of
                           intent in the form of Exhibit I to this Participation
                           Agreement ("Colombia Letter of Intent").

         (b)      The Closing and the Subsequent Closing

                  . Subject  to the  satisfaction  or waiver by the  appropriate
                  Party or Parties of the  conditions  set out in Section 6, the
                  closing of the transactions contemplated by this Participation
                  Agreement to occur at the Closing and the  Subsequent  Closing
                  shall take place at the offices of Thelen Reid & Priest LLP in
                  New York City, New York.

         (c)      Deliveries at the Closing

                  . At the  Closing,  the Parties  will  deliver the  following,
                  subject to the satisfaction or waiver by the appropriate Party
                  or  Parties of the  conditions  set out in  Sections  6(a) and
                  6(b):

                  (i)      each of Telematica, TCW, IFC and Glacier will deliver
                           or cause to be delivered the following:

                           (A)      to the  Company,  the  Investor's  CCI Stock
                                    Purchase   Agreement,   duly   executed  and
                                    delivered by it, together with

                                    (1)     in the case of  Telematica,  Fifteen
                                            Million    United   States   Dollars
                                            (US$15,000,000),

                                    (2)     in the case of TCW,  Fifteen Million
                                            United        States         Dollars
                                            (US$15,000,000), and

                                    (3)     in  the  case  of   Glacier,   Three
                                            Million    United   States   Dollars
                                            (US$3,000,000);

                           (B)      to the Company and each of the other parties
                                    thereto,  the CCI  Shareholders'  Agreement,
                                    duly executed and delivered by it; and

                           (C)      to the Company and each of the other parties
                                    thereto,  the Registration Rights Agreement,
                                    duly executed and delivered by it;

                  (ii)     Internexus  will deliver or cause to be delivered the
                           following:

                           (A)      to the Company and each of the other parties
                                    thereto,  the CCI  Shareholders'  Agreement,
                                    duly executed and delivered by it;

                           (B)      to the Company and each of the other parties
                                    thereto,  the Registration Rights Agreement,
                                    duly executed and delivered by it; and

                           (C)      to  the  Company,  the  Internexus  December
                                    Note,  the  MetroNet  Note  and  the  Bridge
                                    Notes, in each case duly marked as cancelled
                                    and paid in full;

                  (iii)    FondElec  will deliver or cause to be  delivered  the
                           following:

                           (A)      to the Company,  the FondElec  December Note
                                    duly marked as cancelled and paid in full;

                           (B)      to the Company and each of the other parties
                                    thereto, the CCI Shareholder Agreement, duly
                                    executed and delivered by it;

                           (C)      to the Company and each of the other parties
                                    thereto,  the Registration Rights Agreement,
                                    duly executed and delivered by it; and

                           (D)      to  CCI  Salvador  and  each  of  the  other
                                    parties thereto,  the Salvador  Subscription
                                    Agreement,  duly  executed and  delivered by
                                    FondElec; and

                  (iv)     Telematica  will deliver or cause to be delivered the
                           following:

                           (A)      to  CCI  Salvador  and  each  of  the  other
                                    parties thereto,  the Salvador  Subscription
                                    Agreement,  duly  executed and  delivered by
                                    it;

                           (B)      to  CCI   Salvador   and  each  other  party
                                    thereto,    the    Salvador    Shareholders'
                                    Agreement,  duly  executed and  delivered by
                                    it;

                           (C)      to  the  Company,  the  Colombia  Letter  of
                                    Intent, duly executed and delivered by it.

                  (v)      the Company will deliver or cause to be delivered the
                           following:

                           (A)      to each of Telematica, TCW, and Glacier, its
                                    corresponding CCI Stock Purchase  Agreement,
                                    duly  executed and delivered by the Company,
                                    together  with   certificates   representing
                                    Series C Shares as follows:

                                    (1)     to  Telematica,  2,000,000  Series C
                                            Shares,

                                    (2)     to TCW,  2,000,000  Series C Shares,
                                            and

                                    (3)    to Glacier, 400,000 Series C Shares;
                                            and  a   certified   copy   of   the
                                            resolutions  of the Company's  Board
                                            of Directors, resolving to apply the
                                            proceeds  of the sale of such shares
                                            in the manner  described in Schedule
                                            3 to this Participation Agreement;

                           (B)      To  Internexus,   certificates  representing
                                    1,328,911 Series C Shares;

                           (C)      To   FondElec,   certificates   representing
                                    666,666 Series C Shares;

                           (D)      to the Investors, the Option Agreement, duly
                                    executed and delivered by the Company;

                           (E)      to  each  of   Telematica,   TCW,   Glacier,
                                    Internexus and FondElec, a Series C Warrant,
                                    duly  executed and  delivered by the Company
                                    with  respect to the  following  appropriate
                                    number of shares of Common Stock:

                                    (1)     as to Telematica, 500,000 shares,

                                    (2)     as to TCW, 500,000 shares,

                                    (3)     as to Internexus, 332,228 shares,

                                    (4)     as to Glacier, 100,000 shares, and

                                    (5)     as to FondElec, 166,666 shares;

                           (F)      to  each of  FondElec  and  Internexus,  its
                                    FondElec/Internexus  Warrant,  duly executed
                                    and delivered by the Company;

                           (G)      to  the   Investors  and  each  other  party
                                    thereto,  the CCI  Shareholders'  Agreement,
                                    duly  executed and  delivered by the Company
                                    and by each other party  thereto  other than
                                    the Investors;

                           (H)      to  the   Investors  and  each  other  party
                                    thereto,  the Registration Rights Agreement,
                                    duly executed and delivered by the Company;

                           (I)      to  Telematica,  the  Salvador  Subscription
                                    Agreement,  duly  executed and  delivered by
                                    CCI Salvador and WCI;

                           (J)      to CCI  Salvador,  Telematica  and FondElec,
                                    and the other parties thereto,  the Salvador
                                    Shareholders'  Agreement,  duly executed and
                                    delivered  by the  Company and by each party
                                    thereto other than Telematica and FondElec;

                           (K)      to  Telematica,   the  Colombia   Letter  of
                                    Intent,  duly  executed and delivered by the
                                    Company;

                           (L)      to FondElec, $419,178.08 as repayment of the
                                    unpaid  interest  portions  of the  FondElec
                                    December Note;

                           (M)      to the Investors, opinions of counsel in the
                                    form of Exhibit J-1, Exhibit J-2 and Exhibit
                                    J-3,  each  addressed to all  Investors  and
                                    each dated the Closing Date; and

                           (N)      to IFC, a certificate to the effect that the
                                    proceeds  of the sale of the Series C Shares
                                    to  IFC  shall  not,  when  received,  be in
                                    reimbursement of, and shall not be used for,
                                    expenditures   in  the  territories  of  any
                                    country other than less-developed  countries
                                    in which IFC is actively pursuing operations
                                    (as described in its 1999 annual  report) or
                                    for goods  produced in or services  supplied
                                    from any such country.

         (d)      Deliveries at the Subsequent Closing

                  . At the  Subsequent  Closing,  the Parties  will  deliver the
                  following,  subject  only  to  the  satisfaction,  as  to  the
                  appropriate Party, of the conditions set out in Section 6(c):

                  (i)      Telematica will deliver or cause to be delivered:

                           (A)      to the Company,  Ten Million  United  States
                                    Dollars (US$10,000,000), and

                           (B)      to CCI  Salvador,  Five Million Five Hundred
                                    Twenty Five Thousand  United States  Dollars
                                    (US$5,525,000);

                  (ii)     TCW will  deliver to the Company  Ten Million  United
                           States Dollars (US$10,000,000);

                  (iii)    FondElec will deliver or cause to be delivered to CCI
                           Salvador a partial  release of the Salvador  Note, in
                           the form of Exhibit K hereto,  acknowledging  receipt
                           of Three  Million  Eight  Hundred Sixty Four Thousand
                           Five  Hundred   Twenty  Nine  United  States  Dollars
                           (US$3,864,529)  in  payment  of  Three  Million  Five
                           Hundred Thousand United States Dollars (US$3,500,000)
                           of the  principal  amount  thereof,  and of  interest
                           accrued thereon through October 14, 1999;

                  (iv)     IFC will  deliver  or cause  to be  delivered  to the
                           Company   Five   Million    United   States   Dollars
                           (US$5,000,000);

                  (v)      The Company will deliver or cause to be delivered the
                           following:

                           (A)     To Telematica:

                                    (1)     Certificates  representing 1,333,333
                                            Series C Shares,

                                    (2)     A Series C Warrant  with  respect to
                                            333,333 shares of Common Stock, and

                                    (3)     Certificates     representing    the
                                            Salvador Shares;

                           (B)      To TCW:

                                    (1)     Certificates  representing 1,333,333
                                            Series C Shares, and

                                    (2)     A Series C Warrant  with  respect to
                                            333,333 Shares of Common Stock;

                           (C)      To IFC:

                                    (1)     Certificates   representing  666,666
                                            Series C Shares, and

                                    (2)     A Series C Warrant  with  respect to
                                            166,666 shares;

                           (D)      To  each of  Telematica,  TCW  and  IFC,  an
                                    opinion of counsel in the form of Exhibit L,
                                    addressed  to  each of them  and  dated  the
                                    Subsequent Closing Date; and

                           (E)      To FondElec,  Three  Million  Eight  Hundred
                                    Sixty Four Thousand Five Hundred Twenty-Nine
                                    United States Dollars (US$3,864,529).

                           (F)      to CCI Salvador, an acknowledgment by WCI in
                                    the form of Exhibit M of the contribution to
                                    capital of Nine Hundred One  Thousand  Seven
                                    Hundred  and  Sixty  United  States  Dollars
                                    (US$901,760) by means of the  capitalization
                                    and conversion of  inter-company  debt owing
                                    by CCI Salvador to WCI;

3.       Representations and Warranties of Investors

         . Each Investor,  as to itself,  represents and warrants to the Company
         and to each other Investor, with the understanding that the Company and
         each  other   Investor  is  being   induced  into  entering  into  this
         Participation Agreement and the other Transaction Documents in reliance
         on such  representations and warranties,  that the statements contained
         in this  Section  3, with  respect  to such  Investor  only,  are true,
         correct and  complete in all  material  respects as of the date of this
         Participation  Agreement and will be true,  correct and complete in all
         material  respects  as of  the  Closing  Date  and,  if  such  Investor
         participates in the Subsequent Closing,  that the statements  contained
         in Sections 3(e),  3(f) and 3(g) will be true,  correct and complete in
         all material  respects as of the date of the Subsequent  Closing.  Each
         such  representation  and  warranty  shall  survive the Closing and the
         Subsequent Closing,  as appropriate,  and shall continue in force for a
         period of 24 months from the Closing Date.

         (a)      Organization of the Investors

                  It is duly organized,  validly existing,  and in good standing
                  under the laws of the place of its organization.

         (b)      Authorization of Transaction

                  . It has full power and  authority to execute and deliver this
                  Participation Agreement and each Transaction Document to which
                  it is a party and to perform  its  obligations  hereunder  and
                  thereunder, and as of the Closing Date, and this Participation
                  Agreement  each such  Transaction  Document  delivered  at the
                  Closing  and as of the date of the  Subsequent  Closing,  each
                  such Transaction Document, if any, delivered at the Subsequent
                  Closing,  shall have been duly  authorized  and executed by it
                  and  constitute  its valid  and  legally  binding  obligation,
                  enforceable under Applicable Law in accordance with its terms,
                  except  as  may  be  limited  by  bankruptcy,  reorganization,
                  moratorium,  fraudulent  conveyance and insolvency laws and by
                  other laws  affecting  the rights of creditors  generally  and
                  except as may be  limited  by the  availability  of  equitable
                  remedies.  There is no  requirement of Applicable Law that any
                  notice be given, nor any filing,  authorization,  consent,  or
                  approval of any  governmental  authority  be obtained in order
                  that it may execute,  deliver and consummate the  transactions
                  contemplated  by this  Participation  Agreement and each other
                  Transaction  Document  to which it is a party,  except that if
                  the representing and warranting Investor is Telematica or TCW,
                  it excepts from the foregoing  representation and warranty the
                  filing and waiting period requirements  applicable pursuant to
                  the HSR Act for the transactions  contemplated to be performed
                  or caused to be performed by it at the Subsequent Closing.

         (c)      Noncontravention

                  .  Neither  the  execution  nor  the  delivery  by it of  this
                  Participation  Agreement or of any other Transaction  Document
                  to which it is or becomes a party,  nor the performance of its
                  obligations  hereunder  or  thereunder  will (i)  violate  any
                  Applicable  Law to which it is subject or any provision of its
                  charter  or other  organization  documents  or  bylaws or (ii)
                  conflict  with,  result in a breach of,  constitute  a default
                  under,  result in the acceleration of, create in any party the
                  right to accelerate,  terminate, modify, or cancel, or require
                  any notice under any material  contract to which it is a party
                  or by which it or any of its property may be bound.

         (d)      Brokers' Fees

                  . It has not incurred any  liability or  obligation to pay any
                  fees or  commissions  to any  broker,  finder,  or agent  with
                  respect to the  transactions  contemplated  hereunder or under
                  any other  Transaction  Document  to which it is or  becomes a
                  party for which any other Party could become liable.

         (e)      Investment Intent

                  . It  understands  that the  Series  C  Shares,  the  Series C
                  Warrants  and the Option,  and in case of the  representations
                  being made by  Telematica,  the Salvador  Shares,  and, in the
                  case  of  the  representations   being  made  by  FondElec  or
                  Internexus,  the  FondElec/Internexus  Warrants  (collectively
                  sometimes  referred  to as the  "Securities")  have  not  been
                  registered under the United States  Securities Act of 1933, as
                  amended (the "Securities Act"). It is acquiring the Securities
                  without  a  view  to  or  for  sale  in  connection  with  any
                  distribution  thereof  inside  the  United  States  within the
                  meaning  of  Regulation  S under the  Securities  Act or other
                  exemptions   from  the   registration   requirements   of  the
                  Securities  Act.  It  understands  that  the  Securities  will
                  constitute  "restricted  securities" under the Securities Act,
                  and may  not be  resold  without  registration  under,  or the
                  availability   of  an   exemption   from,   the   registration
                  requirements  of the Securities Act and similar state laws. It
                  is familiar with Securities and Exchange Commission Regulation
                  S and Rule 144, as presently in effect,  and  understands  the
                  resale limitations imposed thereby and by the Securities Act.

         (f)      Restrictive Legend

                  .  It  understands   that  the   certificate  or  certificates
                  evidencing   the   Series  C  Shares   may  bear   legends  in
                  substantially the following form:

                  THE  CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF
                  STOCK.  THE  CORPORATION  WILL FURNISH  WITHOUT  CHARGE TO THE
                  HOLDER  OF  THIS   CERTIFICATE   UPON   REQUEST   THE  POWERS,
                  DESIGNATIONS,   PREFERENCES   AND   RELATIVE,   PARTICIPATING,
                  OPTIONAL  OR  OTHER  SPECIAL  RIGHTS  OF  EACH  CLASS  OF  THE
                  CORPORATION'S  STOCK OR SERIES THEREOF AND THE QUALIFICATIONS,
                  LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES  ACT").  THESE  SECURITIES  HAVE BEEN ACQUIRED FOR
                  INVESTMENT  AND NOT WITH A VIEW TO  DISTRIBUTION  OR RESALE IN
                  THE UNITED STATES IN VIOLATION OF THE  SECURITIES  ACT AND MAY
                  NOT BE SOLD,  MORTGAGED,  PLEDGED OR HYPOTHECATED OR OTHERWISE
                  TRANSFERRED  WITHIN THE  UNITED  STATES  WITHOUT AN  EFFECTIVE
                  REGISTRATION  STATEMENT  FOR SUCH SHARES UNDER THE  SECURITIES
                  ACT OR  THE  DELIVERY  TO THE  CORPORATION  OF AN  OPINION  OF
                  COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
                  ACT.

                  THE SALE, PLEDGE,  HYPOTHECATION OR TRANSFER OF THE SECURITIES
                  REPRESENTED  BY THIS  CERTIFICATE  IS SUBJECT TO THE TERMS AND
                  CONDITIONS OF A SHAREHOLDERS' AGREEMENT DATED OCTOBER 15, 1999
                  BY AND BETWEEN THE  SHAREHOLDER,  THE  CORPORATION AND CERTAIN
                  OTHER HOLDERS OF COMMON AND PREFERRED STOCK OF THE CORPORATION
                  WHICH  PROVIDES  RESTRICTIONS  ON THE  TRANSFERABILITY  OF THE
                  SHARES  REPRESENTED  BY THIS  CERTIFICATE.  BY  ACCEPTING  ANY
                  INTEREST IN THE SECURITIES  REPRESENTED  BY THIS  CERTIFICATE,
                  THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO
                  AND SHALL BE BOUND BY ALL THE PROVISIONS OF SAID SHAREHOLDERS'
                  AGREEMENT.  COPIES  OF SUCH  AGREEMENT  MAY BE  OBTAINED  UPON
                  WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

                  It understands the certificates or agreements representing the
                  Securities  other than the Series C Shares may bear legends in
                  substantially  the form of the second and third paragraphs set
                  forth above.

         (g)      Accredited Investor

                  . It is an  "accredited  investor," as that term is defined in
                  Regulation D promulgated  under the  Securities  Act, can bear
                  the risk of its investment in the Securities  that it proposes
                  to acquire, and has such knowledge and experience in financial
                  and/or  business  matters that it is capable of evaluating the
                  merits and risks of an investment in such Securities.

         (h)      HSR Warranty

                  . The premerger  notification and report form, and any and all
                  appendices and  attachments  thereto,  filed or to be filed by
                  it, if any under the HSR Act  ("HSR  Form")  with the  Federal
                  Trade  Commission  ("FTC") and the  Antitrust  Division of the
                  Department   of  Justice,   was  prepared  and   assembled  in
                  accordance  with the  instructions  issued by the FTC.  To the
                  best of its knowledge,  the  information  contained in the HSR
                  Form is true,  correct and complete in accordance with the HSR
                  Act and its regulations.  Each Investor, other than Telematica
                  and TCW,  represents  that the HSR Act does not  require it to
                  file an HSR Form.

4.       Representations  and  Warranties of the Company  Concerning the Company
         and its Subsidiaries

         . The  Company  represents  and  warrants  to each  Investor,  with the
         understanding  that each of them is being  induced  to enter  into this
         Participation  Agreement and the other  Transaction  Documents to which
         such  Investor  is a party  in  reliance  on such  representations  and
         warranties,  that the statements  contained in this Section 4 are true,
         correct and  complete in all  material  respects as of the date of this
         Participation  Agreement and will be true,  correct and complete in all
         material  respects  as of the  Closing  Date and  that  the  statements
         contained in Sections 4(a),  4(b), 4(c), 4(d), 4(f) (except as approved
         by budget or action taken by the Board of Directors),  4(j), 4(k), 4(t)
         and 4(z) will be true, correct and complete in all material respects as
         of the Subsequent Closing except, in each case, as otherwise set out in
         the  Disclosure  Letter.  Each such  representation  and warranty shall
         survive the Closing (and as to those made as of the Subsequent Closing,
         the Subsequent  Closing),  and shall continue in force and effect for a
         period of 24 months from the  Closing  Date (and as to those made as of
         the  Subsequent  Closing),  except  that  (i) the  representations  and
         warranties  set out in  clause  (j)  below  with  respect  to claims or
         lawsuits shall not expire,  (ii) the representations and warranties set
         out in clause (i) below  with  respect to  environmental  claims  shall
         continue in force and effect for a period of 60 months from the Closing
         Date, and (iii) the  representations  and warranties set out in clauses
         (c), (g), (h) and (o) below shall  continue in force and effect through
         the  expiration  of the  statute(s) of  limitation  for claims  related
         thereto.

         (a)      Organization, Qualification and Corporate Power

                  . Each of the Company and its  Subsidiaries  is a  corporation
                  duly organized,  validly existing,  and in good standing under
                  the  laws of the  place of its  organization,  and each of the
                  Company and the  Subsidiaries  is duly  authorized  to conduct
                  business  and is in  good  standing  under  the  laws  of each
                  jurisdiction where such qualification is required, and has all
                  requisite corporate power and authority to own and operate its
                  properties  and to carry on its business as now  conducted and
                  as  contemplated  to be conducted in the  Business  Plan.  The
                  articles of incorporation, bylaws and any other organizational
                  documents of the Company and its Subsidiaries that the Company
                  previously  delivered to each Investor were true,  correct and
                  complete as of the date of delivery, and are true, correct and
                  complete as of the date hereof,  and will be true, correct and
                  complete  as of the  Closing  Date  and  as of the  Subsequent
                  Closing Date.

         (b)      Authorization of Transaction

                  .  Each  of  the  Company,  CCI  Salvador  and  CCI  Venezuela
                  (together sometimes referred to herein as the "CCI Companies",
                  and  individually  as a "CCI  Company")  has  full  power  and
                  authority to execute and deliver the  Participation  Agreement
                  and each  Transaction  Document  to which it is a party and to
                  perform its obligations  hereunder and  thereunder,  and as of
                  the Closing  Date and as of the  Subsequent  Closing Date this
                  Participation  Agreement  and each such  Transaction  Document
                  shall  have  been  duly   authorized   and   executed  by  the
                  appropriate  CCI Company and  constitute its valid and legally
                  binding obligation,  enforceable in accordance with its terms,
                  except  as  may  be  limited  by  bankruptcy,  reorganization,
                  moratorium,  fraudulent  conveyance  and insolvency law and by
                  other laws  affecting  the rights of creditors  generally  and
                  except as may be  limited  by the  availability  of  equitable
                  remedies.  Other  than with  respect to the  Company's  filing
                  under  the  Hart-Scott-Rodino  Antitrust  Improvements  Act of
                  1976, as amended (the "HSR Act"),  there is no  requirement of
                  Applicable  Law that any  notice  be  given,  nor any  filing,
                  authorization,   consent,  or  approval  of  any  governmental
                  authority  be obtained by the Company or its  Subsidiaries  in
                  order  that  each  CCI  Company  may   execute,   deliver  and
                  consummate the transactions contemplated by this Participation
                  Agreement and each other Transaction Document to which it is a
                  party.

         (c)      Capitalization

                  . All of the authorized and outstanding  shares of the capital
                  stock of the Company  and each  Subsidiary  and the  ownership
                  thereof   (including,   without   limitation,   the  ownership
                  interests  of FondElec  and  Internexus  in the  Company)  are
                  described  in the  Disclosure  Letter.  All of the  issued and
                  outstanding  shares of stock of the Company and of each of the
                  Subsidiaries  have been duly  authorized,  are validly issued,
                  fully paid, and are  non-assessable,  are owned by the Company
                  (with  respect  to the  stock  of the  Subsidiaries),  and the
                  holders  thereof  (with  respect to the stock of the Company),
                  free of claims,  charges or encumbrances,  and were not issued
                  in violation of any preemptive rights. Other than the Series C
                  Warrants,  the  FondElec/Internexus  Warrants  and the options
                  provided for in the Option Agreement, there are no outstanding
                  or authorized options,  warrants,  purchase rights, preemptive
                  rights,   subscription  rights,  conversion  rights,  exchange
                  rights,  or other contracts or commitments  that could require
                  any CCI  Company or any of their  respective  subsidiaries  to
                  issue,  sell,  or otherwise  cause to become  outstanding  any
                  additional or other capital stock. Neither the Company nor any
                  Subsidiary is under any  obligation  (contingent or otherwise)
                  to  repurchase or otherwise  acquire,  redeem or retire any of
                  its equity interests or any warrants,  options or other rights
                  to acquire its equity  interests.  Neither the Company nor any
                  of its  Subsidiaries is a party or subject to any agreement or
                  understanding,  and, to the best of their Knowledge,  there is
                  no agreement or understanding between any Persons that affects
                  or relates to the  voting or giving of written  consents  with
                  respect to any  security  or the  voting by a director  of the
                  Company or any of its Subsidiaries.  The Series C Shares,  the
                  Series  C  Warrants,  the  FondElec/Internexus  Warrants,  the
                  Options and the Common  Stock and Series C Shares to be issued
                  upon the exercise of those Securities,  when issued,  sold and
                  delivered by the Company in  accordance  with the terms of the
                  CCI Stock  Purchase  Agreements,  the  Series C  Warrant,  the
                  FondElec/Internexus   Warrant  or  the  Option  Agreement,  as
                  appropriate, will be duly authorized and validly issued, fully
                  paid and  non-assessable  shares of the  capital  stock of the
                  Company with the rights,  preferences and privileges described
                  in  Schedule  1  of  the  CCI  Shareholders'  Agreement.  Upon
                  issuance,  sale or delivery,  each  Investor will receive good
                  and marketable title to the Securities,  free and clear of all
                  claims  and  Liens,   other  than  those   arising  under  the
                  Transactions Documents. The Salvador Shares, when issued, sold
                  and delivered by CCI Salvador in accordance  with the terms of
                  the Salvador Subscription  Agreement,  will be duly authorized
                  and validly issued,  fully paid and  non-assessable  shares of
                  capital stock of CCI Salvador with the rights, preferences and
                  privileges  described in Schedule 1 thereto,  and will be free
                  and clear of all adverse claims other than those arising under
                  the Transaction Documents.

         (d)      Noncontravention

                  . Neither the  execution  and  delivery of this  Participation
                  Agreement or any Transaction Document to which any CCI Company
                  is a party,  nor the performance of its obligations  hereunder
                  or  thereunder,  will (i) violate any  Applicable Law to which
                  the  Company  or any of its  Subsidiaries  is  subject  or any
                  provision  of the  charter or  organizational  document of the
                  Company  or any of its  Subsidiaries  or (ii)  conflict  with,
                  result in a breach of,  constitute a default under,  result in
                  the  acceleration  of,  create  in  any  party  the  right  to
                  accelerate,  terminate,  modify,  or cancel,  or  require  any
                  notice under any  Material  Contract to which it is a party or
                  by which it or any of its property may be bound, or (iii) will
                  with respect to the approval by the  directors of such company
                  of the transactions  contemplated by the Transaction Documents
                  to  which it is a party  constitute  a  violation  by any such
                  director of any fiduciary duty that it owes to such company or
                  to a third party, as a consequence of which the Company or any
                  of its  Subsidiaries  is obligated to indemnify such director,
                  (iv)  give  rise to any  claims  against  the  Company  or the
                  Subsidiaries, or (v) result in the creation of any Lien on the
                  Securities   (other   than  as  created  by  the   Transaction
                  Documents) or any assets of the Company or its Subsidiaries.

         (e)      Intellectual Property; Permits and Licenses.

                  (i)      Intellectual Property.

                           (A)      The  Disclosure  Letter  sets  forth for all
                                    Intellectual     Property,     as    defined
                                    hereinafter,  owned by the Company or any of
                                    its  Subsidiaries:  a complete  and accurate
                                    list of all U.S. and foreign (i) patents and
                                    patent  applications;   (ii)  trademark  and
                                    servicemark     registrations     (including
                                    internet  domain  registrations),  trademark
                                    and servicemark  applications,  and material
                                    unregistered  servicemarks  and  trademarks;
                                    and (iii) copyright registrations, copyright
                                    applications,   and  material   unregistered
                                    copyrights.   As  used   herein,   the  term
                                    "Intellectual     Property"     means    all
                                    trademarks,   service  marks,  trade  names,
                                    internet  domain  names,   designs,   logos,
                                    slogans  and  general  intangibles  of  like
                                    nature,      together     with     goodwill,
                                    registrations  and affiliations  relating to
                                    the foregoing,  registered and  unregistered
                                    patents; copyrights (including registrations
                                    and  applications  of any of the foregoing);
                                    Software  (as defined  below);  confidential
                                    information,      technology,      know-how,
                                    inventions, processes, formulae, algorithms,
                                    models   and   methodologies   (collectively
                                    "Trade  Secrets")  in each  case used in the
                                    Telecommunication  Business as  conducted or
                                    contemplated   to  be  conducted,   and  any
                                    licenses  to  use  any  of  the   foregoing;
                                    "Software"  means  any and all (i)  computer
                                    programs,  including  any and  all  software
                                    implementation  of  algorithms,  models  and
                                    methodologies,  whether  in  source  code or
                                    object    code,     (ii)    databases    and
                                    computations, including any and all data and
                                    collections     of    data,     (iii)    all
                                    documentation,  including  user  manuals and
                                    training  materials,  relating to any of the
                                    foregoing,   and   (iv)  the   content   and
                                    information contained in any web site.

                           (B)      The  Disclosure  Letter  lists all  material
                                    Software,   other  than   off-the-shelf   or
                                    commercially  available  software  purchased
                                    for less than  Twenty-Five  Thousand  United
                                    States Dollars (US$25,000),  which is owned,
                                    licensed,  leased,  or otherwise used by the
                                    Company  or  any of  its  Subsidiaries,  and
                                    identifies    which   Software   is   owned,
                                    licensed,  leased, or otherwise used, as the
                                    case may be.

                           (C)      The Disclosure  Letter sets forth a complete
                                    and accurate list of all agreements granting
                                    or  obtaining  any right to use or  practice
                                    any rights under any  Intellectual  Property
                                    other  than  off-the-shelf  or  commercially
                                    available  software  set forth in  paragraph
                                    (B)  above,  to which the  Company or any of
                                    its  Subsidiaries  is a party  or  otherwise
                                    bound,  as licensee or licensor  thereunder,
                                    including  license  agreements,   settlement
                                    agreements,   and   covenants   not  to  sue
                                    (collectively, the "IP License Agreements").

                           (D)      The Company or its  Subsidiaries own or have
                                    the right to use all Intellectual  Property,
                                    free  and  clear  of  all   liens,   claims,
                                    charges, encumbrances or security interests,
                                    except that the acquisition of the assets of
                                    Metrotelecom, S.A., a Guatemalan corporation
                                    ("Metrotelecom")  or of its subsidiaries has
                                    not been  consummated  by the Company or any
                                    Subsidiary, the rights of the Company or its
                                    Subsidiaries in connection with Metrotelecom
                                    being as set out in the Disclosure Letter.

                           (E)      Any  Intellectual  Property owned or, to the
                                    Knowledge of the Company or any  Subsidiary,
                                    used, by the Company or its  Subsidiaries is
                                    valid  and  subsisting  in  full  force  and
                                    effect and has not been  cancelled,  expired
                                    or abandoned.

                           (F)      To  the  Knowledge  of  the  Company  or any
                                    Subsidiary, the Telecommunications  Business
                                    as  currently  and  as  contemplated  to  be
                                    conducted   does   not   infringe   on   any
                                    Intellectual Property of any third party.

                           (G)      The   consummation   of   the   transactions
                                    contemplated  hereby by the  Company and its
                                    Subsidiaries  will not result in the loss or
                                    impairment  of  the  Company  or  any of its
                                    Subsidiaries'  rights  to own or use  any of
                                    the  Intellectual   Property,  nor  will  it
                                    require  the  consent  of any  third  party,
                                    including  for the  avoidance  of doubt  any
                                    Governmental  Authority,  in  respect of any
                                    Intellectual Property.

                           (H)      The IP  License  Agreements  are  valid  and
                                    binding  obligations of all parties thereto,
                                    enforceable in accordance  with their terms,
                                    and there exists no event or condition which
                                    will result in a violation  or breach of, or
                                    constitute  a default by any party under any
                                    such IP License Agreement.

                           (I)      The  Company  and  each of its  Subsidiaries
                                    takes measures  consistent  with  commercial
                                    practices to protect the  confidentiality of
                                    Trade Secrets,  including  requiring its key
                                    employees  and  other  key  parties   having
                                    access    thereto   to    execute    written
                                    non-disclosure  agreements. To the Knowledge
                                    of the  Company,  no Trade  Secret  has been
                                    disclosed and the Company has not authorized
                                    the disclosure to any third party other than
                                    pursuant to a  non-disclosure  agreement  in
                                    favor  of the  Company  and  the  applicable
                                    Subsidiary   with   respect  to  such  Trade
                                    Secrets.

                           (J)      To  the  Knowledge  of  the  Company  or any
                                    Subsidiary,     no     third     party    is
                                    misappropriating,  infringing,  diluting  or
                                    violating any Intellectual Property owned by
                                    the Company or any of its Subsidiaries,  the
                                    misappropriation,  infringement, dilution or
                                    violation  of which  would  have a  material
                                    adverse effect on the Company's operation or
                                    its Subsidiaries,  either individually or in
                                    the aggregate.

                           (K)      Year  2000.  (a)  As of  the  date  of  this
                                    Agreement;  all Date Data and Date-Sensitive
                                    Systems   owned  by  the   Company  and  its
                                    Subsidiaries  is  Year  2000  Compliant  (as
                                    defined below). As used herein,  "Date Data"
                                    means  any  data of any type  that  includes
                                    date   information  or  which  is  otherwise
                                    derived  from,  dependent  on or  related to
                                    date  information.  "Date-Sensitive  System"
                                    means any  Software,  microcode  or hardware
                                    system   or    component,    including   any
                                    electronic  or   electronically   controlled
                                    system or component,  that uses or processes
                                    any  Date  Data and  that is  installed,  in
                                    development  or on order by the  Company  or
                                    any of its  Subsidiaries  for their internal
                                    use or for  the  use of  third  parties,  or
                                    which the Company or any of its Subsidiaries
                                    sell,  lease,  license,  assign or otherwise
                                    provide  to  any  third  party.  "Year  2000
                                    Compliant"  means (i) with  respect  to Date
                                    Data, that such data is in proper format and
                                    accurate for all dates,  including for those
                                    before,  on and after  December 31, 1999 and
                                    (ii) with respect to Date-Sensitive Systems,
                                    that each such system  accurately  processes
                                    all Date Data,  including  for dates before,
                                    on and after December 31, 1999, without loss
                                    of   any   functionality   or   performance,
                                    including  but not  limited to  calculating,
                                    comparing,     sequencing,    storing    and
                                    displaying  such  Date Data  (including  all
                                    leap  year  considerations),  when used as a
                                    standalone  system  or in  combination  with
                                    other Software or hardware.

                  (ii)    Permits and Licenses.  The Company or its Subsidiaries
                          own and possess all licenses, permits, concessions and
                          other  authorizations  required  by law in  connection
                          with carrying out the  Telecommunications  Business as
                          conducted  as of the  Closing  Date  and  all of  such
                          licenses,     permits,     concessions    and    other
                          authorizations  are in full force and  effect,  and no
                          violations  are  or  have  been  recorded  in  respect
                          thereof, nor is any proceeding pending which threatens
                          to suspend, revoke or limit any such license,  permit,
                          concession  or  other  authorizations,   and  no  such
                          licenses, permits,  concessions or authorizations will
                          be adversely affected by this Participation  Agreement
                          or by the  Transaction  Documents.  No CCI Company has
                          the  Knowledge  of any  circumstance,  event or set of
                          facts that constitute (or, with the passage of time or
                          the giving of notice,  or both,  would  constitute)  a
                          violation  of or a breach  or  default  under any such
                          license,  permit,  concession  or  authorization.  The
                          Disclosure  Letter  sets  forth  a list,  arranged  by
                          country,  of all such licenses,  permits,  concessions
                          and other authorizations.

         (f)      Financial Statements; Financial Condition

                  .  Attached  hereto  as  Exhibit N are the  Company's  audited
                  consolidated and consolidating financial statements (including
                  related statements of income,  changes in shareholders' equity
                  and cash flow) for the year ended  December  31,  1998 and its
                  unaudited consolidated and consolidating  financial statements
                  for  the  six  months  ended  June  30,  1999  (together,  the
                  "Financial  Statements").  The Financial  Statements have been
                  prepared  in  accordance  with United  States GAAP  (except in
                  certain  instances  for the  absence  of  footnotes,  and with
                  respect to the unaudited portions of the Financial Statements,
                  except for normal year end audit  adjustments  consistent with
                  prior  Company   practice),   present   fairly  the  financial
                  condition of the Company as of the dates set forth therein and
                  the results of operations  for such  periods,  and are correct
                  and  complete in all material  respects.  Since June 30, 1999,
                  neither the Company nor any of its  Subsidiaries  has done any
                  of the  following or permitted  any of the following to occur:
                  (i)  suffered  any  material  adverse  change in its assets or
                  liabilities,   business,   financial  condition,   results  of
                  operations   or   prospects;   (ii)   incurred   any  material
                  liabilities (other than liabilities disclosed in the Financial
                  Statements and Disclosure Letter,  adequately  provided for in
                  the  Financial  Statements  or disclosed in any related  notes
                  thereto,   incurred  in  connection  with  this  Participation
                  Agreement or the other documents described herein, or incurred
                  in the  ordinary  course  of  business  consistent  with  past
                  practices   without  the  occurrence  of  a  material  adverse
                  consequence)  or (iii) altered its  assumptions  underlying or
                  methods of  calculating,  any bad debt,  contingency  or other
                  reserves;  (iv)  entered  into  any  settlement  to  avoid  or
                  terminate a judicial  dispute;  (v) written  down the value of
                  any material  inventory,  notes or accounts  receivable;  (vi)
                  canceled  any material  debts or waived any  material  rights;
                  (vii) sold,  transferred,  or otherwise disposed of any of its
                  material  properties  or rights,  or breached or permitted the
                  breach (or  suffered to occur any event which with the passage
                  of time or the giving of notice would  constitute a breach) of
                  any  contract  material  to its  business as  presently  being
                  conducted;   (viii)  granted  any  material  increase  in  the
                  compensation  or benefits of officers or employees;  (ix) made
                  any material  capital  expenditure or commitment for additions
                  to property,  plant,  equipment or intangible  capital assets;
                  (x)  declared any dividend in respect of shares of the Company
                  or any of its Subsidiaries; (xi) made any change in any method
                  of accounting or  accounting  practice;  or (xii) entered into
                  any agreement  with any  shareholder  of the Company or of any
                  Subsidiary or any affiliate of such  shareholder  or agreed to
                  take any action  described in this  paragraph.  Since December
                  31,  1998,  the  Company  has  not,  directly  or  indirectly,
                  declared,  paid or set aside for payment  any  dividend or any
                  other   transactions   similar  to  a  dividend   involving  a
                  distribution  on any  of its  securities  of  any  class,  or,
                  directly  or  indirectly,  redeemed,  purchased  or  otherwise
                  acquired any of its shares or  securities  or agreed to do any
                  of the foregoing.

         (g)      Taxes

                  . The Company and each  Subsidiary have (i) duly filed all tax
                  reports  and  returns  required  to be filed by any of them in
                  accordance  with  Applicable  Law and  all  such  reports  and
                  returns  are  true,  complete  and  accurate  in all  material
                  respects  and (ii) has duly paid all  taxes and other  charges
                  due  by  it  to  federal,   state,  local  or  foreign  taxing
                  authorities,  including,  without  limitation,  those  due  in
                  respect of the properties, income, licenses, sales or payrolls
                  of any of  them;  the  reserves  for  taxes  reflected  in the
                  Financial  Statements  are adequate in conformity  with United
                  States  GAAP;  there are no tax  liens  upon any  property  or
                  rights of the  Company or any of its  Subsidiaries;  and there
                  are no material liabilities (other than as is set forth in the
                  Financial Statements) for taxes and there are no extensions or
                  claims  or  to  the  Knowledge  of  the  Company,   audits  or
                  investigations  pending  with regard to the  Company's  or its
                  Subsidiaries' tax liabilities.  The acquisition by the Company
                  or  a  Subsidiary  of  the  assets  of   Metrotelecom  or  its
                  subsidiaries  will not cause the Company or any  Subsidiary to
                  become liable for any tax or other liabilities of Metrotelecom
                  or its  subsidiaries  for,  or arising  with  respect  to, any
                  period prior to such acquisition.  Neither the Company nor any
                  Subsidiary  has  been  subject  to any tax  audit  or has been
                  notified by any Governmental Authority that it will be subject
                  to any tax audit.

         (h)      Employees and Labor Contracts

                  . There are no labor or  employment  proceedings  against  the
                  Company or any of its Subsidiaries  pending in any labor court
                  or other body or authority and no unsatisfied  labor judgments
                  against  any of  them,  and  each is in  compliance  with  all
                  material  applicable  laws  regarding  hiring,  employment and
                  employment   termination   practices,    including,    without
                  limitation, laws, regulations, and judicial and administrative
                  decisions  relating  to  wages,  hours,  conditions  of  work,
                  conditions of employment (including applicable  discrimination
                  statutes, laws and regulations) collective bargaining,  health
                  and safety, payment of social security,  payroll,  withholding
                  and  other  taxes,   workers'   compensation,   and  insurance
                  requirements.  Neither  the Company  nor any  Subsidiary  is a
                  party  to  or  bound  by  any  employment  contract,  deferred
                  compensation  agreement,  bonus  plan,  consulting  agreement,
                  incentive plan, profit sharing plan,  retirement  agreement or
                  other employee compensation agreement,  except as set forth on
                  the  Disclosure  Letter.  The Company has entered into written
                  employment  contracts  with  the  persons  set  forth  in  the
                  Disclosure  Letter and has  previously  provided  the Investor
                  copies of those employment agreements,  all of which are valid
                  and binding and are in full force and effect. The transactions
                  contemplated by this Participation Agreement shall not entitle
                  any employee of the Company or any of its  Subsidiaries to any
                  severance, termination,  indemnity, payments in lieu of notice
                  or similar related payments.

         (i)      Environmental Laws and Regulations

                  . The business of the Company and each of the  Subsidiaries is
                  and has been  conducted in compliance  with all  Environmental
                  Laws. The operations of, and the buildings and property owned,
                  leased  or used by the  Company  and each of the  Subsidiaries
                  comply with all such Environmental  Laws. There is no existing
                  practice,  action or activity of the Company or any Subsidiary
                  and no existing condition relating to any of the properties or
                  assets  owned or used by the Company or any  Subsidiary  which
                  might  require  clean up or  remediation  or give  rise to any
                  civil or  criminal  liability  under,  or  violate  or prevent
                  compliance with, any such  Environmental Laws or any health or
                  occupational safety or other applicable  statute,  regulation,
                  ordinance  or decree.  Neither the Company nor any  Subsidiary
                  has  received  any  notice  from  any  governmental  authority
                  revoking, canceling, materially modifying or refusing to renew
                  any permit,  license or  authorization  or  providing  written
                  notice of violations under any such Environmental Laws.

         (j)      Litigation

                  . There is no suit, claim, action, proceeding or investigation
                  pending or, to the  Knowledge of the Company,  threatened  (or
                  any basis therefor known to the Company) which,  either in any
                  case or in the aggregate,  might result in a material  adverse
                  change or in any  impairment  of the right or  ability  of the
                  Company  or  any  Subsidiary  to  carry  on  their  respective
                  businesses  as now conducted or as proposed to be conducted or
                  in any liability on the part of the Company or any Subsidiary,
                  either  individually  or  taken  as a  whole  and  none  which
                  questions the validity of this Participation  Agreement or any
                  Transaction  Document  or any  action  taken or to be taken in
                  connection  herewith.  Neither  the  Company  nor  any  of the
                  Subsidiaries  is a party or subject to the  provisions  of any
                  order,  injunction,  judgement  or  decree  of  any  court  or
                  government  agency or  instrumentality  (other than government
                  decrees of general applicability) which might adversely affect
                  their  respective  businesses;  and there is no  action  suit,
                  proceeding or  investigation  by the Company or any Subsidiary
                  currently  pending  or which  the  Company  or any  Subsidiary
                  intends  to  initiate  which may  reasonably  be  expected  to
                  materially adversely affect their respective businesses.

         (k)      Bankruptcy

                  .  Neither  the  Company  nor any  Subsidiary  has  filed  any
                  voluntary  petitions  admitting its bankruptcy or requesting a
                  reorganization,  nor have any  petitions  alleging  insolvency
                  been filed against the Company or any Subsidiary, nor have any
                  of them been judicially  declared to be bankrupt or insolvent,
                  nor  is  any of  them  insolvent  or in  the  state  of  being
                  liquidated or dissolved.

         (l)      Ordinary Course

                  . Since the date of the Offering Memorandum, as defined below,
                  the Company and each Subsidiary has carried on its business in
                  the  ordinary  course  in  substantially  the same  manner  as
                  reflected in the Reports,  following operations and investment
                  policies consistent with past practices,  and will continue to
                  do so until the Closing.

         (m)      Brokers

                  . Neither  the  Company  nor any of its  Subsidiaries  will be
                  liable  directly  or  indirectly  to pay  any  brokerage  fee,
                  commission,  finder's fee or financial advisory or similar fee
                  by reason of the transactions  contemplated by any Transaction
                  Document to any person claiming such compensation by reason of
                  any agreement or  relationship  with the Company or any of its
                  shareholders  or any affiliate  thereof or with any Subsidiary
                  or any of its shareholders or any affiliate thereof.

         (n)      Contracts

                  . Except for those agreements listed in the Disclosure Letter,
                  true, correct and complete copies of which have been delivered
                  to  each  Investor   (and  made   available  to  FondElec  and
                  Internexus),  none of the Company or any Subsidiary is a party
                  to (i) any agreement, arrangement,  understanding or contract,
                  whether formal or informal, written or oral, requiring payment
                  of an amount in excess of Twenty-Five  Thousand  United States
                  Dollars  (US$25,000)  per  annum (or its  equivalent  in other
                  currencies), (ii) any license,  distribution,  confidentiality
                  or similar  agreements,  (iii) any  employment  or  consulting
                  agreements requiring a payment of an amount in excess of Fifty
                  Thousand  United States Dollars  (US$50,000) per annum (or its
                  equivalent   in  other   currencies),   (iv)  any   collective
                  bargaining,   severance   or  similar   agreements   or  other
                  agreements   with  labor  unions,   (v)  any  agreements  with
                  suppliers or customers not in the ordinary course of business,
                  or (vi) any agreement  not in the ordinary  course of business
                  or not  made at  arm's  length  or which  would  otherwise  be
                  material in any respect to any aspect of the  Company's or any
                  Subsidiary's   business   or   operations.   All   agreements,
                  arrangements,   understanding  and  contracts  listed  in  the
                  Disclosure Letter are valid and binding  obligations,  in full
                  force and effect in all  respects  and are being  performed by
                  the Company or its  Subsidiary,  as  appropriate,  and, to the
                  Knowledge  of the  Company by all other  parties  thereto,  in
                  accordance with their terms in all material respects.

         (o)      Compliance with Laws

                  . The  Company  and the  Subsidiaries  have  operated  and are
                  operating   their  business  in  compliance  in  all  material
                  respects with all Applicable Laws, and neither the Company nor
                  any  Subsidiary is in violation of, or in default  under,  any
                  term  of its  organizational  documents  or of  any  judgment,
                  decree,   writ,  statute,   governmental  rule  or  regulation
                  applicable  to the  Company or any of its  Subsidiaries  or to
                  which they or any of them is bound,  except to the extent that
                  such  violations or defaults would not (i) affect the validity
                  or enforceability of any Transaction  Document, or (ii) impair
                  the ability of the Company to perform any material  obligation
                  which the Company has under any Transaction Document, or (iii)
                  have any material  adverse effect in its assets,  liabilities,
                  business,   financial  condition,   result  of  operations  or
                  prospects.

         (p)      Business Plan and Use of Proceeds

                  . The Business Plan was prepared by the Company in good faith,
                  and is  based  on  assumptions,  projections,  expressions  of
                  opinion and estimates for which the Company believes there was
                  a  reasonable  basis in light of existing  market  conditions,
                  political and economic conditions,  technology,  demographics,
                  competition  and  regulatory  environment.  The purchase price
                  received  by the  Company  for the  Series  C  Shares  sold to
                  Investors  will be used by the Company  only for the  purposes
                  set forth in the Use of Proceeds  Summary attached in Schedule
                  3 to this Participation Agreement.

         (q)      Complete Statements

                  . No  representation  or  warranty  of  the  Company  in  this
                  Participation  Agreement  contains  any untrue  statement of a
                  material fact, and the  representations  and warranties of the
                  Company (together with the Disclosure Letter and the Reports),
                  taken as a whole, do not omit any statement necessary in order
                  to make any  material  statements  or  descriptions  contained
                  herein or therein in light of the  circumstances in which they
                  were made, not misleading or incomplete.

         (r)      Reports

                  . The Company  has made all  filings  required of it under the
                  Securities  Act  of  1933,  as  amended,  and  the  Securities
                  Exchange  Act of  1934,  as  amended.  The  Company  has  made
                  available  to each  Investor  each such report  prepared by it
                  since  December 31, 1998,  including its Annual Report on Form
                  10-KSB  for the  year  ended  December  31,  1998 in the  form
                  (including exhibits, annexes and any amendments thereto) filed
                  with the Securities and Exchange  Commission  (the "SEC"),  as
                  well  as  its  private  offering   memorandum  (the  "Offering
                  Memorandum")   dated  April,  1999   (collectively,   but  not
                  including  any  such  reports  filed  subsequent  to the  date
                  hereof,  its "Reports").  As of their  respective  dates,  the
                  Reports  did not contain  any untrue  statement  of a material
                  fact or omit to state a material  fact  required  to be stated
                  therein or necessary to make the statements  made therein,  in
                  light  of the  circumstances  in which  they  were  made,  not
                  misleading and no statement of material fact that was true and
                  not  misleading  as of the date of the  Report in which it was
                  made is untrue or misleading as of the date hereof in light of
                  events or changes in circumstances occurring since the date of
                  the Report which are not otherwise disclosed in the Reports or
                  the Disclosure Letter. Each of the consolidated balance sheets
                  included  in or  incorporated  by  reference  into the Reports
                  (including  the related notes and schedules)  fairly  presents
                  the  consolidated  financial  position  of the Company and its
                  Subsidiaries  as of its  date  and  each  of the  consolidated
                  statements  of  income  and  of  cash  flows  included  in  or
                  incorporated  by  reference  into its Reports  (including  any
                  related notes and schedules)  fairly presents the consolidated
                  results of operations,  retained  earnings and cash flows,  as
                  the case may be, of it and its  Subsidiaries  for the  periods
                  set  forth  therein   (subject,   in  the  case  of  unaudited
                  statements,  to notes and normal  year-end  audit  adjustments
                  that will not be material  in amount or effect),  in each case
                  in  accordance  with United States GAAP  consistently  applied
                  during the periods involved, except as may be noted therein.

         (s)      Related Party Transactions

                  . No officer,  director, or stockholder of the Company and its
                  Subsidiaries or any affiliate thereof,  or any member of their
                  immediate families is directly or indirectly interested in any
                  contract,  agreement,  arrangement  or  transaction  with  the
                  Company or any Subsidiary.

         (t)      Foreign Corrupt Practices Act

                  . None of the  Company nor any of the  Subsidiaries  or any of
                  their    respective    officers,     employees,     directors,
                  representatives  or  agents  acting  at the  direction  of the
                  Company or any of the Subsidiaries, acting in such a capacity,
                  has  taken  any  action  in  violation  of  any  anti-bribery,
                  anti-corruption   or  criminal  laws  of  the  United  States,
                  Guatemala, El Salvador, Venezuela, Costa Rica, Panama, Mexico,
                  Argentina  or  New  Zealand,  including  the  Foreign  Corrupt
                  Practices Act of 1977 of the United  States,  as amended,  and
                  including,   but  not  limited  to,  the  making  of  improper
                  payments,  directly  or  indirectly,  in the  form  of cash or
                  otherwise, to officials of any governmental authority.

         (u)      No Bank Regulation

                  . Neither of the Company nor any  Subsidiary is a bank subject
                  to  regulation as a bank or entered into  agreements  with any
                  governmental   authority   charged  with  the  supervision  or
                  regulation  of banks or bank  holding  companies or engaged in
                  the insurance of bank deposits.

         (v)      Property; Assets.

                  (i)     The  Disclosure  Letter  sets  forth  a  complete  and
                          accurate list of (i) all of the real property owned by
                          the   Company  or  a   Subsidiary   (the  "Owned  Real
                          Property") and (ii) all of the real property leased or
                          subleased by the Company or a Subsidiary  from a third
                          party  requiring a payment in excess of Fifty Thousand
                          United  States  Dollars   (US$50,000)  per  year  (the
                          "Leased Real  Property"  and,  together with the Owned
                          Real Property,  the "Real  Property").  The Company or
                          its  Subsidiaries  have (i) (A)  good  and  marketable
                          title to its  interest  in the  applicable  Owned Real
                          Property  and (B) a valid  leasehold  interest  in the
                          Leased Real  Property  as  provided in the  applicable
                          lease agreements (the "Real Property Leases") and (ii)
                          with  respect  to  any  other  material  property  and
                          assets,  good and marketable  title to its interest in
                          such property and assets, in each case, free and clear
                          of all  Liens,  except  for (A)  Liens,  encumbrances,
                          defects,   exceptions,   easements,   rights  of  way,
                          restrictions,   covenants,  claims  or  other  similar
                          charges listed or identified in the Disclosure  Letter
                          with respect to the  applicable  Real Property and (B)
                          Liens,  encumbrances,  defects,  easements,  rights of
                          way, restrictions,  covenants, claims or other similar
                          charges,  whether  or not of  record,  which  do  not,
                          individually  or in the aggregate,  materially  impact
                          the  use  or  operation   of  the  Real   Property  in
                          connection   with  the   Telecommunications   Business
                          consistent with the current use thereof.

                  (ii)     All  of  the  Real  Property,  machinery,   fixtures,
                           vehicles, equipment and other personal property owned
                           or  leased by the  Company  or any  Subsidiary  is in
                           satisfactory repair and operating condition, ordinary
                           wear and tear excepted.

                  (iii)    With respect to the Leased Real Property, neither the
                           Company nor any of its  Subsidiaries  has  received a
                           written  notice of (i) any monetary  default or other
                           material  default  thereunder or (ii)  non-compliance
                           with any Applicable Laws.

                  (iv)     Neither the Company nor any  Subsidiary  has received
                           any written  notice from any  Governmental  Authority
                           with respect to the Real  Property of any  violations
                           of any Applicable Laws, which violation is not in the
                           process of being cured or contested in good faith

         (w)      Employee Benefits

                  . Except as set forth in the  Disclosure  Letter,  neither the
                  Company nor any  Subsidiary  has any  employees  in the United
                  States.  With respect to all of the employee  benefit plans of
                  the  Company  and  its  Subsidiaries  (a)  such  plans  are in
                  material  compliance  with  any  Applicable  Laws,   including
                  relevant  tax laws,  and the  requirements  of any trust  deed
                  under  which  they  are  established,  (b)  all  employer  and
                  employee contributions to each such plan required by law or by
                  the  terms of such plan have  been  made,  or, if  applicable,
                  accrued, in accordance with normal accounting  practices;  and
                  (c) the fair market  value of the assets of each funded  plan,
                  the  liability  of each  insurer for any plan  funded  through
                  insurance  or the  book  reserve  established  for  any  plan,
                  together  with any accrued  contributions,  is  sufficient  to
                  procure or provide for the accrued  benefit  obligations  with
                  respect to all current and former participants in such plan.

         (x)      U.S. Employee Plans

                  . No employee benefit plan,  policy,  arrangement or agreement
                  is  maintained  for  the  benefit  of any US  employee  of the
                  Company  (each,   a  "Plan"),   no  Plan  is  intended  to  be
                  "qualified"  within  the  meaning  of  Section  401(a)  of the
                  Internal  Revenue  Code,  no Plan is  subject  to  Title IV of
                  Employee  Retirement  Income  Security  Act  ("ERISA")  and no
                  liability  under  Title IV of ERISA has been  incurred  by the
                  Company that has not been  satisfied in full, and no condition
                  exists  that  presents  a  material  risk  to the  Company  of
                  incurring a material liability thereunder.

         (y)      Insurance

                  . The Company  and each of the  Subsidiaries  is insured  with
                  respect to the matters set forth in the Disclosure Letter. All
                  such  insurance  is in full force and effect,  and neither the
                  Company nor any of the  Subsidiaries is in default  thereunder
                  and all claims  thereunder  have been correctly filed in a due
                  and timely  manner.  A list of all insurance  policies held by
                  the Company and each of the  Subsidiaries  with  coverages  in
                  excess of One Million United States Dollars  (US$1,000,000) is
                  set forth in the Disclosure Letter.

         (z)      IFC Policies

                  . To the best of its  Knowledge,  neither  the Company nor any
                  Subsidiary is in violation of any of the policies set forth in
                  Exhibit O (the "IFC Policies") and neither the Company nor any
                  Subsidiary has received or is aware of any  complaint,  order,
                  directive,  claim,  citation or notice  from any  Governmental
                  Authority  with respect to any matter of the Company's or such
                  Subsidiary's   compliance  with  the  relevant  environmental,
                  health  and  safety  laws and  regulations  in  effect  in any
                  Country such as, without limitation, air emissions, discharges
                  to surface water or ground water,  noise  emissions,  solid or
                  liquid  waste  disposal,  or  the  use,  generation,  storage,
                  transportation or disposal of toxic or hazardous substances or
                  wastes.

         (aa)     HSR Warranty

                  . The HSR Form filed or to be filed by the  Company  under the
                  HSR  Act  with  the  FTC and  the  Antitrust  Division  of the
                  Department   of  Justice,   was  prepared  and   assembled  in
                  accordance with instructions issued by the FTC. To the best of
                  its Knowledge,  the  information  contained in the HSR Form is
                  true,  correct and complete in accordance with the HSR Act and
                  its  regulations,  subject to the recognition  that reasonable
                  estimates  have been made  because  books and  records  do not
                  provide the required data.

5.       Pre-Closing Covenants

         . The Parties  agree as follows  with  respect to the  period,  if any,
         between the execution of this  Participation  Agreement and the Closing
         Date and, if appropriate, the Subsequent Closing Date:

         (a)      General

                  . Each of the Parties will use its reasonable  best efforts to
                  take all  actions and to do all things  necessary  in order to
                  consummate the transactions contemplated by this Participation
                  Agreement (including the satisfaction,  but not the waiver, of
                  the closing  conditions  set forth in section 6 below) and the
                  other Transaction Documents.

         (b)      Notices and Consents

                  . Each of the Parties will give any notices,  make any filings
                  and  use  its   reasonable   best   efforts   to  obtain   any
                  authorizations,   consents,   and   approvals   necessary   to
                  consummate the  transactions  described  herein.  Each of TCW,
                  Telematica, and the Company shall use its best efforts to make
                  a proper filing,  and to cause the waiting period to expire or
                  terminate  under the HSR Act,  and to take all  other  actions
                  necessary  to  permit  the  consummation  of the  transactions
                  contemplated  by the  Participation  Agreement  and the  other
                  Transaction Documents under the HSR Act.

         (c)      Operation of Business

                  . The  Company  will not,  and will not  cause or  permit  any
                  Subsidiary  to, prior to the Closing,  engage in any practice,
                  take any  action,  or enter into any  transaction  outside the
                  ordinary course of business.  Without  limiting the generality
                  of the foregoing,  the Company will not, and will not cause or
                  permit any Subsidiary, to take any action described in clauses
                  (ii)  through  (xii),  or the  last  sentence  of  the  second
                  paragraph, of Section 4(f).

         (d)      Preservation and Conduct of Business

                  .  The  Company  will  keep  its   business   and   properties
                  substantially  intact,  including  each  Subsidiary's  present
                  operations,   physical  facilities,  working  conditions,  and
                  relationships with lessors, licensors,  suppliers,  customers,
                  subscribers  and  employees  and  operate  and  carry  on  the
                  Telecommunications   Business  in  the   ordinary   course  of
                  business.

         (e)      Full Access

                  . The Company will permit,  and the Company will cause each of
                  the Subsidiaries to permit,  representatives  of the Investors
                  to have full and complete access at all reasonable  times, and
                  in a manner so as not to  interfere  with the normal  business
                  operations  of such  entities,  to all  premises,  properties,
                  personnel, books, records (including tax records),  contracts,
                  and  documents of or  pertaining  to each of such entities for
                  the purpose of enabling the Investors or their representations
                  to verify the accuracy of the  representations  and warranties
                  contained  herein,  to  verify  that  the  covenants  of  this
                  Participation   Agreement  have  been  complied  with  and  to
                  determine whether the conditions to Investors' performance set
                  forth herein have been satisfied.

         (f)      Notice of Developments

                  . The Company will give prompt written notice to the Investors
                  of any of the  following  that occur  prior to the  Subsequent
                  Closing  or  the  termination  of  this  Agreement  under  the
                  provisions of Section 8:

                  (i)      any   material   adverse   development   causing   or
                           potentially   causing   a   breach   of  any  of  the
                           representations and warranties set forth in Section 4
                           above,

                  (ii)     any event which constitutes a material default in any
                           of  the  terms,   conditions  or  provisions  of  any
                           Material Contract, or

                  (iii)    any other event or condition  which could  reasonably
                           be expected to have a material  adverse effect on the
                           assets,  operations,  operating results,  customer or
                           employee  relations,  business or financial condition
                           or prospects of the Company or of any Subsidiary.

                  Each  Investor  will give prompt  written  notice to the other
                  Parties of any material adverse  development that occurs prior
                  to the  Closing  and  causes  a  breach  of  any  of  its  own
                  representations   and  warranties  in  Section  3  above.   No
                  disclosure  by  any  Party  pursuant  to  this  Section  5(f),
                  however, shall be deemed to amend or supplement the Disclosure
                  Letter or  prevent  or cure any  misrepresentation,  breach of
                  warranty, or breach of covenant.

6.       Conditions to Obligations.

         (a)      Conditions to Obligations of Each Investor at the Closing

                  . The obligation of each Investor to consummate or cause to be
                  consummated the transactions to be performed at the Closing as
                  described  in the  appropriate  clauses  of  Section  2(c)  is
                  subject to the  satisfaction  or waiver by it of the following
                  conditions:

                  (i)      Each  other  Party  shall  consummate  or cause to be
                           consummated  the  transactions  contemplated  in  the
                           appropriate  clauses of Section  2(c) to be performed
                           at the Closing;

                  (ii)     the representations and warranties of the Company set
                           forth  in  Section  4,  and the  representations  and
                           warranties  of  each  other  Investor  set  forth  in
                           Section 3,  shall  have been true and  correct at the
                           execution hereof and shall be true and correct in all
                           respects at and as of the Closing  Date as if made on
                           the Closing Date;

                  (iii)    the  Company  and  each  other  Investor  shall  have
                           performed  and  complied  with  all of its  covenants
                           hereunder  in  all  material   respects  through  the
                           Closing Date;

                  (iv)     there have been received by the Investor  opinions of
                           counsel to the Company,  in substantially the form(s)
                           set forth in Exhibit J,  addressed  to all  Investors
                           and dated as of the Closing Date; and

                  (v)      no  court  or   Governmental   Authority  shall  have
                           enacted, issued, promulgated, enforced or entered any
                           law, statute, ordinance, rule, regulation, judgement,
                           decree, injunction or other order (whether temporary,
                           preliminary  or permanent)  that  continues in effect
                           and   restrains,   enjoins  or  otherwise   prohibits
                           consummation  of the  transactions to be performed at
                           the Closing.

         (b)      Conditions to Obligations of the Company at the Closing

                  . The  obligation  of the Company to consummate or cause to be
                  consummated the transactions to be performed at the Closing as
                  described in Section 2(c)(v) is subject to the satisfaction or
                  waiver of the following conditions:

                  (i)      each  Investor  shall   consummate  or  cause  to  be
                           consummated  the  transactions  contemplated  in  the
                           appropriate  clauses of Section  2(c) to be performed
                           by it at the Closing;

                  (ii)     the  representations  and  warranties  set  forth  in
                           Section  3 above  shall  be true and  correct  in all
                           material  respects  as to each  Investor at and as of
                           the Closing Date;

                  (iii)    no  court  or   Governmental   Authority  shall  have
                           enacted, issued, promulgated, enforced or entered any
                           law, statute, ordinance, rule, regulation, judgement,
                           decree, injunction or other order (whether temporary,
                           preliminary  or permanent)  that  continues in effect
                           and   restrains,   enjoins  or  otherwise   prohibits
                           consummation  of the  transactions to be performed at
                           the Closing; and

                  (iv)     each Investor  shall have performed and complied with
                           all  of its  respective  covenants  hereunder  in all
                           material respects through the Closing Date as if made
                           on that Closing Date.

         (c)      Conditions to Obligations at the Subsequent Closing

                  . The  obligation  of any Party  (the  "Performing  Party") to
                  consummate or cause to be  consummated  the  transaction to be
                  performed  at the  Subsequent  Closing as described in Section
                  2(d) is subject to the satisfaction or waiver by such Party of
                  the following conditions:

                  (i)      each  other  Party  shall  consummate  or cause to be
                           consummated  the  transactions  contemplated  in  the
                           appropriate  clauses of Section  2(d) to be performed
                           by it at the Subsequent Closing;

                  (ii)     no  court  or   Governmental   Authority  shall  have
                           enacted, issued, promulgated, enforced or entered any
                           law, statute, ordinance, rule, regulation, judgement,
                           decree, injunction or other order (whether temporary,
                           preliminary  or permanent)  that  continues in effect
                           and   restrains,   enjoins  or  otherwise   prohibits
                           consummation  of the  transactions to be performed at
                           the Subsequent Closing;

                  (iii)    any filing and waiting period requirements applicable
                           pursuant   to  the  HSR   Act  to  the   transactions
                           contemplated   to  be   performed  or  caused  to  be
                           performed by the Performing  Party shall have expired
                           or been terminated; and

                  (iv)     the  representations  and  warranties  of each  other
                           Party made as of the  Subsequent  Closing  Date,  (i)
                           with respect to the  Investors,  in  connection  with
                           Sections 3(e),  3(f), and 3(g), and (ii) with respect
                           to the  Company in  connection  with  Sections  4(a),
                           4(b),  4(c), 4(d), 4(f) (except as approved by budget
                           or  action  taken by the Board of  Directors),  4(j),
                           4(k),  4(t) and, to the extent the condition  relates
                           to the IFC's  obligations at the Subsequent  Closing,
                           4(z),  shall be true,  correct and complete at and as
                           of the  Subsequent  Closing  Date  as if  made on the
                           Subsequent Closing Date.

7.       Indemnity.  If any of the representations and warranties of the Company
         in this Participation  Agreement or any Transaction  Document is untrue
         or  inaccurate  as of  the  Closing  Date  or as of  the  date  of  the
         Subsequent  Closing,  or if  any  claim  or  lawsuit  described  in the
         Disclosure  Letter  is not  settled  as  described  therein,  or if the
         Company  or any of its  Subsidiaries  becomes  a  party  to  litigation
         arising out of events  occurring  before the  Closing  Date (any of the
         foregoing here referred to as an "Indemnity Event"),  the provisions of
         Section 7(a) and, if appropriate, Section 7(b) shall apply:

                  (a) If, as a result of the Indemnity Event, the Company or any
                  Subsidiary  incurs a liability or otherwise  suffers a loss in
                  value, and such liability or loss in value is not fully offset
                  by the value of any asset or benefit  received  by the Company
                  or a Subsidiary  in connection  with the Indemnity  Event (the
                  extent to which not so offset being  referred to herein as the
                  "Negative Delta") then,  subject to the limitations set out in
                  Sections  7(d)  and  7(e),  the  Company  shall  issue to each
                  Investor,  as an indemnity,  an additional number of shares of
                  the Company's  stock having the same rights and preferences as
                  the Series C Shares or, if any of the Series C Shares acquired
                  pursuant to this  Participation  Agreement have been converted
                  by such  Investor,  an  additional  number of shares of Common
                  Stock, ("Indemnity Shares") calculated as follows:

                  (i)      first,   each  Investor   shall  receive  by  way  of
                           indemnity a number of Indemnity Shares  determined by
                           multiplying  the  Negative  Delta  by the  Investor's
                           percentage  of the equity of the Company  acquired in
                           the  transactions   contemplated  by  this  Agreement
                           (being the Series C Shares acquired at the Closing or
                           the Subsequent Closing,  those acquired or subject to
                           acquisition  in the  exercise  of the rights  granted
                           under  the  Option  Agreement,  and  those  issued or
                           issuable  to it  pursuant to the Series C Warrants or
                           the FondElec/Internexus  Warrants),  and dividing the
                           sum  by the  Fair  Value  (taking  into  account  the
                           issuance  of the  Indemnity  Shares)  of a  share  of
                           Common Stock;

                  (ii)     second, each of FondElec and Internexus shall receive
                           by way of indemnity a number of additional  Indemnity
                           Shares  determined by multiplying  the Negative Delta
                           by its  percentage  of  the  equity  of  the  Company
                           obtained  by it  prior  to  the  Closing  or  in  the
                           exercise  of  rights  obtained  by it  prior  to  the
                           Closing  as  reflected  in  Schedule  1  to  the  CCI
                           Shareholders' Agreement, and dividing that product by
                           the Fair Value  (taking  into account the issuance of
                           the Indemnity Shares) of a share of Common Stock;

                  (iii)    third,   each  Investor   shall  receive  by  way  of
                           indemnity  such  a  number  of  additional  Indemnity
                           Shares as shall be required  to restore the  Investor
                           to the  percentage  ownership  of the Company that it
                           would have had if no shares had been issued  pursuant
                           to clause (ii) above; and

                  (iv)     fourth, each of FondElec and Internexus shall receive
                           by  way of  indemnity  such a  number  of  additional
                           Indemnity  Shares as shall be  required to restore it
                           to the  percentage  ownership  of the Company that it
                           would have had if no shares had been issued  pursuant
                           to clause (i) above.

         An  example  of the  foregoing  indemnity  calculations  is set  out in
         Exhibit P, and the Parties acknowledge that the method implicit in that
         example is to be used in making the  calculations  called for above. It
         is the Parties'  intention and agreement that the indemnity to FondElec
         and  Internexus  be in  lieu  of the  indemnities  extended  to them in
         connection  with their various  transactions  with the Company prior to
         the Closing,  and each of FondElec and  Internexus (on behalf of itself
         and all parties  which could claim by or through it) hereby  waives all
         rights to make,  and releases the Company from,  indemnity  obligations
         under all prior indemnity agreements or provisions.

                  (b) To the extent the Indemnity Event is not manifested in the
                  Company, or any of its Subsidiaries,  incurring a liability or
                  suffering  a loss in value  not  fully  offset by the value of
                  assets or benefits  received in connection  with the Indemnity
                  Event,  but  nonetheless  an Investor or any of its directors,
                  officers,  employees,  agents  or  representatives  (each,  an
                  "Indemnitee")  suffers a loss or incurs  liability as a result
                  of the Indemnity Event, then the Company shall, subject to the
                  limitations set out in Sections 7(d) and 7(e),  indemnify such
                  Indemnitee  for the  loss by  making a  payment  to it in cash
                  equal to the amount of the loss.

                  (c) If there occurs a disagreement  between any Indemnitee and
                  the  Company  as to the  application  of this  Section  7, the
                  matter  shall be the  subject  of  dispute  resolution  in the
                  manner set out in Section 11(n).

                  (d) Claims  under this Section 7 that are based on a breach of
                  the Company's  representations and warranties may be made only
                  if  notice  of such  breach  is given by any  Investor  to the
                  Company during the period of validity of such  representations
                  and  warranties  as set out in Section 4. No claim may be made
                  pursuant  to Section  7(a) with  respect to a given  Indemnity
                  Event,  unless either (i) the Negative  Delta  resulting  from
                  such event exceeds One Hundred Thousand Dollars  (US$100,000),
                  or (ii) such Negative Delta,  when added to the Negative Delta
                  resulting  from  earlier  events  as  to  which  an  indemnity
                  pursuant to Section 7(a) has not been  satisfied,  exceeds Two
                  Hundred Fifty Thousand Dollars  (US$250,000).  No claim may be
                  made  pursuant  to  Section  7(b)  with  respect  to  a  given
                  Indemnity  Event  unless  either (i) the loss  suffered by all
                  Indemnitees  by  reason  of such  Indemnity  Event for which a
                  claim may be made  under  Section  7(b)  exceeds  One  Hundred
                  Thousand  Dollars  (US$100,000),  or (ii) if such  loss,  when
                  added to the losses  suffered by all  Indemnitees by reason of
                  Indemnity Events as to which an indemnity  pursuant to Section
                  7(b) has not been  satisfied,  exceeds  Two  Hundred and Fifty
                  Thousand Dollars (US$250,000).

                  (e) The Company shall not have any  obligation to indemnify an
                  Indemnitee, whether under Section 7(a) or Section 7(b), to the
                  extent that the loss suffered by the  Indemnitee  results from
                  the  breach  of  the  relevant   Investors'   representations,
                  warranties or agreements in the Participation Agreement or any
                  other  Transaction   Document,   or  the  Indemnitees'   gross
                  negligence or willful misconduct. The Company's obligations to
                  issue  stock by way of  indemnity  as set out in Section  7(a)
                  shall  constitute  the sole  remedy  for  breach  of  contract
                  available to the Indemnitees by reason of the happening of any
                  Indemnity  Event,   except  to  the  extent  Section  7(b)  is
                  applicable.

                  (f) At such time as the Company is obligated to indemnify  any
                  Indemnitee  under  Section 7(a) or Section  7(b),  the Company
                  shall  also  reimburse  such  Indemnitee  for  its  reasonable
                  attorney's  fees  and  other  out-of-pocket  expenses  of  the
                  Indemnitee,  if any,  incurred in  enforcing  its rights under
                  Section 7.

8.       Termination.

         (a)      Termination of Agreement

                  . The Parties may terminate  this  Participation  Agreement as
                  provided below:

                  (i)      The  Parties   may   terminate   this   Participation
                           Agreement  as  to  all  Parties  by  mutual   written
                           consent;

                  (ii)     Any  Investor  may   terminate   this   Participation
                           Agreement as to itself if,

                           (A)      prior to the Closing,
                                    (1)     the  Company  or any other  Investor
                                            has     breached    any    of    its
                                            representations,    warranties,   or
                                            covenants    contained    in    this
                                            Participation   Agreement   in   any
                                            material respect,

                                    (2)     such   Investor   has  notified  the
                                            Company  and each other  Investor of
                                            the breach prior to the Closing, and

                                    (3)     the  breach  has  continued  without
                                            cure  for a period  of two  business
                                            days after the notice of breach, or

                           (B)      if the Closing shall not have occurred on or
                                    before October 28, 1999, or, with respect to
                                    the   Subsequent   Closing   only,   if  the
                                    Subsequent  Closing  shall have not occurred
                                    on or before  January 18, 2000;  (unless the
                                    failure results primarily from such Investor
                                    breaching any representation,  warranty,  or
                                    covenant  contained  in  this  Participation
                                    Agreement); or

                           (C)      this   Participation   Agreement   has  been
                                    terminated as to any other Investor.

                  (iii)    The  Company   may   terminate   this   Participation
                           Agreement as to a given Investor if

                           (A)      (1)     such  Investor  has  breached any of
                                            its representations,  warranties, or
                                            covenants    contained    in    this
                                            Participation   Agreement   in   any
                                            material respect,

                                    (2)     the   Company   has   notified   the
                                            Investor of the breach, and

                                    (3)     the  breach  has  continued  without
                                            cure  for a period  of two  business
                                            days after the notice of breach, or

                           (B)      if the Closing shall not have occurred on or
                                    before October 28, 1999, or, with respect to
                                    the   Subsequent   Closing   only,   if  the
                                    Subsequent  Closing  shall have not occurred
                                    on or before  January 18,  2000  (unless the
                                    failure  results  primarily from the Company
                                    itself    breaching   any    representation,
                                    warranty,  or  covenant  contained  in  this
                                    Participation Agreement).

         (b)      Effect of Termination

                  .  If  any  Party  terminates  this  Participation   Agreement
                  pursuant to Section 8(a) above,  all rights and obligations of
                  the Party hereunder  shall terminate  without any liability of
                  any Party to any other Party,  except for any liability of the
                  terminating Party resulting from a breach that occurs prior to
                  the  termination.  A  termination  as to a given  Investor  as
                  contemplated  in clause (ii) or clause  (iii) of Section  8(a)
                  shall  not  have  the  effect  of  removing  such   Investor's
                  performance  from among the conditions  precedent to any other
                  Party's obligation hereunder as set out in Section 6, and each
                  other   Parties   shall  be  obligated  to  proceed  with  its
                  respective  transactions  contemplated  hereunder  only if and
                  when all of the  conditions  to their  obligations  set out in
                  Section 6 are either fully  performed,  or expressly waived by
                  the Party.

         (c)      Specific Performance

                  . Nothing in this Participation Agreement shall be interpreted
                  to  preclude  any  Party's  right to seek and obtain  specific
                  performance  of the terms of this  Participation  Agreement or
                  any equitable remedy.

9.       D'Ambrosio Participation

         .  Subject  to the  satisfaction  or  waiver of the  conditions  to the
         Company's obligation to consummate the transactions contemplated hereby
         as set forth in Section 6(b), each of the D'Ambrosios agrees to execute
         and  deliver  the CCI  Shareholder's  Agreement  at the  Closing.  Each
         D'Ambrosio  hereby  represents  and  warrants  to the  Company and each
         Investor  that (i) he or it has full power and authority to execute and
         deliver the CCI  Shareholders'  Agreement  and to perform his or its or
         obligations  thereunder,  (ii) the CCI  Shareholders'  Agreement,  when
         executed and delivered by him or it, will constitute his or its legally
         binding obligation, enforceable in accordance with its terms, except as
         may be limited by bankruptcy,  reorganization,  moratorium,  fraudulent
         conveyance and  insolvency  laws and by other laws affecting the rights
         of  creditors   generally,   and  except  as  may  be  limited  by  the
         availability  of equitable  remedies,  (iii) there is no requirement of
         Applicable Law that any notice be given, nor any filing, authorization,
         consent or  approval  or any  governmental  agency be obtained in order
         that he or it may execute and deliver the CCI Shareholders'  Agreement,
         and (iv) neither the execution nor the delivery by him or it of the CCI
         Shareholders' Agreement will violate any Applicable Laws to which he or
         to which it is  subject  or  conflict  with,  result in the  breach of,
         constitute a default under,  result in the acceleration of or create in
         any party the right to  accelerate,  terminate,  modify or cancel,  any
         agreement to which he or to which it is subject.

10.      Removal of Legend;Use of Proceeds.

         . The  Company  agrees to remove,  at the request of an  Investor,  any
         legend placed on the  Investor's  certificate  covering any  securities
         issued  pursuant  to  this  Participation   Agreement  or  any  of  the
         Transaction  Documents in order to comply with the requirements of U.S.
         Securities Laws at such time as no longer required thereby. The Company
         agrees that the purchase price received by the Company for the Series C
         Shares  sold to  Investors  will be used by the  Company  only  for the
         purposes set forth in the Use of Proceeds  Summary attached in Schedule
         3 to the Participation Agreement.

11.      Miscellaneous.

         (a)      Press Releases and Public Announcements

                  . No Party  shall  issue any press  release or make any public
                  announcement   relating   to  the   subject   matter  of  this
                  Participation  Agreement without the prior written approval of
                  each other Party;  provided,  however, that any Party may make
                  any public  disclosure  it  believes  in good faith that it is
                  required by applicable law or any listing or trading agreement
                  concerning its  publicly-traded  securities (in which case the
                  disclosing Party will advise the other Parties and afford such
                  Parties a reasonable  opportunity  under the  circumstances to
                  comment prior to making the disclosure).

         (b)      No Third Party Beneficiaries

                  . This Participation  Agreement shall not confer any rights or
                  remedies  upon any person or entity  other  than the  Parties,
                  their related Indemnitees and their respective  successors and
                  permitted assigns.

         (c)      Entire Agreement

                  . The English language version of this Participation Agreement
                  and  other  Transaction  Documents  (including  the  documents
                  referred to herein) constitutes the entire agreement among the
                  Parties and supersedes any prior  understandings,  agreements,
                  or  representations  by or among the Parties,  written or oral
                  (including,  specifically,  any  letter of intent or letter or
                  understanding  between the Parties), to the extent they relate
                  in any way to the subject matter hereof.

         (d)      Succession and Assignment

                  . This Participation Agreement shall be binding upon and inure
                  to the  benefit of the  D'Ambrosios  and the Parties and their
                  respective  successors  and  permitted  assigns.  Neither  any
                  D'Ambrosio nor any Party may assign either this  Participation
                  Agreement  or any of its  rights,  interests,  or  obligations
                  hereunder  without  the prior  written  approval  of the other
                  Parties,  except to a Person  to whom a  Transfer  of  Company
                  Equity is made free of the restrictions of Sections 2 and 3 of
                  the CCI Shareholders' Agreement.

         (e)      Counterparts

                  . This Participation  Agreement may be executed in one or more
                  counterparts,  each of which shall be deemed an  original  but
                  all of  which  together  will  constitute  one  and  the  same
                  instrument.  For purposes of this Participation Agreement, the
                  delivery of a counterpart  signature by  telephonic  facsimile
                  transmission shall be deemed the equivalent of the delivery of
                  an original counterpart signature.

         (f)      Headings

                  .  The  section  headings   contained  in  this  Participation
                  Agreement  are  inserted  for  convenience  only and shall not
                  affect  in any  way  the  meaning  or  interpretation  of this
                  Participation Agreement.

         (g)      Notices

                  .  All  notices,   requests,   demands,   claims,   and  other
                  communications  hereunder  will  be in  writing.  Any  notice,
                  request, demand, claim, or other communication hereunder shall
                  be  deemed  duly  given  when   actually   received,   whether
                  personally delivered,  transmitted by fax or sent by reputable
                  air courier (such as Federal  Express or DHL) and addressed to
                  the intended recipient as set forth below:

                  If to the Company:

                           Convergence Communications, Inc.
                           c/o Lance D'Ambrosio
                           102 West 500 South, Suite 320
                           Salt Lake City, Utah 84101
                           Fax:  (801) 532-6060

                  Copy to:

                           Parsons Behle & Latimer
                           201 South Main Street, Suite 1800
                           Salt Lake City, Utah  84111
                           Attention:  Scott R. Carpenter, Esq.
                           Fax:  (801) 536-6111

                  If to Telematica:

                           Telematica EDC, C.A.
                           Avenida Vollmer, San Bernardino - Apartado 2299
                           Caracas 1010-A-Venuezala
                           Attention:  Norberto Corredor
                           Fax:  011-582-502-3477

                  Copy to:

                           Angel Gabriel Viso
                           Viso Rodriguez Cottin Medina Garrido & Associados
                           Torre Banvenez
                           Av. Francisco Solano, Sabana Grande
                           Caracas 1050, Venezuela
                           Fax:  011-582-762-4562

                           Arnold & Porter
                           555 Twelfth Street, N.W.
                           Washington, D.C.  20004-1206
                           Attention:  Bruce A. Adams
                           Fax:  (202) 942-5999

                  If to TCW:

                           TCW/CCI Holding LLC
                           200 Park Avenue, Suite 2100
                           New York, New York  10166
                           Attention:  Mr. Mario Baeza
                           Telephone:  (212) 771-4147
                           Fax:  (212) 771-4155

                  Copy to:

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           919 Third Avenue
                           New York, New York  10022
                           Attention:  Mr. Paul Schnell
                           Telephone:  (212) 735-2322
                           Fax:  (212) 735-7485

                  If to IFC:

                           International Finance Corporation
                           2121 Pennsylvania Avenue, NW
                           Washington, D.C.  20433  USA
                           Attention:  Umberto Pisoni
                           Telephone:  (202) 473-9143
                           Fax:  (202) 974-4403

                  If to Glacier:

                           Glacier Latin-America Ltd.
                           2999 NE 191 Street, #404
                           Aventura, FL  33180
                           Attention:  Mr. Gregorio Berliavsky
                           Telephone:  (305) 935-6511
                           Fax:  (305) 935-6512

                  If to FondElec:

                           FondElec Essential Services Growth Fund, L.P.
                           333 Ludlow Street
                           Stamford, CT  06902
                           Attention:  George Sorenson
                                        Gaston Acosta Rua
                           Fax: (203) 326-4578


                  If to Internexus:

                           Jorge Fucaraccio and/or
                           Pedro Schiller
                           Internexus S.A.
                           Peron 925, Piso 1
                           C1038AAS Buenos Aires
                           Argentina
                           Fax:  5411-4320-7560

                  Copy to:

                           Bazan-Cambre &Orts
                           Florida 234-Piso 4
                           C1005AAF-Buenos Aires
                           Argentina
                           Fax:  5411-4325-3564


                  Any Party may send any  notice,  request,  demand,  claim,  or
                  other communication hereunder to the intended recipient at the
                  address  set forth  above  using any  other  means  (including
                  personal  delivery,   messenger  service,   telecopy,   telex,
                  ordinary  mail,  or  electronic  mail),  but no  such  notice,
                  request, demand, claim, or other communication shall be deemed
                  to have been  duly  given  unless  and  until it  actually  is
                  received by the intended  recipient.  Any Party may change the
                  address to which notices, requests, demands, claims, and other
                  communications  hereunder  are to be  delivered  by giving the
                  other Parties notice in the manner herein set forth.

         (h)      Governing Law

                  .  This  Participation  Agreement  shall  be  governed  by and
                  construed in accordance with the domestic laws of the state of
                  New York,  United States of America,  without giving effect to
                  any choice or conflict of law  provision  or rule  (whether of
                  the state of Utah or any other  jurisdiction) that would cause
                  the application of the laws of any jurisdiction other than the
                  state of New York.

         (i)      Amendments and Waivers

                  . This  Participation  Agreement  may be amended,  extended or
                  modified by a writing signed by the Investors, the D'Ambrosios
                  and the  Company.  No waiver shall be deemed to have been made
                  unless in  writing,  nor shall any  waiver by any Party of any
                  default, misrepresentation,  or breach of warranty or covenant
                  hereunder,  whether intentional or not, be deemed to extend to
                  any prior or subsequent default, misrepresentation,  or breach
                  of  warranty or  covenant  hereunder  or affect in any way any
                  rights  arising  by  virtue of any  prior or  subsequent  such
                  occurrence.

         (j)      Severability

                  . Any term or provision of this  Participation  Agreement that
                  is  invalid  or   unenforceable   in  any   situation  in  any
                  jurisdiction  shall not affect the validity or  enforceability
                  of the remaining  terms and provisions  hereof or the validity
                  or  enforceability  of the offending  term or provision in any
                  other situation or in any other jurisdiction.

         (k)      Expenses

                  . Each of the  Parties  will bear its own  costs and  expenses
                  (including  legal fees and  expenses)  incurred in  connection
                  with  this   Participation   Agreement  and  the  transactions
                  contemplated hereby.

         (l)      Construction

                  . The Parties have participated jointly in the negotiation and
                  drafting  of this  Participation  Agreement.  In the  event an
                  ambiguity or question of intent or interpretation arises, this
                  Participation  Agreement  shall  be  construed  as if  drafted
                  jointly by the Parties and no  presumption  or burden of proof
                  shall arise favoring or disfavoring any Party by virtue of the
                  authorship  of any of the  provisions  of  this  Participation
                  Agreement.   The  Parties  intend  that  each  representation,
                  warranty, and covenant contained herein shall have independent
                  significance.  If any Party has breached  any  representation,
                  warranty,  or covenant  contained  herein in any respect,  the
                  fact that there exists another  representation,  warranty,  or
                  covenant  relating to the same subject  matter  (regardless of
                  the relative  levels of  specificity)  which the Party has not
                  breached  shall not detract from or mitigate the fact that the
                  Party is in breach of the first  representation,  warranty, or
                  covenant.

         (m)      Incorporation of Attachments and Exhibits

                  . The Schedules and Exhibits  identified in this Participation
                  Agreement are incorporated herein by reference and made a part
                  hereof.

         (n)      Disputes.

                  (i)      The  provisions  of this  Section  11(n) shall be the
                           sole and  exclusive  method  for  resolving  disputes
                           between  the Parties or their  successors  or assigns
                           arising   under  or  relating  to  the   transactions
                           contemplated by this  Participation  Agreement or any
                           other Transaction Documents.  In the event there is a
                           dispute  under this  Participation  Agreement  or any
                           Transaction  Documents,  the Parties  shall meet with
                           one another and  diligently  attempt to resolve their
                           disagreements. If they are unable to do so, then upon
                           request  of any  Party  to  the  dispute,  they  will
                           conciliate   the   dispute,    utilizing   a   single
                           conciliator  pursuant  to the ICC  Rules of  Optional
                           Conciliation  in a  proceeding  to take  place in New
                           York,  New  York,  and  carried  out in  the  English
                           language.  If, after 60 calendar  days, the mediation
                           is not successful,  then any Party to the dispute may
                           bring   arbitration   to  resolve   the   dispute  as
                           contemplated in this Section 11(n).

                  (ii)     Assuming negotiations and mediation are unsuccessful,
                           any Party to the dispute may submit the  disagreement
                           to binding arbitration by making a written demand for
                           arbitration.  The  arbitration  shall occur  before a
                           panel of three arbitrators in New York, New York, and
                           shall be governed by the Rules of  Arbitration of the
                           International  Chamber of Commerce including,  in the
                           event  of  more  than  two  Parties  to the  dispute,
                           Article 10 of such rules.  To assure  predictability,
                           the  arbitrators  shall be  persons  selected  by the
                           Parties with experience in  telecommunication  issues
                           and commercial  transactions.  The arbitrators  shall
                           base their  decision on the terms and  conditions  of
                           this Participation  Agreement, and shall not vary the
                           same, New York statutory law, and judicial precedent,
                           and will  include in the award  findings  of fact and
                           conclusions  of law upon  which  the  award is based.
                           Subject to the  limitation  set out in the  Indemnity
                           clause above, the arbitrators may grant such legal or
                           equitable  relief  as they  deem  to be  appropriate,
                           including  money damages,  specific  performance  and
                           injunctive relief.

                  (iii)    Questions  of  whether  the  dispute  is  subject  to
                           arbitration  shall  also be  decided  by the panel of
                           arbitrators.

                  (iv)     Any  Party may  request  and  obtain  from a court of
                           competent   jurisdiction   provisional  or  ancillary
                           remedies  for  relief  such as an  injunction  or the
                           appointment of a receiver,  but the  institution of a
                           judicial  proceeding  will not constitute a waiver of
                           the  right of such  Party  to  submit  a  dispute  to
                           arbitration.  Judgment upon an arbitration  award may
                           be entered in any court having jurisdiction.  Subject
                           to the award of the arbitrators, each Party shall pay
                           an equal share of the arbitrators'  fees,  except the
                           arbitrators   shall  have  the  power  to  award  all
                           expenses (including attorney's fees, costs and expert
                           witness fees) to the prevailing  Party, as determined
                           by  the  arbitrators.  All  matters  relative  to the
                           arbitration,  including the result thereof,  shall be
                           maintained  as  confidential  by all  Parties to this
                           Participation Agreement, except as required to obtain
                           judgment  upon an  arbitration  award or otherwise as
                           required by law.

         (o)      Special IFC Covenants.

                  (i)      The  Company  and  its  Subsidiaries   shall  design,
                           construct, operate, maintain and monitor all of their
                           sites, plant, equipment and facilities:

                           (A)      in   accordance   with  the  IFC   Policies;
                                    provided,   however,  that  such  obligation
                                    shall not be deemed to require  the  Company
                                    or   any    Subsidiary    to    perform   an
                                    environmental    assessment    of   projects
                                    proposed nor shall the IFC have the right to
                                    approve or disapprove any proposed operation
                                    of the Company or any Subsidiary;

                           (B)      in   compliance   with   the   environmental
                                    mitigation and management measures,  as well
                                    as  applicable   environmental,   indigenous
                                    peoples, involuntary resettlement,  cultural
                                    property protection, occupational health and
                                    safety requirements, and any child labor and
                                    forced  labor  laws,  rules and  regulations
                                    (including    any    international    treaty
                                    obligations;  if  any)  of the  Governmental
                                    Authority of any Country;

                  (ii)     Neither the Company  nor its  Subsidiaries  shall use
                           the  proceeds  of the sale of the  Series C Shares to
                           IFC in the  territories  of any  country  other  than
                           less-developed  countries  in which  IFC is  actively
                           pursuing  operations (as described in its 1999 annual
                           report)  or for  reimbursements  of  expenditures  in
                           those   territories  or  for  goods  produced  in  or
                           services supplied from any such country.

         (p)      Reporting to IFC.

                  (i)      Within  ninety (90) days after the end of each fiscal
                           year,  deliver  to IFC an annual  monitoring  report,
                           confirming compliance with the applicable national or
                           local   requirements,    the   IFC   Policies,    the
                           environmental  mitigation and management measures and
                           Section (o)(i) or, as the case may be,  detailing any
                           non-compliance  together  with the action being taken
                           to ensure compliance.

                  (ii)     As soon as  possible  but no later than five (5) days
                           after its  occurrence,  notify IFC of any incident or
                           accident   involving   the  Company  or  any  of  its
                           Subsidiaries  which has or may reasonably be expected
                           to have an adverse effect on the environment,  health
                           or safety, including, without limitation, explosions,
                           spills or workplace  accidents which result in death,
                           serious  or  multiple  injury  or  major   pollution,
                           specifying,  in each case, the nature of the incident
                           or accident, the on-site and off-site impacts arising
                           or likely to arise  therefrom  and the  measures  the
                           Company or such Subsidiary is taking or plans to take
                           to address  those  impacts;  and keep IFC informed of
                           the on-going implementation of those measures.


         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/ Noberto Corredor
                                             -----------------------------------
                                         Its:  Duly Authorized
                                             -----------------------------------

                                         TCW/CCI HOLDING LLC

                                         By:   /s/ Mario L. Baeza
                                             -----------------------------------
                                         Its:  Chairman and CEO
                                             -----------------------------------

                                         INTERNATIONAL FINANCE CORPORATION

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

                                         GLACIER LATIN-AMERICA LTD.

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

                                         FONDELEC ESSENTIAL SERVICES
                                         GROWTH FUND, L.P.

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

                                         Its: General Partner

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

                                         INTERNEXUS S.A.

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

                                         JOINDER FOR PURPOSES OF SECTION 9:

                                                /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:
                                             -----------------------------------




              EXHIBITS                                  SCHEDULES
              --------                                  ---------
1. Exhibit A  CCI Stock Purchase Agreement  1. Schedule 1 Definitions

2. Exhibit B  Option Agreement              2. Schedule 2 Rights and Preferences
                                                          of Series C Shares

3. Exhibit C  Series C Warrant              3. Schedule 3 Use of Proceeds
                                                          Summary
4. Exhibit D  FondElec/Internexus Warrant

5. Exhibit E  CCI Shareholders' Agreement

6. Exhibit F  Registration Rights Agreement

7. Exhibit G  Salvador Subscription Agreement

8. Exhibit H  Salvador Shareholders' Agreement

9. Exhibit I  Colombia Letter of Intent

10.Exhibit J  Closing Opinions

   Exhibit J-1 Thelen Reid & Priest LLP Enforceability Opinion

   Exhibit J-2 Parsons Behle & Latimer Estate Opinion

   Exhibit J-3 Parsons Behle & Latimer Corporate Opinion

11.Exhibit K   Partial Release of the Salvador Note

12.Exhibit L   Subsequent Closing Opinion

13.Exhibit M   CCI Salvador's Acknowledgment of Capitalization of
               Inter-company Receivable

14.Exhibit N   Financial Statements

15.Exhibit O   IFC Policies

16.Exhibit P   Example of Indemnity Calculations


                                   SCHEDULE 1.

                              INDEX OF DEFINITIONS.

         For purposes of the  Participation  Agreement and the other Transaction
Documents, the following words and phrases shall have the meanings identified as
follows (where a reference is to a Recital, Section or clause, the same shall be
taken to be to the corresponding provision of the Participation Agreement unless
otherwise noted):

         "Applicable Law" means all published  constitutions,  statutes,  rules,
         regulations,  orders, decrees, codes, rulings, charges, injunctions, or
         judgments  applicable  to the entity or person in question with respect
         to a relevant matter.

         "Budget"  shall have the meaning set forth in the first  recital of the
         Participation Agreement.

         "Business Day" means a day on which banks are open both in the State of
         New York and in Caracas, Venezuela.

         "Business Plan" shall have the meaning set forth in the first recital.

         "CCI Companies" shall have the meaning set forth in Section 4(b) of the
         CCI Shareholders' Agreement.

         "CCI  Salvador"  shall mean Chispa Dos Inc., a Cayman  Islands  limited
         liability company.

         "CCI  Shareholders'  Agreement"  shall  have the  meaning  set forth in
         Section 2(a)(vi).

         "CCI Stock  Purchase  Agreements"  shall have the  meaning set forth in
         Section 2(a)(i).

         "Closing" shall have the meaning set forth in Section 2(a).

         "Closing Date" shall be the date on which the Closing occurs.

         "Colombia Letter of Intent" shall have the meaning set forth in Section
         2(x).

         "Common  Stock"  means  the  shares  of  common  stock  of  Convergence
         Communication, Inc. with a par value of $0.001 each.

         "Company" shall have the meaning set forth in the preamble.

         "Company  Equity" shall have the meaning given in the second recital of
         the CCI Shareholders' Agreement.

         "Company  Shares" shall have the meaning given in the second recital of
         the CCI Shareholders' Agreement.

         "Control" (and, with  correlative  meaning,  "Controlled by" and "under
         Common Control with") means the possession,  directly or indirectly, of
         the power to direct the  management  of a Person  through  ownership of
         voting securities, exercise of contract rights, or otherwise.

         "Control  Affiliate"  of  a  Shareholder  Party  means  a  Person  that
         Controls, is Controlled by or under Common Control with the Shareholder
         Party,  or succeeds to all or  substantially  all of the  business  and
         assets of the Shareholder Party.

         "Country" shall mean Costa Rica, El Salvador, Guatemala, Panama, Mexico
         and Venezuela.

         "Disclosure Letter" shall have the meaning set forth in recital A.

         "Environmental  Law" shall mean all the United  States,  Guatemala,  El
         Salvador,  Venezuela,  Costa Rica,  Panama,  Mexico,  Argentina and New
         Zealand,  and other  countries,  federal,  provincial,  state and local
         laws,  regulations  rules and  ordinances,  relating  to  pollution  or
         protection  of  the  environment,   and  to  human  health  and  safety
         including,  without limitation,  laws relating to release,  discharges,
         leaching,  migration or disposal of hazardous,  toxic,  or  radioactive
         substances, oils, pollutants or contaminants into the indoor or outdoor
         environment (including, without limitation, ambient air, surface water,
         groundwater, land, surface and subsurface strata) or otherwise relating
         to the manufacture,  processing, distribution, use, treatment, storage,
         transport  or  handling  of  such  substances,   oils,   pollutants  or
         contaminants.

         "Fair Value" shall mean,  with respect to a share of Common Stock,  (a)
         if the shares  are listed or  admitted  for  trading on any  Recognized
         Exchange, the last reported sales price as reported on such exchange or
         market, if available;  (b) if the shares are not listed or admitted for
         trading on any Recognized  Exchange or no such last sale information is
         available,  the  average  of the last  reported  closing  bid and asked
         quotation for the shares as reported on NASDAQ or a similar  service if
         NASDAQ is not  reporting  such  information;  (c) if the shares are not
         listed or admitted for trading on any  Recognized  Exchange or included
         in The Nasdaq  National  Market or Nasdaq or Nasdaq  SmallCap Market or
         quoted by a similar  service,  the average of the last reported bid and
         asked  quotation  for the  shares as  quoted  by a market  maker in the
         shares  (or if there is more than one market  maker,  the bid and asked
         quotation  shall be obtained  from two market makers and the average of
         the lowest bid and  highest  asked  quotation).  In the  absence of any
         available public quotations for the Common Stock, "Fair Value" shall be
         as is  determined by an investment  advisor of  international  standing
         reasonably  acceptable to the Company and three out of TCW, Telematica,
         Internexus   and   FondElec,    based   upon   conventional   valuation
         methodologies   that  the  advisor  believes  are  appropriate  in  the
         circumstances.

         "Financial  Statements"  shall  have the  meaning  set forth in Section
         4(f).

         "FondElec" shall have the meaning set forth in the preamble.

         "Fond Elec  December  Note" shall have the meaning set forth in recital
         C.

         "FondElec/Internexus  Warrant"  shall  have the  meaning  set  forth in
         Section 2(a)(v).

         "FTC"  means the  Federal  Trade  Commission  of the  United  States of
         America.

         "GAAP" means generally accepted accounting principles and practices, as
         set forth in the opinions and  pronouncements  adopted by a significant
         segment  of  the   accounting   profession   (including  any  generally
         recognized  applicable  principles or standards  boards,  committees or
         professional  organizations)  of  the  country  in  question  (as  such
         principles  are applied in such country as of the date of the financial
         statement  or other  documents  with respect to which the term is used)
         and, with respect to the United States,  the accounting  principles and
         practices  set  forth  in  the  opinions  and   pronouncements  of  the
         Accounting  Principles  Board and the  American  Institute of Certified
         Public  Accountants  and  the  statements  and  pronouncements  of  the
         Financial Accounting Standards Board.

         "Going-In  Value"  shall mean seven and 50/100  United  States  Dollars
         (US$7.50), except that if, as of the date the Going-In Value is used in
         any  calculation,  there has occurred any subdivision or combination of
         outstanding   shares   of   common   stock,   that   amount   shall  be
         proportionately reduced or increased, as appropriate, or if, as of that
         date,  shares of Common  Stock have been  issued as a dividend or other
         distribution  on Common  Stock,  that amount shall be  multiplied  by a
         fraction  (i) the  numerator  of which shall be the number of shares of
         Common  Stock  outstanding  immediately  prior  to the  declaration  or
         payment  of  such  dividend  or  other   distribution,   and  (ii)  the
         denominator  of which  shall be the  total  number  of shares of Common
         Stock outstanding  immediately after the declaration or payment of such
         dividend or other distribution.

         "Glacier" shall have the meaning set forth in the preamble.

         "Governmental  Authority" shall mean any national or local  government,
         governmental,   regulatory  or  administrative  authority,   agency  or
         commission or any court,  tribunal or judicial  body of United  States,
         Guatemala,  El  Salvador,   Venezuela,   Costa  Rica,  Panama,  Mexico,
         Argentina or New Zealand.

         "HSR Act" shall mean the Hart-Scott-Rodino  Antitrust  Improvements Act
         of 1976, as amended.

         "HSR Form" shall have the meaning set forth in Section 3(h).

         "IFC" shall have the meaning set forth in the preamble.

         "IFC Policies" shall have the meaning set forth in Section 4(z).

         "Indemnitee" shall have the meaning set forth in Section 7.

         "Indemnity Event" shall have the meaning set forth in Section 7.

         "Indemnity Shares" shall have the meaning set forth in Section 7.

         "Internexus" shall have the meaning set forth in the preamble.

         "Internexus  December Note" shall have the meaning set forth in recital
         D.

         "Investors" shall have the meaning set forth in the preamble.

         "Knowledge"   means  the  knowledge  of  the  Company  or  any  of  the
         Subsidiaries  and of each  Person who is serving or who has at any time
         served  as a  director  or  officer  of  the  Company  or  any  of  the
         Subsidiaries  and all knowledge  that any such Person could be expected
         to discover or otherwise become aware of had he or she fulfilled his or
         her  responsibilities as a director or officer of the Company or any of
         the Subsidiaries, as the case may be.

         "Lien" as to any Person, shall mean any mortgage, lien, pledge, charge,
         preferential payment arrangement, security interest, other encumbrance,
         or preferential  agreement having the effect of constituting a security
         interest,  including  without  limitation,  any equivalent  interest or
         right created or arising under the laws of any country where the person
         owns property.

         "Material Contracts" means all contracts,  agreements,  instruments and
         documents  to which the entity in  question  (or any one or more of its
         subsidiaries) is a party, (i) the breach, violation or default of which
         by that  entity (or its  subsidiaries)  would  have a material  adverse
         affect on the business,  properties,  assets,  conditions (financial or
         otherwise),   or   results  of   operations   of  the  entity  and  its
         subsidiaries,  taken as a whole,  (ii)  which  provides  for  aggregate
         payments  during the term thereof to be made or received by the Company
         in excess of Two Hundred and Fifty Thousand United States Dollars (U.S.
         $250,000)  or  (iii)  provides  any  Person  any  preemptive  or  other
         preferential  rights  with  respect to the  issuance  by such entity or
         subsidiaries.

         "Metrotelecom" shall have the meaning set forth in Section 4(e).

         "Negative Delta" shall have the meaning set forth in Section 7.

         "Offering  Memorandum"  means the private  placement  memorandum of the
         Company  dated  April  1999,  previously  delivered  to  the  Investor,
         relating to the offer and sale of the Company's to-be-designated Series
         C Preferred Stock.

         "Option  Agreement"  shall  have  the  meaning  set  forth  in  Section
         2(a)(iii).

         "Participation  Agreement"  shall  have the  meaning  set  forth in the
         preamble.

         "Person" means a natural  person,  corporation,  society,  partnership,
         joint venture,  unincorporated  association or other entity,  including
         any governmental, multilateral or quasi-public entity.

         "Prior Agreement" shall have the meaning set forth in the third recital
         of the CCI Shareholders' Agreement.

         "Publicly  Traded  Securities"  shall have the meaning given in Section
         2(a) of the CCI Shareholders' Agreement.

         "Qualified Disposition" shall have the meaning given in Section 2(a) of
         the CCI Shareholders' Agreement

         "Qualified  Public  Offering"  shall have the meaning  given in Section
         2(b) of the CCI Shareholders' Agreement.

         "Realized  Valuation Event" shall have the meaning set forth in Section
         2 of the Shareholders Agreement.

         "Recognized  Exchange" means the New York Stock Exchange,  the American
         Stock  Exchange  or  the  National   Market  System  for  the  National
         Association of Securities  Dealers  Automated  Quotation System, or any
         successor entities thereto.

         "Registration  Rights  Agreement"  shall have the  meaning set forth in
         Section 2(a)(vii).

         "Remedy Parties" shall have the meaning set forth in Section 8(d).

         "Reports" shall have the meaning set forth in Section 4(r).

         "Salvador   Notes"   shall  have  the  meaning  set  forth  in  Section
         2(a)(viii).

         "Salvador Shareholders'  Agreement" shall have the meaning set forth in
         Section 2(a)(ix).

         "Salvador   Shares"  shall  have  the  meaning  set  forth  in  Section
         2(a)(viii).

         "Salvador  Subscription  Agreement" shall have the meaning set forth in
         Section 2(a)(viii).

         "SEC" shall have the meaning set forth in Section 4(r).

         "Securities" shall have the meaning set forth in Section 3(e).

         "Securities Act" shall have the meaning set forth in Section 3(e).

         "Series C Shares" shall have the meaning set forth in Section 2(a)(i).

         "Series  C  Warrant"  shall  have the  meaning  set  forth  in  Section
         2(a)(iv).

         "Shareholders'  Parties"  shall have the meaning set forth in the first
         recital of the CCI Shareholder's Agreement.

         "Subsequent Closing" shall have the meaning set forth in Section 2(a).

         "Subsequent  Closing Date" shall mean the date on which the  Subsequent
         Closing occurs.

         "Subsidiary"  shall mean any Person that is  Controlled by the Company.
         The  Persons  listed in clause 1(d) of Section  4(c) of the  Disclosure
         Letter (except Comunicaciones  Centurion S.A.) shall be included within
         the meaning of the term "Subsidiary".

         "Target  Value" means an amount  determined  as of a given time that is
         equal to the greater of (a) twice the  Going-In  Value or (b) an amount
         that,   when  discounted  to  the  Going-In  Value  from  the  date  of
         calculation  to the  Closing  Date  yields a return  equal to the daily
         equivalent  of 40% per annum or greater,  calculated  on the basis of a
         365 day year for the number of days elapsed.

         "TCW" shall have the meaning set forth in the preamble.

         "Telecommunications  Business"  shall have the meaning set forth in the
         recital.

         "Telematica" shall have the meaning set forth in the preamble

         "Transaction  Documents"  shall have the  meaning  set forth in Section
         2(a).

         "Transaction  Resulting  in a  Change  of  Interest"  is a  transaction
         engaged in by the  Company or any  Subsidiary  as a result of which the
         rights or preferences  of the  Shareholder  Parties  derived from their
         holding of Company Equity are reduced,  the ownership  interests of the
         Shareholder Parties in the Company (or, indirectly,  in any Subsidiary)
         relative to each other are changed,  representation provided in Section
         5 of the CCI Shareholders'  Agreement are adversely affected,  or their
         right of Shareholder Parties to participate in corporate  governance as
         provided in Section 6 of the CCI Shareholders' Agreement are limited.

         "U.S.  Securities  Law" means the  Securities Act and all other federal
         securities  laws of the United  States and the  securities  laws of its
         separate states, together with the regulations issued pursuant thereto.

         "WCI"  shall  mean  WCI de  Cayman,  Inc.,  a  Cayman  Islands  limited
         liability company.