UNOFFICIAL ENGLISH TRANSLATION OF
                   MAIN PROVISIONS OF THE FINANCING AGREEMENT
                        BETWEEN TELEMATICA AND INTERANET


This Financing  Agreement (the  "Agreement")  is made by and between  Telematica
EDC, C.A. ("TELEMATICA") and Interamerican Net de Venezuela, S.A. ("INTERANET").
TELEMATICA and INTERANET are sometimes hereinafter referred to individually as a
"Party" and collectively as "Parties."


CLAUSE ONE

         TELEMATICA  shall  lend to  INTERANET  a sum not to exceed  Twenty  Six
Million United States  Dollars  (US$26,000,000),  which,  solely for purposes of
complying  with the  Venezuelan  Central Bank Law, is the  equivalent of Sixteen
Billion Three  Hundred  Eighty Six Million Five Hundred  Thousand  Bolivars (Bs.
16,386,500,000).  This sum shall be paid in its  equivalent  in  Bolivars at the
times set forth in this Agreement.


CLAUSE TWO

         TELEMATICA  shall deliver to INTERANET the sum of Seven Million  United
States Dollars (US$7,000,000),  which, solely for purposes of complying with the
Venezuelan  Central  Bank Law, is the  equivalent  of Four  Billion Four Hundred
Eleven Million Seven Hundred Fifty Thousand  Bolivars (Bs.  4,411,750,000) to be
used as working capital.

         TELEMATICA  shall  make  additional  [semiannual  payments]  until  the
completion   of  the  remaining   Nineteen   Million   United   States   Dollars
(US$19,000,000),  which,  solely for purposes of complying  with the  Venezuelan
Central Bank Law, is the equivalent of Eleven Billion Nine Hundred  Seventy Four
Million Seven Hundred Fifty Thousand Bolivars (Bs. 11,974,750,000),  in order to
perform  the  following  obligations:  (A) to make the  lease  payments  under a
leasing of fiber optic  agreement  entered into by C.A.  Electricidad de Caracas
("EDC")  and  INTERANET  (the  "Lease  Agreement")  for the lease of dark  fiber
strands;  and  (B)  to  make  payments  due  to  Administradora   Serdeco,  C.A.
("SERDECO")  under a commercial  services  agreement entered into by SERDECO and
INTERANET  (the  "Commercial  Services  Agreement").   For  the  above  purpose,
INTERANET  shall deliver to TELEMATICA  duly approved  invoices  pertaining  the
Lease Agreement and the Commercial  Services Agreement and TELEMATICA shall make
the  payments  within  three (3) business  days after such  delivery.  The Lease
Agreement  and the  Commercial  Services  Agreement  shall be negotiated in good
faith in order to satisfy the technical,  commercial, and reliability and safety
requirements of the Parties.

         The sums loaned by  TELEMATICA  shall earn an annual  interest  rate of
three  percent (3%),  which shall be calculated  over the sums actually paid and
delivered to INTERANET by TELEMATICA under this Agreement.  Such interests shall
be capitalized  semiannually  during the first four (4) years from the execution
of this Agreement and shall be paid  semiannually to TELEMATICA after the end of
the fourth year.  Any amount not paid by INTERANET to TELEMATICA  when due shall
bear an annual  interest  from the date due until  paid at a rate  equal to five
percent (5%).


CLAUSE THREE

         INTERANET  shall deliver a promissory note to TELEMATICA for the amount
provided in the first paragraph of Clause Two [e.g., US$7,000,000],  which shall
be  delivered  on the date of such  disbursement.  INTERANET  shall  deliver new
promissory notes to TELEMATICA for all subsequent disbursements. Such promissory
notes shall be  substituted  every six (6) months for a single  promissory  note
consolidating  all the sums  delivered  to  INTERANET  under this  Agreement  as
adjusted pursuant to the inflation  adjustment  provision  established in Clause
Five.

         TELEMATICA in lieu of requiring the repayment of the loans,  TELEMATICA
shall have the option to convert the credit  derived  from the loans into shares
of INTERANET,  before the maturity thereof  pursuant to Clause Four.  TELEMATICA
may  exercise  such  right  after  the  expiration  of the  third  year from the
execution of this Agreement.  TELEMATICA may also exercise this right before the
expiration of the third year upon the occurrence of any of INTERANET's  event of
default under Clause Four.

         The right of  conversion  into shares shall only be  exercised  for the
total amount of the loans actually disbursed simultaneously with the exercise of
the subscription  right to acquire shares pursuant to Clause Seven. The separate
or partial exercise of any of the rights of conversion or susbcription of shares
shall not be accepted.

         The rights of credit derived from the loans,  the Promissory  Note, and
any  other  rights  of  TELEMATICA  under  this  Agreement  are part of the same
negotiation,  and therefore, are transferable only when such transfer is for the
totality of such rights to only one  transferee,  which shall be an affiliate of
TELEMATICA or Convergence  Communications,  Inc. ("CCI") or an affiliate of CCI.
For  purposes  of this  Agreement,  the term  "Affiliate"  means an entity  that
controls,  is  controlled  or is  under  common  control  of  TELEMATICA  or CCI
respectively.

         The amounts due by TELEMATICA, evidenced by the promissory notes, shall
be converted  into shares,  which value shall be  determined in such manner that
the totality of the loans that  TELEMATICA  has the right to convert into shares
plus the nominal value of the shares that TELEMATICA has the right to subscribe,
shall be equal to a fifty percent (50%) of the capital stock of INTERANET at the
time such shares are subscribed.

         In the event EDC defaults  under the Lease  Agreement  and such default
results in its  termination,  TELEMATICA  shall make an election from one of the
following  options:  (A)  allow  that  loans to be  provided  under  the  second
paragraph  of Clause Two are  applied  for  paying  the rent due to a  different
lessor for the leasing of fiber optic, or (B) exercise its rights to convert and
subscribe shares provided in Clauses Three and Seven.


CLAUSE FOUR

         The loans under this Agreement  shall be paid in Bolivars on October 31
of 2015 with the adjustments  provided under this Agreement,  unless  TELEMATICA
has previously exercised its right of conversion [and subscription], as provided
in the preceding Clause.  This term has been agreed upon by the Parties in their
benefit.  Consequently,  INTERANET shall not prepay the loan until such term has
elapsed.

         Once the conversion  into shares is exercised,  the Parties shall enter
into a  shareholder  agreement  which shall have been  negotiated in good faith,
pursuant  to  which  CCI  shall be  granted  sufficient  control  to allow it to
consolidate  for accounting  purposes its  investment,  so long as  TELEMATICA's
participating interest is protected.

         The interests shall be paid  semiannually on April 30 and October 31 of
each year, starting on April 30 of 2004 until October 31 of 2015.

         However, the total amount of the loans shall be considered past due and
owned if:

 1)    INTERANET defaults under the Lease Agreement and the Commercial  Services
       Agreement resulting in the termination of such Agreements.
 2)    The  concessions  granted to INTERANET  identified in Annex D are revoked
       due to INTERANET's default under such concessions without recourse to any
       administrative or judicial procedure.
 3)    INTERANET  pays  dividends  before the  fourth  year from the date of the
       execution of this  Agreement or after the fourth year from the  execution
       of this Agreement without complying with numeral six of Clause Six.
 4)    INTERANET increases or decreases its capital stock.
 5)    INTERANET issues options,  debt instruments which may be convertible into
       shares,  warrants  or any other  kind of  instruments  which may  require
       INTERANET to issue additional shares.
 6)    INTERANET  amends its  articles  of  incorporation,  its  conditions  for
       issuing shares, or the nominal values of its shares.
 7)    INTERANET incurs  indebtedness or INTERANET  pledges assets for an amount
       exceeding  an amount  over ten  percent  (10%) of the  amounts  loaned to
       INTERANET under this Agreement.
 8)    INTERANET  conveys or leases all or an  important  portion of its assets,
       the aggregate of which exceeds Two Hundred Fifty  Thousand  United States
       Dollars (US$250,000);  or ceases participating in the  telecommunications
       business in Venezuela;  or merges or consolidates with a another company,
       or it is restructured or reorganized in any other form.


CLAUSE FIVE

         All and every one of the amounts in Bolivars  loaned by  TELEMATICA  to
INTERANET  under this  Agreement,  the amounts to be loaned in the future  under
this Agreement,  as well as any other amount in Bolivars herein shall be indexed
semiannually  in  accordance  with the CPI of the  Metropolitan  Area of Caracas
published by the Venezuelan  Central Bank. Every six months the promissory notes
delivered by INTERANET shall be substituted by other promissory notes reflecting
such indexed amounts.


CLAUSE SIX:  Obligations of INTERANET

 1)    INTERANET  shall pay taxes and  submit  the  corresponding  tax  returns,
       obtain the required licenses, permits and concessions for the performance
       of its activities  and the expansion of the same; and in general,  comply
       with its obligations under applicable law.
 2)    Comply with the concession agreements identified in Annex A.
 3)    Keep accounting books and records in accordance with Venezuelan Generally
       Accepted Accounting Principles, and applicable law.
 4)    Permit any representative duly designated in writing by TELEMATICA to (i)
       visit and inspect any and all of the  facilities,  (ii) examine the books
       and  records,  and (iii)  provide  copies of any  documents  requested in
       writing by TELEMATICA in a period no longer than five (5) days after such
       request  has been  delivered.  TELEMATICA  shall  keep  such  information
       provided by INTERANET confidential.
5)     Obtain and maintain  insurance in accordance with the  telecommunications
       sector standards.
6)     The  distributions  of dividends  shall be restricted  during the term of
       this Agreement in accordance with the following rules:
       A)    No  dividends  shall be paid for the first  four (4) years from the
             execution of this Agreement.
       B)    After the fourth year, dividends may be paid annually in accordance
             with the following:
              a.   Dividends shall be paid in cash
              b.  The most recent  payment of interests  shall have been paid in
                  cash and shall not have been capitalized by TELEMATICA.
              c.  The  dividends  in cash may not exceed the paid amount in cash
                  to TELEMATICA in the most recent payment of interests.
 7)    INTERANET's capital stock may not be increased or decreased.
 8)    INTERANET  may  not  issue  options,   debt  instruments   which  may  be
       convertible into shares, warrants or any other kind of instruments, which
       may require INTERANET to issue additional shares.
 9)    INTERANET shall not amend its articles of  incorporation,  its conditions
       for issuing shares, or the nominal values of its shares.
 10)   INTERANET may not (i) incur indebtedness,  or (ii) encumber assets for an
       amount  exceeding  ten percent  (10%) of the amounts  loaned to INTERANET
       under this Agreement.
11)    INTERANET may not merge, consolidate with a another company,  restructure
       or reorganize in any other form.
12)    INTERANET  may not convey or lease its  assets,  the  aggregate  of which
       exceeds Two Hundred Fifty Thousand United States Dollars (US$250,000).


CLAUSE SEVEN:  Subscription Rights

         Prior to the delivery of the amount  established in the first paragraph
of Clause Two, an INTERANET's  shareholders  meeting shall be held approving and
granting  TELEMATICA  the  subscription  right to acquire  shares of  INTERANET,
through  the payment of an amount of Twenty Six Million  United  States  Dollars
(US$26,000,000),  which  solely for purposes of  complying  with the  Venezuelan
Central Bank Law, is the equivalent of Sixteen  Billion Three Hundred Eighty Six
Million Five Hundred Thousand Bolivars (Bs. 16,386,500,0000).

         To the extent that INTERANET  subscribes capital increases or increases
in any other  form the  number of shares  before  TELEMATICA's  exercise  of its
conversion  right,  TELEMATICA  shall  have the  right to  subscribe  additional
shares, through the payment of an amount equal to such amount increased, so that
after exercising its conversion and subscription  rights and the subscription of
additional  shares  pursuant  to this  paragraph,  the  result  of  TELEMATICA's
exercise of all such rights shall be equal to fifty percent (50%) of INTERANET's
capital stock.

         The number of shares subject to the  subscription  right shall decrease
to the  extent  that  amount  of the loans  evidenced  by the  promissory  notes
referred  to in Clause  Three of this  Agreement  increases,  so that the shares
resulting from exercising such conversion and  subscription  rights shall always
be  equal  to fifty  percent  (50%) of  INTERANET's  capital  stock,  after  the
shareholders' meeting approving such increase in the capital stock has occurred.
The  Parties  shall  agree  upon (i) the  content  of the form of  Shareholders'
meeting  approving  the  increase  of  INTERANET's  capital  stock,  and (ii) an
explanatory table in connection with TELEMATICA's exercise of its conversion and
subscription rights. Such form and table shall be annexed to this Agreement.

CLAUSE EIGHT:  Rights to Cease Providing Funds

         In the  event  that an  administrative  authority  or a court  issues a
decree,  law,  resolution,  decision or any other judicial or administrative act
which  adversely  affects the  conditions of INTERANET or its capacity to comply
with its obligations  under this Agreement,  TELEMATICA  shall have the right to
cease providing funds to INTERANET.


CLAUSE NINE

         This Agreement  shall be terminated upon  TELEMATICA's  exercise of its
option to convert  its credit  derived  from the sums loaned to  INTERANET  into
shares of INTERANET,  for the total amount of the loans  simultaneously with its
right to acquire shares established in Clause Seven.


CLAUSE TEN:  Dispute Resolution

           -   Good  faith  negotiations (amicable  resolution)
           -   Conciliation Process:
                   -   bilingual conciliator (Spanish-English)
                   -   application of ICC Rules of Optional Conciliation
                   -   New York
           -   Arbitration:
                  -    3 bilingual arbitrators  (Spanish-English) experienced in
                       the telecommunications and business transactions sectors
                  -    International Chamber of Commerce Arbitration Rules
                  -    New York


CLAUSE ELEVEN:  Obligations of WCI de Venezuela, C.A.

         WCI de Venezuela,  C.A.  ("WCI") is (i) joined in this Agreement,  (ii)
obligated to do  everything  under its control to comply with the  provisions of
this Agreement, and (iii) a joint and several guarantor of INTERANET in order to
ensure  INTERANET's  compliance  with its  contractual  obligations  under  this
Agreement.

         WCI shall  transfer  to a bank or an  insurance  company  all shares to
which is titleholder before  TELEMATICA's  delivery of the amount established in
Clause Two in order to ensure that INTERANET and WCI comply with its contractual
obligations  under this  Agreement in accordance  with a trust  agreement  which
shall be negotiated in good faith and shall be annexed to this Agreement.


CLAUSE TWELVE:  Waiver of Contractual Rights

         The waiver may only be obtained  with the written  consent of the other
Parties.


CLAUSE THIRTEEN:  Notice


CLAUSE FOURTEEN:  Governing Law

         This Agreement shall be governed by the laws of Venezuela.