THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES  ACT OF 1933, AS AMENDED,  OR PURSUANT TO THE SECURITIES OR "BLUE
SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED,  SOLD,  TRANSFERRED,
PLEDGED,  HYPOTHECATED  OR  OTHERWISE  ASSIGNED  IN THE  UNITED  STATES,  EXCEPT
PURSUANT TO (i) A REGISTRATION  STATEMENT WITH RESPECT TO SUCH SECURITIES  WHICH
IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii)
ANY OTHER  EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT,  PROVIDED  THAT,  IF
REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY  SATISFACTORY IN FORM
AND  SUBSTANCE  IS  FURNISHED  TO  THE  COMPANY  THAT  AN  EXEMPTION   FROM  THE
REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.

         Series C
         Warrant No. 2                             For the Purchase of 500,000
                                                   Shares of Common Stock

                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                                       OF
                        CONVERGENCE COMMUNICATIONS, INC.
                             (A Nevada corporation)

         Convergence  Communications,  Inc., a Nevada  corporation  ("Company"),
hereby  certifies  that  TCW/CCI  Holding LLC  ("Investor"),  or its  registered
assigns of this Warrant ("Registered Holder"), is entitled, subject to the terms
set forth below,  to purchase from the Company Five Hundred  Thousand  (500,000)
fully paid and  nonassessable  shares of common stock  (subject to adjustment as
set forth in Section 5 below),  $.001 par value ("Common Stock"), of the Company
at an  exercise  price  determined  as set out in  Section 2 below,  subject  to
adjustment as set forth in Section 5 below.  The shares of Common Stock issuable
upon exercise of this Warrant ("Warrant"),  and the exercise price hereunder for
each of such  shares,  each  as  adjusted  from  time  to time  pursuant  to the
provisions of this Warrant,  are hereinafter referred to as the "Warrant Shares"
and the "Per Share Exercise Price", respectively.

         The  issue  of  this  Warrant  is  one  of  a  series  of  transactions
contemplated to occur under a certain Participation Agreement among the Company,
Investor,  and  certain  other  parties  thereto  and  dated  October  15,  1999
("Participation  Agreement").  Capitalized  terms used in this  Warrant  and not
otherwise  defined herein shall have the meaning given them in the Participation
Agreement.

1.       Exercise.

         (a)      This  Warrant may be exercised by the  Registered  Holder,  in
                  whole or in part, at any time and from time to time during the
                  period from the date hereof through 5:00 p.m. New York time on
                  October 18, 2003 (the "Exercise Period"), provided that events
                  have occurred that permit the Per Share  Exercise  Price to be
                  determined  as set  out in  Section  2, by  surrendering  this
                  Warrant,  with the purchase form appended  hereto as Exhibit A
                  duly  executed  by the  Registered  Holder,  at the  principal
                  office of the  Company,  or at such other  office or agency as
                  the Company may  designate,  together with the purchase  price
                  for such shares,  which may be paid in cash,  or in the manner
                  provided for in Section 3, provided,  however, that if the Per
                  Share Exercise Price is determined as set out in Section 2(c),
                  then  the  Warrant  shall be  deemed  to be  exercised  in its
                  entirety on the last day of the Exercise Period, and within 10
                  Business Days  thereafter  or, if later,  within five Business
                  Days  after the  Company's  demand  therefor,  the  Registered
                  Holder shall  surrender  this Warrant,  with the purchase form
                  appended  hereto as Exhibit A duly executed by the  Registered
                  Holder,  at the  principal  office of the Company,  or at such
                  other office or agency as the Company may designate,  together
                  with the purchase price for such shares,  which may be paid in
                  cash, or in the manner provided for in Section 3.

         (b)      Each  exercise  of this  Warrant  shall be deemed to have been
                  effected immediately prior to the close of business on the day
                  on which the Warrant shall have been  exercised as provided in
                  subsection  1(a) above. At such time, the Person or Persons in
                  whose name or names any  certificates for Warrant Shares shall
                  be issuable upon such exercise as provided in subsection  1(c)
                  below, shall be deemed to have become the holder or holders of
                  record of the Warrant Shares represented by such certificates.

         (c)      As soon as  practicable  after the exercise of this Warrant in
                  whole or in part,  and in any event  within 20  calendar  days
                  after the Per Share  Exercise  Price shall have been paid, the
                  Company at its expense will cause to be issued in the name of,
                  and delivered to, the  Registered  Holder,  or, subject to the
                  terms and conditions  hereof,  as such Registered Holder (upon
                  payment by such Registered  Holder of any applicable  transfer
                  taxes) may direct:

                  (i)      a certificate or certificates  for the number of full
                           Warrant Shares to which such Registered  Holder shall
                           be entitled upon such  exercise  plus, in lieu of any
                           fractional  share to  which  such  Registered  Holder
                           would  otherwise  be  entitled,  cash  in  an  amount
                           determined pursuant to Section 6 hereof; and

                  (ii)     in case such  exercise is in part only, a new warrant
                           (dated the date hereof) of like tenor, calling in the
                           aggregate on the face thereof for a number of Warrant
                           Shares equal to the number of such shares  called for
                           on the face of this Warrant, minus the number of such
                           shares  previously issued pursuant to any exercise of
                           the Warrant.

Determination  of  Exercise  Price.  The  Per  Share  Exercise  Price  shall  be
         determined as follows,  in each case,  subject to adjustment as set out
         in Section 5:

         (a)      If a Realized  Valuation Event occurs prior to the last day of
                  the Exercise Period then, if the value per share of the Common
                  Stock as evidenced by the Realized  Valuation  Event  (without
                  taking into consideration the number of shares of Common Stock
                  issuable under this or the other Series C Warrants, but taking
                  into  consideration  the number of such shares  issuable under
                  all other  warrants,  convertible  securities and options then
                  outstanding)  (the "Realized Value Before") is an amount that,
                  when  discounted  to the  Going-In  Value from the date of the
                  Realized  Valuation  Event to the Closing Date (based on a 365
                  day year),  yields a return equal to the daily  equivalent  of
                  45% per annum or greater,  then the Per Share  Exercise  Price
                  shall be equal to the Realized  Value Before.  Otherwise,  the
                  Per Share  Exercise  Price shall be  determined as provided in
                  Section 2(b).

         (b)      If the Realized  Value Before is not sufficient to provide the
                  yield as set out in Section 2(a),  then the Per Share Exercise
                  Price shall be a price less than the  Realized  Value  Before,
                  which price (the "Lower Price") shall be determined such that:

                  (i)      the sum of (A) the  number of shares of Common  Stock
                           into  which  all  of the  Series  C  Preferred  Stock
                           acquired   by  the   Investor   at  the   Closing  is
                           convertible  multiplied  by the  value of the  Common
                           Stock as evidenced by the  Realized  Valuation  Event
                           (taking  into  consideration  the number of shares of
                           Common  Stock  issuable  under  this  and  all  other
                           warrants,  convertible  securities  and options  then
                           outstanding)  (the "Realized Value After"),  plus (B)
                           the  number  of  Warrant  Shares  multiplied  by  the
                           difference  between the Realized  Value After and the
                           Lower Price,

                  (ii)     when   discounted  from  the  date  of  the  Realized
                           Valuation  Event to the Closing  Date (based on a 365
                           day year for the number of days elapsed) to an amount
                           equal  to the  aggregate  purchase  price  of all the
                           Series C Preferred  Stock acquired by the Investor at
                           the Closing,

                  yields  a  return  equal to the  daily  equivalent  of 45% per
                  annum, provided that the Lower Price shall not be greater than
                  the Realized Value After nor less than U.S.  $0.01. An example
                  of  such a  calculation  is  set  out as  Schedule  1 to  this
                  Warrant.

         (c)      If a Realized Valuation Event fails to occur prior to the last
                  day of the Exercise Period,  then the Per Share Exercise Price
                  shall be U.S.$0.01.

Cashless Exercise.The  Registered Holder may elect to pay the Per Share Exercise
         Price (a) by  surrender  to the Company of shares of Common Stock which
         have been held by the  Registered  Holder for at least six months,  and
         which  have a fair  value,  on the date of  exercise,  equal to the Per
         Share  Exercise  Price for the  number of  Warrants  exercised,  (b) by
         surrender  to the Company of shares of Series C  Convertible  Preferred
         Stock with a Realized Value After, determined on an as converted basis,
         equal to the Per Share  Exercise Price for the number of Warrant Shares
         exercised, (c) by surrender to the Company of this Warrant (as provided
         in Section 4 below) or (d) by a  combination  of cash and/or any of the
         securities described in clauses (b), (c) or (d) of this Section 3.

Conversion Rights. The Registered Holder shall have the right to convert Warrant
         or any portion thereof (the "Conversion  Right") into Warrant Shares as
         provided in this Section,  but only if this Warrant shall  otherwise be
         exercisable hereunder.

         Upon  exercise of the  Conversion  Right with  respect to a  particular
         number of Warrant Shares (the "Converted Warrant Shares"),  the Company
         shall  deliver  to  the  Registered  Holder  (without  payment  by  the
         Registered  Holder  of any cash or  other  consideration)  a number  of
         Warrant Shares determined as follows:

         (a)      a quotient is obtained by dividing

                  (i)      the  difference  between (A) the Realized Value After
                           (but, if the Conversion  Right is exercised after the
                           date on which the Realized  Valuation  Event  occurs,
                           the higher of the  Realized  Value After and the fair
                           value of the Common Stock as of the date of exercise)
                           and (B) the Per Share Exercise Price, by

                  (ii)     the Realized Value After (or, if the Conversion Right
                           is  exercised  after the date on which  the  Realized
                           Valuation  Event  occurs,  the higher of the Realized
                           Value After and the fair value of the Common  Stock),
                           and

         (b) then the quotient is multiplied by the number of Converted  Warrant
Shares.

Adjustments. The number and kind of  securities  issuable  upon the  exercise of
         this  Warrant  and the Per Share  Exercise  Price  shall be  subject to
         adjustment   from  time  to  time  in  accordance  with  the  following
         provisions.

         (a)      Certain Definitions.  For purposes of this Warrant:

                  (i)      The term  "Additional  Shares of Common  Stock" shall
                           mean all shares of Common Stock issued,  or deemed to
                           be issued by the Company  pursuant to subsection  (e)
                           of this Section 5, after the Subsequent Closing Date,
                           as  that  term  is  defined   in  the   Participation
                           Agreement or, if no Subsequent Closing, as defined in
                           the Participation  Agreement,  takes place, the first
                           date of issuance of this Warrant (the "Original Issue
                           Date") except:

                           (A)      issuances  of  Common   Stock,   convertible
                                    Securities   and/or   Options  to  officers,
                                    employees,    consultants    or   directors;
                                    provided  that such  issuances  pursuant  to
                                    this  clause  (A)  in the  aggregate  do not
                                    exceed more than 10% of the shares of Common
                                    Stock   outstanding,   as  determined  on  a
                                    fully-diluted    basis   (the    "Management
                                    Securities"); and

                           (B)      issuances  of  Common   Stock,   Convertible
                                    Securities,  warrants and/or Options granted
                                    or approved to be granted by the Board on or
                                    prior to the Original Issue Date.

                  (ii)     The term  "Common  Stock"  shall  mean (A) the Common
                           Stock and (B) the stock of the  Company of any class,
                           or series  within a class,  whether now or  hereafter
                           authorized, which has the right to participate in the
                           distribution  of  either  earnings  or  assets of the
                           Company without limit as to the amount or percentage.

                  (iii)    The  term  "Convertible  Securities"  shall  mean any
                           evidence of indebtedness,  shares or other securities
                           (other    than   the   Series   C    Warrants,    the
                           FundElec/Internexus Warrants and the Series C Shares)
                           convertible  into or exercisable or exchangeable  for
                           Common Stock.

                  (iv)     The term  "Options"  shall  mean any and all  rights,
                           options  or  warrants   (other  than  the  Management
                           Securities,    the    Series    C    Warrants,    the
                           FondElec/Internexus Warrants and the Series C Shares)
                           to subscribe for, purchase or otherwise in any manner
                           acquire Common Stock or Convertible Securities.

         (b)      Merger or Subdivision  or Combination of Shares.  In the event
                  of a merger or  consolidation  to which the Company is a party
                  prior to a given  exercise  of this  Warrant,  the  securities
                  issuable upon the exercise of this Warrant  shall,  after such
                  merger or  consolidation,  be  exercisable  into such kind and
                  number of shares of stock  and/or  other  securities,  cash or
                  other  property  which the  Registered  Holder would have been
                  entitled  to receive if the  Registered  Holder had  exercised
                  this  Warrant  prior  to  such  consolidation  or  merger.  If
                  outstanding shares of Common Stock are subdivided, or a record
                  is taken of the holders of Common  Stock for the purpose of so
                  subdividing,  prior to a given  exercise of this Warrant,  the
                  Per Share  Exercise  Price  applicable to the shares  issuable
                  upon such exercise  shall be reduced  proportionately  and the
                  number of shares  issuable  pursuant to this Warrant  shall be
                  proportionately  increased.  If  outstanding  shares of Common
                  Stock are  combined,  or a record is taken of the  holders  of
                  Common Stock for the purpose of so combining, prior to a given
                  exercise  of  this  Warrant,  the  Per  Share  Exercise  Price
                  applicable to the shares  issuable upon such exercise shall be
                  increased  proportionately  and the number of shares  issuable
                  pursuant to this Warrant shall be proportionately decreased.

         (c)      Stock  Dividends.  If shares of Common  Stock are  issued as a
                  dividend or other  distribution  on the Common  Stock (or such
                  dividend or  distribution  is declared or a record is taken of
                  the holders of Common Stock for the purpose of receiving  such
                  dividend or  distribution),  prior to a given exercise of this
                  Warrant,  the  Per  Share  Exercise  Price  applicable  to the
                  Warrant  Shares  issuable upon such exercise shall be adjusted
                  to an amount  determined by multiplying the Per Share Exercise
                  Price otherwise  applicable 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 and the number of Warrant
                  Shares issuable  pursuant to this Warrant shall be adjusted to
                  a number  determined  by  multiplying  the  number of  Warrant
                  Shares by the inverse of that fraction.  In the event that the
                  Company  shall declare or pay any dividend on the Common Stock
                  payable  in  any  right  to  acquire   Common   Stock  for  no
                  consideration, then the Company shall be deemed to have made a
                  dividend  payable in Common Stock in an amount of shares equal
                  to the maximum number of shares issuable upon exercise of such
                  rights to acquire Common Stock.

         (d)      Issuance of Additional  Shares of Common Stock. If the Company
                  issues  any  Additional  Shares  of  Common  Stock  (including
                  Additional Shares of Common Stock deemed to be issued pursuant
                  to  subsection  (e) below)  prior to a given  exercise of this
                  Warrant  (other than as provided in the foregoing  subsections
                  (b) and (c)), for no consideration or for a consideration  per
                  share  less  than  the  Per  Share  Exercise  Price  otherwise
                  applicable to the shares issuable upon such exercise,  the Per
                  Share  Exercise Price shall be reduced to a price equal to the
                  price at which the  Additional  Shares of  Common  Stock  were
                  issued.

         (e)      Deemed  Issue of  Additional  Shares of Common  Stock.  If the
                  Company at any time or from time to time after the date hereof
                  issues any Convertible Securities or Options or fixes a record
                  date  for  the  determination  of  holders  of  any  class  of
                  securities  then  entitled  to  receive  any such  Options  or
                  Convertible Securities,  then the maximum number of shares (as
                  set forth in the instrument relating thereto without regard to
                  any provisions  contained  therein designed to protect against
                  dilution) of Common Stock  issuable  upon the exercise of such
                  Options, or, in the case of Convertible Securities and Options
                  therefor,  the  conversion  or  exchange  of such  Convertible
                  Securities,  shall be deemed to be Additional Shares of Common
                  Stock  issued  as of the  time of such  issue  of  Options  or
                  Convertible  Securities  or, in case such a record  date shall
                  have been  fixed,  as of the close of  business on such record
                  date,  provided  that in any  such  case in  which  Additional
                  Shares of Common Stock are deemed to be issued:

                  (i)      no  further  adjustments  in the Per  Share  Exercise
                           Price shall be made by reason of the subsequent issue
                           of  Convertible  Securities or shares of Common Stock
                           upon the  exercise  of such  Options  or the issue of
                           Common Stock upon the  conversion or exchange of such
                           Convertible Securities; and

                  (ii)     if such Options or  Convertible  Securities  by their
                           terms provide, with the passage of time or otherwise,
                           for any  increase or  decrease  in the  consideration
                           payable to the  Company,  or  increase or decrease in
                           the number of shares of Common Stock  issuable,  upon
                           the exercise, conversion or exchange thereof, the Per
                           Share Exercise Price computed taking into account the
                           original  issuance  of such  Options  or  Convertible
                           Securities  (or upon the  occurrence of a record date
                           with respect thereto), and any subsequent adjustments
                           based  thereon,  by  reason of any such  increase  or
                           decrease becoming  effective,  shall be recomputed to
                           reflect  such  increase  or  decrease  insofar  as it
                           affects such Options or the rights of  conversion  or
                           exchange under such Convertible Securities (provided,
                           however,  that no such  adjustment  of the Per  Share
                           Exercise  Price shall affect Common Stock  previously
                           issued upon exercise of this Warrant).

         (f)      Determination of  Consideration.  For purposes of this Section
                  5, the consideration  received by the Company for the issue of
                  any  Additional  Shares of Common  Stock  shall be computed as
                  follows:

                  (i)      Cash and Property.  Such consideration shall:

                           (A)      insofar  as it  consists  of  cash,  be  the
                                    aggregate  amount  of cash  received  by the
                                    Company; and

                           (B)      insofar as it  consists  of  property  other
                                    than  cash,  be  computed  at the fair value
                                    thereof  at  the  time  of  the  issue,   as
                                    determined  in good  faith  by the vote of a
                                    majority  of  the  Board,  or if  the  Board
                                    cannot reach such agreement,  by a qualified
                                    independent  public  accounting  firm, other
                                    than the accounting firm then engaged as the
                                    Company's independent auditors.

                  (ii)     Options and Convertible Securities. The consideration
                           per share  received  by the  Company  for  Additional
                           Shares of  Common  Stock  deemed to have been  issued
                           pursuant to subsection (e) above, relating to Options
                           and  Convertible  Securities,  shall be determined by
                           dividing:

                           (A)      the  total  amount,   if  any,  received  or
                                    receivable  by the Company as  consideration
                                    for the issue of such Options or Convertible
                                    Securities,   plus  the  minimum   aggregate
                                    amount of additional  consideration  (as set
                                    forth in the instruments  relating  thereto,
                                    without  regard to any  provision  contained
                                    therein    designed   to   protect   against
                                    dilution)  payable to the  Company  upon the
                                    exercise of such  Options or the  conversion
                                    or exchange of such Convertible  Securities,
                                    or in the case of  Options  for  Convertible
                                    Securities, the exercise of such Options for
                                    Convertible Securities and the conversion or
                                    exchange of such Convertible Securities, by

                           (B)      the maximum number of shares of Common Stock
                                    (as set  forth in the  instruments  relating
                                    thereto,  without  regard  to any  provision
                                    contained   therein   designed   to  protect
                                    against dilution) issuable upon the exercise
                                    of such Options or conversion or exchange of
                                    such Convertible Securities.

         (g)      Other Provisions  Applicable to Adjustment Under this Section.
                  The   following   provisions   shall  be   applicable  to  the
                  adjustments  in Per Share  Exercise  Price as provided in this
                  Section 5:

                  (i)      Treasury Shares. The number of shares of Common Stock
                           at any time outstanding  shall not include any shares
                           thereof then directly or indirectly  owned or held by
                           or for the account of the Company.

                  (ii)     Other Action  Affecting  Common Stock. If the Company
                           shall  take  any  action  affecting  the  outstanding
                           number of shares of Common Stock other than an action
                           described in any of the  foregoing  subsections  5(b)
                           through 5(e) hereof,  inclusive,  which would have an
                           inequitable  effect on the  holders of this  Warrant,
                           then the Per Share  Exercise  Price shall be adjusted
                           in such  manner  and at such time as the Board on the
                           advice   of   the   Company's    independent   public
                           accountants   may  in  good  faith  determine  to  be
                           equitable in the circumstances.

                  (iii)    Minimum  Adjustment.  No  adjustment of the Per Share
                           Exercise  Price  shall be made if the  amount  of any
                           such  adjustment  would be an  amount  less  than one
                           percent (1%) of the Per Share  Exercise Price then in
                           effect,  but any such amount shall be carried forward
                           and an adjustment in respect thereof shall be made at
                           the  time  of  and  together   with  any   subsequent
                           adjustment  which,  together with such amount and any
                           other  amount or amounts so  carried  forward,  shall
                           aggregate an increase or decrease of one percent (1%)
                           or more.

                  (iv)     Certain  Adjustments.  The Per Share  Exercise  Price
                           shall not be adjusted upward except in the event of a
                           combination of the outstanding shares of Common Stock
                           into a smaller number of shares of Common Stock or in
                           the event of a readjustment of the Per Share Exercise
                           Price.

         (h)      Adjustment  to Lowest  Price.  The  Company  acknowledges  and
                  agrees that the  foregoing  provisions  of this  Section 5 may
                  require   adjustments  to  be  made  in  response  to  various
                  circumstances,   which   adjustments  may  result  in  varying
                  calculations  of the  Per  Share  Exercise  Price,  and  that,
                  notwithstanding  any of  such  foregoing  provisions,  the Per
                  Share Exercise Price  applicable upon a given exercise of this
                  Warrant  shall,  in any case,  be the lowest of the amounts so
                  calculable up to the date of exercise.

         (i)      Notices of Adjustments.  Whenever the Per Share Exercise Price
                  is  adjusted  as herein  provided,  an officer of the  Company
                  shall  compute  the  adjusted  Per  Share  Exercise  Price  in
                  accordance  with the foregoing  provisions and shall prepare a
                  written  certificate  setting  forth such  adjusted  Per Share
                  Exercise Price and showing in detail the facts upon which such
                  adjustment  is  based,  and  such  written   instrument  shall
                  promptly be delivered to the recordholders of this Warrant.

Fractional Shares.  The Company  shall not be required upon the exercise of this
         Warrant to issue any  fractional  shares,  but shall make an adjustment
         therefor in cash on the basis of the mean  between the low bid and high
         asked prices for the Warrant Shares on the  over-the-counter  market as
         reported by the National Association of Securities Dealers, Inc. or the
         closing  market  price of the Warrant  Shares on a national  securities
         exchange on the trading day immediately  prior to the date of exercise,
         whichever is applicable, or if neither is applicable, then on the basis
         of the then fair market value of a Warrant Share as shall be reasonably
         determined by the Board.

Limitation on Sales, etc. The Registered  Holder  acknowledges that this Warrant
         and the Warrant  Shares have not been  registered  under the Securities
         Act of 1933, as amended (the "Act"), and agrees, except as specified in
         the proviso hereto,  not to sell, pledge,  distribute,  offer for sale,
         transfer or  otherwise  dispose of this  Warrant or any Warrant  Shares
         issued  upon  its   exercise  in  the  absence  of  (a)  an   effective
         registration  statement under the Act as to this Warrant or the Warrant
         Shares  issued  upon  its  exercise  or both,  as the case may be,  and
         registration  or  qualification  of this Warrant or such Warrant Shares
         under any applicable  Blue Sky or state  securities law then in effect,
         or (b) an opinion of counsel,  satisfactory  to the Company,  that such
         registration  and  qualification  are not  required;  provided that the
         Registered  Holder may transfer  this Warrant at any time to any of its
         affiliates.

         Without  limiting the generality of the foregoing,  unless the offering
         and sale of the Warrant  Shares to be issued  upon the  exercise of the
         Warrant shall have been effectively registered under the Act and unless
         the sale is to an affiliate of the Registered Holder, the Company shall
         be under no  obligation  to issue the shares  covered by such  exercise
         unless  and  until  the  Registered   Holder  shall  have  executed  an
         investment letter in form and substance reasonably  satisfactory to the
         Company,  including a warranty at the time of such  exercise that it is
         acquiring such shares for its own account,  for investment and not with
         a view to, or for sale in connection with, the distribution of any such
         shares,  in which event a legend in  substantially  the following  form
         shall be  endorsed  upon the  certificate(s)  representing  the Warrant
         Shares issued pursuant to such exercise:

                  The securities  represented by this  certificate have not been
                  registered  under the Securities  Act of 1933, as amended,  or
                  pursuant  to the  securities  or "Blue Sky" laws of any state.
                  Such  securities  may  not  be  offered,  sold,   transferred,
                  pledged,  hypothecated or otherwise assigned,  except pursuant
                  to  (i)  a   registration   statement  with  respect  to  such
                  securities which is effective under such Act, (ii) Rule 144 or
                  Rule 144A under such Act,  or (iii) any other  exemption  from
                  registration  under such Act,  provided  that, if requested by
                  the Company, an opinion of counsel reasonably  satisfactory in
                  form  and  substance  is  furnished  to the  Company  that  an
                  exemption from the  registration  requirements  of such Act is
                  available.

Valid    Issuance;  Reservation  of Stock.  All shares of Common Stock  issuable
         upon the exercise of this Warrant shall,  upon issuance by the Company,
         be validly issued,  fully paid and nonassessable,  free from preemptive
         rights and free from all taxes,  liens or charges with respect  thereto
         created  or  imposed  by the  Company.  The  Company  will at all times
         reserve and keep  available,  solely for issuance and delivery upon the
         exercise  of  this  Warrant,  such  Warrant  Shares  and  other  stock,
         securities  and  property,  as from time to time shall be issuable upon
         the  exercise  of this  Warrant  and shall,  if  required to effect the
         purposes  of  this   Warrant,   use  its  best  efforts  to  cause  the
         authorization  of additional  capital stock of the Company  through the
         amendment of the Company's articles of incorporation or otherwise.

Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the
         Company of the loss,  theft,  destruction or mutilation of this Warrant
         and (in the case of loss,  theft or  destruction)  upon  delivery of an
         indemnity  agreement  in  an  amount  reasonably  satisfactory  to  the
         Company, or (in the case of mutilation) upon surrender and cancellation
         of this Warrant, the Company will issue, in lieu thereof, a new Warrant
         of like tenor.

Transfers, etc. The Registered Holder  acknowledges and agrees that this Warrant
         and its underlying  securities are subject to certain  restrictions  on
         transfer set forth in the CCI Shareholders'  Agreement, as that term is
         defined in the Participation  Agreement,  and that any transfer of this
         Warrant shall be subject to the  Registered  Holder's  compliance  with
         such  transfer  restrictions.  The  Company  will  maintain  a register
         containing  the names and addresses of the  Registered  Holders of this
         Warrant.  Any  Registered  Holder may change its, his or her address as
         shown  on the  warrant  register  by  written  notice  to  the  Company
         requesting  such change.  Until any transfer of this Warrant is made in
         the warrant  register,  the Company may treat the Registered  Holder of
         this  Warrant as the  absolute  owner hereof for all purposes and shall
         not be bound to recognize  any  equitable or other claim to or interest
         in this  Warrant on the part of any other  person;  provided,  however,
         that if and when this  Warrant  is  properly  assigned  in  blank,  the
         Company may (but shall not be obligated  to) treat the bearer hereof as
         the absolute owner hereof for all purposes,  notwithstanding any notice
         to the contrary.

Registration Rights.  This Warrant shall entitle the  Registered  Holder of this
         Warrant to the registration,  holdback,  piggyback and other rights set
         forth in the Amended and Restated  Registration  Rights Agreement dated
         as of the date hereof by and among the Holder,  certain other  Persons,
         and the Company, by which the Registered Holder agrees to be bound.

Mailing  of Notices,  etc. All notices and other communications from the Company
         to the Registered Holder of this Warrant shall be mailed by first-class
         certified  or  registered  mail,  postage  prepaid,  sent by  reputable
         overnight  delivery or by  facsimile  to the address  furnished  to the
         Company in writing by the last  Registered  Holder of this  Warrant who
         shall have furnished an address to the Company in writing.  All notices
         and other  communications from the Registered Holder of this Warrant or
         in connection  herewith to the Company  shall be mailed by  first-class
         certified  or  registered  mail,  postage  prepaid,  sent by  reputable
         overnight delivery or by facsimile (801-532-6060) to the Company at its
         offices at 102 West 500 South,  Suite 320, Salt Lake City,  Utah 84101,
         to the  attention  of  President,  or  such  other  address,  or to the
         attention  of such other  officer,  as the Company  shall so notify the
         Registered Holder.

No       Rights  as  Stockholders.  Until  the  exercise  of this  Warrant,  the
         Registered Holder of this Warrant shall not have or exercise any rights
         by virtue hereof as a stockholder of the Company.

Change   or Waiver. Any term of this Warrant may be changed or waived only by an
         instrument in writing  signed by the party against whom  enforcement of
         the change or waiver is sought.

Headings.The headings of this  Warrant are for  purposes of  reference  only and
         shall not limit or  otherwise  affect the meaning of any  provision  of
         this Warrant.

Governing Law. This Warrant will be governed by and construed in accordance with
the law of the  State  of New  York  including  Section  5-1401  of the New York
General  Obligations Law. All disputes arising under or relation to this Warrant
shall  first  be  subject  to  conciliation  in  accordance  with  the  Rules of
Conciliation of the International Chamber of Commerce and, failing conciliation,
be finally settled under the Rules of Arbitration of the  International  Chamber
of Commerce by three  arbitrators  appointed in accordance with said Rules.  The
place  of  arbitration  shall  be  New  York,  New  York.  The  language  of the
arbitration  shall be English.  In the event any dispute under the Participation
Agreement  relates in any way to the validity,  performance or interpretation of
this Warrant and an arbitral  tribunal is constituted  pursuant to Section 11(n)
of the Participation  Agreement,  all parties to any dispute hereunder agree (i)
to be  joined to the  procedures  initiated  pursuant  to  Section  11(n) of the
Participation  Agreement;  (ii)  to have  any  proceedings  initiated  hereunder
consolidated  with  proceedings  initiated  pursuant  to  Section  11(n)  of the
Participation  Agreement  and (iii) to be bound by any  ruling  of the  arbitral
tribunal constituted pursuant to Section 11(n) of the Participation Agreement or
any  interim or final award  thereof.  Submission  of  disputes  to  arbitration
pursuant to the Rules of Arbitration of the  International  Chamber of Commerce,
in consolidation with any disputes submitted to arbitration  pursuant to Section
11(n) of the Participation Agreement as provided above, shall be the sole method
of resolving  disputes between the Parties hereto.  Judgment upon an arbitration
award may be entered in any court having jurisdiction.




Dated: October 18, 1999             CONVERGENCE COMMUNICATIONS, INC.


                                            By:   /s/ Troy D'Ambrosio
                                                --------------------------------
                                                 Name:
                                                 Title:


<PAGE>



                                    EXHIBIT A

                                  PURCHASE FORM


To:      Convergence Communications, Inc.
         102 West 500 South
         Suite 320
         Salt Lake City, Utah 84101


                                                                    Dated:

         In accordance  with the provisions  set forth in the attached  Warrant,
the undersigned  hereby  irrevocably  elects to purchase _________ shares of the
Common Stock covered by such Warrant and herewith makes payment therefor in full
at the price per share provided for in such Warrant.

         The undersigned has had the opportunity to ask questions of and receive
answers  from the officers of the Company  regarding  the affairs of the Company
and  related  matters,   and  has  had  the  opportunity  to  obtain  additional
information necessary to verify the accuracy of all information so obtained.

         The  undersigned  understands  that the shares have not been registered
under the  Securities  Act of 1933, as amended,  or the  securities  laws of any
other jurisdiction, and hereby represents to the Company that the undersigned is
acquiring the shares for its own account,  for  investment,  and not with a view
to, or for sale in connection with, the distribution of any such shares.


                                    Signature

                                     Address