AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

         THIS AMENDED AND RESTATED  REGISTRATION  RIGHTS AGREEMENT,  dated as of
October 18, 1999 (this  "Agreement"),  is entered into by and among  CONVERGENCE
COMMUNICATIONS, INC., a Nevada corporation (the "Company"), PEGASUS GROUP, L.P.,
("Pegasus"),  FONDELEC  ESSENTIAL  SERVICES GROWTH FUND,  L.P., a Cayman Islands
limited  partnership  ("FESGF"),  INTERNEXUS S.A., an Argentine sociedad anonima
("Internexus"),   TELEMATICA   EDC,   C.A.,   a  Venezuelan   compania   anonima
("Telematica"),  TCW/CCI  HOLDING  LLC, a  Delaware  limited  liability  company
("TCW"),   INTERNATIONAL  FINANCE  CORPORATION,  an  international  organization
established by Articles of Agreement among its member countries ("IFC"), GLACIER
LATIN-AMERICA  LTD., a British Virgin  Islands  International  Business  Company
("Glacier"),  and LANCE D'AMBROSIO,  TROY D'AMBROSIO and the ESTATE OF GEORGE S.
D'AMBROSIO  (collectively,  the  "D'Ambrosios").   Pegasus,  FESGF,  Internexus,
Telematica,  TCW,  IFC and  Glacier are  collectively  referred to herein as the
"Purchasers" and each may be singularly referred to herein as a "Purchaser."

         WHEREAS,  Pegasus, FESGF, Internexus and the D'Ambrosios currently hold
shares of the Common  Stock of the Company and all such  parties  other than the
D'Ambrosios  currently  hold  Original  Warrants  (as defined  below) to acquire
additional  shares of the Common Stock of the Company,  all as more particularly
described on Schedule 1 hereto;

         WHEREAS,  pursuant to the terms of those  certain  Registration  Rights
Agreements dated February 4, 1997,  December 23, 1998, June 15, 1999,  August 6,
1999,  September 3, 1999 and October 1, 1999 (the  "Original  Agreements"),  the
Company  granted  Pegasus,  FESGF and Internexus  certain rights relating to the
registration  by the  Company of the Common  Stock to be  acquired by them under
such Original Warrants;

         WHEREAS,  pursuant to the terms of that certain Participation Agreement
dated October 15, 1999 among the Company and the  Purchasers  other than Pegasus
(the  "Participation  Agreement"),   the  Purchasers  other  than  FondElec  and
Internexus  have agreed to acquire  shares of the  Company's  Series C Preferred
Stock,  options to acquire  additional  shares of Series C Preferred  Stock, and
Series C Warrants (as defined  below) for cash,  and FESGF and  Internexus  have
agreed to convert  certain  amounts due them by the  Company  into shares of the
Company's Series C Preferred Stock,  options to acquire additional shares of the
Company's  Series C Preferred  Stock,  Series C Warrants (as defined  below) and
FondElec/Internexus Warrants (as defined below);

         WHEREAS,  it is a  condition  precedent  to the  acquisition  of  those
securities by such Purchasers under the Participation Agreement that the Company
provide certain registration rights to them in accordance with the terms hereof;

         WHEREAS,   to  facilitate   the   consummation   of  the   transactions
contemplated by the Participation  Agreement,  the Company also desires to grant
to the D'Ambrosios certain registration rights;

         WHEREAS, the parties desire that Telematica,  TCW, IFC and Glacier join
in the execution of, and be granted,  the  registration  rights granted Pegasus,
FESGF and Internexus pursuant to the Original Agreements and that, in connection
therewith,  this  Agreement be substituted in the place of, and replace in their
entirety, the Original Agreements; and

         WHEREAS,   the  parties  intend  that  this  Agreement  constitute  the
"Registration Rights Agreement," as defined in the Participation Agreement.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and for
other good and  valuable  consideration,  the  adequacy and receipt of which are
hereby  acknowledged,   the  parties  hereto  hereby  agree  that  the  Original
Agreements are hereby amended and restated in their entirety as follows:

                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.1 Definitions. The following terms shall have the meanings ascribed to
them below:

         "Agreement" means this Agreement, as amended,  modified or supplemented
from time to time,  in  accordance  with the  terms  hereof,  together  with any
exhibits, schedules or other attachments thereto.

         "Business Day" means any day that is not a Saturday, Sunday or a day on
which banking  institutions in New York, New York are authorized or obligated by
law, executive order or government decree to be closed.

         "CCI Shareholders' Agreement" means the CCI Shareholders' Agreement, as
that term is defined in the Participation Agreement.

         "Closing" has the meaning given it in the Participation Agreement.

         "Closing Date" has the meaning given it in the Participation Agreement.

         "Commission" means the United States Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

         "Common  Stock" means the common stock,  par value $.001 per share,  of
the Company.

         "Company" has the meaning ascribed thereto in the introduction hereof.

         "Controlling  Person" means a Controlling  Person as defined in Section
4.1.

         "Damages" means Damages as defined in Section 4.1.

         "Demand Registration" means a Demand Registration as defined in Section
2.1.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

         "FESGF" has the meaning ascribed thereto in the introduction hereof.

         "FondElec/Internexus  Warrants" means the FondElec/Internexus Warrants,
as that term is defined in the Participation Agreement.

         "Glacier" has the meaning ascribed thereto in the introduction hereof.

         "Holder" means any Person who now holds or shall hereafter  acquire and
hold Registrable Securities.

         "IFC" has the meaning ascribed thereto in the introduction hereof.

         "Indemnified  Party" means an  Indemnified  Party as defined in Section
4.3.

         "Indemnifying  Party" means an Indemnifying Party as defined in Section
4.3.

         "Internexus"  has the  meaning  ascribed  thereto  in the  introduction
hereof.

         "Market Price" means,  with respect to the shares of Common Stock,  (a)
if the shares are listed or  admitted  for  trading on any  national  securities
exchange or included in The Nasdaq National  Market or Nasdaq  SmallCap  Market,
the last reported sales price as reported on such exchange or market; (b) if the
shares  are not  listed or  admitted  for  trading  on any  national  securities
exchange or included in The Nasdaq National  Market or Nasdaq  SmallCap  Market,
the average of the last reported  closing bid and asked quotation for the shares
as  reported  on  the  National  Association  of  Securities  Dealers  Automated
Quotation System ("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
national securities exchange or included in The Nasdaq National Market or Nasdaq
SmallCap  Market or quoted by NASDAQ or 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,  the Board of Directors of the Company  shall
determine in good faith the fair value of the Common Stock, which  determination
shall be set forth in a certificate by the Secretary of the Company.

         "New  Registrable  Securities"  means (i) the  shares  of Common  Stock
issued or issuable upon exercise of the FondElec/Internexus Warrants or Series C
Warrants or upon the  conversion  of the Series C  Convertible  Preferred  Stock
(whether acquired by a Purchaser under the terms of the Participation  Agreement
at the Closing or  Subsequent  Closing,  pursuant to the Option,  or pursuant to
Section 7 of the Participation Agreement),  (ii) the shares of Common Stock held
by FondElec and  Internexus  as of the date hereof or acquired by either of them
in the  exercise of the  Original  Warrants or options  described  in Schedule 1
hereto,  and (iii) any  shares of  Common  Stock  acquired  as a result of stock
splits, stock dividends, reclassifications, recapitalizations, or similar events
relating to the shares described in clauses (i) and (ii) above.

         "Old Registrable  Securities" means (i) any shares of Common Stock held
by a Holder,  as of the date hereof other than New Registrable  Securities,  and
(ii) any shares of Common  Stock  acquired  as a result of stock  splits,  stock
dividends,  reclassifications,  recapitalizations, or similar events relating to
the shares described in clause (i) above.

         "Option"  means the nine  month  option to acquire  Series C  Preferred
Stock  issued  to  Telematica,  TCW,  IFC,  Glacier,  FESGF and  Internexus,  as
described in the Participation Agreement.

         "Original  Warrants"  means the  warrants  to acquire  shares of Common
Stock issued to Pegasus,  FESGF and  Internexus in connection  with the Original
Agreements.

         "Pegasus" has the meaning ascribed thereto in the introduction hereof.

         "Person" has the meaning given it in the Participation Agreement.

         "Piggy-Back Registration" means a Piggy-Back Registration as defined in
Section 2.3.

         "Prospectus"   means  the  prospectus   included  in  any  Registration
Statement (including without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective  Registration
Statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented  by any prospectus  supplement with respect to the terms
of the offering of any portion of the  securities  covered by such  Registration
Statement, and all other amendments and supplements to the prospectus, including
post-effective  amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such prospectus.

         "Purchase   Agreement"  has  the  meaning   ascribed   thereto  in  the
introduction hereof.

         "Purchasers"  has the  meaning  ascribed  thereto  in the  introduction
hereof.

         "Registrable  Securities"  means  New  Registrable  Securities  and Old
Registrable  Securities,  in each case  until  such  time as (x) a  Registration
Statement  covering such shares of Common Stock has been  declared  effective by
the Commission and such shares of Common Stock have been disposed of pursuant to
such effective Registration  Statement, or (y) such shares of Common Stock would
be  saleable  pursuant  to Rule 144 under  the  Securities  Act (or any  similar
provisions then in force) without regard to the volume  limitations set forth in
Rule 144(e), or (z) such shares of Common Stock have been otherwise  transferred
and the Company has delivered a new  certificate  or other evidence of ownership
for such Common  Stock not bearing a  restrictive  legend and not subject to any
stop transfer or similar  restrictive  order and all of such Common Stock may be
resold by the Person  receiving  such  certificate  without  complying  with the
registration requirements of the Securities Act.

         "Registration  Statement"  means  any  registration  statement  of  the
Company  filed  under the  Securities  Act which  covers any of the  Registrable
Securities  pursuant  to  the  provisions  of  this  Agreement,   including  the
Prospectus, amendments and supplements to such registration statement, including
post-effective  amendments,  all  exhibits  and  all  material  incorporated  by
reference in such registration statement.

         "Request" means a Request as defined in Section 2.1(a).

         "Securities Act" means the Securities Act of 1933, as amended,  and the
rules and regulations of the Commission promulgated thereunder.

         "Selling Holder" means a Holder who is selling  Registrable  Securities
pursuant to a Registration Statement under the Securities Act.

         "Selling  Holders' Counsel" means the counsel selected to represent the
Selling Holders as set forth in Section 3.1(c).

         "Series C Preferred  Stock"  means the Series C  Convertible  Preferred
Stock, par value $.001 per share, of the Company.

         "Series C Warrants"  means the  warrants to acquire  shares of Series C
Preferred Stock issued to FESGF,  Internexus,  Telematica,  TCW, IFC and Glacier
under the terms of the Participation Agreement.

         "Shareholder  Parties"  has  the  meaning  given  that  term in the CCI
Shareholders' Agreement.

         "Subsequent  Closing"  has the  meaning  given it in the  Participation
Agreement.

         "TCW" has the meaning ascribed thereto in the introduction hereof.

         "Telematica"  has the  meaning  ascribed  thereto  in the  introduction
hereof.

         "Underwriter"  means a securities  dealer who purchases any Registrable
Securities  as  principal  in an  underwritten  offering and not as part of such
dealer's market-making activities.


                                    ARTICLE 2
                               REGISTRATION RIGHTS

SECTION  2.1 Performance Part of Series of Transactions. The Parties acknowledge
         and agree that the  performance  provided for in this Agreement is part
         of a  series  of  transactions  which,  pursuant  to the  Participation
         Agreement,   are  to  occur   simultaneously  and  subject  to  certain
         conditions precedent as provided for therein, including the Closing and
         the execution of the CCI  Shareholders'  Agreement  which,  among other
         things,   provides  for  certain   restrictions   on  transfer  of  the
         Registrable  Securities.  The parties do not intend that this Agreement
         diminish or otherwise  modify the restrictions on transfer set forth in
         the CCI Shareholders'  Agreement, and this Agreement shall be construed
         consistent with that intent.

SECTION 2.2 Demand Registration.

         (a)      Request for Registration. Subject to the limitations contained
                  in  this  Section   2.2(a),   at  any  time  after  the  first
                  anniversary  of the  Closing  Date any Holder or Holders of an
                  aggregate of New Registrable  Securities  representing  20% or
                  more of all the New  Registrable  Securities  may make written
                  requests  (individually,  a "Request")  on the Company for the
                  registration  of the  offer  and  sale  of  some or all of the
                  Holders' New Registrable  Securities  under the Securities Act
                  (such registration being hereinafter  referred to as a "Demand
                  Registration"). Subject to the penultimate sentence of Section
                  2.2(b),  the Company  shall have no  obligation to effect more
                  than three (3) Demand Registrations.  Any Request will specify
                  the number of New Registrable  Securities  proposed to be sold
                  and the intended  method(s) of  disposition  thereof and shall
                  also state the  intent of the Holder to offer New  Registrable
                  Securities  for sale. The Company shall give written notice of
                  such Request  within 10 days after the receipt  thereof to all
                  other Holders.  Within 20 days after receipt of such notice by
                  any such  Holder,  such Holder may request in writing that all
                  or any portion of its New  Registrable  Securities be included
                  in such  Registration  Statement and the Company shall include
                  in the Registration Statement for such Demand Registration the
                  New Registrable Securities of all Holders that requested to be
                  so  included.  Each such request by such other  Holders  shall
                  specify the number of New Registrable  Securities  proposed to
                  be sold and the intended method(s) of disposition  thereof and
                  shall  also  state  the  intent  of the  Holder  to offer  New
                  Registrable   Securities   for   sale.   Notwithstanding   the
                  foregoing,  the  Company  shall not be  requested  to effect a
                  Demand  Registration unless the Request has been made at least
                  180 days since the last  Registration  Statement (other than a
                  shelf  registration  under Rule 415 of the Securities Act or a
                  Registration Statement on Form S-8) was filed by the Company.

         (b)      Effective  Registration.  A registration will not be deemed to
                  have  been  effected  as  a  Demand  Registration  unless  the
                  Registration  Statement  relating  thereto  has been  declared
                  effective  by the  Commission  and the Company has complied in
                  all  material   respects  with  its  obligations   under  this
                  Agreement  with respect  thereto;  provided that if, after the
                  Registration  Statement  has become  effective,  the  offering
                  and/or  sale of New  Registrable  Securities  pursuant to such
                  Registration  Statement  is or becomes the subject of any stop
                  order,  injunction  or  other  order  or  requirement  of  the
                  Commission or any other governmental or administrative agency,
                  or if any court or other  governmental  or  quasi-governmental
                  agency  prevents or otherwise  limits the offer and/or sale of
                  the New Registrable  Securities  pursuant to the  Registration
                  Statement,  other than in each case  primarily  as a result of
                  acts or  omissions  of the Holder or any agent  thereof,  such
                  registration will be deemed not to have been effected.  If (i)
                  a  registration  requested  pursuant  to this  Section  2.2 is
                  deemed  not to have  been  effected  or (ii) the  Registration
                  Statement relating to a Demand Registration requested pursuant
                  to this Section 2.2 does not remain  effective for a period of
                  at least  180  consecutive  days  beyond  the  effective  date
                  thereof or, with  respect to an  underwritten  offering of New
                  Registrable  Securities,  until 45 days after the commencement
                  of the  distribution  by the  Holders  of the New  Registrable
                  Securities included in such Registration  Statement,  then the
                  Company  shall  continue  to be  obligated  to effect such New
                  Registration  pursuant to this Section 2.2. The Holders  shall
                  be   permitted  to  withdraw  all  or  any  part  of  the  New
                  Registrable  Securities  from a Registration  Statement at any
                  time prior to the effective  date of such Demand  Registration
                  Statement; provided that in the event of such withdrawal, such
                  Holders  shall  be  responsible  for  the  fees  and  expenses
                  referred  to in  Section  3.2(viii)  hereof  incurred  by such
                  Holders with respect to such Demand Registration prior to such
                  withdrawal.

         (c)      Limitations.  At such time as the New  Registrable  Securities
                  may be  registered on Form S-2 or Form S-3, as the case may be
                  (or any similar  form or forms  promulgated  by the SEC),  the
                  Holders of New  Registrable  Securities  shall have  unlimited
                  rights to request  registration of their shares on Form S-2 or
                  Form  S-3,  as the case  may be,  or any  such  similar  form.
                  Registrations  effected  on Form S-2 and Form S-3 shall not be
                  counted  towards  the  limit  on  Demand  Registrations  under
                  Section 2.2(a).

         (d)      Selection of Underwriter. If a requested registration pursuant
                  to this Section 2.2  involves an  underwritten  offering,  the
                  managing  Underwriter(s)  thereof  shall  be  selected  by the
                  Selling  Holders  and shall be  reasonably  acceptable  to the
                  Company  unless the  Company  has  theretofore  sold shares of
                  Common Stock in an  underwritten  offering,  in which case the
                  managing  Underwriter(s) of a requested  registration pursuant
                  to this Section 2.2 shall be selected by the Company and shall
                  be reasonably acceptable to the Selling Holders.

         (e)      Deferral of Registration.  Notwithstanding any other provision
                  of this  Section  2, the  Company  shall not be  obligated  to
                  effect  the filing of a  Registration  Statement  pursuant  to
                  Section  2.2(a) hereof (i) during any period when there exists
                  an   effective   Registration   Statement   covering  any  New
                  Registrable Securities,  or (ii) for a period not to exceed 90
                  days, if the Company shall furnish to the Holders requesting a
                  Registration   Statement   under   Section   2(a)   hereof   a
                  certificate,  signed by the Company,  stating that in the good
                  faith  judgment  of the Board of  Directors  of the Company it
                  would be  detrimental to the best interests of the Company and
                  its stockholders  generally for such Registration Statement to
                  be  filed  at that  time;  provided  that in such  event,  the
                  Holders  initiating  the  request  for  registration  will  be
                  entitled to withdraw such request.

SECTION  2.3 Piggy-Back Registration. If at any time after the first anniversary
         of the  Closing  Date  the  Company  proposes  to  file a  Registration
         Statement  under the  Securities Act with respect to an offering by the
         Company for its own account (including for the purpose of effecting any
         transaction  approved by the  Company's  board of  directors  under the
         terms of Section  6(b)(vi) or Section 6(c)(i) of the CCI  Shareholders'
         Agreement, or which the Shareholder Parties agree to proceed with under
         the terms of Section 9 of the CCI  Shareholders'  Agreement,  which the
         Company  hereby  agrees to  undertake) or for the account of any of its
         respective  security  holders (other than a  Registration  Statement on
         Form  S-4 or  Form  S-8  or on  any  other  form  inappropriate  for an
         underwritten  public  offering or related  solely to  securities  to be
         issued in a  merger,  acquisition  of the  stock or  assets of  another
         entity or in a similar  transaction (or any substitute form that may be
         adopted by the Commission), including a Registration Statement pursuant
         to a Demand  Registration  under Section  2.2),  then the Company shall
         give written  notice of such proposed  filing to the Holders as soon as
         practicable  (but in no event less than 30 days before the  anticipated
         filing date),  and such notice shall offer such Holders the opportunity
         to register  such  number of New  Registrable  Securities  as each such
         Holder may request  (which  request shall  specify the New  Registrable
         Securities  intended  to be  disposed  of by such Holder and shall also
         state the intent of the Holder to offer New Registrable  Securities for
         sale)  (a  "Piggy-Back  Registration").   The  Company  shall  use  all
         reasonable efforts to cause the managing Underwriter or Underwriters of
         a  proposed   underwritten  offering  to  permit  the  New  Registrable
         Securities requested to be included in a Piggy-Back  Registration to be
         included on the same terms and conditions as any similar  securities of
         the Company or any other security holder included therein and to permit
         the sale or other  disposition  of such New  Registrable  Securities in
         accordance with the intended method of distribution thereof. Any Holder
         shall have the right to withdraw  its request for  inclusion of its New
         Registrable  Securities in any Registration  Statement pursuant to this
         Section 2.3 by giving  written  notice to the Company of its request to
         withdraw,  provided  that in the event of such  withdrawal  (other than
         pursuant to Section  2.5(c)  hereof),  such Holder shall be responsible
         for the fees and  expenses  referred  to in  Section  3.2(viii)  hereof
         incurred  by such  Holder  prior to such  withdrawal  relating  to such
         Registration   Statement.   The  Company  may   withdraw  a  Piggy-Back
         Registration at any time prior to the time it becomes effective.

                  No  registration  effected  under  this  Section  2.3,  and no
         failure to effect a registration  under this Section 2.3, shall relieve
         the Company of its obligation to effect a registration upon the request
         of  Holders  pursuant  to  Section  2.2,  and no  failure  to  effect a
         registration  under this  Section 2.3 and to  complete  the sale of New
         Registrable  Securities  in  connection  therewith  shall  relieve  the
         Company  of any  other  obligation  under  this  Agreement  (including,
         without  limitation,  the Company's  obligations under Sections 3.2 and
         4.1).

SECTION  2.4 Special Registration. If at any time after the first anniversary of
         the  Closing  Date  the  registration  (whether  pursuant  to a  Demand
         Registration or a Piggy-Back Registration) of some or all of a Holder's
         Old  Registrable  Securities  under the  Securities  Act is required or
         advisable  for the  Holders of the Old  Registrable  Securities  to (i)
         effectuate any transaction approved by the Company's board of directors
         under the terms of  Section  6(b)(vi)  or  Section  6(c)(i)  of the CCI
         Shareholders'   Agreement,   (ii)  exercise   their  rights  under  the
         provisions of Section 3(b) of the CCI Shareholders' Agreement, or (iii)
         effectuate  any  transaction  that  the  Shareholder  Parties  agree to
         proceed with under the provisions of Section 9 of the CCI Shareholders'
         Agreement,  then the  Company  shall  offer to the  Holders of such Old
         Registrable  Securities  (but in no event less than 30 days  before the
         anticipated  filing  date) the ability to  register  such number of Old
         Registrable Securities (subject to the limitations of clauses (i), (ii)
         or (iii) above as such Holders may request (which request shall specify
         the Old  Registrable  Securities  intended  to be  disposed  of by such
         Holders and which shall state the firm intent of such  Holders to offer
         such Old  Registrable  Securities for sale).  The Company shall use all
         reasonable  efforts to cause or permit such Old Registrable  Securities
         to be  included  on the  same  terms  and  conditions  as  any  similar
         securities of the Company or any other security holder included therein
         and to permit the  registration,  sale or other disposition of such Old
         Registrable  Securities  in  accordance  with the  intended  method  of
         registration and distribution thereof.

SECTION 2.5 Reduction of Offering.

         (a)      Demand  Registration.  The  Company  may  include  in a Demand
                  Registration  pursuant to Section 2.2  securities  of the same
                  class as the  Registrable  Securities  for the  account of the
                  Company and any other Persons who hold  securities of the same
                  class as the  Registrable  Securities  on the same  terms  and
                  conditions  as  the  Registrable  Securities  to  be  included
                  therein;   provided,   however,   that  (i)  if  the  managing
                  Underwriter  or  Underwriters  of  any  underwritten  offering
                  described in Section 2.2 have  informed the Company in writing
                  that it is their opinion that the total number of  Registrable
                  Securities,   and   securities   of  the  same  class  as  the
                  Registrable  Securities  which  Holders,  the  Company and any
                  other Persons  desiring to  participate  in such  registration
                  intend to include in such  offering  is such as to  materially
                  and adversely  affect the success of such  offering,  then the
                  number of shares to be offered  for the account of the Company
                  and for the account of all such other Persons  (other than the
                  Holders)  participating in such registration  shall be reduced
                  or limited pro rata in proportion to the respective  number of
                  shares  requested to be registered to the extent  necessary to
                  reduce the total number of shares  requested to be included in
                  such offering to the number of shares, if any,  recommended by
                  such managing  Underwriter  or  Underwriters,  and (ii) if the
                  offering is not underwritten,  no other Person,  including the
                  Company, shall be permitted to offer securities under any such
                  Demand  Registration  unless  the  Selling  Holders  owning  a
                  majority-in-interest of Common Stock to be sold consent to the
                  inclusion of such shares therein.

         (b)      Piggy-Back Registration.

                  (i)      Notwithstanding  anything  contained  herein,  if the
                           managing   Underwriter   or   Underwriters   of   any
                           underwritten  offering  described in Section 2.3 have
                           informed,   in  writing,   the   Holders   requesting
                           inclusion in such  offering  that it is their opinion
                           that the total  number of shares  which the  Company,
                           Holders and any other Persons  holding  securities of
                           the same class as the Registrable Securities desiring
                           to participate in such registration intend to include
                           in  such  offering  is  such  as  to  materially  and
                           adversely affect the success of such offering,  then,
                           the Company  will  include in such  registration  (A)
                           first, all the shares the Company offered for its own
                           account,  if any, (B) then, if additional  shares may
                           be included in such registration  without  materially
                           and adversely affecting the success of such offering,
                           the shares  offered by the holders of securities as a
                           result of their  exercise  of  "demand"  registration
                           rights by such  holders,  if any,  and (C)  then,  if
                           additional   shares   may   be   included   in   such
                           registration   without   materially   and   adversely
                           affecting the success of such offering, the number of
                           shares  offered by the Holders and such other holders
                           of  securities  of the same class as the  Registrable
                           Securities whose piggy-back  registration  rights may
                           not be reduced without  violating  their  contractual
                           rights  (provided  such  contractual  rights  were in
                           existence prior to the date of this Agreement),  on a
                           pro rata basis in proportion  to the relative  number
                           of Registrable  Securities of the holders  (including
                           the Holders) participating in such registration.

                  (ii)     If the managing  Underwriter or  Underwriters  of any
                           underwritten offering described in Section 2.3 notify
                           the Holders  requesting  inclusion  in such  offering
                           that the kind of  securities  that the  Holders,  the
                           Company and any other Persons desiring to participate
                           in  such  registration  intend  to  include  in  such
                           offering  is  such  as to  materially  and  adversely
                           affect  the  success  of  such   offering,   (A)  the
                           Registrable   Securities   to  be  included  in  such
                           offering  shall be reduced as described in clause (i)
                           above or (B) if such reduction would, in the judgment
                           of  the  managing  Underwriter  or  Underwriters,  be
                           insufficient to substantially  eliminate the material
                           adverse  effect  that  inclusion  of the  Registrable
                           Securities  requested  to be  included  would have on
                           such offering,  such  Registrable  Securities will be
                           excluded from such offering.

         (c)      Withdrawal.  If, as a result of the  proration  provisions  of
                  this  Section 2.5, any Holder shall not be entitled to include
                  all  Registrable   Securities  in  a  Demand  Registration  or
                  Piggy-Back  Registration  that such Holder has requested to be
                  included,  such  Holder may elect to  withdraw  his request to
                  include Registrable Securities in such registration; provided,
                  however,  that if a Holder  withdraws his request  pursuant to
                  this Paragraph  2.5(c),  the Company shall be responsible  for
                  the fees and expenses referred to in Section 3.2(viii) hereof.

         (d)      Holdback  Agreements.   If  any  registration  of  Registrable
                  Securities shall be in connection with an underwritten  public
                  offering,  each Holder agrees not to effect any public sale or
                  distribution,  including  any sale  pursuant to Rule 144 under
                  the Securities Act, of any Registrable Securities,  and not to
                  effect  any such  public  sale or  distribution  of any  other
                  equity security of the Company or of any security  convertible
                  into or exchangeable or exercisable for any equity security of
                  the  Company  (in  each  case,  other  than  as  part  of such
                  underwritten  public offering) during the seven (7) days prior
                  to,  and  during  the one  hundred  eighty  (180)  day  period
                  beginning  on,  the  effective   date  of  such   Registration
                  Statement (except as part of such registration).

                                    ARTICLE 3
                             REGISTRATION PROCEDURES

SECTION  3.1 Filings; Information. Whenever the Company is required to effect or
         cause the registration of the offer and sale of Registrable  Securities
         pursuant  to  Section  2.2  or  2.3   hereof,   including   where  such
         registration   shall  be  required  in  order  to  (i)  effectuate  any
         transaction  approved by the  Company's  board of  directors  under the
         terms of Section  6(b)(vi) or Section 6(c)(i) of the CCI  Shareholders'
         Agreement,  or (ii)  effectuate any  transaction  that the  Shareholder
         Parties agree to proceed with under the  provisions of Section 9 of the
         CCI Shareholders'  Agreement,  the Company will use its best efforts to
         effect the  registration of the offer and the sale of such  Registrable
         Securities in  accordance  with the intended  method(s) of  disposition
         thereof as  quickly as  practicable,  and in  connection  with any such
         request:

         (a)      Registration  Filing.  The Company  will prepare and file with
                  the  Commission a  Registration  Statement with respect to the
                  offer and sale of such  securities and use its best efforts to
                  cause  such  Registration   Statement  to  become  and  remain
                  effective   until   the   completion   of   the   distribution
                  contemplated thereby; provided, however, the Company shall not
                  be required to keep such Registration  Statement effective for
                  more  than  180  days  (or  such  shorter  period  which  will
                  terminate  when all  Registrable  Securities  covered  by such
                  Registration  Statement  have been sold,  but not prior to the
                  expiration  of the  applicable  period  referred to in Section
                  4(3)  of the  Securities  Act  and  Rule  174  thereunder,  if
                  applicable);  provided, further, that with respect to a Demand
                  Registration,  the Company  shall use its best efforts to file
                  with the  Commission  a  Registration  Statement as soon as is
                  practicable  after the date of the Request and in any event no
                  later  than 60 days  after  the  date of the  Request  for the
                  Demand  Registration  and shall use its best  efforts to cause
                  such Registration  Statement to be declared  effective as soon
                  as is practicable after the date of filing and in any event no
                  later than 180 days after the date of such Request.

         (b)      Amendments.  The  Company  will  prepare  and  file  with  the
                  Commission  such amendments and  post-effective  amendments to
                  the  Registration  Statement  as may be necessary to keep such
                  Registration   Statement   effective   for  as  long  as  such
                  registration is required to remain  effective  pursuant to the
                  terms hereof;  cause the Prospectus to be  supplemented by any
                  required Prospectus supplement, and, as so supplemented, to be
                  filed  pursuant  to Rule 424 under  the  Securities  Act;  and
                  comply with the provisions of the Securities Act applicable to
                  it  with  respect  to  the   disposition  of  all  Registrable
                  Securities  covered by such Registration  Statement during the
                  applicable  period in accordance with the intended  methods of
                  disposition   by  the  Selling   Holders  set  forth  in  such
                  Registration Statement or supplement to the Prospectus.

         (c)      Copies. The Company,  at least ten (10) Business Days prior to
                  filing a Registration  Statement or at least five (5) Business
                  Days  prior  to  filing  a  Prospectus  or  any  amendment  or
                  supplement to such Registration Statement or Prospectus,  will
                  furnish  to (i) each  Selling  Holder,  (ii) not more than one
                  counsel  representing all Selling Holders  ("Selling  Holders'
                  Counsel"),  to be selected by a  majority-in-interest  of such
                  Selling Holders,  and (iii) each  Underwriter,  if any, of the
                  Registrable  Securities covered by such Registration Statement
                  copies of such Registration Statement as proposed to be filed,
                  together  with  exhibits  thereto,  which  documents  will  be
                  subject to review and approval by each of the foregoing within
                  five (5) Business Days after delivery (except that such review
                  and approval of any  Prospectus or any amendment or supplement
                  to such  Registration  Statement or Prospectus  must be within
                  three (3)  Business  Days  after  delivery),  and  thereafter,
                  furnish to such Selling Holders,  Selling Holders' Counsel and
                  Underwriters,  if any, such number of conformed copies of such
                  Registration Statement,  each amendment and supplement thereto
                  (in each case  including  all exhibits  thereto and  documents
                  incorporated by reference therein), the Prospectus included in
                  such  Registration   Statement   (including  each  preliminary
                  Prospectus)  and such other  documents or  information as such
                  Selling Holders,  Selling Holders' Counsel or Underwriters may
                  reasonably  request in order to facilitate the  disposition of
                  the  Registrable  Securities  (it  being  understood  that the
                  Company  consents  to  the  use  of  the  Prospectus  and  any
                  amendment or supplement thereto by each Selling Holder and the
                  Underwriters, if any, in connection with the offering and sale
                  of the  Registrable  Securities  covered by such Prospectus or
                  any amendment or supplement thereto).

         (d)      No Stop Orders.  The Company will take all reasonable  actions
                  required  to prevent the entry of such stop order or to remove
                  it at the earliest possible moment if entered.

         (e)      Blue  Sky  Filings.  On or  prior  to the  date on  which  the
                  Registration  Statement  is declared  effective,  use its best
                  efforts to register  or qualify  such  Registrable  Securities
                  under  such  other  securities  or  "blue  sky"  laws  of such
                  jurisdictions as any Selling Holder,  Selling Holders' Counsel
                  or  Underwriter  reasonably  requests and do any and all other
                  acts and things  which may be necessary or advisable to enable
                  such Selling  Holder to  consummate  the  disposition  in such
                  jurisdictions  of such  Registrable  Securities  owned by such
                  Selling  Holder;  use  its  best  efforts  to keep  each  such
                  registration  or   qualification   (or  exemption   therefrom)
                  effective during the period which the  Registration  Statement
                  is required to be kept effective;  and use its best efforts to
                  do any and all other acts or things  necessary or advisable to
                  enable  the   disposition   in  such   jurisdictions   of  the
                  Registrable Securities covered by the applicable  Registration
                  Statement;  provided  that the Company will not be required to
                  (i) qualify generally to do business in any jurisdiction where
                  it would not  otherwise  be  required  to qualify but for this
                  paragraph  (e),  (ii)  subject  itself to taxation in any such
                  jurisdiction or (iii) consent to general service of process in
                  any such jurisdiction.

         (f)      Post-Effective  Matters.  The Company will notify each Selling
                  Holder,  Selling  Holders' Counsel and any Underwriter and (if
                  requested by any such Person)  confirm such notice in writing,
                  (i)  when  a  Prospectus  or  any  Prospectus   supplement  or
                  post-effective amendment has been filed and, with respect to a
                  Registration Statement or any post-effective  amendment,  when
                  the same has become  effective,  (ii) of the  issuance  by the
                  Commission of any stop order suspending the effectiveness of a
                  Registration Statement or the initiation or threatening of any
                  proceedings  for that  purpose,  (iii) of the  issuance by any
                  state securities  commission or other regulatory  authority of
                  any order  suspending  the  qualification  or  exemption  from
                  qualification of any of the Registrable Securities under state
                  securities  or  "blue  sky"  laws  or  the  initiation  of any
                  proceedings for that purpose, and (iv) of the happening of any
                  event  which  makes  any  statement  made  in  a  Registration
                  Statement or related  Prospectus or any document  incorporated
                  or deemed to be incorporated by reference  therein untrue in a
                  material  respect or which  requires the making of any changes
                  in such  Registration  Statement,  Prospectus  or documents so
                  that they will not contain any untrue  statement of a material
                  fact or omit to state any material  fact required to be stated
                  therein  or   necessary   to  make  the   statements   in  the
                  Registration  Statement and Prospectus not misleading in light
                  of the circumstances in which they were made; and, as promptly
                  as   practicable   thereafter,   prepare  and  file  with  the
                  Commission  and  furnish a  supplement  or  amendment  to such
                  Prospectus so that, as thereafter deliverable to the buyers of
                  such Registrable Securities,  such Prospectus will not contain
                  any untrue  statement  of a  material  fact or omit to state a
                  material fact  necessary to make the  statements  therein,  in
                  light of the  circumstances  under  which they were made,  not
                  misleading.

         (g)      Earning Statement.  The Company will make generally  available
                  an earning  statement  satisfying  the  provisions  of Section
                  11(a) of the  Securities  Act no later  than 90 days after the
                  end of the 12-month period beginning with the first day of the
                  Company's first fiscal quarter  commencing after the effective
                  date of a  Registration  Statement,  which  earning  statement
                  shall cover said 12-month period,  and which  requirement will
                  be deemed to be satisfied if the Company timely files complete
                  and accurate information on Forms 10-Q, 10-K and 8-K under the
                  Exchange Act and  otherwise  complies  with Rule 158 under the
                  Securities Act.

         (h)      Underwriting Agreement.  The Company will enter into customary
                  agreements   (including,   if  applicable,   an   underwriting
                  agreement  in customary  form) and take such other  actions as
                  are reasonably required in order to expedite or facilitate the
                  disposition of such Registrable Securities.

         (i)      Transfer Agent and  Registrar.  The Company will provide for a
                  transfer   agent  and  registrar  for  all  such   Registrable
                  Securities   not  later  than  the  effective   date  of  such
                  registration statement,  and use its best efforts to cause all
                  such  Registrable  Securities to be listed on each  securities
                  exchange on which similar securities issued by the Company are
                  then listed and, if not so listed,  to be listed on the NASDAQ
                  (or other national market reasonably acceptable to the holders
                  of  66  2/3%  or  more  of  the  holders  of  the  Registrable
                  Securities) and, if listed on the NASDAQ, use its best efforts
                  to  secure  designation  of all  such  Registrable  Securities
                  covered by such  registration  statement as a NASDAQ  national
                  market system  security  within the meaning of Rule 11Aa2-1 of
                  the   Commission   or,   failing   that,   to  secure   NASDAQ
                  authorization  for such  Registrable  Securities and,  without
                  limiting the  generality of the  foregoing,  to arrange for at
                  least two market  makers to register  as such with  respect to
                  such Registrable Securities with the NASDAQ.

         (j)      Information Regarding  Distribution.  The Company,  during the
                  period when the  Prospectus is required to be delivered  under
                  the  Securities  Act, will file all  documents  required to be
                  filed with the Commission pursuant to Section 13(a), 13(c), 14
                  or 15(d) of the Exchange Act.

                  The  Company  may  require  each  Selling  Holder to  promptly
         furnish  in writing  to the  Company  such  information  regarding  the
         distribution of the Registrable Securities as the Company may from time
         to time reasonably request and such other information as may be legally
         required  in  connection  with  such  registration  including,  without
         limitation,  all such information as may be requested by the Commission
         or the National Association of Securities Dealers, Inc.

                  Each Selling  Holder  agrees that,  upon receipt of any notice
         from the Company of the happening of any event of the kind described in
         Section 3.1(f) hereof,  such Selling Holder will forthwith  discontinue
         disposition  of  Registrable  Securities  pursuant to the  Registration
         Statement  covering  such  Registrable  Securities  until such  Selling
         Holder's   receipt  of  the  copies  of  the  supplemented  or  amended
         Prospectus  contemplated by Section 3.1(f) hereof,  and, if so directed
         by the  Company,  such  Selling  Holder will deliver to the Company all
         copies,  other than permanent file copies then in such Selling Holder's
         possession,  of the most recent  Prospectus  covering such  Registrable
         Securities  at the time of  receipt  of such  notice.  In the event the
         Company  shall give such  notice,  the Company  shall extend the period
         during which such Registration  Statement shall be maintained effective
         (including  the period  referred  to in Section  3.1(a)  hereof) by the
         number of days  during the period  from and  including  the date of the
         giving of notice pursuant to Section 3.1(f) hereof to the date when the
         Company  shall make  available to the Selling  Holders  covered by such
         Registration Statement a Prospectus  supplemented or amended to conform
         with the requirements of Section 3.1(f) hereof.

SECTION  3.2 Registration  Expenses. The Company shall pay all expenses incident
         to the  Company's  performance  of or  compliance  with this  Agreement
         including,  without  limitation:  (i) all registration and filing fees,
         (ii) the fees and expenses of  compliance  with  securities or blue sky
         laws  (including fees and  disbursements  of counsel in connection with
         blue sky  qualifications  of the  Registrable  Securities),  (iii)  all
         printing,  messenger and delivery expenses, (iv) the Company's internal
         expenses (including,  without limitation,  all salaries and expenses of
         its officers and employees  performing legal or accounting duties), (v)
         the fees and  expenses  incurred  in  connection  with the  listing  or
         quotation, as appropriate, of the Registrable Securities, (vi) the fees
         and  disbursements of counsel for the Company and the fees and expenses
         for independent  certified public  accountants  retained by the Company
         (including the expenses of any special audit or cold comfort  letters),
         (vii) the fees and  expenses  of any  special  experts  retained by the
         Company in connection with such  registration,  and (viii) the fees and
         expenses of the  Selling  Holders  Counsel,  provided,  however,  that,
         notwithstanding the foregoing,  any Holder whose Registrable Securities
         are included in more than two registration statements filed pursuant to
         the  provisions of Section 2.2(a) hereof shall pay his pro rata portion
         of all the foregoing  expenses (based on the number of shares included)
         with respect to the third registration statement in which such Holders'
         shares are  included.  The Company  shall have no obligation to pay any
         underwriting fees, discounts or commissions attributable to the sale of
         Registrable  Securities  and any of the  expenses  incurred  by Selling
         Holders which are not payable by the Company, such costs to be borne by
         the Selling Holder or Selling Holders.

                                    ARTICLE 4
                        INDEMNIFICATION AND CONTRIBUTION

SECTION  4.1 Indemnification by the Company. The Company agrees to indemnify and
         hold  harmless,  to the fullest  extent  permitted by law, each Selling
         Holder,  its partners,  officers,  directors,  employees,  advisors and
         agents,  and each  Person,  if any, who  controls  such Selling  Holder
         within the meaning of Section 15 of the Securities Act or Section 20 of
         the Exchange  Act,  together with the  partners,  officers,  directors,
         employees,   advisors   and   agents   of   such   controlling   Person
         (collectively,  the "Controlling Persons"),  from and against any loss,
         claim,  damage,  liability,  attorneys' fees, cost or expense and costs
         and   expenses  of   investigating   and   defending   any  such  claim
         (collectively,  the  "Damages")  and any action in  respect  thereof to
         which  such  Selling  Holder,   its  partners,   officers,   directors,
         employees,  advisors and agents,  and any such  Controlling  Person may
         become subject under the Securities Act, the Exchange Act or otherwise,
         insofar as such Damages (or  proceedings in respect  thereof) arise out
         of, or are based upon, any untrue statement or alleged untrue statement
         of  a  material  fact  contained  in  any  Registration   Statement  or
         Prospectus or any preliminary Prospectus, or arise out of, or are based
         upon, any omission or alleged omission to state therein a material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein  not  misleading,  except  insofar  as the same are based  upon
         information  furnished  in writing to the  Company by a Selling  Holder
         expressly for use therein, and shall reimburse each Selling Holder, its
         partners, officers, directors, employees, advisors and agents, and each
         such  Controlling  Person for any legal and other  expenses  reasonably
         incurred by that Selling  Holder,  its partners,  officers,  directors,
         employees,  advisors  and  agents,  or any such  Controlling  Person in
         investigating  or defending  or  preparing  to defend  against any such
         Damages or  proceedings.  The  Company  also  agrees to  indemnify  any
         Underwriters  of  the  Registrable   Securities,   their  officers  and
         directors   and  each  Person  who  controls   such   Underwriters   on
         substantially  the  same  basis as that of the  indemnification  of the
         Selling Holders provided in this Section 4.1.

SECTION  4.2  Indemnification  by Selling  Holders.  Each Selling Holder agrees,
         severally but not jointly,  to indemnify and hold harmless the Company,
         its  officers,  directors,  employees,  advisors  and  agents  and each
         Person,  if any, who controls the Company within the meaning of Section
         15 of the  Securities  Act or Section 20 of the Exchange Act,  together
         with the partners, officers, directors,  employees, advisors and agents
         of  such  Controlling  Person,  to the  same  extent  as the  foregoing
         indemnity  from the  Company  to such  Selling  Holder,  but only  with
         reference to information related to such Selling Holder, or its plan of
         distribution, furnished in writing by such Selling Holder expressly for
         use in any  Registration  Statement or Prospectus,  or any amendment or
         supplement thereto, or any preliminary Prospectus;  provided,  however,
         that such  Selling  Holder  shall not be liable in any such case to the
         extent that prior to the filing of any such  Registration  Statement or
         Prospectus or amendment or supplement thereto,  such Selling Holder has
         furnished in writing to the Company  information  expressly  for use in
         such   Registration   Statement  or  Prospectus  or  any  amendment  or
         supplement  thereto which corrected or made not misleading  information
         previously furnished to the Company. In no event shall the liability of
         any Selling  Holder be greater in amount than the dollar  amount of the
         proceeds  received  by  such  Selling  Holder  upon  the  sale  of  the
         Registrable Securities giving rise to such indemnification obligation.

SECTION  4.3 Conduct of Indemnification  Proceedings.  Promptly after receipt by
         any Person in  respect of which  indemnity  may be sought  pursuant  to
         Section 4.1 or 4.2 (an  "Indemnified  Party") of notice of any claim or
         the commencement of any action, the Indemnified Party shall, if a claim
         in respect  thereof is to be made against the Person  against whom such
         indemnity  may  be  sought  (an  "Indemnifying   Party"),   notify  the
         Indemnifying  Party in writing of the claim or the commencement of such
         action;  provided  that the  failure to notify the  Indemnifying  Party
         shall  not  relieve  it from  any  liability  which  it may  have to an
         Indemnified Party otherwise than under Section 4.1 or 4.2 except to the
         extent of any actual prejudice resulting  therefrom.  If any such claim
         or action shall be brought against an Indemnified  Party,  and it shall
         notify the Indemnifying Party thereof,  the Indemnifying Party shall be
         entitled  to  participate  therein,  and, to the extent that it wishes,
         jointly with any other similarly notified Indemnifying Party, to assume
         the  defense  thereof  with  counsel  reasonably  satisfactory  to  the
         Indemnified  Party.  After  notice from the  Indemnifying  Party to the
         Indemnified  Party of its  election to assume the defense of such claim
         or  action,   the  Indemnifying  Party  shall  not  be  liable  to  the
         Indemnified Party for any legal or other expenses subsequently incurred
         by the  Indemnified  Party in connection with the defense thereof other
         than reasonable costs of  investigation;  provided that the Indemnified
         Party shall have the right to employ separate  counsel to represent the
         Indemnified  Party and its  Controlling  Persons  who may be subject to
         liability arising out of any claim in respect of which indemnity may be
         sought by the Indemnified Party against the Indemnifying Party, but the
         fees and  expenses  of such  counsel  shall be for the  account of such
         Indemnified Party unless (i) the Indemnifying Party and the Indemnified
         Party shall have  mutually  agreed to the  retention of such counsel or
         (ii)  in  the   opinion   of  counsel   to  such   Indemnified   Party,
         representation   of  both  parties  by  the  same   counsel   would  be
         inappropriate due to actual or potential  conflicts of interest between
         them, it being understood,  however,  that the Indemnifying Party shall
         not, in  connection  with any one such claim or action or separate  but
         substantially  similar  or  related  claims  or  actions  in  the  same
         jurisdiction   arising  out  of  the  same   general   allegations   or
         circumstances,  be liable  for the fees and  expenses  of more than one
         separate firm of attorneys (together with appropriate local counsel) at
         any time for all  Indemnified  Parties.  No  Indemnifying  Party shall,
         without the prior written consent of the Indemnified Party,  effect any
         settlement of any claim or pending or threatened  proceeding in respect
         of  which  the  Indemnified  Party is or could  have  been a party  and
         indemnity could have been sought hereunder by such  Indemnified  Party,
         unless  such  settlement  includes  an  unconditional  release  of such
         Indemnified  Party  from all  liability  arising  out of such  claim or
         proceeding.  Whether  or not the  defense  of any  claim or  action  is
         assumed by the Indemnifying  Party, such Indemnifying Party will not be
         subject to any liability for any  settlement  made without its consent,
         which consent will not be unreasonably withheld.

SECTION  4.4 Contribution. If the indemnification provided for in this Article 4
         is  unavailable  to the  Indemnified  Parties in respect of any Damages
         referred  to  herein,   then  each  Indemnifying   Party,  in  lieu  of
         indemnifying  such  Indemnified  Party,  shall contribute to the amount
         paid or payable by such  Indemnified  Party as a result of such Damages
         in such  proportion as is appropriate to reflect the relative  benefits
         received by the Company on the one hand and the Selling  Holders on the
         other  from the  offering  of the  Registrable  Securities,  or if such
         allocation is not permitted by applicable law, in such proportion as is
         appropriate  to reflect  not only the  relative  benefits  but also the
         relative  fault of the Company on the one hand and the Selling  Holders
         on the other in  connection  with the  statements  or  omissions  which
         resulted  in such  Damages,  as well as any  other  relevant  equitable
         considerations.  The relative  fault of the Company on the one hand and
         of each Selling  Holder on the other shall be  determined  by reference
         to, among other things,  whether the untrue or alleged untrue statement
         of a  material  fact or the  omission  or alleged  omission  to state a
         material fact relates to  information  supplied by such party,  and the
         parties'  relative  intent,   knowledge,   access  to  information  and
         opportunity to correct or prevent such statement or omission.

                  The Company and the Selling Holders agree that it would not be
         just and  equitable if  contribution  pursuant to this Section 4.4 were
         determined by pro rata  allocation or by any other method of allocation
         which does not take account of the equitable considerations referred to
         in the immediately  preceding paragraph.  The amount paid or payable by
         an  Indemnified  Party as a result of the  Damages  referred  to in the
         immediately preceding paragraph shall be deemed to include,  subject to
         the limitations set forth above, any legal or other expenses reasonably
         incurred by such Indemnified Party in connection with  investigating or
         defending any such action or claim.  Notwithstanding  the provisions of
         this Section 4.4, no Selling Holder shall be required to contribute any
         amount in excess  of the  amount by which the total  price at which the
         Registrable  Securities  of such  Selling  Holder  were  offered to the
         public  exceeds the amount of any damages which such Selling Holder has
         otherwise paid by reason of such untrue or alleged untrue  statement or
         omission  or  alleged   omission.   No  Person   guilty  of  fraudulent
         misrepresentation   (within  the  meaning  of  Section   11(f)  of  the
         Securities Act) shall be entitled to  contribution  from any Person who
         was not  guilty  of such  fraudulent  misrepresentation.  Each  Selling
         Holder's  obligations  to  contribute  pursuant to this  Section 4.4 is
         several in the proportion that the proceeds of the offering received by
         such  Selling  Holder  bears  to the  total  proceeds  of the  offering
         received by all the Selling Holders and not joint.


                                    ARTICLE 5
                                  MISCELLANEOUS

SECTION  5.1  Participation  in  Underwritten   Registrations.   No  Person  may
         participate  in any  underwritten  registration  hereunder  unless such
         Person  (a)  agrees  to sell  such  Person's  securities  on the  basis
         provided  in any  underwriting  arrangements  approved  by the  Persons
         entitled hereunder to approve such arrangements,  and (b) completes and
         executes  all   questionnaires,   powers  of   attorney,   indemnities,
         underwriting  agreements and other documents  reasonably required under
         the terms of such  underwriting  arrangements  and  these  registration
         rights.

SECTION  5.2  Additional  Rights.  If  subsequent to the date hereof the Company
         grants to holders or prospective holders of its securities registration
         rights which are more  favorable  than the terms or  provisions of this
         Agreement are to the Holders of the New  Registrable  Securities,  this
         Agreement  shall be deemed to be  automatically  amended  (without  the
         necessity  of any action on the part of the Company or the  Holders) to
         grant  to the  Holders  of the New  Registrable  Securities  such  more
         favorable or additional rights, in addition to those set forth herein.

SECTION  5.3 Rule 144 and  144A.  The  Company  covenants  that it will file any
         reports  required  to be filed by it under the  Securities  Act and the
         Exchange  Act and that it will take such  further  action as any Holder
         may reasonably request, all to the extent required from time to time to
         enable  Holders to sell  Registrable  Securities  without  registration
         under the  Securities  Act  within  the  limitation  of the  exemptions
         provided by (a) Rule 144 or Rule 144A under the Securities  Act, or (b)
         any similar rule or  regulation  hereafter  adopted by the  Commission.
         Upon the request of any Holder, the Company will deliver to such Holder
         a  written   statement  as  to  whether  it  has  complied   with  such
         requirements.

SECTION  5.4 Amendment and Modification.  Any provision of this Agreement may be
         waived, provided that such waiver is set forth in a writing executed by
         the party against whom the  enforcement of such waiver is sought.  This
         Agreement may not be amended,  modified or supplemented other than by a
         written  instrument  signed by the  holders  of at least 66 2/3% of the
         Registrable  Securities  (calculated  with  respect  to  the  Series  C
         Preferred Stock on an  as-converted  basis in accordance with the terms
         and conditions for such securities  under the certificate  establishing
         the  Series C  Preferred  Stock's  rights and  preferences);  provided,
         however,  that without the consent of all the Holders,  no amendment or
         modification which materially and adversely affects any Holders' rights
         hereunder  without  the consent of such  Holders.  No course of dealing
         between or among any Persons having any interest in this Agreement will
         be deemed  effective  to modify,  amend or  discharge  any part of this
         Agreement or any rights or obligations of any Person under or by reason
         of this Agreement.

SECTION  5.5 Successors and Assigns;  Third Party Beneficiaries.  This Agreement
         and all of the provisions hereof shall be binding upon and inure to the
         benefit  of the  parties  hereto,  each  subsequent  Holder  and  their
         respective  successors  and assigns and executors,  administrators  and
         heirs. Holders are intended third-party beneficiaries of this Agreement
         and this Agreement may be enforced by such Holders.

SECTION  5.6 Entire  Agreement.  This Agreement sets forth the entire  agreement
         and  understanding  between the parties as to the subject matter hereof
         and  merges  and  supersedes  all  prior  discussions,  agreements  and
         understandings of any and every nature among them.

SECTION  5.7 Headings.  Subject  headings are included for convenience  only and
         shall  not  affect  the   interpretation  of  any  provisions  of  this
         Agreement.

SECTION  5.8  Notices.   Any  notice,   demand,   request,   waiver,   or  other
         communication  under this  Agreement  shall be in writing  and shall be
         deemed to have been duly  given on the date of  service  if  personally
         served  or sent by  telecopy,  on the  business  day  after  notice  is
         delivered  to a courier  or mailed by  express  mail if sent by courier
         delivery service or express mail for next day delivery and on the third
         day after mailing if mailed to the party to whom notice is to be given,
         by first class mail,  registered,  return  receipt  requested,  postage
         prepaid and addressed as follows:

                  If to the Company to:

                           Convergence Communications, Inc.
                           102 West 500 South, Suite 320
                           Salt Lake City, Utah 84101
                           Attention:  Chief Executive Officer
                           Telecopier No.:  (801) 532-6060

                  with a copy to:

                           Parsons Behle & Latimer
                           201 South Main Street
                           Suite 1800
                           Salt Lake City, Utah 84111
                           Attention:  Scott Carpenter, Esq.
                           Telecopier No.:  (801) 536-6111

         if to the Purchasers, at the address set forth next to such Purchaser's
         name on the signature page hereto.


SECTION  5.9 Governing Law; Forum; Process. This Agreement shall be construed in
         accordance  with,  and the rights of the parties  shall be governed by,
         the internal laws 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 Agreement  shall first be subject to  conciliation  in
         accordance with the Rules of Conciliation of the International  Chamber
         of Commerce and,  failing  conciliation,  be finally  settled under the
         Rules of Arbitration of the International  Chamber of Commerce by three
         arbitrators  appointed  in  accordance  with said  Rules.  The place of
         arbitration   shall  be  New  York,  New  York.  The  language  of  the
         arbitration  shall be  English.  In the  event  any  dispute  under the
         Participation Agreement relates in any way to the validity, performance
         or  interpretation  of  this  Agreement  and an  arbitral  tribunal  is
         constituted  pursuant to Section 11(n) of the Participation  Agreement,
         all  parties  to any  dispute  hereunder  agree (i) to be joined to the
         procedures  initiated  pursuant to Section  11(n) of the  Participation
         Agreement;   (ii)  to  have   any   proceedings   initiated   hereunder
         consolidated  with proceedings  initiated  pursuant to Section 11(n) of
         the Participation  Agreement and (iii) to be bound by any ruling of the
         arbitral  tribunal   constituted  pursuant  to  Section  11(n)  of  the
         Participation   Agreement  or  any  interim  or  final  award  thereof.
         Submission  of  disputes  to  arbitration  pursuant  to  the  Rules  of
         Arbitration of the International  Chamber of Commerce, in consolidation
         with any disputes submitted to arbitration pursuant to Section 11(n) of
         the Participation Agreement as provided above, shall be the sole method
         of resolving  disputes  between the Parties  hereto.  Judgment  upon an
         arbitration award may be entered in any court having jurisdiction.

SECTION  5.10 Counterparts. This Agreement may be executed in counterparts, each
         of which shall be deemed an original,  and all of which  together shall
         constitute a single agreement.

SECTION  5.11 Severability.  In the event that any one or more of the immaterial
         provisions  contained in this Agreement shall for any reason be held to
         be  invalid,  illegal or  unenforceable,  the same shall not affect any
         other  provision  of  this  Agreement,  but  this  Agreement  shall  be
         construed  in a manner  which,  as nearly  as  possible,  reflects  the
         original intent of the parties.

SECTION  5.12 No Prejudice.  The terms of this Agreement  shall not be construed
         in favor of or against any party on account of its participation in the
         preparation hereof.

SECTION  5.13 Words in Singular and Plural Form. Words used in the singular form
         in this Agreement shall be deemed to import the plural, and vice versa,
         as the sense may require.

SECTION  5.14 Remedy for Breach.  The Company  hereby  acknowledges  that in the
         event of any breach or  threatened  breach by the Company of any of the
         provisions of this Agreement,  the Holder would have no adequate remedy
         at  law  and  could  suffer   substantial   and   irreparable   damage.
         Accordingly,  the Company hereby agrees that, in such event, the Holder
         shall be entitled,  without the necessity of proving damages or posting
         bond, and  notwithstanding any election by any Holder to claim damages,
         to obtain a temporary  and/or permanent  injunction,  without proving a
         breach therefor, to restrain any such breach or threatened breach or to
         obtain  specific  performance  of  any  such  provisions,  all  without
         prejudice  to any and all other  remedies  which any Holder may have at
         law or in equity.

SECTION  5.15 Termination of Original  Agreements.  By executing this Agreement,
         each of Pegasus,  Internexus,  FondElec and the Company acknowledge and
         agree that the Original  Agreements are superseded and replaced by this
         Agreement in their  entirety,  that the Original  Agreements  are of no
         further  force or effect  with  respect to such  parties,  and that the
         rights  of  such  parties   relating  to  the   registration  of  their
         Registrable Securities will be governed by this Agreement.


         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
                                                --------------------------------
                                         Name:
                                                --------------------------------
                                         Title:
                                                --------------------------------
                                         Address:  102 West 500 South, Suite 320
                                                   Salt Lake City, UT 84101
                                                   Fax No.: (801) 532-6060


                                         PEGASUS FUND, L.P.

                                         By: Pegasus Management Corp.
                                         Its: General Partner

                                         By:       /s/ Gaston Acosta-Rua
                                                --------------------------------
                                         Name:
                                                --------------------------------
                                         Title:
                                                --------------------------------
                                         Address:  333 Ludlow Street
                                                   Stamford, CT 06902
                                                   Fax No.: (203) 326-4578


                                         FONDELEC ESSENTIAL SERVICES GROWTH
                                              FUND, L.P.

                                         By: FondElec E.S.G.P. Corp.
                                         Its: General Partner

                                         By:      /s/ Gaston Acosta-Rua
                                                --------------------------------
                                         Name:
                                                --------------------------------
                                         Title:
                                                --------------------------------
                                         Address:  333 Ludlow Street
                                                   Stamford, CT 06902
                                                   Fax No.: (203) 326-4578


                                         INTERNEXUS S.A.

                                         By:      /s/ Peter Schiller
                                                --------------------------------
                                         Name:    P. Schiller
                                                --------------------------------
                                         Title:   Duly Authorized
                                                --------------------------------
                                         Address:  Peron 925, 1er Floor
                                                   Buenos Aires 1038, Argentina
                                                   Fax No.:  011-5411-4320-7560


                                         TELEMATICA EDC, C.A.

                                         By:      /s/ Norberto Corredor
                                                --------------------------------
                                         Name:
                                                --------------------------------
                                         Title:
                                                --------------------------------
                                         Address:  Avenida Vollmer,
                                                   San Bernardino
                                                   Apartado 2299, Caracas
                                                   1010-A-Venezuela
                                                   Fax No.: 011-582-502-3500


                                         TCW/CCI HOLDING LLC

                                         By:       /s/ Mario L. Baeza
                                                --------------------------------
                                         Name:
                                                --------------------------------
                                         Title:
                                                --------------------------------
                                         Address:  200 Park Avenue, Suite 2100
                                                   New York, New York  10166
                                                   Fax No.:  (212) 771-4155


                                         INTERNATIONAL FINANCE CORPORATION

                                         By:
                                                --------------------------------
                                         Name:
                                                --------------------------------
                                         Title:
                                                --------------------------------
                                         Address: 2121 Pennsylvania Avenue, N.W.
                                                   Rm. F4K-140
                                                   Washington, DC  20433
                                                   Fax No.:  (202) 974-4403


                                         GLACIER LATIN-AMERICA LTD.

                                         By:      /s/ David Liebman
                                                --------------------------------
                                         Name:
                                                --------------------------------
                                         Title:
                                                --------------------------------
                                         Address:  2999 N.E. 191 Street
                                                   Suite 404
                                                   Aventura, Florida  33180
                                                   Fax No.:  (305) 935-6512

                                             /s/ Lance D'Ambrosio
                                         ---------------------------------------
                                         LANCE D'AMBROSIO

                                         Address:  3276 East Almira Court
                                                   Salt Lake City, Utah 84121

                                            /s/ Troy D'Ambrosio
                                         ---------------------------------------
                                         TROY D'AMBROSIO

                                         Address:  2914 Nila Way
                                                   Salt Lake City, Utah 84124


                                         ESTATE OF GEORGE S. D'AMBROSIO

                                         By:       /s/ Lance D'Ambrosio
                                                --------------------------------
                                         Its:
                                                --------------------------------
                                         Address:  5451 South 1410 East
                                                   Salt Lake City, Utah  84117