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                                                                    EXHIBIT 10.6

THE SECURITIES REPRESENTED BY THE DEBENTURES AND THE SHARES OF COMMON STOCK OF
INTERAMERICAS COMMUNICATIONS CORPORATION 10 BE ISSUED UPON ANY CONVERSION OF
THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II)
TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE
ACT RELATING TO THE DISTRIBUTION OF SECURITIES) OR (III) IF AN EXEMPTION FROM
REGISTRATION UNDER THE ACT IS AVAILABLE. THE SECURITIES EVIDENCED BY THIS
DEBENTURE ARE ALSO SUBJECT TO THE REGISTRATION RIGHTS SET FORTH IN THAT CERTAIN
SUBSCRIPTION AND PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER HEREOF AND THE
COMPANY, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE
OFFICE.


No.  7                                                                  $150,000

                  INTERAMERICAS COMMUNICATIONS CORPORATION

                7% CONVERTIBLE DEBENTURE DUE FEBRUARY 3,2000

                 THIS DEBENTURE is one of a duly authorized issue of Debentures
of InterAmericas Communications Corporation, a corporation duly organized and
existing under the laws of the State of Texas (the "Company"), designated as
its 7% Convertible Debentures due February 3, 2000 in an aggregate original
principal amount not exceeding One Million Five Hundred Thousand Dollars
($1,500,000) (the "Debentures")

                 FOR VALUE RECEIVED, the Company promises to pay to KA
Investments, LDC, registered holder hereof (the "Holder"), the principal sum of
One Hundred Fifty Thousand Dollars ($ I 50,000) on February 3, 2000 (the
"Maturity Date") and to pay interest on the principal sum outstanding from time
to time in arrears at the rate of 7% per annum, compounded annually and payable
on a semi-annual basis commencing six months after the date hereof, computed on
the basis of the actual number of days elapsed in a 365-day year. Any accrued
and unpaid interest shall be payable in full on the Maturity Date or, if
earlier, on each Conversion Date (hereinafter defined). Accrual of interest
shall commence on the date hereof until payment in full of the principal sum
has been made or duly provided for. All accrued and unpaid interest shall bear
interest at the same rate from and after the due date of the interest payment
until so paid. The interest so payable, less any,' amounts required by law to
be deducted or withheld, will be paid on the Maturity Date or, if earlier. on
each Conversion Date, to the person in whose name the Debenture is registered
on the records of the Company regarding registration and transfers of the
Debentures (the "Debenture Register"); provided, however, that the Company's
obligation to a transferee of this Debenture arises only if such transfer, sale
or other disposition is made in accordance with the terms and conditions of the
Subscription Agreement executed by the original Holder in connection with the
purchase of the Debentures (the "Subscription Agreement"). The principal of,
and interest on, the Debentures is payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts, at the address last appearing on the Debenture
Register of the Company, as designated in writing by the Holder from time to
time. In lieu of a cash interest payment, the Holder may require the Company to
issue shares of its Common Stock, $.001 par value per share (the "Common
Stock"), or a combination of Common Stock and cash as payment of the interest
then due and payable. If the Holder elects to receive all or a portion of the
interest in Common Stock, the Company shall issue to the Holder such number of
fully paid and non-assessable shares of Common Stock as shall have an
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aggregate average closing bid price (as reported on the Nasdaq SmaIlCap Market)
for the five (5) consecutive trading days ending on the trading day prior to
the date such interest is payable, equal in amount to the interest which the
Holder has elected to receive in kind.

         This Debenture is subject to the following additional provisions:

         1.       In the event that the Company has not registered for
resale all of the Registrable Shares pursuant to Section 3 of the Subscription
Agreement on or before June 30, 1997, the Company shall, for each day or
portion thereof that such Registrable Shares are not registered for resale, in
addition to the interest accruing at the rate of 7% per annum otherwise payable
pursuant to the terms of the Debentures, pay the Holder a premium equal to one
tenth of one percent (0.1%) of the aggregate outstanding principal amount of
the Debentures, payable weekly in arrears, commencing July 1, 1997. The premium
to be paid, if any, shall constitute liquidated damages for the Company's
failure to cause the registration of the Registrable Shares. The parties agree
that the foregoing damages are reasonable and that the anticipated damages for
the failure of the Company to effect such registration are uncertain in amount
and difficult to be proved. The premium shall accrue and be payable on a weekly
basis in cash or, in lieu of a cash premium payment the Holder may, at its
option, require the Company to issue shares of its Common Stock or a
combination of Common Stock and cash as payment of the premium then due and
payable, until such time as the Holder receives notification of the
effectiveness of the Registration Statement or the registration to be effected
pursuant to Section 3.2 of the Subscription Agreement. If the Holder elects to
receive all or a portion of the premium in Common Stock, the Company shall
issue to the Holder such number of fully paid and non-assessable shares of
Common Stock as shall have an aggregate average closing bid price (as reported
on The Nasdaq SmallCap Market) for the five (5) consecutive trading days ending
on the trading day prior to the date such premium is payable, equal in amount
to the cash premium which the Company is required to pay in kind.

         2.       The Debentures are issuable in denominations of Fifty
Thousand Dollars ($50,000) and integral multiples thereof. This Debenture is
exchangeable for an equal aggregate principal amount of Debentures of different
authorized denominations, as requested by the Holder. No service charge will be
made for such registration or transfer or exchange.

         3.       The Company shall be entitled to withhold from all payments 
of interest on this Debenture any amounts required to be withheld under
the applicable provisions of the United States income tax laws or any other
applicable laws at the time of such payments.

         4.       This Debenture has been issued subject to certain
investment representations of the original Holder hereof (set forth in Section
5 of the Subscription Agreement) and may be offered, sold, transferred or
exchanged only in compliance with the Securities Act. Prior to due presentment
for transfer of this Debenture, the Company and any agent of the Company may
treat the person in whose name this Debenture is duly registered on the
Debenture Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Debenture be
overdue, and neither the Company nor any such agent shall be affected by notice
to the contrary.

         5.       Subject to the provisions of Section 7 hereof, the
Holder of this Debenture shall have the option to convert up to One Hundred
percent (1 00%) of the of the principal amount of the Debentures originally
issued to the Holder at any time and from time to time into shares of the
Company's Common Stock, at a conversion price for each share of Common Stock
equal to the lesser of (i) the average closing bid price (as reported by The
Nasdaq Small Cap Market) of the Company's Common Stock for the five (5)
consecutive trading days ending on the trading day immediately preceding the
date of the Debentures (the "Fixed Conversion Price") or, (ii) eighty-three
percent (83%)



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of the average closing bid price (as reported by The Nasdaq SmallCap Market) of
the Company's Common Stock for the five (5) consecutive trading days ending on
the trading day immediately preceding the Conversion Date (hereinafter defined)
(such lesser value being hereinafter referred to as the "Conversion Price").
Notwithstanding the foregoing, in the event that the closing bid price (as
reported by The Nasdaq SmallCap Market) of the Company's Common Stock for ten
(10) consecutive trading days is equal to, or less than $2.25 (as adjusted for
stock splits, combinations and similar recapitalizations affecting the Common
Stock), the Company may, on one and only one occasion, suspend the Purchaser's
ability to convert any part of the outstanding Debentures for a period not to
exceed forty-five (45) days.

         6.       Conversion of this Debenture shall be effectuated b~
surrendering the Debenture to the Company with the form of Notice of Conversion
attached hereto as Schedule 1, executed by the Holder of this Debenture
evidencing such Holder's intention to convert this Debenture or a specified
portion (as provided for above) hereof. The amount of accrued but unpaid
interest as of the Conversion Date shall be subject to conversion and paid in
shares of Common Stock valued at the Conversion Price. No fractional shares of
the Common Stock or scrip representing fractional shares will be issued on
conversion, but the number of shares of Common Stock issuable shall be rounded
to the nearest whole share. The date on which Notice of Conversion is given
shall be deemed to be the date on which the Holder has delivered the
Debentures, with the Notice of Conversion duly executed, to the Company, or if
earlier, the date such Notice of Conversion is delivered to the Company
provided the Debentures are received by the Company within five (5) trading
days thereafter. Such date is referred to herein as the "Conversion Date."
Facsimile delivery of the Notice of Conversion shall be accepted by the
Company. The Company shall issue and register, within three (3) trading days
after delivery to the Company of such Notice of Conversion, if the Company has
received the original Notice of Conversion and Debenture(s) being so converted
by such date, the number of shares of Common Stock to which the Holder shall be
entitled, registered in such street or nominee name as may be directed by the
Holder in the Notice of Conversion. The Company shall ensure that the shares of
Common Stock are at all times Depository Trust Corporation eligible. In the
event that the Company fails for any reason to effect delivery of such shares
of Common Stock within such three (3) trading day period; (i) the Company shall
pay the Holder a premium equal to one percent (1%) of the aggregate principal
amount of the Debentures then outstanding and held by the Holder, payable
daily, commencing on the fourth (4th) trading day after delivery to the Company
of such Notice of Conversion or (ii) the Holder may, in its sole discretion,
revoke the relevant Notice of Conversion by delivering a notice to such effect
to the Company whereupon the Company and the Holder shall each be restored to
their respective positions immediately prior to delivery of such Notice of
Conversion. The parties agree that the foregoing damages are reasonable and
that the anticipated damages for the failure of the Company to effect such
delivery are uncertain in amount and difficult to be proved.

         7.       The Conversion Price and number of shares of Common
Stock issuable upon conversion shall be subject to adjustment from time to time
as provided in this Section 7.

         (a)      In the event the Company should at any time or from
time to time after the date of this Debenture fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common
Stock or the determination of holders of Common Stock entitled to receive a
dividend or other distribution payable in additional shares of Common Stock or
other securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend, distribution, split or subdivision if no record date is fixed),
the Fixed Conversion Price shall be appropriately decreased so that the number





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of shares of Common Stock issuable on conversion of the Debentures shall be
increased in proportion to such increase in tile aggregate number of shares of
Common Stock outstanding and those issuable with respect to such Common Stock
Equivalents.

         (b)      If the number of shares of Common Stock outstanding
at any time after the date of the Debentures is decreased by a combination of
the outstanding shares of Common Stock, then, following the record date of such
combination, the Fixed Conversion Price shall be appropriately increased so
that the number of shares of Common Stock issuable on conversion of the
Debentures shall be decreased in proportion to such decrease in outstanding
shares.

         8.       The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of the Debentures, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the outstanding principal amount and accrued interest
thereon; and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of the
Debentures, in addition to such other remedies as shall be available to the
Holder, the Company will take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purposes,
including, without limitation, using its best efforts to obtain the requisite
stockholder approval necessary to increase the Company's authorized Common
Stock.

         9.       The Company shall be entitled to prepay the entire
amount of the Debentures or any portion hereof, at any time or from time to
time, upon not less than ten (10) (nor more than twenty (20)) days' prior
written notice. The prepayment price shall equal One Hundred Seventeen Percent
(117%) of the principal amount so to be prepaid plus all accrued and unpaid
interest. Such prepayment shall be effected by written notice to the Holder,
accompanied by prepayment by wire transfer of immediately available funds to an
account designated by the Holder. Any such prepayment shall be made pro rata
among the Debentures in proportion to the original principal amount thereof.

         10.      Any of the following shall constitute an "Event of
                  Default":

         a.       The Company shall fail to make any payment (whether
                  principal, interest or otherwise) on the Debentures
                  as and when the same shall be due and payable and
                  such default shall continue for five (5) business
                  days after the due date thereof;
         
         b.       Any of the representations or warranties made by the
                  Company herein, in the Subscription Agreement, or in
                  any certificate or financial or other written
                  statements heretofore or hereafter furnished by or on
                  behalf of the Company in connection with the
                  execution and delivery of the Debentures or the
                  Subscription Agreement shall be false or misleading
                  in any material respect as of the date made;
         
         c.       The Company shall fail to perform or observe, in any
                  material respect any other material covenant, term,
                  provision, condition, agreement or obligation of the
                  Company under the Debentures or the Subscription
                  Agreement and such failure shall continue uncured for
                  a period of five (5) business days after the first
                  date on which such failure arises (it being
                  understood that in the case of defaults which can not
                  reasonably be cured within a 5-day period no grace
                  period shall be necessary as a precondition to the
                  failure to perform such covenant constituting an
                  Event of Default);





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