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                                                                   EXHIBIT 10.5

                                FORM OF DEBENTURE


         NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION
         HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
         EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED
         AND MAY NOT BE UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR
         SAFE HARBOR THEREFROM.

No.      AIE-1                                                  US $2,000,000
         -----                                                     ----------

                    INTER AMERICAS COMMUNICATION CORPORATION

                   8% CONVERTIBLE DEBENTURE DUE APRIL 30, 1998

        THIS DEBENTURE is one of a duly authorized issue of $2,000,000 in
Debentures of INTER AMERICAS COMMUNICATION CORPORATION, a corporation organized
and existing under the laws of the State of Texas (the "Company") designated as
its 8% Convertible Debenture Due April 30, 1998.

         FOR VALUE RECEIVED, the Company promises to pay to ARCADIA IMPORTERS
AND EXPORTERS, INC., the registered holder hereof (the "Holder"), the principal
sum of Two Million and 00/100 (US $2,000,000) Dollars on April 30, 1998 (the
"Maturity Date") and to pay interest on the principal sum outstanding from time
to time in arrears upon conversion as provided herein on April 30, 1998 at the
rate of 8% per annum accruing from the date of initial issuance. Accrual of
interest shall commence on the first such business day to occur after the date
hereof until payment in full of the principal sum has been made or duly provided
for. Subject to the provisions of P. 4 below, the principal of, and interest on,
this Debenture are payable at the option of the Holder, in shares of Common
Stock of the Company, $.001 par value ("Common Stock"), or 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. The Company will pay the principal of and interest upon this
Debenture on the Maturity Date, less any amounts required by law to be deducted,
to the registered holder of this Debenture as of the tenth day prior to the
Maturity Date and addressed to such holder as the last address appearing on the
Debenture Register. The forwarding of such check shall constitute a payment of
principal and interest hereunder and shall satisfy and discharge the liability
for principal and interest on this Debenture to the extent of the sum
represented by such check plus any amounts so deducted.

         This Debenture is subject to the following additional provisions:

         1. The Debentures are issuable in denominations of Ten Thousand Dollars
(US$10,000) and integral multiples thereof. The Debentures are exchangeable for
an equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holders surrendering the same. No service
charge will be made for such registration or transfer or exchange.

         2. The Company shall be entitled to withhold from all payments of
principal of, and interest on, this Debenture any amounts required to be
withheld under the applicable provisions of the 





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United States income tax laws or other applicable laws at the time of such
payments, and Holder shall execute and deliver all required documentation in
connection therewith.

         3. This Debenture has been issued subject to investment representations
of the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws. In the event of any proposed
transfer of this Debenture, the Company may require, prior to issuance of a new
Debenture in the name of such other person, that it receive reasonable transfer
documentation including opinions that the issuance of the Debenture in such
other name does not and will not cause a violation of the Act or any applicable
state or foreign securities laws. 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 Company's 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.

         4. A. Subject to Section 4B, the Holder of this Debenture is entitled,
at its option, to convert at any time commencing the earlier of (a) sixty (60)
days after the date hereof, or (b) the effective date of the Registration
Statement filed pursuant to the Registration Rights Agreement between the
Company and the Holder, or the Holder's predecessor in interest, the principal
amount of this Debenture, provided that the principal amount is at least US
$10,000 (unless if at the time of such election to convert the aggregate
principal amount of all Debentures registered to the Holder is less that Ten
Thousand Dollars (US $10,000), then the whole amount thereof) into shares of
Common Stock of the Company at a conversion price for each share of Common Stock
("Conversion Rate") equal to the lesser of (a) 100% of the Market Price on the
Issuance Date, or (b) 80% of the Market Price on the Conversion Date. For
purposes of this Section 4, the Market Price shall be the average closing bid
price of the Common Stock on the five (5) trading days immediately preceding the
Issuance Date or Conversion Date, as may be applicable, as reported by the
National Association of Securities Dealers, or the closing bid price on the
over-the-counter market on such date or, in the event the Common Stock is listed
on a stock exchange, the Market Price shall be the closing price on the exchange
on such date, as reported in the Wall Street Journal. Conversion shall be
effectuated by surrendering the Debentures to be converted to the Company with
the form of conversion notice attached hereto as Exhibit A, executed by the
Holder of the Debenture evidencing such Holder's intention to convert this
Debenture or a specified portion (as above provided) hereof, and accompanied, if
required by the Company, by proper assignment hereof in blank. Interest accrued
or accruing from the date of issuance to the date of conversion shall, at the
option of the Holder, be paid in cash or Common Stock upon conversion at the
Conversion Rate. No fraction of Shares or scrip representing fractions of shares
will be issued on conversion, but the number of shares issuable shall be rounded
to the nearest whole share. The date on which notice of conversion is given (the
"Conversion Date") shall be deemed to be the date on which the Holder has
delivered this Debenture, with the conversion notice duly executed, to the
Company or, the date set forth in such facsimile delivery of the notice of
conversion if the Debenture is received by the Company within three (3) business
days therefrom. Facsimile delivery of the conversion notice shall be accepted by
the Company at facsimile number (305-377-6791; ATT: Douglas Geib, Chief
Financial Officer). Certificates representing Common Stock upon conversion will
be delivered within three (3) business days from the date the notice of
conversion with the original Debenture is delivered to the Company.

         B.       (i)      The Company shall have the right to redeem any 
                           Debentures for which a Notice of Conversion has not
                           theretofore been submitted by delivering a Notice of
                           Redemption to the Holder of the Debenture.



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                  (ii)     The redemption price shall be calculated at (a) 115%
                           for the first forty-five (45) days hereafter, (b)
                           120% for days forty-six (46) through seventy-five
                           (75), (c) 125% for days seventy-six (76) through
                           ninety (90), and 130% thereafter, of the principal
                           amount of the Debenture, plus accrued and unpaid
                           interest, and shall be paid to the Holder within ten
                           (10) days from the date of the Notice of Redemption,
                           except with respect to any Debentures for which a
                           Notice of Conversion is submitted to the Company,
                           within five (5) business days of the Holder's receipt
                           of the Company's Notice of Redemption. Furthermore,
                           in the event such payment is not timely made, any
                           rights of the Company to redeem the Debenture shall
                           terminate, and the Notice of Redemption shall be null
                           and void.

         C. The Company shall have the right to require, by written notice to
the Holder of this Debenture at least ten (10) days prior to the Maturity Date,
that the Holder of this Debenture exercise its right of conversion with respect
to all or that portion of the principal amount and interest outstanding on the
Maturity Date.

         5. No provision of this Debenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of,
and interest on, this Debenture at the time, place, and rate, and in the coin or
currency, herein prescribed. This Debenture and all other Debentures now or
hereafter issued of similar terms are direct obligations of the Company.

         6. No recourse shall be had for the payment of the principal of, or the
interest on, this Debenture, or for any claim based hereon, or otherwise in
respect hereof, against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

         7. If the Company merges or consolidates with another corporation or
sells or transfers all or substantially all of its assets to another person and
the holders of the Common Stock are entitled to receive stock, securities or
property in respect of or in exchange for Common Stock, then as a condition of
such merger, consolidation, sale or transfer, the Company and any such
successor, purchaser or transferee agree that the Debenture may thereafter be
converted on the terms and subject to the conditions set forth above into the
kind and amount of stock, securities or property receivable upon such merger,
consolidation, sale or transfer by a holder of the number of shares of Common
Stock into which this Debenture might have been converted immediately before
such merger, consolidation, sale or transfer, subject to adjustments which shall
be as nearly equivalent as may be practicable. In the event of any proposed
merger, consolidation or sale or transfer of all or substantially all of the
assets of the Company (a "Sale"), the Holder hereof shall have the right to
convert by delivering a Notice of Conversion to the Company within fifteen (15)
days of receipt of notice of such Sale from the Company. In the event the Holder
hereof shall elect not to convert, the Company may prepay all outstanding
principal and accrued interest on this Debenture, less all amounts required by
law to be deducted, upon which tender of paymennversion shall terminate.

         8. The Holder of the Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Debenture or the Shares of Common Stock
issuable upon conversion thereof except under circumstances which 




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will not result in a violation of the Act or any applicable state Blue Sky or
foreign laws or similar laws relating to the sale of securities.

          9. This Debenture shall be governed by and construed in accordance
with the laws of the State of New York. Each of the parties consents to the
jurisdiction of the federal courts whose districts encompass any part of the
City of New York or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based ON FORUM NON COVENIENS, to the bringing of any such
proceeding in such jurisdictions.

         10.      The following shall constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
                           or interest on this Debenture and same shall continue
                           for a period of three (3) days; or

                  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 the
                           Company in connection with the execution and delivery
                           of this Debenture or the Subscription Agreement shall
                           be false or misleading in any material respect at the
                           time made; or

                  c.       The Company fails to issue shares of Common Stock to
                           the Holder or to cause its Transfer Agent to issue
                           shares of Common Stock upon exercise by the Holder of
                           the conversion rights of the Holder in accordance
                           with the terms of this Debenture, fails to transfer
                           or to cause its Transfer Agent to transfer any
                           certificate for shares of Common Stock issued to the
                           Holder upon conversion of this Debenture and when
                           required by this Debenture or the Registration Rights
                           Agreement, or fails to remove any restrictive legend
                           or to cause its Transfer Agent to transfer on any
                           certificate or any shares of Common Stock issued to
                           the Holder upon conversion of this Debenture as and
                           when required by this Debenture, the Agreement or the
                           Registration Rights Agreement and any such failure
                           shall continue uncured for five (5) business days.

                  d.       The Company shall fail to perform or observe, in any
                           material respect, any other covenant, term,
                           provision, condition, agreement or obligation of the
                           Company under this Debenture and such failure shall
                           continue uncured for a period of thirty (30) days
                           after written notice from the Holder of such failure;
                           or

                  e.       The Company shall (1) admit in writing its inability
                           to pay its debts generally as they mature; (2) make
                           an assignment for the benefit of creditors or
                           commence proceedings for its dissolution; or (3)
                           apply for or consent to the appointment of a trustee,
                           liquidator or receiver for its or for a substantial
                           part of its property or business; or

                  f.       A trustee, liquidator or receiver shall be appointed
                           for the Company or for a substantial part of its
                           property or business without its consent and shall
                           not be discharged within sixty (60) days after such
                           appointment; or





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                  g.       Any governmental agency or any court of competent
                           jurisdiction at the instance of any governmental
                           agency shall assume custody or control of the whole
                           or any substantial portion of the properties or
                           assets of the Company and shall not be dismissed
                           within sixty (60) days thereafter; or


                  h.       Any money judgment, writ or warrant of attachment, or
                           similar process in excess of Two Hundred Thousand
                           ($200,000) Dollars in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain unpaid, unvacated,
                           unbonded or unstayed for a period of sixty(60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale thereunder; or

                  i.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy law or any law for the relief of debtors
                           shall be instituted by or against the Company and, if
                           instituted against the Company, shall not be
                           dismissed within sixty (60) days after such
                           institution or the Company shall by any action or
                           answer approve of, consent to, or acquiesce in any
                           such proceedings or admit the material allegations
                           of, or default in answering a petition filed in any
                           such proceeding; or

                  j.       The Company shall have its Common Stock suspended or
                           delisted from an exchange or over-the-counter market
                           from trading for in excess of two trading days.

Then, or at any time thereafter, and in each and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
shall not be deemed to be a waiver of any subsequent default) at the option of
the Holder and in the Holder's sole discretion, the Holder may consider this
Debenture immediately due and payable, without presentment, demand, protest or
notice of any kinds, all of which are hereby expressly waived, anything herein
or in any note or other instruments contained to the contrary notwithstanding,
and the Holder may immediately enforce any and all of the Holder's rights and
remedies provided herein or any other rights or remedies afforded by law.

         11. Nothing contained in this Debenture shall be construed as
conferring upon the Holder the right to vote or to receive dividends or to
consent or receive notice as a shareholder in respect of any meeting of
shareholders or any rights whatsoever as a shareholder of the Company, unless
and to the extent converted in accordance with the terms hereof.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: May 6, 1997
                                  INTER AMERICAS COMMUNICATION CORPORATION

                                  By: /s/ Patricio E. Northland
                                      -------------------------
                                      Patricio E. Northland
                                      (Print Name)

                                      President and CEO
                                      -------------------------
                                      (Title)



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                                    EXHIBIT A


                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)



         The undersigned hereby irrevocably elects to convert $ ________________
of the principal amount of the above Debenture No. ___ into Shares of Common
Stock of INTER AMERICAS COMMUNICATION CORPORATION (the "Company") according to
the conditions hereof, as of the date written below.


Date of Conversion* ________________________________________________________

Applicable Conversion Price  _______________________________________________


Signature __________________________________________________________________
                                 [Name]

Address: ____________________________________________________________________

         ____________________________________________________________________





* This original Debenture and Notice of Conversion must be received by the
Company by the third business date following the Date of Conversion.