Exhibit 10.29

     Stock Purchase Agreement by and among Convergence Communications, Inc.,
       Norberto Priu, and AES Telecom, Inc. dated as of September 11, 2001


                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT (this "Agreement") is entered into as of
September 11, 2001, among CONVERGENCE COMMUNICATIONS, INC., a Nevada corporation
(the "Company"),  Norberto Priu, an Argentine citizen ("Priu"),  and AES Telecom
Americas,  Inc., a Delaware corporation  ("AES"). The Company,  Priu and AES are
sometimes referred to collectively as the "Parties" and singularly as a "Party".
Priu  and  AES  are  sometimes  referred  collectively  as the  "Investors"  and
singularly as an "Investor."

         A.  The  Company,   directly  or  through  wholly-owned  or  controlled
subsidiaries,  is  engaged  in  the  business  of  providing  data  transmission
services,  domestic and  international  telephony,  subscriber cable television,
value-added  telecommunications  services  and services for access to and use of
the Internet in Latin America (together, the "Telecommunications Business"), and
proposes  to  continue  to carry  out and to expand  and  further  develop  such
Telecommunications Business, and for such purposes requires additional capital;

         B. The  Investors  desire  to invest  in the  Company  on the terms and
conditions herein specified; and

         C.  The  Parties  are  entering  into  this  Agreement  and  the  other
agreements and instruments  entered into or delivered in connection  herewith to
memorialize the terms for such investments.

         NOW, THEREFORE, the Parties agree as follows:

         1.  Definitions.  Capitalized  terms  used in this  Agreement  have the
meanings given to them in the Schedule of Definitions attached to this Agreement
as Schedule 1, unless the context  otherwise  requires.  The definition of terms
defined in the singular  shall apply to the plural,  and the definition of terms
defined in the plural shall apply to the singular.

         2. The Transactions.

              (a) The  Transactions.  On and subject to the terms and conditions
of this Agreement,  the Parties shall carry out the following transactions,  and
enter into and deliver the following agreements and instruments (such agreements
and  such  other   documents  as  are  referred  to  herein  being  referred  to
collectively  as the  "Transaction  Documents") at a closing (the  "Closing") to
occur within five Business Days following the satisfaction of the conditions set
out in Section 6:

                   (i) The Company will sell,  and the Investors  will purchase,
pursuant to the  provisions of this Section  2(a)(i),  23,529,410  shares in the
aggregate  of the  Company's  common  stock,  par value  US$.001 per share ("the
Shares"),  for an  aggregate  purchase  price,  in  cash  or  other  immediately
available funds, of Twenty Million United States Dollars  (US$20,000,000),  such
purchases and sales of the Shares to occur as follows:

                        (A) The  purchase by and sale to Priu , at the  Closing,
of an  aggregate of Eleven  Million  Seven  Hundred  Sixty-Four  Thousand  Seven
Hundred  Five  (11,764,705)  Shares for a purchase  price per Share of  85/100th
United  States  Dollars  (US$0.85),  being an  aggregate  purchase  price of Ten
Million United States Dollars (US$10,000,000), and

                        (B) the purchase by and sale of AES, at the Closing,  of
an aggregate of Eleven  Million Seven Hundred  SixtyFour  Thousand Seven Hundred
Five  (11,764,705)  Shares for a  purchase  price per Share of  85/100th  United
States  Dollars  (US$0.85),  being an  aggregate  purchase  price of Ten Million
United States Dollars (US$10,000,000), and

                   (ii)  the  execution  and  delivery,  at  the  Closing,  of a
Registration Rights Agreement among the Investors and the Company in the form of
Exhibit  A to this  Agreement  (the  "Registration  Rights  Agreement")  for the
purpose of setting  out the  rights of the  Investors  to require or join in the
registration of their Shares under U.S. Securities Law.

              (b) The  Closing.  Subject  to the  satisfaction  or waiver by the
appropriate Party or Parties of the conditions set out in Section 6, the Closing
shall  take place at the  offices of Parsons  Behle & Latimer in Salt Lake City,
Utah or such other place or places as the Parties may agree.

              (c)  Deliveries at the Closing.  At the Closing,  the Parties will
deliver or cause to be  delivered  the  following  agreements  and  instruments,
subject to the satisfaction or waiver by the appropriate Party or Parties of the
conditions set out in Sections 6(a) and 6(b):

                   (i)  each of  Priu  and  AES  will  deliver  or  cause  to be
delivered the following:

                        (A) to the Company,

                             (1) in the case of Priu,  Ten Million United States
Dollars (US$10,000,000) in cash or other immediately available funds, and

                             (2) in the case of AES, Ten Million  United  States
Dollars (US$10,000,000) in cash or other immediately available funds; and

                        (B) to the Company,  the Registration  Rights Agreement,
duly executed and delivered by such Investor;

                   (ii) the Company will  deliver or cause to be  delivered  the
following:

                        (A) to each of the Investors,  certificates representing
the Shares, as follows:

                             (1)  to  Priu,   Eleven   Million   Seven   Hundred
Sixty-Four Thousand Seven Hundred Five (11,764,705) Shares; and

                             (2) to AES, Eleven Million Seven Hundred Sixty-Four
Thousand Seven Hundred Five (11,764,705) Shares;

                        (B) to the Investors, the Registration Rights Agreement,
duly executed and delivered by the Company; and

                        (C) to the  Investors,  legal opinions of counsel in the
form of Exhibit B,  addressed to the  Investors  and dated the Closing Date (the
"Legal Opinions").

         3.  Representations and Warranties of Investors.  Each Investor,  as to
itself,  represents  and warrants to the Company and to each other Investor that
the statements  contained in this Section 3, with respect to such Investor only,
are true,  correct and complete in all material  respects as of the date of this
Agreement and will be true,  correct and complete in all material respects as of
the Closing  Date.  Each such  representation  and  warranty  shall  survive the
Closing  and shall  continue in force for a period of 24 months from the Closing
Date.

              (a)  Organization of the Investors.  If the Investor is other than
an individual,  it is duly  organized,  validly  existing,  and in good standing
under the laws of the place of its organization.

              (b)  Authorization  of  Transaction.  He or it has full  power and
authority to execute and deliver this Agreement and each Transaction Document to
which he or it is a party and to perform his or its  obligations  hereunder  and
thereunder, and as of the Closing Date, this Agreement and each such Transaction
Document  delivered at the Closing shall have been duly  authorized and executed
by  him  or it and  shall  constitute  his or  its  valid  and  legally  binding
obligation,  enforceable  under  Applicable  Law in  accordance  with its terms,
except as may be limited by bankruptcy,  reorganization,  moratorium, fraudulent
conveyance  and  insolvency  laws and by other  laws  affecting  the  rights  of
creditors  generally  and  except  as may be  limited  by  the  availability  of
equitable remedies. There is no requirement of Applicable Law that any notice be
given, nor any filing,  authorization,  consent, or approval of any governmental
authority be obtained in order that he or it may execute, deliver and consummate
the  transactions  contemplated  by this  Agreement  and each other  Transaction
Document to which he or it is a party.

              (c)  Noncontravention.  Neither the  execution nor the delivery by
him or it of this Agreement or of any other Transaction  Document to which he or
it is or  becomes  a  party,  nor  the  performance  of his  or its  obligations
hereunder or thereunder will (i) violate any Applicable Law to which he or it is
subject or, in the case of an Investor not an  individual,  any provision of its
charter  or other  organizational  documents  or bylaws or (ii)  conflict  with,
result in a breach of,  constitute a default under,  result in the  acceleration
of, create in any party the right to accelerate,  terminate,  modify, or cancel,
or require any notice under any  material  contract to which he or it is a party
or by which he or it or any of his or its property may be bound.

              (d) Brokers'  Fees.  He or it has not  incurred  any  liability or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect  to  the  transactions   contemplated   hereunder  or  under  any  other
Transaction Document to which he or it is or becomes a party for which any other
Party could become liable.

              (e) Investment  Intent.  He or it understands that the Shares have
not been registered  under the United States  Securities Act of 1933, as amended
(the  "Securities  Act").  He or it is acquiring the Shares without a view to or
for sale in connection  with any  distribution  thereof inside the United States
within the meaning of Regulation S under the Securities Act or other  exemptions
from the  registration  requirements of the Securities Act. He or it understands
that the Shares will  constitute  "restricted  securities"  under the Securities
Act, and may not be resold without registration under, or the availability of an
exemption from, the registration  requirements of the Securities Act and similar
state laws. He or it is familiar with Securities and Exchange Commission ("SEC")
Regulation S and Rule 144, as presently in effect,  and  understands  the resale
limitations imposed thereby and by the Securities Act.

              (f) Restrictive  Legend. He or it understands that the certificate
or certificates  evidencing his or its Shares may bear legends in  substantially
the following form:

                  THE  CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF
                  STOCK.  THE  CORPORATION  WILL FURNISH  WITHOUT  CHARGE TO THE
                  HOLDER  OF  THIS   CERTIFICATE   UPON   REQUEST   THE  POWERS,
                  DESIGNATIONS,   PREFERENCES   AND   RELATIVE,   PARTICIPATING,
                  OPTIONAL  OR  OTHER  SPECIAL  RIGHTS  OF  EACH  CLASS  OF  THE
                  CORPORATION'S  STOCK OR SERIES THEREOF AND THE QUALIFICATIONS,
                  LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES  ACT").  THESE  SECURITIES  HAVE BEEN ACQUIRED FOR
                  INVESTMENT  AND NOT WITH A VIEW TO  DISTRIBUTION  OR RESALE IN
                  THE UNITED STATES IN VIOLATION OF THE  SECURITIES  ACT AND MAY
                  NOT BE SOLD,  MORTGAGED,  PLEDGED OR HYPOTHECATED OR OTHERWISE
                  TRANSFERRED  WITHIN THE  UNITED  STATES  WITHOUT AN  EFFECTIVE
                  REGISTRATION  STATEMENT  FOR SUCH SHARES UNDER THE  SECURITIES
                  ACT OR  THE  DELIVERY  TO THE  CORPORATION  OF AN  OPINION  OF
                  COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
                  ACT.

                  THE SALE, PLEDGE,  HYPOTHECATION OR TRANSFER OF THE SECURITIES
                  REPRESENTED  BY THIS  CERTIFICATE  IS SUBJECT TO THE TERMS AND
                  CONDITIONS OF AN AMENDED AND RESTATED  SHAREHOLDERS  AGREEMENT
                  DATED AS OF SEPTEMBER 10, 2001, AS AMENDED, BY AND BETWEEN THE
                  SHAREHOLDER,  THE CORPORATION AND CERTAIN OTHER HOLDERS OF THE
                  STOCK OF THE  CORPORATION  WHICH PROVIDES  RESTRICTIONS ON THE
                  TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS CERTIFICATE.
                  BY ACCEPTING  ANY INTEREST IN THE  SECURITIES  REPRESENTED  BY
                  THIS CERTIFICATE,  THE PERSON ACCEPTING SUCH INTEREST SHALL BE
                  BOUND BY ALL THE PROVISIONS OF SAID AGREEMENT.  COPIES OF SUCH
                  AGREEMENT  MAY  BE  OBTAINED  UPON  WRITTEN   REQUEST  TO  THE
                  SECRETARY OF THE CORPORATION.

              (g) Accredited Investor. He or it is an "accredited  investor," as
that term is defined in Regulation D promulgated  under the Securities  Act, can
bear the risk of his or its  investment  in the Shares that he or it proposes to
acquire,  and has such  knowledge and  experience in financial  and/or  business
matters  that he or it is  capable  of  evaluating  the  merits  and risks of an
investment in such Shares.

         4. Representations and Warranties of the Company Concerning the Company
and its Subsidiaries.  In reliance on the  representations and warranties of the
Investors,  as set forth in Section 3, the Company  represents  and  warrants to
each Investor that the statements  contained in this Section 4 are true, correct
and complete in all material  respects as of the date of this Agreement and will
be true,  correct and complete in all material  respects as of the Closing Date.
Each such  representation  and  warranty  shall  survive  the  Closing and shall
continue in force and effect for a period of 24 months  from the  Closing  Date,
except that (i) the  representations  and warranties set out in clause (f) below
with   respect  to  claims  or  lawsuits   shall  not   expire,   and  (ii)  the
representations  and  warranties  set out in clause  (e) below  with  respect to
environmental  claims  shall  continue  in force and  effect  for a period of 60
months from the Closing Date. Each of the Corporation's  representations in this
Section 4 is qualified by reference to the  Corporation's  recently  implemented
cash constraint measures,  and the effect of those measures on the Corporation's
performance of its contractual obligations,  its compliance with Applicable Law,
the  status  of its  Subsidiaries  under  law  relating  to  insolvency  and its
relationship with vendors, customers and employees or former employees.

              (a)  Organization,  Qualification and Corporate Power. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the  State  of  Nevada,  each of the  Subsidiaries  is an  entity,  duly
organized  and validly  existing  (and,  to the extent the  jurisdiction  of its
organization  recognizes the concept, is in good standing) under the laws of the
place of its organization,  and each of the Company and the Subsidiaries is duly
authorized to conduct  business under the laws of each  jurisdiction  where such
qualification  is required  and the failure to so qualify  would have a material
adverse  effect  on the  Telecommunications  Business,  and  has  all  requisite
corporate  power and authority to own and operate its properties and to carry on
its  business  as now  conducted  and as  contemplated  to be  conducted  in the
Business   Plan.   The   articles  of   incorporation,   bylaws  and  any  other
organizational  documents of the Company and its  Subsidiaries  that the Company
previously  delivered to each Investor were true, correct and complete as of the
date of delivery,  and are true, correct and complete as of the date hereof, and
will be true, correct and complete as of the Closing Date.

              (b)  Authorization of Transaction.  The Company has full power and
authority to execute and deliver this Agreement and each Transaction Document to
which it is a party and, to perform its  obligations  hereunder and  thereunder,
and, as of the Closing Date, this Agreement and each such  Transaction  Document
shall have been duly  authorized  and executed by the Company and constitute its
valid and legally binding obligation,  enforceable in accordance with its terms,
except as may be limited by bankruptcy,  reorganization,  moratorium, fraudulent
conveyance  and  insolvency  law and by  other  laws  affecting  the  rights  of
creditors  generally  and  except  as may be  limited  by  the  availability  of
equitable remedies. There is no requirement of Applicable Law that any notice be
given, nor any filing,  authorization,  consent, or approval of any governmental
authority  be  obtained  by the  Company or its  Subsidiaries  in order that the
Company may execute,  deliver and consummate the  transactions  contemplated  by
this Agreement and each other Transaction Document to which it is a party.

              (c) Capitalization.  Prior to the consummation of the transactions
contemplated  by the Transaction  Documents,  the Company's  authorized  capital
consists of 100 million shares of Common Stock, par value of $.001 per share (of
which  11,348,626  shares are  outstanding),  and 25 million shares of preferred
stock,  par value of $.001 per share (of which  13,620,472  Series C convertible
preferred  shares  and  2,643,636  Series D  convertible  preferred  shares  are
outstanding).  All of the issued and outstanding  shares of stock of the Company
and of each of the Subsidiaries  have been duly authorized,  are validly issued,
fully paid, and are nonassessable, are owned by the Company (with respect to the
stock of the  Subsidiaries),  and the holders thereof (with respect to the stock
of the Company).  Except as is set forth in the Disclosure Schedule delivered to
the purchasing  parties to the terms of the Umbrella  Stock  Purchase  Agreement
among the  Company and other  parties  dated  February 7, 2001 (the  "Disclosure
Schedule") (with  appropriate  adjustments to such  disclosures  relating to the
number of common shares  subject to options in favor of employees that have been
terminated since the date of the Disclosure Schedule),  there are no outstanding
or  authorized   options,   warrants,   purchase  rights,   preemptive   rights,
subscription rights,  conversion rights,  exchange rights, or other contracts or
commitments  that could require the Company or any of the Subsidiaries to issue,
sell, or otherwise  cause to become  outstanding any additional or other capital
stock. Except as contemplated by the Transaction Documents,  neither the Company
nor any  Subsidiary  is  under  any  obligation  (contingent  or  otherwise)  to
repurchase or otherwise acquire, redeem or retire any of its equity interests or
any  warrants,  options or other  rights to acquire  its equity  interests.  The
Shares will be duly authorized and validly issued,  fully paid and nonassessable
shares of the capital  stock of the Company and will not be issued in  violation
of any preemptive rights.  Upon their issuance,  each Investor will receive good
and  marketable  title to the  Shares,  free and clear of all  claims and Liens,
other than those arising under the Transactions Documents.

              (d)  Noncontravention.  Neither the execution and delivery of this
Agreement or any Transaction  Document to which the Company is a party,  nor the
performance of its  obligations  hereunder or  thereunder,  will (i) violate any
provision of the charter or organizational document of the Company or any of its
Subsidiaries or (ii) conflict with,  result in a breach of, constitute a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
material  contract to which it is a party or by which it or any of its  property
may be bound,  or (iii) result in the creation of any Lien on the Shares  (other
than as created by the  Transaction  Documents)  or any assets of the Company or
its Subsidiaries.

              (e)  Environmental  Laws and Regulations.  To the Knowledge of the
Company,  the  business of the Company and each of the  Subsidiaries  is and has
been conducted in compliance  with all  Environmental  Laws. To the Knowledge of
the Company,  the operations of, and the buildings and property owned, leased or
used  by,  the  Company  and  each of the  Subsidiaries  comply  with  all  such
Environmental  Laws.  To the  Knowledge  of the  Company,  there is no  existing
practice,  action or activity of the Company or any  Subsidiary  and no existing
condition  relating  to any of the  properties  or  assets  owned or used by the
Company or any  Subsidiary  which might require clean up or  remediation or give
rise to any civil or criminal  liability under, or violate or prevent compliance
with, any such Environmental Laws or any health or occupational  safety or other
applicable statute, regulation, ordinance or decree. Neither the Company nor any
Subsidiary  has received any notice from any  governmental  authority  revoking,
canceling,  materially  modifying  or refusing  to renew any permit,  license or
authorization  or  providing   written  notice  of  violations  under  any  such
Environmental Laws.

              (f)  Litigation.  Except as disclosed  in the Reports,  as defined
below,  and except as may relate to the  Company's  inability  to timely pay its
obligations to its creditors,  there is no suit,  claim,  action,  proceeding or
investigation  pending or, to the Knowledge of the Company,  threatened  (or any
basis  therefor  known  to the  Company)  which,  either  in any  case or in the
aggregate, might result in a material adverse change or in any impairment of the
right or ability of the Company or any  Subsidiary to carry on their  respective
businesses  as now  conducted or as proposed to be conducted or in any liability
on the part of the Company or any Subsidiary,  either individually or taken as a
whole,  and  none  which  questions  the  validity  of  this  Agreement  or  any
Transaction  Document or any action taken or to be taken in connection herewith.
Neither  the Company  nor any of the  Subsidiaries  is a party or subject to the
provisions  of any  order,  injunction,  judgment  or  decree  of any  court  or
government agency or  instrumentality  (other than government decrees of general
applicability) which might adversely affect their respective businesses.

              (g)  Bankruptcy.  Neither the Company nor any Subsidiary has filed
any voluntary petitions admitting its bankruptcy or requesting a reorganization,
nor, to the  Knowledge of the Company,  have any petitions  alleging  insolvency
been filed  against  the  Company or any  Subsidiary,  nor have any of them been
judicially declared to be bankrupt or insolvent, nor is any of them in the state
of being liquidated or dissolved.

              (h) Brokers.  The  Disclosure  Schedule  describes  the  Company's
contractual  obligations with FondElec Group,  Inc. Other than a potential claim
under  that  contractual  obligation,   neither  the  Company  nor  any  of  its
Subsidiaries  will be liable  directly or indirectly  to pay any brokerage  fee,
commission,  finder's fee or financial  advisory or similar fee by reason of the
transactions  contemplated  by any  Transaction  Document to any Person claiming
such compensation by reason of any agreement or relationship with the Company or
any of its  shareholders or any affiliate  thereof or with any Subsidiary or any
of its shareholders or any affiliate thereof.

              (i) Compliance  with Laws.  Neither the Company nor any Subsidiary
is in  violation  of,  or in  default  under,  any  term  of its  organizational
documents  or of any  judgment,  decree,  writ,  statute,  governmental  rule or
regulation applicable to the Company or any of its Subsidiaries or to which they
or any of them is bound,  except to the extent that such  violations or defaults
would not (i) affect the validity or enforceability of any Transaction Document,
or (ii) impair the ability of the  Company to perform  any  material  obligation
which the Company has under any Transaction Document.

              (j)  Complete  Statements.  No  representation  or warranty of the
Company in this Agreement  contains any untrue statement of a material fact, and
the  representations  and warranties of the Company (together with the Reports),
taken as a  whole,  do not omit  any  statement  necessary  in order to make any
material statements or descriptions  contained herein or therein in light of the
circumstances in which they were made, not misleading or incomplete.

              (k) Reports.  Through the date of the Company's report on form 8-K
filed with the SEC on August 7, 2001,  the Company made all filings  required of
it under the Securities  Exchange Act of 1934, as amended.  The Company has made
available  to each  requesting  Investor  each such report  prepared by it since
December 31,  1998,  including  its Annual  Reports on Form 10-KSB for the years
ended December 31, 1998, 1999 and 2000 in the form (including exhibits,  annexes
and any amendments thereto) filed with the SEC (collectively,  but not including
any such reports filed  subsequent  to the date hereof,  its  "Reports").  As of
their  respective  dates,  the Reports did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements made therein,  in light of the circumstances in
which they were made,  not misleading and no statement of material fact that was
true and not  misleading  as of the date of the  Report  in which it was made is
untrue or  misleading  as of the date  hereof in light of events or  changes  in
circumstances  occurring  since the date of the Report  which are not  otherwise
disclosed in the Reports or the opening paragraph of this Section 4. Each of the
consolidated  balance sheets  included in or  incorporated by reference into the
Reports  (including  the  related  notes  and  schedules)  fairly  presents  the
consolidated  financial  position of the Company and its  Subsidiaries as of its
date  and  each of the  consolidated  statements  of  income  and of cash  flows
included in or incorporated by reference into its Reports (including any related
notes and  schedules)  fairly  presents in material  respects  the  consolidated
results of operations,  retained earnings and cash flows, as the case may be, of
it and its Subsidiaries for the periods set forth therein (subject,  in the case
of unaudited  statements,  to notes and normal year-end audit  adjustments  that
will not be  material  in amount or  effect),  in each case in  accordance  with
United States generally  accepted  accounting  principles  consistently  applied
during the periods involved, except as may be noted therein.

              (l) Foreign Corrupt  Practices Act. None of the Company nor any of
the  Subsidiaries or any of their  respective  officers,  employees,  directors,
representatives  or agents  acting in such a capacity  at the  direction  of the
Company or any of the  Subsidiaries,  has taken any action in  violation  of any
anti-bribery,  anti-corruption or criminal laws of the United States, Guatemala,
El Salvador,  Venezuela, Costa Rica, Panama, Mexico or Argentina,  including the
Foreign  Corrupt  Practices Act of 1977 of the United  States,  as amended,  and
including,  but not  limited to, the making of  improper  payments,  directly or
indirectly,  in the form of cash or otherwise,  to officials of any governmental
authority.

         5. Pre-Closing and Post-Closing Covenants.

              (a)  Pre-Closing  Covenants.  The  Parties  agree as follows  with
respect to the period,  if any,  between the execution of this Agreement and the
Closing Date:

                   (i) General. Each of the Parties will use its reasonable best
efforts  to  take  all  actions  and to do all  things  necessary  in  order  to
consummate  the  transactions  contemplated  by this  Agreement  (including  the
satisfaction, but not the waiver, of the closing conditions set forth in section
6 below) and the other Transaction Documents.

                   (ii) Notices and Consents.  Each of the Parties will give any
notices,  make any filings  and use its  reasonable  best  efforts to obtain any
authorizations, consents, and approvals necessary to consummate the transactions
described herein.

                   (iii)  Operation  of  Business.   Subject  only  to  measures
relating to the
application of the Company's cost-conservation policies pending the Closing, the
Company will not, and will not cause or permit any  Subsidiary  to, prior to the
Closing,  engage in any practice, take any action, or enter into any transaction
outside the ordinary course of business.

                   (iv)  Preservation  and Conduct of Business.  Subject only to
measures relating to the application of the Company's cost-conservation policies
pending  the  Closing,  the  Company  will  keep  its  business  and  properties
substantially intact,  including each Subsidiary's present operations,  physical
facilities,  working  conditions,  and  relationships  with lessors,  licensors,
suppliers,  customers,  subscribers  and  employees and operate and carry on the
Telecommunications Business in the ordinary course of business.

                   (v) Full Access.  The Company  will  permit,  and the Company
will cause each of the Subsidiaries to permit,  representatives of the Investors
to have full and complete access at all reasonable  times, and in a manner so as
not to interfere with the normal  business  operations of such entities,  to all
premises,  properties,   personnel,  books,  records  (including  tax  records),
contracts,  and  documents  of or  pertaining  to each of such  entities for the
purpose  of  enabling  the  Investors  or their  representatives  to verify  the
accuracy of the representations and warranties  contained herein, to verify that
the covenants of this Agreement have been complied with and to determine whether
the conditions to Investors' performance set forth herein have been satisfied.

                   (vi) Notice of  Developments.  The  Company  will give prompt
written  notice to the  Investors of any of the  following  that occur prior the
termination of this Agreement under the provisions of Section 8:

                        (A) any material  adverse  development that causes or is
likely to cause a breach of any of the  representations and warranties set forth
in Section 4 above, or

                        (B) any other event or condition which could  reasonably
be  expected  to have a  material  adverse  effect  on the  assets,  operations,
operating  results,  customer  or  employee  relations,  business  or  financial
condition or prospects of the Company or of any material Subsidiary.

Each  Investor  will give  prompt  written  notice to the other  Parties  of any
material  adverse  development  that  occurs  prior to the  Closing and causes a
breach of any of its own  representations  and warranties in Section 3 above. No
disclosure  by any Party  pursuant to this Section  (a)(vi),  however,  shall be
deemed to prevent or cure any  misrepresentation,  breach of warranty, or breach
of covenant.

              (b)  Post-Closing  Covenants.  The Parties  agree as follows  with
respect to the period following the Closing Date:

                   (i) Promptly after the Closing Date, the Company,  shall form
a  committee  of the  Board of  Directors  (to be  chaired  by a  representative
designated by AES) to review the Company's currently approved business plan and,
upon the  conclusion  of such review,  which shall be  concluded  within 30 days
following the Closing Date, to make  recommendations  to the Company's  Board of
Directors  regarding  the matter set forth in (C),  and  recommendations  to the
Company's Board of Directors  regarding  modifications to the business plan with
respect to the matters set forth in (A), (B) and (D) through (G):

                        (A) the Company's  current  management stock option plan
(with the intent that the Committee review and make recommendations with respect
to aligning the interests of management more closely with those of the Company's
shareholders);

                        (B) reporting  requirements  and  procedures  which will
assist the Company in monitoring the progress of its network buildout, sales and
installation;

                        (C) the search for and  recommendation of a candidate to
become the chief financial officer of the Company;

                        (D) clarification of the roles, responsibilities and the
delegation  of  authority  for the chief  executive,  financial,  technical  and
information officers of the Company;

                        (E) the locations where the Company  maintains  business
or other offices;

                        (F) the Company's status as a reporting entity under the
federal securities laws and the situs of its incorporation; and

                        (G) a  schedule  for the  Company's  Board of  Directors
meetings  which will allow the Board of Directors  to more  closely  monitor the
Company's progress against the business plan.

                   (ii)  Promptly  after the Closing  Date,  the Company  shall,
subject  to the  approval  by  the  requisite  vote  of  its  shareholders,  use
reasonable  commercial  efforts to amend its  Articles of  Incorporation  to (A)
increase the maximum  number of the members of its board of directors from 10 to
12, and (B) require that, prior to December 31, 2007, any new Equity  Financing,
as that term is  defined  in that  certain  Amended  and  Restated  Shareholders
Agreement among the Company and certain of its  shareholders  dated of even date
herewith, be approved by a minimum of 75% of the Company's directors.

                   (iii)  During  the  period  prior  to  the  amendment  of the
Company's  articles  of  incorporation  as set forth in  Section  5(b)(ii),  the
Company  shall not,  without the  approval of the holders of at least 75% of the
Common Stock, engage in any Equity Financing.

                   (iv) Within two (2)  business  days of the  Closing,  pay all
amounts  represented by that certain promissory note delivered by the Company in
July,  2001 in  favor  of Jorge  Ricardo  Priu,  in the  approximate  amount  of
US$1,810,538.78 as of September 10, 2001.

         6. Conditions to Obligations.

              (a) Conditions to Obligations of Each Investor at the Closing. The
obligation  of each  Investor  to  consummate  or  cause to be  consummated  the
transactions  to be performed  at the Closing as  described  in the  appropriate
clauses of Section  2(a) is subject to the  satisfaction  or waiver by it of the
following conditions:

                   (i)  Each  other  Party  shall  consummate  or  cause  to  be
consummated the transactions  contemplated in the appropriate clauses of Section
2(c) to be performed at the Closing;

                   (ii) the  representations  and  warranties of the Company set
forth in  Section  4,  and the  representations  and  warranties  of each  other
Investor  set forth in  Section  3,  shall  have been  true and  correct  at the
execution  hereof and shall be true and correct in all respects at and as of the
Closing Date as if made on the Closing Date;

                   (iii)  the  Company  and  each  other   Investor  shall  have
performed  and  complied  with all of its  covenants  hereunder  (including  the
delivery  requirements  of Section  2(c)) in all material  respects  through the
Closing Date;

                   (iv)  there have been  received  by the  Investors  the Legal
Opinions, addressed to the Investors and dated as of the Closing Date;

                   (v) no court or  governmental  authority  shall have enacted,
issued,  promulgated,  enforced or entered any law,  statute,  ordinance,  rule,
regulation,  judgment,  decree,  injunction or other order  (whether  temporary,
preliminary or permanent)  that  continues in effect and  restrains,  enjoins or
otherwise  prohibits  consummation  of the  transactions  to be performed at the
Closing; and

                   (vi) the parties thereto shall have executed and delivered to
the  Company  (A) a warrant  amendment  and  exercise  agreement  in the form of
Exhibit C hereto (the  "Warrant  Amendment  Agreement"),  (B) a preferred  stock
conversion  agreement in the form of Exhibit D hereto (the "Agreement  Regarding
Conversion") (C) the amended and restated shareholders  agreement in the form of
Exhibit E hereto  (the  "Amended  and  Restated  Shareholders  Agreement"),  (D)
options to the  Persons  set forth on Exhibit F hereto to acquire  shares of the
Company's Common Stock at a purchase price of $1.25 per share at any time during
the one year period  after the Closing  Date (the  "Options"),  (E) an option in
favor of the International Finance Corporation to acquire up to U.S. $765,000 of
the Company's  common stock in the form of Exhibit G (the "IFC Option"),  (F) an
option  in favor of  TCW/Latin  America  a  Partners,  LLC to  acquire  up to US
$3,566,310  of the  Company's  common  stock in the form of  Exhibit H (the "TCW
Option"),  (G) a  preemptive  rights  waiver  in  the  form  of  Exhibit  I (the
"Preemptive  Rights  Waiver"),  and (H) a waiver  in the form of  Exhibit J (the
"Most Favored Nations Waiver").

              (b) Conditions to  Obligations of the Company at the Closing.  The
obligation  of  the  Company  to  consummate  or  cause  to be  consummated  the
transactions  to be  performed  at the Closing as  described  in Section 2(c) is
subject to the satisfaction or waiver of the following conditions:

                   (i) each Investor shall consummate or cause to be consummated
the transactions  contemplated in the appropriate  clauses of Section 2(c) to be
performed by it at the Closing;

                   (ii) the  representations and warranties set forth in Section
3 above shall be true and correct in all material  respects as to each  Investor
at and as of the Closing Date;

                   (iii) no court or governmental  authority shall have enacted,
issued,  promulgated,  enforced or entered any law,  statute,  ordinance,  rule,
regulation,  judgment,  decree,  injunction or other order  (whether  temporary,
preliminary or permanent)  that  continues in effect and  restrains,  enjoins or
otherwise  prohibits  consummation  of the  transactions  to be performed at the
Closing;

                   (iv) the parties  thereto  other than the Company  shall have
executed and delivered to the Company the Warrant Amendment Agreement, Agreement
Regarding Conversion,  Amended and Restated Shareholders Agreement, the Options,
the IFC  Option,  the TCW  Option,  the  Preemptive  Rights  Waiver and the Most
Favored Nations Waiver; and

                   (v) each Investor  shall have performed and complied with all
of its respective covenants  (including its delivery  requirements under Section
2(c)) hereunder in all material  respects through the Closing Date as if made on
that Closing Date.

         7. Indemnity.

              (a) Company  Indemnity.  Subject to the terms and  conditions  set
forth herein,  from and after the Closing Date, the Company agrees to indemnify,
defend and hold harmless the Investors, their shareholders, directors, officers,
employees, affiliates, controlling persons, agents and representatives and their
successors and assigns  (individually an "Indemnified  Party" and  collectively,
the "Indemnified Parties") from and against any and all losses, claims, damages,
liabilities,  obligations,  penalties,  judgments,  awards,  costs, expenses and
disbursements (and any and all actions, suits, proceedings and investigations in
respect  thereof and any and all legal and other costs,  reasonable  expenses or
disbursements  in giving  testimony  or  furnishing  documents  in response to a
subpoena or otherwise),  including,  without limitation, the costs, expenses and
disbursements as and when incurred, of investigating, preparing or defending any
such action,  suit,  proceeding or  investigation  (whether or not in connection
with  litigation  in which  the  party  requesting  indemnification  is a party)
(collectively,  "Losses"), directly or indirectly, caused by, relating to, based
upon,  arising  out of or in  connection  with  litigation  in which  the  party
requesting   indemnification   in   connection   with  (i)  the  breach  of  any
representation,  warranty,  agreement or covenant set forth in this Agreement or
any Transaction  Document  (provided,  however,  that claims that are based on a
breach  of the  Company's  representations  and  warranties  may be made only if
notice of such breach is given by the Indemnified  Parties to the Company during
the period of validity of such  representations and warranties,  as set forth in
Section 4), or (ii) any order made or any inquiry,  investigation  or proceeding
commenced or threatened by any governmental or securities  regulatory  authority
against an Indemnified  Party in connection with the  transactions  contemplated
hereby.  The Company shall not have any obligation to indemnify any  Indemnified
Party to the extent that the losses  suffered or claims made by the  Indemnified
Party  results from the breach of that party's  representations,  warranties  or
agreements  in  this  Agreement  or  the  other  Transaction  Documents  or  the
Indemnified Party's gross negligence or willful misconduct.

              (b)  Disagreements.  If there  occurs a  disagreement  between any
Indemnified  Party and the Company as to the  application of this Section 7, the
matter  shall be the  subject  of  dispute  resolution  in the manner set out in
Section 10(n).

              (c)  Basket  Amount.  Notwithstanding  anything  to  the  contrary
herein,  each of the  Indemnified  Parties shall be entitled to  indemnification
hereunder only to the extent that the aggregate amount of  indemnifiable  claims
made  by  the   Indemnified   Parties  exceeds  (i)  US$100,000  in  one  single
indemnifiable claim or (ii) if several  indemnifiable  claims, when added to the
Losses suffered by all Indemnified Parties by reason of several different events
as to  which an  indemnity  pursuant  to  Section  7(a) has not been  satisfied,
exceeds US$250,000; provided, however, that in the event the aggregate amount of
indemnifiable  claims  made by the  Indemnified  Parties  exceed  US$100,000  or
US$250,000,  as the case may be, then the Indemnified  Parties shall be entitled
to be  indemnified  for all such  indemnifiable  claims  from the  first  dollar
thereof.

              (d)  Indemnification  Procedure.  The  Indemnified  Party  seeking
indemnification  shall  give the  Company  prompt  written  notice of any claim,
assertion,  event or proceeding  concerning  any liability or damage as to which
the Indemnified Parties may request  indemnification from the Company hereunder;
provided,  however,  that any  failure  by any  Indemnified  Party to notify the
Company shall not relieve the Company from its  obligations  hereunder,  or from
any other  obligation or liability that the Company may have to the  Indemnified
Parties other than under this Section 7. Upon written notice to the  Indemnified
Parties  given by the  Company  after  receipt  of notice of any such  action or
proceeding,  the Company may assume the defense  thereof at its own expense with
counsel  chosen by the  Company;  provided,  however,  counsel  retained  by the
Company  shall be  subject to the prior  approval  of the  Indemnified  Parties.
Notwithstanding the foregoing,  with respect to any action, suit,  proceeding or
investigation  to which any Indemnified  Party is also a party,  the Indemnified
Parties may assume the  defense  thereof  with  counsel  chosen by them,  at the
expense of the  Company.  In the  circumstances  referred to in the  immediately
preceding sentence,  if the Indemnified Parties do not assume such defense,  the
Company shall not, without the prior written consent of the Indemnified Parties,
settle or compromise  any claim,  or permit a default or consent to the entry of
any judgment in respect thereof,  unless such settlement,  compromise or consent
includes,  as an unconditional  term thereof,  the giving by the claimant to the
Indemnified  Parties, of an unconditional  release from all liability in respect
of such claim. If the  Indemnified  Parties assume the defense of any such claim
or  proceeding  pursuant  to this  Section  and  propose to settle such claim or
proceeding  prior  to such a final  judgment  thereon  or to forgo  appeal  with
respect  thereto,  then the  Indemnified  Parties shall give the Company  prompt
written notice thereof and the Company, as the case may be, shall have the right
to  participate  in the  settlement  or  assume  the  defense  of such  claim or
proceeding  and no such claim or  proceeding  shall be  settled  or  compromised
without the approval of the Company,  which approval  shall not be  unreasonably
withheld.

              (e) Adjustment to the Purchase  Price.  Any payments made pursuant
to this  Section  shall be treated for all tax  purposes as  adjustments  to the
purchase price. No Party or any of its affiliates shall take a position on a tax
return or in any proceeding  with any tax authority  contrary to such treatment,
unless otherwise required by Applicable Law.

         8. Termination.

              (a)  Termination  of  Agreement.  The Parties may  terminate  this
Agreement as provided below:

                   (i)  The  Parties  may  terminate  this  Agreement  as to all
Parties by mutual written consent;

                   (ii) Any Investor may terminate  this  Agreement as to itself
if,

                        (A) prior to the Closing,

                             (1) the Company or any other  Investor has breached
any of its representations, warranties, or covenants contained in this Agreement
in any material respect,

                             (2) such Investor has notified the Company and each
other Investor of the breach prior to the Closing, and

                             (3) the breach  has  continued  without  cure for a
period of two Business Days after the notice of breach, or

                        (B) if the Closing  shall not have occurred on or before
September  12, 2001 (unless the failure  results  primarily  from such  Investor
breaching  any   representation,   warranty,   or  covenant  contained  in  this
Agreement).

                   (iii) The Company may terminate  this Agreement as to a given
Investor if

                        (A) prior to Closing.

                             (1)  such   Investor   has   breached  any  of  its
representations,  warranties,  or covenants  contained in this  Agreement in any
material respect,

                             (2) the Company has  notified  the  Investor of the
breach, and

                             (3) the breach  has  continued  without  cure for a
period of two Business Days after the notice of breach, or

                        (B) if the Closing  shall not have occurred on or before
September 12, 2001 (unless the failure results primarily from the Company itself
breaching  any   representation,   warranty,   or  covenant  contained  in  this
Agreement).

              (b) Effect of Termination.  If any Party terminates this Agreement
pursuant  to  Section  8(a)  above,  all  rights  and  obligations  of the Party
hereunder shall terminate without any liability of any Party to any other Party,
except for any liability of the terminating  Party resulting from a breach by it
that occurs prior to the  termination.  A termination  as to a given Investor as
contemplated  in clause (ii) or clause  (iii) of Section 8(a) shall not have the
effect of  removing  such  Investor's  performance  from  among  the  conditions
precedent to any other Party's obligation hereunder as set out in Section 6, and
each of the other  Parties  shall be obligated  to proceed  with its  respective
transactions  contemplated  hereunder  only if and when all of the conditions to
their obligations set out in Section 6 are either fully performed,  or expressly
waived by such Party.

              (c)  Specific  Performance.  Nothing  in this  Agreement  shall be
interpreted  to  preclude  any  Party's  right  to  seek  and  obtain   specific
performance of the terms of this Agreement or any equitable remedy.

         9. Removal of Legend.  The Company agrees to remove,  at the request of
an  Investor,  any legend  placed on the  Investor's  certificate  covering  any
securities issued pursuant to this Agreement or any of the Transaction Documents
in order to comply with the requirements of U.S. Securities Laws at such time as
the legend is no longer required thereby.

         10. Miscellaneous.

              (a) Press Releases and Public Announcements.  No Party shall issue
any press release or make any public announcement relating to the subject matter
of this  Agreement  without  the prior  written  approval  of each other  Party;
provided,  however, that any Party may make any public disclosure it believes in
good faith is required  by  Applicable  Law or any listing or trading  agreement
concerning its  publicly-traded  securities (in which case the disclosing  Party
will advise the other  Parties and afford such Parties a reasonable  opportunity
under the circumstances to comment prior to making the disclosure).

              (b) No Third Party Beneficiaries.  This Agreement shall not confer
any rights or remedies  upon any person or entity other than the Parties,  their
related  Indemnified  Parties  and their  respective  successors  and  permitted
assigns.

              (c)  Entire  Agreement.   This  Agreement  and  other  Transaction
Documents  (including  the documents  referred to herein)  constitute the entire
agreement among the Parties and supersedes any prior understandings, agreements,
or  representations  by or  among  the  Parties,  written  or  oral  (including,
specifically,  any  letter of intent or  letter  or  understanding  between  the
Parties), to the extent they relate in any way to the subject matter hereof.

              (d) Succession  and  Assignment.  This Agreement  shall be binding
upon and inure to the benefit of the Parties and their respective successors and
permitted  assigns.  No Party may assign  either  this  Agreement  or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other Parties,  except to a Person to whom a transfer of Company Shares (
as such term is defined in the Amended and Restated  Shareholders  Agreement) is
made to a Related  Party (as such term is defined in the  Amended  and  Restated
Shareholders Agreement) or otherwise free of the restrictions of the Amended and
Restated Shareholders Agreement.

              (e)  Counterparts.  This  Agreement may be executed in one or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together  will  constitute  one and the same  instrument.  For  purposes of this
Agreement,  the  delivery of a  counterpart  signature by  telephonic  facsimile
transmission  shall be deemed the  equivalent  of the  delivery  of an  original
counterpart signature.

              (f) Headings. The section headings contained in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

              (g) Notices.  All notices,  requests,  demands,  claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly  given  when  actually
received, whether personally delivered,  transmitted by fax or sent by reputable
air  courier  (such as Federal  Express or DHL) and  addressed  to the  intended
recipient as set forth below:

                  If to the Company:
                  -----------------

                  Convergence Communications, Inc.
                  c/o Troy D'Ambrosio
                  102 West 500 South, Suite 320
                  Salt Lake City, Utah 84101
                  Attention:     Senior Vice President
                                 Administration & Legal
                  Fax:  (801) 532-6060

                  Copy to:
                  -------

                  Parsons Behle & Latimer
                  201 South Main Street, Suite 1800
                  Salt Lake City, Utah  84111
                  Attention:  Scott R. Carpenter, Esq.
                  Fax:  (801) 536-6111

                  If to Priu:
                  ----------

                  Norberto Priu
                  Florida 234, Piso 4
                  C1005AAF- Buenos Aires
                  Argentina
                  Fax:  54-11-4328-1493

                  Copy to:
                  -------

                  Bazan-Cambre & Orts
                  Florida 234, Piso 4
                  C1005AAF - Buenos Aires
                  Argentina
                  Attention:  Mario Orts, Esq.
                  Fax:  54-11-4325-3564

                  If to AES:
                  ---------

                  AES Telecom Americas, Inc.
                  c/o AES Corporation
                  1001 North 19th Street
                  Arlington, VA 22209
                  Attn:  Jeffrey Safford
                  Fax:  703-528-4510

                  Copy to:
                  -------

                  Arnold & Porter
                  555 Twelfth Street, N.W.
                  Washington, DC 20004-1206
                  Attention:  Mark Stumpf
                  Fax:  (202) 942-5999

              Any Party may send any notice,  request,  demand,  claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, messenger service, telecopy,
telex, ordinary mail, or electronic mail), but no such notice, request,  demand,
claim, or other communication shall be deemed to have been duly given unless and
until it actually is received by the  intended  recipient.  Any Party may change
the  address  to  which   notices,   requests,   demands,   claims,   and  other
communications  hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.

              (h)  Governing  Law.  This  Agreement  shall  be  governed  by and
construed in accordance with the domestic laws of the state of New York,  United
States of  America,  without  giving  effect to any  choice or  conflict  of law
provision  or rule  (whether  of the state of Nevada or any other  jurisdiction)
that would cause the application of the laws of any jurisdiction  other than the
state of New York.

              (i)  Amendments  and  Waivers.  This  Agreement  may  be  amended,
extended or modified by a writing  signed by the Investors  and the Company.  No
waiver shall be deemed to have been made unless in writing, nor shall any waiver
by any  Party of any  default,  misrepresentation,  or  breach  of  warranty  or
covenant hereunder, whether intentional or not, be deemed to extend to any prior
or  subsequent  default,  misrepresentation,  or breach of  warranty or covenant
hereunder  or affect  in any way any  rights  arising  by virtue of any prior or
subsequent such occurrence.

              (j) Severability.  Any term or provision of this Agreement that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

              (k)  Expenses.  Each of the  Parties  will  bear its own costs and
expenses  (including  legal fees and expenses)  incurred in connection with this
Agreement and the transactions contemplated hereby.

              (l)  Construction.  The Parties have  participated  jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any Party by virtue of the authorship of any of
the provisions of this Agreement.  The Parties intend that each  representation,
warranty, and covenant contained herein shall have independent significance.  If
any Party has  breached  any  representation,  warranty,  or covenant  contained
herein  in any  respect,  the fact that  there  exists  another  representation,
warranty,  or covenant  relating to the same subject  matter  (regardless of the
relative  levels of  specificity)  which the  Party has not  breached  shall not
detract  from or  mitigate  the fact  that the  Party is in  breach of the first
representation, warranty, or covenant.

              (m)  Incorporation of Attachments and Exhibits.  The Schedules and
Exhibits  identified in this Agreement are incorporated  herein by reference and
made a part hereof.

              (n) Disputes.

                   (i) The  provisions  of this Section  10(n) shall be the sole
and  exclusive  method  for  resolving  disputes  between  the  Parties or their
respective  successors  or permitted  assigns  arising  under or relating to the
transactions  contemplated by this Agreement or any other Transaction Documents.
In the  event  there  is a  dispute  under  this  Agreement  or any  Transaction
Documents,  the Parties  shall meet with one another and  diligently  attempt to
resolve their  disagreements.  If they are unable to do so, then upon request of
any Party to the dispute,  they will conciliate the dispute,  utilizing a single
conciliator  pursuant to the ICC Rules of Optional  Conciliation in a proceeding
to take place in New York,  New York,  and carried out in the English  language.
If, after 60 calendar days, the  conciliation is not successful,  then any Party
to the dispute may bring  arbitration to resolve the dispute as  contemplated in
this Section 10(n).

                   (ii) Assuming  negotiations  and mediation are  unsuccessful,
any Party to the dispute may submit the  disagreement to binding  arbitration by
making a written demand for  arbitration.  The arbitration  shall occur before a
panel of three  arbitrators  in New York, New York, and shall be governed by the
Rules of Arbitration of the International Chamber of Commerce including,  in the
event of more than two  Parties to the  dispute,  Article 10 of such  rules.  To
assure predictability,  the arbitrators shall be persons selected by the Parties
with experience in  telecommunication  issues and commercial  transactions.  The
arbitrators  shall  base  their  decision  on the terms and  conditions  of this
Agreement  (and shall not vary the same),  New York  statutory law, and judicial
precedent, and will include in the award findings of fact and conclusions of law
upon  which  the  award is  based.  Subject  to the  limitations  set out in the
Indemnity clause above, the arbitrators may grant such legal or equitable relief
as they deem to be appropriate,  including money damages,  specific  performance
and  injunctive  relief.  Except as required by law,  each of the parties to the
dispute shall treat the existence and results of the dispute as confidential and
shall disclose the same only to his or its legal and financial advisors.

                   (iii)   Questions  of  whether  the  dispute  is  subject  to
arbitration shall also be decided by the panel of arbitrators.

                   (iv)  Any  Party  may  request  and  obtain  from a court  of
competent  jurisdiction  provisional or ancillary remedies for relief such as an
injunction or the  appointment of a receiver,  but the institution of a judicial
proceeding  will not affect the  binding  obligation  of the Parties to submit a
dispute to arbitration. Judgment upon an arbitration award may be entered in any
court having jurisdiction.  Subject to the award of the arbitrators,  each Party
shall pay an equal share of the arbitrators'  fees, except the arbitrators shall
have the power to award  all  expenses  (including  attorney's  fees,  costs and
expert witness fees) to the prevailing  Party, as determined by the arbitrators.
All matters relative to the arbitration,  including the result thereof, shall be
maintained as confidential by all Parties to this Agreement,  except as required
to obtain judgment upon an arbitration award or otherwise as required by law.

         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement as
of the date first above written.

                                          CONVERGENCE COMMUNICATIONS, INC.


                                          By:    /s/ Troy D'Ambrosio
                                                 -------------------------
                                          Its:   Senior Vice President



                                          /s/ Norberto Priu
                                          NORBERTO PRIU


                                          AES Telecom Americas, Inc.


                                          By:    /s/ Jeffery Safford
                                          Its:   Attorney-in-Fact



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