CERTIFICATE ESTABLISHING AND DESIGNATING
              THE RIGHTS, PREFERENCE AND RESTRICTIONS OF SHARES OF
                     SERIES C CONVERTIBLE PREFERRED STOCK OF
                        CONVERGENCE COMMUNICATIONS, INC.

         We, TROY D'AMBROSIO, Vice President, and ANTHONY SANSONE, Secretary, of
Convergence  Communications,  Inc. (the "Corporation"),  a corporation organized
and  existing  under the  General  Corporation  Laws of the State of Nevada,  in
accordance with the provisions of ss. 78.195 of the Nevada Revised Statutes,  DO
HEREBY CERTIFY:

         That, in accordance with the authority expressly vested in the Board of
Directors of the Corporation, the Board of Directors, at a meeting duly held and
convened on October 12, 1999,  adopted,  fixed and determined the voting rights,
designations,    preferences,    qualifications,     privileges,    limitations,
restrictions,  options and other  special or relative  rights of a series of the
Corporation's preferred stock ("Preferred Stock"), hereinafter designated as the
"Series C Convertible  Preferred Stock,"  consisting of 14,250,000 shares of the
Corporation's  15,000,000 shares of authorized  Preferred Stock, by adopting the
following resolution:

          RESOLVED, that pursuant to the authority expressly vested in the Board
          of Directors of the  Corporation and pursuant to the provisions of the
          General  Corporation  Law,  the Board of  Directors  hereby  fixes and
          determines  the relative  voting  rights,  designations,  preferences,
          qualifications,   privileges,  limitations,   restrictions  and  other
          special  or  relative  rights of the  Series C  Convertible  Preferred
          Stock,  which shall consist of 14,250,000  shares of the Corporation's
          preferred stock (the "Series C Preferred Stock"), as follows:

1.   Voting  Rights.  Each share of Series C Preferred  Stock shall  entitle the
     holder  thereof  the right to cast one vote on every  matter  duly  brought
     before the  holders  of shares of common  stock,  $.001 par  value,  of the
     Corporation  ("Common  Stock").  Except as  otherwise  provided by law, the
     holders of Series C  Preferred  Stock,  the  holders of Series B  Preferred
     Stock and the holders of Common  Stock shall vote  together as one class on
     all matters submitted to a vote of shareholders of the Corporation.

2.   Retired  Shares.  Any  Series C  Preferred  Stock  purchased  or  otherwise
     acquired by the Corporation in any manner  whatsoever  (including by reason
     of the  conversion  of such Series C Preferred  Stock into shares of Common
     Stock)  shall be  retired  and  canceled  promptly  after  the  acquisition
     thereof. All such shares shall, upon their cancellation,  become authorized
     but unissued preferred stock and may be reissued as part of a new series of
     Preferred  Stock to be created by resolution or resolutions of the Board of
     Directors.

3.   Liquidation, Dissolution or Winding Up.

     (a)  Upon a Liquidation Event (as hereinafter defined),  the holders of the
          shares of Series C  Preferred  Stock  shall be  entitled,  before  any
          distribution  or payment  is made upon any  Common  Stock or any other
          class or series of stock  ranking  junior  to the  Series C  Preferred
          Stock as to  distribution  of assets upon  liquidation,  to be paid an
          amount  equal to the greater of (A) the sum of (i) $7.50 per share (as
          adjusted for  Reclassification  Events (as  hereinafter  defined)) and
          (ii) all accrued and unpaid  dividends to such date and (B) the amount
          which would be received if all shares of Series C Preferred  Stock had
          been  converted  to  Common  Stock  prior  to such  Liquidation  Event
          (collectively,  the  "Liquidation  Payments").  A "Liquidation  Event"
          means the  liquidation,  dissolution or winding up of the Corporation,
          whether  voluntary or involuntary.  If upon any Liquidation  Event the
          remaining assets of the Corporation  available for distribution to its
          stockholders  shall be  insufficient  to pay the  holders of shares of
          Series C  Preferred  Stock  the full  amount  to which  they  shall be
          entitled,  the holders of shares of Series C  Preferred  Stock and any
          class or series of stock ranking upon a Liquidation  Event on a parity
          with  the  Series  C  Preferred  Stock  shall  share  ratably  in  the
          distribution  of  the  entire   remaining  assets  and  funds  of  the
          Corporation  legally  available for  distribution in proportion to the
          respective amounts which would otherwise be payable in respect of such
          shares held by them upon such  distribution  if all amounts payable on
          or with respect to such shares were paid in full.

     (b)  Upon any  Liquidation  Event,  after the holders of Series C Preferred
          Stock  shall  have been  paid in full the  Liquidation  Payments,  the
          remaining  assets of the  Corporation  may be distributed  ratably per
          share in order of  preference  to the holders of Common  Stock and any
          other  class  or  series  of  stock  ranking  junior  to the  Series C
          Preferred Stock as to distribution of assets upon liquidation.

     (c)  Written  notice of a Liquidation  Event,  stating a payment date,  the
          amount  of  the   Liquidation   Payments  and  the  place  where  said
          Liquidation Payments shall be payable, shall be given by mail, postage
          prepaid,  not less than  thirty  (30) days prior to the  payment  date
          stated  therein,  to each holder of record of Series C Preferred Stock
          at his post office address as shown by the records of the Corporation.

4.   Redemption. The Series C Preferred Stock shall not be redeemable.

5.   Conversion.  The  holders of the Series C  Preferred  Stock  shall have the
     following conversion rights:

     (a)  Mandatory Conversion.  Each share of Series C Preferred Stock shall be
          converted  automatically  into fully paid and nonassessable  shares of
          Common Stock at the  "conversion  rate" (as defined in  paragraph  (c)
          below) in effect immediately preceding the occurrence of either of the
          following events:

          (i)  all of the holders of the outstanding  Series C Preferred  Stock,
               acting  together,  transfer  their equity  securities  (including
               their Series C Preferred Stock and any options, warrants or other
               rights  they  may  hold  to  acquire  the  Corporation's   equity
               securities) for cash  consideration  or for securities of another
               entity that are registered and are freely tradable  pursuant to a
               registration  statement filed with and declared  effective by the
               Securities  and Exchange  Commission  under the Securities Act of
               1933,  as amended (the "Act"),  and where the class of securities
               so registered  are listed or admitted for trading on the New York
               Stock  Exchange,  the  American  Stock  Exchange or the  National
               Association  of Securities  Dealers  Automated  Quotation  System
               National Market (each a "Recognized Exchange"); or

          (ii) the   effective   date  of  a   registration   statement  for  an
               underwritten  registered  public  offering  of the  Corporation's
               securities  under  the Act,  pursuant  to which  the class of the
               shares so  registered  is approved  for  listing on a  Recognized
               Exchange, the Corporation receives net proceeds from the offering
               of not less than $75  million,  and the  offering is managed by a
               lead underwriter of international  standing (a "Qualified  Public
               Offering").

     (b)  Optional  Conversion.  Each share of Series C Preferred Stock shall be
          convertible  at any  time,  at the  option  of the  holder  of  record
          thereof,  into fully paid and nonassessable  shares of Common Stock at
          the  conversion  rate then in effect  upon  notice of  conversion  and
          surrender to the  Corporation or its transfer agent of the certificate
          or  certificates  representing  the  Series  C  Preferred  Stock to be
          converted,   as  provided   below,  or  if  the  holder  notifies  the
          Corporation   or  its  transfer   agent  that  such   certificate   or
          certificates have been lost,  stolen or destroyed,  upon the execution
          and  delivery  of an  agreement  satisfactory  to the  Corporation  to
          indemnify the Corporation from any losses incurred by it in connection
          therewith.

     (c)  Basis For Conversion;  Converted Shares.  The basis for any conversion
          under this Section 5 shall be the  "conversion  rate" in effect at the
          time of conversion (for mandatory  conversions under the provisions of
          (a)  above),  or at the time of notice  and  surrender  (for  optional
          conversions under the provisions of (b) above), which for the purposes
          hereof  shall mean the number of shares of Common  Stock  issuable for
          each share of Series C  Preferred  Stock  surrendered  for  conversion
          under this Section 5 based on the conversion price then in effect. The
          conversion price shall be $7.50 per share of Common Stock, as adjusted
          pursuant hereto, and the conversion rate shall be $7.50 divided by the
          conversion price then in effect. If any fractional interest in a share
          of Common  Stock  would be  deliverable  upon  conversion  of Series C
          Preferred Stock, the Corporation  shall pay in lieu of such fractional
          share an amount in cash equal to the conversion price in effect at the
          close  of  business  on the  date  of  conversion  multiplied  by such
          fractional  share  (computed to the nearest one hundredth of a share).
          Any shares of Series C Preferred Stock which have been converted shall
          be canceled  and any  dividends  on  converted  shares  shall cease to
          accrue, and the certificates representing shares of Series C Preferred
          Stock so converted  shall represent only the right to receive (i) such
          number of shares of Common  Stock into  which such  shares of Series C
          Preferred  Stock  are  convertible,  plus (ii)  cash  payable  for any
          fractional share plus (iii) any accrued but unpaid dividends  relating
          to such shares  through the  immediately  preceding  dividend  payment
          date.  Upon the  conversion  of shares of Series C Preferred  Stock as
          provided in this  Section 5, the  Corporation  shall  promptly pay all
          then  accrued  but  unpaid  dividends  to the  holder of the  Series C
          Preferred  Stock  being  converted.  The  Board  of  Directors  of the
          Corporation  shall  at  all  times  reserve  a  sufficient  number  of
          authorized  but  unissued  shares  of  Common  Stock to be  issued  in
          satisfaction of the conversion rights and privileges aforesaid.

     (d)  Mechanics of Conversion. In the case of any mandatory conversion,  the
          Series C Preferred  Stock  shall  automatically,  and without  further
          action by the holder thereof, convert into shares of Common Stock and,
          upon  surrender of the  certificate  or  certificates  therefor at the
          office of the  Corporation  or its  transfer  agent  for the  Series C
          Preferred  Stock,  the  Corporation  shall,  as  soon  as  practicable
          thereafter,  issue and deliver to such  holder,  or to the nominees or
          nominee of such holder,  a certificate or certificates  for the number
          of shares of Common  Stock to which such  holder  shall be entitled as
          aforesaid. In the case of an optional conversion, before any holder of
          Series C  Preferred  Stock  shall be entitled to convert the same into
          shares  of  Common  Stock,  it  shall  surrender  the  certificate  or
          certificates therefor, duly endorsed, at the office of the Corporation
          or its  transfer  agent for the Series C Preferred  Stock,  shall give
          written notice to the  Corporation of the election to convert the same
          and shall state therein the name or names in which the  certificate or
          certificates for shares of Common Stock are to be issued and, upon the
          Corporation's  receipt of such  certificates,  election to convert and
          information  regarding  the names in which the shares of Common  Stock
          are to be issued,  such  shares of Series C  Preferred  Stock shall be
          deemed  converted.  The  Corporation  shall,  as soon  as  practicable
          thereafter,  issue and  deliver to such  holder of Series C  Preferred
          Stock, or to the nominee or nominees of such holder,  a certificate or
          certificates  for the  number of shares of Common  Stock to which such
          holder shall be entitled as aforesaid.  A certificate or  certificates
          will be issued for the remaining shares of Series C Preferred Stock in
          any case in which  fewer than all of the shares of Series C  Preferred
          Stock represented by a certificate are converted.  Upon any conversion
          of Series C Preferred Stock into Common Stock, all declared but unpaid
          cash dividends on the converted Series C Preferred Stock shall be paid
          in cash.

     (e)  Issue  Taxes.  The  Corporation  shall  pay all issue  taxes,  if any,
          incurred  in  respect  of the  issue  of  shares  of  Common  Stock on
          conversion. If a holder of shares surrendered for conversion specifies
          that the shares of Common Stock to be issued on  conversion  are to be
          issued in a name or names  other  than the name or names in which such
          surrendered shares stand, the Corporation shall not be required to pay
          any transfer or other taxes incurred by reason of the issuance of such
          shares of Common Stock to the name of another,  and if the appropriate
          transfer  taxes  shall not have been  paid to the  Corporation  or the
          transfer  agent  for the  Series  C  Preferred  Stock  at the  time of
          surrender  of the shares  involved,  the shares of Common Stock issued
          upon  conversion  thereof  may be  registered  in the name or names in
          which the surrendered shares were registered, despite the instructions
          to the contrary.

6.   Adjustment of Conversion  Price and Conversion  Rate. The conversion  price
     and the conversion rate shall be subject to adjustment from time to time in
     accordance with the following provisions:

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

          (i)  The term  "Additional  Shares of  Common  Stock"  shall  mean all
               shares  of  Common  Stock  issued,  or deemed to be issued by the
               Corporation  pursuant to  paragraph  (g) of this Section 6, after
               the Original Issue Date, as defined below, except:

               (A)  shares of  Common  Stock  issuable  upon  conversion  of, or
                    distributions  with respect to, the Series B Preferred Stock
                    or Series C Preferred  Stock now or hereafter  issued by the
                    Corporation,  or  pursuant  to the terms of any  options  or
                    warrants to acquire Common Stock or Series C Preferred Stock
                    to  be  delivered  in  connection  with  the   Corporation's
                    anticipated  sale of shares of its Series C Preferred Stock,
                    an option to acquire additional shares of Series C Preferred
                    Stock and warrants to purchase  shares of Common Stock under
                    the terms of that certain proposed  Participation  Agreement
                    among the Corporation and certain accredited  investors (the
                    "Participation Agreement"); and

               (B)  shares of Common  Stock  issuable  upon the  exercise of any
                    options or warrants  outstanding or approved by the Board of
                    Directors prior to the Original Issue Date; and

               (C)  the grant of options  either  prior to or after the Original
                    Issue Date to officers,  directors,  employees and agents to
                    purchase up to an  aggregate  of 10% of the shares of Common
                    Stock outstanding, as determined on the basis of the assumed
                    exercise  of all  outstanding  warrants  and options and the
                    conversion of all Preferred  Stock of the  Corporation  into
                    Common Stock.

                    (ii) The  term  "Convertible   Securities"  shall  mean  any
                         evidence of  indebtedness,  shares (other than Series C
                         Preferred Stock) or other  securities  convertible into
                         or exchangeable for Common Stock.

                    (iii)The term "Fair  Market  Price"  shall mean with respect
                         to a share  of  Common  Stock,  (a) if the  shares  are
                         listed  or  admitted  for  trading  on  any  Recognized
                         Exchange,  the last reported sales price as reported on
                         such  exchange  or  market;  (b) if the  shares are not
                         listed  or  admitted  for  trading  on  any  Recognized
                         Exchange,  the average of the last reported closing bid
                         and  asked  quotation  for the  shares as  reported  on
                         NASDAQ or a similar  service if NASDAQ is not reporting
                         such  information;  (c) if the shares are not listed or
                         admitted  for  trading  on  any   national   securities
                         exchange or included in The Nasdaq  National  Market or
                         Nasdaq SmallCap Market or quoted by NASDAQ or a similar
                         service, the average of the last reported bid and asked
                         quotation for the shares as quoted by a market maker in
                         the shares (or if there is more than one market  maker,
                         the bid and asked  quotation shall be obtained from two
                         market  makers  and the  average  of the lowest bid and
                         highest  asked  quotation).   In  the  absence  of  any
                         available  public  quotations for the Common Stock, the
                         Board of Directors of the  Corporation  shall determine
                         in good faith the fair value of the Common Stock, which
                         determination  shall be set forth in a  certificate  by
                         the Secretary of the  Corporation,  and such fair value
                         shall be deemed the Fair Market Price.

                    (iv) The  term  "Options"  shall  mean  rights,  options  or
                         warrants  to  subscribe  for,   purchase  or  otherwise
                         acquire Common Stock or Convertible Securities.

                    (v)  The  term   "Original   Issue   Date"  shall  mean  the
                         Subsequent Closing Date, as that term is defined in the
                         Participation   Agreement  or,  if  the   Participation
                         Agreement is not executed by the parties  thereto or is
                         executed  by the  parties  thereto  but  no  Subsequent
                         Closing  (as  defined in the  Participation  Agreement)
                         takes  place,  the date of the initial  issuance of any
                         Series C Preferred Stock.

     (b)  Reorganization,  Reclassification.  In the event of a  reorganization,
          share exchange or reclassification  (other than a change in par value,
          or from par value to no par value,  or from no par value to par value,
          or a transaction described in subsection (c) or (d) below), each share
          of Series C Preferred Stock shall,  after such  reorganization,  share
          exchange  or   reclassification  (a   "Reclassification   Event"),  be
          convertible  at the option of the  holder  into the kind and number of
          shares  of  stock  or  other  securities  or  other  property  of  the
          Corporation  which the holder of Series C  Preferred  Stock would have
          been  entitled  to receive  if the  holder  had held the Common  Stock
          issuable  upon  conversion  of such share of Series C Preferred  Stock
          immediately   prior  to  such   reorganization,   share   exchange  or
          reclassification.

     (c)  Consolidation,  Merger.  In the event of a merger or  consolidation to
          which the  Corporation  is a party and pursuant to which the rights of
          preferences of the holders of the Series C Preferred Stock are reduced
          or such parties'  ownership  interests in the Corporation  relative to
          one another are changed, each share of Series C Preferred Stock shall,
          after such merger or  consolidation,  be  converted  into the kind and
          number of  shares  of stock  and/or  other  securities,  cash or other
          property  which the holder of such share of Series C  Preferred  Stock
          would have been  entitled to receive if the holder had held the Common
          Stock  issuable  upon  conversion  of such share of Series C Preferred
          Stock immediately prior to such consolidation or merger.

     (d)  Subdivision or Combination of Shares.  In case  outstanding  shares of
          Common  Stock  shall be  subdivided,  the  conversion  price  shall be
          proportionately  reduced as of the effective date of such subdivision,
          or as of the date a record is taken of the holders of Common Stock for
          the  purpose  of  so  subdividing,   whichever  is  earlier.  In  case
          outstanding  shares of Common Stock shall be combined,  the conversion
          price shall be  proportionately  increased as of the effective date of
          such  combination,  or as of the date a record is taken of the holders
          of Common Stock for the purpose of so combining, whichever is earlier.

     (e)  Stock  Dividends.  In case  shares  of Common  Stock  are  issued as a
          dividend or other  distribution  on the Common Stock (or such dividend
          is declared),  then the conversion price shall be adjusted,  as of the
          date a record is taken of the holders of Common  Stock for the purpose
          of receiving such dividend or other distribution (or if no such record
          is taken, as of the earliest of the date of such declaration,  payment
          or other  distribution),  to that price  determined by multiplying the
          conversion  price in  effect  immediately  prior to such  declaration,
          payment or other distribution by a fraction (i) the numerator of which
          shall be the number of shares of Common Stock outstanding  immediately
          prior  to the  declaration  or  payment  of  such  dividend  or  other
          distribution,  and (ii) the  denominator  of which  shall be the total
          number of shares of Common  Stock  outstanding  immediately  after the
          declaration or payment of such dividend or other distribution.  In the
          event that the  Corporation  shall  declare or pay any dividend on the
          Common  Stock  payable  in any right to  acquire  Common  Stock for no
          consideration,  then the  Corporation  shall be  deemed to have made a
          dividend  payable in Common  Stock in an amount of shares equal to the
          maximum  number of shares  issuable  upon  exercise  of such rights to
          acquire Common Stock.

     (f)  Issuance of  Additional  Shares of Common  Stock.  If the  Corporation
          shall  issue  any  Additional   Shares  of  Common  Stock   (including
          Additional  Shares of Common Stock to be issued  pursuant to paragraph
          (g) below)  after the  Original  Issue Date (other than as provided in
          the foregoing  subsections (b) through (e)), for no  consideration  or
          for a  consideration  per share less than the  greater of (i) the Fair
          Market  Price in effect on the date of and  immediately  prior to such
          issue  or (ii)  the  conversion  price  in  effect  on the date of and
          immediately  prior to such issue (such  applicable  consideration  per
          share  being  the  "Applicable  Price"),   then  in  such  event,  the
          conversion price shall be reduced,  concurrently with such issue, to a
          price equal to the prior  conversion  price multiplied by the quotient
          obtained by dividing  (A) an amount  equal to (x) the total  number of
          shares of Common Stock outstanding  immediately prior to such issuance
          or sale multiplied by the conversion price in effect immediately prior
          to such issuance or sale, plus (y) the number of Additional  Shares of
          Common Stock deemed issued for the aggregate consideration received or
          deemed to be received by the  Corporation  upon such  issuance or sale
          based on the  Applicable  Price,  by (B) the total number of shares of
          Common Stock outstanding immediately after such issuance or sale.

     For purposes of the formulas  expressed  in  paragraph  6(e) and 6(f),  all
shares of Common  Stock  issuable  upon the exercise of  outstanding  Options or
issuable  upon the  conversion  of the Series C Preferred  Stock or  outstanding
Convertible   Securities  (including  Convertible  Securities  issued  upon  the
exercise of outstanding  Options),  shall be deemed outstanding shares of Common
Stock both immediately before and after such issuance or sale.

     (g)  Deemed Issue of Additional  Shares of Common  Stock.  In the event the
          Corporation  at any time or from time to time after the Original Issue
          Date shall issue any Options or Convertible  Securities or shall fix a
          record  date  for  the  determination  of  holders  of  any  class  of
          securities  then  entitled to receive any such Options or  Convertible
          Securities,  then the  maximum  number of shares  (as set forth in the
          instrument relating thereto without regard to any provisions contained
          therein designed to protect against dilution) of Common Stock issuable
          upon the  exercise  of such  Options,  or, in the case of  Convertible
          Securities  and Options  therefor,  the conversion or exchange of such
          Convertible  Securities,  shall be deemed to be  Additional  Shares of
          Common  Stock  issued  as of the  time of such  issue  of  Options  or
          Convertible  Securities or, in case such a record date shall have been
          fixed,  as of the  close  of  business  on such  record  date  for the
          consideration determined pursuant to paragraph 6(h)(ii), provided that
          in any such case in which Additional Shares of Common Stock are deemed
          to be issued:

          (i)  no further adjustments in the conversion price shall be made upon
               the  subsequent  issue of  Convertible  Securities  or  shares of
               Common  Stock upon the  exercise of such  Options or the issue of
               Common Stock upon the conversion or exchange of such  Convertible
               Securities;

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

          (iii)upon  the  expiration  of  any  such  Options  or any  rights  of
               conversion or exchange under such  Convertible  Securities  which
               shall not have been exercised, the conversion price computed upon
               the original issue of such Options or Convertible  Securities (or
               upon the occurrence of a record date with respect  thereto),  and
               any  subsequent  adjustments  based  thereon,  shall,  upon  such
               expiration, be recomputed as if:

               (A)  in the case of Options or Convertible  Securities,  the only
                    Additional  Shares of Common Stock issued were the shares of
                    Common Stock,  if any,  actually issued upon the exercise of
                    such  Options  or  the   conversion   or  exchange  of  such
                    Convertible   Securities  and  the  consideration   received
                    therefor  was the  consideration  actually  received  by the
                    Corporation  (x) for the issue of all such Options,  whether
                    or not exercised,  plus the consideration  actually received
                    by the  Corporation  upon exercise of the Options or (y) for
                    the  issue of all such  Convertible  Securities  which  were
                    actually   converted  or  exchanged   plus  the   additional
                    consideration,  if any, actually received by the Corporation
                    upon  the   conversion   or  exchange  of  the   Convertible
                    Securities; and

               (B)  in the case of Options for Convertible Securities,  only the
                    Convertible  Securities,  if any,  actually  issued upon the
                    exercise  thereof  were  issued at the time of issue of such
                    Options,  and the consideration  received by the Corporation
                    for the  Additional  Shares of Common  Stock  deemed to have
                    been then issued was the consideration  actually received by
                    the Corporation  for the issue of all such Options,  whether
                    or not exercised, plus the consideration deemed to have been
                    received   by  the   Corporation   upon  the  issue  of  the
                    Convertible  Securities  with  respect to which such Options
                    were actually exercised.

          (iv) No readjustment pursuant to clause (ii) or (iii) above shall have
               the effect of increasing the conversion  price to an amount which
               exceeds  the lower of (x) the  conversion  price on the  original
               adjustment  date or (y) the  conversion  price that resulted from
               any issuance or deemed  issuance of  Additional  Shares of Common
               Stock between the original  adjustment date and such readjustment
               date.

          (v)  In the case of any Options  which  expire by their terms not more
               than 30 days after the date of issue  thereof,  no  adjustment of
               the  conversion  price  shall be made  until  the  expiration  or
               exercise of all such Options,  whereupon such adjustment shall be
               made in the same manner provided in clause (iii) above.

     (h)  Determination  of  Consideration.  For purposes of this Section 6, the
          consideration  received  by  the  Corporation  for  the  issue  of any
          Additional Shares of Common Stock shall be computed as follows:

          (i) Cash and Property. Such consideration shall:

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

               (B)  insofar as it  consists  of  property  other  than cash,  be
                    computed at the fair value thereof at the time of the issue,
                    as  determined  by the vote of 66-2/3% of the  Corporation's
                    Board of Directors or if the Board of Directors cannot reach
                    such agreement, by a qualified independent public accounting
                    firm,  other than the  accounting  firm then  engaged as the
                    Corporation's  independent  auditors,  agreed  upon  by  the
                    Corporation  on the one hand and the  holders  of 66-2/3% of
                    the  outstanding  shares of Series C Preferred  Stock on the
                    other hand.

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

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

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

     (i)  Other  Provisions  Applicable  to Adjustment  Under this Section.  The
          following   provisions  will  be  applicable  to  the  adjustments  in
          conversion price and conversion rate as provided in this Section 6:

               (i)  Treasury Shares. The number of shares of Common Stock at any
                    time  outstanding  shall not include any shares thereof then
                    directly or  indirectly  owned or held by or for the account
                    of the  Corporation  or any shares or securities  subject to
                    purchase or acquisition by the  Corporation  pursuant to any
                    executory contract of purchase.

               (ii) Other Action Affecting Common Stock. In case the Corporation
                    shall take any action  affecting the  outstanding  number of
                    shares of Common Stock other than an action described in any
                    of the foregoing subsections 6(b) to 6(g) hereof, inclusive,
                    which  would have an  inequitable  effect on the  holders of
                    Series C  Preferred  Stock,  the  conversion  price shall be
                    adjusted  in such  manner  and at such  time as the Board of
                    Directors   of  the   Corporation   on  the  advice  of  the
                    Corporation's  independent  public  accountants  may in good
                    faith determine to be equitable in the circumstances.

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

               (iv) Certain  Adjustments.  The  conversion  price  shall  not be
                    adjusted  upward except in the case of a combination  of the
                    outstanding  shares of Common Stock into a smaller number of
                    shares of Common Stock, or in the event of a readjustment of
                    the conversion price pursuant to Section 6(g)(ii) or (iii).

     (j)  Notices of  Adjustments.  Whenever the conversion  rate and conversion
          price is adjusted as herein  provided,  an officer of the  Corporation
          shall compute the adjusted  conversion  rate and  conversion  price in
          accordance  with the foregoing  provisions and shall prepare a written
          certificate setting forth such adjusted conversion rate and conversion
          price and  showing in detail the facts upon which such  adjustment  is
          based, and such written  instrument shall promptly be delivered to the
          record holders of the Series C Preferred Stock.

7.   Ranking.  The Series C Preferred Stock shall rank prior to the Common Stock
     and all other  classes  or series of the  Preferred  Stock  other  than the
     Series B Preferred Stock authorized by the Corporation's Board of Directors
     and established  pursuant to a filing with the Nevada  Secretary of State's
     office on August 18, 1997.

8.   Fractional Shares. Series C Preferred Stock may be issued in fractions of a
     share  which  shall  entitle the holder,  in  proportion  of such  holder's
     fractional   shares,   to  exercise  voting  rights,   receive   dividends,
     participate in distributions and to have the benefit of all other rights of
     the holders of Series C Preferred Stock.

9.   Dividends and Distributions.  The holders of Series C Preferred Stock shall
     be entitled to receive cash  dividends and other  distributions  of cash or
     property  when,  as and if declared by the Board of Directors  out of funds
     legally  available  for  such  purposes.  If at any  time  the  Corporation
     declares any such  dividend or other  distribution  on its Common Stock and
     there are shares of its Series C Preferred  Stock  issued and  outstanding,
     then a dividend or other  distribution shall also be declared on the Series
     C  Preferred  Stock,  payable  at the same  time and on the same  terms and
     conditions,  entitling  each holder of Series C Preferred  Stock to receive
     the  dividend or  distribution  such holder  would have  received  had such
     holder  converted  the Series C  Preferred  Stock as of the record date for
     determining stockholders entitled to receive such dividend or distribution.

10.  Information  Rights.  From and after the date hereof until such time as the
     Series C Preferred  Stock has been  converted  into shares of Common Stock,
     the Corporation  will furnish to holders of Series C Preferred Stock copies
     of the following financial statements, reports and information:

     (a)  a copy of the  Corporation's  consolidated  annual  report  (including
          audited  balance  sheets,  statements  of  operations,  statements  of
          stockholders'  equity and statements of cash flow) for the Corporation
          and each subsidiary of the Corporation for such fiscal year,  prepared
          in accordance with generally accepted  accounting  principles ("GAAP")
          consistent  with the preceding  year,  certified by the  Corporation's
          independent public accountants.  During such period as the Corporation
          is subject to the periodic reporting requirements of either Section 13
          or 15(d) of the  Securities  Exchange  Act of 1934,  as amended,  such
          report and financial  statements  shall be delivered to the holders of
          Series C Preferred  Stock at such time as the  Corporation  files with
          the Securities and Exchange  Commission its annual report on Form 10-K
          or 10-KSB  (but in no event  later than 105 days after the end of each
          fiscal year of the Corporation). During such period as the Corporation
          is not  subject  to the  periodic  reporting  requirements  of  either
          Section  13 or  15(d)  of the  Securities  Exchange  Act of  1934,  as
          amended,  such report and financial  statements  shall be delivered to
          the holders of Series C Preferred  Stock as soon as  available  and in
          any event  within 90 days  after  the end of each  fiscal  year of the
          Corporation.

          (b)  a  consolidated  balance  sheet,   statement  of  operations  and
               statement of cash flow for the Corporation and its  subsidiaries,
               as of the end  of,  and  for,  each  such  quarter,  prepared  in
               accordance with GAAP consistently applied (subject to the absence
               of notes and to customary and reasonable  year-end  adjustments),
               certified by the Corporation's  chief financial officer as fairly
               and  accurately  representing  the  financial  condition  of  the
               Corporation  and its  subsidiaries as of the end of, and for, the
               period covered thereby.  During such period as the Corporation is
               subject to the periodic reporting  requirements of either Section
               13 or 15(d) of the  Securities  Exchange Act of 1934, as amended,
               such report and  financial  statements  shall be delivered to the
               holders  of  Series  C  Preferred  Stock  at  such  time  as  the
               Corporation files with the Securities and Exchange Commission its
               quarterly  report on Form 10-Q or 10-QSB  (but in no event  later
               than  60  days  after  the  end of  each  fiscal  quarter  of the
               Corporation. During such period as the Corporation is not subject
               to the periodic  reporting  requirements  of either Section 13 or
               15(d) of the  Securities  Exchange Act of 1934, as amended,  such
               report and financial statements shall be delivered to the holders
               of Series C Preferred Stock as soon as available and in any event
               within  45  days  after  the end of each  fiscal  quarter  of the
               Corporation; and

          (c)  such other  information  with respect to the financial  condition
               and  operations  of the  Corporation  and  its  subsidiaries  and
               affiliates  as the  holders  of  Series  C  Preferred  Stock  may
               reasonably  request  or as the  Corporation  may be  required  to
               provide the holders of the Common Stock under the Nevada  General
               Corporation Laws.

11.  Preemptive Rights.

     (a)  Subsequent Offerings.  Each of the holders of Series C Preferred Stock
          shall have a right to purchase  its pro rata share on a  fully-diluted
          basis of all Equity  Securities that the Corporation may, from time to
          time,  propose to sell and issue after the Original Issue Date,  other
          than the Equity Securities excluded by Section 11(f) hereof. Each such
          holder's  "pro rata share on a  fully-diluted  basis" for  purposes of
          this  Section  shall be  defined  as the  ratio of (A) the  number  of
          outstanding  shares of  Common  Stock  (based on the  shares of Common
          Stock issued or issuable upon conversion of all outstanding  shares of
          Series C  Preferred  Stock  into  shares of  Common  Stock or upon the
          exercise of any  outstanding  options and warrants for the purchase or
          acquisition  of  Series C  Preferred  Stock) of which  such  holder of
          Series C Preferred Stock is deemed to be a holder immediately prior to
          the  issuance of such  Equity  Securities  to (B) the total  number of
          outstanding  shares of Common  Stock  (including  all shares of Common
          Stock issued or issuable  upon  conversion  of  outstanding  shares of
          Preferred  Stock into shares of Common  Stock or upon the  exercise of
          any   outstanding   options  and  warrants  to  acquire  Common  Stock
          immediately  prior to the issuance of the Equity  Securities.  As used
          herein,  "Equity  Security"  shall  mean any  equity  security  of the
          Corporation,  including,  but not  limited to (i) any shares of Common
          Stock or shares of Preferred  Stock,  (ii) any  security  convertible,
          with or without consideration,  into shares of Common Stock, shares of
          Preferred  Stock  or  other  equity   securities  of  the  Corporation
          (including any option to purchase such a convertible security),  (iii)
          any right to subscribe to or purchase  shares of Common Stock,  shares
          of Preferred Stock or other equity security of the Corporation or (iv)
          any security carrying such right.

     (b)  Exercise of Rights.  If the  Corporation  proposes to issue any Equity
          Securities  (the "Offered  Securities"),  it shall give the holders of
          Series C Preferred  Stock written notice of its intention,  describing
          the Equity Securities,  the price thereof and the terms and conditions
          upon  which the  Corporation  proposes  to issue  the same.  Each such
          holder of Series C Preferred Stock shall have the right,  for a period
          of fifteen  (15)  business  days from the receipt of such  notice,  to
          deliver a notice to the Corporation  agreeing to purchase its pro rata
          share on a fully-diluted  basis of the Equity Securities for the price
          and upon the  terms  and  conditions  specified  in the  Corporation's
          notice,  stating  therein  the  quantity of Offered  Securities  to be
          purchased  and its  agreement  to close the  purchase  of such  Equity
          Securities  concurrently  with the  Corporation's  sale of the  Equity
          Securities  to  other  parties.  Notwithstanding  the  foregoing,  the
          Corporation  shall  not be  required  to  offer  or sell  such  Equity
          Securities  to any such holder of Series C  Preferred  Stock who would
          cause the Corporation to be in violation of applicable securities laws
          by virtue of such offer or sale.

     (c)  Issuance of Equity  Securities to Other Person.  Following the fifteen
          (15)  day  notice  period  set  forth in  Section  11(b)  hereof,  the
          Corporation  shall have one hundred  twenty (120) days  thereafter  to
          issue the Equity  Securities in respect of which the holders of Series
          C  Preferred  Stock  rights  were not  exercised,  at a price and upon
          general  terms and  conditions  materially  no more  favorable  to the
          purchasers  thereof than specified in the Corporation's  notice to the
          holders of Series C Preferred  Stock pursuant to Section 11(b) hereof.
          If the  Corporation  has not sold such Equity  Securities  within such
          120-day period set forth in this Section 11(c), the Corporation  shall
          not  thereafter  issue or sell any  Equity  Securities  without  first
          offering such securities to the holders of Series C Preferred Stock in
          the manner provided above.

     (d)  Termination of Preemptive Rights. The preemptive rights established by
          this  Article 11 shall not apply to, and shall  terminate  immediately
          prior to the effective date of the registration  statement  pertaining
          to, a Qualified Public Offering.

     (e)  Transfer of Preemptive Rights. The preemptive rights of the holders of
          Series C Preferred Stock under this Article 11 may not be transferred.

     (f)  Excluded Securities. The preemptive rights established by this Article
          11  shall  have  no  application  to  any  of  the  following   Equity
          Securities:

          (i)  shares of Common Stock (and/or  options or other shares of Common
               Stock  purchase  rights issued  pursuant to such options or other
               rights)  issued  or  to  be  issued  to  employees,  officers  or
               directors of, or consultants  or advisors to, the  Corporation or
               any  subsidiary,  pursuant to stock  purchase or stock  option or
               other plans or other  arrangements that are approved by the Board
               of Directors;

          (ii) any Equity  Securities  issued in connection with the Corporation
               effectuating  or  entering  into:  (1) a  merger,  consolidation,
               amalgamation,   acquisition  or  similar   business   combination
               approved  by the  Board  of  Directors;  or (2) a joint  venture,
               commercial transaction (including, without limitation,  equipment
               lessors or other  persons  guaranteeing  the  obligations  of the
               Corporation   to   equipment   lessors)   or   other   commercial
               relationship approved by the Board of Directors; or

          (iii)any Equity Securities  described in Section 6(a)(i)(A) or Section
               6(a)(i)(B); or

          (iv) shares of Common Stock issued in connection with any stock split,
               stock dividend or recapitalization by the Corporation.

12.  Amendment.   The   rights,   designations,   preferences,   qualifications,
     privileges,  limitations and  restrictions set forth herein may be modified
     or amended by a writing  executed by the  Corporation and the holders of 66
     2/3% of the outstanding Series C Preferred Stock.

                                 * * * *

     IN WITNESS  WHEREOF,  the  undersigned  hereby  certify that the  foregoing
resolution  was duly and  unanimously  adopted by the Board of  Directors of the
Corporation on October 12, 1999, and have caused this Certificate to be executed
this 13th day of October, 1999.

                                              /s/
                                          --------------------------------------
                                          Troy D'Ambrosio, Vice President

                                              /s/
                                          --------------------------------------
                                          Anthony Sansone, Secretary


<PAGE>



STATE OF NEW YORK  )
                   ) ss.:
COUNTY OF NEW YORK )


     The  foregoing  instrument  was  acknowledged  before  me this  13th day of
October,  1999, by Troy D'Ambrosio and Anthony  Sansone,  the Vice President and
Secretary, respectively, of Convergence Communications, Inc.

                                           -------------------------------------
                                           Notary Public

My Commission Expires:                     Residing at:
                                                       -------------------------
----------------------