REVOLVING CREDIT AGREEMENT

                            Dated as of April 8, 2002

                                      Among

                        Convergence Communications, Inc.,

                         Latin American Broadband, Inc.

                                       And

                                Internexus S.C.A.


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         THIS  CREDIT   AGREEMENT,   dated  as  of  April  8,2002  (the  "Credit
Agreement"),  is among Convergence  Communications,  Inc., a Nevada  corporation
("CCI"), Latin American Broadband,  Inc., a Nevada corporation ("Company"),  and
Internexus, S.C.A., a Uruguayan entity ("Lender").

         WHEREAS, Company is a wholly-owned subsidiary of CCI;

         WHEREAS,  Company  desires  to  borrow  from  Lender,  on the terms and
conditions  set forth  herein,  up to $4.0  million in order to provide  working
capital for the Company;

         WHEREAS, as a condition to the Lender advancing funds hereunder, Lender
has required each of the  shareholders  who have the right under the Amended and
Restated CCI Shareholders Agreement, dated September 11, 2001 (the "Shareholders
Agreement") to nominate directors of CCI (the "CCI Shareholders") to execute the
Pledge Agreement,  dated as of April 9,2002,  among the CCI Shareholders and the
Lender in the form attached as Exhibit A (the "Pledge Agreement");

         WHEREAS,  the CCI  Shareholders  have  agreed  to  execute  the  Pledge
Agreement  as security  for the  obligations  of the  Company  under this Credit
Agreement; and

         WHEREAS,  in consideration of the foregoing,  the Lender is willing, on
the  terms  and  conditions  set  forth in this  Credit  Agreement,  to make the
Advances (as defined below) to the Company.

         NOW, THEREFORE,  in consideration of the mutual agreements set forth in
this Agreement and the Pledge Agreement, and subject to the terms and conditions
hereof and thereof, the parties to this Credit Agreement agree as follows:

         1.  Advances of Principal.  On the terms and subject to the  conditions
set forth in this Credit  Agreement,  Lender  will make  advances to the Company
("Advances") as set forth below, in a principal  amount  outstanding at any time
not to exceed Four Million Dollars  ($4,000,000) (the "Committed Amount") On the
Closing Date, subject to the satisfaction of the conditions set forth in Section
9.8,  the Lender  shall make an Advance to the  Company of Two  Million  Dollars
($2,000,000)  (the "Initial  Advance").  Subject to the terms and  conditions of
this  Credit  Agreement,  Lender  shall make an  Advance  of the  balance of the
Committed Amount, Two Million Dollars  ($2,000,000),  to the Company thirty (30)
days after the date hereof (the "Second Advance").  Subject to the terms of this
Credit  Agreement  after the date of the Second  Advance  and  through the tenth
business day preceding the Scheduled Maturity Date, the Company may from time to
time  prepay and  reborrow  Advances  up to the  Committed  Amount  ("Subsequent
Advances").  Lender  shall  maintain  an  account  or  accounts  evidencing  the
indebtedness  of the Company  resulting  from each Advance  owing to Lender from
time to time,  including the amounts of principal and interest  payable and paid
to Lender  from time to time  hereunder.  The  entries  made in such  account or
accounts  shall be  conclusive  and binding for all  purposes,  absent  manifest
error.

         2. Maturity Date.  Unless otherwise  extended by the Lender as provided
in this Article 2, the  principal  amount  hereof and interest  thereon shall be
payable in full on the earliest to occur of the following (the "Maturity Date"):
(i) July 9, 2002 (the "Scheduled  Maturity  Date"),  (ii) a change of control of
either of the Company or CCI (a "Control  Transaction"),  (iii) the liquidation,
winding  up or  dissolution  of  the  Company  or  CCI  or  the  sale  of all or
substantially  all of the assets of either of the Company or CCI (a "Liquidation
Transaction"),  or (iv) the issuance of equity  securities in a transaction  the
terms of which are  negotiated by a bona fide third party investor who is not an
existing  CCI  Shareholder  or an  affiliate  of any  such  entity  (an  "Equity
Transaction").  As used in this Credit  Agreement,  the term "change of control"
shall mean the  approval by CCI's or the  Company's  board of  directors  (or if
approval  of the  shareholders  of CCI or the Company is required as a matter of
law, the approval of CCI or the Company's shareholders) of (1) any consolidation
or merger of CCI or the Company in which CCI or the Company, as appropriate,  is
not the  continuing or surviving  corporation or pursuant to which shares of the
common  stock of CCI or the Company,  as  appropriate,  would be converted  into
cash, securities or other property, other than a merger of CCI or the Company in
which the holders of common stock of CCI or the Company immediately prior to the
merger have the same  proportionate  ownership of common stock of the  surviving
corporation  immediately after the merger, or (2) any person or entity (or group
of  affiliated  persons or  entities)  shall,  as a result of tender or exchange
offer, open market purchases,  privately-negotiated  purchases, issuances by CCI
or  otherwise,  becomes the  beneficial  owner (within the meaning of Rule 13d-3
under the Securities  Exchange Act of 1934, as amended),  directly or indirectly
of the then-outstanding  securities of CCI or the Company representing more than
fifty percent (50%) of the combined voting power of the then-outstanding  voting
securities of CCI or the Company.  On the Maturity  Date,  the Lender shall have
the option to renew this  Credit  Agreement  upon the same terms and  conditions
(including  with respect to interest)  for up to two  additional  sixty (60) day
periods.

         3.  Interest.  Interest on the unpaid  principal  amount  hereof  shall
accrue at the rates detailed below:

                   (a) from the date of any advance  hereunder  and with respect
to such advance and until the Maturity Date (as extended pursuant to Article 2),
at a rate of  twenty-five  percent  (25%) per annum,  computed on the basis of a
365-day year; and

                   (b)  upon  the  occurrence  and  continuance  of an  Event of
Default  until the  principal  amount of the Credit  Agreement  and the interest
thereon are paid in full, at a rate of thirty percent (30%) per annum,  computed
on the basis of a 365-day year.

         4. Payment.

              4.1 Optional Prepayment.  The Company may prepay all, or less than
all, of the amounts  advanced under this Credit  Agreement at any time upon five
(5) days' prior written notice to the Lender.  All payments received shall first
be applied to accrued and unpaid  interest and then to principal.  All principal
amounts prepaid may be reborrowed in accordance with Article 2.

              4.2 Payment of Amounts.  The principal amounts advanced under this
Credit Agreement,  and the interest thereon, shall be paid in lawful currency of
the United States of America, in immediately  available funds to such account at
such  bank or other  place  outside  of the  United  States  as the  Lender  may
designate on the Maturity Date (as defined in Article 2).

              4.3  Taxes.  From  and  after  the  date the  Company  receives  a
Certificate of Foreign Status of the Lender (and any replacement certificate for
any assignee of a Lender), all amounts advanced under this Credit Agreement will
be paid free and clear of,  and  without  deduction  for on or  account  of, any
present or future taxes, duties,  levies, imposts or other changes or deductions
of any kind,  nature or description  whatsoever  imposed by the United States of
America or any political  subdivision  or taxing  authority  thereof,  including
those which may be required or permitted  to be deducted or withheld  therefrom.
If, in order to make any payment under this Credit Agreement,  the Company shall
be required by any law to make any such deduction or withholding therefrom or to
make any tax payment with respect thereto under the laws of the United States of
America,  then the Company  will  forthwith  pay to the Lender  such  additional
amount as will  result in the  receipt  by the Lender of the full  amount  which
would otherwise have been received by Lender under this Credit  Agreement had no
such deduction or withholding been made or no such tax been paid.

         5. Liquidation and Control Transaction  Payment.  Except as provided in
the next sentence,  at the Maturity Date, the Company shall pay to the Lender an
amount  equal to the  greater of (A) the  amounts  then  outstanding  hereunder,
together with interest  thereon,  or (B) an amount equal to two hundred  percent
(200%) of the  Committed  Amount.  The amount due on the Maturity  Date shall be
calculated  pursuant to clause (A) of the  preceding  sentence in the event that
the Company or CCI enters into a definitive agreement for a Control Transaction,
Liquidation  Transaction  or  Equity  Transaction  on or  before  the  Scheduled
Maturity Date and any of such transactions closes before September 30, 2002, or,
if pursuant to Article  4.1,  the Company  pays all  then-outstanding  Advances,
together  with  interest  thereon  as  provided  in  Article 3, on or before the
Scheduled   Maturity  Date  pursuant  to  other  than  a  Control   Transaction,
Liquidation  Transaction or Equity Transaction.  If the Company has not paid all
advances  (together with interest  thereon) on or before the Scheduled  Maturity
Date but the Company or CCI enters  into a  definitive  agreement  for a Control
Transaction,  Liquidation  Transaction  or Equity  Transaction  on or before the
Scheduled  Maturity  Date,  the Maturity Date of this  Agreement for purposes of
calculating  the  payment  under this  Article 5 pursuant to clause (A) shall be
deemed  the  date  of the  closing  of  the  Control  Transactions,  Liquidation
Transaction or Equity  Transaction,  as long as that transaction closes no later
than September 30, 2002.

         6.  Representations.  To induce Lender to enter into this Agreement and
to make the advances provided for herein,  each of CCI and the Company,  jointly
and severally, represents and warrants to the Lender as of the date hereof that:

              6.1   Financial   Condition.   The  unaudited   consolidated   and
consolidating  financial  statements of CCI as of February 28, 2002, prepared by
the CCI, copies of which have been furnished to Lender, are complete and correct
and present fairly the financial  condition and results of operations of CCI and
the  Subsidiaries  as of such  dates and for such  periods.  All such  financial
statements,  including  the  related  schedules  and  notes  thereto,  have been
prepared in accordance  with GAAP applied  consistently  throughout  the periods
involved  (except for normal year and audit  adjustments  consistent  with prior
practice). Neither CCI nor the Company has any contingent liability or liability
for taxes, or any long-term  lease or unusual  forward or long-term  commitment,
including,  without  limitation,  any interest rate or foreign  currency swap or
exchange  transaction,  which is not reflected in the foregoing statements or in
the notes thereto.

              6.2 No Change.  Since  February  28,  2002 (a) except as set forth
below, there has been no material adverse change in the condition  (financial or
otherwise),  properties, assets, liabilities,  business, operations or prospects
of the  Company  or CCI,  as the  case  may be,  and (b) no  dividends  or other
distributions  have been  declared,  paid or made upon the capital  stock of the
Company  or CCI,  or  upon  any  warrants  or  options  to  purchase  any of the
foregoing, nor has any of the capital stock of the Company or CCI been redeemed,
retired,  purchased or  otherwise  acquired for value by the Company or CCI, and
there has been no sale,  transfer or other  disposition by the Company or CCI of
any material part of either of their businesses or properties and no purchase or
other  acquisition  of any business or property  (including any capital stock of
any other person or entity).  Since  February 28, 2002, the Company and CCI have
accrued  additional  payables  outside of the normal course of payment  practice
(including with respect to Telefonos de Mexico), have failed to pay payments due
under certain long-term  obligations to Cahabon  Holdings,  Inc., Jorge Figuereo
Cruz and Transworld  Telecommunications,  Inc., and have failed to pay severance
payments to certain former employees.

              6.3 Organization. Each of the Company and CCI (a) is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Nevada, and (b) has all requisite corporate power and authority to own,
lease  and  operate  its  properties,  to carry  on its  business  as  presently
conducted and as proposed to be conducted,  and to execute,  deliver and perform
this Credit Agreement and the documents to be delivered  pursuant to this Credit
Agreement.

              6.4 Authorization;  Binding Effect. The execution,  delivery,  and
performance by the Company and CCI of this Credit Agreement and the documents to
be delivered  pursuant to this Credit Agreement have been duly authorized by all
requisite  corporate  action by the Company and CCI,  respectively.  This Credit
Agreement  and the documents to be delivered  pursuant to this Credit  Agreement
have  been  duly  executed  and  delivered  by each of the  Company  and CCI and
constitute each of the Company's and CCI's legal, valid and binding obligations,
enforceable in accordance with their  respective  terms,  subject to bankruptcy,
insolvency and other similar laws affecting the enforcement of creditors' rights
in general,  and general principles of equity.  Neither the Company nor CCI need
give any notice to, make any filing with, or obtain any  authorization,  consent
or approval of any  government or government  agency in order to consummate  the
transactions contemplated by this Credit Agreement.

              6.5  Noncontravention.  Neither the  execution  and the deliver of
this Credit  Agreement,  nor the consummation of the  transactions  contemplated
hereby,  will  (A)  violate  any  constitution,   statute,   regulation,   rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any
government,  governmental agency, or court to which either of the Company or CCI
is  subject  or any  provision  of  its  Amended  and  Restated  Certificate  of
Incorporation,  as amended,  or Bylaws, or (B) 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,  any agreement,
contract,  lease, license,  instrument,  or other arrangement to which either of
the Company or CCI is a party or by which  either the Company or CCI is bound or
to which any of their respective assets is subject.

              6.6   Continuation  of  Service.   Telefonos  de  Mexico  has  not
terminated or suspended the Company's service in Mexico.

         7. Covenants.

              7.1  Affirmative  Covenants.  From and after the date  hereof  and
until the date of  payment of the  Advances  under this  Credit  Agreement,  the
Company and CCI shall  comply with and perform each of the  following  covenants
and agreements:

                   7.1.1  Financial  Reporting.  The Company will furnish to the
Lender copies of the following financial statements, reports and information:

                   (a) a copy of CCI's  consolidated  annual  report  (including
audited balance sheets,  statements of operations,  statements of  stockholders'
equity and statements of cash flow) for all entities for which CCI  consolidates
results of operations for financial  reporting  purposes,  including the Company
(the  "Subsidiaries")  for such fiscal year,  prepared in  accordance  with GAAP
consistent with the preceding  year,  certified by Deloitte & Touche LLP or such
other independent public  accountants as shall be approved by the Lender,  which
approval  shall  not be  unreasonably  withheld.  During  such  period as CCI 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 Lender at such time as CCI files with the
Securities  and Exchange  Commission  its annual  report on Form 10-K or 10-KSB.
During such period as CCI 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 Lender
as soon as available; and

                   (b) such other  information  with  respect  to the  financial
condition  and  operations  of  CCI  and  the  Subsidiaries  as the  Lender  may
reasonably request.

                   7.1.2  Payment  of Taxes  and  Claims.  CCI will duly pay and
discharge,  or  cause  to be paid or  discharged,  as the  same  become  due and
payable,  all taxes,  assessments and governmental and other charges,  levies or
claims levied or imposed,  which are, or which if unpaid might become, a lien or
charge upon the  properties,  assets,  earnings or business of CCI or any of its
Subsidiaries;  provided,  however,  that nothing contained in this Section 7.1.2
shall require CCI to pay and discharge, or cause to be paid and discharged,  any
such tax, assessment, charge, levy or claim so long as CCI or one or more of the
Subsidiaries,  as appropriate  in good faith shall contest the validity  thereof
and  shall  set  aside on its or their  books  adequate  reserves  with  respect
thereto.  In the event CCI fails to satisfy its  obligations  under this Section
7.1.2,  the Lender may, but is not obligated  to,  satisfy such  obligations  in
whole or in part and any payments  made and expenses  incurred in doing so shall
constitute additional indebtedness to the Lender and shall be paid or reimbursed
by the Company as additional advances hereunder.

                   7.1.3 Maintenance of Corporate Existence and Properties.

                   (a) The Company will, and will cause CCI and each  Subsidiary
to,  at all  times  do or cause to be done all  things  necessary  to  maintain,
preserve  and renew its  corporate  charter  and its  rights,  and comply in all
material  respects with all related laws applicable to CCI, the Company and such
Subsidiary;  provided,  however,  that nothing contained in this paragraph shall
(i) require CCI or such Subsidiary to maintain,  preserve or renew any right not
material in the conduct of the business of CCI or such Subsidiary,  (ii) prevent
the  termination of the corporate  existence of any  Subsidiary  (other than the
Company) if, in the  reasonable  opinion of the Board of Directors of CCI,  such
termination  is not  disadvantageous  to the Lender or (iii) require CCI or such
Subsidiary  to  comply  with any law so long as the  validity  or  applicability
thereof shall be contested in good faith by appropriate proceedings.

                   (b) The  Company  will as soon as  practicable  give  written
notice  to  the  Lender  of  any   litigation,   arbitration   or   governmental
investigation  or proceeding  which has been  instituted or, to the knowledge of
the Company,  is threatened  against CCI or any of the  Subsidiaries,  or any of
their respective properties,  which (i) involves or is likely to involve a claim
or claims for  damages,  penalties or awards in excess of $25,000 in the case of
claims for which the entity in question is not  adequately  insured or in excess
of $50,000 in the case of claims for which the entity in question is  adequately
insured; or (ii) if determined  adversely to CCI or such Subsidiary would have a
material adverse effect thereon.

                   (c) CCI will  provide or cause to be provided  for itself and
its  Subsidiaries  insurance  against  loss or damage  of the kinds  customarily
insured against by corporations similarly situated,  with reputable insurers, in
such amounts,  with such  deductibles  and by such methods as shall be adequate,
and in no event  involving  material  differences  from the insurance  currently
generally maintained.

                   (d) CCI and the Subsidiaries  will keep true books of records
and accounts in which full and correct entries in all material  respects will be
made of all its business  transactions and the business  transactions of CCI and
its  Subsidiaries,  and will  reflect  in their  financial  statements  adequate
accruals and appropriations to reserves, all in accordance with GAAP (subject to
customary and reasonable year-end adjustments).

                   (e) CCI will,  and will  cause  each of its  Subsidiaries  to
comply with all applicable statutes, rules, regulations, orders and restrictions
relating to federal,  state and local laws and of any  governmental  department,
commission, board, regulatory authority, bureau, agency and instrumentality with
respect thereto,  and of any court,  arbitrator or other body with  jurisdiction
and authority,  in respect of the conduct of the respective  businesses  thereof
and the ownership of their respective  properties,  except those, the violations
of which would not have a material adverse effect thereon and except such as are
being contested in good faith.

                   7.1.4  Notice of Event of  Default.  In addition to any other
reporting  requirements  set forth  herein,  the Company shall have an immediate
obligation  to report to the Lender the  occurrence  of any Event of Default (as
defined  herein) or any event  which with the giving of notice or the passage of
time, or both, would constitute any such Event of Default.

                   7.1.5 Periodic Reporting and Ancillary Actions.

                   (a) CCI shall take such actions as shall be  consistent  with
an  intent  to sell or  otherwise  dispose  of all or  substantially  all of its
business  and  operations  (whether  by asset  sale,  merger,  stock sale or any
combination  thereof) in one or more transactions (a "Sale"), and shall promptly
engage an investment  banker or financial advisor  reasonably  acceptable to the
Lender for that purpose and, once engaged,  shall actively assist that banker or
advisor in the process of effecting a Sale.

                   (b) The Company's  representatives  shall meet (in person, by
telephone  or by other  communications  method  acceptable  to Lender)  with the
Lender's  representatives  on a weekly  basis to (i)  review  the  prior  week's
efforts  with respect to the Sale,  and (ii) advise the Lender of the  Company's
cash position and its ability to pay its short-term obligations.

                   (c) The Company shall provide to Lender, prior to any advance
under this  Credit  Agreement,  a use of  proceeds  summary,  in form and detail
reasonably acceptable to Lender, for such advance.

                   (d) The Company  shall  notify the Lender of the  adoption by
the board of  directors  of CCI or any  Subsidiary,  resolutions  relating  to a
voluntary filing or petition for bankruptcy protection in any jurisdiction.

              7.2 Negative  Covenants.  From and after the date hereof and until
the Maturity  Date (as the same may be extended  pursuant to Article 2) or until
such later time as the Credit Agreement is paid in full,  without the consent of
the Lender, CCI shall not, and will cause each of its Subsidiaries to not:

                   7.2.1 Restrictions on Acquisitions. Subject to Section 7.2.2,
acquire, by asset or stock purchase, merger or otherwise, the assets or stock of
any other corporation, partnership or any other entity.

                   7.2.2 Additional  Indebtedness.  Create,  incur or assume any
indebtedness for borrowed money ("Borrowed  Money") after the date hereof except
for  Borrowed  Money  evidenced  by this  Credit  Agreement  or  pursuant to the
Settlement Agreement.

                   7.2.3  Liens and  encumbrances.  Cause or  permit  any of its
assets or properties,  whether owned or hereafter acquired, to be subject to any
liens or  encumbrances  except in the ordinary course of business of CCI or such
Subsidiary,  as the  case  may  be,  or  pursuant  to the  terms  of the  Senior
Indebtedness.

                   7.2.4 Guarantees. Become liable as a guarantor, or otherwise,
except for guarantees provided as obligations of a wholly-owned Subsidiary.

                   7.2.5   Restrictions   on   Dividends,    Distributions   and
Investments.

                   (a)   Declare  or  pay  any   dividend   or  make  any  other
distributions  on any shares of the Company's  capital stock (except as required
by law); or

                   (b) Issue,  deliver,  sell,  redeem,  purchase  or  otherwise
acquire  any  shares of CCI's  capital  stock or any  warrants,  rights or other
options  to  purchase  such  capital  stock  other  than  pursuant  to an Equity
Transaction;  provided, however, that CCI shall be permitted to issue stock upon
any the exercise of options or warrants outstanding as of the date hereof.

                   7.2.6 Additional Prohibited Transactions.

                   (a) Amend its certificate of incorporation or bylaws;

                   (b) Make any material change in the nature of the business of
CCI as it is currently being conducted;

                   (c)  File  for  receivership,   dissolution,  liquidation  or
bankruptcy;

                   (d) Enter into, assume or become bound by any agreement to do
any of the foregoing or otherwise attempt to do any of the foregoing.

         8. Default.

              8.1 Events of Default. An "Event of Default" shall exist if any of
the following occurs and is continuing as to the Company:

                   (a) Default  shall be made by the Company on a payment of the
advanced  amounts or  interest  under this  Credit  Agreement,  when and as such
principal amount and interest,  as the case may be, shall become due and payable
by acceleration or otherwise; or

                   (b) Default shall be made in the performance or observance of
any  covenant,  condition,  undertaking  or  agreement  contained in this Credit
Agreement, the Pledge Agreement and Settlement Agreement which default shall not
have been cured after five (5) days notice of such default; or

                   (c) Any of the  Company's  or CCI's  representations,  as set
forth at Article 6, shall be false; or

                   (d) CCI or the  Company  shall  (i) file a  petition  seeking
relief under the United States  Bankruptcy Code, as now constituted or hereafter
amended  from  time to time,  or file an answer  consenting  to,  admitting  the
material  allegations  of or  otherwise  not  controverting,  or fail  timely to
controvert, a petition filed against CCI or the Company seeking relief under the
United States Bankruptcy Code, as now constituted or hereafter amended from time
to time or (ii) file a  petition  or answer  with  respect  to relief  under the
provisions of any other now-existing or future applicable bankruptcy, insolvency
or other  similar law of the United  States or any state thereof or of any other
country or province  thereof or jurisdiction  providing for the  reorganization,
winding-up  or  liquidation  of  corporations  or an  arrangement,  composition,
extension or adjustment with creditors; or

                   (e) (i) An order for relief  shall be entered  against CCI or
the Company  under the United States  Bankruptcy  Code,  as now  constituted  or
hereafter  amended  from time to time,  which  order is not stayed  and  remains
unstayed  for a period of 30 days,  or (ii) the entry of an order,  judgment  or
decree by  operation of law or by a court  having  jurisdiction  in the premises
which is not stayed and remains  unstayed for a period of 30 days (A)  adjudging
CCI or the Company  bankrupt or insolvent  under, or ordering relief against CCI
or the Company  under,  or approving a  properly-filed  petition  seeking relief
against CCI or the Company  under the  provisions of any other  now-existing  or
future  applicable  bankruptcy,  insolvency  or other  similar law of the United
States or any state  thereof  or of any other  country  or  province  thereof or
jurisdiction  providing for the  reorganization,  winding-up or  liquidation  of
corporations  or any  arrangement,  composition,  extension or  adjustment  with
creditors,  (B)  appointing  a  receiver,  supervisor,   liquidator,   assignee,
sequestrator,  trustee or custodian of CCI or the Company or of any  substantial
portion  of  the  property  of  CCI  or  the   Company,   or  (C)  ordering  the
reorganization,  winding-up or liquidation of the affairs of CCI or the Company;
or

                   (f) CCI or the  Company  shall (i) make a general  assignment
for the benefit of  creditors,  (ii)  consent to the  appointment  of, or taking
possession  of all or a  substantial  part of the property of CCI or the Company
by, a  receiver,  supervisor,  liquidator,  assignee,  sequestrator,  trustee or
custodian of CCI or the Company,  (iii) admit its insolvency or inability to pay
its debts  generally  as such debts become due,  (iv) fail  generally to pay its
debts as such debts  become due or (v) take any action  (including  such actions
taken by CCI's  directors  or a majority of CCI's  shareholders)  regarding  the
dissolution or liquidation of the Company, or

                   (g) CCI shall fail to approve any proposed  Sale  approved in
writing by Lender.

              8.2  Remedies.  In case any one or more of the  Events of  Default
specified  in Section 8.1 hereof  shall have  occurred  and be  continuing,  the
Lender shall be entitled to exercise and enforce all of the rights of a creditor
under the laws of the  Commonwealth  of  Virginia  and to  enforce  this  Credit
Agreement or its rights  under the Pledge  Agreement  in  accordance  with their
respective terms and such law.

         9. Miscellaneous.

              9.1 Law. THIS CREDIT  AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF VIRGINIA.

              9.2  Binding  Effect.  All terms  and  agreements  in this  Credit
Agreement by the Lender (by virtue of its acceptance) and the Company shall bind
its successors and assigns.

              9.3 Maximum  Lawful Rate.  It is the intent of the Company and the
Lender to conform to and contract in strict compliance with applicable usury law
from  time  to time  in  effect.  In no way,  nor in any  event  or  contingency
(including  but not  limited  to  prepayment,  default,  demand  for  payment or
acceleration  of the  maturity  of any  obligation),  shall the rate of interest
taken, reserved, contracted for, charged or received under this Credit Agreement
exceed the highest lawful interest rate permitted  under  applicable law. If the
Lender shall ever receive  anything of value which is  characterized as interest
under  applicable  law and which would apart from this provision be in excess of
the highest lawful interest rate permitted under applicable law, an amount equal
to the amount which would have been excessive  interest shall,  without penalty,
be  applied  to the  reduction  of the  principal  amount  owing on this  Credit
Agreement  in the  inverse  order  of its  maturity  and not to the  payment  of
interest, or refunded to Company or the other payor thereof if and to the extent
such amount which would have been excessive exceeds such unpaid  principal.  All
interest paid or agreed to be paid to the Lender shall, to the extent  permitted
by applicable law, be amortized,  prorated,  allocated and spread throughout the
full stated term  (including any renewal or extension) of this Credit  Agreement
so that the amount of interest on account of such obligation does not exceed the
maximum  permitted  by  applicable  law.  As  used  in this  Section,  the  term
"applicable  law" shall mean the laws of the  Commonwealth  of  Virginia  or the
federal laws of the United States, whichever laws allow the greater interest, as
such laws now exist or may be  changed  or  amended  or come into  effect in the
future.

              9.4  Severability.  In case any provision of this Credit Agreement
shall  be  invalid,  illegal  or  unenforceable,   the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

              9.5 Business  Days. As used herein,  the term "Business Day" shall
mean  each  weekday  which is not a day on  which  banking  institutions  in the
Commonwealth of Virginia or the State of Utah are authorized or obligated by law
or executive order to close.

              9.6 Waivers.  Any term,  covenant,  agreement or condition of this
Credit Agreement may, with the written consent of the Company and the Lender, be
amended  or  compliance  therewith  may  be  waived  (either  generally  or in a
particular instance and either retroactively or prospectively) altered, modified
or amended.

              9.7 Notices.  All notices required or permitted hereunder shall be
made to the address for the party in question set forth on the  signature  lines
below. All notices  deposited in United States mail,  postage prepaid,  shall be
deemed delivered on the third (3rd) business day following deposit;  all notices
hand  delivered  or  delivered  by  facsimile  shall be  deemed  delivered  when
confirmation of such delivery is received by the sending party.

              9.8 Conditions to the Initial Advance. The Company understands and
agrees that Lender's  obligation  to make the Initial  Advance is subject to the
following conditions:

                   (a) the Pledge  Agreement shall have been executed by each of
the CCI  Stockholders  and the Lender or its  designee  shall have  received the
certificates representing the shares pledged pursuant to that Agreement or shall
have received reasonable assurances that said certificates shall be delivered to
Lender or its designee promptly.

                   (b) the delivery by CCI, and  acceptance by  Telematica  EDC,
C.A., of a $7 million  promissory note due in March 2015 in the form attached as
Exhibit B, and the termination of the guaranty  documents executed in connection
with the delivery of the replaced promissory notes,

                   (c) the Lender shall have received confirmation  satisfactory
to it that  Telefonos de Mexico has not  terminated or suspended  service to the
Company's Mexican Subsidiary,

                   (d) the settlement agreement between FondElec Group, Inc. and
CCI in the form  attached as Exhibit C shall have been  executed,  delivered and
accepted (the "Settlement Agreement"), and

                   (e) with respect to the Company and CCI: (i) a good  standing
certificate  from the Secretary of State of Nevada,  as of a recent date, (ii) a
true and correct copy of the Certificate of Incorporation,  as amended,  and the
Bylaws of the Company and CCI; and (iii) a true and correct copy of  resolutions
adopted by their  respective  Boards of Directors  authorizing the  transaction,
certified by each of their corporate secretaries.

              9.9 Conditions to the Second Advance and Each Subsequent  Advance.
The Company  understands and agrees that Lender's  obligation to make the Second
Advance and each Subsequent Advance is subject to the following conditions:

                   (a) there shall not have  occurred and be continuing an Event
of Default,

                   (b) the representations and warranties of the Company and CCI
contained in Article 6 shall remain true and correct,

                   (c) the  Company  and CCI  shall  be in  compliance  with the
covenants contained in Article 7,

                   (d) the Committed Amount shall not be fully borrowed, and

                   (e) the Scheduled Maturity Date shall not have occurred.

              9.10  Attorneys  Fees.  The Company  shall pay, from advances made
hereunder,  the legal  expenses of the  Company  and the Lender  relating to the
negotiation and drafting of this Credit Agreement and the documents, instruments
and  agreements  ancillary  hereto,  as well as the Lender's  transaction  costs
(including wire transfer fees and recording  costs) relating to the consummation
of the transactions contemplated hereby.

         IN WITNESS  WHEREOF,  the Company,  CCI and the Lender have caused this
Credit  Agreement to be executed by their  respective  officers  thereunto  duly
authorized this ____ day of April, 2002.

                                      LATIN AMERICAN BROADBAND, INC.


                                      By:
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                                      Its:
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                                      Address:
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                                      INTERNEXUS S.C.A.


                                      By:
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                                      Its:
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                                      Address:
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                                      CONVERGENCE COMMUNICATIONS, INC.


                                      By:
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                                      Its:
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                                      Address:
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