STOCK PURCHASE AGREEMENT

     STOCK PURCHASE  AGREEMENT (the "Agreement")  dated as of December 24, 1999,
executed by and between  Controladora  S.O.E.,  S.A. de C.V., a Mexican  company
duly  represented  in this  act by Mr.  Ariel  Ramos  Marcin,  (hereinafter  the
"Seller"), and Convergence Communications,  S.A. de C.V., a Mexican company duly
represented  in this act by Mr. Luis Manuel De la Fuente Baca  (hereinafter  the
"Purchaser").

                                   WITNESSETH:

     WHEREAS,  Seller owns 28,468,536,125 common ordinary shares (individually a
"Share" and  collectively  the  "Shares") and Mr.  Alexandre  Penna owns one (1)
share  representing the 100% (one hundred percent) of the issued and outstanding
shares of the capital stock of International Van, S.A. de C.V. (the "Company").

     WHEREAS, on December 23, 1999, an extraordinary shareholders meeting of the
Seller was held authorizing the execution of this Agreement.

     WHEREAS,  as of the date hereof a stock purchase  agreement was executed by
and between Mr.  Alexandre  Penna, as seller,  and  Convergence  Communications,
Inc.,  as  purchaser,  for the  transfer  of the one (1) share  property  of Mr.
Alexandre Penna to Convergence Communications, Inc.

     WHEREAS,  in regard to the  telecommunications  permit  No.  3-STD-94  4861
issued by the  Secretaria  de  Comunicaciones  y Transporte  ("SCT") in favor of
Intersys de Mexico,  S.A. de C.V. as of September 30, 1994,  was  transferred to
the  Company  as  evidenced  by the  authorization  No.  112.207-2703  issued on
December  16, 1999 by the SCT  ("Intervan  Permit")  copy of which are  attached
hereto as Exhibit "A."

     WHEREAS,  Seller  wishes  to sell to  Purchaser,  and  Purchaser  wishes to
purchase,  the Shares for a total price of US$21,000,000.00  (twenty one million
Dollars  00/100 legal  currency of the United States of America) (the  "Purchase
Price") as provided herein below.

                  NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE I.  PURCHASE AND SALE OF THE SHARES

     1.1 Definitions.  Capitalized  terms used herein but not otherwise  defined
shall have the meanings ascribed to them in Exhibit "B" attached hereto.

     1.2 Purchase and Sale. At the Closing Date and subject to the compliance of
Conditions  Precedent  provided in Section 1.3 below,  the Seller shall sell and
deliver duly endorsed to Purchaser, and Purchaser agrees to purchase the Shares.

     1.3 Conditions  Precedent for Closing.  The effectiveness of this Agreement
shall be subject to the satisfaction of the following Precedent Conditions:

     (a)  The  delivery  by  Seller  to  Purchaser  of a  certified  copy by the
          Secretary of the Company of the shareholders  resolutions  authorizing
          the amendment to Clause X of the Company's by-laws.

     (b)  The  delivery  by  Seller  to  Purchaser  of a  certified  copy by the
          Secretary of the Company of the shareholders  resolutions accepting of
          the  resignation  of the  current  members of the Board of  Directors,
          officers, examiners, agents and representatives,  ratifying any action
          or  agreement  performed  or  executed by those and waiving any action
          from the Company against those, and of the delivery.

     (c)  The delivery by Seller to Purchaser  of  satisfactory  evidence of the
          cancellation  of the  pledge  over the  Company  shares in favor of TV
          Azteca, S.A. de C.V.

     (d)  The  execution  of the  employment  and  management  letter of intents
          between  the  Company  and  the  following  employees:  Mario  Enrique
          Vazquez, Gustavo De law Serna Cardenas, Carlos Alberto Zurita, Roberto
          Aldaba  Flores,  Fernando  Castillo  and  Felipe  de  Jesus  Hernandez
          (collectively, the "Management Team").

     (e)  The  issuance of a legal  opinion by White & Case,  S.C. as counsel to
          Seller.

     (f)  The delivery by Seller to Purchaser of the  acknowledgment  of payment
          and waiver by the  Management  Team of any right or action of any kind
          against the Company in regard to any stock option plan of the Company.

     1.4  Purchase  Price.  In  consideration  for the  purchase and sale of the
Shares,  and in  exchange  for the duly  endorsed  certificates  in favor of the
Purchaser  evidencing  the Shares,  Purchaser  shall pay to Seller the  Purchase
Price for a total amount of US$21,000,000.00  (twenty one million Dollars 00/100
legal currency of the United States of America).

     1.5 Payment: (a) The Purchaser shall pay the Purchase Price as follows:

     (i)  The amount of  US$15,000,000.00  (fifteen million Dollars 00/100 legal
          currency  of the  United  States of  America)  shall be paid  within 3
          (three)  business days from the date hereof through the wire transfers
          to the following bank accounts:  (a) US$627,500.00 (six hundred twenty
          seven  thousand  five hundred  Dollars  00/100  legal  currency of the
          United States of America) to the bank account No.  200000761972 at the
          First  Union  Bank  of  Florida,  Jacksonville,  Florida  and  ABA No.
          063000021 at the name of Communications  Equity  Associates,  LLC, and
          US$14,372,500.00  (fourteen  million seventy two thousand five hundred
          Dollars  00/100 legal currency of the United States of America) to the
          bank account No.  400659549 at the Chase Manhattan Bank, New York, New
          York, ABA No.  021000021 at the name of Controladora  S.O.E.,  S.A. de
          C.V. to the attention of Mr. Daniel Bacardi at (212) 789-4944.

     (ii) The amount of  US$4,500,000.00  (four  million five  hundred  thousand
          Dollars  00/100 legal  currency of the United States of America) shall
          be paid one (1) year from the Closing Date by means of a wire transfer
          to the bank account referred to above, unless otherwise  instructed in
          writing  by Seller.  The  obligation  of  Purchaser  pursuant  to this
          paragraph  shall be evidenced by means on a  non-interest  bearing one
          year promissory note  (hereinafter the "One year Promissory  Note") to
          be issued by  Purchaser  in favor of Seller as of date hereof based on
          the formal attached hereto as Exhibit "C."

     (iii)The amount of  US$1,500,000.00  (one  million  five  hundred  thousand
          Dollars  00/100 legal  currency of the United States of America) shall
          be paid  two (2)  years  from  the  closing  Date by  means  of a wire
          transfer  to the bank  account  referred  to in  paragraph  (a) above,
          unless  otherwise  instructed in writing by Seller.  The obligation of
          Purchaser pursuant to this paragraph shall be evidenced by means of an
          interest  bearing two year promissory note  (hereinafter the "Two year
          Promissory Note") to be issued by Purchaser as of date hereof in favor
          of Seller based on the format attached hereto as Exhibit "D."

     (b) Unless otherwise herein provided,  in the event the One year Promissory
Note is not timely paid in full, such circumstance  shall be considered to be an
acceleration  event of the Two year  Promissory  Note and, as a result,  all the
amounts  payable  under the Two year  Promissory  Note  shall be  payable at the
maturity date of the One year Promissory Note.

     (c)  Purchaser  further  agrees to pay on demand all costs and  expenses of
collection and reasonable legal fees paid or incurred by Seller in enforcing any
obligations in charge of Purchaser hereunder.

     1.6 Purchase  Price  Adjustment.  The Purchase Price shall be adjusted only
and  exclusively  in the  events  and  circumstances  and  under  the  terms and
conditions provided in Articles V and VI below.

     1.7 Receipt of the Company by Purchaser. The parties hereto acknowledge and
agree  that  the  material  delivery  of the  Company  and  of  its  accounting,
financial,  operational  and legal books,  documentation  and  information  from
Seller  to  Purchaser  shall  be  performed  as of the  Closing  Date,  and that
Purchaser shall assume material possession of the Company and of its accounting,
financial, operational and legal books, documentation and information as of such
Closing Date.

               ARTICLE II. REPRESENTATION AND WARRANTIES OF SELLER

     2.  Representations of Seller. As of the date hereof,  subject to the terms
and conditions provided in the indemnification mechanism under Article IV below,
Seller  makes  the  following  representations  and  warranties,  and  agrees to
Purchase as follows:

     2.1  Existence,  Power and  Authority.  Each of Seller and the Company is a
"sociedad  anonima de capital  variable" duly organized,  validly existing under
the laws of the United Mexican  States.  Each of Seller and the Company have the
corporate  authority to enter into this Agreement and perform their  obligations
hereunder.  This Agreement has been duly authorized and approved by all required
corporate action of Seller and the Company and is a valid and binding obligation
of Seller and Company  enforceable  against  them in  accordance  with its terms
pursuant to the general extraordinary shareholders meeting of the Seller and the
Company  executed as of the date hereof,  copies of which are attached hereto as
Exhibit "E." The Company has all requisite power and authority to own its assets
and to conduct its activities in the ordinary course of business.

     2.2  Capital  Stock.  As of  the  date  hereof,  the  Company  has,  in the
aggregate,  28,468,536,125  common  ordinary shares with no per value (no shares
are held in  treasury)  issued and  outstanding  all of which have been  validly
issued, are fully paid and nonassessable and were not issued in violation of any
preemptive  rights.  Exhibit "F" hereof sets forth the  ownership  of all common
stock that is issued and  outstanding  on the date hereof and will be issued and
outstanding  immediately  prior  to the  Closing  Date.  There  are no  options,
warrants,  calls,  subscriptions,  conversion  or other  rights,  agreements  or
commitments  obligating  the Company to issue any  additional  shares of capital
stock of the Company or any other securities convertible into,  exchangeable for
or  evidencing  the right to  subscribe  for any shares of capital  stock of the
Company.

     2.3 Capacity. Seller is not subject to any charter, by-law, mortgage, lien,
lease, agreement,  instrument, order, law, rule, regulation, judgment or decree,
or any other restriction of any nature,  which would prevent the consummation of
the transactions contemplated by this Agreement by Seller. Seller has full legal
right  power  and  authority  to enter  into  this  Agreement,  to  perform  its
obligations  hereunder,  and to sell,  assign,  transfer  and  convey the Shares
pursuant to this  Agreement and deliver to Purchaser the Shares  pursuant to the
provisions of this Agreement.  This Agreement has been duly signed and delivered
by Seller and  constitutes  and shall  constitute  the legal,  valid and binding
obligation of Seller enforceable against Seller in accordance with its terms.

     2.4 Ownership of Shares. Seller is the lawful owner of the Shares, free and
clear  of  all  liens,  encumbrances,   restrictions,  claims,  restrictions  or
interests of third parties of every kind and they are not subject to any option,
warrant, call or commitment of any nature as evidenced in the copy of the shares
registry book of the Company, attached herein as Exhibit "G."

     2.5  Financial  Condition.  Seller has  delivered to Purchaser  the audited
consolidated  balance  sheets,  financial and related  income  statements of the
Company  for the fiscal  year ended on  December  31,  1998 and the  non-audited
balance sheets,  financial and related income statements as of November 30, 1999
(hereinafter,  the "Financial Statements"),  copy of which is attached hereto as
Schedule 2.5. Unless  otherwise  provided herein and to the best of the Seller's
knowledge,  the Financial  Statements  fairly  present the financial  condition,
assets, liabilities, equity and results of operations of the Company as of their
respective  dates and periods  and as of  November  30, 1999 and are correct and
complete in all material  respects,  and have been prepared tin accordance  with
the generally-accepted accounting principles in Mexico (Mexican GAAP) applied on
a consistent basis throughout the periods  involved.  Unless otherwise  provided
herein,  Seller does not know and has no reasonable grounds to know of any basis
for the  assertion  against  the  Company  of any claim or  liability  not fully
reserved against in the aforesaid Financial Statements.

     2.6 Accounts  Receivable and Payable.  Except as described in Schedule 2.6,
the accounts  receivable and payable of the Company arising from the business as
set forth on the Financial Statements are valid and genuine,  have arisen solely
out of bona fide sales and  deliveries  of goods,  performance  of services  and
other business  transactions in the ordinary course of business  consistent with
past practice, are not subject to valid defenses, set-offs or counterclaims, and
are  collectible  within one hundred and eighty (180) days at the full  recorded
amount  thereof  less,  in the  case of  accounts  receivable  appearing  on the
Financial  Statements,  the  recorded  allowance  for  collection  losses on the
Financial  Statements.  The  allowance  for  collection  losses on the Financial
Statements has been  determined in accordance  with the Mexican GAAP  consistent
with past practice.

     2.7  Inventory.  Except as described in Schedule  2.7, all inventory of the
Company used in the conduct of its business,  including  without  limitation raw
materials,  work-in  process and  finished  goods,  reflected  on the  Financial
Statements  or  acquired  since  the  date  thereof  was  acquired  and has been
maintained in the ordinary course of its business;  is of good and  merchantable
quality;  consists  substantially of a quality,  quantity and condition  usable,
leasable or salable in the ordinary  course of its  business;  is owned free and
clear of any lien.  The Company is not under any  liability or  obligation  with
respect to the return of inventory in the possession of  wholesalers,  retailers
or other customers.

     2.8 Indebtedness.  Except as described in Schedule 2.8, the Company has not
incurred any  additional  Indebtedness  other than those related to its ordinary
course of business.  For purposes of this Agreement,  "Indebtedness" shall mean,
as applied to the Company  and without  duplication:  (i) all  indebtedness  for
borrowed  money,  (ii) all  obligations  evidenced by a note,  bond,  debenture,
letter of credit, draft or similar  instruments,  (iii) capital and pure leases,
(iv) any transaction  recognized as an indebtedness  under Mexican GAAP and (iv)
all  indebtedness  and obligations of the type described in Sections (i) through
(iii)  above,  to the extent that such person has  guaranteed  or for which such
person is responsible or liable,  directly or  indirectly.  Notwithstanding  the
above,  from the date  hereof  until the  Closing  Date,  the  Company  shall be
authorized to incur  individually  Indebtedness  up to an amount of US$25,000.00
(Twenty-Five Thousand Dollars 00/100 currency of the United States of America).

     2.9 Absence of Undisclosed  Liabilities.  Unless otherwise provided herein,
the Company has no material liabilities or obligations known or unknown,  direct
or indirect,  absolute,  contingent,  accrued or otherwise,  (whether  absolute,
accrued,  contingent or otherwise) except (a) as specifically and fully reserved
against  or  reflected  on the  Financial  Statements  and those  arising in the
ordinary course of business since the date thereof,  and (b) the liabilities and
obligations set forth on Schedule 2.9 or in any other schedule attached hereto.

     2.10 Tax  Matters.  Unless  otherwise  provided in Schedule  2.10  attached
hereto,  the Company has filed with the  appropriate  governmental  agencies all
required tax returns for all years through and including 1998 as provided in the
Financial  Statements  for  such  period  and the  Company  has  filed  with the
appropriate  agencies  all  required tax returns as of the date hereof and it is
not in default with respect to any such filing,  is not delinquent in payment of
any  taxes  claimed  to be due by any  authority  and has paid or made  adequate
provision on the Financial  Statements  for all taxes relating to its activities
(including  but not limited to all income,  withholding,  and value added taxes,
real  and  personal  property  taxes,   occupational   taxes,   social  security
contributions,  and any interest and/or penalties related thereto). No statutory
period of  limitation  governing the time of assessment or collection of any tax
has been extended with respect to the Company.  The Company has not received any
claim nor  notification by any authority of any kind in regard to any deficiency
in tax payment for any of the Company's  taxable years.  There are no tax audits
or investigations  currently  pending with respect to the Company.  There are no
basis for  assessment  of any  deficiency  in income taxes or any other taxes or
governmental charges against the Company.

     2.11  Customs  Matters.  The Company is not in default  with respect to any
customs  filings and returns with the appropriate  governmental  agencies and is
not  delinquent  in the  payment  of any import  taxes  claimed to be due by any
customs  authority.  No  deficiency  in payment has been  claimed by any customs
authority for any of the Company's taxable years. There are no customs audits or
investigations currently pending with respect to the Company. There are no basis
for  assessment of any deficiency in import taxes or duties or any other customs
or governmental charges against the Company.

     2.12  Absence of Certain  Changes.  Except as  disclosed  on the  Financial
Statements  or on Schedule  2.12 or in other  schedules to this  Agreement,  and
since  January 1, 1999  through the date hereof  there has no been in respect to
the  Company,  any material  adverse  change in the  financial  condition of the
Company in excess of  US$100,000.00  (One Hundred  Thousand Dollars 00/100 legal
currently of the United States of America) (the  "Material  Adverse  Change") of
the total amount of the net worth of the Company's  capital  (capital  contable)
regarding its assets, liabilities, equity, operations, business or prospects.

     2.13  Tangible  Personal  Property.  Except as  provided  in the  Financial
Statements or as disclosed on Schedule 2.13, the Company has good and marketable
title to all of the tangible personal property that it owns, as reflected on the
Financial Statements (except as sold or otherwise disposed of or acquired in the
ordinary  course of business of the Company or  otherwise  consistent  with this
Agreement, free and clear of all liens, encumbrances, pledges and mortgages. The
Company has valid and enforceable leases of all tangible personal property,  all
of  which  leased  property  is  identified  on  Schedule  2.9.  The  machinery,
equipment,  furniture and fixtures,  computer  hardware and software used by the
Company are in good operating  conditions  and repair,  and are suitable and fit
for the purposes for which they are currently being used.

     2.14  Leased Real  Property.  (a)  Schedule  2.14  contains a complete  and
accurate  list and legal  description  of each real  property  lease  (the "Real
Property  Leases")  to which the  Company is a party by listing  the name of the
landlord or  sublandlord,  a description  of the leased  premises  ("Leased Real
Property"),  the  commencement  and  expiration  dates of the current term,  the
security deposited by the Company with the landlord or sublandlord,  if any, the
monthly rental (including base and all additional rents), and whether consent is
required  pursuant  to such  Real  Property  Lease for the  consummation  of the
transactions contemplated hereby.

     (b) Except as  described in Schedule  2.14,  all Real  Property  Leases are
valid  binding and  enforceable  in  accordance  with their  terms,  neither the
Company nor, to the best knowledge of Seller,  any other party to any such lease
is in default thereunder,  and no event of default or other event that, with the
giving of notice  and/or  the  passage  of time,  would  constitute  an event of
default has occurred thereunder with respect to the Company or, to the knowledge
of the Seller, any other party thereto.

     2.15 Intellectual  Property.  Schedule 2.15 lists the patents,  trademarks,
trade names,  copyrights and unpatented  proprietary  information,  know-how and
technology  ("Intellectual  Property")  used by the  Company in their  business,
specifying  in each case  whether  such  Intellectual  Property is owned or used
under license or is in process of  registration as therein  provided.  Except as
set forth in  Schedule  2.10,  the  Company  has all the  necessary  licenses to
operate the software used by it in the manner  presently  used,  and such use is
consistent with the respective licenses,  none of the Intellectual  Property has
been held or found to be invalid and the  validity  of none of the  Intellectual
Property has been questioned in any proceeding currently pending nor threatened.
The Company owns or possesses all Intellectual Property necessary to provide its
services.  Except as set forth on Schedule 2.15, there is, to the best knowledge
of Seller,  no reasonable basis upon which any claim may be asserted against the
Company for infringement or  misappropriation of any domestic or foreign letters
patent,  patents, patent applications,  patent licenses,  software licenses, and
know-how  licenses,  trade  names,  trademark  registrations  and  applications,
trademarks, service marks, copyrights,  copyright registrations or applications,
trade secrets,  technical knowledge,  know-how or other confidential proprietary
information.  All letters patent,  registrations and certificates  issued by any
governmental  entity  relating  to any  of the  Intellectual  Property  and  all
licenses  and other  agreements  pursuant to which the  Company  uses any of the
Intellectual Property, are valid and subsisting,  have been properly maintained,
and neither the Company nor, to the best  knowledge of Seller,  any other person
is in default or violation thereunder.

     2.16  Contracts.  Schedule 2.16  describes  the  contracts  executed by the
Company,  exceeding the amount of US$50,000.00  (Fifty  Thousand  Dollars 00/100
legal currency of the United States of America) other than those  contracts with
customers which are listed in Schedule 2.28 below. The Company is not a party to
any other  contracts or agreements  exceeding  such amount or its  equivalent in
Mexican Pesos. Each of the agreements, contracts, commitments, leases, plans and
other instruments,  documents and undertakings required to be listed on Schedule
2.16 or not  required to be listed  thereon  because of the amount  thereof,  is
valid and enforceable in accordance  with its terms;  the Company is, and to the
best knowledge of Seller, all other parties thereto are, in full compliance with
the  provisions  thereof;  the Company is not, and to the best  knowledge of the
Seller,  no other  party  thereto is in  material  default  in the  performance,
observance or fulfillment  of any  obligation,  covenant or condition  contained
therein; and no event has occurred with which or without the giving of notice or
lapse of time, or both, would constitute a default thereunder.  Except as listed
on Schedule 2.16, no written or oral agreement, contract or commitment described
or required to be described on Schedule  2.16  requires the consent of any party
in connection with the transactions contemplated hereby.

     2.17  Permits.  Unless  otherwise  provided  herein,  the Company holds all
material governmental licenses, approvals,  registrations and permits, including
the Intervan Permit ("Permits")  required by applicable Law for it to own and/or
possess its assets and to operate its business and operate,  among other things,
as provider of value added telecommunication  services in Mexico and perform its
ordinary  business  activities  as of the date  hereof.  Except as  specified in
Schedule 2.17,  all Permits and the Intervan  Permit are and after the execution
of this Agreement, will remain in full force and effect and are renewable in the
ordinary course of business, as the case may be.

     2.18  Compliance  with  Applicable Law and Permits.  Except as disclosed on
Schedule  2.18  or in  any  other  schedule  attached  hereto,  the  Company  is
conducting  and has  conducted its business in  compliance  with all  applicable
Laws,  regulations,  Permits and the Intervan  Permit and has received no notice
that it is in breach or violation of the applicable Laws,  regulations,  Permits
and the Intervan Permit which could cause a Material Adverse Change.

     2.19 No Conflict. The execution, delivery and performance of this Agreement
by  Seller  will not (a)  result in a  violation  of any law,  rule,  ordinance,
regulation,  order,  judgment or decree by which  Seller is bound;  (b) conflict
with,  or result in a breach of or default  under,  any mortgage,  lien,  lease,
license, permit, agreement, contract or instrument to which Seller is a party or
by which it is bound,  which  conflict,  breach  or  default  would  result in a
Material  Adverse  Change on the  ability of Seller to perform  its  obligations
under this Agreement; (c) require for its execution and perfection of any filing
with,  or  permit,  consent  of  approval,  or the  giving of any notice to, any
governmental or regulatory body,  agency or authority,  or any other Person,  or
(d) result in a  violation  or breach of,  conflict  with,  constitute  (with or
without  due  notice  or lapse of time or both) a  default  (or give rise to any
right of termination,  cancellation,  payment, or acceleration) under, or result
in the creation of any encumbrance  upon any properties or assets of the Company
under any of the terms,  conditions or provisions of any note,  bond,  mortgage,
indenture, licenses, franchise, permit, agreement, lease or any other instrument
or obligation  to which the Company or Seller is a party,  or by which it or any
of its respective  properties or assets may be bound.  None of the Seller or the
Company is required to give prior notice to, or obtain any consent,  approval or
authorization  from, or make any  declaration or filing with,  any  governmental
authority, creditor or other person in connection with the execution or delivery
of this Agreement or the consummation of the transactions  contemplated  hereby;
no  contract  shall be rendered  void or shall  result in giving any other party
thereto the right to terminate such contract or otherwise  affect the rights and
obligations of the parties thereunder as a consequence of this Agreement.

     2.20 No  Defaults.  Except as set forth in  Section  2.21  below and to the
beset  knowledge  of Seller,  the  Company  (and where  necessary,  Seller)  has
performed,  or has taken all actions reasonably necessary, to enable the Company
to perform when due all material  obligations  under any contracts or permits to
which it is a party or subject and there has not occurred  any material  default
or Material  Adverse  Change other than an event with which the lapse of time or
giving of notice or both may become a material  default  under any such contract
or permit. All contracts executed by the Company are valid and legal obligations
enforceable against all parties thereto.

     2.21 Litigation and Arbitration.  Except as set forth on Schedule 2.21, (a)
neither the Company nor Seller has been notified of any claims,  actions,  suits
or proceedings  pending or threatened by or against the Company or Seller in any
court,  arbitration,  tribunal  or  arbitrator  or before  any  governmental  or
administrative  authority,  and (b)  neither  the  Company  nor  Seller has been
notified of any decree, judgment, order, arbitration award or notice of any kind
that enjoins or restrains it from taking any action of any kind.

     2.22 Employee and Labor  Matters.  Seller does not have any knowledge  that
any of  the  Company's  key  employees  plans  to  terminate  his/her  or  their
employment  with the  Company.  The  Company is in  compliance  in all  material
respects  with  all  applicable  laws   respecting   employment  and  employment
practices,  terms and  conditions  of  employment,  and wages and hours.  Unless
otherwise  expressly provided in Schedule 2.22, the Company is not a party to or
subject to any  collective  bargaining or other  agreement  with any unions.  No
consent of any union,  works,  council or other  employee group is required for,
and no agreement  restricts the execution of this Agreement and the consummation
of any of the transactions contemplated herein. The Company has not entered into
any contract or  arrangement  with any employee  providing  for any severance or
termination  payment or other similar payment upon the termination of employment
beyond the minimum to which the  employee is entitled  by  applicable  law.  The
consummation  of the  transactions  contemplated  hereby  will not  entitle  any
employee or employee  group to any severance or  termination  pay or other labor
indemnification.  Except  as set  forth  in  Schedule  2.22,  there  has been no
increase  in the  compensation  paid or payable or to become  payable by nor any
general increase in the compensation paid or payable or to become payable by the
Company,  nor any  increase  in  benefits  paid or to be paid or provided by the
Company. Seller has provided Purchaser with an accurate list of all employees of
the  Company  and the  current  rate of  compensation  for  each  such  employee
(including information on bonuses and fringe benefits).

     2.23  Employee  Benefit  Plans.  The Company has no Employee  Benefit Plans
other than those  identified in Schedule 2.23.  All  obligations of the Company,
whether arising by operation of law, by contract for payments by it with respect
to benefits for its employees in respect of periods prior to [November 30, 1999]
have  been  paid by it or  adequate  provision  therefor  has  been  made in the
Financial Statement, except as disclosed in Schedule 2.23.

     2.24 Related Party Transactions.  No shareholder and no officer or director
of the Company has any direct or indirect  interest in any of the assets used or
held by the Company in the conduct of its business or  operations  or is a party
to or haw any interest, direct or indirect, in any contract with the Company.

     2.25 Banks;  and Powers of Attorney.  Schedule  2.25 is a true and complete
list showing the name of each bank in which the Company has an account or safety
deposit box and the names of all persons  authorized  to draw thereon or to have
access thereto.

     2.26 Insurance. The Seller has delivered to Purchaser or Purchaser's agents
or advisors true and complete copies of all insurance policies or bonds to which
the Company is a party or under which the Company,  or any director of them,  is
covered. All such policies are valid,  outstanding and enforceable  according to
its terms.  The bonds are sufficient for compliance  with all contracts to which
the Company is party and will  continue  in full force  under  their  respective
terms.  All premiums due for such policies  have been paid,  and the Company has
otherwise performed all of its respective obligations under each policy to which
the  Company  is a  party.  Schedule  2.26 is a true  and  complete  list of the
insurance  policies of the Company which, as of this date, are in full force and
effect.

     Neither the Seller nor the Company has  received any refusal of coverage or
any notice that a defense  will be afforded  with  reservation  of rights or any
notice of cancellation or any other  indication that any insurance  policy is no
longer in full force and effect or will not be renewed or that the issuer of any
policy is not willing or able to perform its obligations thereunder.

     2.27  Brokers.  Seller  and its  agents  have  incurred  no  obligation  or
liability,  contingent or  otherwise,  for brokerage or finders' fees or agents'
commissions or other similar payment in connection  with this  Agreement,  other
than with Communications Equity Associates.

     2.28  Customers.  The  Customers  of the  Company as of the date hereof are
listed in Schedule 2.28 (the "Customers")  including the corresponding total and
individual  revenue  corresponding  as therein  provided (the "Closing  Customer
Recurring  Revenue").  Except as provided in Schedule 2.28, Seller does not have
any knowledge that any of the Company's Customers intend in any way to terminate
their business relationship with the Company.

     2.29  Disclosure.  No  representation  or  warranty  by the  Seller in this
Agreement,  and no  certificate  or  statement  furnished  or to be furnished to
Purchaser  pursuant to this  Agreement or in  connection  with the  transactions
contemplated hereby,  contains or shall contain any untrue statement of material
fact,  or omits or shall omit to state a  material  fact  necessary  to make the
statements contained herein and therein misleading.

     2.30 Year 2000 Compliance ("Y2K").  Schedule 2.30 describes the actions and
measures that the Company has taken or performed in order to enable the software
and  hardware  of the Company  related to the main  business  activities  of the
Company to comply with the Y2K requirements.

     2.31  Bankruptcy  Proceedings.  Seller has not  commenced a voluntary  case
concerning  itself under any bankruptcy law; there is no involuntary  case under
any such statute  commenced  against  Seller;  no custodian  (sindico)  has been
appointed for, or has taken charge of, all or substantially  all of the property
of Seller; Seller has not commenced any other proceeding under any adjustment of
debt, relief of debtors, dissolution,  insolvency, liquidation or similar law of
any jurisdiction with regards to Seller or its assets; any such proceeding which
remains undismissed has been commenced against Seller which remains;  Seller has
not  been  adjudicated  insolvent   (insolvente),   in  suspension  of  payments
(suspension de pagos) or bankrupt  (quiebra);  no order of relief or other order
approving any such case or proceeding has been entered;  Seller has not suffered
any appointment of any custodian or the like for all or substantially all of its
property; Seller has not made a general assignment for the benefit of creditors;
any  corporate  action has been taken by Seller for the purpose of effecting any
of the foregoing.

     2.32  Subsidiaries  and Equity  Investments.  Seller has no  participation,
interest,  fiduciary right or holds shares or equity interests or any other type
of equity or control right of and in regard to any type of business  association
or trust including, without limitation, partnerships,  corporations,  asociacion
en participacion and business trusts.

            ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PURCHASER

     3. Representations of the Purchaser. The Purchaser represents, warrants and
agrees as follows:

     3.1 Existence, Power and Authority.  Purchaser is a company duly organized,
validly existing under the laws of the United Mexican States.  Purchaser has the
corporate  power and  authority to enter into this  Agreement and to perform its
obligations  hereunder.  This Agreement has been duly authorized and approved by
all  required  corporate  action of the  Purchaser  and is a valid  and  binding
obligation of Purchaser, enforceable against it in accordance with its terms.

     3.2  Capacity.   Purchaser  is  not  subject  to  any  charter,  agreement,
instrument,  order,  law,  rule,  regulation,  judgment or decree,  or any other
restriction of any kind or character,  which would prevent  consummation  of the
transactions contemplated by this Agreement by Purchaser.

     3.3 No Conflicts. The execution, delivery and performance of this Agreement
by  Purchaser  will not (a) result in a violation of any law,  rule,  ordinance,
regulation,  order, judgment or decree by which Purchaser is bound, (b) conflict
with, or result in a breach of, or default  under,  any mortgage,  lien,  lease,
license,  permit,  agreement,  contract or  instrument  to which  Purchaser is a
party, which conflict,  breach or default,  would have a Material Adverse Effect
on the ability of Purchaser to perform its obligations under this Agreement,  or
(c) require any filing with, or permit, consent or approval of, or the giving of
any notice to any governmental or regulatory body,  agency or authority,  or any
other Person.  Neither the entering into of this Agreement nor the completion of
the transactions  contemplated hereby by Purchaser will result in a violation of
or default  under any of the  provisions  of the  Articles of  Incorporation  or
by-laws of Purchaser,  any agreement or other  instrument to which Purchase is a
party or by which  Purchaser  is bound.  Purchaser is not required to give prior
notice to, or obtain any consent, approval or authorization of, any governmental
authority, creditor or other person in connection with the execution or delivery
of this Agreement or the consummation of the transactions contemplated hereby.

     3.4 Change of Ownership.  Purchaser is an entity  controlled by Convergence
Communications,   Inc.  ("CCI")  which,  in  turn,  is  controlled  directly  or
indirectly by Lance D'Ambrosio,  Troy D'Ambrosio,  estate of George  D'Ambrosio,
TTW/CCI Holding LLC,  Telematica ECC,  Internexus,  S.A. and Fondelec  Essential
Services Growth Fund L.P. (collectively, the "Controlling Shareholders"). Seller
shall have the right to accelerate the Promissory  Notes upon any event causing:
(i)  Purchaser  to  cease  being  controlled  by CCI,  or (ii)  the  Controlling
Shareholders to fail to control CCI among them, unless such failure follows upon
a registered  public offering of CCI's securities under United States Securities
Law, the heirs of a class of CCI's  securities so registered  being  approved or
listed on the New York  Stock  Exchange  or the NASDAQ  and the  offering  being
managed by a lead underwriter of international standing.

                        ARTICLE IV. PRE-CLOSING COVENANTS

     4.1 Access to  Information.  Prior to the  Closing  Date,  upon  reasonable
notice from  Purchaser to the Company,  the Company will afford to the officers,
attorneys,   accountants  or  other  authorized   representatives  of  Purchaser
reasonable  access  during  normal  business  hours  to the  employees,  assets,
facilities  and the books and records of the  Company so as to afford  Purchaser
full  opportunity  to make such review,  examination  and  investigation  of the
business as Purchaser  may desire to make.  Purchaser  will be permitted to make
extracts  from or to make copies of such books and records as may be  reasonably
necessary in connection  therewith.  Prior to the Closing Date, the Company will
promptly  furnish or cause to be  furnished  to  Purchaser  such  financial  and
operating data and other information as Purchaser may reasonably request.

     4.2 Conduct of Business.  Except as consented to by Purchaser in writing or
otherwise provided herein,  during the period from the date of the Agreement and
continuing  until the Closing Date,  the Company will, in respect of its conduct
of the business, and Seller will cause the Company to:

          (a) not incur any  liabilities,  other than in the ordinary  course of
     business consistent with past practice, or discharge or satisfy any lien or
     encumbrance,  or pay any liabilities,  other than in the ordinary course of
     business  consistent  with past practice,  or fail to pay or discharge when
     due any liabilities of which the failure to pay or discharge will cause any
     Material Adverse Change or risk of material loss to it or any of its assets
     or properties;

          (b) not sell,  encumber,  assign or transfer any assets or properties,
     except  for the  sale of  inventory  in the  ordinary  course  of  business
     consistent with past practice, or the replacement or betterment of obsolete
     or worn-out  equipment in the ordinary course of business,  consistent with
     past practice;

          (c) not make or suffer any amendment or  termination  of any contract,
     or  cancel,  modify or waive any  substantial  debts or claim held by it or
     waive any  rights of  substantial  value,  whether  or not in the  ordinary
     course of business;

          (d) not  declare,  set aside or pay any  dividend  or make or agree to
     make any other  distribution or payment in respect of its capital shares or
     redeem,  purchase  or  otherwise  acquire or agree to redeem,  purchase  or
     acquire any of its capital shares;

          (e) not make  commitment or  agreements  for capital  expenditures  or
     capital additions or betterments;

          (f) not acquire or agree to acquire any assets  except in the ordinary
     course of business, consistent with past practice;

          (g) not increase the  salaries or other  compensation  of, or make any
     advance (excluding advances for ordinary and necessary business expense) or
     loan to, any of its  employees or make any increase in, or any addition to,
     other benefits to which any of its employees may be entitled;

          (h) not change any of the accounting  principles followed by it or the
     methods of applying such principles;

          (i) not enter into any  transaction  other than in the ordinary course
     of business consistent with past practice; or

          (j) not amend its by-laws nor take any action with respect to any such
     amendment;

          (k) not authorize or issue any shares of the  Company's  capital stock
     or other equity securities nor grant any option,  warrant, or right calling
     for the authorization or issuance of any such shares;

          (l) not declare,  set aside or pay any dividend or other  distribution
     in  respect of its  capital  stock nor  directly  or  indirectly  redeem or
     purchase  any of its capital  stock or any  interest in or right to acquire
     any such stock;

          (m) (i) carry on the  business  in the  usual,  regular  and  ordinary
     course as presently  conducted and consistent with past practice (including
     maintaining  inventory at historical levels, and in no event less than that
     which is adequate for use in the business),  (ii) keep the business intact,
     (iii) keep available the services of the present employees of the business,
     (iv) use its reasonable efforts to collect outstanding accounts receivable,
     and (v) use its reasonable efforts to maintain the goodwill associated with
     the business, including but not limited to, preserving the relationships of
     Customers  (and  shall  pay  amounts  due  Customers  on a  timely  basis),
     suppliers and others having business dealings with the business, consistent
     with past practices;

          (n) maintain the Company  assets in at least as good condition as they
     were being  maintained  as of the date hereof  (subject only to normal wear
     consistent with past  experience) and not move any asset (other than in the
     ordinary  course of business  and  consistent  with past  practice)  to any
     location  other  than the  Leased  Real  Property,  maintain  supplies  and
     inventories in quantities  consistent with its customary business practice,
     maintain  all of its  rights  in and  to  its  intellectual  property,  and
     maintain in full force and effect all of its intangible property rights; or

          (o) not  take or omit to take any  action  as a  result  of which  any
     representation  or  warranty  of Seller in  Article  III would be  rendered
     untrue  or  incorrect  if  such   representation   or  warranty  were  made
     immediately following the taking or failure to take such action.

     4.3 Notification.  (a) The Company and Seller shall notify  Purchaser,  and
Purchaser shall notify Seller, of any litigation,  arbitration or administrative
proceeding pending or, to its knowledge,  threatened against the Company, Seller
or Purchaser, as the case may be, which challenges the transactions contemplated
hereby.

          (b) The Company  and Seller  will  provide  prompt  written  notice to
     Purchaser  of  any  change  in  any of  the  information  contained  in its
     representations  and warranties  made in Article III hereof or any Exhibits
     or  Schedules  referred  to herein or  attached  hereto and shall  promptly
     furnish any information which Purchaser may reasonably  request in relation
     to such change;  provided,  however,  that such notice shall not operate to
     cure any breach of the  representations  and warranties made in Article III
     hereof or any Exhibits or Schedules referred to herein or attached hereto.

     4.4  Cooperation.  The parties hereto shall cooperate fully with each other
in taking any actions,  including  actions to obtain the required consent of any
governmental  entity or any third party,  necessary or helpful to accomplish the
transactions  contemplated by this Agreement;  provided,  however, that no party
shall be required to take any action which would have a Material  Adverse Change
upon it or the Company.

     4.5 No Inconsistent  Action. No party hereto shall take any action which is
materially inconsistent
with its obligations under this Agreement.

     4.6  Satisfaction of Conditions.  Without limiting the generality or effect
of any provision of Section 1.3 above,  prior to the Closing  Date,  each of the
parties  will use  reasonable  efforts with due  diligence  and in good faith to
satisfy promptly all conditions required hereby to be satisfied by such party in
order to expedite the consummation of the transactions contemplated hereby.

     4.7  Confidentiality.  Purchaser  and  Seller  shall,  except to the extent
required  by  any  governmental  authority,  keep  confidential  and  shall  use
commercial  reasonable  efforts  to  cause  to be  kept  confidential  by  their
representatives  and officials,  all information  disclosed prior to the date of
this  Agreement  or  hereafter  to any such  persons  in  connection  with  this
Agreement and the consummation of the transactions contemplated hereby, and none
of such  information  shall be used in any manner other than in connection  with
this Agreement and the other  agreements  contemplated  hereby.  This obligation
shall survive three (3) years following the Closing Date.

     4.8 Publicity.  No party hereto will issue or cause the  publication of any
press release or other public announcement with respect to this Agreement or the
transactions  contemplated  hereby without the prior consent of the other party,
which consent will not be unreasonable withheld; provided, however, that nothing
herein will  prohibit  either party from issuing or causing  publication  of any
such  press  release  or public  announcement  to the  extent  that  such  party
determines  such action to be required by law or the rules of any national stock
exchange applicable to it or to its affiliates,  in which event the party making
such determination will, if practicable under the circumstances,  use reasonable
efforts to allow the other party  reasonable  time to comment on such release or
announcement in advance of its issuance.

     4.9  Acquisition  Proposals.  From and  after  the date of this  Agreement,
Seller  shall not, nor shall they  authorize or permit any officer,  director or
employee  of,  or  any  investment   banker,   attorney,   accountant  or  other
representative retained by the Company, or the Company to, solicit,  initiate or
encourage  submission  of any proposal or offer  (including by way of furnishing
information) from any person which constitutes, or may reasonably be expected to
lead to,  any  Acquisition  Proposal.  As used in this  Agreement,  "Acquisition
Proposal" shall mean any proposal for the acquisition of the one hundred percent
(100%) of the capital  stock of the Company or any  proposal or offer to acquire
in any manner a substantial equity interest in, or a substantial portion of, the
assets of the Company.

     4.10 Representations, Warranties and Covenants.

          (a) All representations and warranties of Seller provided herein or in
     any Exhibit,  Schedule or document delivered pursuant hereto, shall be true
     and complete in all material  respects s of the date hereof  without regard
     to any schedule updates  furnished by Seller after the date hereof,  as the
     case may be, and on and as of the Closing Date as if made on and as of that
     date.

          (b) All of the terms, covenants and conditions to be complied with and
     performed  by  Seller  on or prior to the  Closing  Date  shall  have  been
     complied with or performed.

          (c)  Purchaser  shall  have  received a  certificate,  dated as of the
     Closing Date,  executed by a duly authorized officer of Seller,  certifying
     in such detail as Purchaser  may  reasonably  request  that the  conditions
     specified in Section 1.3 above have been fulfilled.

                   ARTICLE V. INDEMNITY OBLIGATIONS BY SELLER

     5.1  Indemnification  for Losses.  (a) Subject to the provisions of Article
VII below, Seller shall indemnify Purchaser for any and all liabilities, losses,
damages,  claims,  costs,  deficiencies,   obligations  or  expenses  (including
penalties  and  interest  and legal  fees and  costs,  as well as any  liability
imposed on any officers,  employees,  agents or representatives of the Purchaser
(the "Purchaser Officer") other than the Company's officers,  officials,  agents
and representatives as of the date hereof in regard to any individual  liability
to those,  which are  imposed  solely by virtue of their  relationship  with the
Purchaser) derived from any  misrepresentation  or breach of any representation,
warranty,  covenant or obligation of the Seller under this Agreement;  provided,
that no claim  shall be made  hereunder  unless and until the  aggregate  of any
Losses that may have occurred  exceed the amount of  US$100,000.00  (One Hundred
Thousand  Dollars 00/100 legal currency of the United States of America)  except
for (x) any claim in regard to the  Schedule  2.4  related  to any lien over the
Shares in favor of TV Azteca,  S.A. de C.V.,  and (y) any claim from  Management
Team in regard to an benefit in their favor deriving from any stock option plan,
in which cases the above-mentioned exceptions shall be terminated at the time of
delivery by Seller to Purchaser  of, as the case may be, (i) proper  evidence in
regard to the  payment of any and all debt to TV Azteca,  S.A.  de C.V.,  and/or
(ii) the waiver and acknowledgment of payment from the Management Team in regard
to such program.

     (b) In the event of Losses  suffered by  Purchaser  Officer,  Seller  shall
indemnify  only  Purchaser  subject  to: (a) the  existence  of a direct Loss by
Purchaser as a result of the damage suffered by the Purchaser Officer; (b) in no
way and under no  circumstance  Seller shall have an  obligation  of any kind in
favor of a Purchaser  Officer;  and (c) the  obligation  of Seller to  indemnify
Purchaser  in this  event  shall  be  subject  to any and all of the  terms  and
conditions provided herein for Losses.

     5.2  Indemnification  Procedures for Losses.  The obligation from Seller to
indemnify  the  Purchaser  for Losses shall be subject to the  following  terms,
conditions and procedure:

          (a)  Notification.  Purchaser  shall promptly give notice to Seller of
     any matter that  Purchaser has determined has given or could give rise to a
     right of  indemnification  under this  Agreement  written notice within ten
     (10) business days,  for claims in the United States of America,  and three
     (3) days, for claims in Mexico,  from the date Purchaser  acknowledged such
     event.  If  Purchaser  shall  receive  notice of any claim by a third party
     which is or may be  subject to  indemnification  (a "Third  Party  Claim"),
     Purchaser  shall give to Seller prompt  written  notice of such Third Party
     Claim (x) within  fifteen (15) business days if it is a claim  presented in
     the United  States,  or (y) within three (3) calendar days if it is a claim
     presented in Mexico,  and Seller shall cooperate with the Purchaser against
     such Third Party Claim. In any event, Seller shall have the right to employ
     Seller's own counsel and  participate in the defense of the case at its own
     expense.  No such Third  Party  Claim may be settled  without  the  written
     consent of the other party, unless the settlement involves only the payment
     of money by such party and such payment does not affect the goodwill of the
     other party.

          (b) Cure  Period.  Seller  shall  have a cure  period of  thirty  (30)
     calendar  days after  Purchaser's  notification  to remedy any breach under
     this Agreement and to clarify or remedy any breach, as the case may be.

          (c)  Conduct of Defense.  Purchaser  shall  promptly  submit to Seller
     copies of all pleadings,  responsive pleadings,  motions, and other similar
     legal  documents and papers  received by it in connection  with the action,
     suit  or  proceeding  as  the  case  may  be.  Subject  to  an  appropriate
     confidentiality  agreement,  the parties shall make available to each other
     and each  other's  counsel  and  accountants  all of the books and  records
     relating to the action, suit, or proceeding, and Seller shall render to the
     Purchaser any  assistance as may be reasonably  required in order to insure
     the proper and adequate  defense of the action,  suit, or  proceeding.  Any
     legal fees or expenses deriving from the above shall be paid by Seller.

              ARTICLE VI. CLOSING REVENUE LOSS AND PRICE ADJUSTMENT

     6.1 Closing Customer  Recurring Revenue Loss.  Subject to the provisions of
Article VII above,  in the event that at the end of the 6 (six)  months from the
Closing Date (the "Adjustment Date"), the Closing Customer Recurring Revenue has
suffered  a loss in  excess  of five  percent  (5%)  of  such  Closing  Customer
Recurring Revenue,  the Purchase Price shall be adjusted in the amount resulting
in excess of such five percent (5%) (the  "Closing  Customer  Recurring  Revenue
Loss"),  unless such loss  results  from any increase in the tariffs of services
provided by the Company,  decrease in the quality of such  services or any other
decision of the  Purchaser  outside of the  commercially  accepted  practices in
Mexico, in which case such loss shall not be considered to be a Closing Customer
Recurring Revenue Loss.

     6.2  Adjustment  of the  Purchase  Price  Procedure  for  Closing  Customer
Recurring Revenue Loss.

          (a)  Parties  hereto  agree  that,  as the  case may be,  the  Closing
     Customer  Recurring  Revenue Losses at the end of the 6 (six) months period
     shall be calculated according to the following:
               (i) For each  percentage  point in  excess of 5%,  the  principle
          amount combined  Promissory Notes shall be reduced by 1/95 (one ninety
          fifth).
               (ii) For purpose of clarity of the above, the following procedure
          shall apply based on InterVan's Recurrent Revenue for the month of May
          2000:

          If  AdIRR > = CIRR x 0.95, then
              PCAPN = US$6,000,000

          If  AdIRR < CIRR x 0.95, then

          Adjustment =  US$6,000,000.00  x [((AdIRR/CIRR) - 0.95) x - 1] PCAPN =
          US$6,000,000 - Adjustment

          Where:

          AdIRR = Adjustment  Date for InterVan  Recurrent  Revenue shall be May
          31, 2000 and shall be measured against the Clients under schedule 2.28
          category (b) and (b) exclusively

          CIRR = Closing  InterVan  Recurrent  Revenue  shall mean the amount of
          $6,169,592.00  (six million one hundred and sixty nine  thousand  five
          hundred  ninety two Pesos 00/100 legal  currency of the United Mexican
          States) as referred to in Schedule 2.28 attached hereto.

          PCAPN = Principal Combined Amount of the Promissory Notes
          InterVan  Recurrent  Revenue = Shall mean the Customer Current Revenue
          for any and all purposes of this agreement.

          Closing Customer Recurring Revenue = Shall mean the InterVan Recurrent
          Revenue  and  shall  not  include  the Local  Loop  Recurrent  Revenue
          referred to in Schedule 2.28.

     (b)  Purchase  shall  deliver  a written  notice to Seller  within 10 (ten)
          business days from the  adjustment  Date that there has been a Closing
          Customer Recurring Revenue Loss.

     (c)  Seller  shall  clarify  any  circumstance  in  regard  to the  Closing
          Customer  Recurring  Revenue  Loss  alleged  by  Purchaser;  provided,
          however,  that (i) Purchaser shall be obliged to deliver to Seller any
          documentation  and  information  required  in writing by Seller;  (ii)
          shall  authorize the access to the Seller's  agents or advisors to the
          place of  location of such  documentation  or  information;  and (iii)
          Seller shall deliver its conclusions  within 30 (thirty) days from the
          date Purchaser authorized the access or delivered, as the case may be,
          the corresponding information.

     (d)  In  the  event  the  parties  do  not  agree  in  the   existence   or
          non-existence  of a Closing  Customer  Recurring  Revenue  Loss,  such
          circumstance shall be verified by a report of an independent  auditor.
          For  purpose of the above,  the  parties  hereto  shall  designate  as
          independent auditor (the "Independent Auditor") to be selected among 3
          (three)  of the most  prestigious  and  renowned  accounting  firms in
          Mexico.  Parties  hereto  acknowledge  and  agree to that  from  those
          accounting firms, it shall be automatically appointed for the purposes
          provided  above,  the firm which commits to complete such audit in the
          shortest time frame.

     (e)  The  Independent  Auditor shall clarify any  circumstance in regard to
          the Closing  Customer  Recurring  Revenue Loss  alleged by  Purchaser;
          provided, however, that (i) Purchaser shall deliver to the Independent
          Auditor any documentation  and information  required in writing by the
          Independent   Auditor;   (ii)  shall   authorize  the  access  to  the
          Independent  Auditor  personnel  to the  place  of  location  of  such
          documentation or information,  and (iii) the Independent Auditor shall
          deliver  its  conclusions  within  30  (thirty)  days  from  the  date
          Purchaser  authorized it the access to, or delivered  the, as the case
          may be, corresponding information;  provided,  however, that such term
          shall be extended if requested in writing by the Independent Auditor.

     (f)  The conclusions of the Independent  auditor shall be final and binding
          to the parties hereto. Any dispute in regard to the conclusions of the
          Independent  Auditor  shall  be  resolved  according  to  the  dispute
          resolution mechanism provided in Section 5.2 below.

              ARTICLE VII. COMMON PROVISIONS TO LOSSES AND CLOSING
                         CUSTOMER RECURRING REVENUE LOSS

7.1 Limitation.

     (a)  Any amount resulting from Losses,  Closing Customer  Recurring Revenue
          Loss or any other dispute  related to any of the obligations of Seller
          under this  Agreement  shall be offset  against  the amount of the One
          year  Promissory  Note. In the event such amount exceeds the amount of
          the One year Promissory Note, the corresponding amount shall be offset
          against the amount of the Two year Promissory Note.

     (b)  In the  event  of a  Closing  Customer  Recurring  Revenue  Loss,  the
          Purchase  Price  shall  be  considered  to  be  reduced  in  the  same
          proportion as that of the corresponding offset.

     (c)  In the events  provided above,  the Promissory  Notes, as the case may
          be,  shall remain in full force and effect for the  remaining  balance
          after the offset referred to above.

     (d)  In the event the principal  amount of the Promissory Note is offset in
          full, the  obligations  of Seller to indemnify  Purchaser or to adjust
          the Purchase  Price shall be terminated as of the date of such offset,
          and under no circumstance or event Seller shall be liable to Purchaser
          or any other third party.

7.2  Termination.

     (a)  The  obligations  of Seller  pursuant to Articles V and VI above shall
          terminate as follows:
          (i)  The  Indemnification  for Losses shall terminate on 2 (two) years
               from the Closing Date, and
          (ii) The Price Adjustment for Closing Customer  Recurring Revenue Loss
               shall  terminate  the latter of:  (i) 30  (thirty)  days from the
               Adjustment Date in the event of no objection from  Purchaser;  or
               (ii) receipt of Independent  Auditor report  described in Section
               6.2(e) above.

     (b)  In the  event a  claim  for  indemnification  is  made  prior  to such
          termination,  such  termination  shall not affect or in any way impair
          the  rights  of  Purchaser  to   indemnification  in  respect  of  the
          particular  matter as to which the claim is made,  whether  or not the
          amount of indemnification to which Purchaser is entitled in respect of
          such matter shall have been determined prior to such termination.

     7.3  Knowledge by  Purchaser.  Purchaser  represents  and warrant to Seller
that, to the extent of liabilities disclosed,  none of the information expressly
set out in the written  materials  delivered by Seller to Purchaser prior to, or
simultaneously  with,  the Closing  leads  Purchaser to conclude  that there has
occurred a Loss or a Customer  Recurring  Revenue  Loss as of the  Closing,  and
Purchaser  acknowledges  that Seller is relying on the foregoing  representation
and warranty in agreeing to make the  indemnities  set out in Section 5.1 and to
adjust the Purchase Price as set out in Section 6.1.

                           ARTICLE VIII. MISCELLANEOUS

     8.1 Governing  Law.  This  Agreement,  including  without  limitation,  the
interpretation,  construction and validity hereof, shall be governed by the Laws
of the United Mexican States.

     8.2  Arbitration.  (a) In the event that any dispute,  controversy or claim
arising  regarding any Losses,  Closing Customer  Recurring  Revenue Loss or any
other relating to or in connection with this  Agreement,  including any question
regarding its existence,  validity or termination, or regarding a breach thereof
(hereafter,  the  "dispute")  is not  settled as  provided in Clause IV above or
within 15 (fifteen) days after the notice is given to the other parties  seeking
representative consideration of a dispute, for any dispute different from Losses
and Closing Customer  Recurring  Revenue Loss, then the dispute shall be finally
settled by international  arbitration  under and in accordance with the Rules of
Conciliation and Arbitration of the American  Arbitration  Association  ("AAA"),
New York,  New York,  United  States  of  America  in effect on the date of this
Agreement  (the  "Rules").  A party  wishing to submit a dispute to  arbitration
shall give written  notice to such effect to the other parties hereto and to the
AAA, (the "AAA Court").  The parties shall have [30 (thirty)] calendar days from
another  party's  notice of such a request  for  arbitration  to  designate  the
arbitrators for the dispute.

     (b) Seller and Purchaser shall  designate one arbitrator  each, and the two
designated  arbitrators shall in turn choose a third arbitrator,  who shall also
be the chairman of the panel. The AAA Court shall confirm the appointment of the
third arbitrator.  If one party appoints an arbitrator but the other party fails
to nominate its arbitrator  within the 30 day period specified  above,  then the
appointment  of the  second  arbitrator  shall be made by the AAA Court upon the
request  of the other  party;  and if the  appointed  arbitrators  shall fail to
appoint the third arbitrator  within 30 (thirty) calendar days after the date of
appointment  of the most recently  appointed  arbitrator,  the third  arbitrator
shall be appointed by the AAA Court upon the request of either party.

     (c) (i) The  arbitrators  shall be legal  practitioners  having at least 15
years  experience  in  commercial  legal  matters  in the 20  years  immediately
preceding  commencement  of the  arbitration;  (ii)  the  arbitration  shall  be
conducted under and in accordance  with the Rules,  which Rules are deemed to be
incorporated  by  reference to this  clause;  (iii) the site of the  arbitration
shall be New York, New York, United State of America and the language to be used
in the arbitration proceedings shall be the English language; provided, however,
that any award shall produce  effects in Mexico City as deemed to have been made
there;  (iv) all direct  testimony  shall be  submitted  by sworn  affidavit  or
written question and answer;  reasonable  discovery shall be permitted but shall
be limited in all cases to requests for  documentation;  (v) the decision of the
arbitrators  shall be rendered  within 180 calendar days from the appointment of
the last arbitrator,  and shall be final and binding upon all parties;  (vi) any
award  shall be in writing in the  English  language  and state the  reasons and
contain  reference to the legal grounds upon which it is based. The award may be
made  public only with the  written  consent of all parties to the  arbitration;
provided, however, that any ruling or award, final or otherwise, may be cited in
any subsequent  dispute;  (vii) The arbitrators  shall neither have nor exercise
any power to act as amicable compositeur or decide ex aequo et bono; or to award
special,  exemplary,  indirect,  consequential or punitive damages. The costs of
the arbitration shall be fixed in accordance with the Rules.

     8.3  Captions.  The  Article  and  Section  captions  used  herein  are for
reference   purposes   only,  and  shall  not  in  any  affect  the  meaning  or
interpretation of this Agreement.

     8.4 Parties in Interest. This Agreement may not be transferred, assigned or
pledged by any party  hereto,  other than by  operation of law.  This  Agreement
shall be binding upon, and shall inure to the benefit of, the parties hereto and
their  respective  heirs,  executors,  administrators,  successors and permitted
assignees.

     8.5 No Soliciting  and  Competition.  As of the date hereof,  Seller hereby
agrees not to solicit of clients,  customers,  or employees of the Company or to
compete in the same line of business  with the Company for a period of 3 (three)
years from the date hereof.

     8.6 Notices. All notices given under this Agreement shall be in writing and
shall be delivered by hand or sent by facsimile  (with a confirmation  copy sent
by  international  courier  service)  or  international  courier  service to the
addressee or to an officer of the intended recipient.

       If to Purchaser, such notices shall be addressed to:

       Covergence Communications, S.A. de C.V.
       102 West 500 South, Suite 320
       Salt Lake City, Utah 84101
       Attn:  Troy D'Ambrosio
       Fax:  (801) 532-6060
       Tel:  (801) 528-5618

with a copy (which is not required to constitute notice) to:

       Parsons Behle & Latimer
       One Utah Center
       201 South Main Street, Suite 1800
       Salt Lake City, Utah 84145-0898
       Attn:  Scott R. Carpenter
       Fax: (801) 536-6111
       Tel: (801) 328-5618

       and

       Baker & McKenzie, S.C.
       Boulevard Manuel Avila Camacho No. 1, Piso 12
       Colonia Lomas de Chapultepec
       C.P. 11000, Mexico D.F., Mexico
       Attn:  Gaspar Gutierrez Centeno
       Fax: (525) 230-2999
       Tel: (525) 230-2900

or to any subsequent  address of which Purchaser may notify the other parties in
writing.

If to the Seller, such notices shall be addressed to:

       Chase  Capital  Partners
       380 Madison  Avenue,  12th Floor
       New York, NY 10017-2591 U.S.A.
       Attn:  Robert Ruggiero and Susan Segal
       Tel: (212) 622-3098
       Fax: (212) 622-4535

with a copy (which is not required to constitute notice) to:

       White & Case, S.C.
       Paseo de las Palmas No. 405-50
       Lomas de Chapultepec
       C.P. 11000, Mexico D.F., Mexico
       Attn:  Alexis Rovzar, Rafael Romo Corzo and Ariel Ramos Marcin
       Fax: (525) 540-9699
       Tel: (525) 540-9600

or to any subsequent address of which the Seller may notify the other parties in
writing.

     Notices under this  Agreement  shall be deemed given upon actual receipt by
the addressee. All notices must be given in the English language.

     8.7   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  all  of  which  taken  together  shall  constitute  on  the  same
instrument.

     8.8 Entire Agreement.  This Agreement contains the entire  understanding of
the parties  hereto  with  respect to the subject  matter  contained  herein and
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such subject matter.

     8.9 Amendments.  This Agreement may not be changed  orally,  but only by an
agreement in writing signed by the parties.

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

     8.11  Third  Party  Beneficiaries.  Each  party  hereto  intends  that this
Agreement  shall not  benefit or create any right,  or cause of action in, or on
behalf of, any person other than the parties hereto.

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

Seller                                   Purchaser
Controladora S.O.E., S.A. de C.V.        Covergence Communications, S.A. de C.V.

   /s/                                       /s/
------------------------------------     ---------------------------------------
By: Ariel Ramos Marcin                   By: Luis Manuel De la Fuenta Baca