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                            STOCK PURCHASE AGREEMENT

                                     Between

                  GENERAL BUSINESS MACHINES CORPORATION ("GBM")

                                   ("Seller")

                                       And

                    CONVERGENCE COMMUNICATIONS, INC. ("CCI")

                                  ("Purchaser")

                     Dated As Of The 15th Of December, 1999

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<PAGE>



                                TABLE OF CONTENTS

RECITALS 2

TERMS AND CONDITIONS...........................................................3

ARTICLE I  DEFINITIONS.........................................................3
         1.1      Certain Definitions..........................................3
         1.2      Terms Generally.............................................11

ARTICLE II  THE TRANSACTIONS..................................................11
         2.1      Closing.....................................................11
         2.2      Sale And Purchase Of Shares.................................12
         2.3      Purchase Price..............................................12
         2.4      Payment of the Purchase Price...............................12
         2.5      Closing Obligations.........................................14
         2.6      Conditions to Closing Obligations...........................18
         2.7      Effects of Non-Closing......................................20

ARTICLE III  REPRESENTATIONS AND WARRANTIES OF GBM............................21
         3.1      Organization and Good Standing..............................21
         3.2      Authority; No Breach or Default.............................21
         3.3      Capital Stock...............................................23
         3.4      Equity Interests............................................25
         3.5      No Undisclosed Liabilities..................................25
         3.6      Books and Records...........................................25
         3.7      GBnet Financial Statements..................................26
         3.8      No Material Adverse Effect..................................26
         3.9      Taxes.......................................................27
         3.10     Title to Properties; Encumbrances...........................27
         3.11     Permits.....................................................27
         3.12     Compliance with Applicable Laws.............................28
         3.13     No Litigation...............................................28
         3.14     Material Contracts..........................................29
         3.15     Business as Usual...........................................30
         3.16     Intellectual Property.......................................30
         3.17     Employees...................................................31
         3.18     Disclosures.................................................31
         3.19     Brokers or Finders..........................................32
         3.20     Year 2000 Compliance........................................32
         3.21     Related Party Transactions or Claims........................32
         3.22     Environmental Laws and Regulations..........................32
         3.23     Bankruptcy..................................................33
         3.24     Insurance...................................................33

ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF CCI.............................33
         4.1      Organization and Good Standing..............................33
         4.2      Authority...................................................33
         4.3      Investment Representation...................................35
         4.4      Certain Proceedings.........................................35
         4.5      Brokers or Finders..........................................36
         4.6      CCI Financial Statements....................................36
         4.7      Litigation; Decrees.........................................36
         4.8      Undisclosed Liabilities.....................................36
         4.9      Absence of Changes or Events................................37
         4.10     Compliance with Applicable Laws.............................37
         4.11     Permits, Licenses and Authorizations........................37
         4.12     Disclosure..................................................38

ARTICLE V  AFFIRMATIVE COVENANTS..............................................38
         5.1      CCI's Affirmative Covenants.................................38
         5.2      GBM's Affirmative Covenants.................................40
         5.3      Further Assurances..........................................42

ARTICLE VI  NEGATIVE COVENANTS................................................42

ARTICLE VII  INDEMNIFICATION..................................................44
         7.1      Indemnification and Payment of Damages by GBM...............44
         7.2      Indemnification and Payment of Damages by CCI...............45
         7.3      Time Limitations............................................45
         7.4      Limitations on Amount.......................................46
         7.5      Procedure For Indemnification: Third Party Claims...........47
         7.6      Procedure for Indemnification: Other Claims.................49
         7.7      Payment of Indemnification..................................49

ARTICLE VIII  TERMINATION.....................................................49
         8.1      Termination Events..........................................49
         8.2      Effect of Termination.......................................50
         8.3      Survival of Certain Provisions..............................50

ARTICLE IX  GENERAL PROVISIONS................................................50
         9.1      Notices.....................................................50
         9.2      Entire Agreement............................................52
         9.3      Covenants Against Unfair Competition........................53
         9.4      Survival of Representations, Warranties, and Covenants......55
         9.5      Assignment..................................................55
         9.6      No Third-Party Beneficiaries................................56
         9.7      Expenses....................................................56
         9.8      Applicable Law..............................................56
         9.9      Waivers; Amendments.........................................57
         9.10     Waiver of Jury Trial........................................57
         9.11     Severability................................................58
         9.12     Counterparts................................................58
         9.13     Headings....................................................58
         9.14     Conciliation of Disputes....................................58
         9.15     Jurisdiction; Consent to Service of Process.................59
         9.16     Confidentiality; Publicity..................................61
         9.17     Consequential Damages.......................................61
         9.18     Time Of Essence.............................................61



<PAGE>




                            STOCK PURCHASE AGREEMENT

         This Stock Purchase  Agreement (the "Agreement") is made as of the 15th
day of December, 1999, by and between the following parties:

                     GENERAL BUSINESS MACHINES CORPORATION,
   an international business company organized and existing under the laws of
                       the British Virgin Islands ("GBM"),
                            with business address at
                 GBM Building, Paseo Colon, San Jose, Costa Rica
               (hereinafter referred to as "GBM" or the "SELLER");

                                       And

                        CONVERGENCE COMMUNICATIONS, INC.
                    a corporation organized under the laws of
             the State of Nevada, United States of America ("CCI"),
                    having its principal place of business at
                102 West 500 South, Suite 320, Salt Lake City, UT
                                  84101, U.S.A.
               and Florida offices at 9050 Pines Blvd., Suite 480,
                        Pembroke Pines, FL 33204, U.S.A.
               (hereinafter referred to as "CCI" or "PURCHASER");

GBM AND CCI may,  collectively,  be referred to  hereinafter,  as the "Parties",
and, individually, as a "Party".

                                    RECITALS

         WHEREAS,  CCI is a  provider  of  communications  services  in  several
Central and South American countries and is the holder, through its subsidiaries
and affiliates in this region, of country-wide  concessions for subscriber cable
television,  domestic and  international  public  telephony,  data  transmission
services, value added telecommunications services, and a variety of services for
access and uses of the Internet; and

         WHEREAS,  CCI has expertise in  telecommunications  and transmission of
data, and it is committed to developing new, and enhancing its presently  owned,
wireless and fiber optic networks with the leading  technology  available in the
market; and

         WHEREAS,  GBM is the exclusive general  distributor of IBM products and
services  in  the  countries  of  Belize,  Guatemala,   Honduras,  El  Salvador,
Nicaragua, Costa Rica and Panama, as well as in the Dominican Republic and Haiti
(the "Region"); and

         WHEREAS,  GBM, as a complementary line of business,  is also engaged in
providing data networking  services through its wholly owned  subsidiary,  GBnet
Corporation,  an international business company organized and existing under the
laws of the British Virgin Islands ("GBnet"), to a wide base of customers in the
countries of Guatemala,  Honduras, El Salvador,  Nicaragua,  Costa Rica, Panama,
and the Dominican Republic (the "GBnet Region"); and

         WHEREAS,  CCI desires to  purchase  from GBM and GBM desires to sell to
CCI all of the  outstanding  shares of  capital  stock of GBnet,  subject to the
terms and conditions of this Agreement and the "Ancillary  Agreements"  referred
to herein; and

         WHEREAS, each of the Parties wishes to engage with the other Party in a
mutually  beneficial  business  relationship  through the  marketing  to its own
customers of the other Party's products and services;  and, to that end, each of
the Parties is willing to  negotiate in good faith the terms and  conditions  of
certain Supplementary Agreements, as such term is defined hereinafter.

         NOW, THEREFORE,  in consideration of the  above-mentioned  premises and
mutual  promises herein made, and in  consideration  of the  representation  and
covenants herein contained, the Parties agree as follows:

                              Terms and conditions

                             ARTICLE I. DEFINITIONS

1.01  Certain  Definitions.

In this Agreement, the following terms shall have the meanings specified below:

(1)  "Agreement"  shall mean this Stock  Purchase  Agreement,  its  exhibits and
     schedules.

(2)  "Affiliate"  shall  mean,  when used with  respect to a  specified  Person,
     another   Person  that  directly,   or  indirectly   through  one  or  more
     intermediaries,  controls or is  controlled  by or is under common  control
     with the Person specified.

(3)  "Ancillary  Agreements"  shall  mean the  Promissory  Notes and the  Pledge
     Agreement, in the form attached hereto as Exhibits A and B, respectively.

(4)  "Beneficial Owner", a Person shall be deemed the "beneficial owner" of, and
     shall be deemed to "beneficially  own", any securities which such Person or
     any of its Affiliates (a) beneficially  owns,  directly or indirectly,  (b)
     has the right to acquire (whether such right is exercisable  immediately or
     only after the passage of time) pursuant to any  agreement,  arrangement or
     understanding  or upon the exercise of any right of conversion or exchange,
     warrant, option or otherwise or, (c) which are beneficially owned, directly
     or  indirectly,  by any other  Person with which such Person or any of such
     Person's Affiliates has any agreement, arrangement or understanding for the
     purpose of acquiring, holding, voting or disposing of any such securities.

(5)  "CCI's  Financial  Statements"  shall have the meaning set forth in Section
     4.06 hereof.

(6)  "Closing" shall mean the consummation of the  Contemplated  Transactions by
     the Parties.

(7)  "Closing Date" shall mean December 15, 1999.

(8)  "Commercialization  Agreement"  means that  certain  agreement  between the
     Parties,  dated as of the Closing  Date,  in the form attached as Exhibit C
     hereto.

(9)  "Confidential  Information"  shall  have  the  same  meaning  as in the Non
     Disclosure  and  Confidentiality  Agreement  referred  to in Section  9.16,
     hereof, copy of which is attached hereto as Exhibit 1.

(10) "Consolidated  Annualized Cash Flow" shall mean the seasonably adjusted, by
     a mutually acceptable  procedure,  Consolidated  Operating Cash flow of any
     Person for the most recently ended fiscal quarter multiplied by four (4).

(11) "Consolidated Cash Flow" shall mean the consolidated earnings of any Person
     before interest, taxes, depreciations and amortizations.

(12) "Consolidated  Net Income" shall mean,  for any period for which the amount
     thereof is to be determined, the Consolidated Net Income after income taxes
     of any Person for such period  determined in  accordance  with GAAP but, in
     any  event,  not  including  in net income  any of the  following:  (a) any
     extraordinary  items,  including,  without  limitation,  any  gain  or loss
     attributable  to the sale,  conversation  or other  disposition  of capital
     assets  other  than in the  ordinary  course  of  business  (b)  any  gains
     resulting  from  the  write-up  of  assets,  (c) any  proceeds  of any life
     insurance policy, (d) a reversal of any reserve,  except to the extend that
     provision  for such reserve is made during such  period,  and (e) any other
     extraordinary or nonrecurring items of earnings of any such Person for such
     period.

(13) "Contemplated Transactions" shall mean all of the transactions contemplated
     by this Agreement, including:
     (a)  the sale by GBM to CCI and the  purchase by CCI from GBM of all of the
          GBnet  Shares,  on the terms and  subject  to the  conditions  of this
          Agreement; and
     (b)  entering into the Supplementary Agreements by CCI and GBM.

(14) "Control" (including,  with its correlative  meanings,  "controlled by" and
     "under common control with") shall mean possession, directly or indirectly,
     of power to direct or cause the  direction of  management  or policies of a
     Person  (whether  through  ownership of securities or  partnership or other
     ownership interests, by contract or otherwise).

(15) "Deferred  Portion" of the Purchase  Price shall have the meaning set forth
     in Section 2.04(b) hereof.

(16) "Dollars"  or "" or "USD"  shall  mean the  lawful  currency  of the United
     States of America.

(17) "Employees to be Retained" shall have the meaning set forth in Section 3.17
     hereof.

(18) "Equipment  Purchase  Agreement" shall mean that certain  agreement between
     the  Parties,hereto,  dated as of the Closing  Date,  in the form  attached
     hereto as Exhibit D (19) "Financial  Statements" shall have the meaning set
     forth in Section 3.07 hereto.

(20) "First Note" shall have the meaning set forth in Section 2.04(b) hereof.

(21) "Fourth Note" shall have the meaning set forth in Section 2.04(b), hereof.

(22) "GAAP" shall mean United States generally accepted  accounting  principles,
     as published from time to time by the Financial  Accounting Standards Board
     (as such  principles are applied in the United States as of the date of the
     financial  statement  or other  document  with respect to which the term is
     used), consistently applied.

(23) "GBM  Business"  shall mean the  distribution,  sale and lease of  computer
     products  (hardware and  software),  and related  products and services for
     which GBM has  distribution or other rights in any and all of the countries
     within the Region.

(24) "GBnet" shall mean GBnet  Corporation,  an  international  business company
     organized  and  existing  under  the  laws of the  British  Virgin  Islands
     ("GBnet"), which is a wholly owned subsidiary of GBM.

(25) "GBnet Customers" shall have the meaning set forth in Schedule 3.14(b).

(26) "GBnet  Region"  shall have the  meaning  set forth in the  fourth  Recital
     hereof.

(27) "GBnet  Shares"  shall  mean all of the  shares  of  common  stock of GBnet
     outstanding as of the date hereof.

(28) "GBnet  Subsidiaries" shall mean the wholly owned subsidiaries of GBnet, as
     they exist as of the date hereof in the countries  within the GBnet Region,
     whether fully incorporated or in the process of being incorporated,  as set
     forth in Schedule 3.04 hereto.

(29) "Governmental  Authority"  shall mean any court,  administrative  agency or
     commission  or other  governmental  body or  instrumentality,  domestic  or
     foreign, of competent jurisdiction.

(30) "Governmental  Authorization"  shall mean any approval,  consent,  license,
     permit, waiver, or other authorization issued, granted, given, or otherwise
     made available by or under the authority of any Governmental Authority.

(31) "Indebtedness"  of any Person  shall  mean,  without  duplication,  (a) all
     obligations  of such Person for borrowed  money or with respect to deposits
     or advances of any kind, (b) all  obligations  of such Person  evidenced by
     bonds,  debentures,  notes or similar  instruments,  (c) all obligations of
     such  Person upon which  interest  charges are  customarily  paid,  (d) all
     obligations of such Person under  conditional sale or other title retention
     agreements relating to property or assets purchased by such Person, (e) all
     obligations of such Person issued or assumed as the deferred purchase price
     of property or  services,  (f) all  Indebtedness  of others  secured by (or
     which the holder of such Indebtedness has an existing right,  contingent or
     otherwise, to be secured by) any Lien on property owned or acquired by such
     Person,  whether or not the obligations  secured thereby have been assumed,
     (g) all  guarantees  by such  Person of  Indebtedness  of  others,  (h) all
     capital  lease  obligations  of such Person,  (i) all  obligations  of such
     Person in respect of interest rate protection agreements,  foreign currency
     exchange agreements or other interest or exchange rate hedging arrangements
     and (j) all  obligations  of such Person as an account  party in respect of
     letters of credit and bankers' acceptances.  The Indebtedness of any Person
     shall include the Indebtedness of any partnership in which such Person is a
     general partner.

(32) "Intellectual  property"  shall have the meaning set forth in Section  3.16
     hereof.

(33) "Interim  Statements"  shall have the  meaning  set forth in  Section  3.07
     hereof.

(34) "Lien" shall mean, with respect to any asset, (a) mortgage,  deed of trust,
     lien, pledge, charge, security interest,  easement, covenant, right of way,
     restriction,  equity or encumbrance of any nature  whatsoever in or on such
     asset,  (b) the interest of a vendor or a lessor under any conditional sale
     agreement,  capital  lease or title  retention  agreement  relating to such
     asset  and (c) in the case of  securities,  any  purchase  option,  call or
     similar right of a third party with respect to such securities.

(35) "Mark" shall have the meaning set forth in Section 3.16.

(36) "Material  Adverse  Effect"  shall  mean (a) any  change or effect  that is
     materially  adverse  to  the  business,   properties,   assets,   condition
     (financial or otherwise) or results of operations of CCI or GBnet, or (b) a
     material  impairment  to the  ability  of  CCI or  GBnet,  to  perform  its
     respective obligations under this Agreement or any Ancillary Agreement,  in
     each case as amended from time to time.

(37) "Material  Contracts"  shall have the  meaning  set forth in  Section  3.14
     hereof.

(38) "Materiality"  of any event,  change or effect with respect to CCI or GBnet
     means that any such event,  change or effect is  material to the  business,
     properties,  assets,  condition  (financial  or  otherwise),  or results of
     operations of CCI or the Network.

(39) "Network" shall mean GBnet together with the GBnet Subsidiaries.

(40) "Network Management  Agreement" shall mean that certain operating agreement
     between the Parties,  dated as of the Closing  Date,  in the form  attached
     hereto as Exhibit E.

(41) "Permits" shall have the meaning set forth in Section 3.11 hereof.

(42) "Person" shall mean any individual,  firm,  corporation,  limited liability
     company, partnership, trust, joint venture, Governmental Authority or other
     entity,  and shall  include any  successor (by merger or otherwise) of such
     entity.

(43) "Pledge Agreement" shall mean that Pledge Agreement dated as of the Closing
     Date, between CCI, GBnet and GBM, in the form attached hereto as Exhibit B.

(44) "Pledged  Shares"  shall  have the  meaning  set forth in  Section  2.04(b)
     hereto.

(45) "Pro-Forma   Consolidated   Debt  Service"  shall  mean,  at  any  time  of
     determination,  the sum (calculated  without  duplication on a consolidated
     basis) of (a) all  payments of  principal of  Indebtedness  (including  any
     Indebtedness  proposed  to  be  incurred  and  excluding  any  Indebtedness
     proposed to be paid at such time) of any Person scheduled to be made during
     the  period of twelve  (12)  calendar  months  beginning  with such date of
     determination,  plus (b) the amount of  interest to be paid  (assuming  for
     such purpose that adjustable and floating interest rates remain at the rate
     in  effect  on such  date)  on  Indebtedness  (including  any  Indebtedness
     proposed to be incurred and excluding any Indebtedness  proposed to be paid
     at such time) of any Person during such twelve (12) calendar month period.

(46) "Promissory  Notes"  shall  mean  four  (4)  Promissory  Notes  in the form
     attached  hereto as Exhibit A, to be executed and delivered by CCI to GBIVI
     at the Closing  dated as of the Closing  Date,  payable to GBM on the dates
     and for the amounts set forth in Section 2.04(b) hereof.

(47) "Region" shall have the meaning set forth in the third Recital hereof.

(48) "Second Note" shall have the meaning set forth in Section 2.04(b) hereof.

(49) "Shares" shall mean the GBnet Shares.

(50) "Subsidiaries'  Stock" shall mean all of the  outstanding  shares of common
     stock of each and all of the GBnet Subsidiaries.

(51) "Subsidiary"  shall mean, with respect to any Person,  any other Person (a)
     more than 50% of whose outstanding  shares or securities  (representing the
     right to vote for the election of directors  or other  managing  authority)
     are, or (b) which does not have outstanding shares or securities (as may be
     the case in a  partnership,  limited  liability  company,  joint venture or
     unincorporated association),  but more than 50% of whose ownership interest
     representing  the right to make  decisions for such other Person is, now or
     hereafter, owned or controlled, directly or indirectly, by such Person, but
     such other Person  shall be deemed to be a Subsidiary  only so long as such
     ownership or control exists.

(52) "Supplementary Agreements" shall mean, collectively,  the Commercialization
     Agreement,  the Equipment  Purchase  Agreement  and the Network  Management
     Agreement,  the terms and  conditions of which have been  negotiated by the
     Parties to their respective full satisfaction.

(53) "Tax" or "Taxes" shall mean all local and foreign  taxes,  assessments  and
     other governmental charges, and levies including,  without limitation,  (a)
     taxes based upon or measured by gross receipts, income, profits, sales, use
     or  occupation,  and (b) value  added,  ad  valorem,  transfer,  franchise,
     withholding,  payroll, employment, excise, or property taxes, together with
     (c) all  interest,  penalties  and  additions  imposed with respect to such
     amounts and (d) any obligations  under any agreements or arrangements  with
     any other Person with respect to such amounts.

(54) "Terminated  Employees"  shall have the meaning  set forth in Section  3.17
     hereof.

(55) "Third Note" shall have the meaning set forth in Section 2.04(b) hereof.

(56) "Total  Indebtedness" shall mean the sum of all Indebtedness of any Person,
     determined  on  a  consolidated   basis,  but  excluding  all  intercompany
     Indebtedness.

(57) "Transaction   Documents"   shall  mean  this   Agreement,   the  Ancillary
     Agreements,   the  Supplementary  Agreements,  and  any  other  agreements,
     instruments and documents required to be delivered  hereunder in connection
     with the Contemplated Transactions.

(58) "U.S.A." or "U.S." shall mean the United States of America.

1.02.  Terms Generally.

The definitions in Section 1.01, above, shall apply equally to both the singular
and plural forms of the terms  defined.  Whenever  the context may require,  any
pronoun shall include the  corresponding  masculine,  feminine and neuter forms.
The words "include",  "includes" and "including"  shall be deemed to be followed
by  the  phrase  "without  limitation".   All  references  herein  to  Sections,
Paragraphs,  Exhibits and Schedules  shall be deemed  references to Sections and
Paragraphs of, and Exhibits and Schedules to, this Agreement, unless the context
shall otherwise  require.  Except as otherwise  expressly  provided herein,  all
terms of an accounting or financial nature shall be construed in accordance with
GAAP, as in effect from time to time.

                          ARTICLE II. THE TRANSACTIONS

2.01. Closing.

The,  Parties  will  conduct a closing  of the  Contemplated  Transactions  (the
"Closing"),  on and subject to the terms and conditions of this  Agreement.  The
Closing will take place at 848 Brickell Avenue,  Penthouse Suite, Miami, Florida
33131,  U.S.A., at 5:00 P.M. on December 15, 1999 (the "Closing Date" or at such
later time and date as may be mutually agreed upon in writing by the Parties.

2.02. Sale And Purchase Of Shares.

Out of a total of fifty thousand  (50,000)  authorized shares of common stock of
GBnet, and one thousand (1,000) outstanding Shares, GBM is the sole owner of all
of the one thousand  (1,000)  GBnet Shares which  represent  the totality of the
outstanding  capital  stock of GBnet,  and GBM,  through its sole  ownership  of
GBnet, is also,  indirectly,  the sole owner of any and all of the Subsidiaries'
Stock.

Subject to the terms and conditions of this  Agreement,  at the Closing,  SELLER
will  sell and  transfer  the GBnet  Shares to  PURCHASER,  and  PURCHASER  will
purchase the GBnet Shares from SELLER,  whereby  PURCHASER  shall acquire all of
the outstanding  capital stock of GBnet, and indirectly all of the Subsidiaries'
Stock.

2.03.  Purchase  Price.

The total purchase price  ("Purchase  Price")
for all of the GBnet  Shares  shall be the amount of  THIRTEEN  MILLION  DOLLARS
(USD13,000,000),  and shall be paid by CCI to GBM in lawful currency of the U.S.
as provided in Section 2.04, hereinbelow.

2.4. Payment of the Purchase  Price.

The Purchase Price shall be paid by CCI to GBM as follows:

(a)  Up Front Payment.  At the Closing,  CCI shall pay to GBM the amount of FOUR
     MILLION  U.S.  DOLLARS  (USD4,000.000)  by  wire  transfer  of  immediately
     available  funds to GBM's  account with BAC FLORIDA BANK,  Miami,  Florida,
     U.S.A., as provided in Section 2.05(a)(i), hereinbelow.

(b)  Deferred   Payment.   CCI  shall  pay  the  NINE   MILLION   U.S.   DOLLARS
     (USD9,000,000)  remaining  balance of the  Purchase  Price  (the  "Deferred
     Portion") in FOUR (4) annual  installments,  with  accrued  interest on the
     outstanding  balance of the  Deferred  Portion from the Closing Date to the
     date of actual payment  computed at a rate equal to 10.75% per annum.  Such
     annual  installments  shall be evidenced by four (4) Promissory  Notes, all
     dated as of the  Closing  Date and  payable to GBM on the dates and for the
     amounts of principal and accrued  interest on the  outstanding  balance set
     forth in the following  payment  Schedule,  which Promissory Notes shall be
     duly  executed by CCI and  delivered  to GBM at the Closing as set forth in
     Section 2.05(a)(ii):
<TABLE>
<CAPTION>
Promissory Notes         Date of Payment                                  Amount of Payment
                                                         (Includes principal amount plus accrued interest on
                                                              outstanding balance of Deferred Portion)
<S>                     <C>                          <C>
----------------------- ---------------------------- ------------------------------------------------------------
First Note              December 14th, 2000 on or    TWO MILLION FOUR HUNDRED SIXTY EIGHT THOUSAND U.S. DOLLARS
                        before 12 Noon.              (USD 2,468,000).
Second Note             December 14th, 2001 on or    TWO MILLION THREE HUNDRED SIX THOUSAND U.S. DOLLARS
                        before 12 Noon.              (USD2,306,000).
----------------------- ---------------------------- ------------------------------------------------------------
Third Note              December 14th, 2002 on or    THREE MILLION ONE HUNDRED FORTY FIVE THOUSAND U.S. DOLLARS
                        before 12 Noon.              (USD3,145,000).
Fourth Note             December 14th, 2003 on or    THREE MILLION EIGHT HUNDRED SEVENTY SIX THOUSAND U.S.
                        before 12 Noon.              DOLLARS (USD3,876,000).
</TABLE>


Pursuant to this Section 2.04 (b), as collateral  for and to secure the full and
timely payment of the Deferred Portion of the Purchase Price and the performance
of CCI's  obligations  under the Ancillary  Agreements,  (1) the PURCHASER shall
pledge to GBM all of the GBnet  Shares  PURCHASER  will  acquire at the Closing,
which will be held by GBM pursuant to the Pledge  Agreement in the form attached
hereto as Exhibit B; and (2) the  PURCHASER  shall further cause GBnet to pledge
to GBM all of the stock of each of the GBnet  Subsidiaries,  which shall also be
held by GBIVI  pursuant  to the  Pledge  Agreement.  The  GBnet  Shares  and the
Subsidiaries' Stock are hereby defined, collectively, as the "Pledged Shares".

Upon timely payment by CCI to GBM of the full amount of each Promissory Note, as
set forth above, and provided CCI is not otherwise in default of its obligations
under the Ancillary Agreements,  GBM shall release to CCI such number of Pledged
Shares  as is  directly  proportional  to the  ratio of the  amount  paid to the
Deferred Portion of the Purchase Price. GBM shall promptly deliver such released
Pledged Shares to CCI; provided,  however,  that GBM shall be entitled to retain
at all times no less than fifty one  percent  (51 %) of the  originally  Pledged
Shares  until  payment in full by the  PURCHASER  to GBM of the  totality of the
Purchase Price.

(c)  Prepayment.  In the event that CCI elects to prepay the full  amount of any
     Promissory  Note  prior to its  maturity  date,  GBM  shall  reimburse  CCI
     simultaneously  with such  prepayment  the portion of the stated  principal
     amount of such Promissory Note that corresponds to unearned  interest based
     on the implicit  original  principal amount and interest rate as set out in
     Section 2.04(b) hereof.

2.05.  Closing Obligations.

At the  Closing,  the  Parties  shall  deliver  the  following,  subject  to the
satisfaction or waiver by the appropriate Party of the conditions to Closing set
out in Section 2.06 below:

(a)  CCI shall deliver to GBM:
     -------------------------

     (i)  The amount of FOUR MILLION U.S. DOLLARS (USD4,000,000), as the Upfront
          Payment pursuant to Section  2.04(a),  by wire transfer of immediately
          available  funds to BAC  FLORIDA  BANK,  Miami,  Florida,  ABA  Number
          067009044.  with  immediate  advice  to Mr.  Luis E.  Laguna,  EVP and
          Comptroller,  before 5:OO PM,  Eastern  Standard Time, on December 19,
          1999, for the benefit of GBM, account number 37013777.

     (ii) Four (4) Promissory Notes, duly executed by PURCHASER, as set forth in
          Section 2.04(b),  above,  which Promissory Notes shall be delivered to
          GBM in New York City,  New York,  at such place and to such  Person or
          Persons as GBM shall indicate in writing to CCI.

     (iii)The Pledge Agreement,  duly executed by CCI and GBnet, covering all of
          the Pledged Shares, pursuant to Section 2.04(b).

     (iv) Stock  certificates  representing the Pledged Shares,  issued in CCI's
          and GBnet's  names,  as applicable,  representing  the totality of the
          Pledged Shares, duly endorsed to GBM by CCI and GBnet.

     (v)  Certificate of GBnet's corporate secretary, duly executed,  certifying
          that the  pledge  of all of the  Pledged  Shares  to GBM has been duly
          authorized  and will be  properly  annotated  in the share  records of
          GBnet and each of the GBnet Subsidiaries.

     (vi) The  Commercialization  Agreement  duly  executed  by CCI.  (vii)  The
          Network Services Agreement, duly executed by CCI. (viii) The Equipment
          Purchase  Agreement,  duly executed by CCI. (ix) A certificate of good
          standing for CCI. (x) A certificate  executed by CCI  representing and
          warranting  to GBM  that the  representations  and  warranties  of the
          PURCHASER in this  Agreement  were  accurate in all respects as of the
          date of this Agreement and are accurate in all material respects as of
          the Closing Date as if made on the Closing Date.

     (xi) A  corporate   resolution  of  CCI  evidencing  its  corporate  power,
          authority and right to enter into the Contemplated Transactions and to
          execute the Transaction  Documents,  and that all necessary actions to
          duly execute and deliver this  Agreement,  such other  agreements  and
          Transaction Documents have been duly taken.

     (xii)A Legal Opinion from Parsons, Behle & Latimer,  Nevada Counsel to CCI,
          as to corporate existence, organization and good standing of CCI.

     (xiii) A Legal opinion from  Akerman,  Senterfitt & Eidson,  P.A.,  Florida
          Counsel to CCI, as to due execution,  validity and  enforceability  of
          the Agreement and each of the Ancillary Agreements by CCI.

     (xiv)Such other instruments or documents as may be reasonably  necessary or
          appropriate to carry out the Contemplated Transactions.

(b)  GBM shall deliver to CCI:
     -------------------------

     (i)  Certificates  representing  the GBnet  Shares,  duly  endorsed  to the
          PURCHASER,  and the  certificates  of the  Subsidiaries'  Stock either
          issued  to GBnet or  endorsed  to it,  free and clear of all liens and
          encumbrances,  other  than those  Liens that will be arising  from the
          Transaction Documents.

     (ii) GBnet Secretary Certificate,  dated as of the Closing Date, evidencing
          that the GBnet Shares are the only  outstanding  shares of GBnet as of
          the  Closing  Date,  and that the  share  records  of GBnet  have been
          properly  annotated so as to evidence the transfer of ownership of the
          GBnet Shares from GBM to CCI.

     (iii)Secretary  Certificate of each of the GBnet Subsidiaries,  dated as of
          the  Closing  Date,  evidencing  that  the  shares  of  stock  of  the
          respective GBnet Subsidiary  forming part of the  Subsidiaries'  Stock
          are the only  outstanding  shares of such GBnet  Subsidiary  as of the
          Closing Date.

     (iv) The Pledge Agreement duly executed by GBM.

     (v)  The Commercialization Agreement duly executed by GBM.

     (vi) The Network Services Agreement, duly executed by GBM.

     (vii) The Equipment Purchase Agreement, duly executed by GBM.

     (viii) A certificate of good standing for GBM.

     (ix) A certificate of good standing for GBnet.

     (x)  A certificate executed by GBM representing and warranting to PURCHASER
          that the  representations and warranties of GBM in this Agreement were
          accurate  in all  respects  as of the date of this  Agreement  and are
          accurate in all material respects as of the Closing Date as if made on
          the Closing Date.

     (xi) A  corporate   resolution  of  GBM  evidencing  its  corporate  power,
          authority and right to enter into the Contemplated Transactions and to
          execute the Transaction  Documents,  and that all necessary actions to
          duly execute and deliver this  Agreement,  such other  agreements  and
          Transaction Documents have been duly taken.

     (xii)The  resignations  of each of the Persons  who,  immediately  prior to
          Closing,  are  directors  and officers of GBnet,  and directors of the
          GBnet  Subsidiaries,  which  resignations  shall become effective upon
          Closing.

     (xiii) A Legal  Opinion  from McW Todman & Co.,  BVI  Counsel to GBM, as to
          corporate existence, organization and good standing of GBM and GBnet.

     (xiv)A Legal Opinion from Steel Hector & Davis LLP,  Florida Counsel to GBM
          as to due execution, validity and enforceability of this Agreement and
          the Pledge Agreement by GBM.

     (xv) Such other instruments or documents as may be reasonably  necessary or
          appropriate to carry out the Contemplated Transactions.

2.6.  Conditions to Closing Obligations.
      ---------------------------------

(a)  Conditions to Obligations of CCI at Closing:
     -------------------------------------------
     The  obligation  of CCI to  purchase  the GBnet  Shares  from  GBM,  and to
     consummate or cause to be consummated the other Contemplated  Transactions,
     and to take the other actions  required to be taken by PURCHASER at Closing
     as  set  forth  in  Section   2.05(a)   hereinabove,   is  subject  to  the
     satisfaction,  at or prior to Closing, of each of the following conditions,
     any of which may be waived by CCI:

     (i)  GBM  shall,  subject  to  PURCHASER's  full  compliance  with  Section
          2.05(a),  consummate  or  cause  to be  consummated  the  transactions
          contemplated in Section 2.05(b) to be performed at the Closing;

     (ii) The  representations  and  warranties  of GBM set forth in ARTICLE III
          hereof  shall  have  been  true  and  correct  as of the  date of this
          Agreement  and shall be true and correct in all  material  respects at
          and as of the Closing Date as if made on the Closing Date; and

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

(b)  Conditions to Obligations of GBM at Closing:
     -------------------------------------------
     The obligation of GBM to sell the GBnet Shares to CCI, and to consummate or
     cause to be consummated the other  Contemplated  Transactions,  and to take
     the other  actions  required  to be taken by GBM at Closing as set forth in
     Section 2.05(b) hereinabove, is subject to the satisfaction, at or prior to
     Closing, of each of the following conditions, any of which may be waived by
     GBM:

     (i)  CCI shall consummate or cause to be consummated, subject to GBM's full
          compliance with Section 2.05(b) above, the  transactions  contemplated
          in Section 2.05(a) hereof to be performed at the Closing;

     (ii) The  representations  and  warrantees  of CCI set forth in  ARTICLE IV
          hereof  shall  have  been  true  and  correct  as of the  date of this
          Agreement  and shall be true and correct in all  material  respects at
          and as of the Closing Date as if made on the Closing Date; and

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

2.07.  Effects  of Non-Closing.

Subject to the  provisions of ARTICLE VIII,  herein,  failure to consummate  the
purchase and sale provided for in this Agreement on the date and time and at the
place determined pursuant to Section 2.01, or at such later time and date as may
be  mutually  agreed  upon  in  writing  by  the  Parties,  will  result  in the
termination of this  Agreement and will relieve CCI and GBM of their  respective
obligations under this Agreement (other than responsibility for any breach prior
to or in connection with such termination).

               ARTICLE III. REPRESENTATIONS AND WARRANTIES OF GBM

GBM  represents  and warrants to PURCHASER,  as of the date hereof and as of the
Closing Date as follows:

3.01.  Organization  and Good  Standing.

GBM is a corporation duly organized, validly existing and in good standing under
the laws of the British Virgin Islands and has all requisite corporate power and
authority  to own and operate  its  properties  and to carry on its  business as
conducted as of the date hereof. GBnet is a corporation duly organized,  validly
existing and in good standing  under the laws of the British  Virgin Islands and
has  all  requisite  corporate  power  and  authority  to own  and  operate  its
properties and to carry on its business as conducted as of the date hereof. Each
GBnet  Subsidiary in the GBnet Region has been duly organized in accordance with
the laws of the  country in which such GBnet  Subsidiary  operates,  and has the
requisite  power and  authority to conduct its business as presently  conducted,
and  is in  good  standing  under  the  laws  of  its  jurisdiction  where  such
qualification is required.

3.2.  Authority;  No  Breach  or  Default.

GBM has all  requisite,  corporate  power  and  authority  to  enter  into  this
Agreement,  the Ancillary  Agreements  and the  Supplementary  Agreements and to
consummate the transactions contemplated herein and therein, as applicable.  The
execution and delivery by GBM of this  Agreement,  the Ancillary  Agreements and
the   Supplementary   Agreements  and  the   consummation  of  the  transactions
contemplated herein and therein, as applicable, have been duly authorized by all
necessary  corporate  action on the part of GBM. This  Agreement,  the Ancillary
Agreements  and  the  Supplementary  Agreements,   as  applicable,   will,  upon
execution,   constitute  the  legal,  valid  and  binding  obligations  of  GBM,
enforceable against GBM in accordance with their terms, except as such terms may
be limited by bankruptcy, insolvency, moratorium,  reorganization and other laws
of general application  affecting the enforcement of creditors' rights generally
and by the availability of equitable remedies.

Neither the  execution and delivery of this  Agreement or any other  Transaction
Documents  to  which  GBM is a party,  nor the  performance  of its  obligations
hereunder or thereunder, will

(i)  violate any applicable law to which GBnet or any of the GBnet  Subsidiaries
     is subject or by

(ii) which  it or its  properties  or  assets  are  bound  or  affected,  or any
     provision of the charter or organizational  document of GBnet or any of the
     GBnet Subsidiaries, or

(iii)require  of  any  material  consent,   approval  or  authorization  of,  or
     declaration or filing with, or notice to any Governmental  Authority in the
     Region or to any Person; or

(iv) conflict with, result in a breach of, constitute a default under, result in
     the  acceleration  of,  create  in  any  party  the  right  to  accelerate,
     terminate,  modify,  or cancel,  or require any notice  under any  Material
     Contract to which GBnet or any of the GBnet  Subsidiaries  is a party or by
     which  GBnet or any of the  GBnet  Subsidiaries  or their  property  may be
     bound, except as otherwise disclosed in Schedule 3.02, hereto, or

(v)  give any Person the right to prevent,  delay,  or otherwise  interfere with
     any of the Contemplated Transactions pursuant to:
     (1)  any   provision   of  GBnet's  or  any  of  the  GBnet   Subsidiaries'
          organizational documents;
     (2)  any resolution  adopted by the board of directors or the  stockholders
          of GBnet or any of the GBnet Subsidiaries;
     (3)  any  legal  requirement  or order to which  GBnet or any of the  GBnet
          Subsidiaries may be subject; or

(vi) with  respect to the approval by the  directors of GBM of the  transactions
     contemplated  by  the  Transaction  Documents  to  which  GBM  is a  party,
     constitute a violation by any  director of GBM of any  fiduciary  duty that
     such  director owes to GBM or to a third party,  as a consequence  of which
     GBnet or any of the GBnet  Subsidiaries  is  obligated  to  indemnify  such
     director, or

(vii)to the extent of GBM's  knowledge,  give rise to any claims,  against GBnet
     or any of the GBnet Subsidiaries, or

(viii)  result  in the  creation  of any  Lien  (other  than as  created  by the
     Transaction  Documents)  on any  assets  of  GBnet  or  any  of  the  GBnet
     Subsidiaries.

3.03  Capital Stock.
      -------------
      (a)  Shareholding.

GBM is the sole  owner  of all of the  GBnet  Shares,  and  they  represent  the
totality of the outstanding capital stock of GBnet. All of the GBnet Shares have
been duly authorized,  validly issued, fully paid and non-assessable,  free from
Liens and were not issued in violation of any preemptive rights. GBM is both the
lawful  beneficial  owner and  holder of record of the GBnet  Shares and has the
full right,  power and authority to sell,  convey,  transfer  and/or deliver the
GBnet Shares to CCI GBnet is the sole owner of all of the  Subsidiaries'  Stock,
which  Subsidiaries'  Stock  represents the totality of the outstanding  capital
stock of the GBnet  Subsidiaries.  The Subsidiaries'  Stock is as of the Closing
Date, duly authorized, validly issued, fully paid and non-assessable,  free from
Liens and was not issued in violation of any  preemptive  rights.  GBnet is both
the lawful beneficial owner and holder of record of the Subsidiaries  Stock. GBM
and GBnet have complied  with all laws and  regulations  in connection  with the
issuance of the GBnet Shares and the Subsidiaries' Stock.

Neither  GBnet nor any of the GBnet  Subsidiaries  is a party or  subject to any
agreement or understanding,  and there is no agreement or understanding  between
any Person,  that affects or relates to the voting or giving of written consents
with  respect to any security or the voting by a director of GBnet or any of the
GBnet  Subsidiaries.  (b) Outstanding  Securities and  Commitment:  There are no
outstanding warrants, options, rights, securities, agreements,  subscriptions or
other commitments  pursuant to which GBnet and/or any of the GBnet  Subsidiaries
may become obligated to issue,  deliver or sell any additional capital shares of
GBnet and/or of any GBnet Subsidiaries, or to issue, grant, extend or enter into
any such warrants,  options, rights,  securities,  agreements,  subscriptions or
other  commitments.  There  are  no  outstanding  options,  rights,  securities,
agreements  or other  commitments  pursuant  to which  GBnet  and/or  the  GBnet
Subsidiaries  are or may become  obligated  to redeem,  repurchase  or otherwise
acquire or retire any of the GBnet Shares or the Subsidiaries Stock

3.4  Equity  Interests.

GBnet has no subsidiaries,  other than the GBnet Subsidiaries listed in Schedule
3.04 hereto. The GBnet Subsidiaries have no subsidiaries.

3.5  No  Undisclosed   Liabilities.

GBnet does not and the GBnet  Subsidiaries do not have any material  liabilities
or  obligations  which may have a Material  Adverse  Effect on its  business not
reflected in its Financial Statements, or in the notes thereto, or not otherwise
disclosed in this Agreement,  except for liabilities and obligations incurred in
the ordinary course of business  consistent with past practice since the date of
such Financial Statements up to the date of this Agreement.

3.6 Books and Records.

Except as otherwise set forth in any Exhibit or Schedule to this Agreement,  the
books of account, articles of incorporation and By-laws (or other organizational
documents) as amended to date,  stock ledgers and minute books of GBnet and each
of the GBnet Subsidiaries,  all of which have been provided to CCI, are complete
and correct in all material respects and have been maintained in accordance with
sound  business  practices.  The minute books of GBnet in all material  respects
contain  accurate and complete records of all meetings held and corporate action
taken by the stockholders and the Boards of Directors of GBnet. The minute books
of the GBnet Subsidiaries in all material respects contain accurate and complete
records  of all  meetings  hold  and  corporate  action  taken,  if any,  by the
stockholders and the Boards of Directors of the GBnet Subsidiaries.

3.7  GBnet  Financial   Statements.

GBM has delivered to CCI (a) Consolidated  financial statements of GBnet and its
Subsidiaries  compiled  by GBM's  independent  accountants  from  GBM's  audited
consolidated  financial  statements  as of December 31, 1998,  and (b) unaudited
balance sheets and income and expense  statements of GBnet and its  Subsidiaries
as of November  30,  1999,  certified by GBnet's  chief  financial  officer (the
"Interim Statements") (the financial statements in (a) and Interim Statements in
(b) are referred to hereinafter,  collectively,  as the "Financial Statements").
Except as set forth or reflected in such  Financial  Statements,  such Financial
Statements fairly present the financial  condition and the results of operations
of GBnet and the GBnet  Subsidiaries  as of the respective  dates of and for the
periods  referred to in such Financial  Statements,  all in accordance with GAAP
consistently applied. The Financial Statements are attached hereto as Exhibit F.

Except as otherwise provided therein,  the Financial Statements are based on and
consistent  with the books  and  records  of GBnet  and the GBnet  Subsidiaries,
fairly  represent the financial  conditions,  assets,  liabilities and equity of
such companies and their results of operations,  are correct and complete in all
material  respects and have been prepared in accordance with GAAP,  applied on a
consistent basis.

3.8 No  Material  Adverse  Effect.

Since the date of the Financial  Statements,  there has been no Material Adverse
Effect  in the  financial  conditions  or the  operations  of GBnet or the GBnet
Subsidiaries, which may interfere with their ability to perform their respective
obligations under the Transaction Documents,  except as reflected therein. Since
the date of the Financial Statements,  GBnet and the GBnet Subsidiaries have not
declared  or paid or  made,  or  agreed  to  declare  or pay or  make,  to their
respective  shareholders  any  dividends  or  other  distributions  in  cash  or
property,   except  within  the  normal  range  of  annual   dividends  paid  or
distributions made by comparable firms in the ordinary course of business.

3.9 Taxes.

GBnet and all the GBnet  Subsidiaries  have (i) duly filed all tax  reports  and
returns  required to be filed by any of them in accordance  with  applicable law
and all such reports and returns are true, complete and accurate in all material
respects;  (ii)  duly  paid  all  taxes  and  other  charges  due  by it to  the
appropriate taxing  authorities,  including,  without  limitation,  those due in
respect of  properties,  income,  sales,  or payrolls of any of them;  (iii) the
reserves  for taxes  reflected  in the  Financial  Statements  are  adequate  in
conformity with GAAP; (iv) there are no tax Liens upon any property or rights of
GBnet or the GBnet  Subsidiaries;  (v) there are no material  liabilities (other
than as such are set forth in the  Financial  Statements)  for  taxes;  and (vi)
there are no  extensions  or claims or  audits or  investigations  pending  with
regard to GBnet or the GBnet Subsidiaries tax liabilities. Neither GBnet nor any
of the GBnet  Subsidiaries  are  currently  subject to any tax audit or has been
notified by any Governmental Authority that it will be subject to any tax audit.

3.10  Title  to  Properties;   Encumbrances.

GBnet  and/or  the  GBnet  Subsidiaries  have  good  title to all of the  assets
(personal,  tangible or  intangible)  that GBnet  and/or the GBnet  Subsidiaries
purport to own, as reflected in the books and records of GBnet, and/or the GBnet
Subsidiaries,  including the Financial Statements. Except as otherwise disclosed
in the Financial Statements, the GBnet Assets are free and clear of all Liens.

3.11  Permits.

GBnet  and/or  the  GBnet  Subsidiaries   possess  all  the  permits  and  other
authorizations, governmental or otherwise (collectively, the "Permits") required
under  applicable  law to operate the GBnet  Network and  business as  presently
conducted,  and to exercise the rights granted thereby, as set forth in Schedule
3.11  hereto.  All such Permits are valid and in full force and effect as of the
date of this  Agreement.  To  GBM's  knowledge,  no  proceeding  is  pending  or
threatened to revoke or amend any such Permits as of the date hereof.

3.12 Compliance with Applicable Laws.

GBnet and the GBnet  Subsidiaries  have  operated and, as of the date hereof are
operating,  their  business in  compliance  in all  material  respects  with all
applicable  laws.  Neither GBnet nor any GBnet Subsidiary is in violation of, or
in default under, any term of its  organizational  documents or of any judgment,
decree,  writ, statute,  governmental rule or regulation  applicable to GBnet or
any GBnet  Subsidiary  or to which  they or any of them is bound,  except to the
extent that such  violations  or defaults  would not (i) affect the  validity or
enforceability  of any Transaction  Document,  or (ii) have any material adverse
effect in the assets,  liabilities,  business,  financial  condition,  result of
operations  or prospects  of GBnet,  or any of the GBnet  Subsidiaries  as these
exist as of the date of this Agreement.

3.13 No  Litigation.

Except as disclosed in Schedule  3.13 hereto or in the  Financial  Statements or
notes thereto,  there is no suit,  claim,  action,  proceeding or  investigation
pending,  outstanding  or  threatened  which,  either  in  any  case  or in  the
aggregate,  might result in a Material  Adverse Effect,  or in any impairment of
the right or ability of GBnet or any GBnet Subsidiary to carry on its respective
businesses  as now  conducted,  or in any  liability on the part of GBnet or any
GBnet  Subsidiary,  either  individually  or  taken as a whole  and  none  which
questions  the  validity of this  Agreement or any  Transaction  Document or any
action taken or to be taken in connection  herewith.  None of GBnet or any GBnet
Subsidiary  is a party or subject to the  provisions  of any order,  injunction,
judgement or decree of any court or government agency or  instrumentality  which
might adversely affect their respective businesses; and there is no action suit,
proceeding or investigation by GBnet or any GBnet Subsidiary  currently  pending
or which GBnet or any GBnet Subsidiary  intends to initiate which may reasonably
be expected to materially adversely affect their respective businesses.

3.14   Material   Contracts.

Reference is made to (i) the GBnet Communications  Transport Contracts set forth
in Schedule  3.14(a) hereto;  and (ii) GBnet Customers  Contracts,  set forth in
Schedule  3.14.(b)  hereto.  The  copies of such  contracts  (collectively,  the
"Material  Contracts")  heretofore  provided  by GBM to CCI  are  incorrect  and
complete copies of such Material  Contracts.  Neither GBnet nor any of the GBnet
Subsidiaries  is a party to any  contract  (i)  lending to or  guaranteeing  any
obligation  for  borrowed  money  of any  insider  or  any  affiliate,  or  (ii)
prohibiting or  substantially  restricting  GBnet or any GBnet  Subsidiary  from
freely  engaging in business as being conducted as of the Closing Date. To GBM's
knowledge,  no event has occurred or  circumstance  exists as of the date hereof
that may  contravene,  conflict  with, or result in a violation or breach of, or
give GBnet or other Person the right to declare a default or exercise any remedy
under, or to accelerate the maturity or performance of, or to cancel, terminate,
or modify,  any Material  Contract.  The Material  Contracts are, as of the date
hereof,  adequate for GBnet and each GBnet  Subsidiary to carry out such part of
its  business  which is the subject  matter of the  Material  Contracts as being
conducted as of the date of this Agreement.  There are no Material  Contracts or
contracts any one of which may generate annual revenues or expenses in excess of
USD1100,000, other than those disclosed in Schedules 3.14(a) and 3.14(b).

3.15 Business as Usual.

From the date of the  Financial  Statements  to the date  hereof,  GBnet and the
GBnet  Subsidiaries  have conducted their business in the usual manner and GBnet
and the GBnet  Subsidiaries have not taken any action out of the ordinary course
of business which may have a Material Adverse Effect.

3.16 Intellectual Property.

GBnet holds,  directly or indirectly through the GBnet Subsidiaries,  all rights
to the use of the service mark GBnet (the "Mark")  throughout  the GBnet Region,
and has taken steps toward the registration of said service Mark pursuant to the
laws  of the  countries  comprised  in  the  GBnet  Region.  The  status  of the
registration  of the Mark in the  Region  as of the  Closing  Date is set out in
Schedule  3.16(a).  GBnet  also has legal  rights  to  certain  know-how,  trade
secrets,  proprietary  computer  software,  databases and compilations and valid
lease  interests in licenses  (including  licenses for use of computer  software
programs) and other non-owned  intellectual  property used in the conduct of its
business (the  "Intellectual  Property").  Schedule  3.16(b) lists all licensing
agreements  held by GBnet and the GBnet  Subsidiaries  other than such purchased
for less than THIRTY THOUSAND U.S. DOLLARS (US 30,000) business of GBnet and the
GBnet  Subsidiaries,   as  presently   conducted,   and  the  conduct,  use  and
exploitation of the Intellectual Property does not infringe on or misappropriate
any rights held or asserted by any Person,  and no Person is  infringing  on the
Intellectual Property;  provided, that, the foregoing  representations are given
to the  best of GBM's  knowledge  as to all  owned  and  non-owned  Intellectual
Property. The Intellectual Property is adequate to conduct the business of GBnet
and of the GBnet Subsidiaries,  as presently conducted. None of the Intellectual
Property has ever been declared by a court of competent jurisdiction, invalid or
unenforceable,  or is the  subject  of  any  pending  or,  to  GBM's  knowledge,
threatened action for opposition,  cancellation,  declaration,  infringement, or
invalidity,  unenforceability  or  misappropriation  or like  claim,  action  or
proceeding.

3.17 Employees.

Except  for the  employees  to be  retained  by GBnet or the GBnet  Subsidiaries
pursuant  to CCI's  request  which  are  listed in  Schedule  3.17  hereto  (the
"Employees to be Retained"),  GBM, will have terminated,  effective on or before
the  Closing  Date,  the  employment  of  all  its  employees  (the  "Terminated
Employees"),  with  appropriate  settlements with and releases from them, and to
the extent  applicable  cancelled  the benefit plans of all of them at GBM's own
expense.  GBM will  have also  settled  in full,  as of the  Closing  Date,  all
salaries,  wages, fees,  commissions,  bonuses,  vacations,  leaves,  insurance,
pension  fund  contributions,  workmen's  compensation  or  any  other  form  of
employment  compensation and fringe benefits due to the Employees to be Retained
and to the-  Terminated  Employees,  as well as any  claims and  liabilities  by
reason of their employment, including social security taxes or government levies
or  assessments  payable  thereon by GBM as of the  Closing  Date.  There are no
employment,  collective bargaining agreements,  or management agreements entered
into by GBnet or the GBnet Subsidiaries the effects of which shall extend beyond
the Closing Date.

3.18  Disclosures.

GBM has not knowingly failed to disclose to CCI any facts or documents  material
to the condition  (financial or  otherwise),  properties,  assets,  liabilities,
earnings,  operations,  or  business  of GBnet  or the  GBnet  Subsidiaries.  No
representation  or warranty of GBM contained in this  Agreement and no statement
contained in any document or certificate furnished by or on behalf of GBM to CCI
or any of its  representatives  contains any untrue statement of a material fact
or omits to state any material  facts,  except where such  statement or omission
would not have a Material Adverse Effect.

3.19 Brokers or Finders.

GBM and its  officers  and 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 and will indemnity and
hold W harmless  from any such payment  alleged to be due by or through CCI as a
result of the actions of GBM or its officers, employees or agents.

3.20 Year 2000  Compliance.

The network of  hardware,  software and  microcode  used by GBnet to conduct its
business as being conducted as of the date of this Agreement,  is capable,  as a
whole, of functioning before, on, or after December 31, 1999 without significant
loss of functionality or performance.

3.21 Related  Party  Transactions  or Claims.

Except  as  disclosed  in a  confidential  letter  by  GBIVI  to W, no  officer,
director,  or  stockholder  of  GBM,  GBnet  or the  GBnet  Subsidiaries  or any
Affiliate  thereof  is  directly  or  indirectly  interested  in  any  contract,
agreement,  arrangement or transaction  with GBnet or the GBnet  Subsidiaries or
has any claim against GBnet or the GBnet Subsidiaries.

3.22  Environmental  Laws  and  Regulations.

Except as  disclosed in Schedule  3.22 hereto,  (i) the business of GBnet and of
the GBnet Subsidiaries has been conducted in all material respects in compliance
with the  environmental  laws of the  countries of the GBnet Region (ii) neither
GBnet nor the GBnet Subsidiaries have received any written notice under any such
environmental  laws  from  any  Governmental   Authority  revoking,   canceling,
materially  modifying or refusing to renew any permit,  license or authorization
or providing written notice of violations of any such environmental laws.


3.23  Bankruptcy.

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

3.24  Insurance.

GBnet's  and the GBnet  Subsidiaries!  insurance  coverage  under  GBM's  global
policies are in full force and effect. Neither GBnet nor any GBnet Subsidiary is
in default  thereunder and all claims  thereunder have been correctly filed in a
due and timely manner.

               ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF CCI

CCI hereby  represents  and  warrants to GBM as of the date hereof and as of the
Closing Date as follows:

4.01   Organization  and Good Standing.

CCI is a corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada,  United  States of America.  The  execution and
delivery  by  CCI  of  this   Agreement,   the  Ancillary   Agreements  and  the
Supplementary  Agreements and the consummation of the transactions  contemplated
herein and therein have been duly authorized by all necessary  corporate  action
on the part of CCI.

4.02   Authority.

CCI has all requisite,  corporate power and authority to
execute  and  deliver  this   Agreement,   the  Ancillary   Agreements  and  the
Supplementary  Agreements  and other  Transaction  Documents,  to consummate the
transactions  contemplated  herein and therein,  and to perform its  obligations
hereunder  and  thereunder.  Upon  the  execution  and  delivery  by CCI of this
Agreement,  the Ancillary Agreements,  the Supplementary Agreements or any other
agreements or documents hereunder, this Agreement, the Ancillary Agreements, the
Supplementary  Agreements  and any such  other  agreements  and  documents  will
constitute the legal, valid, and binding obligations of CCI, enforceable against
CCI in  accordance  with  their  respective  terms,  except as such terms may be
limited by bankruptcy, insolvency, moratorium,  reorganization and other laws of
general application affecting the enforcement of creditors' rights generally and
by the availability of equitable remedies. Neither the execution and delivery of
this Agreement,  the Ancillary Agreements,  the Supplementary  Agreements or any
other agreements or documents required hereunder or thereunder to which CCI is a
party, nor the performance of its obligations hereunder or thereunder, will

(a)  violate  any  applicable  law to which CCI is subject or by which it or its
     properties  or assets are bound or affected or any provision of the charter
     or other organizational documents of CCI, or

(b)  give any Person the right to prevent,  delay,  or otherwise  interfere with
     any of the Contemplated Transactions pursuant to:
     (i)  any provision of CCI's organizational documents;
     (ii) any resolution  adopted by the board of directors or the  stockholders
          of CCI; or
     (iii) any legal requirement or order to which CCI may be subject.

(c)  result  in  the  creation  of  any  Lien  (other  than  as  created  by the
     Transaction  Documents)  on  any of  the  assets  of  GBnet  or  the  GBnet
     Subsidiaries.

CCI is not and will not be  required  to obtain any  material  consent  from any
Persons in connection  with the execution  and delivery of this  Agreement,  the
Ancillary  Agreements,  the Supplementary  Agreements or any other agreements or
documents  referred to herein,  or the consummation or performance of any of the
Contemplated Transactions.

4.03  Investment  Representation.

The PURCHASER  acknowledges  and agrees that the GBnet Shares are not registered
under the U.S.  Securities Act of 1933, as amended (the "Act"). The PURCHASER is
acquiring the GBnet Shares, solely for its own account, for investment purposes,
and not with a view to,  or for  resale in  connection  with,  any  distribution
thereof,  and the  PURCHASER  acknowledges  and  agrees  that  the  certificates
representing the GBnet Shares shall bear a legend  substantially to this effect.
The  PURCHASER  has such  knowledge  and  experience  in financial  and business
matters that it is capable of evaluating the merits and risks of its acquisition
of the GBnet Shares.

The PURCHASER shall not sell, transfer, or otherwise dispose of any GBnet Shares
for as long as PURCHASER has not paid in full to GBM the Deferred Portion of the
Purchase Price.  The foregoing  notwithstanding,  CCI may pledge or encumber any
Pledged Shares released by GBM pursuant to Section 2,04(b) hereof, in fine.

4.04 Certain  Proceedings.

There is no pending  proceeding  that has been  commenced  against  CCI and that
challenges,  or may have the effect of preventing,  delaying, making illegal, or
otherwise  interfering  with,  any of the  Contemplated  Transactions.  To CCI's
knowledge, no such proceeding has been threatened.

4.5  Brokers or Finders.

CCI and its  officers  and 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 and will indemnify
and hold GBM harmless from any such payment  alleged to be due by or through GBM
as a result of the actions of CCI or its officers, employees or agents.

4.6  CCI Financial  Statements.

CCI has  delivered to GBM its audited  financial  statements  as of December 31,
1998 and its  unaudited  financial  statements  as of September 30, 1999 ("CCI's
Financial  Statements"),  attached hereto as Exhibit G, certified by CCI's Chief
Financial Officer as correct and complete,  and in accordance with the books and
records of CCI,  prepared  in  conformity  with GAAP  consistently  applied  and
representing  fairly  the  financial  condition  of CCI as of the date  thereof,
subject to normal year end adjustments.

4.7 Litigation; Decrees.

Except as provided in Schedule 4.07, there are no lawsuits, claims, arbitrations
or other proceedings or investigations pending or, to the best knowledge of CCI,
threatened by or against or affecting CCI or any of its properties or assets. To
the best  knowledge  of CCI,  there is no basis for and,  such  lawsuit,  claim,
arbitration  or other  proceeding  or  investigation.  There  is no  outstanding
judgment, order or decree of any Governmental Authority or arbitrator applicable
to any of CCI or its properties, assets or business having, or which, insofar as
can be reasonably foreseen, in the future may have, a Material Adverse Effect on
CCI or on its business as conducted or as proposed to be conducted.

4.8 Undisclosed Liabilities.

CCI does not have any material  liabilities  or  obligations of any nature which
may have a  Material  Adverse  Effect on its  business  not  reflected  on CCI's
Financial  Statements or in the notes thereto or not otherwise disclosed in this
Agreement,  except for  liabilities  and  obligations  incurred in the  ordinary
course of business  consistent  with past  practice  since the date of the CCI's
Financial Statements up to the date of this Agreement.

4.9 Absence of Changes or Events.

Since the date of the CCI's  Financial  Statements,  there has been no  Material
Adverse  Effect in the  financial  condition or the  operations of CCI, or which
interfere  with its ability to perform  its  obligations  under the  Transaction
Documents,  except as reflected  therein.  Since the date of the CCI's Financial
Statements, CCI has not declared or paid or made, or agreed to declare or pay or
make,  to its  shareholders  any  dividends  or other  distributions  in cash or
property,   except  within  the  normal  range  of  annual   dividends  paid  or
distributions made by comparable firms in the ordinary course of business.

4.10  Compliance with  Applicable  Laws.

CCI, its  properties,  assets,  operations and business are in compliance in all
material  respects with all applicable  statutes,  laws,  ordinances,  rules and
regulations of any Governmental  Authority and any filing requirements  relating
thereto.

4.11  Permits,  Licenses and  Authorizations.

CCI has obtained or will promptly obtain after execution of this Agreement,  and
prior to Closing,  all permits,  licenses and other  authorizations which may be
required under  applicable law with respect to the ownership of the GBnet Shares
and the Subsidiaries' Stock. CCI will fully comply in all material respects with
all terms and conditions of such permits, licenses and authorizations.

4.12  Disclosure.

CCI has not  knowingly  failed  to  disclose  to GBM any facts  material  to the
condition (financial or otherwise),  properties, assets, liabilities,  earnings,
operations,  or business of CCI. No  representation or warranty of CCI contained
in this  Agreement,  and no statement  contained in any document or  certificate
furnished by or on behalf of CCI to GBM or any of its  representatives  pursuant
to the Ancillary Agreements, contains any untrue statement of a material fact or
omits to state any material fact.

                        ARTICLE V. AFFIRMATIVE COVENANTS

5.1 CCI's Affirmative Covenants.

CCI hereby  covenants to GBM that from the Closing Date and  consummation of the
Contemplated  Transactions,  and for as  long  as CCI  has  not  paid to GBM any
portion of the Purchase Price, CCI shall .comply, and shall cause GBnet and each
of the GBnet Subsidiaries to comply, with the following covenants:

(a)  Minimum Operational Standards. As long as any portion of the Purchase Price
     remains  outstanding,  GBnet shall operate its business in accordance with,
     at least, the Minimum Operational Standards set forth in Exhibit H, hereto,
     which include,  among others,  availability,  performance and  reliability.
     Material breach by CCI, GBnet or any of the GBnet  Subsidiaries of any such
     minimum  operational  standards shall  constitute a material breach of this
     Agreement.

(b)  Conduct of the Network  Business.  As long as any  portion of the  Purchase
     Price remains outstanding, CCI shall, and shall cause GBnet and each of the
     GBnet  Subsidiaries  (i) to conduct the Network's  business and  operations
     464a in a commercially  reasonable manner; (ii) to preserve the goodwill of
     the  business;  (iii) to  maintain  all of the GBnet  assets  and the GBnet
     Subsidiaries'  assets and other properties in customary  repair,  order and
     condition; and (iv) to maintain insurance coverage thereon as is consistent
     with sound  industry  practice.  (c) Employees to Be Retained.  Immediately
     upon Closing,  CCI will cause GBnet and each of the GBnet  Subsidiaries  to
     offer new  employment to all the Employees to be Retained,  at salaries and
     benefits  comparable to those  existing  immediately  prior to the Closing.
     Furthermore,  CCI will cause  each of the GBnet  Subsidiaries  to  maintain
     employment of all these employees for a transition  period of three hundred
     sixty five days (365) beginning on the Closing Date, except in the event of
     termination for reasonable  cause or  non-performance.  Upon Closing,  CCI,
     GBnet and the GBnet Subsidiaries  shall be solely  responsible  parties for
     all employment  relationships and obligations with respect to the Employees
     to be  Retained.  CCI,  GBnet and the GBnet  Subsidiaries  shall  cause all
     Employees  to be  Retained,  as a condition  of  employment,  to enter into
     agreements,  in  form  and  substance  satisfactory  to  GBM,  relating  to
     noncompetition,   nondisclosure   of   confidential   information  and  non
     assignment of trademarks and copyrights to CCI and/or GBnet.

(d)  Performance  of  Obligations.  GBnet and the GBnet  Subsidiaries  shall pay
     their  Indebtedness and other  obligations to third parties promptly and in
     accordance  with their terms  before  they shall  become  delinquent  or in
     default or give rise to a Lien upon  their  income or profits or in respect
     of their  property or any part thereof  which may impair  their  ability to
     successfully conduct their business.

(e)  Service Mark and Domain Name.  CCI hereby  acknowledges  (i) that the "GBM"
     service mark and the "gbm.net" registered domain name are both the sole and
     exclusive  property  of GBM and over  which  GBM  reserves  all  rights  in
     perpetuity;  (ii) that GBM, as an act of  forbearance,  has agreed to allow
     GBnet to use  after the  Closing  the  corporate  name  "GBM.NET,  S.A." to
     designate the GBnet Subsidiary in the Dominican Republic for a transitional
     period  ending  December  31,  2000;  and (iii) that GBM has also agreed to
     allow GBnet to use after the  Closing  the domain name  gbm.net" as GBnet's
     electronic address in the Internet for a period ending June 3091, 2000. CCI
     hereby   covenants  that  neither  CCI  nor  GBnet  or  any  of  the  GBnet
     Subsidiaries,  or any Person `which is an affiliate or subsidiary of any of
     them,  shall under any  circumstances  claim any rights to such property of
     GBM.  CCI further  covenants to GBM that it shall cause GBnet and the GBnet
     Subsidiaries to vacate the aforesaid service mark and domain name and cease
     all use thereof within the terms set forth above.

5.2  GBM's Affirmative Covenants.


(a)  Transition of Business.  Following the Closing and the  consummation of the
     acquisition of GBnet by CCI, GBM will cause its own country Subsidiaries in
     the GBnet Region (and its officers and employees):
     (i)  to provide reasonable  assistance to CCI in making a smooth transition
          of the GBnet business to CCI;
     (ii) to provide assistance to GBnet in its efforts to obtain the renewal of
          the service  contract with the ALLEGRO  organization  in the Dominican
          Republic; and
     (iii)to  abstain  from any  action  intended  to or that has the  effect of
          discouraging any lessor, licensor,  GBnet customer,  supplier or other
          business  associate of GBM or any of its subsidiaries from maintaining
          or extending  to GBnet and the GBnet  Subsidiaries  the same  business
          relationships extended to such companies before the Closing Date.

(b)  Use of GBM Subsidiaries'  Facilities.  In order to facilitate relocation of
     the Network  equipment,  which through the date hereof, has been located at
     the GBIVI local Subsidiary's  offices in the countries of the GBnet Region,
     GBM will, for a period of one (1) year beginning on the Closing Date, allow
     GBnet and the GBnet Subsidiaries to continue using for such purposes, at no
     cost,  the same space  currently  used for said  purposes,  subject to such
     reasonable   conditions  as  GBM  deems  necessary  for  the  security  and
     confidentiality of the GBM Business.  GBM will also provide  administrative
     support services (the  "Administrative  Support Services") to GBnet and the
     GBnet  Subsidiaries  for a 6-month  period,  beginning on the Closing Date.
     Such  Administrative  Support  Services,  will  include  services  such  as
     invoicing and billings,  secretarial services,  telephone,  electric power,
     and similar,  and will be billed to GBnet at GBM's cost on a monthly basis,
     within the first ten (10) days of the month  immediately  subsequent to the
     month in which the services were paid by GBM.

5.3 Further Assurances.

The Parties  hereby  agree to execute  such other  documents or comply with such
formalities after Closing as may be reasonably necessary to complete transfer of
the  Subsidiaries'  Stock  to  GBnet,   including  the  issuance  of  the  final
certificates therefor,  replace the present directors and corporate officers and
to properly annotate the pledge of the  Subsidiaries'  Stock to GBM in the books
and records of the GBnet Subsidiaries.

                         ARTICLE VI. NEGATIVE COVENANTS

CCI covenants to and agrees with GBM that,  from the Closing Date and so long as
any portion of the Purchase  Price  remains  outstanding,  unless GBM  otherwise
consents, in advance, in writing:

6.1  CCI shall neither  cause nor permit GBnet or any of the GBnet  Subsidiaries
     to:

     (a)  sell or transfer any GBnet Shares,  or any of the GBnet  Subsidiaries'
          Stock, as applicable; or

     (b)  issue any new shares of stock of GBnet, in addition to the 1,000 GBnet
          Shares  outstanding as of the Closing Date, or issue any new shares of
          stock in addition to the respective number of shares outstanding as of
          the Closing Date and forming part of the Subsidiaries' Stock.

6.2  CCI shall  neither  cause nor permit GBnet to declare and pay any dividends
     or make any other  distributions,  including  redemptions and repurchase of
     securities,  until the totality of the outstanding  balance of the Purchase
     Price is paid in full to GBM.

6.3  Neither CCI, nor GBnet or any of the GBnet  Subsidiaries shall (i) take any
     action out of the  ordinary  course of  business  which may have a Material
     Adverse Effect on the assets or  liabilities of GBnet:  or any of the GBnet
     Subsidiaries,  as existing as of the Closing Date, or the  continuation  of
     services of the Network,  as conducted as of the Closing Date; (ii) sell or
     transfer in any way any of the Network's  assets other than in the ordinary
     course of business,  unless GBnet or the GBnet Subsidiary involved receives
     full value for it; or (iii) amend,  or cause to amend,  as applicable,  the
     charter or Bylaws, or other  organizational  documents,  of GBnet or any of
     the GBnet Subsidiaries.

6.4  CCI shall neither  cause nor permit GBnet or any of the GBnet  Subsidiaries
     to incur,  create,  assume,  guarantee or otherwise  become  liable for any
     Indebtedness,  unless, GBnet or the GBnet Subsidiary involved receives full
     value therefor and immediately  thereafter and after giving effect thereto,
     the following conditions are satisfied:

     (a)  After  the  second  anniversary  of the  Closing  Date,  the  rate  of
          consolidated  Total  Indebtedness of GBnet to  consolidated  not worth
          determined in accordance with GAAP of GBnet does not exceed 2.5: 1.

     (b)  The  ratio  of   Consolidated   Annualized   Cash  Flow  to  Pro-Forma
          Consolidated  Debt  Service of GBnet is at least:  (i) 0.5 : 1 for the
          year 2001; and (ii) 0.8: 1 for the year 2002 and afterwards;

     provided,  that the conditions set forth in (b) above,  shall be considered
     satisfied if the  Promissory  Notes due and payable for the previous  years
     have been fully and timely paid, as provided in Section 2.04(b) hereof.

6.5  CCI shall neither  cause nor permit GBnet or any of the GBnet  Subsidiaries
     to  grant,  create  or  assume  any  Lien on the  property  of GBnet or the
     property of any of the GBnet Subsidiaries, unless:

     (a)  Such  Lien  relates  to  obligations  incurred  for a proper  business
          purpose  of GBnet or of the  GBnet  Subsidiary;  and

     (b)  GBnet or the involved GBnet  Subsidiary  thereby  receives  equivalent
          value therefor; and

     (c)  Conditions 6.04(a) and (b) hereof are also satisfied.

                          ARTICLE VII. INDEMNIFICATION

7.1  Indemnification  and  Payment of  Damages  by GBM.

Subject to the  provisions  of Section  9.04,  and to  limitations  set forth in
Sections 7.03 and 7.04 herein,  GBM will indemnify and hold harmless CCI and its
Subsidiaries,   Affiliates,   directors,   principals,   agents,  employees  and
controlling persons (collectively, the "CCI Indemnities") for the amount of, any
loss,  liability,  claim, damage,  expense (including costs of investigation and
defense and reasonable attorneys' fees) (collectively,  "CCI Damages"), arising,
directly or indirectly, from or in connection with:

     (a)  any material breach of any  representation  or warranty made by GBM in
          this Agreement or in any other  certificate  or document  delivered by
          GBM pursuant to this Agreement;  and

     (b)  any material  breach by GBM of any covenant or obligation of GBM under
          this Agreement; and

     (c)  any liability of GBnet or any of the GBnet  Subsidiaries  not shown in
          GBnet's Financial  Statements,  or in any Schedule hereto,  other than
          liabilities  incurred since the date of such  Financial  Statements in
          the ordinary  course of business or arising in connection with or from
          or after the Closing,  except as may result from a breach or violation
          thereof prior to the Closing; and

     (d)  any  liability  arising from third party claims  against  GBnet or the
          GBnet  Subsidiaries  for  breach of a Material  Contract  or any other
          cause of action occurring or accruing prior to the Closing,  except to
          the extent that it may have been reserved in the Financial  Statements
          or disclosed in any Schedule; and

     (e)  any liability  arising out of any claims by any GBM's  shareholders on
          account for or in connection with the sale of the GBnet Shares to CCI.

7.2  Indemnification  and Payment of Damages by CCI.

CCI  will  indemnify  and  hold  harmless  GBM,  its  Subsidiaries,  Affiliates,
directors,  principals, agents, employees and controlling persons (collectively,
the "GBM Indemnities") for the amount of, any loss,  liability,  claim,  damage,
expense (including costs of investigation and defense and reasonable  attorneys'
fees) (collectively, "GBM Damages"), arising, directly or indirectly, from or in
connection with:

     (a)  any material breach of any  representation  or warranty made by CCI in
          this Agreement or in any other  certificate  or document  delivered by
          CCI pursuant to this Agreement; and

     (b)  any  material  breach by CCI of any covenant or  obligation  of CCI in
          this Agreement.

7.3  Time Limitations.

     (a)  If the Closing occurs, GBM will have no liability for indemnification,
          or otherwise,  with respect to any  representation or warranty,  other
          than those in Sections 3.01, 3.02(first paragraph),  3.03, 3.05, 3.09,
          3.10, 3.12 and 3.13, unless CCI notifies GBM of a claim specifying the
          factual  basis of that claim in  reasonable  detail to the extent then
          known by CCI within four (4) years of the Closing Date.

     (b)  If the Closing occurs, CCI will have no liability for indemnification,
          or otherwise,  with respect to any  representation or warranty,  other
          than  those  made  by CCI  in the  Ancillary  Agreements,  unless  GBM
          notifies CCI of a claim  specifying the factual basis of that claim in
          reasonable  detail to the extent  then  known by GBM  within  four (4)
          years of the Closing Date.

7.4   Limitations on Amount.

     (a)  GBM and CCI will have no liability,  for indemnification or otherwise,
          with  respect to the matters  described in Section 7.01 and 7.02 until
          the total of all Damages with respect to such matters  exceeds  THIRTY
          THOUSAND UNITED STATES DOLLARS (USD30,000) (the "Threshold"); provided
          that the foregoing  limitation  shall not apply to any amounts owed by
          CCI to  GBM  under  any of the  Ancillary  Agreements.  CCI  will  use
          reasonable efforts to provide notice to GBM of claims for CCI Damages,
          and vice versa; provided, however, that failure to provide such notice
          will not prejudice the claimant's rights  hereunder.  GBM shall not be
          prejudiced by any failure to promptly  dispute any claim for or notice
          of CCI Damages, and vice versa.

     (b)  The  aggregate  liability  of CCI  and  GBM  (for  indemnification  or
          otherwise)  with respect to the matters  described in Section 7.01 and
          7.02 shall not exceed ONE MILLION THREE HUNDRED THOUSAND UNITED STATES
          DOLLARS  (USD1,300,000)  (the "ceiling"),  for any reason  whatsoever;
          provided,  however,  that the foregoing  limitation shall not apply to
          any amounts owed by CCI to GBM under the Pledge  Agreement  and/or the
          Promissory Notes.

     (c)  The amount limitations in Section 7.04(b) will not apply to CCI claims
          for  breach  of  representations  and  warranties  in  Sections  3.01,
          3.02(first  paragraph),  3.03, 3.05, 3.08, 3.09, 3.10, 3.12, 3.13, and
          3.18.

     (d)  The amount limitations in Section 7.04(b) will not apply to GBM claims
          for breach of  representations  and warranties in Sections 4.01,  4.02
          (first  paragraph),  4.03,  4.05, 4.06, 4.07, 4.08, 4.09 and 4.10, and
          4.12.

7.5 Procedure For Indemnification: Third Party Claims.

     (a)  Promptly  after receipt by an Indemnitee  under Section 7.01 and 7.03,
          of notice of the commencement of any proceeding  against it by a third
          party,   such   Indemnitee   will,  if  a  claim  is  to  be  made  or
          indemnification   under  any  such   Section,   give   notice  to  the
          indemnifying  party (the  "Indemnitor")  of the  commencement  of such
          claim,  but the failure to notify the Indemnitor  will not relieve the
          Indemnitor of any liability that it may have to any Indemnitee, except
          to the extent  that the  Indemnitor  demonstrates  that the defense of
          such action has been  prejudiced by the  Indemnitee's  failure to give
          such notice.

     (b)  If any proceeding  referred to in this Section 7.05 is brought against
          an  Indemnitee   and  it  gives  notice  to  the   Indemnitor  of  the
          commencement  of such  proceeding,  the Indemnitor will be entitled to
          participate  in such  proceeding  and, to the extent that it wishes to
          assume  the  defense  of  such  proceeding  with  counsel   reasonably
          satisfactory  to the Indemnitee  and, after notice from the Indemnitor
          to the  Indemnitee  of its  election  to assume  the  defense  of such
          proceeding, the Indemnitor will not, as long as it diligently conducts
          such defense,  be liable to the Indemnitee  under Section 7.05 for any
          fees of other  counsel  or any  other  expenses  with  respect  to the
          defense of such proceeding,  in each case subsequently incurred by the
          Indemnitee in connection  with the defense of such  proceeding,  other
          than reasonable costs of investigation.

     (c)  If the Indemnitor assumes the defense of a proceeding,
          (i)  no compromise or settlement of such claims may be effected by the
               Indemnitor  without the  Indemnitee's  consent which shall not be
               unreasonably withheld or untimely delayed, unless (a) there is no
               finding or admission of any  violation of legal  requirements  or
               any  violation  of the  rights of any Person and no effect on any
               other claims that may be made against the Indemnitee, and (b) the
               sole relief provided is monetary  damages or other  consideration
               to be paid or satisfied in full by the Indemnitor; and
          (ii) the  Indemnitee  will  have  no  liability  with  respect  to any
               compromise  or  settlement  of such claims  effected  without its
               consent  which  shall not be  unreasonably  withheld  or untimely
               delayed.

     (d)  If  notice  is  given  to an  Indemnitor  of the  commencement  of any
          proceeding and the Indemnitor does not, within ten (10) days after the
          Indemnitee's  notice is given,  give notice to the  Indemnitee  of its
          election to assume the defense of such proceeding, the Indemnitor will
          be  bound  by  any  determination  made  in  such  proceeding  or  any
          compromise or settlement effected by the Indemnitee.

7.6  Procedure  for   Indemnification:   Other  Claims.

A claim for indemnification for any matter not involving a third-party claim may
be asserted by written notice to the party from whom  indemnification  is sought
describing  in  reasonable  detail the basis for such claim and  presenting  all
available documentation with respect thereto.

7.7 Payment of Indemnification.

Claims for  indemnification  under this  ARTICLE VII shall be paid or  otherwise
satisfied by the  indemnitor  within  thirty (30) days after  notice  thereof is
given by the Indemnitee.

                            ARTICLE VIII. TERMINATION

8.1   Termination  Events.

This Agreement may be terminated and the transactions  contemplated  hereby
may be abandoned, but not later than the Closing Date:

     (a)  by mutual written consent of CCI and GBM;

     (b)  by CCI,  in its  sole  discretion,  if any of the  representations  or
          warranties  of GBM contained  herein are not in all material  respects
          true,  accurate  and  complete as of the  applicable  date,  or if GBM
          breaches any covenant or agreement contained herein;

     (c)  by GBM,  in its  sole  discretion,  if any of the  representations  or
          warranties  of CCI contained  herein are not in all material  respects
          true,  accurate  and  complete as of the  applicable  date,  or if CCI
          breaches any covenant or agreement contained herein;

     (d)  by either  Party,  if the  Closing  has not  taken  place on or before
          December 15, 1999,  unless:  (a) the Parties  mutually agree to extend
          the deadline for Closing; or (b) the failure to consummate the Closing
          on or prior to such date is solely due to such Party's fault.

8.2  Effect  of  Termination.

In the event of a termination of this Agreement pursuant to Section 8.01, above,
written  notice  thereof  shall  promptly be given to the other Party hereto and
this Agreement shall terminate and the transactions contemplated hereby shall be
abandoned without further action by the other Party hereto. Notwithstanding such
termination,  each Party shall have the right to seek  damages in the event of a
breach by the other party of its obligations under this Agreement.

8.3 Survival of Certain Provisions.

Notwithstanding  anything  to the  contrary  contained  herein,  the  respective
obligations  of the  Parties  pursuant to Sections  3.19,  4.04,  9.07 and 9.16,
hereof, shall survive the termination of this Agreement.

                         ARTICLE IX. GENERAL PROVISIONS

9.1 Notices.

Notices and other  communications  provided  for herein  shall be in writing and
shall  be  delivered  by  hand  or  overnight   international  courier  service,
air-mailed  or sent by  graphic  scanning  or  other  telegraphic  communication
equipment  available to both,  the sending  Party and the  receiving  Party,  as
follows:

If to GBM:
               GENERAL BUSINESS MACHINES CORPORATION ("GBM")
               GBM Building, Paseo Colon
               San Jose Costa Rica
               Attention: Mr. Alfredo Darquea Sevilla, C.F.O.
               Tel: (506) 256-2200
               Fax: (506) 223-9532

With a copy to:
               Dr. Ernesto Cruz, General Counsel
               848 Brickell Avenue, Suite 800
               Miami, Florida 33131, U.S.A.
               Tel: (305) 789-7019
               Fax: (305) 374-7553

If to PURCHASER:
               CONVERGENCE COMMUNICATIONS INCORPORATED ("CCI")
               102 West 500 South, Suite 320
               Salt Lake City, State of Utah 84101, U.S.A.
               Attention: Mr. Troy D'Ambrosio, Senior Vice-President
               Tel: (801) 328-5618
               Fax: (801) 532-6060

With a copy to:
               Mr. Gaston Acosta-Rua
               THE FONDELEC GROUP INC.
               333 Ludlow Street
               Stamford, Connecticut 06902, U.S.A.
               Tel: (203) 326-4750
               Fax: (203) 326-4578

And to:
               Mr. Luis Alonso Medina
               JAIME, MEDINA, MINERO & ASOCIADOS
               Calle y Colonia Roma, No. 23
               San Salvador, El Salvador
               Tel: (503) 298-1671; 298-1701
               Fax: (503) 224-3679

All notices and other  communications given to either Party hereto in accordance
with the provisions of this Agreement  shall be deemed to have been given on the
date of receipt if  delivered by hand or  overnight  courier  service or sent by
telex, graphic scanning or other telegraphic  communications equipment available
to both the sender and the receiver, or on the date five (5) Business Days after
dispatch by certified or registered mail if mailed, in each case delivered, sent
or mailed  (properly  addressed) to such Party as provided in this Section 9.01,
or in accordance  with the latest  unrevised  direction from such Party given in
accordance with this Section.

9.2   Entire  Agreement.

This Agreement,  including its Exhibits and Schedules,  and Ancillary Agreements
constitute the entire agreement  between the Parties relative to the acquisition
of GBnet and  supersedes  any  written or verbal,  previous  or  contemporaneous
agreements  between the Parties with respect to the  acquisition of GBnet or the
transactions contemplated herein, which are hereby superseded by this Agreement,
its  Exhibits  and  Schedules  and  Ancillary   Agreements,   including  without
limitation  that certain Heads of Agreement  dated August 24, 1999, by and among
CCI, GBM and FondElec Group Inc.

Each of the Parties hereto hereby  acknowledges and agrees that each of them has
been advised by counsel during the course of  negotiations  and had  significant
input in the  development  of this  Agreement  and  this  Agreement  shall  not,
therefore,  be construed  more strictly  against any party  responsible  for its
drafting,  nor shall this  Agreement be  interpreted  as favoring any party with
regard  to any  preemption  or rule  requiring  construction  against  the party
causing this Agreement to be drafted.

9.3  Covenants Against Unfair Competition.

     (a)  GBM Covenants to CCI. GBM agrees that for a continuous  period of four
          (4) years, beginning on the date hereof:
          (i)  will not, directly or indirectly,  engage in any of the countries
               of the  GBnet  Region  in any  business  activity  that  directly
               competes with the business of GBnet or the GBnet  Subsidiaries as
               it exists on the Closing  Date,  that is, the  provision to third
               parties of data transmission,  telephone internet access,  direct
               broadcast  satellite  systems,   point  to  point,  or  point  to
               multipoint,  multichannel  distribution  systems,  master antenna
               television systems,  community antenna, vareline or other type of
               franchise  hardwire or wireless  cable  television  system  which
               provides voice, video or data services.
          (ii) GBM shall not, directly or indirectly, for itself or on behalf of
               or in  conjunction  with any  Person:  (a)  Divert or  attempt to
               divert  business or customers of GBnet or the GBnet  Subsidiaries
               by soliciting,  negotiating or transacting  any business which is
               the same as or similar to the GBnet business with any customer of
               GBnet or of the GBnet Subsidiaries;  (b) Engage in any other acts
               which directly or indirectly  affect,  circumvent,  compromise or
               undermine  GBnet's  relationship  with any  GBnet  customer;  (c)
               Disclose  to any  competitor  of GBnet the  identity of any GBnet
               customers.

     (b)  CCI's Covenants to GBM. CCI hereby agrees that for a continuous period
          of four (4) years,  beginning on the Closing Date, neither CCI, GBnet,
          any of the GBnet Subsidiaries, or any Affiliates thereof:
          (i)  Shall,  directly or indirectly,  for itself or on behalf of or in
               conjunction  with any Person,  engage in any of the  countries of
               the Region in any business  activity  that directly or indirectly
               (a) competes with the GBM Business, as conducted by GBM, directly
               or  indirectly  through the GBM  Subsidiaries,  as of the Closing
               Date; divert or attempt to divert business or customers of GBM or
               its Subsidiaries,  by soliciting,  negotiating or transacting any
               business which is similar to the GBM business;  (c) engage in any
               other acts  which  directly  or  indirectly  affect,  circumvent,
               compromise or undermine GBM's or its  Subsidiaries'  relationship
               with any of its customers;  (d) disclose to any competitor of GBM
               the identity of any GBM customers.
          (ii) Shall employ or offer  employment  to any person who, on the date
               hereof or within the three (3) years  immediately  preceding  the
               date of execution of this Agreement,  is or has been an employee,
               officer or  director  of GBM,  its  Subsidiaries  or  Affiliates,
               unless GBM express consents in writing to such employment, except
               for the Employees to be Retained.

The  Parties  agree and  acknowledge  that the  restrictions  contained  in this
Section are  reasonable  in scope and duration and are necessary to protect each
Party's rights.  Each of the Parties agree and  acknowledge  that upon breach of
any provision of this Section by the other Party, the non-breaching  Party shall
be  entitled to  injunctive  relief,  specific  performance  or other  equitable
relief;  provided,  however, that, this shall in no way limit any other remedies
which the non-breaching Party may have in law or in contract, including, without
limitation, the right to seek monetary damages.

9.4  Survival  of  Representations,   Warranties,  and  Covenants.

All covenants, agreements, representations and warranties made by CCI and GBM in
this Agreement, or in certificates or other documents,  prepared or delivered in
connection with this Agreement,  shall be considered to have been relied upon by
each of the  Parties  and shall  survive  the  execution  and  delivery  of this
Agreement or such  certificate  or other document for a period of four (4) years
from the date hereof, except as provided in Section 7.03 hereof.

9.5  Assignment.

This Agreement and the rights hereunder or under the Ancillary  Agreements shall
not be  assignable  or  transferable  by either Party  without the prior written
consent of the other  Party  hereto;  provided  that CCI's  consent,  written or
otherwise,  will not be required for the transfer,  assignment or endorsement of
the Promissory Notes or the Pledge Agreement by GBM.

9.6   No  Third-Party  Beneficiaries.

This Agreement is for the sole benefit of the Parties hereto and their permitted
assignees and nothing herein  expressed or implied shall give or be construed to
give to any Person, other than the Parties hereto and such assignees,  any legal
or equitable rights hereunder.

9.7 Expenses.

All costs and expenses incurred in connection with this Agreement, the Ancillary
Agreements and the  Supplementary  Agreements and the transactions  contemplated
hereby and thereby, shall be paid by the Party incurring such costs or expenses.
All stamp and other  transfer  taxes  which may be  payable  in  respect  of the
execution  and  delivery of this  Agreement,  the  Ancillary  Agreements  or the
transfer  of the GBnet  Shares to CCI shall be borne by CCI,  except  for income
taxes or capital gain taxes which  legally may be applicable to GBM. CCI further
agrees to indemnify GBM from and hold it harmless against any documentary taxes,
assessments  or  charges  made by any  Governmental  Authority  by reason of the
execution  or  delivery  of this  Agreement,  the  Ancillary  Agreements  or the
transfer of the GBnet Shares to CCI

The provisions of this Section 9.07 shall remain operative and in full force and
effect regardless of the consummation of the transactions contemplated herein or
in any Ancillary Agreement, or the invalidity or unenforceability of any term or
provision of this  Agreement,  any Ancillary  Agreement or any other  agreements
related  hereto or thereto.  All amounts due under this under this Section shall
be payable on written demand therefor.

         9.8 Applicable  Law. This Agreement,  the Ancillary  Agreements and any
other  agreements  and documents  delivered by the Parties and related hereto or
thereto, shall be governed by and construed in accordance with the internal laws
of the  State of  Florida  applicable  to  agreements  made and to be  performed
entirely  within  Florida,  without regard to the conflicts of law principles of
such State.

9.9 Waivers; Amendments.

     (a)  No failure or delay by the  Parties in  exercising  any power or right
          hereunder shall operate as a waiver  thereof,  nor shall any single or
          partial  exercise of any such right or power,  or any  abandonment  or
          discontinuance of steps to enforce such a right or power, preclude any
          other or further  exercise  thereof or the exercise of any other right
          or power.

     (b)  Neither this Agreement nor any provision hereof may be waived, amended
          or modified  except  pursuant to an agreement or agreements in writing
          entered into by CCI and GBM.


9.10  Waiver  of  Jury  Trial.

EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT,  ANY OF THE ANCILLARY  AGREEMENTS,  OR ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH. EACH PARTY HERETO
(1), CERTIFIES THAT NO REPRESENTATIVE,  AGENT OR ATTORNEY OF THE OTHER PARTY HAS
REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT THE OTHER  PARTY WOULD NOT, IN THE
EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (2), ACKNOWLEDGES
THAT IT AND THE  OTHER  PARTY  HERETO  HAVE  BEEN  INDUCED  TO ENTER  INTO  THIS
AGREEMENT BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

9.11  Severability.

In the  event  any one or more of the  provisions  contained  in this  Agreement
should be held invalid,  illegal or unenforceable in any respect,  the validity,
legality and enforceability of the remaining  provisions  contained herein shall
not in any way be affected or impaired  thereby.  The Parties shall  endeavor in
good-faith  negotiations  to  replace  the  invalid,  illegal  or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

9.12 Counterparts.

This  Agreement  may be  executed in any number of  counterparts,  each of which
shall  constitute  an  original  but all of  which  when  taken  together  shall
constitute  but one contract,  and shall become  effective when one or more such
counterparts  have been signed by each of the Parties and delivered to the other
Party.

9.13  Headings.

Section headings used herein are for convenience of reference only, are not part
of this  Agreement,  and are not to affect the  construction  of, or to be taken
into consideration in interpreting, this Agreement.

9.14  Conciliation  of Disputes.

In the event there is a dispute under any of the  Transaction  Documents,  other
than any of the Ancillary Agreements, the Parties will meet with one another and
diligently attempt to resolve their disagreements.  If they are unable to do so,
then upon request of any Party to the dispute, they will conciliate the dispute,
utilizing  a  single   conciliator   pursuant  to  the  ICC  Rules  of  Optional
Conciliation in a proceeding to take place in Miami, Florida, and carried out in
the English language.  If, after thirty (30) calendar days, the mediation is not
successful,  then the  Parties  would be free to bring  any  action in law or in
equity they deemed  appropriate  to protect their  interests.  The provisions of
this Section shall not apply to any actions or  proceedings  for  non-payment of
sums due, or otherwise, under the Ancillary Agreements.

9.15   Jurisdiction; Consent to Service of Process.

     (a)  Both of the  Parties  hereto,  CCI and  GBM,  hereby  irrevocably  and
          unconditionally  submit,  for  themselves and their  property,  to the
          jurisdiction  of  any  court  of  the  State  of  Florida  sifting  in
          Miami-Dade County,  Florida, or any Federal court of the United States
          of America  sifting in the Southern  District of the State of Florida,
          and any appellate  court from any such court,  in any suit,  action or
          proceeding  arising  out  of or  relating  to  this  Agreement  or any
          Ancillary  Agreement,   or  for  recognition  or  enforcement  of  any
          judgment,  and  each of the  Parties  hereto  hereby  irrevocably  and
          unconditionally  agrees  that all  claims in respect of any such suit,
          action or  proceeding  may be heard and  determined  in such  State of
          Florida court. or Federal court. It shall be a condition  precedent to
          each Party's right to bring any such suit,  action or proceeding  that
          such suit, action or proceeding,  in the first instance, be brought in
          such State of Florida  court or, to the extent  permitted  by law,  in
          such Federal court (unless such suit,  action or proceeding is brought
          solely to obtain  discovery or to enforce a judgment),  and if each of
          such State of Florida  court and such Federal  court refuses to accept
          jurisdiction with respect thereto, such suit, action or proceeding may
          be brought in any other court of competent  jurisdiction.  No Party to
          this  Agreement  may move to (1)  transfer  any such  suit,  action or
          proceeding  from such State of Florida  court or any Federal  court of
          the United  States of  America  sifting  in the State of  Florida,  to
          another  jurisdiction,  (2)  consolidate  any  such  suit,  action  or
          proceeding  brought in such State of  Florida  court or Federal  court
          with a suit,  action or  proceeding  in  another  jurisdiction  or (3)
          dismiss any such suit or  proceeding  brought in such State of Florida
          court or any Federal court of the United States of America  sifting in
          the State of Florida,  for the purpose of bringing the same in another
          jurisdiction.  Each Party  agrees  that a final  judgment  in any such
          suit,  action or proceeding shall be conclusive and may be enforced in
          any other  jurisdiction by suit on the judgment or in any other manner
          provided by law.

     (b)  CCI and GBM each hereby irrevocably and unconditionally waives, to the
          fullest  extent it may legally and  effectively  do so, any  objection
          which it may now or hereafter have to the laying of venue of any suit,
          action or  proceeding  arising  out of or  relating  to the  Ancillary
          Agreements in any State of Florida court sifting in Miami-Dade County,
          Florida, or any Federal court sifting in the State of Florida. CCI and
          GBIVI hereby  irrevocably  waives,  to the fullest extent permitted by
          law, the defense of an  inconvenient  forum to the maintenance of such
          suit,  action or proceeding in such court and further waives the right
          to object, with respect to such suit, action or proceeding,  that such
          court  does not have  jurisdiction  over such  Party.  (c) Each of the
          Parties,  CCI and GBM,  hereby  irrevocably  consents  to  service  of
          process in the manner  provided  for notices in Section  9.01  hereof;
          nothing in this  Agreement  will  affect the right of either  Party to
          this Agreement to serve process in any other manner permitted by law.

9.16  Confidentiality; Publicity.

Each  of  the  Parties   agrees  that  their   undertakings   to  preserve   the
confidentiality  of  information,  and to use  such  information  only  for  the
specific  purposes of this Agreement,  as set out in that certain Non Disclosure
and  Confidentiality  Agreement  between CCI and GBM, dated the 28th of January,
1999,  attached hereto as Exhibit 1, shall continue in full force and effect and
apply to any and all information  exchanged in furtherance of the acquisition of
GBnet and otherwise pursuant to this Agreement or any other agreements  referred
to herein.

CCI  and GBM  agree  that no  public  release,  announcement  or  other  form of
publicity  concerning  the  transactions  contemplated  hereby,  and  under  the
Ancillary Agreements or any other agreements referred to herein, shall be issued
by either Party, without the prior written consent of the other Party, except as
such release or announcement may be required by applicable local or foreign law,
rules or regulations of any Government Authority.

9.17 Consequential Damages.

Neither  GBM nor CCI  shall  be  liable  to any  Person  for any  consequential,
incidental,  special or punitive  damages  arising out of or in connection  with
this Agreement,  the Ancillary  Agreements or any other  agreements  referred to
herein.

9.18     Time Of  Essence.

With  regard to all  dates and time  periods  set forth or  referred  to in this
Agreement, time is of the essence.

         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

          PURCHASER:
          CONVERGENCE COMMUNICATIONS, INC. ("CCI")
          A State of Nevada Corporation

          By:     /s/
          Name:   Troy D'Ambrosio
          Title:  Sr. Vice President
          Place:  Miami, Florida, United States of America

          GBM:
          GENERAL BUSINESS MACHINES CORPORATION ("GBM")
          A British Virgin Islands international business company.

          By:     /s/
          Name:   Armando Gonzalez
          Title:  President and C.E.O.
          Place:  Miami, Florida, United States of America