EXHIBIT 10.13

                             FORM OF PROMISSORY NOTE

          ISSUED IN CONNECTI0N WITH THE SECURITIES PURCHASE AGREEMENT
                            DATED DECEMBER 23, 1998

         THE SECURITIES  REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES  ACT OF 1933, AS AMENDED,  OR PURSUANT TO THE SECURITIES
         OR "BLUE SKY" LAWS OF ANY STATE.  SUCH  SECURITIES  MAY NOT BE OFFERED,
         SOLD, TRANSFERRED,  PLEDGED,  HYPOTHECATED OR OTHERWISE ASSIGNED, SOLD,
         TRANSFERRED,   PLEDGED,  HYPOTHECATED  OR  OTHERWISE  ASSIGNED,  EXCEPT
         PURSUANT  TO  (i)  A  REGISTRATION   STATEMENT  WITH  RESPECT  TO  SUCH
         SECURITIES  WHICH IS  EFFECTIVE  UNDER SUCH ACT,  (ii) RULE 144 OR RULE
         144A UNDER SUCH ACT,  OR (iii) ANY OTHER  EXEMPTION  FROM  REGISTRATION
         UNDER SUCH ACT, PROVIDED THAT, IF REQUESTED BY THE COMPANY,  AN OPINION
         OF COUNSEL  REASONABLY  SATISFACTORY IN FORM AND SUBSTANCE IS FURNISHED
         TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF
         SUCH ACT IS AVAILABLE.

                        CONVERGENCE COMMUNICATIONS, INC.

                    Subordinated Exchangeable Promissory Note


December 23, 2001                                                     $5,000,000


         Convergence  Communications,  Inc., a Nevada corporation (herein called
the  "Company"),  hereby  promises  to pay to the  order of  FondElec  Essential
Services  Growth  Fund,  L.P.,  a Cayman  Islands  limited  partnership,  or its
successors  or  assigns  (the  "Holder"),  in  accordance  with  the  terms  and
conditions herein, the principal sum of Five Million Dollars  ($5,000,000),  and
accrued and unpaid  interest  thereon.  The  principal  amount  hereof,  and the
interest  thereon,  shall be payable in lawful  currency of the United States of
America to the Holder at the  registered  address of the Holder on the  Maturity
Date (as defined in Article 1).

         This Subordinated  Exchangeable Promissory Note (this "Note") is one of
a duly authorized  issue of notes due December 23, 2001 (the "Notes") limited to
an aggregate principal amount of $10,000,000,  issued by the Company pursuant to
or  in  connection   with  a  Securities   Purchase   Agreement  (the  "Purchase
Agreement"),  dated as of the date  hereof  by and  among  the  Company  and the
Purchasers parties thereto.

         The  following  is a  statement  of the  rights of the  Holder  and the
conditions  to which  this  Note is  subject,  and to which the  Holder,  by the
acceptance hereof, agrees:

                  1.  Maturity  Date.  The  principal  amount  hereof,  and  the
interest  therefor,  shall be payable  on the date  which is the  earlier of (i)
December 23, 2001 or (ii) the date of exchange of this Note  pursuant to Article
4 hereof (the "Maturity Date").

                  2. Interest.  Interest on the unpaid  principal  amount hereof
shall accrue at the rate of ten percent (10%) per annum computed on the basis of
a 365-day year from the date of this Note until paid in full.  During the period
in which an Event of  Default  (as  defined  in  Article  7 hereof)  shall  have
occurred and is continuing, interest on the outstanding principal amount of this
Note shall accrue at the rate of fifteen (15%) per annum.

                  3.  Prepayment.

                  3.1 Optional  Prepayment.  The Company may prepay all, but not
less than all,  of the  principal  amount of this Note at any time upon  fifteen
(15) days' written notice to the Holder at a price equal to the principal amount
of this Note,  plus all accrued and unpaid  interest to the date of  prepayment;
provided,  however,  that in the event the Company gives notice to the Holder of
its intent to prepay this Note in full,  the Holder shall have five (5) business
days after its receipt of such notice  within  which to  exercise  its  exchange
right as  provided in Article 4 hereof.  All  payments  received  shall first be
applied to accrued interest and then to principal.

                  3.2 Mandatory Prepayment.  While this Note is outstanding,  if
the Company  undertakes  any of the following  transactions  and any of Holder's
designees on the Board of Directors  shall have voted against such  transaction,
then the Holder may  declare the entire  principal  amount of this Note plus all
accrued  interest to be due and payable upon ten (10) days written notice to the
Company:

                  (a) The merger,  consolidation  or amalgamation of the Company
with any other person,  unless the Company is the surviving  corporation  in any
such merger,  consolidation  or  amalgamation,  or the  engagement  in any other
business combination;

                  (b) The transfer or other  disposition of all or substantially
all of the assets of the Company or the acquisition, by asset or stock purchase,
merger  or  otherwise,  of the  assets  or stock  of any  other  corporation  or
partnership;

                  (c) Any  action  that  would  amend,  modify  or  restate  the
Articles of Incorporation or By-Laws of the Company; and

                  (d) The Company's engaging in any material business operations
other than those relating to the telecommunications industry.

                  4.  Right of Exchange.

                  4.1 Right of Exchange.  The Holder of this Note is entitled to
the exchange rights and other benefits  provided under Article 8 of the Purchase
Agreement,  including,  without  limitation,  the right of the Holder to provide
notice to the  Company in the form of  Attachment  No. 1 hereto in the event the
Holder elects to exchange the Note for securities of the Company.

                  4.2  Purchase  Obligation.  If the  Company  has (i) issued at
least  $10,000,000  face amount of Series C  Preferred  Stock (as defined in the
Purchase  Agreement)  of the Company to persons  other than the  Purchasers  (as
defined in the Purchase  Agreement)  prior to July 1, 1999 and (ii) delivered to
the Holder an opinion of counsel  reasonably  satisfactory to the Holder and its
counsel that the Series C Preferred Stock shall have a preference in liquidation
to receive its full  liquidation  preference prior to any payments to holders of
the Series B Preferred Stock of the Company,  the Company may require the Holder
to exchange  all, but not less than all, of this Note into a number of shares of
Series C Preferred Stock having a liquidation  preference equal to the principal
amount  outstanding of the Note plus the accrued but unpaid interest on the Note
through the date of exchange.

                  5.  Subordination.

                  5.1 Subordination to Senior  Indebtedness.  The payment of the
principal of and interest on this Note is expressly  subordinated to the payment
of all Senior  Indebtedness,  as hereinafter defined, to the extent set forth in
this Article 5. The term "Senior  Indebtedness"  shall mean all indebtedness and
other amounts which the Company may be obligated to pay under the terms of those
certain transactions identified on Schedule A attached hereto, together with any
increases,   renewals,   modifications,   assumptions  or  refundings   thereof.
Notwithstanding the foregoing, no Senior Indebtedness shall impair the rights of
the  Holder to  exchange  this Note in  accordance  with the terms of  Article 4
hereof.

                  5.2  Priority of Senior  Indebtedness  on Default.  No payment
with respect to this Note shall be made by the Company or received by the Holder
if there  is  outstanding  at the time  such  payment  is to be made any  Senior
Indebtedness  and there exists at such time, or immediately  after giving effect
to such payment there would exist, any default in the payment of principal of or
any premium or interest on any Senior Indebtedness or any other event of default
under the terms of any Senior  Indebtedness then outstanding,  which default has
not been waived or cured prior thereto.

                  5.3 Priority of Senior  Indebtedness on Liquidation.  Upon any
payment  or  distribution  of assets of the  Company  of any kind or  character,
whether in cash,  property or securities,  to creditors upon any  dissolution or
winding up or total or partial  liquidation  or  reorganization  of the Company,
whether voluntary or involuntary, or in bankruptcy, insolvency,  receivership or
other  proceedings,  all  amounts due or to become due in respect of any and all
Senior  Indebtedness  shall first be paid in full and payment or distribution of
assets of the  Company of any kind or  character,  whether in cash,  property or
securities,  to which the Holder would be entitled  shall be paid to the holders
of  Senior  Indebtedness  (pro  rata to each  such  holder  on the  basis of the
respective  amounts  of  Senior  Indebtedness  held by such  holders  of  Senior
Indebtedness  or on such other basis as the holders of Senior  Indebtedness or a
court of competent jurisdiction shall direct) to the extent necessary to pay all
Senior  Indebtedness  in full after giving effect to any  concurrent  payment or
distribution to or from the holders of Senior  Indebtedness,  before any payment
or distribution is made to the Holder.

                  5.4 Duties of Holder to Holders of Senior Indebtedness. In the
event that any payment or  distribution  of assets of the Company of any kind or
character,  whether in cash,  property or  securities,  shall be received by the
Holder,  in violation of Section 5.2 or Section 5.3, or provision  made for such
payment,  in accordance with its terms,  such payment or  distribution  shall be
(and shall be deemed to be) held in trust for the  benefit of, and shall be paid
over or delivered to, the holders of such Senior Indebtedness for application to
the payment of all Senior Indebtedness remaining unpaid (pro rata to each holder
on the basis of the amount of Senior Indebtedness held by such holder or on such
other  basis as the  holders  of  Senior  Indebtedness  or a court of  competent
jurisdiction  shall  direct)  to the  extent  necessary  to pay all such  Senior
Indebtedness  in full in accordance  with its terms,  after giving effect to any
concurrent  payment  or  distribution  to or for  the  holders  of  such  Senior
Indebtedness.

                  5.5  Enforcement  by  Holders  of  Senior  Indebtedness.   The
provisions  of Sections 5.2, 5.3 and 5.4 shall be for the benefit of the holders
of the Senior  Indebtedness and may be enforced directly by such holders against
the Holder without the necessity of joining the Company as a party.

                  5.6  Subrogation.  Subject to the prior payment in full of all
Senior Indebtedness, to the extent of any payment or distribution to the holders
of Senior  Indebtedness which would,  except for the provisions of this Article,
have been made to the Holder,  the Holder shall be  subrogated  to the rights of
the  holders of Senior  Indebtedness  to receive  payments or  distributions  of
assets of the Company applicable to the Senior  Indebtedness until the principal
of and  accrued and unpaid  interest on this Note shall be paid in full,  and no
such payment or  distribution  to the holders of Senior  Indebtedness  shall, as
among the Company, its creditors (other that the holders of Senior Indebtedness)
and the  Holder,  be deemed to be a payment  by the  Company to or on account of
this Note.  The Holder  shall be  subrogated  to such  rights of the  holders of
Senior  Indebtedness in the same proportion as the principal amount of this Note
then outstanding bears to the aggregate  principal amount then outstanding under
all  indebtedness  of the Company  (including this Note) ranking pari passu with
this Note and containing  subrogation provisions to the same effect as those set
forth herein.

                  5.7  Obligations of the Company  Unimpaired.  It is understood
that the  provisions  of this Article 5 are  intended  solely for the purpose of
defining  the  relative  rights of the  Holder on the one hand and the rights of
holders of Senior  Indebtedness on the other,  and nothing  contained  herein is
intended to or shall impair, as among the Company, its creditors (other than the
holders of Senior  Indebtedness) and the Holder,  the obligation of the Company,
which is unconditional  and absolute,  to pay to the Holder the principal of and
interest  on this Note as and when the same  shall  become  due and  payable  in
accordance  with its terms and without  giving  effect to this  Article 5, or to
affect the relative  rights of the Holder and the other creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein prevent
the Holder from  exercising all remedies  otherwise  permitted by applicable law
upon default of this Note,  subject to the rights,  if any, under this Article 5
of the holders of Senior Indebtedness in respect of cash, property or securities
of the Company receivable or received upon the exercise of any such remedy.

                  6.   Covenants.

                  6.1  Affirmative  Covenants.  From and after  the date  hereof
until the earlier of the Maturity  Date or the date of payment of the  principal
of and accrued  interest on this Note, the Company shall comply with and perform
each of the following covenants and agreements:

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

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

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

                           (c)  such  other  information  with  respect  to  the
                  financial  condition  and  operations  of the  Company and its
                  Subsidiaries as the Holder may reasonably request.

              6.1.2  Payment of Taxes and Claims.  The Company will duly pay and
              discharge,  as  the  same  become  due  and  payable,  all  taxes,
              assessments and governmental  and other charges,  levies or claims
              levied or imposed,  which are, or which if unpaid might become,  a
              lien or charge upon the properties,  assets,  earnings or business
              of the Company or any of its Subsidiaries; provided, however, that
              nothing  contained in this Section 6.1.2 shall require the Company
              to pay and discharge, or cause to be paid and discharged, any such
              tax,  assessment,  charge, levy or claim so long as the Company in
              good faith shall contest the validity  thereof and shall set aside
              on its books adequate reserves with respect thereto.  In the event
              the Company  fails to satisfy its  obligations  under this Section
              6.1.2,  the Holder may,  but is not  obligated  to,  satisfy  such
              obligations in whole or in part and any payments made and expenses
              incurred in doing so shall constitute  additional  indebtedness to
              the  Holder  and shall be paid or  reimbursed  by the  Company  as
              additional principal amount hereunder.

              6.1.3  Selection  of   Accountants.   As  long  as  this  Note  is
              outstanding,  the  Holder  shall  have the  right to  approve  the
              accounting  firm  retained  or to be  retained  by the  Company to
              render   accounting  advice  thereto  (such  approval  not  to  be
              unreasonably  withheld).  The Holder  acknowledges that Deloitte &
              Touche LLP is a satisfactory accounting firm.

              6.1.4 Maintenance of Corporate Existence and Properties.

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

                           (b) The  Company  will as  soon as  practicable  give
                  written notice to the Holder of any litigation, arbitration or
                  governmental  investigation  or  proceeding,  which  has  been
                  instituted or, to the knowledge of the Company,  is threatened
                  against  the  Company  or any of its  Subsidiaries,  or any of
                  their respective  properties,  which (i) involves or is likely
                  to involve a claim or claims for damages,  penalties or awards
                  in excess  of  $100,000  in the case of  claims  for which the
                  Company is not adequately  insured or in excess of $300,000 in
                  the  case of  claims  for  which  the  Company  is  adequately
                  insured;  (ii) if determined  adversely to the Company or such
                  Subsidiary  would have a material  adverse effect thereon;  or
                  (iii)  relates  to the  Purchase  Agreement  or any  documents
                  executed pursuant thereto.

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

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

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

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

                  6.2 Negative  Covenants.  From and after the date hereof until
the Maturity Date or until such later time as the Notes are either  exchanged or
paid in full, the Company shall not, and will cause each of its  Subsidiaries to
not,  without  the  prior  written  consent  of (i) at least a  majority  of the
aggregate  principal  amount of the Notes  then  outstanding  or, for so long as
there are only seven (7)  members on the Board of  Directors  of the Company and
the holders of the Notes each have two (2)  designees on the Board of Directors,
(ii) by the  affirmative  vote of  two-thirds  (2/3) of the  Company's  Board of
Directors  nominated  by the  three  Groups  (as  defined  in the  Stockholders'
Agreement, dated as of December 23, 1998, by and among George D'Ambrosio,  Lance
D'Ambrosio,  Troy D'Ambrosio,  Pegasus Fund, L.P.,  FondElec  Essential Services
Growth Fund, L.P. and Internexus, S.A.):

              6.2.1 Restrictions on Sale of Assets, Consolidations,  Mergers and
              Acquisitions.

              (a) Sell, lease, transfer or otherwise dispose of in excess of 20%
              of its assets.

              (b)  Consolidate  with or merge into any other person or entity or
              permit  any other  person or entity to  consolidate  with or merge
              into it unless the  Company is the  surviving  corporation  in any
              such consolidation or merger; provided, however, that a Subsidiary
              of the Company may consolidate with or merge into the Company or a
              wholly-owned Subsidiary of the Company.

              (c) Subject to Section 6.2.2, acquire, by asset or stock purchase,
              merger or otherwise, the assets or stock of any other corporation,
              partnership or any other entity.

              6.2.2 Additional Indebtedness.  Create, incur, assume or suffer to
              exist any indebtedness for borrowed money ("Borrowed Money") after
              the date hereof  except for (i)  Borrowed  Money  evidenced by the
              Notes, (ii) Senior  Indebtedness,  (iii) other Borrowed Money that
              is consolidated funded indebtedness  (including  capitalized lease
              obligations) of the Company or its Subsidiaries and which does not
              exceed in the aggregate  $20,000,000,  (iv) other  Borrowed  Money
              that is indebtedness of the Company or its Subsidiaries which does
              not exceed in the  aggregate  $10,000,000  and which is related to
              the  acquisition  of a third person on a consolidated  basis,  (v)
              other Borrowed Money that is  indebtedness  of Subsidiaries of the
              Company  which does not exceed in the  aggregate  $20,000,000  and
              which is related to the  purchase of  equipment  or other  capital
              expenditures, (vi) other Borrowed Money, incurred with the consent
              of at least a majority in aggregate  principal amount of the Notes
              at the time  outstanding,  the  proceeds  of which are used in the
              ordinary course of business of the Company or such Subsidiary,  as
              the case may be and  (vii)  other  Borrowed  Money  that is by its
              terms  subordinated  in right of  payment  to the  payment  of the
              obligations  of the  Company  under  the  Notes  and no  principal
              payments  of  which  are due  prior to the  Maturity  Date and the
              holders   of  such   subordinated   indebtedness   enter   into  a
              subordination  agreement satisfactory to the holders of a majority
              in aggregate principal amount of the Notes.

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

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

              6.2.5 Restrictions on Dividends, Distributions and Investments.

                           (a)  Declare  or pay any  dividend  or make any other
                  distributions  on any shares of the Company's  capital  stock,
                  except with respect to the Series B Preferred Stock, $.001 par
                  value per share,  of the Company,  which  dividends  shall not
                  exceed the annual amount of 6.75% per share; or

                           (b)  Issue,  deliver,   sell,  redeem,   purchase  or
                  otherwise acquire any shares of the Company's capital stock or
                  any warrants, rights or other options to purchase such capital
                  stock; provided,  however, that the Company shall be permitted
                  to (i) issue  common  stock,  warrants  or Series C  Preferred
                  Stock  resulting  from the Company's  Financing (as defined in
                  the Purchase  Agreement) and (ii) grant options to purchase up
                  to an aggregate of 10% of the shares of the  Company's  common
                  stock outstanding, as determined on a fully-diluted basis.

              6.2.6    Additional Prohibited Transactions.

              (a) Amend its certificate of incorporation or bylaws;

              (b) Make capital expenditures (including such expenditures made by
              the  Company  and  all  such  Subsidiaries)   exceeding,   in  the
              aggregate, $30,000,000 during any calendar year;

              (c)  Make any  material  change  in the  scope  or  nature  of the
              business of the Company as it is currently being conducted;

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

              (e) Acquire equity securities (other than pursuant to a buyback or
              repurchase of equity  securities  issued by the Company) or assets
              of any other person or entity  involving  payments  aggregating in
              excess of $10,000,000 during any calendar year; or

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

              7. Default.

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

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

                           (b)  Default  shall  be  made in the  performance  or
                  observance  of  any  covenant,   condition,   undertaking   or
                  agreement contained in the Notes, which default shall not have
                  been cured after fifteen (15) days notice of such default; or

                           (c) Any warranty,  representation  or other statement
                  made by or on behalf of the Company  contained in the Notes or
                  in the Purchase  Agreement shall be false or misleading in any
                  material respect at the time such warranty,  representation or
                  other statement, as the case may be, was made; or

                           (d) The  Company  or any of its  Subsidiaries  (other
                  than Caracas Viva Vision TV, S.A.,  Communicaciones Centurion,
                  S.A. or  Communicaciones  Spectrum,  S.A.  (collectively,  the
                  "Venezuelan  Subsidiaries")) shall (i) file a petition seeking
                  relief for itself under the United States  Bankruptcy Code, as
                  now  constituted  or hereafter  amended from time to time,  or
                  file  an  answer   consenting   to,   admitting  the  material
                  allegations of or otherwise not controverting,  or fail timely
                  to controvert,  a petition  filed against the Company  seeking
                  relief  under  the  United  States  Bankruptcy  Code,  as  now
                  constituted  or  hereafter  amended  from time to time or (ii)
                  file a petition  or answer  with  respect to relief  under the
                  provisions  of any other  now-existing  or  future  applicable
                  bankruptcy,  insolvency  or other  similar  law of the  United
                  States  or any  state  thereof  or of  any  other  country  or
                  province   thereof   or   jurisdiction   providing   for   the
                  reorganization,  winding-up or liquidation of  corporations or
                  an  arrangement,  composition,  extension or  adjustment  with
                  creditors; or

                           (e) (i) An order for relief shall be entered  against
                  the  Company  or any  of  its  Subsidiaries  (other  than  the
                  Venezuelan  Subsidiaries)  under the United States  Bankruptcy
                  Code,  as now  constituted  or hereafter  amended from time to
                  time,  which  order is not stayed and remains  unstayed  for a
                  period of 45 days,  (ii) the entry of an  order,  judgment  or
                  decree by operation  of law or by a court having  jurisdiction
                  in the premises which is not stayed and remains unstayed for a
                  period  of 45 days  (A)  adjudging  the  Company  bankrupt  or
                  insolvent under, or ordering relief against the Company under,
                  or approving a properly-filed  petition seeking relief against
                  the Company under the provisions of any other  now-existing or
                  future applicable bankruptcy,  insolvency or other similar law
                  of the  United  States  or any state  thereof  or of any other
                  country or province thereof or jurisdiction  providing for the
                  reorganization,  winding-up or liquidation of  corporations or
                  any  arrangement,  composition,  extension or adjustment  with
                  creditors, (B) appointing a receiver, supervisor,  liquidator,
                  assignee, sequestrator, trustee or custodian of the Company or
                  any of its  Subsidiaries or of any substantial  portion of the
                  property  of the  Company  or any  such  Subsidiaries,  or (C)
                  ordering the reorganization,  winding-up or liquidation of the
                  affairs of the  Company or any of its  Subsidiaries,  or (iii)
                  the expiration of 60 days after the filing of any  involuntary
                  petition  against  the  Company  or any  of  its  Subsidiaries
                  seeking any of the relief  specified in paragraph  (d) of this
                  Section  7.1 or  paragraph  (e) of this  Section  7.1  without
                  dismissal of such petition; or

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

                  7.2 Remedies. In case any one or more of the Events of Default
specified  in Section 7.1 hereof  shall have  occurred  and be  continuing,  the
Holder  shall  have the right to  accelerate  payment  of the  entire  principal
amount,  and all interest accrued  thereon,  and, upon such  acceleration,  such
principal  amount  and  interest  shall  thereupon  become  immediately  due and
payable,  without any presentment,  demand,  protest or other notice of any kind
(which  presentment  demand,  protest  or other  notice  of any kind are  hereby
expressly waived),  and the Company shall forthwith pay to the Holder the entire
then outstanding principal amount, and interest accrued thereon, due pursuant to
this Note.

                  8. Preemptive Rights.

                   8.1  Subsequent  Offerings.  The Holder shall have a right to
purchase its pro rata share on a  fully-diluted  basis of all Equity  Securities
(as defined below) that the Company may, from time to time,  propose to sell and
issue after the date of issuance of the Note,  other than the Equity  Securities
excluded by Section 8.6 hereof.  The Holder's "pro rata share on a fully-diluted
basis" for  purposes  of this  Section  shall be defined as the ratio of (A) the
number of  outstanding  shares of common stock  (including  all shares of common
stock issued or issuable upon conversion of all outstanding  shares of preferred
stock  into  shares  of common  stock or upon the  exercise  of any  outstanding
options and  warrants) of which the Holder is deemed to be a holder  immediately
prior to the  issuance  of such  Equity  Securities  to (B) the total  number of
outstanding  shares of common stock (including all shares of common stock issued
or issuable upon conversion of outstanding shares of preferred stock into shares
of common stock or upon the exercise of any  outstanding  options and  warrants)
immediately prior to the issuance of the Equity Securities. For purposes of this
Note,  "Equity  Securities"  shall  mean any  equity  security  of the  Company,
including,  but not  limited  to (i) any  shares  of  common  stock or shares of
preferred stock, (ii) any security convertible,  with or without  consideration,
into  shares  of  common  stock,  shares  of  preferred  stock or  other  equity
securities of the Company  (including  any option to purchase such a convertible
security),  (iii) any  security  carrying  any right to subscribe to or purchase
shares of common stock,  shares of preferred  stock or any other equity security
of the Company or (iv) any such right.

                   8.2 Exercise of Rights.  If the Company proposes to issue any
Equity Securities (the "Offered  Securities"),  it shall give the Holder written
notice of its intention, describing the Equity Securities, the price thereof and
the terms and conditions upon which the Company  proposes to issue the same. The
Holder shall have the right, for a period of fifteen (15) business days from the
receipt of such notice,  to deliver  notice to the Company  agreeing to purchase
its pro rata share on a  fully-diluted  basis of the Equity  Securities  for the
price  and upon the  terms  and  conditions  specified  in the  notice by giving
written  notice to the  Company  and  stating  therein  the  quantity of Offered
Securities to be purchased. Notwithstanding the foregoing, the Company shall not
be required to offer or sell such Equity  Securities to the Holder if such offer
or sale would  cause the Company to be in  violation  of  applicable  securities
laws.

                  8.3 Issuance of Equity Securities to Other Persons.  Following
the fifteen (15) day notice period set forth in Section 8.2 hereof,  the Company
shall have ninety (90) days thereafter to sell the Equity  Securities in respect
of which the  Holder's  rights were not  exercised,  at a price and upon general
terms and conditions materially no more favorable to the purchasers thereof than
specified in the Company's  notice to the Holder pursuant to Section 8.2 hereof.
If the Company has not sold such Equity Securities within such 90-day period set
forth in this Section 8.3, the Company  shall not  thereafter  issue or sell any
Equity  Securities  without first offering such  securities to the Holder in the
manner provided above.

                  8.4 Termination of Preemptive  Rights.  The preemptive  rights
established  by  this  Article  8  shall  not  apply  to,  and  shall  terminate
immediately prior to the effective date of the registration statement pertaining
to, a registered public offering of Equity Securities of the Company pursuant to
which the Company  receives net proceeds of at least  $15,000,000  with a market
capitalization of at least $50,000,000.

                  8.5 Transfer of Preemptive  Rights.  The preemptive  rights of
the Holder under this Article 8 may not be sold or transferred in any manner.

                  8.6 Excluded Securities.  The preemptive rights established by
this  Article  8  shall  have  no  application  to any of the  following  Equity
Securities:

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

                  (b) any  Equity  Securities  issued  in  connection  with  the
Company   effectuating   or  entering   into:   (i)  a  merger,   consolidation,
amalgamation,  acquisition or similar business combination approved by the Board
of  Directors;  and (ii) a joint  venture,  commercial  transaction  (including,
without  limitation,   equipment  lessors  or  other  persons  guaranteeing  the
obligations   of  the  Company  to  equipment   lessors)  or  other   commercial
relationship  approved  by the  Board  of  Directors  and by the  board  members
appointed by the holders of the Notes;

                  (c) shares of common stock issued in connection with any stock
split, stock dividend or recapitalization by the Company; or

                  (d) any Equity Securities issued upon exchange of the Notes.

                  9.  Registration  Rights.  The  Company  has agreed to provide
certain  registration  rights in  respect  of the  shares of Series C  Preferred
Stock, common stock, preferred stock or any other equity security of the Company
to which this Note is  exchangeable,  the terms and  conditions of which are set
forth in the Registration Rights Agreement dated as of the date hereof,  between
the Company and the Holder.

                  10.  Warrants.  The  Company has agreed to issue to the Holder
warrants to purchase  shares of common stock,  the terms and conditions of which
are set forth in the Purchase Agreement.

                  11.      Miscellaneous.

                  11.1 Law.  THIS NOTE SHALL BE  GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  11.2 Binding Effect.  All terms and agreements in this Note by
the  Holder  (by  virtue  of its  acceptance)  and the  Company  shall  bind its
successors and assigns.

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

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

                  11.5 Payments on Business Days. In any case where the date for
payment of any principal of or interest on this Note shall not be a Business Day
(as defined  below),  then  (notwithstanding  any other  provision of this Note)
payment of interest or principal (and premium,  if any) need not be made on such
date, but may be made instead on the next succeeding  Business Day with the same
force and  effect as if made on the date  otherwise  established  hereunder  for
payment of such  principal  or  interest,  and no interest  shall accrue for the
period from and after the date  otherwise  established  hereunder for payment of
such principal or interest.  As used herein,  the term "Business Day" shall mean
each weekday  which is not a day on which banking  institutions  in New York are
authorized or obligated by law or executive order to close.

                  11.6 Waivers.  Any term,  covenant,  agreement or condition of
this Note may,  with the  written  consent of the  Company and the holders of at
least a  majority  in  aggregate  principal  amount  of the  Notes  at the  time
outstanding,  be amended or compliance therewith may be waived (either generally
or in a particular instance and either retroactively or prospectively)  altered,
modified or amended;  provided,  however, that no such instrument shall, without
the  consent of the holders of all of the Notes then  outstanding  (a) reduce or
extend the fixed maturity of any Note, increase or reduce the rate of payment of
interest  thereon,  change the currency for payment of principal and/or interest
under any Note,  or relieve the Company of its  obligation  to pay principal and
interest then due or (b) reduce the aforesaid  percentage of Notes,  the holders
of which are required to consent to any such instrument.

                  11.7 Notices.  Any notice or other  communication  required or
permitted  hereunder  shall be in  accordance  with Section 11.4 of the Purchase
Agreement.

         IN WITNESS WHEREOF,  the Company has caused this Note to be executed by
its officer thereunto duly authorized this 23rd day of December, 1998.


                        CONVERGENCE COMMUNICATIONS, INC.


                                         By: /S/ Troy D'Ambrosio
                                            ____________________________________
                                            Name:   Troy D'Ambrosio
                                            Title:  Senior Vice President


                                  ATTACHMENT 1

                                 EXCHANGE NOTICE


TO: CONVERGENCE COMMUNICATIONS, INC.


         The undersigned Holder of the within Note hereby irrevocably  exercises
the right and option of such Holder to  exchange  the within Note into shares of
_________ stock of Convergence Communications, Inc. in accordance with the terms
of the within Note and the Purchase  Agreement  therein  described,  and directs
that the  shares  issuable  upon  such  exchange  be  issued  in the name of and
delivered to the undersigned  unless a different name has been indicated  below.
If  the  shares  are to be  issued  in the  name  of a  person  other  than  the
undersigned,  the undersigned  will pay all transfer taxes, if any, payable with
respect thereto.


                                     __________________________________
                                    (Holder)


Please print name and address  (including zip code number) and provide  taxpayer
identification number of person to whom shares are to be delivered:


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