FondElec Group, Inc.



July 8, 2002

Members of the Board of Directors
Convergence Communications, Inc.
Attention:  Mr. Lance D'Ambrosio, Chairman
By Internet and U.S. Mail

Gentlemen:

This  constitutes my  resignation  as a director of Convergence  Communications,
Inc., effective today.

The immediate reason for my resignation is the manner in which the board and its
chairman have responded to the grave charges of falsification of information and
of improper  enrichment made in the "Balloon  Report" of July 1 addressed to the
boards of International Van S.A. de C.V. and of the Company.  Upon receiving the
report, I called on the Chairman,  Lance  D'Ambrosio,  asking that he convene an
immediate  meeting  of the  Company's  board  to  determine  how to  proceed  to
investigate  the  allegations  made.  I  received  no reply to my  demand  for a
meeting.  Instead,  what has happened is (i) that Doug Jacobs,  whose conduct in
this matter may well be at issue, and Amaury Rivera,  whose conduct is certainly
at issue, have been permitted to investigate the matter themselves; (ii) we have
been informed that the board's  audit  committee is looking into the  situation;
and (iii) Mr.  D'Ambrosio left on a holiday and cannot be reached.  As the board
has abdicated its responsibility of oversight and direction, and as I am clearly
unable to cause it to do what  should be done,  the only avenue left to me is to
resign, and to make a record of my reasons for doing so.

These actions come at the end of a long history of similar conduct at the board.
I have  endeavored  repeatedly  to obtain  information  regarding  the Company's
business  and its  finances,  but have been able to obtain  little.  I have made
every  effort  possible to a director to bring  about  changes in the  Company's
spending, and to obtain accountability from the Company's management. My efforts
have been stymied by management and by other directors who permit the management
to act  ungoverned.  Management has used  allegations of conflict of interest to
fend-off FondElec's legitimate questions and concerns about the way in which the
Company is operated and about the insufficient and unsupported  information that
is  provided  to the  board.  The  trick  has  worked  for  management,  who has
effectively silenced its most skeptical director.

We have  appreciated the support of the AES directors of some of our initiatives
to control  costs and to obtain  information.  We have  regretted  that the Priu
directors  have  invariably  taken  management's  part in  continuing  unbridled
spending and unaccountability.  The position of the Priu directors,  which might
earlier have been due to ignorance or to the  enthusiasm  of  partisanship,  has
become  indefensible since the Priu family became a lender to the Company,  with
its loans secured by the other  shareholders'  stock: the Priu actions have made
it impossible for the Company to find a buyer for itself or to become  cash-flow
break even so as to be able to repay its loans.  We have  regretted that the TCW
directors have for the most part also declined to control  spending or to demand
accounts, because of the typical unavailability of Mr. Baeza to take part in the
substantive work of the board, and the  disinclination  of his TCW colleagues to
act without Mr. Baeza's guidance.

We have regretted most that the D'Ambrosio directors have placed their interests
as employees of the Company  ahead of their duties as  directors,  using Company
assets,  particularly the Company's counsel, to thwart the rightful  questioning
that we have repeatedly sought to make of the Company. This is a board that does
not  function  as a board  should.  I had  stayed a member so as to  attempt  to
influence  change,  but  as it is  clear,  in  the  face  of  the  very  serious
allegations  that  were just made  regarding  Intervan  and the way in which the
board has chosen to react, that no change will occur, you have my resignation.

FondElec does,  notwithstanding  this  resignation,  continue to demand that the
Company  provide correct and complete  information as to the Company's  finances
and  prospects  in  accordance  with  applicable  law  and  that  the  Company's
management  and board act in the same  manner.  In addition,  FondElec's  rights
under the terms of the  Shareholder's  Agreement will continue in full force and
effect and this letter does not constitute a waiver of any such rights.

Truly yours,



Gaston Acosta-Rua