Chief Technical Office and Voice President Operations Employment Letter

Exhibit 10.13



[DIGINET Letterhead appears here]



October 5, 1997



John B. Holmblad ****** ****** ******



Dear John,



I am pl ease to present to you a formal job offer to join the Diginet Americas, Inc. ("Diginet") team and play a pivotal role in building Diginet into a great telecommunications company. I am confident that you will make a significant contribution to Diginet's a m bitious growth plans, flourish professionally, and enjoy the endeavor on many levels.



The formal title that we propose for you is Chief Technical Officer and Senior Vice President Operations. As we have discussed, this title does not adequately describe the pivotal role that I envision you playing. You will be one of three executives, including myself and the Chief Operating Officer, who will lead the Company and be responsible for its growth and ultimate success. In this capacity, I anticipate that yo u will be actively involved with:




. Board of Director-level decision making




. Overall Corporate strategy and direction




. Capital formation




. Strategic partnering, M&A




. Key spectrum decisions throug hout Latin America




. Establishing corporate culture and value-system




[DIGINET Letterhead]








2




. Key hiring decisions, including selection of key executive positions
in Latin America




. Key sales and marketing decisions




. Establishment of in-country strategic/marketing alliances




. Creating and depl oying new product/service offerings that leverage
Diginet's transmission capabilities, lock-in customers, and provide
Diginet with enduring competitive advantages



I anticipate that we will work closely together through various rounds of private equity and debt financings, and that you will be involved in all phases of the IPO process, including selection of the lead underwriters, production of the IPO prospectus, and participation in the marketing "road show". I suspect that you wil l find this capital formation exposure quite enjoyable, and that the experience will certainly enhance your career profile.



Your direct responsibilities will include, but not be limited to, everything involved in designing, building, maintaining, and growi ng Diginet's "wireless fiber" networks throughout the major urban markets of Latin America. I anticipate that this will include negotiating with vendors, assembling management teams at both the U.S. and Latin American levels, establishing U.S.-levels of q uality and customer service, negotiating with Latin regulatory authorities, and intelligently leveraging Diginet's transmission capabilities with value-added product/services.



I am very sensitive to the importance of the career decision that currently con fronts you, your role as sole family "bread winner", and to the risks that one normally associates with early stage companies. As such, we have put together a job offer that addresses many of these concerns, and, in my opinion, provides you with venture u pside and rewards, while offering you unique downside protection. The offer includes "market" cash compensation, and a stock option package currently valued at $700,000 today (as determined by Series A Convertible Preferred investors), an ...