CONSULTING AGREEMENT


      THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of
April  25,  1997  by and  between  WorldPort  Communications,  Inc.  a  Delaware
Corporation   ("WorldPort"   or  the  "Company"),   and  Mr.  Edmund   Blankenau
(hereinafter  referred to as the "Consultant"),  and shall be effective upon the
date  of  closing  of  the  Asset  Purchase  Agreement  betweeen  WorldPort  and
Telenational Communications Limited Partnership (the "Closing").

                              W I T N E S S E T H:

      WHEREAS, the Company desires to have the benefit of the Consultant's
efforts and services;

      WHEREAS,  the  Consultant is willing to make  available to the Company the
consulting services provided for in this Agreement as set forth below;

                                    AGREEMENT

1     .     TERM


      The term of this Agreement  shall commence upon the Closing and end on the
date eighteen (18) months from the Closing.

2     .     CONSULTING SERVICES

      (a) For the term of this  Agreement,  the Consultant  agrees to render the
following consulting services to the Company:

            (1)  Provide assistance in the transition of aquired assets and
operations into the operations of the Company;

            (2)  Provide analysis regarding  the telecommunications market
and assist in the identification of new markets and new services for the the
Company's existing markets;

            (3) Provide assistance with regards to customer and vendor
relations;

            (4)  Provide  assistance  with  regards  to  the  identification  of
potential acquisition targets and new business opportunities.

3     .     COMPENSATION AND RELATED MATTERS.

          (a) In consideration of the consulting services set forth in paragraph
     2(a) above,  and subject to the terms and conditions set forth herein,  the
     Company agrees to compensate  the Consultant as follows:  Commencing on the
     date hereof, and during Consultant's  employment,  the Company shall pay to
     the Consultant a Monthly Consulting Fee of Seven Thousand Dollars per month

                                     
<PAGE>

   
     ($7,000)  payable on the first day of every month.  The Monthly  Consulting
     Fee may be  increased at the sole  discretion  of the Board of Directors of
     the Company.
         
          (b) During the Consultant's employment hereunder, the Consultant shall
     be entitled to receive prompt  reimbursement  for all  reasonable  expenses
     incurred by the Consultant in performing services hereunder,  including all
     business,  travel,  and living expenses while away from home on business or
     at the request of and in the  service of the  Company,  provided  that such
     expenses are incurred and accounted  for in  accordance  with the Company's
     policies and procedures,  and that any expenses in excess of $500 have been
     pre-approved by the Company.

            (c) In addition to the Monthly  Consulting Fee, the Consultant shall
      be entitled to Incentive  Compensation for completed  acquisitions and new
      business  opportunities,  which  business  development  activities and the
      related   compensation   shall  be  pre-determined   and  pre-approved  by
      Consultant  and the  Company  on a  case-by-case  business.  The terms and
      conditions of such  Incentive  Compensation  shall be as specified in that
      certain  letter  from John  Dalton to the  Consultant  dated June 10, 1997
      (attached as Exhibit A to this Consulting Agreement).

4     .     TERMINATION

          (a) As a result of death: If the Consultant  shall die during the term
     of this  Agreement,  the  Consultant's  employment  shall  terminate on the
     Consultant's  date of death, and the Consultant's  surviving spouse, or the
     Consultant's  estate if the  Consultant  dies  without a surviving  spouse,
     shall be entitled to any Accrued and unpaid  Consulting  Fees for  services
     already rendered to the Company as of the death of the Consultant.

          (b) As a result of  Disability:  If,  as a result of the  Consultant's
     Disability,   the  Consultant   shall  have  been  unable  to  perform  the
     Consultant's duties hereunder on a full-time,  continuous basis for two (2)
     consecutive  months or for an  aggregate  of three (3)  months  within  any
     twelve (12) month  period and if within  thirty (30) days after the Company
     provides the Consultant with a Termination Notice, the Consultant shall not
     have returned to the performance of the Consultant's  duties on a full-time
     basis,  the  Company  may  terminate  this  Agreement.  In  the  event  the
     Consultant's  services are no longer available to the Company on account of
     the  Consultant's  Disability  in  accordance  with  this  paragraph,   the
     Consultant  shall  receive  any  accrued  and  unpaid  consulting  fees for
     services actually rendered as of the Termination Date.

          (c)  Termination  Without  Cause:  Either party to this  Agreement may
     terminate the Consultant's  employment  hereunder without cause at any time
     upon notice to the other party.  In the event this  Agreement is terminated
     by the Company without cause,  the Consultant  shall be entitled to receive
     from the Company on the  Termination  Date a lump-sum cash payment equal to
     the remaining  Monthly  Consulting Fees that the Consultant would otherwise

                                     - 2 -
<PAGE>


     have earned over the duration of the remaining  term of the Agreement  (the
     "Termination Payment").

          (d)  Termination  as a result of cause.  The Company may terminate the
     Consultant  for  cause,  upon  the  occurrence  of any  one or  more of the
     following acts or omissions:

                  (i) The determination in a binding and final judgment,  order,
            or  decree  by  a  court  or  administrative   agency  of  competent
            jurisdiction, that the Consultant has engaged in fraudulent conduct,
            and the  determination  by the Board, in its sole  discretion,  that
            such  fraudulent  conduct has a  significant  adverse  impact on the
            Company;

                  (ii) The unreasonable refusal by the Consultant to perform the
            Consulting  services  and,  after  notice  from the  Company  to the
            Consultant,  the  Consultant's  continuing  refusal to commence  his
            services within 48 hours after giving of such notice by the Company;

                  (iii) The performance by the Consultant of his duties or
            responsibilities in a manner constituting gross negligence;

                  (iv) In the  event of  termination  for  cause,  as set  forth
            above,  or in  the  event  of  termination  by the  Consultant,  the
            Consultant  will be  entitled  to  receive  any  accrued  but unpaid
            consulting  fees for services  actually  performed,  but will not be
            entitled to the Termination Payment, except as otherwise provided by
            Texas law.

5     .     TERMINATION NOTICE.

      Any  termination by the Company or the Consultant of this Agreement  shall
be  communicated  by written Notice of Termination  to the  Consultant,  if such
Notice of Termination is delivered by the Company,  and to the Company,  if such
Notice of Termination is delivered by the Consultant.  The Notice of Termination
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth the Termination Date.

6     .     NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

      In connection  with the providing of consulting  services  hereunder,  the
Company may provide the Consultant with information concerning the Company which
the Company deems confidential (the "Confidential Information").  The Consultant
understands  and  agrees  that any  Confidential  Information  disclosed  to the
Consultant pursuant to this Agreement is secret,  proprietary and of great value
to the Company,  whihc value may be impaired if the secrecy of such  information
is not  maintained.  The Consultant  further agrees that he will take reasonable
security  measures  to preserve  and  protect  the secrecy of such  Confidential
Information, and to hold such information in confidence and not to disclose such
information,  either directly or indirectly,  to any person or entity during the

                                     - 3 -
<PAGE>

term of this Agreement or any time following the expiration or termination  date
hereof. The Consultant further agrees that:

          (a)  "Confidential  Information"  shall  mean  any  and  all  methods,
     inventions,  improvements  or  discoveries,  whether or not  patentable  or
     copyrightable,   and  any  other  information  of  a  secret,  proprietary,
     confidential,  or generally undisclosed nature relating to the Company, its
     products,   customers,   processes,  and  services,  including  information
     relating to testing research,  development,  manufacturing,  marketing, and
     selling,  disclosed  to the  Consultant  or  otherwise  made  known  to the
     Consultant as a consequence  of or through the  Consultant's  engagement by
     the  Company  (including  information  originated  by  the  Consultant  and
     information  obtained by the  Conultant  during any previous  consulting or
     employment engagement or any previous relationship with the Company) in any
     technological  area  previously  developed  by the  Company  or  developed,
     engaged  in,  or  researched,  by  the  Company  during  the  term  of  the
     Consultant's  engagement,  including,  but not limited to,  trade  secrets,
     processes, products, formulae, apparatus,  techniques,  know-how, marketing
     plans,  data,  improvements,  strategies,  forecasts,  customer lists,  and
     technical  requirements  of customers,  unless such  information  is in the
     public domain to such an extent as to be readily available to the Company's
     competitors.

          (b)  The  Consultant  acknowledges  that  the  Company  has  exclusive
     property rights to all Confidential  Information and the Consultant  hereby
     assigns  all rights  that the  Consultant  might  otherwise  possess in any
     Confidential  Information  to  the  Company.  Except  as  required  in  the
     performance of the Consultant's duties to the Company,  the Consultant will
     not at any time  during or after the term of the  Consultant's  engagement,
     which term shall include any time in which the  Consultant  may be retained
     by the Company as a consultant,  directly or indirectly  use,  communicate,
     disclose, or disseminate any Confidential Information.

          (c) All documents,  records,  notebooks, notes, memoranda, and similar
     repositories of, or containing,  Confidential  Information made or compiled
     by the Consultant at any time or made available to the Consultant  prior to
     or during the term of Consultant's engagement by the Company, including any
     and all copies thereof, shall be the property of the Company, shall be held
     by the Consultant in trust solely for the benefit of the Company, and shall
     be delivered to the Company by the  Consultant  on the  termination  of the
     Consultant's engagement or at any other time on the request of the Company.

          (d) The  Consultant  will not assert any rights under any  inventions,
     copyrights,  discoveries,  concepts,  or ideas, or improvements thereof, or
     know-how related thereto, as having been made or acquired by the Consultant
     prior to the  Consultant's  being engaged by the Company or during the term
     of  the  Consultant's  engagement  if  based  on or  otherwise  related  to
     Confidential Information.

          (e)  Notwithstanding  anything to the contrary in this Agreement,  the
     Consultant  shall not be precluded from disclosing any of the  Confidential

                                     - 4 -
<PAGE>


     Information  pursuant to a valid order of any  governmental  or  regulatory
     authority, or pursuant to the order of any court or arbitor.

          (f) The  Consultant  agrees that since a violation of this paragraph 6
     would cause irreparable injury to the Comapny, and that there may not be an
     adequate  remedy at law for such  violation,  the  Company  shall  have the
     right, in addition to any other remedies  available at law or in equity, to
     enjoin the  Consultant in a court of equity for violating the provisions of
     this paragraph 6.


7     .     INDEMNIFICATION.

      The Company agrees to indemnify and hold the Consultant  harmless from and
against any and all losses,  liabilities,  or costs (including,  but not limited
to,  reasonable  attorney's fees),  which the Consultant may sustain,  incur, or
assume as a result of, or relative to, any allegation,  claim, civil or criminal
action,  proceeding,  charge,  or  prosecution,  which  may  be  alleged,  made,
instituted,  or maintained  against the  Consultant  or the Company,  jointly or
severally,  if (a) the  Consultant was made a party to any action arising out of
or based upon the Consultant's  rendering of services pursuant to this Agreement
and (b) the Consultant acted in good faith and in a manner  reasonably  believed
by the Consultant to be in or not opposed to the interests of the Company,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  Not withstanding  the foregoing,  the Company
will not, however, indemnify the Consultant for any claims, liabilities, losses,
damages or expenses  that  result  solely from bad faith,  gross  negligence  or
willful misconduct by the Consultant.

8     .     ATTORNEYS' FEES.

      In the event that either party hereunder  institutes any legal proceedings
in  connection  with  its  rights  or  obligations  under  this  Agreement,  the
prevailing  party in such proceeding shall be entitled to recover from the other
party  all  costs  incurred  in  connection  with  such  proceeding,   including
reasonable  attorneys'  fees,  together  with  interest  thereon as  provided by
applicable law.

9 .  INDEPENDENT  CONTRACTOR  STATUS;  SERVICE ON THE BOARD OF DIRECTORS.  It is
expressly  understood  and agreed that this is a consulting  agreement  only and
does  not  constitute  an  employer-emloyee   relationship.   Accordingly,   the
Consultant agrees that the Consultant shall be solely responsible for payment of
his own  taxes or sums due to  federal,  state or local  governments,  overhead,
workmen's  compensation,   fringe  benefits,   pension  contributions  or  other
expenses.  It is  further  understood  and  agreed  that  the  Consultant  is an
independent  contractor  and that the Company shall have no right to control the
activities  of the  Consultant  other than during the express  period of time in
which the Consultant is performing services hereunder,  and that such control by
the Company is solely predicated upon the consulting services provided hereunder
and not because of any presumed employee-employer  relationship.  The Consultant
shall have no  authority to bind the Company.  The parties  further  acknowledge
that the Consultant's services hereunder are not exclusive.

                                     - 5 -
<PAGE>

The Parties acknowledge that upon the Closing,  Mr. Blankenau will be elected to
the Company's  Board of Directors and shall serve for such one-year  terms as he
may be re-elected  from  time-to-time by the  shareholders  of the Company.  The
Consultant  shall be  compensated  for his  service as a Director of the Company
according to the usual and customary terms of compensation for a Director, which
Director's  compensation shall be in addition to his Monthly Consulting Fees and
Incentive Compensation as described above.

10    .     ENFORCEMENT.

      The  provisions of this Agreement  shall be regarded as divisible,  and if
any of such provisions or any part hereof is declared  invalid or  unenforceable
by a court of competent  jurisdiction,  the validity and  enforceability  of the
remainder of such provisions or the parts hereof and the  applicability  thereof
shall not be affected thereby.

11    .     AMENDMENT OR TERMINATION.

      This Agreement may not be amended or terminated during its term, except by
written instrument executed by both the Company and the Consultant.

12    .     SURVIVABILITY.

      The provisions of Sections 6, 7, 8 and 9 hereof and the provisions  hereof
relating to the payment of the Accrued Benefits and the Severance  Payment shall
survive the termination of this Agreement.

13    .     ENTIRE AGREEMENT.

      This Agreement sets forth the entire agreement  between the Consultant and
the Company with respect to the subject  matter hereof and  supersedes all prior
oral or written agreements,  negotiations,  commitments, and understandings with
respect thereto.

14    .     GOVERNING LAW; VENUE.

      This Agreement and the respective rights and obligations of the Consultant
and the Company  hereunder shall be governed by and construed in accordance with
the  laws of the  State  of  Texas  without  giving  effect  to the  provisions,
principles, or policies thereof relating to choice of law or conflict of laws.

15    .     NOTICE.

      Notices given pursuant to this Agreement  shall be in writing and shall be
deemed  given when  received,  and if mailed,  shall be mailed by United  States
registered or certified mail, return receipt requested,  postage prepaid,  if to
the Company, to:

                                     - 6 -
<PAGE>

      WorldPort Communications, Inc.
      9601 Katy Freeway, Suite 200
      Houston, Texas  77024

with a copy to corporate counsel for the Company to:

      Snell & Wilmer LLP
      Attn: Mr. William C. Gibbs, Esq.
      111 East Broadway, Suite 900
      Salt Lake City, Utah 84111
      Tel: 801-237-1907

or to such other address as the Company shall have  given  to the Consultant or,
if to the Consultant, to: 

      Mr. Edmund Blankenau
      606 South 96th Street
      Omaha, Nebraska 68114

with a copy to counsel for the Consultant to:

      Douglas F. Duchek, Esq.
      328 South 52nd Street, Third Floor
      Omaha, Nebraska 68132

or to such other address as the Consultant shall have given to the Company.


16    .     NO WAIVER.

      No waiver by either party at any time of any breach by the other party of,
or any failure by the other party to comply with,  any condition or provision of
this  Agreement  to be  performed by the other party shall be deemed a waiver of
similar or dissimilar  provisions or conditions at the same time or at any prior
or subsequent time.

17    .     HEADINGS.

      The headings herein  contained are for reference only and shall not affect
the meaning or interpretation of any provision of this Agreement.

18    .     COUNTERPARTS.

      This Agreement may be executed in one or more counterparts,  each of which
shall be deemed to be an original but all of which together will  constitute one
and the same instrument.

                                     - 7 -
<PAGE>

      IN WITNESS  WHEREOF,  the Company has caused this Agreement to be executed
by its duly authorized officer,  and the Consultant has executed this Agreement,
on the date and year first above written.


                              THE COMPANY:
                              WORLDPORT COMMUNICATIONS, INC.

                              /s/John Dalton
                              -----------------------------------
                              JOHN DALTON
                              CHIEF EXECUTIVE OFFICER



                              CONSULTANT:


                              /s/Edmund Blankenau
                              -----------------------------------
                              EDMUND BLANKENAU





                                     - 8 -

<PAGE>



                                    EXHIBIT A


                 Letter From John Dalton to Edmund Blankenau
                               Dated June 10, 1996
    Specifying Terms and Conditions of Consultant's Incentive Performance
                                  Compensation



























                                     - 9 -