EMPLOYMENT AGREEMENT


      THIS EMPLOYMENT 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. Bruce Burton  (hereinafter
referred to as the "Executive"), and shall be effective upon the date of Closing
of  the  asset   purchase   agreement   betweeen   WorldPort  and   Telenational
Communications, Ltd. (the "Closing").

                              W I T N E S S E T H:

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

      WHEREAS, the Executive is willing to commit himself to serve the  Company,
on the terms and conditions herein provided; and

      WHEREAS,  in order to effect the foregoing,  the Company and the Executive
wish to enter into an employment agreement on the terms and conditions set forth
below.

      NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the  mutual
covenants and agreements  hereinafter  set forth,  the parties  hereto  mutually
covenant and agree as follows:

1     .     DEFINITIONS.

      Whenever  used in this  Agreement,  the  following  terms  shall  have the
meanings set forth below:

          (a) "Accrued  Benefits"  shall mean the amount  payable not later than
     ten (10) days  following an  applicable  Termination  Date,  which shall be
     equal to the sum of the following amounts:

               (i) All salary earned or accrued through the Termination Date;

               (ii)  Reimbursement for any and all monies advanced in connection
          with the Executive's  employment for reasonable and necessary expenses
          incurred by the Executive through the Termination Date;

               (iii) Any and all other cash benefits  previously  earned through
          the Termination  Date and deferred at the election of the Executive or
          pursuant to any deferred compensation plans then in effect;

               (iv) All other  payments and benefits to which the  Executive may
          be  entitled  under the terms of any  benefit  plan of the  Company or
          otherwise,  including,  but not limited to, any bonus  declared by the
          Board, any compensation for earned, but unused, vacation days, and any
          unpaid automobile allowance.

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          (b)  "Affiliate"  shall have the same meaning as given to that term in
     Rule 12b-2 of Regulation 12B promulgated under the Securities  Exchange Act
     of 1934, as amended.

          (c) "Board" shall mean the Board of Directors of the Company

          (d) "Disability" shall mean a physical or mental condition whereby the
     Executive  is  unable  to  perform  on a  full-time,  continuous  basis the
     customary duties of the Executive under this Agreement.

          (e) "Notice of Termination" shall mean the notice described in Section
     9 hereof;

          (f)  "Termination  Date" shall mean,  except as otherwise  provided in
     Section 8 hereof,

               (i) The Executive's date of death;

               (ii)  Thirty  (30)  days  after  the  delivery  of the  Notice of
          Termination  terminating  the  Executive's  employment  on  account of
          Disability  pursuant to Subsection  8(b) hereof,  unless the Executive
          returns on a full-time basis to the performance of Executive's  duties
          prior to the expiration of such period;

               (iii)  Thirty  (30) days  after  the  delivery  of the  Notice of
          Termination  if  the  Executive's  employment  is  terminated  by  the
          Executive voluntarily; and

               (iv)  Fifteen  (15) days  after  the  delivery  of the  Notice of
          Termination if the Executive's employment is terminated by the Company
          for any reason other than death or Disability.

     2 . EMPLOYMENT.

      The Company hereby agrees to employ the Executive and the Executive hereby
agrees to serve the Company, on the terms and conditions set forth herein.

     3 . TERM.

      The Company's  employment of the  Executive  under the  provisions of this
Agreement  shall commence upon the Closing and end on the second  anniversary of
the Closing, unless further extended or April of each year thereafter,  the term
of the Executive's  employment  shall,  unless sooner  terminated as hereinafter
provided,  be automatically  extended for an additional one year period from the
date thereof  unless,  at least  thirty (30) days before such date,  the Company
shall have  delivered to the Executive or the Executive  shall have delivered to
the Company written notice that the term of the Executive's employment hereunder
will not be extended beyond its existing duration. 


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     4 . POSITIONS AND DUTIES.

      The Executive  shall serve as Executive Vice President and Chief Operating
Officer  of  WorldPort  Communications,  Inc.  and  the  TNC  business  unit  of
WorldPort,  which may at the Company's  discretion be operated as a wholly-owned
subsidiary of WorldPort,  and in such additional capacities as may be reasonably
assigned to the  Executive  by the Board.  In his  capacity  as Chief  Operating
Officer of the Company's TNC  operationing  unit, the Executive  shall have such
duties, responsibilities and authority as are usual and customary for executives
who  hold  the  same or a  substantially  similar  position  with  companies  of
comparable  size in the same  industry as the Company.  In  connection  with any
capacities, the Executive shall have such duties, responsibilities and authority
as may from time to time be  reasonably  assigned to the Executive by the Board.
The Executive shall devote  substantially  all the Executive's  working time and
efforts to the business and affairs of the Company.

     5 . PLACE OF PERFORMANCE.

      In  connection  with  the  Executive's  employment  by  the  Company,  the
Executive shall be based at the Company's  facilities in Omaha,  Nebraska except
for  required  travel on Company  business,  and expect as  otherwise  agreed-to
between the Executive and the Company.

     6 . COMPENSATION AND RELATED MATTERS.

          (a) Commencing on the date hereof, and during Executive's  employment,
     the Company  shall pay to the  Executive  an annual  salary of $144,000 per
     annum payable in equal  installments  consistent with the Company's overall
     payroll periods and distributions. Within 90 days from the date hereof, the
     Board shall conduct a performance review of the Executive,  after which the
     Board,  in its sole  discretion,  may  increase  the  annual  salary of the
     Executive based upon such performance  review. In addition to any increases
     in salary  specified  in this  Agreement,  the  Executive's  salary  may be
     increased from time to time in accordance with normal business practices of
     the Company at the full discretion of the Board.

          (b) During the Executive's employment, the Executive shall receive all
     bonuses if, when and as declared by the Board,  including,  but not limited
     to, a  performance  bonus of up to 50% of the  Executive's  annual  salary,
     payable  semi-annually  beginning six months from the effective date of the
     Executive's employment, based upon the successful completion of performance
     criteria to be established  by the CEO of the Company in  conjunction  with
     the Board of Directors. During the first year of employment the Executive's
     performance  will be determined  according to the criteria  detailed in the
     Letter  Agreement  between  WorldPort and the Executive  dated June 6, 1997
     (attached  herein as Exhibit A). After the first year of this agreement the
     Executive's  bonuses  will be paid based upon  performance  objectives  and
     related compensation amounts as determined by the CEO and the Board.


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          (c) During the Executive's  employment hereunder,  the Executive shall
     be entitled to receive prompt  reimbursement  for all  reasonable  expenses
     incurred by the Executive 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.

          (d) The Executive  shall be entitled to the number of vacation days in
     each calendar  year,  and to  compensation  for earned but unused  vacation
     days,  determined in accordance with the Company's vacation plan or policy.
     The Executive  shall also be entitled to all paid holidays  provided by the
     Company to its other executives.

          (e) The  Executive  shall  receive a car  allowance of $400 per month,
     with  any  annual  increase  to be  determined  by the  Board,  payable  in
     accordance with the Company's policies and proceedures

          (f) The Executive shall be entitled to such other benefits, including,
     but not limited to,  medical  insurance,  life  insurance,  and  disability
     insurance  determined  in  accordance  with the  Company's  benefit plan or
     policy.

          (g) The  Executive  shall be granted  non-qualified  stock  options to
     purchase  250,000 shares of the Company's common stock at an exercise price
     of $1.25 per share, to be issued in accordance with the Company's Long-Term
     Incentive Stock Plan according to the following vesting schedule:

          83,334 options vested on the effective date of this Agreement,  83,333
          options vested after one year of service,  83,333 options vested after
          two years of service.

     7 . OFFICES.

     The Executive agrees to serve without additional  compensation,  if elected
or appointed thereto, as a member of the board of directors of any subsidiary of
the Company; provided, however, that the Executive is indemnified for serving in
any and all such capacities to the fullest extent provided by applicable law.

     8 . TERMINATION

          (a) As a result of death:  If the Executive  shall die during the term
     of this  Agreement,  the  Executive's  employment  shall  terminate  on the
     Executive's date of death,  and the Executive's  surviving  spouse,  or the
     Executive's estate if the Executive dies without a surviving spouse,  shall
     be entitled to the Executive's Accrued Benefits as of the Termination Date.

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          (b) As a result of  Disability:  If,  as a result  of the  Executive's
     Disability, the Executive shall have been unable to perform the Executive'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
     Executive with a Termination  Notice, the Executive shall not have returned
     to the  performance of the  Executive's  duties on a full-time  basis,  the
     Company may  terminate  the  Executive's  employment,  subject to Section 9
     hereof. During the term of the Executive's Disability prior to termination,
     the  Executive  shall  continue to receive all salary and benefits  payable
     under Section 6 hereof,  including  participation  in all employee  benefit
     plans,  programs,  and  arrangements in which the Executive was entitled to
     participate  immediately prior to the Disability;  provided,  however, that
     the Executive's  continued  participation  is permitted under the terms and
     provisions of such plans, programs, and arrangements. In the event that the
     Executive's  participation  in any such plan,  program,  or  arrangement is
     barred as the result of such Disability, the Executive shall be entitled to
     receive  an  amount  equal  to the  contributions,  payments,  credits,  or
     allocations which would have been paid by the Company to the Executive,  to
     the Executive's  account, or on the Executive's behalf under any such plan,
     program,  or  arrangement.  In the  event  the  Executive's  employment  is
     terminated on account of the Executive's Disability in accordance with this
     Section 8, the Executive shall receive the Executive's  Accrued Benefits as
     of the Termination Date and shall remain eligible for all benefits provided
     by any long-term disability program of the Company in effect at the time of
     such termination. The payment of the Accrued Benefits by the Company to the
     Executive shall be in addition to, and not in lieu of, any benefits payable
     by reason of the  Executive's  Disability to the extent  provided under any
     long-term  disability  program of the  Company in effect at the time of the
     Executive's  termination,  or under any  disability  insurance  policy,  or
     otherwise.

          (c)  Termination  Without  Cause:  Either party to this  Agreement may
     terminate the Executive's  employment  hereunder  without cause at any time
     upon  notice  to the  other  party,  and  upon any  such  termination,  the
     Executive shall be entitled to receive his Accrued  Benefits.  In the event
     that the Company  terminates the  Executive's  employment  pursuant to this
     Subsection  8(c),  the  Executive  shall  receive  from the  Company on the
     Termination  Date a lump-sum  cash payment (the  "Severance  Payment"),  as
     severance,  in an amount equal to seventy-five percent (75%) of the greater
     of (i) the Executive's  annual salary at the time of such  termination,  or
     (ii) the Executive's annual salary, as set forth in Subsection 6(a) hereof.

          (d)  Termination  as a result of cause.  The Company may terminate the
     Executive  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 Executive 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;

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                  (ii)  The   conviction   of  the  Executive  on  a  felony  or
            misdemeanor involving moral turpitude (as evidenced by a binding and
            final   judgment,   order,   or  decree  of  a  court  of  competent
            jurisdiction)  an the  determination  by  the  Board,  in  its  sole
            discretion, that such conviction has a significant adverse impact on
            the Company;

                  (iii) The refusal by the Executive to perform the  Executive's
            duties or responsibilities (unless significantly changed without the
            Executive's  consent)  and  after  notice  from the  Company  to the
            Executive,  the Executive's continuing refusal to perform his duties
            or  responsibilities  during the 48-hour period following the giving
            of such notice;

                  (iv)  The  performance  by  the  Executive  of his  duties  or
            responsibilities  in a manner  constituting gross negligence (unless
            such  duties or  responsibilities  have been  significantly  changed
            without the Executive's consent).

                  (v) In the event of termination for cause, as set forth above,
            the Executive will be entitled to receive his Accrued Benefits,  but
            will not be entitled to the Severance  Payment,  except as otherwise
            provided by Texas law.

     9 . TERMINATION NOTICE.

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

     10 . NONDISCLOSURE OF PROPRIETARY INFORMATION.

     Recognizing  that the  Company  is  presently  engaged,  and may  hereafter
continue to be engaged,  in the  research  and  development  of  processes,  the
manufacturing  of  products,  or the  performance  of  services,  which  involve
experimental  and  inventive  work and that the success of its business  depends
upon the  protection  of such  processes,  products,  and  services  by  patent,
copyright,  or secrecy and that the  Executive  has had, or during the course of
Executive's  engagement  as an  employee  or  consultant  may  have,  access  to
Proprietary  Information,  as hereinafter  defined,  of the Company and that the
Executive has furnished,  or during the course of the Executive's engagement may
furnish, Proprietary Information to the Company, the Executive agrees that:

          (a)  "Proprietary   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  Executive  or  otherwise  made  known  to the
     Executive as a consequence of or through the Executive's

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     engagement  by  the  Company  (including   information  originated  by  the
     Executive) in any technological area previously developed by the Company or
     developed, engaged in, or researched, by the Company during the term of the
     Executive'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 Executive acknowledges that the Company has exclusive property
     rights to all Proprietary Information, and the Executive hereby assigns all
     rights  that the  Executive  might  otherwise  possess  in any  Proprietary
     Information  to the Company.  Except as required in the  performance of the
     Executive's  duties  to the  Company,  the  Executive  will not at any time
     during or after the term of the  Executive's  engagement,  which term shall
     include any time in which the Executive may be retained by the Company as a
     consultant,   directly  or  indirectly  use,   communicate,   disclose,  or
     disseminate any Proprietary Information.

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

          (d) The  Executive  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 Executive
     prior to the Executive's being engaged by the Company or during the term of
     the Executive's  engagement if based on or otherwise related to Proprietary
     Information.

     11 . ASSIGNMENT OF INVENTIONS.

          (a) For purposes of this Section 11, the term "Inventions"  shall mean
     discoveries,  concepts,  and ideas,  whether patentable or copyrightable or
     not,  including,   but  not  limited  to,  improvements,   know-how,  data,
     processes,  methods,  formulae,  and  techniques,  as well as  improvements
     thereof,  or know-how related  thereto,  concerning any past,  present,  or
     prospective   activities  of  the  Company,   which  the  Executive  makes,
     discovers, or conceives (whether or not during the hours of the Executive's
     engagement  or with  the use of the  Company's  facilities,  materials,  or
     personnel),  either  solely or jointly with others  during the  Executive's
     engagement  by the Company or any Affiliate of the Company and, if based on
     or related to  Proprietary  Information,  at any time after  termination of
     such engagement.  All Inventions shall be the sole property of the Company,
     and the Executive  agrees to perform the provisions of this Section 11 with
     respect  thereto  without  the payment by the Company of any royalty or any
     consideration  therefor,  other than the regular  compensation  paid to the
     Executive in his capacity of as an employee or consultant.

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          (b) The  Executive  shall  maintain  written  notebooks  in which  the
     Executive  shall set  forth,  on a  current  basis,  information  as to the
     Inventions,  describing in detail the  procedures  employed and the results
     achieved,  as well as  information  as to any studies or research  projects
     undertaken  on the Company's  behalf.  The written  notebooks  shall at all
     times be the  property  of the  Company  and  shall be  surrendered  to the
     Company upon termination of the Executive's  engagement or, upon request of
     the Company, at any time prior thereto.

          (c) The Executive shall apply,  at the Company's  request and expense,
     for United States and foreign  letters patent or copyrights,  either in the
     Executive's name or otherwise as the Company shall desire.

          (d) The Executive hereby assigns to the Company all of the Executive's
     rights to the  Inventions  and to  applications  for United  States  and/or
     foreign  letters  patent or copyrigh ts and to United States and/or foreign
     letters patent or copyrights granted in respect of the Inventions.

          (e) The  Executive  shall  acknowledge  and  deliver  promptly  to the
     Company,  without charge to the Company,  but at its expense,  such written
     instruments  (including  applications  and  assignments)  and do such other
     acts, such as giving testimony in support of the Executive's  inventorship,
     as may be  necessary  in the  opinion of the  Company to obtain,  maintain,
     extend,  reissue,  and enforce United States and/or foreign  letters patent
     and copyrights  relating to the Inventions and to vest the entire right and
     title thereto in the Company or its nominee. The Executive acknowledges and
     agrees that any copyright developed or conceived of by the Executive during
     the term of the Executive's  employment which is related to the business of
     the  Company  shall be a "work for hire"  under  the  copyright  law of the
     United States and other applicable jurisdictions.

          (f) The Executive  represents that the Executive's  performance of all
     of the terms of this  Agreement  and as an employee of or consultant to the
     Company  does not and will  not  breach  any  trust  existing  prior to the
     Executive's  employment by the Company.  The Executive  agrees not to enter
     into any  agreement,  either  written or oral,  in  conflict  herewith  and
     represents and agrees that the Executive has not brought and will not bring
     with  the  Executive  to the  Company  or use  in  the  performance  of the
     Executive's responsibilities at the Company any materials or documents of a
     former employer which are not generally available to the public, unless the
     Executive has obtained written  authorization  from the former employer for
     their  possession  and use, and the  Executive  has provided a copy of such
     written authorization to the Company.

          (g) No  provision  of this  Section  11 shall be  deemed  to limit the
     restrictions applicable to the Executive under Section 10 hereof.

     12 . SHOP RIGHTS.

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     The Company shall also have the royalty-free  right to use in its business,
and to make, use, and sell products, processes, and/or services derived from any
inventions,  discoveries,  concepts,  and  ideas,  whether  or  not  patentable,
including, but not limited to, processes,  methods, formulas, and techniques, as
well as improvements  thereof or know-how related thereto,  concerning any past,
present,  or  prospective  activities  of the Company,  which are not within the
scope of Inventions as defined in Section 11 hereof,  but which are conceived or
made by the  Executive  during the period that the  Executive  is engaged by the
Company with the use or assistance of the Company's  facilities,  materials,  or
personnel.

     13 . NON-COMPETE.

      The Executive  hereby agrees that during the Executive's  employment under
this Agreement,  and for a period of nine months from the  termination  thereof,
the Executive will not, without the written consent of the Company:

          (a) Within any  jurisdiction or marketing area in which the Company or
     any subsidiary thereof is doing business,  own, manage, operate, or control
     any  Business,  provided,  however,  that for  purposes of this  Subsection
     13(a), ownership of securities of not in excess of five percent (5%) of any
     class of securities of a public  company shall not be considered as owning,
     managing,  operating,  or controlling  any Business  except as specifically
     decribed below in this paragraph 13; or

          (b) Within any  jurisdiction or marketing area in which the Company or
     any subsidiary thereof is doing business, act as, or become employed as, an
     officer, director, employee, consultant or agent of any Business; or

          (c)  Solicit  any  Business  for,  or sell  any  products  that are in
     competition  with  the  Company's  products  to,  any  company,  which is a
     customer  or client of the  Company  or any of its  subsidiaries  as of the
     Termination Date; or

          (d)  Solicit  the  employment  of,  or hire,  any full  time  employee
     employed by the Company or its subsidiaries as of the Termination Date.

          The Company  acknowledges that the Executive is the owner of more than
     5% of the outstanding shares of Enhanced Telecommunications  Services, Inc.
     (d/b/a Telenational Marketing, together "ETS") and that the Executive holds
     the title of Chairman of the Board and Chief Executive  Officer of ETS. The
     Executive hereby  represents that he does not participate in the day-to-day
     management of ETS, but is active at the board level.  ETS does not directly
     compete  with  the  business  of  the  Company  and  is  primarily  in  the
     telemarketing  business  both inbound and outbound.  ETS provides  customer
     service,  information processing,  sales, and call processing for a variety
     of companies including competitors of the Company. The Company acknowledges
     that the  Executive's  continued  employment with and ownership in ETS will
     specifically be excluded from the Non-Compete provisions of this Agreement,
     so long as ETS does  not  engage  in any new  business  which  is  directly
     competitive with the Company's current business. The Executive

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     and the Company  acknowledge  that a conflict  of  interest  may exist with
     regards to business transactions between the Company and ETS. The Executive
     agrees to recuse  himself from business  decisions and actions on behalf of
     the Company  when and if such a conflict of interest  could have a material
     adverse effect on the Company's operations or financial condition.

          The term "Business," as used in this Section 13, shall mean any person
     or entity  which is an  international  facilities-based  telecommunications
     carrier  or  any of the  services  which  are  necessarily  provided  by an
     international facilities-based telecommunications carrier to its customers.

     14 . REMEDIES AND JURISDICTION.

          (a) The Executive hereby  acknowledges and agrees that a breach of the
     agreements contained in Section 13 of this Agreement will cause irreparable
     harm and  damage to the  Company,  that the remedy at law for the breach or
     threatened  breach  of the  agreements  set  forth  in  Section  13 of this
     Agreement will be  inadequate,  and that, in addition to all other remedies
     available to the Company for such breach or threatened  breach  (including,
     without  limitation,  the right to recover  damages),  the Company shall be
     entitled to injunctive  relief for any breach or  threatened  breach of the
     agreements contained in Section 13 of this Agreement.

          (b) All claims,  disputes  and other  matters in question  between the
     parties arising under this Agreement, except those pertaining to Section 13
     hereof,  shall, unless otherwise provided herein, be decided by arbitration
     in the  State of Texas  in  accordance  with  the  National  Rules  for the
     Resolution of Employment Disputes of the American  Arbitration  Association
     (including such procedures  governing  selection of the specific arbitrator
     or arbitrators),  unless the parties otherwise agree. The Company shall pay
     the  costs  of  any  such  arbitration.  The  award  by the  arbitrator  or
     arbitrators  shall  be  final,  and  judgment  may be  entered  upon  it in
     accordance  with applicable law in any state or federal court having proper
     jurisdiction.

     15 . INDEMNIFICATION.

     The Company  agrees to indemnify and hold the  Executive  harmless from and
against any and all losses,  liabilities,  or costs (including,  but not limited
to,  reasonable  attorney's  fees),  which the Executive 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  Executive or the  Company,  jointly or
severally,  arising  out of or based upon the  Executive's  employment  with the
Company,  to the fullest extent  permitted by applicable law including,  but not
limited to, any injury to  person(s) or damage to property or business by reason
of any cause  whatsoever,  regardless  of whether  any such  injury or damage is
caused by negligence on the part of the Executive.  THIS INDEMNITY  PROVISION IS
INTENDED TO INDEMNIFY  THE  EXECUTIVE  (A) AGAINST THE  CONSEQUENCES  OF HIS OWN
NEGLIGENCE OR FAULT,  REGARDLESS OF WHETHER THE EXECUTIVE IS SOLELY NEGLIGENT OR
CONTRIBUTORILY,  PARTIALLY,  JOINTLY,  COMPARATIVELY,  OR CONCURRENTLY NEGLIGENT

                                     - 10 -
<PAGE>

WITH ANY OTHER PERSON,  AND (B) AGAINST ANY LIABILITY OF THE EXECUTIVE  BASED ON
APPLICABLE  DOCTRINE OF STRICT  LIABILITY.  Not withstanding the foregoing,  the
Company will not, however, indemnify the Executive for any claims,  liabilities,
losses,  damages or expenses that result solely from bad faith, gross negligence
or willful misconduct by the Executive.

     16 . 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.

     17 . SUCCESSORS.

     This Agreement and all rights of the Executive hereunder shall inure to the
benefit  of  and  be   enforceable   by  the   Executive's   personal  or  legal
representatives,  estate, executors, administrators, heirs, or beneficiaries. In
the event of the Executive's  death,  all amounts payable to the Executive under
this  Agreement  shall  be  paid to the  Executive's  surviving  spouse,  if the
Executive  dies without a surviving  spouse,  to the  Executive's  estate.  This
Agreement  shall inure to the benefit of, be binding upon, and be enforceable by
or against, any successor,  surviving or resulting corporation,  or other entity
or any assignee of the Company to which all or substantially all of the business
and assets of the  Company  is  transferred  whether  by merger,  consolidation,
exchange, assignment, sale, lease, or other disposition or action.

     18 . 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.

     19 . 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 Executive.

     20 . SURVIVABILITY.

     The  provisions of Sections 10, 11, 12, 13 and 15 hereof and the provisions
hereof relating to the payment of the Accrued Benefits and the Severance Payment
shall survive the termination of this Agreement. 21 . ENTIRE AGREEMENT.

                                     - 11 -
<PAGE>

     21 . ENTIRE AGREEMENT.

     This  Agreement sets forth the entire  agreement  between the Executive 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.

     22 . GOVERNING LAW; VENUE.

     This Agreement and the respective  rights and  obligations of the Executive
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.
Venue of any  arbitration or other legal  proceeding or action  relating to this
Agreement shall be proper in Harris County, Texas.

     23 . 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:

      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 Executive or,
if to the Executive, to:

      Mr. Bruce Burton
      7300 Woolworth Avenue
      Omaha, Nebraska
      Tel: (402) 392-7533

with a copy to counsel for the Executive to:

      ---------------------------
      ---------------------------
      ---------------------------


                                     - 12 -
<PAGE>
     or to such other address as the Executive  shall have given to the Company.

     24 . 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.

     25 . HEADINGS.

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

     26 . 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.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer,  and the Executive 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




                              EXECUTIVE:


                              /s/Bruce Burton
                              -----------------------------------
                              BRUCE BURTON



                                     - 13 -
<PAGE>


                                    EXHIBIT A

                       Year One Performance Bonus Criteria



















                                     - 14 -