SETTLEMENT AGREEMENT


                  This  Settlement  Agreement is entered into as of the 14th day
of April,  1997,  between Com Tech  International  Corporation  ("Com Tech") and
WorldPort   Communications,   Inc.,  formerly  known  as  Sage  Resources,  Inc.
("WorldPort").

                                    RECITALS

                  There is presently pending in the United States District Court
for the  Northern  District of  California  a civil  action  entitled  WorldPort
Communications,  Inc.,  formerly  known  as Sage  Resources,  Inc.,  a  Delaware
corporation,  plaintiff  v. Com Tech  International  Corporation,  a  Washington
corporation, defendant, Case No. C96-4055SBA (the "Lawsuit"), in which WorldPort
is asserting various claims against Com Tech.

                  All of the  claims  are set forth in the  pleadings  and other
documents  in the case  files.  WorldPort  and Com Tech have now  determined  to
compromise  and  settle  any and all  claims  that have been or could  have been
asserted in the Lawsuit.  The parties enter into this Agreement after consulting
with their respective counsel and being fully advised of their legal rights.

                                    AGREEMENT

                  In order to carry out and give effect to the foregoing, and in
consideration  of the mutual  promises,  agreements and  undertakings  set forth
below, each of the parties agrees as follows:

         1.  Contract  Balance.  The parties agree that for the purposes of this
Agreement,  the  principal  balance  owing  by Com  Tech  to  WorldPort  under a
promissory  note dated June 27,  1996 (the  "Note") is  $500,000,  plus  accrued
interest  at ten  percent  (10%) per annum.  A copy of the Note is  attached  as
Exhibit A. The parties  agree that Exhibit B correctly and  accurately  reflects
all payments,  interest,  late charges and principal balances prior to execution
of this Agreement.

         2.  Payments by Com Tech.  Com Tech agrees to pay WorldPort all amounts
due under the Note as follows:  (a) on or before April 14, 1997,  Com Tech shall
pay WorldPort the sum of $27,805.56,  which represents  accrued interest through
December  31,  1996;  and (b) on or  before  May 1,  1997,  Com Tech  shall  pay
WorldPort the sum of  $171,666.67,  which  represents  $150,000 of principal and
$21,667.67  accrued interest through such date. Com Tech also agrees to make six
payments to WorldPort,  on or before the 10th day of each month,  beginning June
10, 1997 through November 1997. Each of the payments shall consist of $58,333.33
of principal, plus accrued interest on the outstanding balance at twelve percent
(12%)  per  annum,  plus  $6,089.03,  which  represents  one-sixth  of the total
litigation and other expenses  owing.  (These payments would begin at $67,922.36
in June 1997 and decline to $65,005.70 in November 1997 as the principal balance
is paid down, as reflected in Exhibit C hereto.) Payments are to be made by wire
transfer or check made payable to WorldPort.


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         3.  Stipulation  to Entry of  Judgment.  Concurrent  with the  parties'
execution of this  Agreement,  the parties also shall enter into the Stipulation
for Entry of  Judgment  attached as Exhibit D, which will be filed only if there
exists an uncured  event of default as  specified  in  paragraph  4, below.  The
parties also shall enter into the  Stipulation  and Joint Motion for Conditional
Dismissal attached as Exhibit E.

         4. Events of Default.  The following shall be "events of default" under
this Agreement: (a) the termination of the Acquisition Agreement dated April 15,
1997  by  and  among  Com  Tech,  its  shareholders  and  Circle   International
Communications,   Inc.  and  the  transactions  and  the  ancillary   agreements
referenced  therein ("Com Tech's  Recapitalization");  (b) Com Tech's failure to
make any of the  payments  called for in  paragraph 2 of this  Agreement by 3:00
p.m.  Pacific  Time on the date  specified  in  paragraph 2; or (c) any material
breach of this  Agreement,  other  than Com  Tech's  failure  to make any of the
schedule payments. Com Tech shall have ten business days from the date a payment
is due, or from the date of receipt of written  Notice of Default from WorldPort
for any other breach,  in which to cure such default(s).  The parties agree that
the Notice of Default may be sent by facsimile.

                  If an event of  default  occurs  and is not  cured by Com Tech
within  ten  business  days  from the date a payment  is due or from Com  Tech's
receipt of a Notice of Default,  WorldPort may reactivate the Lawsuit  according
to the Stipulation  and Joint Motion for  Conditional  Dismissal and present the
Stipulation for Entry of Judgment to the court for entry of judgment. Upon entry
of such  judgment,  in addition to any other remedies  available,  WorldPort may
execute on such judgment immediately.

         5. Security.  Notwithstanding  the  Stipulation to Entry of Judgment or
the Judgment, the June 27, 1996 Assignment, Pledge, and Security Agreement shall
remain in full force and effect unless and until the payments under  paragraph 2
of this Agreement are made in full. In connection with that Assignment,  Pledge,
and Security Agreement, Com Tech shall issue irrevocable instructions to Datamax
de Mexico,  S.A. de C.V. to distribute  income from the Datamax joint venture to
WorldPort  upon  receiving  notice from  WorldPort of an event of default  under
paragraph 4 of this Agreement.

                  Additionally,  Com Tech assigns certain  assets,  described in
Exhibit F, to WorldPort in order to secure  payment of the amounts  specified in
paragraph 2, below. If an event of default under  paragraph 4 occurs,  WorldPort
immediately may take possession of such assigned assets. In taking possession of
any security specified in this paragraph, WorldPort shall credit the fair market
value of the  security  and  assigned  assets  against the amounts due and owing
under this Agreement.

         6.       Mutual Release.   Upon s atisfaction  of  the  terms  of  this
Settlement  Agreement,  the parties to this Agreement  hereby mutually  release,
acquit and discharge one another forever from any and all claims,  cross-claims,


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counterclaims, third-party claims and demands, which any party to this Agreement
could have  asserted in the pending  lawsuit.  The parties are not  releasing or
waiving any claims arising out of or created by this Agreement.

         7.       Joint Drafting.  This  Agreement  was drafted by both parties,
and in the event of any dispute over  interpretation  of this  Agreement,  there
shall be no bias or presumption  against the position or interpretation  offered
by either party.

         8. Attorneys'  Fees and Costs.  Should it be necessary for any party to
this  Agreement  to initiate  legal  proceedings  to enforce  this  Agreement or
adjudicate  any issues  under this  Agreement,  the  prevailing  party  shall be
entitled to recover its reasonable attorneys' fees, costs and disbursements.

         9.       General.  This Agreement may be executed in counterparts, each
of which will be deemed an original and together  constitute  the same Agreement
whether both parties execute each counterpart. This Agreement is governed by the
laws of the State of California.  Captions are for  convenience  only and do not
express, limit or expand any provision or the intent of this Agreement.

                  The parties  have  executed this Agreement effective as of the
date first written above.

                                     COM TECH INTERNATIONAL CORP.



 4/25/97                                                                 
--------------------                         /s/ Sal Meir
Dated                                By:  --------------------------------------
                                             Sal Meir
                                          --------------------------------------
                                        
                                     Its:    President & CEO   
                                          --------------------------------------

                                     WORLDPORT COMMUNICATIONS, INC.


 4/23/97
---------------------                        /s/ John W. Dalton
Dated                                By:  --------------------------------------
                                             John W. Dalton     
                                          --------------------------------------

                                     Its:   President & CEO



                              
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