ASSET PURCHASE AGREEMENT


                  THIS ASSET PURCHASE  AGREEMENT (this  "Agreement") is made and
entered  into  this  23rd  day  of  April,   1997,  by  and  between   WorldPort
Communications,   Inc.,  a  Delaware  corporation   ("Buyer")  and  Telenational
Communications, Limited Partnership, a
Nebraska limited partnership ("Seller").

                  WHEREAS,  Seller  is  a  limited  partnership  with  ownership
divided  between a general  partner (the "General  Partner") and several limited
partners (each a "Limited  Partner," and collectively  with the General Partner,
the "Partners"), each with an ownership stake as set forth on Exhibit A hereto;

                  WHEREAS,    Seller   provides   domestic   and   international
telecommunications  services,  and is a  switch-based  reseller  of  services of
interexchange  carriers, and operates  telecommunications  switches and operator
services platforms in Omaha, Nebraska (the "Business");

                  WHEREAS,  on April 4,  1997,  Buyer  and  Seller  signed  that
certain letter of intent in contemplation of the transactions to be entered into
under this Agreement (the "Letter of Intent");

                  WHEREAS,   Seller  desires  to  sell,  and  Buyer  desires  to
purchase,  the Purchased Assets and Assumed  Liabilities and Assumed Obligations
in accordance with the terms and conditions set forth in this Agreement.

                  NOW, THEREFORE,  in consideration of the premises and promises
herein contained, the parties agree as follows:


                                    ARTICLE I

            PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES

                  1.1.  Purchase and Sale of Seller's Assets. At the Closing (as
hereafter defined),  Seller shall sell,  transfer,  assign and deliver to Buyer,
and Buyer shall  purchase,  accept,  assume and  receive,  all right,  title and
interest in, to or arising from the Business, as a going concern,  including the
Purchased Assets, but excluding the Excluded Assets.

                  1.2.  Purchased Assets.  The "Purchased Assets" are all of the
assets,  properties,  rights and claims used in, relating to or arising from the
conduct of the Business, including the following:




                                       -1-

<PAGE>



                  (a)  All accounts and notes receivable;

                  (b)  All network and switching equipment;

                  (c) All  Seller's  rights  to the FCC 214  License  - File No.
         I-T-C88-056,  held in the name of the General  Partner,  dated March 8,
         1988 (the "FCC 214 License");

                  (d) All  Seller's  rights to the South  American  calling card
         business  opportunity  currently  under  development  by Seller and its
         officers;

                  (e)  All cash, cash equivalents and marketable securities;

                  (f)  All carrier contracts;

                  (g)  All inventories;

                  (h)  All  rights  to  amounts  received and receivable arising
         from  the  judgment  in  favor  of  Seller  in  the  case  Telenational
         Communications  Limited Partnership v. Gateway Communications (HK) Ltd.
         and Winston Lee,  Doc. 934,  No. 260,  in the District Court of Douglas
         County, Nebraska;

                  (i)  All  tools,  machinery  and  equipment,  whether owned or
         leased;

                  (j)  All vehicles and rights under vehicle leases;

                  (k)  All office furnishings, shelves, equipment, telephone and
         telecopy numbers, fixtures and supplies;

                  (l)  All real property, whether owned or leased, including all
         land, buildings,  structures,  easements,  appurtenances and privileges
         relating thereto, and all leaseholds, leasehold improvements,  fixtures
         and other appurtenances and options,  including options to purchase and
         renew, or other rights thereunder (the "Real Estate");

                  (m)  All  technical, operational,  manufacturing  or marketing
         information,   including  new   developments,   inventions,   know-how,
         processes,  ideas and trade secrets and  documentation  thereof and all
         claims and rights related thereto;

                  (n)  The contents  of  all  bank  accounts,  lock boxes,  safe
         deposit  boxes  which  are  maintained  for  use  in the conduct of the
         Business;





                                       -2-

<PAGE>



                  (o) All patents,  trademarks, trade names, trade styles, logos
         and service marks and all applications and  registrations  therefor and
         licenses thereof;

                  (p) Copyrights  and  author's  rights,  whether  published  or
         unpublished,  including  rights to prepare,  reproduce  and  distribute
         copies, compilations and derivative works;

                  (q) All customer files, all lists of customers,  suppliers and
         vendors, all rights and claims under sales contracts,  customer orders,
         service agreements,  purchase orders, agent, dealer and distributorship
         agreements and other similar commitments;

                  (r) All rights in,  to and under the Material Contracts listed
         on Schedule 2.15;

                  (s)  All  documents  and  records  relating  to the  Purchased
         Assets,  or the  operations  or  products  of the  Business  (including
         historical  costing and pricing  data),  and  employment  and personnel
         records for all employees of the Business that Buyer chooses to hire;

                  (t)  All  accounting  books,  records,  ledgers and electronic
         data processing materials;

                  (u)  Rights   under   agreements   with  employees  concerning
         confidentiality and the assignment of inventions;

                  (v)  All   information   systems,   programs,   software   and
         documentation   thereof   (including  all  electronic  data  processing
         systems,  program  specifications,  source codes,  logs, input data and
         report layouts and formats, record file layouts,  diagrams,  functional
         specifications  and  narrative  descriptions,  flow  charts  and  other
         related  material) which are used or intended to be used in the conduct
         of the Business;

                  (w)  Prepaid expenses,  deferred  charges and cash advanced by
         customers  of  the  Business  and  rights  to  volume  rebates due from
         suppliers;

                  (x) Subject to the  agreements  set forth on Schedule  1.2(x),
         all goodwill associated with the Business,  including all rights to use
         the name "Telenational Communications";

                  (y)  All  warranties  related  to  assets  owned  and services
         received by Seller;





                                       -3-

<PAGE>



                  (z) All permits, licenses,  franchises, product registrations,
         filings,  authorizations,  approvals  and  indicia  of  authority  (and
         pending  applications for any thereof) to conduct the operations of the
         Business  and to own,  construct,  operate and  maintain  any  product,
         fixture, facility, equipment, vehicle, machinery or installation of the
         Business; and

                  (aa) All other assets,  properties,  rights and claims related
         to the operations of the Business or which arise in or from the conduct
         thereof;

other than the Excluded Assets.

                  For  purposes  hereof,   "Excluded   Assets"  means  only  the
following assets of Seller:

                  (i)  850,000  shares  of the Series A Non-Cumulative Preferred
         Stock of Enhanced Telecommunications Services, Inc. owned by Seller.

                  1.3. Assumed Liabilities.  At Closing,  Buyer shall assume and
at  or  after  Closing,  as  necessary,  Buyer  shall  discharge  the  following
liabilities of the Seller, but only to the extent to which they are recorded and
accrued on  Schedule  1.3 or arise from the date of  Schedule  1.3  through  and
including  the Closing Date (as  hereafter  defined) in the  ordinary  course of
business consistent with Seller's past practices (the "Assumed Liabilities"):

                  (a) Amounts owed by Seller to creditors under third party loan
         agreements including amounts owed by Seller to Buyer under that certain
         secured Promissory Note dated April 4, 1997 (the "Buyer Note");

                  (b)  Liabilities to trade creditors for accounts payable which
         arose in the ordinary course of the Business;

                  (c)  Liabilities   to   creditors  for  accrued  expenses  and
         liabilities  for  accrued  payroll  taxes  which  arose in the ordinary
         course of the Business;

                  (d)  Liabilities  owed by Seller to creditors who are Partners
         as shown on  Schedule  1.3  up to a maximum of $600,000 (the "Affiliate
         Liabilities");

                  (e)  Liabilities  owed  by  Seller  to the General Partner for
         accrued unpaid  management fees or notes into which such accrued unpaid
         management  fees  have  been converted up to a maximum of $400,000 (the
         "G.P. Liabilities");

                  (f)  Liabilities  and  obligations  to  Buyer  Employees   (as
         defined hereafter);





                                       -4-

<PAGE>



                  (g)  Liabilities to provide  services to prepaid  calling card
purchasers  to the extent  reflected as deferred  revenue on the 1996  Financial
Statements consistent with Seller's past practices; and

                  (h)  Liabilities under the leases for capital equipment.

At any time up until two (2)  business  days prior to Closing,  the  Partners to
whom  amounts are owed under the  Affiliate  Liabilities  may opt to receive the
common stock of Buyer,  at $1.50 per share,  as payment in lieu of cash.  At any
time up until two (2) business  days prior to Closing,  the General  Partner may
opt (with the consent of Buyer,  which  consent may be withheld in Buyer's  sole
discretion) to receive the common stock of Buyer, at $1.50 per share, as payment
for the G.P.  Liabilities  in lieu of the G.P. Note, as defined  hereafter.  All
shares of Buyer's  common  stock  delivered  in  satisfaction  of the  Affiliate
Liabilities are "Conversion Shares".

                  Buyer's  assumption of the foregoing  Assumed  Liabilities  is
qualified  by the  understanding  that  under  no  circumstances  shall  Buyer's
aggregate  liability  under the Assumed  Liabilities  exceed $4.5  million  (the
"Liabilities  Cap"). If the Assumed  Liabilities exceed the Liabilities Cap, the
G.P.  Liabilities  to be assumed  shall be reduced  dollar for dollar  until the
aggregate value of the Assumed  Liabilities does not exceed the Liabilities Cap.
If, notwithstanding  adjustments made in accordance with the foregoing sentence,
the value of the Assumed Liabilities is greater than the Liabilities Cap, Buyer,
in its sole  discretion may elect to assume all or a portion of such  additional
liabilities (the "Additional Liabilities"). To the extent that Buyer assumes any
Additional Liabilities, that number of the Escrowed Shares (as defined hereafter
and  valued  for this  purpose  at $1.50  per  share)  equal to the value of the
Additional Liabilities shall be distributed to Buyer.

                  1.4.  Obligations.  As of the Closing,  Buyer will assume only
the  obligations of Seller to perform after the Closing Date with respect to the
following  obligations  of  Seller  arising  solely  from the  operation  of the
Business (referred to herein as the "Assumed Obligations"):

                  (a) Obligations  under supplier  contracts and purchase orders
         arising in the normal course of the Business  consistent  with Seller's
         past practices;

                  (b)  Obligations  under  sales  contracts  and customer orders
         accepted in the normal course of the Business; and

                  (c)  Obligations  under the equipment  operating  leases to be
         assumed by Buyer at Closing  that arose in the  ordinary  course of the
         Business.

Except as set forth in Section 1.3 or this  Section  1.4,  Buyer does not assume
and shall not be liable for any debt, obligation, responsibility or liability of
Seller or any affiliate  thereof arising at any time or of the Business  arising
on or  prior to the  Closing  Date,  whether  known or  unknown,  contingent  or
absolute, or otherwise, all of which are retained by Seller and Seller shall
indemnify,  defend and hold harmless Buyer from and against all loss and expense
resulting from or related to any thereof.




                                       -5-

<PAGE>




                  Buyer shall  defend,  indemnify  and hold  harmless the Seller
from and against any and all liabilities,  obligations,  losses, claims, damages
(not  including any  incidental or  consequential  damages),  costs and expenses
(including  court costs and  reasonable  attorneys'  fees) related to or arising
from Buyer's failure to fully perform and discharge the  responsibilities of the
Seller with  respect to the Assumed  Liabilities  and Assumed  Obligations.  The
Buyer  further  agrees to pay and  discharge  all such Assumed  Liabilities  and
Assumed Obligations as they come due.

                  1.5.  Consideration.   The  aggregate  consideration  for  the
Business and the Purchased Assets shall be as follows:

                  (a)  3,750,000  shares of  Buyer's  common  stock  subject  to
         adjustment  if (i) the  Liability Cap is exceeded and Buyer assumes any
         Additional  Liabilities,  (ii) Buyer is due  indemnification  by Seller
         under  Article IX hereof,  (iii)  there are any  Expense  Overruns  (as
         defined in Section 12.3,  or (iv) there are any Rejected  Contracts (as
         defined in Section  1.9(c)) (as adjusted in  accordance  herewith,  the
         "Buyer's Stock"); and

                  (b)  Assumption  of  the  Assumed  Liabilities   and   Assumed
Obligations.

                  1.6.  Closing.  The  transfer of assets  contemplated  by this
Agreement (the "Closing") shall occur at the offices of McDermott, Will & Emery,
227 West Monroe  Street,  Chicago,  Illinois,  at 10:00 A.M. on the tenth (10th)
business day following  the later to occur of (i) the receipt and  acceptance of
the 1996 Financial  Statements and (ii) the grant by the Federal  Communications
Commission (the "FCC") of a Joint  Application  (as defined  hereafter) by Final
Order (as defined hereafter),  or at such other time or place as may be mutually
agreed upon by the parties (the "Closing Date"). Upon consummation,  the Closing
shall be deemed to take place as of the close of business on the Closing Date.

                  1.7.  Deliveries by Buyer. At Closing, Buyer shall deliver the
following:

                  (a)  Certificates  evidencing  the Buyer's Stock registered in
         the name of Seller;

                  (b)  Payment  of  the Affiliate Liabilities or delivery of the
         Conversion Shares, as applicable;

                  (c) An Instrument of  Assumption  of Assumed  Liabilities  and
         Assumed  Obligations  in  substantially  the form  attached  hereto  as
         Exhibit B executed on behalf of Buyer;




                                       -6-

<PAGE>



                  (d) The Escrow  Agreement in  substantially  the form attached
         hereto as  Exhibit C (the  "Escrow  Agreement")  executed  on behalf of
         Buyer;

                  (e) The Registration  Rights  Agreement in  substantially  the
         form attached hereto as Exhibit D (the "Registration Rights Agreement")
         executed on behalf of Buyer;

                  (f) An opinion of counsel to Buyer, including, but not limited
         to, opinions as to the organization,  good standing and  capitalization
         of Buyer and the  authority  of Buyer to enter into and  perform  under
         this Agreement and the  enforceability  of this  Agreement  against the
         Buyer;

                  (g) A  certificate  of Buyer  certifying  as to the  continued
         accuracy  of  the   representations  and  warranties  made  herein  and
         compliance with conditions precedent to the Closing;

                  (h)  Certificate  of  the Secretary of Buyer certifying copies
         of  the  Certificate  of  Incorporation  and  Bylaws of Buyer as of the
         Closing Date;

                  (i)  Payment  or  cancellation of the Buyer Note and a release
         of Mr. Edmund  Blankenau  from  his guaranty thereunder which guarantee
         shall be returned to Mr. Blankenau at Closing; and

                  (j) Such other instruments or documents as may be necessary or
         appropriate to carry out the transactions contemplated hereby.

One Million  (1,000,000)  shares of the Buyer's  Stock (the  "Escrowed  Shares")
shall,  pursuant to the Escrow  Agreement,  be delivered to the Escrow Agent (as
defined in the Escrow  Agreement).  The  remainder of the Buyer's Stock shall be
delivered to Seller.  The  consideration  described  in Section  1.7(b) shall be
delivered to Seller on behalf of the relevant Partners.

                  1.8.  Deliveries by Seller.   At  the  Closing,  Seller  shall
deliver the following to Buyer:

                  (a)  A  Bill of Sale in substantially the form attached hereto
         as Exhibit E (the "Bill of Sale");

                  (b) An  opinion  of  counsel  to  Seller,  including,  but not
         limited  to,  opinions  as  to  the  organization,  good  standing  and
         capitalization  of Seller and the authority of Seller to enter into and
         perform under this Agreement and the  enforceability  of this Agreement
         against the Seller;





                                       -7-

<PAGE>



                  (c) A  certificate  of Seller  certifying  as to the continued
         accuracy  of  the   representations  and  warranties  made  herein  and
         compliance with conditions precedent to the Closing;

                  (d)  Certificate  of an officer of Seller certifying copies of
         the  organizational documents and ownership record book of Seller as of
         the Closing Date;

                  (e)  Any   third   party   consents  required  for  Seller  to
         consummate the transactions contemplated hereby;

                  (f)  Trademark assignments, if any;

                  (g)  Patent assignments, if any;

                  (h)  Warranty  deed  to each parcel of Real Estate as required
         by applicable law, if any;

                  (i)  Consent  and estoppel letters from each lessor of real or
         personal property used in the Business;

                  (j) Except for the  creditors  set forth on Schedule  1.8 (j),
         which creditors shall provide Seller with consents to the  consummation
         of the  transactions  contemplated  hereunder and which consents Seller
         shall also deliver to Buyer at Closing, payoff and release letters from
         creditors of the Seller together with UCC-3 termination statements with
         respect to financing  statements  filed  against the Business or any of
         the Purchased Assets;

                  (k)  The Escrow Agreement executed on behalf of Seller;

                  (l)  The  Registration  Rights Agreement executed on behalf of
         Seller; and

                  (m) Such other  endorsements,  instruments or documents as may
         be necessary or appropriate to carry out the transactions  contemplated
         hereby.

At the  Closing,  Seller  shall take all steps  necessary  to place the Buyer in
actual  possession  and  operating  control of the  Business  and the  Purchased
Assets.

                  1.9.  Nonassignable Contracts.

                  (a) To the extent that the  assignment  by Seller of any sales
order,  purchase order, lease or other contract included in the Purchased Assets
is not  permitted  without (i) the  consent of the other party to the  contract,
(ii) the approval of Buyer as a source of the products or services




                                       -8-

<PAGE>



called for by such  contract or (iii) the  approval  of Buyer as a lessee,  this
Agreement  shall not be deemed  to  constitute  an  assignment  or an  attempted
assignment  of the  same,  if such  assignment  or  attempted  assignment  would
constitute  a  breach  thereof.  However,  unless  otherwise  agreed  as to  any
particular  contract or order (or class thereof),  Seller shall use commercially
reasonable efforts to obtain any and all such consents, approvals and novations.

                  (b) If any consent,  approval or novation is requested but not
obtained,  Seller  shall  cooperate  with  Buyer in any  reasonable  arrangement
designed  to provide  the Buyer with all of the  benefits  under such  contract,
lease or order as if such  consent,  approval  or  novation  had been  obtained,
including subleases from Seller and, undertakings by Buyer of the work necessary
to complete contracts and to deliver goods and services called for thereunder as
the agent of Seller with the  understanding  that Seller  shall then invoice the
purchaser for the goods and services  provided and promptly  remit the amount of
the receivable to Buyer. In any such arrangement,  the Buyer shall have the sole
responsibility  with respect to the  completion of the work  following  Closing;
shall bear all costs and  expenses  with  respect  thereto  arising or occurring
after the Closing Date;  shall be solely entitled to the benefits;  and shall be
solely  responsible  for any breach of  contract  with  respect to the goods and
services of the Business to the extent they are  manufactured or performed after
the Closing Date.

                  (c) If a consent,  approval  or  novation  requested  by Buyer
pursuant to this  Section is not  obtained  prior to the  Closing  Date and as a
result  Buyer  will not  receive  the  benefit  of the goods or  services  to be
received or the amounts to be paid pursuant to the underlying contract, lease or
order despite the best efforts of the parties to develop a suitable  arrangement
pursuant to subsection  (b) above (the "Rejected  Contracts"),  Buyer shall give
written  notice at or prior to Closing that the following  adjustments  shall be
made:

                  (i) All  rights  of  Seller  with  respect  to  each  Rejected
         Contract  identified in Buyer's notice shall be deemed  Excluded Assets
         and  shall  not  be  deemed  Purchased  Assets  for  purposes  of  this
         Agreement,  including for the  determination of the consideration to be
         paid to Seller;

                  (ii) All liabilities and obligations of Seller with respect to
         each Rejected Contract identified in Buyer's notice shall not be deemed
         Assumed   Liabilities  for  purposes  of  this   Agreement,   including
         determination of the consideration to be paid to Seller, and

                  (iii) The  consideration to be paid pursuant to Section 1.5(a)
         above  shall be  reduced  to  account  for the  value  of the  Rejected
         Contract.  For the purposes of this reduction,  the Buyer's Stock shall
         be valued at $1.50 per Share.


                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLER

                  Seller hereby  represents and warrants to Buyer as of the date
hereof, and as of the Closing Date, as follows:





                                       -9-

<PAGE>



                  2.1. Authority.  Seller has all requisite power and authority,
without  the  consent of any other  person  except for the  creditors  listed on
Schedule  1.8(j),  and the  Limited  Partners,  which  consent  shall  have been
received  prior to  Closing,  to execute  and  deliver  this  Agreement  and the
agreements  to be  delivered  at  Closing  and to  carry  out  the  transactions
contemplated hereby and thereby. All acts or proceedings required to be taken by
Seller to authorize the execution and delivery of this  Agreement have been duly
and properly  taken.  All acts or proceedings  required to be taken by Seller to
authorize the  performance of this Agreement and all  transactions  contemplated
hereby will have been duly and properly taken on or before the Closing Date.

                  2.2.  Validity.  This Agreement has been, and the documents to
be  delivered  at Closing by Seller will be, duly  executed  and  delivered  and
constitute  lawful,  valid and binding  obligations  of Seller,  enforceable  in
accordance with their respective terms,  except as enforcement may be limited by
applicable  bankruptcy,  reorganization,  insolvency,  moratorium and other laws
affecting  creditors'  rights  generally  and by general  equitable  principles.
Except  as set  forth on  Schedule  2.2,  the  execution  and  delivery  of this
Agreement and the consummation of the transactions  contemplated hereby will not
result in the  creation of any lien,  charge or  encumbrance  of any kind or the
acceleration  of any  indebtedness  or  other  obligation  of  Seller,  will not
otherwise  restrict the ability of Buyer to carry on the Business  after Closing
and are not prohibited by, do not violate or conflict with any provision of, and
do not constitute a default under or a breach of (a) the  certificate of limited
partnership  of Seller,  (b) any note,  bond,  indenture,  contract,  agreement,
permit,  license  or other  instrument  to which  Seller  is a party or by which
Seller or any of its Purchased Assets is bound, (c) any order, writ, injunction,
decree or judgment of any court or governmental  agency, or (d) any law, rule or
regulation  applicable  to  Seller.  Except as set  forth in  Schedule  2.2,  no
approval,  authorization,  registration,  consent,  order or other  action of or
filing  with any person,  including  any court,  administrative  agency or other
governmental  authority, is required for the execution and delivery by Seller of
this Agreement or the  consummation by Seller of the  transactions  contemplated
hereby.

                  2.3.  Due Organization.

                  Seller has been duly organized, and is validly existing and in
good standing  under the laws of its state of formation,  and has full power and
authority and all requisite  rights,  licenses,  permits and  franchises to own,
lease  and  operate  its  assets  and to  carry on the  business  in which it is
engaged.

                  2.4.  Transactions  with  Affiliates.  Except  as set forth on
Schedule 2.4, since December 31, 1996,  there has not been any  distribution  of
cash declared or paid or any other  distribution of assets by the Seller made to
its Partners or affiliates.  Except as set forth on Schedule 2.4, no Partner nor
any affiliate of Seller, directly or indirectly:




                                      -10-

<PAGE>




                  (a) owns any debt,  equity  or other  interest  or  investment
greater  than 5% in any  corporation,  association  or other  entity  which is a
competitor,  lessor, lessee,  customer,  supplier or advertiser of the Seller or
the Business;

                  (b)  has any cause of action or other claim whatsoever against
or owes any amount to, or is owed any amount by, the Seller;

                  (c)  has any interest in or owns any property or right used in
the conduct of the Business;

                  (d) is a party to any contract, lease, agreement,  arrangement
or  commitment  entered  into with Seller or otherwise  in  connection  with the
Business; or

                  (e)  has outstanding any loan or advance from Seller.

                  2.5. Financial Statements. Buyer has received Seller's audited
financial  statements  for the years ended December 31, 1994 and 1995 (the "1994
and 1995  Financials") and Seller  represents that the 1994 and 1995 Financials,
attached hereto as Schedule 2.5 are (i) accurate,  correct and complete; (ii) in
accordance  with the  books  of  account  and  records  of  Seller;  (iii)  fair
presentations of the financial  condition and results of operations of Seller as
of the  dates  and for the  periods  indicated  therein;  and (iv)  prepared  in
accordance with U.S. generally accepted accounting  principles,  as consistently
applied by Seller.  Seller has also provided Buyer with an unaudited  profit and
loss  statement  and  balance  sheet for the year ended  December  31, 1996 (the
"Unaudited  Financial  Statements"),  dated as of April 14, 1997.  Except as set
forth  on  the  Unaudited  Financial  Statements,   Seller  does  not  have  any
liabilities  or  obligations  of any nature  (accrued,  absolute,  contingent or
otherwise)  other than  liabilities  incurred in the ordinary course of business
since the date of the Unaudited Financial Statements on terms and conditions and
in amounts  consistent with past practice and not exceeding  $15,000,  except as
set forth in Schedule 2.5. Prior to Closing, Seller shall present Buyer with the
audited financial statements of Seller for the year ended December 31, 1996 (the
"1996  Financial  Statements").  The  1996  Financial  Statements  shall  be (i)
accurate, correct and complete; (ii) in accordance with the books of account and
records of Seller;  (iii) fair  presentations  of the  financial  condition  and
results of  operations  of Seller as of the dates and for the periods  indicated
therein; and (iv) prepared in accordance with U.S. generally accepted accounting
principles, as consistently applied by Seller.

                  2.6.  Books and Records.  The  books  of  account,  records of
ownership  and other  records  (financial  and  otherwise)  of Seller are in all
respects  complete  and  correct  and are  maintained  in  accordance  with good
business practices.

                  2.7.  Interim  Change.  Except as set forth on  Schedule  2.7,
since December 31, 1996 there have not been any of the following with respect to
Seller:  (a) any material  adverse  change in the financial  condition,  assets,




                                      -11-

<PAGE>




liabilities,  personnel,  business,  prospects or relationships  with suppliers,
customers,  distributors,  sales representatives,  lenders, lessors or others (a
"Material  Adverse  Effect")  or (b)  any  damage,  destruction  or  loss of any
material assets,  whether or not covered by insurance.  Since December 31, 1996,
Seller has operated the Business in the ordinary  course,  consistent  with past
practices.

                  2.8. Accounts  Receivable.  To the best of Seller's knowledge,
Schedule  2.8 hereto sets forth an accurate,  correct and complete  aging of all
outstanding accounts and notes receivable of Seller as of March 31, 1997. To the
best of Seller's  knowledge,  all outstanding  accounts and notes  receivable of
Seller are due and valid claims  against  account  debtors for goods or services
delivered or rendered, are not subject to any defenses, offsets or counterclaims
and are collectible within 90 days of the date of the applicable invoice (net of
the stated  allowance  for doubtful  accounts  reflected on Schedule  2.8).  All
receivables  arose in the ordinary  course of  business.  Except as set forth on
Schedule 2.8, no receivables  are subject to prior  assignment,  claim,  lien or
security  interest.  Where  receivables arose out of secured  transactions,  all
financing  statements and other instruments  required to be filed or recorded to
perfect the title or security  interest of Seller have been  properly  filed and
recorded.

                  2.9.  Insurance.  Schedule  2.9 is a complete and correct list
and summary description  (including the name of the carrier,  coverage,  premium
and expiration date) of all policies of insurance or fidelity bond maintained by
Seller. Such policies are in full force and effect.

                  2.10. Title to Assets.  Seller is the sole and exclusive legal
and  equitable  owner  of all  right,  title  and  interest  in and has good and
marketable title to all of the Purchased Assets. Except as set forth on Schedule
2.10, none of the Purchased  Assets which the Seller purports to own are subject
to (a) any title  defect or  objection;  (b) any  contract of lease,  license or
sale; (c) any security interest,  mortgage,  pledge, lien, charge or encumbrance
of any  kind or  character,  direct  or  indirect,  whether  accrued,  absolute,
contingent  or  otherwise,  except  minor  liens and  encumbrances  which do not
materially detract from the value or interfere with the present use thereof; (d)
any  royalty  or  commission   arrangement;   or  (e)  any  claim,  covenant  or
restriction.  Schedule 2.10 sets forth an accurate, correct and complete list of
all depreciable  Purchased  Assets.  The Purchased  Assets are in good operating
condition and repair  (reasonable wear and tear excepted),  are suitable for the
purposes for which they are presently  being used,  and are adequate to meet all
requirements of the Business as presently  conducted.  The Purchased Assets will
furnish the Buyer with all of the capacity and rights to produce,  develop, use,
sell,  distribute,  install  and service the  products  of the  Business  and to
perform the same  services in the same manner as  presently  being  performed by
Seller.

                  2.11. Proprietary Information. Except as set forth on Schedule
2.11,  information  in the  nature of trade  secrets,  know-how  or  proprietary
information  used by Seller,  including  but not  limited  to,  customer  lists,
customer  files,   mailing  lists,   copyrighted  and  copyrightable   material,
electronic  data  processing  systems,   program  specifications  and  technical




                                      -12-

<PAGE>




information  relating to the  products and the  operation  of the Business  (the
"Proprietary  Information"):  (a) is owned solely and exclusively by Seller free
and clear of any adverse  claims;  and (b) has been  continuously  maintained as
confidential  information  by Seller by taking  all  reasonable  precautions  to
protect  the  confidentiality  of such  Proprietary  Information.  Seller has no
knowledge of any violation of any trade secret rights or copyrights with respect
to the  Proprietary  Information  by any other  person,  nor of any violation by
Seller of any trade secret  rights,  patents,  trademarks  or  copyrights of any
other person.

                  2.12.  Customers  and  Suppliers.  All contracts or agreements
with  customers  and  suppliers  currently  in effect were entered into by or on
behalf of Seller in the ordinary course of business at prices, in quantities and
on terms consistent with past practice. Seller has no reason to believe that any
customer or supplier will cease to do business with Seller after, or as a result
of,  the  consummation  of any  transactions  contemplated  hereby  or that  any
customer or supplier is threatened with bankruptcy or insolvency.  Except as set
forth on Schedule  2.12 Seller knows of no fact,  condition or event which would
adversely  affect the relationship of Seller with any customer or supplier after
Closing.

                  2.13. Employees.  Schedule 2.13 hereto sets forth an accurate,
correct  and  complete  list  and  summary   description   of  all   agreements,
arrangements or  understandings,  written or oral, with officers,  directors and
employees of Seller,  including those regarding  services to be rendered,  terms
and conditions of employment, non-competition,  confidentiality and compensation
(the "Employment Contracts"). Seller has provided Buyer with information that is
correct in all  material  respects  with respect to (a) the length of service of
each employee of Seller (each a "Business  Employee");  and (b) the compensation
(including terms of payment, bonuses, commissions and deferred compensation,  as
well as any benefits) of each Business  Employee.  Schedule 2.13 contains a list
and summary  description  of all cash  profit-sharing  plans,  benefit plans and
other  compensation  arrangements or understandings of Seller or to which Seller
is a party or otherwise  bound.  Seller has no pension or profit  sharing  plans
that require it to comply with the provisions of the Employee  Retirement Income
Security  Act of 1974,  as  amended.  Seller  is not a party  to any  collective
bargaining  agreement.  Seller has not suffered or sustained any labor  disputes
resulting in any work stoppage. Seller does not have any unfunded liabilities in
connection  with its 401(k) plan or in connection  with any other  retirement or
employee benefit plan.

                  2.14.  Licenses and Permits.  Schedule 2.14 hereto contains an
accurate,  correct and  complete  list and summary  description  of each license
(including  the FCC 214  License),  permit,  certificate,  approval,  exemption,
franchise,  registration,  variance,  accreditation or  authorization  issued to
Seller or used in the Business,  (collectively, the "Licenses and Permits"). The
Licenses  and  Permits  are valid and in full force and effect and there are not
pending,  nor, to the knowledge of Seller,  threatened,  any  proceedings  which
could result in the termination,  revocation, limitation or impairment of any of
the Licenses and Permits.  Except as set forth on Section 2.14, the execution of
this Agreement and the consummation of the transactions contemplated hereby will
not alter or result in the termination or modification of any License or Permit.
The Licenses and Permits listed on Schedule 2.14 include all licenses,  permits,
certificates,  approvals,  exemptions,  franchises,  registrations,   variances,





                                      -13-

<PAGE>




accreditations and other authorizations as are necessary or appropriate in order
for Seller to own and conduct its business,  sell and  distribute  its products,
operate its motor vehicles and occupy and lease its offices.  No violations have
been  recorded  in  respect  of any  Licenses  and  Permits,  and  Seller has no
knowledge of any meritorious basis therefor.

                  2.15. Material  Contracts.  Schedule 2.15 hereto sets forth an
accurate, correct and complete list of all contracts, instruments,  commitments,
agreements,   arrangements  and  understandings  including  all  amendments  and
supplements  thereto, to which Seller is a party or is bound, or by which any of
the  assets of  Seller  are  subject  or bound (i)  which  involve  benefits  or
obligations with a value  individually or in the aggregate,  of $20,000 or more,
or (ii) which  otherwise  involve any of the following  types of contracts  (the
items in (i) and (ii) being  collectively  referred  to herein as the  "Material
Contracts"):

                  (a)  any customer and representative contracts;

                  (b)  any vendor and carrier contracts;

                  (c)  any  sales,  license,  service or distribution agreements
and contracts;

                  (d)  any leases of real or personal property;

                  (e)  all Employment Contracts;

                  (f)  all  agreements  and contracts containing requirements or
"take or pay" provisions;

                  (g)  all   agreements   between  Seller  and  any  Partner  or
affiliate of Seller;

                  (h)  all agreements and contracts for insurance;

                  (i)  all agreements and contracts with state,  federal, local,
regulatory or other governmental entities;

                  (j)  all  agreements and contracts not to compete or otherwise
restricting activities;

                  (k)  all  agreements  and  contracts containing a provision to
indemnify any party or assume any tax, environmental or other liability; and

                  Except as set forth on Schedule 2.15,  all Material  Contracts
are valid,  binding and  enforceable  in accordance  with their terms and are in
full force and effect and none of the parties to any  Material  Contract  are in
breach  of,  violation  of, or in default  under the terms of any such  Material
Contract. Except as set forth on Schedule 2.15, no event has occurred which with



                                      -14-

<PAGE>




notice or passage of time or both would result in a breach of,  violation of, or
in default  under,  the terms of any Material  Contract.  Except as set forth on
Schedule 2.15, the consummation of the transactions contemplated hereby, without
notice to or consent or approval of any party,  will not constitute a breach of,
violation of, or default under any provision of any Material Contract.  There is
no adverse  claim on the rights of Seller under any Material  Contract.  None of
the  rights of Seller  under  any  Material  Contract  will be  impaired  by the
consummation of the transactions contemplated by this Agreement, and all of such
rights will be  enforceable  by Buyer after the Closing Date without the consent
or agreement of any other party,  including  all rights to renew the  applicable
Material Contract. Seller has delivered accurate, correct and complete copies of
each Material Contract to Buyer.

                  2.16. Taxes. All federal, state, county and other tax returns,
reports and declarations of every nature (including income, employment,  excise,
property,  sales and use taxes)  required  to be filed by or on behalf of Seller
have been filed or will be filed by their respective due dates, as extended, and
have been paid.  There are no  outstanding  agreements or waivers  extending the
statute of limitations  with respect to the assessment of any federal income tax
or  other  tax.  Except  to the  extent  reflected  on the  Unaudited  Financial
Statements  or accrued in the Assumed  Liabilities,  since  December  31,  1996,
Seller does not have any tax liability.

                  2.17. Legal Proceedings.  Except as set forth in Schedule 2.17
hereto,  Seller is not engaged in or a party to or, to the best of the knowledge
of Seller,  threatened with any action,  suit,  proceeding,  complaint,  charge,
hearing,  investigation  or arbitration or other method of settling  disputes or
disagreements;  and,  Seller does not know of,  anticipate or have notice of any
reasonable  basis for any such  action.  Seller has not  received  notice of any
investigation threatened or contemplated by any foreign, federal, state or local
governmental  or regulatory  authority,  including  those  involving the working
conditions of  employees,  the Business'  employment  practices or policies,  or
compliance with environmental regulations.  Neither Seller nor any of the assets
of Seller is subject to any judgment,  order, writ,  injunction,  stipulation or
decree of any court or any governmental agency or any arbitrator.

                  2.18.  Compliance with Law.

                  (a)  With respect to the United States:

         Seller  and  the  Business  conform to all applicable statutes,  codes,
         ordinances, licensing requirements, laws, rules and regulations. Seller
         has  complied   with  all  statutes,   codes,   ordinances,   licensing
         requirements,  laws,  rules,   regulations,  decrees,  awards or orders
         applicable to its business or operations; and there is not and will not
         be any liability arising from  or  related to any  violations  thereof;
         Seller has no knowledge of any  violations  of  such  laws.  Seller has
         submitted  or  filed   all  reports  and  statements  required  by  all
         applicable  statutes,  codes, ordinances, licensing requirements, laws,
         rules  and  regulations  in  a timely manner and all such  reports  and
         statements  were  true  and  correct  in  all  material  respects  when
         submitted or filed.




                                      -15-

<PAGE>




                  (b)  With  respect to the laws of all other countries in which
Seller conducts the Business:

         To the best of Seller's  knowledge,  Seller and the Business conform to
         all applicable statutes,  codes,  ordinances,  licensing  requirements,
         laws, rules and regulations.  To the best of Seller's knowledge, Seller
         has  complied  with  all   statutes,   codes,   ordinances,   licensing
         requirements,  laws,  rules,  regulations,  decrees,  awards  or orders
         applicable to its business or operations; and there is not and will not
         be any  liability  arising from or related to any  violations  thereof;
         Seller has no knowledge of any  violations of such laws. To the best of
         Seller's  knowledge,  Seller has  submitted  or filed all  reports  and
         statements  required by all  applicable  statutes,  codes,  ordinances,
         licensing requirements,  laws, rules and regulations in a timely manner
         and all such  reports  and  statements  were  true and  correct  in all
         material respects when submitted or filed.

                  2.19.  Brokers.  Seller  has retained Mr. David Friedrich as a
broker.  Schedule  2.19  accurately describes all obligations and liabilities of
Seller (the "Broker Fees") to Mr. Friedrich.

                  2.20. Seller's  Investment Intent;  Provisions of Information.
The  Buyer's  Stock  acquired  by Seller  pursuant  to this  Agreement  is being
acquired for Seller's own  account,  for  investment  and not with a view to the
distribution  thereof  within the meaning of Section 2 of the  Securities Act of
1933, as amended (the "1933 Act");  provided,  however,  Seller shall be able to
distribute the Buyer's Stock to the Partners, so long as such distribution shall
not amount to a  distribution  within the  meaning of Section 2 of the 1933 Act.
Seller  is a  sophisticated  investor  and has  had  access  to all  information
regarding  Buyer  necessary  to make a decision to invest in the Buyer's  Stock.
Seller has received from Buyer and has reviewed Buyer's 1995 and 1996 reports on
Form  10-KSB,  Buyer's  reports on Form  10-QSB for the first,  second and third
quarters  of 1996,  the  Buyer's  report on Form S-8 dated  February 7, 1997 and
Buyer's Private Placement Memorandum dated November 1, 1996.

                  2.21.  Disclosure.   The  representations  and  warranties  of
Seller  contained in this  Agreement and the  schedules,  certificates  or other
written  statements  delivered  pursuant to this Agreement or in connection with
the transactions contemplated herein, are each accurate, correct and complete in
all respects, and do not contain any untrue statement of a material fact or omit
to  state a  material  fact  necessary  in  order  to make  the  statements  and
information   contained  herein  or  therein  not  misleading.   Each  list  and
description  contained on any schedule  delivered  pursuant to this Agreement is
accurate and complete.




                                      -16-

<PAGE>


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                                    OF BUYER

                  Buyer hereby  represents and warrants to Seller as of the date
hereof, and as of the Closing Date, as follows:

                  3.1.  Authority.  Buyer has all requisite power and authority,
without the consent of any other person,  to execute and deliver this  Agreement
and the agreements to be delivered at Closing and to carry out the  transactions
contemplated  hereby and thereby.  All corporate  and other acts or  proceedings
required  to be  taken  by  Buyer  to  authorize  the  execution,  delivery  and
performance of this Agreement and all transactions contemplated hereby have been
duly and properly taken.

                  3.2.  Validity.  This Agreement has been, and the documents to
be  delivered  at Closing by Buyer will be,  duly  executed  and  delivered  and
constitute lawful,  valid and legally binding obligations of Buyer,  enforceable
in accordance with their respective terms,  except as enforcement may be limited
by applicable bankruptcy, reorganization,  insolvency, moratorium and other laws
affecting creditors' rights generally and by general equitable  principles.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby will not result in the  creation of any lien,
charge or encumbrance of any kind or the  acceleration  of any  indebtedness  or
other  obligation of Buyer and are not prohibited by, do not violate or conflict
with any provision of, and do not  constitute a default under or a breach of (a)
Buyer's  certificate of incorporation or bylaws, (b) any note, bond,  indenture,
contract,  agreement,  permit,  license or other  instrument to which Buyer is a
party or by which  Buyer or any of its  assets is bound,  (c) any  order,  writ,
injunction,  decree or judgment of any court or governmental  agency, or (d) any
law, rule or regulation applicable to Buyer.

                  3.3.  Due Organization.   Buyer is a corporation organized and
validly existing under the laws of the State of Delaware, and has full power and
authority to carry on the business in which it is engaged.

                  3.4.  SEC  Documents.  Buyer  has filed  all  reports,  forms,
schedules  and other  documentation  ("Reports")  with the  Securities  Exchange
Commission as required by the Securities Exchange Act of 1934, as amended and as
required by the Securities Act of 1933, as amended.  None of the Reports,  as of
the respective dates, contained any untrue statement of material fact or omitted
to state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading.

                  3.5.  Access.  Buyer and its agents have been given the access
to the assets,  books,  records and  contracts as requested by Buyer,  have been
given the opportunity to meet with officers and other  representatives of Seller
for the  purpose  of  investigating  and  obtaining  information  regarding  the
Business and the Purchased Assets.

                  3.6. Capital Stock of Buyer.  The authorized  capital stock of
Buyer consists of 65,000,000  shares of common stock, par value $.0001 per share




                                      -17-

<PAGE>




and 10,000,000  shares of preferred stock, par value $.0001 per share. As of the
date of this  Agreement,  10,883,333  shares of  common  stock  are  issued  and
outstanding,  and no shares of common  stock are held in the  treasury of Buyer,
and no shares of preferred  stock are issued and  outstanding.  All  outstanding
shares of common  stock are duly  authorized,  validly  issued,  fully  paid and
nonassessable. Except as described on Schedule 3.7 attached hereto, there are no
outstanding subscriptions,  options, calls, conversion rights, warrants or other
agreements or commitments of any nature whatsoever,  either firm or conditioned,
obligating Buyer to issue,  deliver,  sell or otherwise encumber, or cause to be
issued, delivered, sold or otherwise encumbered, any additional shares of common
stock, or any securities  convertible  into or exchangeable for shares of common
stock of Buyer or  obligating  Buyer to  grant,  extend  or enter  into any such
agreement or  commitment.  Buyer  represents  and warrants  that none of Buyer's
issued and outstanding common stock was issued in violation of any third party's
preemptive  rights.  Buyer  represents  and warrants  that upon each issuance of
common  stock  hereunder,  the shares of common  stock  issued shall be free and
clear of all liens,  security  interests and encumbrances of any kind whatsoever
and shall be duly authorized and validly issued, fully-paid and nonassessable.

                  3.7.  No  Violations.  The  execution  and  delivery  of  this
Agreement and the consummation of the transactions  contemplated hereby will not
conflict  with,  or result in any  violation of, or default or loss of a benefit
under, or permit the acceleration of any obligation  under, any provision of the
Certificate of  Incorporation  or Bylaws of Buyer,  or any mortgage,  indenture,
lease,  covenant,  agreement or other  instrument,  permit,  concession,  grant,
franchise,  license,  judgment,  order, decree, statute, law, ordinance, rule or
regulation applicable to Buyer or its respective properties.

                  3.8.  Financial Statements.

         (a) Prior to the  execution of this  Agreement,  Buyer has delivered to
Seller true and correct copies of (i) audited consolidated  financial statements
of Buyer as of and for the  fiscal  years  ended  December  31,  1996 and  1995,
including the statements of condition,  statements of operations,  statements of
changes in  shareholders'  equity,  statements of cash flow and related footnote
disclosures,  and  (ii)  unaudited  statement  of  condition  and  statement  of
operations  and  statement of cash flow as of and for the period ended March 15,
1997  (collectively,  "Buyer's  Financials").  As of their respective date, such
Buyer's  Financials  present  fairly the  financial  position of Buyer as of the
dates  thereof and the  results of its  operations  for the periods  then ended.
Except as set forth on the Buyer's  Financials  and in Buyer's 1996 Form 10-KSB,
dated April 15, 1997,  Buyer does not have any liabilities or obligations of any
nature  (accrued,  absolute,  contingent  or otherwise)  other than  liabilities
incurred  in the  ordinary  course of  business  since  the date of the  Buyer's
Financials on terms and conditions and in amounts  consistent with past practice
and not exceeding $15,000.

         (b) Buyer has conducted its business since  December 31, 1996,  only in
the  ordinary  and usual  course,  and Buyer has not  undergone  or suffered any




                                      -18-

<PAGE>




change  in  its  condition   (financial  or  otherwise),   properties,   assets,
liabilities, business operations or prospects which have been, in any case or in
the aggregate, materially adverse to Buyer.

                  3.9.  No  Litigation.  Except as set forth on  Schedule  3.10,
there is not pending or, to the knowledge of Buyer,  threatened or existing, any
claim,   unsatisfied  judgment,   litigation,   governmental   investigation  or
proceeding   before  any  court,   arbitrator  or  federal  or  state  or  other
governmental  commission,  board or other  agency,  by or against  or  adversely
affecting  the  operations  or  financial  condition  of Buyer or its  business,
property or assets or any  business,  property  or assets with  respect to which
Buyer has an agreement, understanding or arrangement to acquire.

                  3.10.  Subsidiaries.  Except as  described  on  Schedule  3.11
attached  hereto,  Buyer does not  control,  directly or  indirectly,  any other
corporation, association, partnership or other business entity or own any shares
of  capital  stock or other  securities  of any other  entity or any  general or
limited  partnership;  nor has  Buyer  entered  into  any  contract,  agreement,
commitment or arrangement to acquire any such interest.

                  3.11.  Registration  Rights.  Except as set forth in  Schedule
3.12 and as provided in this  Agreement,  Buyer is not a party to, or  otherwise
bound by, any agreement or commitment  which  obligates  Buyer to register under
federal securities laws any of the Buyer's presently  outstanding  securities or
any of Buyer's securities which may hereafter be issued.

                  3.12.  Tax Returns.  Buyer  has  filed  all  federal and state
income tax returns and all other returns with respect to taxes,  either  federal
or state, which are required to be filed, and has paid all taxes shown as due on
such returns.


                                   ARTICLE IV

                             ACTIONS PENDING CLOSING

                  4.1.  Interim Conduct of Business.  From the date hereof until
the Closing,  Seller shall  preserve,  protect and  maintain the  Business,  and
operate the Business  consistent  with prior practice and in the ordinary course
of business.  Without  limiting the generality of the  foregoing,  from the date
hereof until the Closing, except as otherwise agreed by Buyer in writing, Seller
shall not:

                  (a)  merge,   liquidate,   consolidate,   amend   its  limited
partnership agreement or effect any other organizational change;

                  (b)  expressly  enter into,  amend or  terminate,  or agree to
enter  into,  amend or  terminate  any  Material  Contract,  except  as noted on
Schedule  4.1  hereto,  and  shall  comply  with all  obligations  under all the
Material Contracts in all material respects;




                                      -19-

<PAGE>




                  (c)  sell,  lease or  otherwise  dispose  of or agree to sell,
lease or otherwise dispose of, any assets, properties,  rights or claims, except
in the ordinary  course of business and at prices and on terms  consistent  with
past practice;

                  (d) incur or become  subject  to, nor agree to incur or become
subject to, any debt, obligation or liability,  contingent or otherwise,  except
current  liabilities in the ordinary course of business and consistent with past
practice;

                  (e) fail to maintain, keep, and preserve all of its properties
(tangible  and  intangible)  necessary  or useful in the  proper  conduct of its
business in good working order and condition, ordinary wear and tear excepted;

                  (f) fail to  comply  in all  respects  with  applicable  laws,
rules, regulations,  and orders, such compliance to include, without limitation,
paying  before  the  same  become   delinquent  all  taxes,   assessments,   and
governmental charges imposed upon it or upon its property;

                  (g)  forgive or cancel any  debts  or  claims,  or  waive  any
rights thereto;

                  (h)  enter  into  any  other  transaction outside the ordinary
course of business; and

                  (i)  take or  omit  to take  any  action  which  could  have a
Material Adverse Effect or cause any representation or warranty herein to become
false in any material respect.

From the date hereof  through the Closing,  Seller shall confer on a regular and
frequent basis with one or more  designated  representatives  of Buyer to report
material  operational  matters and the general status of on-going  operations of
the Business.  Seller shall  promptly  notify Buyer of any  threatened or actual
loss of an  agent  or any  affinity  groups,  and  any  material  change  in the
financial condition, results of operations,  personnel,  properties, business or
prospects  of Seller and shall  keep Buyer  fully  informed  of such  events and
permit  Buyer's  representatives  to  participate  in all  discussions  relating
thereto.
                  4.2.  Assistance of Seller.   Seller  shall  assist  Buyer  in
Buyer's  attempts  to  renegotiate  certain  of the Assumed Liabilities with the
creditors associated with such liabilities.

                  4.3.  Access.  Seller  shall  give  Buyer  and its  employees,
lenders,  financial  advisors,  attorneys,   accountants  and  other  authorized
representatives full and free access to all properties,  facilities,  personnel,
accountants,  customers,  vendors,  books,  contracts,  leases,  commitments and
records of Seller, and shall furnish Buyer with all financial and operating data
and other information as to the Business and the assets, properties,  rights and
claims of Seller, as Buyer may from time to time request.





                                      -20-

<PAGE>





                                    ARTICLE V

                                    COVENANTS

                  Seller hereby agrees to keep,  perform and fully discharge the
following covenants and agreements:

                  5.1. Continued Assistance. From time to time after Closing, at
Buyer's  request  and  without  further  consideration,  Seller  shall  execute,
acknowledge and deliver such documents,  instruments or assurances and take such
other action as Buyer may reasonably  request to carry out the provisions hereof
and the transactions contemplated hereby.

                  5.2. No Solicitation. Until the termination of this Agreement,
Seller shall not permit its officers,  directors or representatives to, solicit,
encourage (including by way of furnishing any non-public  information concerning
the  operations,  properties  or assets of Seller),  entertain or enter into any
discussions  or  negotiations  with respect to any proposal to acquire Seller or
any substantial portion of its assets.

                  5.3.  Taxes. Seller shall promptly pay and fully discharge any
income, excise, employment,  sales or use taxes imposed as a result of the sale,
transfer,  conveyance  or  assignment  of  the  Buyer's  Stock  pursuant  to the
transactions contemplated hereby.

                  5.4.  Best  Efforts.  Seller  shall  use its best  efforts  to
consummate the  transactions  contemplated  by this Agreement and shall not take
any other  action  inconsistent  with its  obligations  hereunder or which could
hinder or delay the consummation of the transactions  contemplated  hereby. From
the date hereof  through the Closing Date,  Seller shall use its best efforts to
negotiate  in good faith the Closing  Agreements  (as  defined in Section  6.9),
fulfill each party's conditions to Closing, perform the covenants required to be
performed  by them,  obtain all  necessary  consents  and to cause each of their
representations  and warranties to remain true and correct in all respects as of
the Closing Date.  Seller shall use its best effort to cause the General Partner
to cooperate with Buyer in the preparation,  filing and prosecution of the Joint
Application.

                  5.5. No  Inconsistent  Actions.  Neither Seller nor any of its
affiliates  shall  take  any  action  inconsistent  with the  General  Partner's
obligations as an applicant to the Joint Application, and neither Seller nor any
of its  affiliates  shall cause,  influence or encourage any person or entity to
petition the FCC to revoke or deny the Application (as defined hereafter) or the
Joint Application.

                  Buyer hereby agrees to keep,  perform and fully  discharge the
following covenants and agreements:

                  5.6.  Best  Efforts.  Buyer  shall  use its  best  efforts  to
consummate the  transactions  contemplated  by this Agreement and shall not take



                                      -21-

<PAGE>




any other  action  inconsistent  with its  obligations  hereunder or which could
hinder or delay the consummation of the transactions  contemplated  hereby. From
the date hereof  through the Closing  Date,  Buyer shall use its best efforts to
negotiate in good faith the Closing  Agreements  (as defined in Section 6.9), to
prepare,  file  and  prosecute  the  Joint  Application,  fulfill  each  party's
conditions to Closing,  perform the covenants  required to be performed by them,
obtain all  necessary  consents and to cause each of their  representations  and
warranties  to remain true and correct in all  respects as of the Closing  Date.
From the date  hereof,  Buyer shall use its best  efforts to  prepare,  file and
prosecute the Application.

                  5.7. No Inconsistent Actions.  Buyer shall not take any action
inconsistent  with its  obligations as an applicant to the  Application  and the
Joint Application,  and it shall not cause, influence or encourage any person or
entity  to  petition  the  FCC to  revoke  or  deny  the  Application  or  Joint
Application.


                                   ARTICLE VI

                   CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE
                                    OF BUYER

                  The obligations of Buyer to consummate the  transactions to be
performed by it in connection with the Closing is subject to the satisfaction of
each of the following conditions:

                  6.1. Approval.  Buyer's Board of Directors shall have approved
the form and substance of this Asset Purchase Agreement and the other agreements
and instruments contemplated hereby.

                  6.2. Accuracy of Warranties and Performance of Covenants.  The
representations  and warranties of Seller  contained herein shall be accurate in
all  respects  as if made  on and as of the  Closing  Date.  Seller  shall  have
performed  all  of  the  obligations  and  complied  with  each  and  all of the
covenants,  agreements and conditions  required to be performed or complied with
on or prior to the Closing.

                  6.3.  Assignment of Rights and  Interests.  Buyer  shall  have
received from Seller, Mr. Bruce Burton and Mr. Edmund Blankenau an assignment of
all their rights to and interests in all business opportunities  currently under
development by Seller and its officers.

                  6.4. 1996 Financial Statements.  Buyer shall have received the
1996 Financial Statements and these statements shall (a) include an opinion from
Seller's independent auditors, O'Donnell, Ficenec, Wills & Ferdig qualified only
as to going  concern,  and (b) not  deviate,  in any material  manner,  from the
Unaudited Financial Statements. For the purposes of this Section 6.4, "material"
shall be defined as follows: for the 12-months ending December 31, 1996:




                                      -22-

<PAGE>



         (i)      the amounts  set forth on the 1996  Financial  Statements  for
                  each  of  Net  Sales,  Total  Current  Assets,  Total  Assets,
                  Accounts Payable,  Notes Payable,  Total Long-Term Liabilities
                  and Total  Labilities  shall not deviate  from the amounts set
                  forth for such items on the Unaudited Financial
                  Statements by more than five percent (5%);

         (ii)     the amount set forth on the 1996 Financial Statements for Loss
                  from  Operations  shall not deviate  from the amount set forth
                  for such item on the  Unaudited  Financial  Statements by more
                  than ten percent (10%); and

         (iii)    the amount set forth on the 1996 Financial  Statements for Net
                  Loss shall not deviate from the amount set forth for such item
                  on the Unaudited Financial Statements by more than twenty-five
                  percent (25%).

                  6.5.  No  Pending  Action.  No  action,  suit,  proceeding  or
investigation   before  or  in  any  court,   administrative   agency  or  other
governmental  authority  shall be pending or threatened  wherein an  unfavorable
judgment,  decree or order would  prevent the carrying out of this  Agreement or
any of the transactions  contemplated hereby,  declare unlawful the transactions
contemplated  hereby,  cause such  transactions  to be rescinded,  or affect the
right of Buyer to own, operate or control the Business.

                  6.6. Consents. All consents by third parties that are required
for the  consummation  of the  transactions  contemplated  hereby,  or that  are
required in order to prevent a breach of or a default under or a termination  of
any agreement to which Seller is a party or to which any portion of the property
of Seller is subject, shall have been obtained or provided for.

                  6.7.  Regulatory Approvals.  All  administrative  agencies  or
other government  authorities shall have taken such action as may be required to
permit the consummation of the transactions contemplated hereby and such actions
remain in full force and effect including, but not limited to, (i) the FCC grant
by Final Order of the  Application  for Temporary  Section 214 Authority,  to be
filed by Buyer and the General  Partner,  in respect of the FCC 214 License (the
"Joint Application") and (ii) the filing by Buyer of the Application for Section
214  Authority  in respect of the FCC 214 License (the  "Application").  For the
purposes of this Agreement,  a "Final Order" is an FCC action granting the Joint
Application  and  the  Application,   as  to  which  the  time  for  filing  for
administrative or judicial review or reconsideration or for the FCC to set aside
such grant on its own motion has expired  without  any such  filing  having been
made or FCC action taken, or, in the event of such filing or FCC action, the FCC
grant has been  reaffirmed or upheld and the time for filing for  administrative
or judicial review or reconsideration of such reaffirmed or upheld grant and for
the FCC to set aside such  reaffirmed  or upheld  grant on its own  motion,  has
expired  without  any such  filing  having  been made or FCC action  having been
taken.




                                      -23-

<PAGE>




                  6.8. Condition of Business.  There shall have been no Material
Adverse Effect with respect to Seller or the Business, and there shall have been
no change or event which could reasonably be expected to have a Material Adverse
Effect on Seller or the  Business.  Neither  Seller nor the Business  shall have
been  adversely  affected in any way by any act of God, fire,  flood,  accident,
war, labor  disturbance,  legislation  (proposed or enacted),  or other event or
occurrence, whether or not covered by insurance.

                  6.9.     Closing Agreements.  The parties shall have executed,
acknowledged   and   delivered  the   following   (collectively,   the  "Closing
Agreements"):

                  (a)  Two-year employment agreement effective as of the Closing
         Date,  between  Buyer  and  Mr.  Bruce  Burton  in  form  and substance
         reasonably satisfactory to Mr. Burton and Buyer;

                  (b)  Eighteen-month  consulting  and non-competition agreement
         between Buyer and Mr. Edmund Blankenau in form and substance reasonably
         satisfactory to Mr. Blankenau and Buyer; and

                  (c) Such other instruments or documents as may be necessary or
         appropriate  to  carry  out  the  transactions   contemplated  by  this
         Agreement and to comply with the terms hereof.


                                   ARTICLE VII

                   CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE
                                    OF SELLER

                  The obligations of Seller to consummate the transactions to be
performed by it in connection with the Closing is subject to the satisfaction of
each of the following conditions:

                  7.1.  Approval. The General Partner and a majority in interest
of the Limited Partners shall have approved the form and substance of this Asset
Purchase Agreement and the other agreements and instruments contemplated hereby.

                  7.2. Accuracy of Warranties and Performance of Covenants.  The
representations  and warranties of Buyer  contained  herein shall be accurate in
all  respects  as if  made  on and as of the  Closing  Date.  Buyer  shall  have
performed  all  of  the  obligations  and  complied  with  each  and  all of the
covenants,  agreements and conditions  required to be performed or complied with
on or prior to the Closing.

                  7.3.  Closing Agreements.  The  parties  shall  have executed,
acknowledged and delivered the Closing Agreements.



                                      -24-

<PAGE>




                  7.4.  No  Pending  Action.  No  action,  suit,  proceeding  or
investigation   before  or  in  any  court,   administrative   agency  or  other
governmental  authority  shall be pending or threatened  wherein an  unfavorable
judgment,  decree or order would  prevent the carrying out of this  Agreement or
any of the transactions  contemplated hereby,  declare unlawful the transactions
contemplated hereby or cause such transactions to be rescinded.

                  7.5.  Regulatory  Approvals.  All  administrative  agencies or
other government  authorities shall have taken such action as may be required to
permit the consummation of the transactions contemplated hereby and such actions
remain in full force and effect including, but not limited to, (i) the FCC grant
by Final  Order of the  Joint  Application  and (ii) the  filing by Buyer of the
Application.

                  7.6      [intentionally omitted]

                  7.7 Release of Guaranties.  Schedule 7.7 lists (i) the Assumed
Liabilities for which Mr. Edmund Blankenau has provided  personal  guaranties of
performance  (the  "Guaranties")  and (ii) the maximum  exposure  (calculated in
United States  dollars) that Mr.  Blankenau  faces under each of the Guaranties.
Buyer shall have used its best  efforts to effect the  release of Mr.  Blankenau
from the Guaranties. Seller and Mr. Blankenau shall have used their best efforts
to assist Buyer in this  undertaking.  Buyer shall hold Mr.  Blankenau  harmless
from any continued  exposure under Guaranties from which Buyer has not been able
to secure Mr. Blankenau's release prior to Closing (the "Remaining  Guaranties")
in accordance with Section 8.4.


                                  ARTICLE VIII

                            POST-CLOSING OBLIGATIONS

                  If the Closing occurs, the appropriate  parties agree to keep,
perform and fully discharge the following covenants and agreements:

                  8.1.  Escrow.  Pursuant to the Escrow Agreement,  the Escrowed
Shares shall remain in the Escrow (as defined in the Escrow Agreement) until the
Termination  Date (as defined in the Escrow  Agreement)  (a) as security for any
Additional  Liabilities  that may be assumed by Buyer in accordance with Section
1.3, (b) as security for  Seller's  indemnity  obligations  in  accordance  with
Article IX or Article X hereof, and (c) as security for any Expense Overruns (as
defined hereafter) that may be payable by Buyer in accordance with Section 12.3.

                  8.2. Amendment to Bylaws.  Buyer shall amend Buyer's Bylaws to
provide that the number of  directors  of Buyer be  increased  from three (3) to
four (4),  and that in  connection  with the  increase  of the number of Buyer's
directors,  Mr. Edmund  Blankenau shall be appointed to fill the new vacancy and
shall  thereafter be nominated to serve for the one-year term  commencing on the




                                      -25-

<PAGE>




date of Buyer's  next  shareholder  meeting at which the board of  directors  is
elected.

                  8.3. Settlement  Statement.  Within ninety (90) days following
the  Closing,  Buyer and  Seller  shall work  together  in good faith to draft a
settlement  statement (the  "Settlement  Statement")  setting  forth,  as of the
Closing Date, the value of the Additional  Liabilities and the G.P. Liabilities.
If, as set forth on the Settlement  Statement,  any amounts are due and owing to
the General  Partner in connection with the G.P.  Liabilities,  then the General
Partner  shall,  within two (2) business  days of the release of the  Settlement
Statement,  instruct  Buyer to either (a) make a 24-month term note,  payable to
the  General  Partner  in a  principal  amount  equal  to the  value of the G.P.
Liabilities as set forth on the Settlement  Statement  (which  principal  amount
shall be paid in full at the end of the  term),  earning  interest  at the prime
rate,  as  published in the Wall Street  Journal for the date of the  Settlement
Statement,  plus one percent (1%) (the "G.P.  Note"),  or (b) instruct  Buyer to
issue to the  General  Partner  the  number of shares of  Buyer's  common  stock
(valued for this purpose at the higher of (i) $1.50 per share and (ii) the price
per share in the last equity placement of Buyer's common stock prior to the date
of the Settlement  Statement) equal to the value of the G.P.  Liabilities as set
forth on the Settlement Statement.

                  8.4.     Remaining Guaranties.  Following Closing, Buyer shall
use its best  efforts to effect the  release of Mr.  Edmund  Blankenau  from the
Remaining  Guaranties.  Seller and Mr. Blankenau shall use their best efforts to
assist Buyer in this  undertaking.  Buyer shall reimburse Mr.  Blankenau for any
liability that he incurs under the Remaining Guaranties.

                  8.5.     FCC Licensing.  The Buyer,  Seller and the affiliates
of Seller shall use their best efforts  following  Closing to expedite the grant
by the FCC of the Application by Final Order.



                                   ARTICLE IX

                                    EMPLOYEES

                  9.1. Continued Association With the Business. Seller shall use
its best efforts to encourage  the  employees of the Business to continue  their
employment  until  Closing and  thereupon  encourage  such  employees  to accept
employment with Buyer.  Seller shall  indemnify and hold Buyer harmless  against
any claims by any employee for Seller relating to events or occurrences  through
Closing, including any severance or termination pay obligations based upon prior
policies of Seller or arising from the transactions  contemplated  hereby except
for the  vacation  benefits  extended  to Buyer  Employees  pursuant  to Section
9.3(b). Effective at Closing, Seller shall terminate its employment relationship
with all employees of the Business.




                                      -26-

<PAGE>




                  9.2.  Employee  Benefit  Plans.  Buyer  shall not assume or be
responsible for any retirement,  401(k), profit-sharing or similar benefit plan,
or any liabilities  related  thereto.  Seller shall grant 100% vesting credit to
all  of its  employees  as of  the  Closing  Date  in  any  retirement,  401(k),
profit-sharing  or similar benefit plan. Seller shall cause such participants to
have full  rights  to all  distribution  alternatives  available  to  terminated
employees and shall effect such distribution within thirty (30) days of a notice
of election of any participant.

                  9.3.  Employment and Employee Benefits.

                  (a) On or before the Closing Date,  Buyer shall provide Seller
with a list of the  employees  of the  Business  (not  covered  by a  collective
bargaining  agreement)  employed  by Seller  on the  Closing  Date,  who will be
offered employment by Buyer commencing immediately after the Closing Date (those
employees accepting such offers of employment being the "Buyer Employees").

                  (b)  To  the  extent  reflected  on  the  Unaudited  Financial
Statements or accrued in the Assumed Liabilities,  Buyer shall provide the Buyer
Employees all vacation accrued as employees of the Business but not yet received
as of the Closing Date shall require all Buyer Employees accepting a position to
waive in  writing  a claim  against  Seller  for  accrued  but  unused  vacation
benefits,  to the extent  reflected on the  Unaudited  Financial  Statements  or
accrued in the Assumed Liabilities,  and shall continue for such Buyer Employees
Seller's  vacation  policies  through the calendar  year of the Closing Date and
until thereafter changed by written notice to the Buyer Employees.

                  (c) As of the Closing Date, all employees of the Business will
cease participation in Seller's retirement and welfare plans (within the meaning
of ERISA).  Welfare  claims  incurred but not reported as of the Closing Date or
other  welfare  claims made upon  Seller's  welfare  plans by  employees  of the
Business  after the  Closing  Date will be treated by  Seller's  plans as if the
covered employees had been terminated from employment at 11:59 PM on the Closing
Date.

                  (d) This Section is not intended to, and does not,  create any
rights or  obligations  to or for the  benefit of  anyone,  other than Buyer and
Seller.

                                    ARTICLE X

                          SURVIVAL AND INDEMNIFICATION

                  10.1. Survival. All covenants and agreements contained in this
Agreement or in any agreement or other document  delivered pursuant hereto shall
be deemed to be material and to have been relied upon by the parties  hereto and
shall survive the Closing and be enforceable until the covenant or agreement has
been fully performed.  Unless otherwise  specified,  the representations  and/or
warranties  contained in this  Agreement or in any  agreement or other  document





                                      -27-

<PAGE>




delivered pursuant hereto shall be deemed to be material and to have been relied
upon by the parties  hereto and shall  survive  the  Closing and be  enforceable
for a period ending three years from closing.

                  10.2.  Indemnification.

                  (a) Buyer shall indemnify and hold harmless  Seller,  from and
against any and all loss,  diminution in value, damage, cost, expense (including
court costs and attorneys' fees and expenses and costs of investigation),  fine,
penalty, suit, action, claim,  deficiency,  liability or obligation caused by or
arising from (i) any misrepresentation, breach of warranty or failure to fulfill
any covenant or agreement of Buyer contained herein or in any agreement or other
document  delivered pursuant hereto and (ii) any and all claims of third parties
made based upon facts  alleged  that,  if true,  would have  constituted  such a
misrepresentation, breach or failure.

                  (b) Seller shall indemnify and hold harmless  Buyer,  from and
against any and all loss,  diminution in value, damage, cost, expense (including
court costs and attorneys' fees and expenses and costs of investigation),  fine,
penalty, suit, action, claim,  deficiency,  liability or obligation caused by or
arising from (i) any misrepresentation, breach of warranty or failure to fulfill
any  covenant or  agreement of Seller  contained  herein or in any  agreement or
other document  delivered  pursuant hereto, and (ii) any and all claims of third
parties made based upon facts  alleged that, if true,  would  constitute  such a
misrepresentation, breach or failure.

                  (c) The representations,  warranties, covenants and agreements
contained  in this  Agreement  shall not be affected  by any party  hereto or by
anyone on behalf of any such party:  (i)  investigating,  verifying or examining
any  matters  with  respect to  Seller,  the  Business,  this  Agreement  or the
transactions  contemplated  hereby;  (ii) having the opportunity to investigate,
verify or examine any matters related to Seller, the Business, this Agreement or
the transactions  contemplated hereby; or (iii) failing to determine or discover
any facts which were  determinable or discoverable by any such party. All rights
contained in this Article are cumulative and are in addition to all other rights
and  remedies  which  are  otherwise  available,  pursuant  to the terms of this
Agreement or applicable law. All indemnification rights shall be deemed to apply
in  favor  of the  indemnified  party's  officers,  directors,  representatives,
subsidiaries,  affiliates,  successors  and assigns.  Neither the Seller nor the
Buyer shall have any right to  indemnification  for any breach of representation
or warranty hereunder until it has claims of at least $20,000 in the
aggregate  (the  "Threshold  Amount") and then the  indemnifying  party shall be
responsible  for the entire  amount of all such claims,  including the Threshold
Amount.

                  10.3.  Defense of Third  Party  Claims.  With  respect to each
third party claim  subject to this  Article (a "Third Party  Claim"),  the party
seeking  indemnification  (the "Indemnified  Party") shall give prompt notice to
the  indemnifying  party (the  "Indemnifying  Party") of the Third Party  Claim,
provided  that failure to give such notice  promptly  shall not relieve or limit




                                      -28-

<PAGE>




the obligations of the Indemnifying  Party except to the extent the Indemnifying
Party is materially  prejudiced thereby. If the remedy sought in the Third Party
Claim is solely money damages or if the  Indemnified  Party  otherwise  permits,
then the Indemnifying  Party, at its sole cost and expense,  may, upon notice to
the  Indemnified  Party within  fifteen (15) days after the  Indemnifying  Party
receives notice of the Third Party Claim,  assume the defense of the Third Party
Claim. If it assumes the defense of a Third Party Claim,  then the  Indemnifying
Party shall select counsel  reasonably  satisfactory to the Indemnified Party to
conduct the defense.  The  Indemnifying  Party shall not consent to a settlement
of, or the entry of any judgment arising from, any Third Party Claim, unless (i)
the  settlement  or  judgment is solely for money  damages and the  Indemnifying
Party admits in writing its  liability to hold the  Indemnified  Party  harmless
from and against any losses,  damages,  expenses and liabilities  arising out of
such settlement or (ii) the Indemnified  Party consents  thereto,  which consent
shall not be unreasonably  withheld.  The  Indemnifying  Party shall provide the
Indemnified  Party with fifteen  (15) days prior notice  before it consents to a
settlement  of, or the entry of a judgment  arising from, any Third Party Claim.
The  Indemnified  Party shall be entitled to  participate  in the defense of any
Third Party Claim,  the defense of which is assumed by the  Indemnifying  Party,
with its own counsel and at its own expense.  With respect to Third Party Claims
in which the remedy  sought is not solely money  damages,  (i) the  Indemnifying
Party shall, upon notice to the Indemnified Party within fifteen (15) days after
the Indemnifying  Party receives notice of the Third Party Claim, be entitled to
participate  in the defense with its own counsel at its own expense and (ii) the
Indemnified  Party  shall  not  consent  to any  settlement  of, or entry of any
judgment  arising  from,  such Third Party Claim unless the  Indemnifying  Party
consents  thereto,  which consent  shall not be  unreasonably  withheld.  If the
Indemnifying Party does not elect to assume or participate in the defense of any
Third Party Claim in accordance  with the terms of this Section  10.3,  then the
Indemnifying  Party  shall be bound by the results  obtained by the  Indemnified
Party with respect to the Third Party Claim.  The parties shall cooperate in the
defense of any Third Party Claim and the relevant records of each party shall be
made available on a timely basis.


                                   ARTICLE XI

                             TERMINATION AND WAIVER

                  11.1.  Termination or Abandonment.   Notwithstanding  anything
contained in this  Agreement to the contrary,  this  Agreement may be terminated
and abandoned at any time prior to the Closing:

                  (a)  by the mutual written consent of Buyer and Seller;

                  (b) by Buyer or Seller if any court of competent  jurisdiction
or governmental body,  authority or agency having jurisdiction shall have issued
an order, decree or ruling or taken any other action  restraining,  enjoining or




                                      -29-

<PAGE>



otherwise  prohibiting the transactions  contemplated by this Agreement and such
order, decree, ruling or other action shall have become final and nonappealable;

                  (c) by  Buyer,  if  one  or  more  of  the  conditions  to the
obligation of Buyer to close has not been fulfilled by June 30, 1997;  provided,
however,  that delays in  regulatory  transfers,  which delays arise  through no
fault of Seller,  shall not  constitute  a failure to fulfill a condition to the
obligation of Buyer to close unless such regulatory  transfers have not occurred
by September 30, 1997; or

                  (d) by  Seller,  if  one or  more  of  the  conditions  to the
obligation of Seller to close has not been fulfilled by June 30, 1997.

In the event of  termination  of this  Agreement  pursuant to this Section 11.1,
this Agreement shall terminate and there shall be no other liability on the part
of  Seller  to  Buyer or on the part of Buyer  to  Seller  except  as  otherwise
provided herein and except  liability  arising out of a breach of this Agreement
or the failure by a party to perform its  covenants  hereunder,  in which event,
the non-breaching party reserves the right to seek all available  remedies.  The
termination  of this  Agreement  pursuant  to this  Section  11.1  shall  become
effective  on the date  (x) in the case of a  termination  pursuant  to  Section
11.1(a),  the consent is executed and (y) in the case of a termination  pursuant
to Section 11.1(b), (c) or (d), written notice is given by the terminating party
to the other party hereto.

                  11.2.  Extension of Time, Waiver, Etc.   At  any time prior to
the Closing, Buyer and Seller may by written instrument:

                  (a)  extend  the  time  for  the  performance  of  any  of the
obligations or acts of the other party; and

                  (b) waive  compliance  with any of the agreements of the other
party  contained  herein;  provided,  however,  that no  failure or delay by any
party,  in exercising any right  hereunder shall operate as a waiver thereof nor
shall any  single or  partial  exercise  thereof  preclude  any other or further
exercise thereof or the exercise of any other rights hereunder.


                                   ARTICLE XII

                               GENERAL PROVISIONS

                  12.1.  Amendments and Waiver. No amendment,  waiver or consent
with respect to any provision of this Agreement shall in any event be effective,
unless  the same shall be in writing  and signed by Buyer and  Seller,  and then
such  amendment,  waiver or  consent  shall be  effective  only in the  specific
instance and for the specific purpose for which given.




                                      -30-

<PAGE>




                  12.2.  Notices.  All  notices,  requests,  demands  and  other
communications hereunder shall be in writing and shall be delivered in person or
sent by registered or certified  mail,  postage  prepaid,  commercial  overnight
courier (such as Express Mail, Federal Express,  etc.) with written verification
of receipt or by telecopy. A notice shall be deemed given: (a) when delivered by
personal delivery (as evidenced by the receipt); (b) five (5) days after deposit
in the mail if sent by  registered or certified  mail;  (c) one (1) business day
after  having been sent by  commercial  overnight  courier as  evidenced  by the
written  verification  of  receipt;  or (d)  on  the  date  of  confirmation  if
telecopied.

                  (a)      If to Buyer:

                                WorldPort Communications, Inc.
                                901 Katy Freeway, Suite 200
                                Houston, Texas 77024
                                Attn: John Dalton

                           With a copy to:

                                McDermott, Will & Emery
                                227 W. Monroe Street
                                Chicago, Illinois  60606
                                Fax:  (312) 984-3669
                                Attn:  Stanley H. Meadows, P.C.

                  (b)      If to Seller:

                                Telenational Communications, Limited Partnership
                                7300 Woolworth Avenue
                                Omaha, Nebraska  68154
                                Fax:  (402) 392-1451
                                Attn:  Bruce Burton

Any party may change its address for receiving notice by written notice given to
the others named above.

                 12.3.  Expenses.

                  (a)  Other  than (i)  liabilities  of up to  $25,000  to cover
Seller's  accountants' fees related to the transactions  contemplated under this
Agreement,  (ii) liabilities of up to $20,000 to cover Seller's  attorneys' fees
related  to  the  transactions  contemplated  under  this  Agreement  and  (iii)
liabilities  (excluding  costs  associated  with  effecting  the  release of the
Guaranties) of up to $10,000 to cover legal fees incurred as a result of actions
against  Seller  taken by Seller's  creditors  that arise from the  transactions
contemplated  hereunder  (each a  "Transaction  Cost"),  which  shall be paid by
Buyer,  each  party  shall  bear its own legal,  accounting  and  administrative



                                      -31-

<PAGE>



 
expenses in connection with the  investigation,  negotiation and consummation of
the transaction contemplated hereby.

                  (b) To the extent the any  Transaction  Cost exceed the limits
set forth in Section  12.3(a) and to the extent Seller requests Buyer to pay the
Broker Fees (collectively,  the "Expense  Overruns"),  then the Expense Overruns
shall be  reimbursed  to Buyer by the delivery to Buyer from the Escrow Agent of
that number of shares of the Buyer's Stock (valued for this purpose at $1.50 per
share) equal to the amount of the Expense Overruns.

                  12.4.  Confidentiality.

                  (a) As  used  in this  Agreement,  "Confidential  Information"
means confidential business information regarding any party to this Agreement or
its affiliates,  including, without limitation, customer lists and files, prices
and costs,  business and financial  records,  information  relating to personnel
contracts,  stock  ownership,  liabilities,  litigation  and the  terms  of this
Agreement.  "Confidential  Information"  shall not include:  (i) any information
already in the  possession of the party to this agreement that is subject to the
confidentiality obligation (the "Obligated Party"), prior to the date hereof, or
information  available to the Obligated  Party from public records or from other
sources  in  accordance  with law;  (ii) any  information  that is in the public
domain  or  subsequently   enters  the  public  domain  otherwise  than  through
disclosure   by  the   Obligated   Party  or  any  of  the   Obligated   Party's
representatives;  (iii) any information  that is capable of being  independently
developed  by or on behalf  of the  Obligated  Party  without  reference  to the
Confidential Information; or (iv) any information that is acquired from a person
(other  than the party  disclosing  Confidential  Information  (the  "Disclosing
Party")) not known by the Obligated  Party to be providing  such  information in
breach of a confidentiality obligation to the Disclosing Party.

                  (b) Seller on the one hand and Buyer on the other,  will treat
the Confidential  Information  disclosed by the other as confidential,  will use
the  Confidential  Information  only in connection with their  evaluation of the
transaction contemplated hereby, and will not disclose it to others.

                  (c)  If the  Obligated  Party  becomes  legally  compelled  by
deposition,  subpoena,  or other court or governmental action to disclose any of
the Confidential Information,  then the Obligated Party will give the Disclosing
Party prompt notice to that effect, and will cooperate with the Disclosing Party
if the  Disclosing  Party  seeks to obtain a  protective  order  concerning  the
Confidential   Information.   The  Obligated   Party  will  disclose  only  such
Confidential Information as its counsel shall advise is legally required.

                  (d) The  provisions  of this  Section  12.4 shall  survive the
Closing and termination  without  consummation  of this  Agreement.  The parties
acknowledge  that remedies at law may be inadequate to protect against breach of
this Section,  and the Obligated  Party hereby in advance agrees to the granting
of  injunctive  relief in the  Disclosing  Party's favor without proof of actual
damages as a remedy for breach of this Section 12.4.




                                      -32-

<PAGE>




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

                  12.6.  Successors and Assigns.  This Agreement  shall bind and
inure to the benefit of the parties named herein and their respective successors
and  assigns.  After  Closing,  Buyer shall be entitled to assign its rights and
duties under this  Agreement  without the consent of any other party hereto.  No
other  party may assign its rights or duties  under this  Agreement  without the
prior written consent of Buyer.

                  12.7.  Entire  Transaction.  This  Agreement and the documents
referred to herein  contain  the entire  understanding  among the  parties  with
respect  to the  transactions  contemplated  hereby  and  supersedes  all  other
agreements,  understandings  and  undertakings  among the parties on the subject
matter hereof.

                  12.8.  Applicable Law. This Agreement shall be governed by and
construed  in  accordance  with the  internal  substantive  laws of the State of
Illinois. Each party hereby irrevocably and unconditionally consents and submits
to the in personam  jurisdiction  of Illinois  state  courts and federal  courts
located in Chicago,  Illinois over all matters relating to this Agreement.  Each
party agrees that service of process in any action or  proceeding  hereunder may
be made upon such party by  certified  mail,  return  receipt  requested  to the
address for notice set forth herein. Each party irrevocably waives any objection
it may have to the  venue of any  action,  suit or  proceeding  brought  in such
courts or to the convenience of the forum and each party irrevocably  waives the
right to proceed in any other  jurisdiction.  Final judgment in any such action,
suit  or  proceeding   shall  be  conclusive   and  may  be  enforced  in  other
jurisdictions  by suit on the judgment,  a certified or true copy of which shall
be  conclusive  evidence  of the  fact and the  amount  of any  indebtedness  or
liability of any party therein described.

                  12.9.  Other  Rules  of  Construction.    References  in  this
Agreement to sections,  schedules and exhibits are to sections of, and schedules
and  exhibits  to,  this  Agreement  unless  otherwise  indicated.  Words in the
singular  include the plural and in the plural  include the  singular.  The word
"or" is not  exclusive.  The word  "including"  shall  mean  including,  without
limitation.  The section and other headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of this Agreement.  For purposes of this Agreement,  "affiliate"
shall  mean any  officer,  director,  stakeholder  or  employee  of  Seller,  as
appropriate,  any  member of the  immediate  family of any such  person,  or any
corporation, partnership, trust or other entity in which Seller, as appropriate,
or any of the foregoing individuals is a director,  officer,  partner or trustee
or has an equity interest in excess of 5%. The term affiliate shall also include
any entity which controls, or is controlled by, or is under common control with,
any of the individuals or entities described in the preceding sentence.




                                      -33-

<PAGE>




                  12.10.  Announcements.  The  parties  shall  cooperate  in the
preparation of any announcements regarding the transactions contemplated by this
Agreement.  No announcement  of this Agreement or any  transaction  contemplated
hereby  shall be made by any party  prior to the  Closing  without  the  written
approval of Buyer (which approval shall not be unreasonably withheld).

                  12.11.  Partial Invalidity.  In  the  event that any provision
of this  Agreement  shall  be held  invalid  or  unenforceable  by any  court of
competent   jurisdiction,   such  holding   shall  not   invalidate   or  render
unenforceable any other provision hereof.

                  12.12.  Schedules.   All schedules attached hereto or required
to be  delivered  pursuant  to this  Agreement  shall be prepared as of the date
hereof or as otherwise set forth herein or therein.





                                      -34-

<PAGE>



                  IN WITNESS  WHEREOF,  each of the  parties has  executed  this
Agreement  or caused  this  Agreement  to be  executed  on its  behalf by a duly
authorized officer, all as of the date first written above.


WORLDPORT COMMUNICATIONS, INC.


By: /s/ John W. Dalton
    ---------------------------

Its: President & C.E.O.
    ---------------------------


TELENATIONAL COMMUNICATIONS,LIMITED PARTNERSHIP
  By: IMTS, Inc., General Partner


By: /s/ Edmund Blankenau
    ---------------------------

Its: President & C.E.0
    ---------------------------



                                      -35-

<PAGE>



                                    EXHIBIT A

                      GENERAL PARTNER AND LIMITED PARTNERS

                                 (see attached)



                                       A-1

<PAGE>



                                    EXHIBIT B


                            INSTRUMENT OF ASSUMPTION


                  This INSTRUMENT OF ASSUMPTION,  dated as of __________,  1997,
is delivered to Telenational  Communications,  Limited  Partnership,  a Nebraska
limited partnership (the "Seller"),  pursuant to the Asset Purchase Agreement by
and between Seller and WorldPort  Communications,  Inc., a Delaware  corporation
(the "Buyer"),  dated _________,  1997 (the "Agreement").  All capitalized terms
used in this  Instrument of Assumption and not otherwise  defined shall have the
meanings given to them in the Agreement.

                  WHEREAS,  the Agreement provides that Buyer assume the Assumed
Liabilities and the Assumed Obligations.

                  NOW,  THEREFORE,  pursuant to the  Agreement  and for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged:

                  (a) Effective as of the date hereof,  Buyer hereby assumes and
agrees  to  satisfy,  discharge  and pay the  Assumed  Liabilities  and  Assumed
Obligations as set forth in the Agreement.

                  (b) Neither the making nor the  acceptance of this  Instrument
of  Assumption  shall  enlarge,  restrict or  otherwise  modify the terms of the
Agreement.

                  (c) This Instrument of Assumption  shall not confer any rights
or remedies  upon any person or entity other than the Seller and its  successors
and permitted assigns.

                  IN WITNESS WHEREOF, the undersigned has caused this Assumption
to be executed on its behalf by a duly authorized officer this day of _________,
1997.


                                            WORLDPORT COMMUNICATIONS, INC.



                                            By:
                                            Its:




                                       B-1

<PAGE>



                                    EXHIBIT C

                                ESCROW AGREEMENT

         This Escrow Agreement ("Escrow  Agreement") is made and entered into as
of _________ __, 1997, by and among WORLDPORT  COMMUNICATIONS,  INC., a Delaware
corporation  ("Buyer"),  TELENATIONAL  COMMUNICATIONS,  LIMITED  PARTNERSHIP,  a
Nebraska limited partnership  ("Seller"),  and OTC Stock Transfer, Inc. ("Escrow
Agent").

                                R E C I T A L S:

         A. Buyer and Seller entered into that certain Asset Purchase  Agreement
dated  __________,  1997  (with the other  agreements  referred  to  therein  or
delivered  pursuant thereto,  the "Asset Purchase  Agreement").  All capitalized
terms not defined in this  Agreement  shall have the  meaning  given them in the
Asset Purchase Agreement.

         B. The Asset Purchase  Agreement  provides that,  concurrently with the
execution of the Asset Purchase  Agreement,  Buyer and Seller will enter into an
Escrow Agreement in the form hereof.

         NOW,  THEREFORE,  for good and valuable  consideration,  the receipt of
which is hereby acknowledged, it is agreed:

         1.  Escrow.  As of the  Closing  Date,  Buyer will  deposit one million
(1,000,000)  shares of Buyer's  common stock (as  adjusted  from time to time in
accordance  herewith,  the "Shares") in an escrow  account with the Escrow Agent
(the  "Escrow").  Escrow  Agent  shall hold the Shares as the agent of Buyer and
subject to the terms of this Agreement. Escrow Agent shall hold the Shares until
it receives a written  notice,  requesting that a distribution of some or all of
the Shares be made,  whereupon  Escrow Agent shall make  distributions  from the
Escrow under the following circumstances:

         (i)      Fifteen  days after  receipt of a notice from Buyer that Buyer
                  has  assumed  Additional   Liabilities,   Escrow  Agent  shall
                  immediately  distribute to Buyer that number of Shares (valued
                  for this purpose at $1.50 per share) equal to such  Additional
                  Liabilities, unless during such fifteen day period, the Escrow
                  Agent  receives  written  notice  from Seller that such notice
                  from Buyer is incorrect (a "Dispute Notice");

         (ii)     Fifteen days after  receipt of a notice from Buyer that Seller
                  has incurred Expense Overruns,  Escrow Agent shall immediately
                  distribute to Buyer that number of the Shares (valued for this
                  purpose at $1.50 per share) equal to the amount of the Expense
                  Overruns,  unless  during such fifteen day period,  the Escrow
                  Agent receives a Dispute Notice from Seller;



                                       C-1

<PAGE>



         (iii)    Fifteen days after  receipt of a notice from Buyer  requesting
                  Escrow Agent to make a distribution to Buyer as an indemnified
                  party under Article IX or X of the Asset  Purchase  Agreement,
                  Agent shall immediately distribute to Buyer that number of the
                  Shares  (valued for this  purpose at $1.50 per share) equal to
                  the value of such indemnification  amount,  unless during such
                  fifteen day period, the Escrow Agent receives a Dispute Notice
                  from Seller;

         (iv)     Promptly  after  receipt of a joint  direction  from Buyer and
                  Seller,  Escrow Agent shall  transfer the Shares as prescribed
                  in said joint direction.

         (v)      If a Dispute Notice is timely received by Escrow Agent,  Buyer
                  and Seller shall undertake to obtain as promptly as possible a
                  final resolution of such dispute (a "Dispute").  Upon  a final
                  resolution of such Dispute,  Buyer  and Seller shall execute a
                  joint  direction  that  Escrow  Agent  transfer  the Shares in
                  accordance  with  such  final  resolution.  Absent  such joint
                  direction,  Escrow  Agent  shall  continue  to hold the Shares
                  until it receives from either Buyer or Seller a certified copy
                  of an order or  judgment  of a court of competent jurisdiction
                  determining the disposition to be made of the Shares, together
                  with  a  certificate  from such party that such party also has
                  provided  the  other party with a certified copy of such order
                  or  judgment.  Upon  receipt  thereof,  the Escrow Agent shall
                  distribute  the  Shares  in  accordance  with  such  order  or
                  judgment.

Any notice  provided by Buyer to Escrow Agent under Sections 1(i), (ii) or (iii)
shall be provided  simultaneously to Seller,  and any Dispute Notice provided by
Seller to Escrow  Agent  under  Sections  1(i),  (ii) or (iii) shall be provided
simultaneously to Buyer.

         2. Term of Escrow;  Termination Date. The term of this Escrow Agreement
("Term")  shall be from the Closing Date of the Asset Purchase  Agreement  until
the Termination  Date.  This Escrow  Agreement shall terminate on the earlier of
(i) the date on which the balance of the Shares in the Escrow  drops to zero and
(ii) eighteen (18) months following Closing,  provided,  however, if one or more
Disputes are outstanding after eighteen months following  Closing,  then at such
time as a final  resolution  of the last of such  Disputes  is  entered  and all
distributions are made in accordance  therewith (the "Termination Date"). To the
extent any of the Shares and their  associated  dividends  are still held in the
Escrow as of the Termination  Date,  Escrow Agent shall turn over such remainder
to Seller.

         3. Dividends, Voting and Rights of Ownership. All dividends paid during
the Term on the Shares  (including stock dividends,  cash dividends or dividends
payable in  securities)  shall be paid over directly to Escrow Agent,  who shall
hold such dividends  pending  distribution of the underlying  Shares pursuant to
paragraphs 1 and 2 hereof.  The  distributions  made by Escrow Agent pursuant to
paragraphs  1 and 2 hereof  shall not include any  dividends  paid on the Shares
prior to such  distribution.  Prior to  distribution,  the Seller shall have the
right  to vote or not vote  the  Shares,  or any  portion  thereof,  in its sole
discretion.



                                       C-2

<PAGE>



         4. No  Encumbrance.  None of the  Shares  held  in the  Escrow  nor any
beneficial  interest  therein may be  pledged,  sold,  assigned or  transferred,
including  by operation of law, by Seller or be taken or reached by any legal or
equitable process in satisfaction of any debt or other liability of Seller.

         5. Power to Transfer the Shares. The Escrow Agent is hereby granted the
power to effect any  transfer of the Shares held in the Escrow  contemplated  by
this  Escrow  Agreement.  Buyer will  cooperate  with  Escrow  Agent in promptly
issuing stock certificates to effect such transfers.

         6.  Responsibilities of Escrow Agent.   Escrow  Agent shall perform all
of the duties expressly  required of it under the terms of this Escrow Agreement
and shall not have any other duties or  responsibilities  that are not expressly
set forth herein.

         7.  Fees and Expenses. The reasonable fees and expenses of Escrow Agent
shall be paid as requested  by Escrow Agent by Buyer.  Such fees and expenses of
Escrow  Agent shall not  include the  parties'  respective  attorneys'  fees and
costs.

         8.  Exculpation  and  Indemnity.  Buyer and Seller  shall,  jointly and
severally,  indemnify,  defend and hold Escrow Agent  harmless  from any and all
expenses,  costs,  damages and  liabilities  arising or incurred by reason of it
serving as Escrow  Agent  hereunder  unless such  expenses,  costs,  damages and
liabilities  result from Escrow Agent's gross negligence or willful  misconduct.
Escrow Agent shall be entitled to rely, and shall be protected in doing so, upon
any notice,  instrument  or  signature  believed by it to be genuine and to have
been signed or presented by the proper  party or parties duly  authorized  to do
so.

         9. Resignation and Discharge. Escrow Agent may resign and be discharged
from its duties  hereunder at any time by giving notice of such  resignation  to
Buyer and Seller.  Upon such notice, a successor Escrow Agent shall be appointed
by Buyer and  Seller  and  become  Escrow  Agent  hereunder  effective  upon the
resignation date specified in such notice.  Escrow Agent shall continue to serve
until its  successor  accepts the  assignment of the Escrow  Agent's  rights and
obligations  hereby,  but need not continue to serve longer than sixty (60) days
after the date of its notice of resignation.

         10.  Notices.  All notices provided for herein or required hereby shall
be  given  or  made in  accordance  with  Section  12.2  of the  Asset  Purchase
Agreement. Such notice, if to Escrow Agent, shall be addressed to:

                  OTC Stock Transfer, Inc.
                  231 East 21st South
                  Salt Lake City, Utah 84115
                  fax: (801) 486-0562

         11.  Governing law.  This  Escrow  Agreement  is to be governed by, and
interpreted under, the laws of the State of Illinois.



                                       C-3

<PAGE>




         12.  Counterparts.  This Escrow Agreement may be executed in any number
of  counterparts,  each of which shall be deemed an  original,  but all of which
together shall constitute one and the same instrument.


         IN  WITNESS  WHEREOF,  this  Escrow  Agreement  has been  executed  and
delivered by the parties as of the date first above written.


                                     WORLDPORT COMMUNICATIONS, INC., a
                                     Delaware corporation



                                     By:
                                     Its:



                                     TELENATIONAL COMMUNICATIONS, LIMITED
                                     PARTNERSHIP, a Nebraska limited partnership



                                     By:
                                     Its:




                                     OTC STOCK TRANSFER, INC.,
                                     a Utah corporation



                                     By:
                                     Its:






                                       C-4

<PAGE>



                                    EXHIBIT D

                          REGISTRATION RIGHTS AGREEMENT


                  THIS REGISTRATION  RIGHTS AGREEMENT (this "Agreement") is made
and entered into this ____ day of ____________,  1997, by and between  WorldPort
Communications,   Inc.,  a  Delaware  corporation   ("Buyer")  and  Telenational
Communications, Limited Partnership, a Nebraska limited partnership ("Seller").

                  WHEREAS, Buyer and Seller have entered into that certain Asset
Purchase Agreement, dated __________, 1997 (the "Asset Purchase Agreement"); and

                  WHEREAS,  pursuant  to  Sections  1.7  and  1.8 of  the  Asset
Purchase  Agreement,  Buyer and Seller have  agreed to execute and deliver  this
Agreement.

                  NOW, THEREFORE,  in consideration of the premises and promises
herein contained, the parties agree as follows:


         1.       Definitions.  All  capitalized  terms  not  otherwise  defined
herein shall have the meanings ascribed to them in the Asset Purchase Agreement.

         2. Demand  Registration  Rights.  Seller  understands  that at any time
eighteen months following the Closing Date, subject to the provisions of Section
9, upon the delivery to Buyer of a written request of the holders ("Holders") of
the  Minimum  Registration  Amount (as  hereafter  defined)  of the  Registrable
Securities (as hereafter defined) outstanding,  requesting that Buyer effect the
registration under the Securities Act of 1933, as amended (the "Act") (a "Demand
Registration"), and requesting a firm commitment underwriting as a means for the
disposition  thereof,  Buyer will promptly give written notice of such requested
registration to all other Holders of Registrable Securities, and Buyer thereupon
will  use its  best  efforts  to  effect,  as  expeditiously  as  possible,  the
registration   under  the  Act  (in  accordance  with  the  intended  method  of
disposition  specified in the notice from the initial  requesting Holder) of the
Registrable Securities which Buyer has been so requested to register, all to the
extent  necessary to permit the disposition of the Registrable  Securities so to
be  registered;  provided,  however that Buyer shall not be required to register
such  Registrable  Securities  if,  in the  reasonable  opinion  of the Board of
Directors of Buyer,  it would not be in the best  interests of Buyer to register
such  Registrable  Securities.  "Minimum  Registration  Amount" means  2,000,000
shares  of common  stock of Buyer  ("Common  Stock")  before  any stock  splits,
reverse stock splits or other  recapitalizations  which may occur after the date
hereof.  "Registrable Securities" means (i) any shares of Buyer's Stock issuable
under the Asset  Purchase  Agreement,  and (ii) any other Common Stock  issuable
with  respect to the Common  Stock  referred  to in clause (i) by way of a stock
dividend  or  stock  split  or in  connection  with  a  combination  of  shares,
recapitalization, merger, consolidation or other reorganization.



                                       D-1

<PAGE>



         3. Right to Piggyback. Subject to the provisions of Section 9, whenever
Buyer  proposes to register any of its Common Stock under the Act for sale in an
underwritten  public offering,  and the registration form to be used may be used
for the  registration  (a "Piggyback  Registration,"  and together with a Demand
Registration,  a  "Registration")  of  Registrable  Securities,  Buyer will give
written  notice to all holders of  Registrable  Securities  of its  intention to
effect  such a  registration  and will,  except as  otherwise  provided  herein,
include in such  registration  all Registrable  Securities with respect to which
Buyer has received written  requests for inclusion  therein within 15 days after
the receipt of Buyer's notice.

         4.  Registration  Expenses.  Buyer will pay all  expenses  incident  to
Buyer's  performance  of or  compliance  with the  provisions  set forth in this
Agreement,  including without  limitation all registration and filing fees, fees
and expenses of compliance with securities or blue sky laws,  printing expenses,
messenger and delivery expenses, and fees and disbursements of counsel for Buyer
and  all  independent  certified  public  accountants,  underwriters  (excluding
discounts and commissions) and other persons retained by Buyer.

         5.  Priority  on  Primary  Registrations.   If  a  Registration  is  an
underwritten   primary  registration  on  behalf  of  Buyer,  and  the  managing
underwriters  advise  Buyer in  writing  that in their  opinion  the  number  of
securities required to be included in such registration exceeds the number which
can be  sold in an  orderly  manner  in  such  offering  within  a  price  range
acceptable  to Buyer,  Buyer will include in such  registration  (i) first,  the
securities  Buyer  proposes to sell,  (ii) second,  the  Registrable  Securities
requested to be included in such  registration  and other securities as to which
the  holders  have  similar  registration  rights  and  have  requested  similar
registration,  pro rata among the  holders of such  Registrable  Securities  and
other securities on the basis of the number of shares owned by each such holder,
and (iii) third, other securities requested to be included in such registration.

         6.  Priority  on  Secondary  Registrations.  If a  Registration  is  an
underwritten  secondary registration on behalf of holders of Buyer's securities,
and the managing  underwriters advise Buyer in writing that in their opinion the
number of securities  requested to be included in such registration  exceeds the
number which can be sold in an orderly  manner in such  offering  within a price
range acceptable to the holders initially  requesting such  registration,  Buyer
will include in such  registration  (i) first,  the  securities  requested to be
included therein by the holders requesting such  registration,  (ii) second, the
Registrable  Securities  requested to be included in such registration and other
securities  as to which the holders  have similar  registration  rights and have
requested similar  registration,  pro rata among the holders of such Registrable
Securities  and other  securities  on the basis of the number of shares owned by
each such holder, and (iii) third, other securities  requested to be included in
such registration.

         7.  Holdback Agreement.  Each  holder  of Registrable Securities agrees
not to effect any public sale or distribution  (including sales pursuant to Rule
144) of  equity  securities  of Buyer,  or any  securities  convertible  into or
exchangeable or exercisable for such securities,  during the seven days prior to
and the  90-day  period  beginning  on the  effective  date of any  underwritten




                                       D-2

<PAGE>



Registration  (except  as part of such  underwritten  registration),  unless the
underwriters  managing the registered  public offering  otherwise agree.  Seller
agrees that it will not transfer its Shares in a non-public sale or distribution
to any transferee  without such transferee first agreeing in writing to be bound
by the terms of this Agreement.

         8.       Indemnification.

                  (i) Buyer agrees to indemnify, to the extent permitted by law,
each holder of  Registrable  Securities,  its  officers and  directors  and each
person who  controls  such holder  (within the  meaning of the  Securities  Act)
against all losses,  claims,  damages,  liabilities  and expenses  caused by any
untrue  or  alleged   untrue   statement  of  material  fact  contained  in  any
registration  statement,  prospectus or preliminary  prospectus or any amendment
thereof or supplement  thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  except  insofar as the same are caused by or  contained in any
information  furnished  in writing  to Buyer by such  holder  expressly  for use
therein  or by such  holder's  failure  to  deliver  a copy of the  registration
statement or prospectus or any amendments or supplements thereto after Buyer has
furnished  such  holder  with a  sufficient  number of  copies  of the same.  In
connection   with  an   underwritten   offering,   Buyer  will   indemnify  such
underwriters,  their  officers and  directors  and each person who controls such
underwriters  (within the meaning of the  Securities  Act) to the same extent as
provided above with respect to the indemnification of the holders of Registrable
Securities.

                  (ii) In connection with any registration  statement in which a
holder of Registrable Securities is participating, each such holder will furnish
to Buyer in writing such information and affidavits as Buyer reasonably requests
for use in connection with any such registration statement or prospectus and, to
the extent  permitted by law, will indemnify  Buyer,  its directors and officers
and each person who controls  Buyer (within the meaning of the  Securities  Act)
against any losses, claims, damages, liabilities and expenses resulting from any
untrue  or  alleged   untrue   statement  of  material  fact  contained  in  the
registration  statement,  prospectus or preliminary  prospectus or any amendment
thereof or supplement  thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading, but only to the extent that such untrue statement or omission is
contained  in any  information  or  affidavit  so  furnished  in writing by such
holder;  provided that the  obligation  to indemnify  will be individual to each
holder and will be limited to the net amount of proceeds received by such holder
from the sale of Registrable Securities pursuant to such registration statement.

                  (iii) Any person  entitled to  indemnification  hereunder will
(a) give  prompt  written  notice to the  indemnifying  party of any claim  with
respect to which it seeks indemnification and (b) permit such indemnifying party
to  assume  the  defense  of  such  claim.  If  such  defense  is  assumed,  the
indemnifying  party will not be subject to any liability for any settlement made
by the  indemnified  party  without its consent  (but such  consent  will not be
unreasonably  withheld).  An  indemnifying  party who elects not to,  assume the
defense of a claim will not be  obligated  to pay the fees and  expenses of more
than one counsel for all parties  indemnified  by such  indemnifying  party with
respect to such claim.



                                       D-3

<PAGE>




                  (iv) The  indemnification  provided  for under this  Agreement
will remain in full force and effect regardless of any investigation  made by or
on behalf of the  indemnified  party or any  officer,  director  or  controlling
person of such  indemnified  party and will survive the transfer of  securities.
Buyer also agrees to make such  provisions,  as are  reasonably  requested by an
indemnified  party,  for  contribution  to  such  party  in  the  event  Buyer's
indemnification is unavailable for any reason.

         9. Termination. The rights to Demand Registration for those Holders who
choose not to participate in the  registration  undertaken  pursuant to a Demand
Registration  shall terminate upon such  registration.  In all other cases,  the
rights to Demand Registration with respect to particular  Registrable Securities
shall  terminate  on the  earlier  of (i) the  date  two  years  and six  months
following the Closing Date,  (ii) the date on which the  particular  Registrable
Securities  may be sold pursuant to paragraph (k) of Rule 144, or (iii) the date
on which the Registerable Securities may be sold pursuant to other provisions of
the Act or the rules and  regulations  promulgated  thereunder as will allow the
sale of all  Registrable  Securities  then held by the  holder  thereof  without
limitation on the manner of the sale and without any governmental  filings.  The
rights  to  Piggyback  Registrations  with  respect  to  particular  Registrable
Securities  shall  terminate on the earlier of (i) the fifth  anniversary of the
Closing Date, (ii) the date on which the particular  Registrable  Securities may
be sold  pursuant to  paragraph  (k) of Rule 144, or (iii) the date on which the
Registerable  Securities may be sold pursuant to other  provisions of the Act or
the rules and regulations  promulgated  thereunder as will allow the sale of all
Registrable Securities then held by the holder thereof without limitation on the
manner of the sale and without any governmental filings.

         10.      General Provisions.

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

                  b. Successors and Assigns. This Agreement shall bind and inure
to the benefit of the parties named herein and their  respective  successors and
assigns.  After Closing, Buyer shall be entitled to assign its rights and duties
under this Agreement  without the consent of any other party hereto,  and Seller
shall be entitled to assign its rights hereunder to Partners when it distributes
shares of Common Stock from Seller to such Partners in  accordance  with Section
2.20 of the Asset Purchase Agreement.

                  c.  Applicable Law.  This  Agreement  shall be governed by and
construed  in  accordance  with the  internal  substantive  laws of the State of
Illinois. Each party hereby irrevocably and unconditionally consents and submits
to the in personam  jurisdiction  of Illinois  state  courts and federal  courts
located in Chicago,  Illinois over all matters relating to this Agreement.  Each




                                       D-4

<PAGE>



party agrees that service of process in any action or  proceeding  hereunder may
be made upon such party by  certified  mail,  return  receipt  requested  to the
address for notice set forth herein. Each party irrevocably waives any objection
it may have to the  venue of any  action,  suit or  proceeding  brought  in such
courts or to the convenience of the forum and each party irrevocably  waives the
right to proceed in any other  jurisdiction.  Final judgment in any such action,
suit  or  proceeding   shall  be  conclusive   and  may  be  enforced  in  other
jurisdictions  by suit on the judgment,  a certified or true copy of which shall
be  conclusive  evidence  of the  fact and the  amount  of any  indebtedness  or
liability of any party therein described.

                  d. Other Rules of  Construction.  References in this Agreement
to sections are to sections of this Agreement unless otherwise indicated.  Words
in the singular  include the plural and in the plural include the singular.  The
word "or" is not exclusive.  The word "including" shall mean including,  without
limitation.  The section and other headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

                  e. Partial Invalidity.  In  the  event  that  any provision of
this Agreement shall be held invalid or  unenforceable by any court of competent
jurisdiction,  such holding  shall not  invalidate or render  unenforceable  any
other provision hereof.



                                       D-5

<PAGE>



                  IN WITNESS  WHEREOF,  each of the  parties has  executed  this
Agreement  or caused  this  Agreement  to be  executed  on its  behalf by a duly
authorized officer, all as of the date first written above.


WORLDPORT COMMUNICATIONS, INC.


By: /s/ John W. Dalton
    --------------------------

Its:President & C.E.O.
    --------------------------

TELENATIONAL COMMUNICATIONS, LIMITED PARTNERSHIP



By: /s/ Edmund Blankenau
    --------------------------

Its:President & C.E.O
    --------------------------




                                       D-6

<PAGE>



                                    EXHIBIT E

                                  BILL OF SALE



                  This BILL OF SALE is delivered  to  WorldPort  Communications,
Inc.,  a Delaware  corporation  (the  "Buyer"),  pursuant to the Asset  Purchase
Agreement  by  and  between  Buyer  and  Telenational  Communications,   Limited
Partnership,  a Nebraska limited  partnership  (the "Seller"),  dated _________,
1997 (the "Agreement").

                  WHEREAS,  the  Agreement  provides that the Seller shall sell,
transfer,  assign and deliver to the Buyer, all right, title and interest in and
to the Purchased Assets as defined in the Agreement.

                  NOW,  THEREFORE,  pursuant to the  Agreement  and for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged:

                  Effective as of the date  hereof,  Seller  hereby  irrevocably
contributes,  sells, transfers,  assigns,  conveys and delivers to Buyer and its
successors and assigns forever,  the Purchased  Assets,  TO HAVE AND TO HOLD the
same for its and their own use and benefit forever.

                  Seller hereby  constitutes  and appoints Buyer as its true and
lawful attorney-in-fact,  with full power of substitution and resubstitution, in
the name of Seller but on behalf of and for the  benefit of Buyer (i) to demand,
collect and receive for the account of Buyer all of the Purchased  Assets;  (ii)
to institute or prosecute,  in the name of Seller or otherwise,  all proceedings
which Buyer may deem necessary or convenient in order to realize upon, affirm or
obtain title to or possession of or to collect,  assert or enforce any property,
claim, right or title of any kind in or to the Purchased Assets; (iii) to defend
and  compromise  any and all actions,  suits or proceedings in respect of any of
the Purchased Assets subject to any obligations in the Agreement; and (iv) to do
all such acts and  things in  relation  thereto as Buyer  shall deem  desirable.
Seller agrees that the foregoing powers are coupled with an interest and are and
shall be irrevocable by Seller for any reason.

                  All of the terms and  provisions of this Bill of Sale shall be
binding  upon  Seller and its  successors  and  assigns,  and shall inure to the
benefit of Buyer and its  successors  and assigns.  Seller hereby  covenants and
agrees with Buyer that it will duly execute and deliver all such  instruments of
sale,  transfer,  assignment and  conveyance and all such notices,  releases and
other  documents as may be necessary  more fully to sell,  transfer,  assign and
convey to, and vest in Buyer, all and singular, the Purchased Assets.

                  This Bill of Sale shall not confer any rights or remedies upon
any  person or entity  other  than the Buyer and its  successors  and  permitted
assigns. Neither the making nor the acceptance of this instrument shall enlarge,
restrict or otherwise modify the terms of the Agreement.



                                       E-1

<PAGE>


                  All  capitalized  terms  used  in this  Bill  of Sale  and not
otherwise defined shall have the meanings given to them in the Agreement.


                  IN WITNESS  WHEREOF,  the undersigned have caused this Bill of
Sale to be executed on their  behalf by a duly  authorized  officer  this day of
_________, 1997.

                                            TELENATIONAL COMMUNICATIONS, LIMITED
                                            PARTNERSHIP



                                            By: /s/ Edward Blankenau
                                                ------------------------

                                            Its: President & C.E.O.
                                                ------------------------





                                       E-2

<PAGE>




                               WORLDPORT SCHEDULES
                                       AND
                              DISCLOSURE MATERIALS


SCHEDULES
---------
Schedule 3.6                        Capital Stock of Buyer

Schedule 3.8                        Financial Statements (Interim Changes)
                                    Audited Financial Statements for 1995 and
                                    1996 included in Form 10KSB Filings
                                    (attached)

Schedule 3.9                        Litigation

Schedule 3.10                       Subsidiaries

Schedule 3.11                       Registration Rights

Schedule 3.12                       Tax Returns



WORLDPORT DISCLOSURE MATERIALS
------------------------------
Form 10KSB for period ending December 31, 1996

Form 10QSB for period ending September 30, 1996

Form 10QSB for period ending June 30, 1996

Form 10QSB for period ending March 31, 1996

Form 10KSB for period ending December 31, 1995

Form S-8 filed February 11, 1997

WorldPort Private Offering Memorandum dated November 1, 1996


OTHER
-----
Other WorldPort Disclosure Materials Provided to Telenational




<PAGE>


Schedules to Asset Purchase Agreement dated April 23, 1997
Schedule 1.2(x)                   Use of Name
Schedule 1.3                      Assumed Liabilities
Schedule 1.8(j)                   Authority/Creditors
Schedule 2.2                      Validity/Authority
Schedule 2.4                      Transactions with Affiliates/Partners
Schedule 2.5                      Financial Statements
Schedule 2.7                      Interim Changes/Potential Material
                                  Adverse Effect
Schedule 2.8                      Outstanding Accounts/Notes Receivable
Schedule 2.9                      List/Summary Description of Insurance
                                  Policies or Fidelity Bond
Schedule 2.10                     Asset List
Schedule 2.11                     Proprietary Information
Schedule 2.12                     Customers and Suppliers
Schedule 2.13                     Employees/Benefits
Schedule 2.14                     Licenses & Permits
Schedule 2.15                     Material Contracts
Schedule 2.17                     Legal Proceedings
Schedule 2.19                     Brokers (Friedrich)
Schedule 4.1                      Interim Conduct of Business
Schedule 7.7                      Assumed Liabilities/Guaranties