EMPLOYMENT AGREEMENT


       THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
  of January 1, 1998 by and between WorldPort Communications, Inc. a Delaware
  Corporation ("WorldPort" or the "Company"), and Mr. Phillip S. Magiera
  (hereinafter referred to as the "Executive").

                               W I T N E S S E T H:

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

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

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

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

       1.   DEFINITIONS.

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

            (a)       "ACCRUED BENEFITS" shall mean the amount payable not
       later than ten (10) days following an applicable Termination Date, which
       shall be equal to the sum of the following amounts:  
                 (i)       All salary earned or accrued through the Termination
            Date;

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

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

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

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

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

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

            (e)       "NOTICE OF TERMINATION" shall mean the notice described
       in Section 9 hereof;

            (f)       "TERMINATION DATE" shall mean, except as otherwise
       provided in Section 8 hereof,

                 (i)       The Executive's date of death;

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

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

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

       2.   EMPLOYMENT.

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

       3.   TERM.

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

       4.   POSITIONS AND DUTIES.

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

       5.   PLACE OF PERFORMANCE.

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

       6.   COMPENSATION AND RELATED MATTERS.

            (a)       Commencing on the date hereof, and during Executive's
       employment, the Company shall pay to the Executive an annual salary of
       $240,000 per annum payable at a rate of $16,666 per month for the first
       12 months ($19,166 for the second 12 months) and $3,333 per month, in
       accrual, for the first 12 months ($3,833 for the second 12 months) for
       the purchase of shares in the Company, at a share price of $2.00, up to
       a maximum of 108,000 shares.  The Board, in its sole discretion, may
       increase the annual salary of the Executive based upon satisfactory
       performance and the Executive's salary may be increased from time to
       time in accordance with normal business practices of the Company at the
       full discretion of the Board.

            (b)       During the Executive's employment, the Executive shall
       receive an annual performance bonus equal to 50% of the Executive's
       monthly salary.

            (c)       During the Executive's employment hereunder, the
       Executive shall be entitled to receive prompt reimbursement for all
       reasonable expenses incurred by the Executive in performing services
       hereunder, including all business, travel, and living expenses while
       away from home on business or at the request of and in the service of
       the Company, provided that such expenses are incurred and accounted for
       in accordance with the Company's policies and procedures.

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

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

            (f)  Commencing on the date hereof, the Executive shall be granted
       500,000 (five hundred thousand) shares of the Company's common stock
       under the Company's Long Term Incentive Plan.
       (g)  During the Executive's employment, the Executive shall receive a
       monthly car allowance of $400. 

       7.   OFFICES.

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

       8.   TERMINATION 

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

            (b)       As a result of Disability: If, as a result of the
       Executive's Disability, the Executive shall have been unable to perform
       the Executive's duties hereunder on a full-time, continuous basis for
       two (2) consecutive months or for an aggregate of three (3) months
       within any twelve (12) month period and if within thirty (30) days after
       the Company provides the Executive with a Termination Notice, the
       Executive shall not have returned to the performance of the Executive's
       duties on a full-time basis, the Company may terminate the Executive's
       employment, subject to Section 9 hereof.  During the term of the
       Executive's Disability prior to termination, the Executive shall
       continue to receive all salary and benefits payable under Section 6
       hereof, including participation in all employee benefit plans, programs,
       and arrangements in which the Executive was entitled to participate
       immediately prior to the Disability; provided, however, that the
       Executive's continued participation is permitted under the terms and
       provisions of such plans, programs, and arrangements.  In the event that
       the Executive's participation in any such plan, program, or arrangement
       is barred as the result of such Disability, the Executive shall be
       entitled to receive an amount equal to the contributions, payments,
       credits, or allocations which would have been paid by the Company to the
       Executive, to the Executive's account, or on the Executive's behalf
       under any such plan, program, or arrangement.  In the event the
       Executive's employment is terminated on account of the Executive's
       Disability in accordance with this Section 8, the Executive shall
       receive the Executive's Accrued Benefits as of the Termination Date and
       shall remain eligible for all benefits provided by any long-term
       disability program of the Company in effect at the time of such
       termination.  The payment of the Accrued Benefits by the Company to the
       Executive shall be in addition to, and not in lieu of, any benefits
       payable by reason of the Executive's Disability to the extent provided
       under any long-term disability program of the Company in effect at the
       time of the Executive's termination, or under any disability insurance
       policy, or otherwise.

            (c)       Termination Without Cause: Either party to this Agreement
       may terminate the Executive's employment hereunder without cause at any
       time upon notice to the other party, and upon any such termination, the
       Executive shall be entitled to receive his Accrued Benefits.  In the
       event that the Company terminates the Executive's employment pursuant to
       this Subsection 8(c), the Executive shall receive from the Company on
       the Termination Date a lump-sum cash payment (the "Severance Payment"),
       as severance, in an amount equal to one hundred percent (100%) of the
       greater of (i) the Executive's annual salary at the time of such
       termination, or (ii) the Executive's annual salary, as set forth in
       Subsection 6(a) hereof. 

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

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

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

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

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

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

       9.   TERMINATION NOTICE.

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

       10.  NONDISCLOSURE OF PROPRIETARY INFORMATION.

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

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

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

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

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

       11.  ASSIGNMENT OF INVENTIONS.

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

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

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

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

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

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

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

       12.  SHOP RIGHTS.

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

       13.  NON-COMPETE.

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

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

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

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

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

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

       14.  REMEDIES AND JURISDICTION.

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

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

       15.  INDEMNIFICATION.

       The Company agrees to indemnify and hold the Executive harmless from and
  against any and all losses, liabilities, or costs (including, but not limited
  to, reasonable attorney's fees), which the Executive may sustain, incur, or
  assume as a result of, or relative to, any allegation, claim, civil or
  criminal action, proceeding, charge, or prosecution, which may be alleged,
  made, instituted, or maintained against the Executive or the Company, jointly
  or severally, arising out of or based upon the Executive's employment with
  the Company, to the fullest extent permitted by applicable law including, but
  not limited to, any injury to person(s) or damage to property or business by
  reason of any cause whatsoever, regardless of whether any such injury or
  damage is caused by negligence on the part of the Executive.  THIS INDEMNITY
  PROVISION IS INTENDED TO INDEMNIFY THE EXECUTIVE (A) AGAINST THE CONSEQUENCES
  OF HIS OWN NEGLIGENCE OR FAULT, REGARDLESS OF WHETHER THE EXECUTIVE IS SOLELY
  NEGLIGENT OR CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY, OR
  CONCURRENTLY NEGLIGENT WITH ANY OTHER PERSON, AND (B) AGAINST ANY LIABILITY
  OF THE EXECUTIVE BASED ON APPLICABLE DOCTRINE OF STRICT LIABILITY.  Not
  withstanding the foregoing, the Company will not, however, indemnify the
  Executive for any claims, liabilities, losses, damages or expenses that
  result solely from bad faith, gross negligence or willful misconduct by the
  Executive.

       16.  ATTORNEYS' FEES.  

       The Company shall reimburse the Executive for any and all costs incurred
  by the Executive in connection with any legal proceedings in connection with
  the Executive's rights or obligations under this Agreement, including
  reasonable attorneys' fees, together with interest thereon as provided by
  applicable law.
   
       17.  SUCCESSORS.

       This Agreement and all rights of the Executive hereunder shall inure to
  the benefit of and be enforceable by the Executive's personal or legal
  representatives, estate, executors, administrators, heirs, or beneficiaries. 
  In the event of the Executive's death, all amounts payable to the Executive
  under this Agreement shall be paid to the Executive's surviving spouse, if

  the Executive dies without a surviving spouse, to the Executive's estate. 
  This Agreement shall inure to the benefit of, be binding upon, and be
  enforceable by or against, any successor, surviving or resulting corporation,
  or other entity or any assignee of the Company to which all or substantially
  all of the business and assets of the Company is transferred whether by
  merger, consolidation, exchange, assignment, sale, lease, or other
  disposition or action. 

       18.  ENFORCEMENT.

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

       19.  AMENDMENT OR TERMINATION.

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

       20.  SURVIVABILITY.

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

       21.  ENTIRE AGREEMENT.

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

       22.  GOVERNING LAW; VENUE.

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

       23.  NOTICE.

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

       WorldPort Communications, Inc.
       9601 Katy Freeway, Suite 200
       Houston, TX  77024
       Tel: (713) 461-4999

  with a copy to corporate counsel for the Company to:

       McDermott, Will & Emory
       Attn: Ellen Kollar
       227 West Monroe St.
       Chicago, IL 60605
       312-984-6486

  or to such other address as the Company shall have given to the Executive or,

  if to the Executive, to:

       Phillip S. Magiera
       1 Colonial Road
       Dover, MA  02030
       508-785-2807

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

       24.  NO WAIVER.

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

       25.  HEADINGS.

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

       26.  COUNTERPARTS.

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

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

                           THE COMPANY:
                           WORLDPORT COMMUNICATIONS, INC. 


                            /s/ Paul A. Moore 
                           Paul A. Moore
                           Chairman and Chief Executive Officer



                           EXECUTIVE:



                           /s/  Phillip Magiera 
                           Phillip Magiera