NOTICE AND CERTIFICATION OF
                               NO ORAL AGREEMENTS


         THIS NOTICE AND CERTIFICATION OF NO ORAL AGREEMENTS (this  "Agreement")
is made  by and  among  VALUE  PARTNERS,  LTD.,  a  Texas  Limited  Partnership,
("Lender"),  TELENATIONAL COMMUNICATIONS LIMITED PARTNERSHIP, a Nebraska Limited
Partnership,  ("Telenational"),   WorldPort  Communications,  Inc.,  a  Delaware
Corporation  ("WorldPort")  and  Telenational  Communications,  Inc., a Delaware
corporation and wholly owned  subsidiary of WorldPort ("TCI" or "Subsidiary") as
of June 20, 1997 ( WorldPort and TCI shall be referred to herein as "Borrower").

         Lender hereby gives the following notice to Borrower and  Telenational,
and Borrower and Telenational hereby acknowledge and agree with such notice:

         THE WRITTEN LOAN DOCUMENTS  REPRESENT THE FINAL  AGREEMENT  BETWEEN THE
         PARTIES   AND  MAY  NOT  BE   CONTRADICTED   BY   EVIDENCE   OF  PRIOR,
         CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         FOR PURPOSES OF THIS NOTICE,  THE WRITTEN LOAN  DOCUMENTS ARE COMPRISED
         OF THE FOLLOWING (all of which are dated as of June 20, 1997);

         1.    First Amended Loan Modification Agreement

         2.    Second Amended and Restated Senior  Secured Promissory Note in
               the principal sum of $850,000

         3.    First Amended Pledge and Security Agreement

         4.    Amendment to Financing Statement - State (and related documents)

         5.    Amendment to Financing Statement - County (and related documents)

         6.    Notice and Certification of No Oral Agreements

         7.    Resolutions By the Unanimous Written Consent of the  Directors of
               IMTS, Inc.

         8.    Resolutions  By  the  Unanimous  Written  Consent  of the General
               Partner of Value Partners, Ltd.

         9.    Resolutions  By  the  Unanimous  Written  Consent of Directors of
               WorldPort





NOTICE AND CERTIFICATION OF NO ORAL AGREEMENTS             PAGE 1
<PAGE>


         10.   Resolutions  By  the  Unanimous  Written  Consent of Directors of
               Subsidiary

         11.   Security Interest Subordination Agreement

         This Agreement may be executed in separate or multiple  counterparts by
the parties,  and all of such  counterparts  shall be  considered as one and the
same instrument notwithstanding the fact that various counterparts are signed by
only one or more of the parties,  and all of such Agreements shall be deemed but
one and the same Agreement.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first above written.

                                 LENDER:

                                 VALUE PARTNERS, LTD.

                                 By: Fisher Ewing Partners,
                                 a Texas general partnership

                                 General Partner

                                 By: /s/Timothy Ewing
                                     ----------------------------
                                          Timothy Ewing
                                 Its:     General Partner


                                 OTHER PARTIES:

                                 TELENATIONAL COMMUNICATIONS LIMITED PARTNERSHIP

                                 By:        IMTS, Inc.
                                     ----------------------------
                                          General Partner

                                 By: /s/Edmund Blankenau
                                     ----------------------------
                                 Its:     President and CEO

                                 BORROWERS:


                                 WORLDPORT COMMUNICATIONS, INC.




NOTICE AND CERTIFICATION OF NO ORAL AGREEMENTS             PAGE 2

<PAGE>

                                 By:  /s/John Dalton  
                                      ---------------------------
                                 Its: President & C.E.O.
                                      ---------------------------

                                 TELENATIONAL COMMUNICATIONS, INC.

                                 By:  /s/John Dalton
                                      ---------------------------
                                 Its: President & C.E.O.
                                      ---------------------------