SALE AND TRANSFER OF SHARES                                   MA/ER/680514.kle/5
(MathComp B.V.)


On this day, the thirteenth of February                        -----------------
nineteen hundred and ninety-eight, appeared before me,                        --
Nelson Marie Joseph Damen, civil law notary in Amsterdam:

1. Ernst Hans  Rozelaar, prospective  civil law  notary, residing  in Amsterdam,
   Stadionkade 121 III, born in Amsterdam on the tenth day of September nineteen
   hundred  and sixty-one, unmarried  nor registered as  a partner,  holder of a
   Dutch passport with number N28440156,                                    ----
   in the present matter acting as attorney-in-fact for:
   BAHMAN ZOLFAGHARPOUR,  businessman, domiciled at G.J.  van Marrewijkplantsoen
   9, 2552 JR Den Haag (The Hague),  born in Esfahan, Persia, on the eighth  day
   of February nineteen hundred and forty-four, married,            ------------
   hereinafter also referred to as: "Seller";                        -----------

2. Marije  Stevenhaagen,  prospective civil  law  notary, residing  in  De Bilt,
   Hessenweg 8, born in Amsterdam on the ninth day of September nineteen hundred
   and seventy-four,  unmarried nor registered as  a partner, holder of  a Dutch
   driver's license with number                                          -------
   3123304424,                        ------------------------------------------
   in the present matter acting as attorney-in-fact for:
   WORLDPORT  COMMUNICATIONS INC.,  a  corporation duly  organized and  existing
   under  the laws  of the  State of  Delaware, United  States of  America, with
   registered  office at  9601 Katy  Freeway, Suite  200, Houston,  Texas 77024,
   United States of America,                               ---------------------
   hereinafter also referred to as: "Purchaser" or                        ------
   "WorldPort";                        -----------------------------------------

3. Ernst Hans Rozelaar, mentioned above,                        ----------------
   in the present matter acting as attorney-in-fact for:
   MATHCOMP B.V. (to be changed into: WorldPort                        ---------
   Communications (Europe) B.V.), a  private limited company duly organized  and
   existing under the laws of The  Netherlands, with official seat at  Voorburg,
   The                                                                     -----
   Netherlands and having its  place of business at G.J.  van Marrewijkplantsoen
   9, 2552 JR Den Haag (The Hague), filed with the Trade Register of the Chamber
   of Commerce and Industry in Den Haag (The Hague) under number 27106919,  
   hereinafter also referred to as: "the Company" or "MathComp"._____________
  The appearing parties stated that:                   ----------------------
- Seller is the holder of all four  hundred issued and outstanding shares in the
  capital of the Company, each having a par value of one hundred Dutch Guilders
  (NLG 100.-) numbered from 1 up to and including 400;                      --
- Seller and Purchaser have agreed on the sale and transfer of said four hundred
  shares, hereinafter referred to as "the Shares." ----------------------------

REPRESENTATIONS AND WARRANTIES OF SELLER                        ----------------
With respect to the Company  and the Shares, the Seller represents  and warrants
that:                                                ---------------------------

A. Seller obtained the Shares as follows:                        ---------------
   - three hundred fifty shares by virtue of a transfer by  deed executed on the
     fourth  day of  February  nineteen hundred  and ninety-eight  before N.M.J.
     Damen, civil law notary in Amsterdam;           ---------------------------
   - fifty shares by virtue  of an issue by the Company by  deed executed on the
     twelfth day  of February  nineteen hundred  and ninety-eight  before N.M.J.
     Damen, civil law notary in Amsterdam.           ---------------------------

B. The  Company was  incorporated  by  a  notarial  deed  executed  before  W.R.
   Avenarius, civil  law notary in  Rijswijk, Zuid-Holland, The  Netherlands, on
   the third day  of November  nineteen hundred and  eighty-three, the draft  of
   which deed  received  the  ministerial  certificate of  no-objection  on  the
   fourteenth  day of  October nineteen  hundred  and eighty-three  under number
   B.V.                                                                       --
   263.369.                        ---------------------------------------------
   On the fourth day of February  nineteen hundred and ninety-eight, the  Seller
   as  sole shareholder  of  the  Company, adopted  a  resolution  to amend  the
   articles of association completely.            ------------------------------

C. a. The  authorized capital of the Company amounts to one hundred seventy-five
      thousand Dutch Guilders                                             ------
      (NLG  175,000.-)  and is  divided into  one  thousand seven  hundred fifty
      shares, each having a par value of one hundred Dutch  Guilders (NLG 100.-)
      of  which currently four  hundred shares have  been issued  and fully paid
      up.                                   ------------------------------------

   b. No depository receipts for shares in  the capital of the Company have been
      issued with the cooperation of  the Company, nor, to the best  of Seller's
      knowledge, are there any persons having the same legal rights  as a holder
      of  depository  receipts  for shares  issued  with  the  cooperation of  a
      company.                                                  ----------------

   c. No resolutions have been  adopted for a further issue of shares, including
      the granting of any rights  to subscribe for shares, nor has  any dividend
      been declared that has not been paid.                   ------------------
      No third party is entitled to profits  or to the results of liquidation of
      the Company.                                                  ------------

D. Neither Seller,  nor any previous  holder of the  Shares, has granted  to any
   third party any rights to obtain the Shares. -----------------------------

E. a. The Company has no subsidiaries and/or other interests or shareholdings.
   b. The Company  does not participate as  a general or limited  partner in any
      general or limited partnership. ----------------------------------------
   c. The Company  is not  a party  to any  excessively burdensome  or long-term
      contract that is not generally customary for the business of the Company.
      The Company is not a party to any agreement pursuant to which the sale and
      transfer  of the  Shares  could be  modified  or terminated  by  the other
      contracting party.            --------------------------------------------
   e. The Company has always complied, completely  and in a timely fashion, with
      all of its tax and social insurance obligations.                
      No  supplementary or  retrospective assessments  will  be imposed  in this
      respect.                                           -----------------------
   f. The Company has properly complied  with all of its obligations  arising by
      law, statute, contract  or in  any other manner,  expressly including  any
      reporting  obligations  of any  type whatsoever;  and  the Company  is not
      involved  as either  plaintiff or  defendant in  any actual  or threatened
      proceedings  or  disputes  of  any  nature  whatsoever  (civil,  criminal,
      administrative,  tax, arbitral  or  bindend advies),  except for  ordinary
      collection proceedings.                                 ------------------

G. a. The  annual  accounts of  the Company  for the  year nineteen  hundred and
      ninety-six  and previous  years have,  to the  extent required,  been duly
      filed at the office of the Trade Register in which the Company is registe-
      red.                               ---------------------------------------

   b. The  annual accounts for the  year nineteen hundred  and ninety-seven have
      not yet been adopted or approved. ---------------------------------------
 ./.

   c. The balance sheet and the profit and loss account of the Company as at the
thirty-first day of December  nineteen hundred and ninety-seven, have  been pre-
pared in compliance with all applicable legal provisions, and in compliance with
generally accepted principles.         ---------------------------------------

      They  give  a  consistent,  clear  and  accurate view  of  the  scope  and
      composition of the Company's worth.                                      -
      Adequate provision has  been made  for all of  the Company's  liabilities,
      whether or not contingent, and there are no debts (including in particular
      debts  to former  shareholders) or  liabilities, including  guarantees and
      other  third-party security  interests  other than  as  set forth  in  the
      abovementioned balance sheet.              -------------------------------

   d. Since the effective  date of the  information referred to under  c, above,
      there  has been no change in the condition, either financial or otherwise,
      of the  assets and liabilities of  the Company, or in  the Company's pros-
      pects.                                      ------------------------------

H. The Company is not indebted to the Seller or to any third party. -----------

I. No bankruptcy  or moratorium on payments  has been requested  with respect to
   the Company,  nor has the Company been declared bankrupt or granted a morato-
   rium.

SALE                        ----------------------------------------------------

Seller hereby sells to Buyer, who purchases from Seller, the Shares.   -------

The parties have agreed upon the following terms:                        -------

  I. The  consideration  for the  sale and  purchase  consists initially  of one
     hundred  fifty thousand  newly  issued  shares  in  the  capital  stock  of
     WorldPort                                                       -----------
     Communications Inc. ("Stock").                        ---------------------

 II. A sum of  two hundred fifty  thousand United States Dollar  (USD 250,000.-)
     will be paid within forty-five days of the signing of this agreement. ----

III. Two million three  hundred fifty thousand shares will be  issued at Closing
     into an Escrow account.                                             -------
     The Escrow account will be administered jointly and mutually  by counsel to
     WorldPort and counsel to                                               ----
     MathComp.                        ------------------------------------------

     Shares  will  be released  from  the  Escrow  account  only by  mutual  and
     unanimous agreement in writing between  such counsels, based on  MathComp's
     Average Monthly  Revenue in the first three  months of nineteen hundred and
     ninety-nine.                            -----------------------------------
 ./. 

Based on such revenues and gross margins, shares will be released from escrow as
according to the chart which is annexed to this deed.   ---------------------
     Seller's  stock  issued pursuant  to this  section shall  be issued  into a
     subsequent  escrow until  the thirtieth  day of  June nineteen  hundred and
     ninety-nine.                                                             --

     At such date, if the average monthly revenue and gross margin level for the
     second quarter of  nineteen hundred and ninety-nine is equal  to or greater
     than the average for the first quarter of nineteen hundred and ninety-nine,
     all of the stock shall be released from escrow.       -------------------
 ./.
If the average monthly revenue and gross margin for the second quarter of
nineteen hundred and ninety-nine is less  than the average for the first quarter
of nineteen hundred and ninety-nine, then the amount of stock released to Seller
shall be reduced according to the afore-mentioned chart which is annexed to this
deed.           -----------------------------------------

 IV. All of the Stock issued to Seller pursuant  to this agreement shall be Rule
     144 restricted stock according  to the laws of the United States Securities
     and Exchange Commission.                    -------------------------------


TERMS AND CONDITIONS                        ------------------------------------

With respect to this sale and purchase, Seller and Purchaser have further agreed
as follows:                                                      ---------------

ARTICLE 1.                        ----------------------------------------------

Seller shall transfer the Shares to Purchaser.                        ----------
The right to receive the Shares shall be:                        ---------------

a. unconditional,  and not  subject  to reduction,  rescission  or any  type  of
   nullification;                                       ------------------------

b. free of all charges, including attachments, liens and in rem rights (beperkte
   rechten).                                                --------------------

ARTICLE 2.                        ----------------------------------------------

Seller warrants  to Purchaser  the accuracy  of all  of the representations  and
warranties set forth under A through I, above.   ------------------------------

Seller further warrrants  to Purchaser that in so doing he has provided, and has
not left out or  concealed, any and all  information and data that  Seller could
reasonably be expected to provide to  Purchaser in order for Purchaser to obtain
an accurate impression of the  nature and content of what is being purchased and
the purchase price therefor.

ARTICLE 3.                        ----------------------------------------------

As of the date hereof, the Shares shall be held for the account of Purchaser and
at his sole risk.                                                 --------------

ARTICLE 4.                        ----------------------------------------------

The  costs  related to  this  deed and  its performance  shall  be borne  by the
Purchaser.                                        ------------------------------

ARTICLE 5.                        ----------------------------------------------

This agreement  and the performance thereof shall be governed by the laws of The
Netherlands.                                                    ----------------

ARTICLE 6.                        ----------------------------------------------

Any dispute  arising out  of or  related to this  agreement or  other agreements
resulting therefrom, as well as any dispute  concerning the breach of any of the
representations and warranties made by either party shall be settled
by  an expert  appointed by  mutual agreement  of the  parties or,  failing such
agreement, by the  judge of  the Cantonal  Court in  the district  in which  the
Company has its official seat.        ------------------------------------------

ARTICLE 7.                        ----------------------------------------------

For  purposes of the  performance of this  agreement, including  the tax aspects
thereof,  the parties  elect domicile  at the  office of  the custodian  of this
deed.                                                                      -----

RESTRICTIONS ON TRANSFERABILITY                        -------------------------

With respect to the transfer of the Shares reflected herein, the  right of first
refusal provided for in the articles of association can be dispensed with, since
the Seller is holder of all shares in the capital of the Company.  -----------

TRANSFER; RELEASE AND DISCHARGE        -------------------------

In  performance  of the  purchase agreement  entered  into between  them, Seller
hereby transfers the Shares to Purchaser, who accepts them.   -----------------

Seller  acknowledges  receipt of  the  consideration,  for  which  Purchaser  is
released and discharged.                                           -------------

ACKNOWLEDGEMENT                        -----------------------------------------

The Company acknowledges the transfer  of the Shares and undertakes  to indicate
the transaction in the shareholders  register, as required by law.  -----------
POWERS OF ATTORNEY                        --------------------------------------
 ./.  
Afore-mentioned powers of attorney, which have sufficiently been proven to me,
civil law notary, appear from two private deeds, which will be attached to  this
deed.                                               -----

Wherefrom  this deed, executed in Amsterdam in the form to be kept under a civil
law  notary's custody on the  date stated at  the top of the  deed at five hours
fifty minutes post meridiem.          ------------------------------------------

After  the contents  of  this deed  were  briefly summed  up  for the  appearing
parties,  they declared  to have  noted the  contents  of this  deed and  not to
require a full reading thereof. ------------------------------------------------

After  it had been read  in outline, this deed was  then signed by the appearing
parties, who are known to me, civil law notary, and by me, civil law notary. --
(Signed): E.H. Rozelaar, M. Stevenhaagen, N.M.J. Damen, notaris. --------------