FIRST AMENDED
                           LOAN MODIFICATION AGREEMENT


      This FIRST AMENDED LOAN MODIFICATION  AGREEMENT  ("Agreement") is made and
entered into as of this 20th day of June,  1997, by and between Value  Partners,
Ltd., a Texas  Limited  Partnership,  ("Lender"),  Telenational  Communications,
Inc.,  a  Delaware  Corporation  ("TCI"),  Telenational  Communications  Limited
Partnership,  a Nebraska  Limited  Partnership,  (Telenational")  and  WorldPort
Communications,  Inc.  ("WorldPort")  (WorldPort  and TCI shall be  referred  to
collectively herein as "Borrowers").

                                 R E C I T A L S

A. On or about  November 8, 1995,  Telenational  executed as Maker that  certain
Unsecured  Senior  Promissory Note (the "Original Note") in the principal sum of
Eight  Hundred  Fifty  Thousand  and  no/l00ths  Dollars  ($850,000.00)  to Aden
Enterprises,  Inc.,  d/b/a ECDI,  Inc.,  as Payee  ("Aden"),  a copy of which is
attached  hereto  as  Exhibit  "A" and  incorporated  herein by  reference.  The
Original  Note was  pledged and  assigned by Aden to the Lender and  acquired at
public sale by the Lender  pursuant to that certain  Amended and Restated Pledge
Agreement  executed  by Aden in favor of the Lender and dated as of  December 8,
1995. Telenational defaulted on the Original Note.

B. As a condition  to and in  consideration  of the Lender  forbearing  from the
exercise of its right of immediate  collection of the Original  Note, and of the
Lender restructuring,  reinstating, renewing, and extending the Original Note to
Telenational in the amount of $850,000.00, Telenational agreed (i) to enter into
that  certain  Loan  Modification  Agreement  dated as of March  20,  1997  (the
"Telenational  Loan  Agreement"),  a copy of which is attached hereto as Exhibit
"B" and by this reference  incorporated  herein,  (ii) to enter into and execute
that  certain  Amended and Restated  Promissory  Note dated as of March 20, 1997
(the "Telenational Note"), a copy of which is attached hereto as Exhibit "C" and
by this  reference  incorporated  herein,  and (iii) to enter into that  certain
Pledge and  Security  Agreement  dated as of March 20,  1997 (the  "Telenational
Pledge  Agreement"),  a copy of which is  attached  hereto as Exhibit "D" and by
this  reference  incorporated  herein,  pursuant to which certain  collateral as
described therein was and continues to be pledged by Telenational to Lender. The
Telenational  Loan  Agreement,   Telenational  Note,  the  Telenational   Pledge
Agreement and all related documents, including Financing Statements are referred
to herein as the "Telenational Documents".

C. On or about  April 23,  1997,  WorldPort  , entered  into an  agreement  with
Telenational  pursuant to which TCI, as  assignee  of  WorldPort,  is to acquire
certain of the assets (the  "Acquired  Assets") and the business  enterprise  of
Telenational,  which  Acquired  Assets  are  pledged by  Telenational  to Lender
pursuant  to the  Telenational  Documents.  As a  condition  to  that  transfer,
Telenational is required to obtain the consent of Lender to such transfer, given
that absent such consent,  Telenational  will be in default of the  Telenational
Documents.  Lender  will  consent so long as TCI and  WorldPort  enter into this

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                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 1
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Agreement and among other matters, execute, as joint and several obligors, those
documents  defined  herein  as  the  Loan  Documents,  affirming,   reinstating,
restating,  replacing, renewing and amending the Telenational Loan Documents and
continuing the security  interest of Lender in the  Collateral,  as that term is
defined in the Pledge  Agreement.  As partial  consideration  for the agreements
contained herein,  Lender agrees to release its security interest in the Pledged
Securities,  as that  term is  defined  in the  Telenational  Pledge  Agreement,
pursuant to the terms of this Agreement.

D. As of June  19,  1997,  the  principal  amount  of the  Telenational  Note is
$762,278.06 and accrued,  unpaid interest is $15,880.79,  as calculated pursuant
to the terms of the Telenational Note.


                                   AGREEMENT:

      NOW,  THEREFORE,  in  consideration  of the  premises  and other  good and
valuable  consideration,  the receipt and legal  sufficiency of which are hereby
acknowledged, Lender, Telenational and Borrowers agree:

      1. Obligations of Borrowers. In consideration of the Lender restructuring,
restating,  reinstating,  renewing and extending the  Telenational  Note and the
Telenational  Pledge  Agreement and consenting to the  acquisition by TCI of the
Acquired  Assets,  subject  to the  lien  granted  Lender  in  the  Telenational
Documents,  as modified  herein,  Borrowers  shall  execute as joint and several
obligors documents amending, restating,  reinstating, renewing and extending the
Telenational  Documents,  as  modified,  and agree  that the  Telenational  Loan
Agreement,  the Telenational Note and the Telenational Pledge Agreement shall be
restructured as set forth in this Agreement,  in that certain Second Amended and
Restated Senior Secured  Promissory  Note (the "Note")  executed by Borrowers in
favor of Lender,  a copy of which is attached  hereto as Exhibit "E" and by this
reference incorporated herein, in that certain First Amended Pledge and Security
Agreement executed by Borrowers and the Lender (the "Pledge Agreement"),  a copy
of which is attached  hereto as Exhibit "F" and by this  reference  incorporated
herein and in related  documents  including those necessary to continue Lender's
security  interest  in the  Collateral  in a form  acceptable  to  Lender.  This
Agreement, the Note, the Pledge Agreement and all documents executed in relation
to this transaction,  and all other documents as set forth in and including that
certain  Notice  and  Certification  of No Oral  Agreements,  a copy of which is
attached  hereto as Exhibit G and  incorporated  herein by  reference,  shall be
referred to herein as the "Loan  Documents".  All  obligations  of  Borrowers to
Lender arising pursuant to the Loan Documents shall be referred to herein as the
"Indebtedness".

      2. References in Loan  Documents.  All references in the Loan Documents to
the Note, the Pledge  Agreement,  and the Financing  Statements shall henceforth
include  references  to the  Note,  the  Pledge  Agreement,  and  the  Financing
Statements  as such  documents  are modified,  extended,  reinstated,  replaced,
amended and renewed  hereby,  and as such  documents  may, from time to time, be
further amended, modified, extended, reinstated, renewed, and/or increased.

      3.  Execution of Documents.  Subject to the terms and conditions set forth
herein,  Borrowers  will  execute  in favor  of  Lender  the  Note,  the  Pledge
Agreement,  documents necessary to amend the Financing Statements and the Notice
of No Oral  Agreements,  together  with any  other  documents  required  by this
transaction.

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                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 2
<PAGE>

      4.  Confirmation of Liens.  Borrowers as joint and several obligors hereby
grant,  confirm,  renew,  affirm and restate to Lender the  security  interests,
liens,  and  rights of any kind or  nature  granted  Lender in the  Telenational
Documents,  as amended  in the Loan  Documents,  to secure  payment of the Note.
Borrowers and  Telenational  confirm that this  modification of the Telenational
Documents  shall in no  manner  affect  or  impair  any of the  liens,  security
interests or rights securing  payment of the Note as to the Collateral,  as that
term is defined  in the  Pledge  Agreement.  Borrowers  confirm  that the liens,
security  interests and rights of Lender under the Loan  Documents are valid and
subsisting liens, security interests and rights against the properties described
therein.  Borrowers confirm that Lender is not waiving any rights or remedies it
had under the Original Note and the Telenational Documents,  unless specifically
set forth  herein,  that such rights are not  impaired,  and that the purpose of
this  instrument  being in part, to renew,  carry  forward,  and extend all such
rights, as modified and improved herein and in the other Loan Documents.  Lender
shall have the right to exercise  all rights and  remedies  of Lender  under the
Loan  Documents and under  applicable  law upon the occurrence of any default or
event of default under any of the Loan  Documents and under any and all existing
or future  amendments or  modifications  to any of the Loan  Documents or to the
terms thereof.  Because Lender hereby agrees to release its security interest in
the  Pledged  Securities,  as that term is  defined in the  Telenational  Pledge
Agreement,  this  provision  shall not  apply to the  Pledged  Securities.  This
release of security  interest in the Pledged  Securities shall be effective upon
the reduction of principal balance of the Note to the sum of $500,000. When such
release is effective,  Lender shall,  within  twenty-four (24) hours deliver the
Certificate  representing such Pledged Securities with Federal Express or United
Postal  Service  for  delivery  to  Telenational  at the  address  specified  in
paragraph 27 herein.

      5. Representations,  Warranties, Covenants and Agreements of Borrowers and
Telenational.  Borrowers  and  Telenational  represent,  warrant and covenant to
Lender  as  follows:  (a) the  information  set  forth in the  recitals  of this
Agreement  are true and correct in all  respects;  (b) the  representations  and
warranties of Borrowers and  Telenational as set forth in the Loan Documents are
true and correct as of the date hereof;  (c) Borrowers and  Telenational  hereby
confirm all  covenants,  obligations  and duties of Borrowers  and  Telenational
under the Loan Documents,  and (d)  Telenational is the owner of the Collateral,
as that term is defined in the Pledge  Agreement,  and that Telenational has not
mortgaged,  transferred,  assigned  or pledged any  interest  in the  Collateral
except to Lender pursuant to the Loan Documents,  unless otherwise designated in
the  Loan  Documents;  (e)  TCI,  at the  time of the  execution  of the  Pledge
Agreement and on the Closing Date, as that term is defined herein,  shall be the
owner of the  Collateral,  as that  term is  defined  in the  Pledge  Agreement,
subject  to the lien of  Lender,  and has not and will not  mortgage,  transfer,
assign or pledge any interest in the  Collateral,  except to Lender  pursuant to
the Loan Documents.

      6.    Additional   Representations   and  Warranties  of   Telenational.
Telenational represents and warrants to the Lender as follows:

            (a)  Organization,   Standing,   etc.   Telenational  is  a  limited
partnership duly organized, validly existing and in good standing under the laws

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                       LOAN MODIFICATION AGREEMENT, PAGE 3
<PAGE>

of the State of Nebraska and has all  requisite  power and  authority to own its
assets and carry on its business as presently  conducted.  IMTS,  Inc.,  general
partner of Telenational,  is a corporation duly organized,  validly existing and
in good standing under the laws of the State of Nebraska and has requisite power
and  authority  to own  its  assets  and  carry  on its  business  as  presently
conducted.  Telenational has all requisite  corporate power and authority to (i)
execute,  deliver and perform its obligations under the Loan Documents, and (ii)
execute,  deliver and perform its  obligations  under all other  agreements  and
instruments  executed and delivered by it pursuant to or in connection  with the
Loan Documents.

            (b)  Authorization  and  Execution.  The  execution,   delivery  and
performance  by  Telenational  of the Loan  Documents have been duly and validly
authorized and  Telenational  has the corporate  power and authority to execute,
deliver  and  perform  the Loan  Documents.  The Loan  Documents  have been duly
executed  and  delivered  by  Telenational  and  constitute  a valid and binding
agreement of Telenational.

            (c) Contravention.  The execution,  delivery and performance of this
Agreement and the  consummation of the transactions  contemplated  hereby do not
contravene  or  constitute  a default  under or  violate  (i) any  provision  of
applicable  law or  regulation  the  violation  of which  would  have a material
adverse effect on Telenational  or on the Loan  Documents,  (ii) the Articles of
Incorporation  or Bylaws of Telenational or IMTS,  Inc., or (iii) any agreement,
judgment,   injunction,   order,   decree  or  other  instrument   binding  upon
Telenational  or any of its assets or  properties,  the violation of which would
have a  material  adverse  effect  on  Telenational  result in the  creation  or
imposition of any lien on any asset of Telenational or, on the Loan Documents.

            (d) Litigation,  Proceedings,  Defaults.  There is no action,  suit,
investigation or proceeding pending against, or to the knowledge of Telenational
threatened against or affecting, Telenational or its respective assets before or
by any  court  or  arbitrator  or any  governmental  body,  agency,  department,
instrumentality  or official.  Telenational is not in violation their respective
Articles of Incorporation or Bylaws, and Telenational is not in violation of, or
in default  under any  provision of any  applicable  law or regulation or of any
agreement,  judgment, injunction, order, decree or other instrument binding upon
Borrowers  which  violation  or default  (i) would  effect the  validity of this
Agreement,  the Note,  the Pledge  Agreement or any other  document or agreement
executed or to be  executed by  Telenational  pursuant  hereto or in  connection
herewith,  or (ii) would  impair the ability of  Telenational  to perform in any
material respect the obligations  which it has under the Loan Documents,  or any
such other document or agreement.

            (e)  Governmental  Regulation.  Except as  required  pursuant to the
Securities  Act of 1933,  as  amended  (the  "Act") and State  securities  laws,
Telenational  is not subject to any Federal or State law or regulation  limiting
its ability to execute or issue the Loan Documents.

            (f) Ownership of Property. Telenational has good record title in fee
simple  to,  or  valid  and  subsisting  leasehold  interests  in,  all its real
property, and good title to all its other property, including the Collateral, as
that term is defined in the Pledge Agreement, in each case which is necessary or
useful  in the  conduct  of its  business.  Each  lease  agreement  under  which
Telenational holds an interest in leased property is in full force and effect.

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                       LOAN MODIFICATION AGREEMENT, PAGE 4
<PAGE>

            (g) Documentation;  No Material Misstatements.  All of the necessary
documents  related to the consummation of this transaction have been provided by
Telenational  to the Lender and are true,  correct and  complete in all material
respects,  and  no  written  representation,   warranty  or  statement  made  by
Telenational  in or pursuant to this  Agreement  contains or will contain,  when
made, any untrue statement of a material fact or omits or will omit to state any
material fact necessary to make such  representation,  warranty or statement not
misleading to a prospective  purchaser of securities from  Telenational,  who is
seeking full information with respect to Telenational.

      7.    Additional    Representations   and   Warranties   of   TCI.   TCI
represents and warrants to the Lender as follows:

            (a)  Organization,   Standing,   etc.  TCI  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all  requisite  power and authority to own its assets and carry
on its business as presently  conducted.  TCI has all requisite  corporate power
and authority to (i) execute, deliver and perform its obligations under the Loan
Documents, and (ii) execute, deliver and perform its obligations under all other
agreements  and  instruments  executed  and  delivered  by it  pursuant to or in
connection with the Loan Documents.

            (b)  Authorization  and  Execution.  The  execution,   delivery  and
performance  by TCI of the Loan  Documents  hereunder have been duly and validly
authorized and TCI has the corporate power and authority to execute, deliver and
perform this Agreement and execute the Loan  Documents.  The Loan Documents have
been duly  executed  and  delivered  by TCI and  constitute  a valid and binding
agreement of TCI.

            (c) Contravention.  The execution,  delivery and performance of this
Agreement and the  consummation of the transactions  contemplated  hereby do not
contravene  or  constitute  a default  under or  violate  (i) any  provision  of
applicable  law or  regulation  the  violation  of which  would  have a material
adverse  effect  on  TCI or on the  Loan  Documents,  (ii)  the  Certificate  of
Incorporation  or Bylaws of TCI, or (iii) any agreement,  judgment,  injunction,
order,  decree  or other  instrument  binding  upon TCI or any of its  assets or
properties,  the violation of which would have a material  adverse effect on TCI
or result in the creation or  imposition  of any lien on any asset of TCI, or on
the Loan Documents.

            (d) Litigation,  Proceedings,  Defaults.  There is no action,  suit,
investigation  or  proceeding  pending  against,  or to  the  knowledge  of  TCI
threatened  against or  affecting,  TCI or its assets  before or by any court or
arbitrator or any governmental  body,  agency,  department,  instrumentality  or
official.  TCI is not in violation its Certificate of  Incorporation  or Bylaws,
and TCI is not in  violation  of,  or in  default  under  any  provision  of any
applicable law or regulation or of any agreement,  judgment,  injunction, order,
decree or other instrument binding upon TCI which violation or default (i) would
effect the validity of this  Agreement,  the Note,  the Pledge  Agreement or any
other document or agreement executed or to be executed by TCI pursuant hereto or
in  connection  herewith,  or (ii) would impair the ability of TCI to perform in

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                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 5
<PAGE>

any material  respect the  obligations  which it has under the Loan Documents or
any such other document or agreement.

            (e)  Governmental  Regulation.  Except as  required  pursuant to the
Securities Act of 1933, as amended (the "Act") and State securities laws, TCI is
not subject to any Federal or State law or  regulation  limiting  its ability to
execute or issue the Loan Documents.

            (f)  Ownership of  Property.  On the Closing Date and at the time of
execution of the Loan  Documents,  TCI will have good record title in fee simple
to, or valid and subsisting  leasehold interests in, all its real property,  and
good title to all its other property, including that which in each case which is
necessary or useful in the conduct of its business and including the Collateral,
as that term is defined  in the Pledge  Agreement.  Each lease  agreement  under
which TCI holds an interest in leased property is in full force and effect.

            (g) Documentation;  No Material Misstatements.  All of the necessary
documents  related to the consummation of this transaction have been provided by
TCI to the Lender and are true,  correct and complete in all material  respects,
and no written representation,  warranty or statement made by TCI in or pursuant
to this Agreement contains or will contain, when made, any untrue statement of a
material fact or omits or will omit to state any material fact necessary to make
such  representation,  warranty or statement  not  misleading  to a  prospective
purchaser of securities from TCI, who is seeking full  information  with respect
to TCI.

      8.    Additional    Representations   and   Warranties   of   WorldPort.
WorldPort represents and warrants to the Lender as follows:

            (a)  Organization,  Standing,  etc.  WorldPort is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has  requisite  power and  authority to own its assets and carry on
its business as presently conducted. WorldPort has all requisite corporate power
and authority to (i) execute, deliver and perform its obligations under the Loan
Documents, and (ii) execute, deliver and perform its obligations under all other
agreements  and  instruments  executed  and  delivered  by it  pursuant to or in
connection with the Loan Documents.

            (b)  Authorization  and  Execution;.  The  execution,  delivery  and
performance  by  WorldPort  of the Loan  Documents  hereunder  has been duly and
validly  authorized  and  WorldPort  has the  corporate  power and  authority to
execute,  deliver and perform under the Loan Documents.  The Loan Documents have
been duly executed and delivered by WorldPort and constitute a valid and binding
agreement of WorldPort.

            (c) Contravention.  The execution,  delivery and performance of this
Agreement and the  consummation of the transactions  contemplated  hereby do not
contravene  or  constitute  a default  under or  violate  (i) any  provision  of
applicable  law or  regulation  the  violation  of which  would  have a material
adverse effect on WorldPort or on the Loan  Documents , (ii) the  Certificate of
Incorporation  or  Bylaws  of  WorldPort,  or  (iii)  any  agreement,  judgment,
injunction,  order,  decree or other instrument binding upon WorldPort or any of
its assets or properties,  the violation of which would have a material  adverse
effect on WorldPort or result in the creation or  imposition  of any lien on any

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<PAGE>

asset of WorldPort, on the Loan Documents.

            (d) Litigation,  Proceedings,  Defaults.  There is no action,  suit,
investigation or proceeding  pending  against,  or to the knowledge of WorldPort
threatened against or affecting, WORLDPORT or its respective assets before or by
any  court  or  arbitrator  or  any  governmental  body,   agency,   department,
instrumentality or official. Worldport is not in violation of its Certificate of
Incorporation  or Bylaws,  and  WorldPort is not in violation  of, or in default
under any provision of any  applicable  law or  regulation or of any  agreement,
judgment,  injunction,  order, decree or other instrument binding upon WorldPort
which violation or default (i) would effect the validity of this Agreement,  the
Note, the Pledge Agreement or any other document or agreement  executed or to be
executed by WorldPort pursuant hereto or in connection  herewith,  or (ii) would
impair  the  ability  of  WorldPort  to  perform  in any  material  respect  the
obligations  which it has under the Loan Documents or any such other document or
agreement.

            (e)  Governmental  Regulation.  Except as  required  pursuant to the
Securities  Act of 1933,  as  amended  (the  "Act") and State  securities  laws,
WorldPort is not subject to any Federal or State law or regulation  limiting its
ability to execute or issue the Loan Documents.

            (f)  Ownership of Property.  WorldPort  has good record title in fee
simple  to,  or  valid  and  subsisting  leasehold  interests  in,  all its real
property,  and good  title to all its  other  property,  in each  case  which is
necessary or useful in the conduct of its business.  Each lease  agreement under
which  WorldPort  holds an  interest  in leased  property  is in full  force and
effect.

            (g) Documentation;  No Material Misstatements.  All of the necessary
documents  related to the consummation of this transaction have been provided by
WorldPort  to the Lender and are true,  correct  and  complete  in all  material
respects, and no written representation, warranty or statement made by WorldPort
in or pursuant to this Agreement contains or will contain, when made, any untrue
statement of a material  fact or omits or will omit to state any  material  fact
necessary to make such representation, warranty or statement not misleading to a
prospective  purchaser  of  securities  from  WorldPort,  who  is  seeking  full
information with respect to WorldPort.

      9.    Representations  and Warranties of Lender.  The Lender  represents
and warrants to Borrowers as follows:

            (a)  Authorization  and Execution.  The Lender has full legal right,
power,  and  authority   (including  the  due  authorization  by  all  necessary
partnership  action) to enter into this  Agreement  and to perform the  Lender's
obligations  hereunder without the need for the consent of any other person; and
this Agreement has been duly authorized,  executed and delivered and constitutes
the legal, valid and binding  obligation of the Lender  enforceable  against the
Lender in accordance with the terms hereof.

            (b) Risk of Loss. The Lender is in a financial  position to hold the
Note  until  maturity  and is able to bear the  economic  risk and  withstand  a
complete loss of investment in the Note.

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                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 7
<PAGE>

            (c)   Experience.  The  Lender  has such  knowledge  and  experience
in financial and business  matters that the Lender is capable of evaluating  the
merits  and  risks  of the  investment  in the  Note  and has the net  worth  to
undertake such risks.

            (d)   Advice.  The Lender has  obtained,  to  the  extent the Lender
has deemed necessary,  the Lender's own professional  advice with respect to the
risks  inherent  in the  investment  in the  Note,  and the  suitability  of the
investment  in the  Note  in  light  of the  Lender's  financial  condition  and
investment needs.

            (e) Suitable Investment.  The Lender believes that the investment in
the  Note  is  suitable  for the  Lender  based  upon  the  Lender's  investment
objectives and financial  needs, and the Lender has adequate means for providing
for the  Lender's  current  financial  needs  and has no need for  liquidity  of
investment with respect to the Note.

            (f) Risk Factors.  The Lender  realizes that (i) the purchase of the
Note is a long term  investment;  (ii) the Lender must bear the economic risk of
investment  until the Note matures and because the Note has not been  registered
under the Act,  the Note cannot be sold unless each is  subsequently  registered
under the Act or an exemption  from such  registration  is available;  and (iii)
there is presently no public  market for the Note and the Lender may not be able
to liquidate the Lender's  investment in the event of an emergency or pledge the
Note as collateral security for loans.

            (g) Own  Account.  The  Lender  acknowledges  that the Note is being
purchased  for the  Lender's  own  account  and for  investment  and without the
intention of reselling or  redistributing  the same, and that the Lender made no
agreement with others regarding any of such Note.

            (h)   No  Agreements.  The Lender has no  agreements  (written  or
oral),  arrangements,  understandings  or commitments  with any other investor
subscribing for Note.

            (i)   Accredited   Investor.   The   Lender   is  an   "accredited
investor" as defined under Regulation D under the Act.

            (j)   Entity  Representations.  The Lender was not  organized  for
the specific  purpose of acquiring  the Note and has total assets in excess of
$5,000,000.

      10. Securities Laws  Restrictions.  The Lender  acknowledges the Note will
not be sold or assigned  unless the Lender shall have obtained (i) an opinion of
counsel satisfactory to the Borrowers that such proposed disposition or transfer
lawfully may be made without the  registration  of such Note pursuant to the Act
and applicable state securities laws, or (ii) such registration.

      11.   Legend on Note.  The Lender  acknowledges  that the Note will each
bear a legend conspicuously endorsed reading substantially as follows:

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                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 8
<PAGE>

      THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
      AMENDED,  OR UNDER THE SECURITIES  LAWS OF ANY STATE.  THIS NOTE THEREFORE
      MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED, PLEDGED, OR OTHERWISE DISTRIBUTED
      FOR  VALUE  IN THE  ABSENCE  OF  (i)  AN  OPINION  OF  COUNSEL  REASONABLY
      ACCEPTABLE TO THE MAKER THAT SUCH SALE,  TRANSFER,  ASSIGNMENT,  PLEDGE OR
      OTHER  DISTRIBUTION  IS  EXEMPT  FROM (OR NOT  OTHERWISE  SUBJECT  TO) THE
      REGISTRATION (OR  QUALIFICATION) AND PROSPECTUS  DELIVERY  REQUIREMENTS OF
      SUCH ACT OR LAWS, OR (ii) SUCH REGISTRATION OR QUALIFICATION.

      12.   Release  of  Lender.   Each  of  the  Borrowers  and   Telenational,
respectively,  on behalf of itself  and its  respective  partners  (limited  and
general) and the officers,  directors,  managers,  partners,  employees, agents,
attorneys,  representatives and affiliates, and respective heirs, successors and
assigns each (collectively, the "Releasing Parties"), hereby release and forever
discharge Lender and its predecessors, successors, assigns, officers, directors,
managers, shareholders,  employees, agents, attorneys,  representatives,  parent
corporations,  subsidiaries  and affiliates  and partners  (limited and general)
(collectively,  the "Released Parties") from, and waive and relinquish,  any and
all  actions,  causes  of  action,  suits,  debts,  controversies,   agreements,
promises, rights, variances,  trespasses, damages, judgments, executions, claims
and demands whatsoever,  in law, equity or otherwise, by reason of, arising from
or in connection  with, or directly or indirectly  attributable to, the Original
Note, the Telenational Documents,  the Collateral,  the Pledged Securities,  the
Loan Documents,  or the administration or enforcement  thereof, the negotiation,
execution,  and delivery of the Loan Documents, or any course of dealing between
any of the Released  Parties and any of the  Releasing  Parties,  in  connection
therewith  from the  beginning  of time  through  the date of  actual  execution
hereof.  It is  expressly  understood  and  agreed  that the  terms  hereof  are
contractual  and that the release  given  hereby  shall not be  construed  as an
admission of liability,  any liability being  expressly  denied on behalf of any
and all Released Parties.

      13. No Release By Lender.  Lender is not  releasing any claims of any kind
or nature in entering into this Agreement, including any claims arising pursuant
to the terms of the Telenational Note, unless specifically set forth herein, and
other than the  release of its  security  interest  in the  Pledged  Securities,
pursuant to the terms hereof.

      14. Claim Preserved.  Neither the execution of the Telenational  Documents
nor the Loan  Documents,  nor the  acceptance  by  Lender  of the  pledge of the
Pledged Securities pursuant to the Telenational Pledge Agreement nor the release
of such pledge of the Pledged  Securities  pursuant to the terms hereof shall be
deemed a waiver  of  rights,  claims  or  causes of action of any kind or nature
which the Lender may have related to the Pledged  Securities  or the  underlying
transaction pursuant to which Telenational acquired the Pledged Securities. This
provision  does not create any rights of action or claims  which Lender does not
otherwise have.

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                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 9
<PAGE>


      15.   Representations  and  Warranties  True  at  the  Closing  Date.  The
representations  and warranties of each party hereto contained in this Agreement
shall be deemed to have been made  again at and as of the  Closing  Date as that
term is defined herein, and shall then be true and correct. At the Closing, each
party shall have  delivered  to all other  parties a  certificate,  signed by an
executive officer and dated the Closing Date, to the foregoing effect.

      16.   Closing.  The  closing  shall take  place in the  offices of Baird
Holm, Woodmen Tower, 1700 Farnam, 16th Floor, Omaha,  Nebraska,  68102 on June
20, 1997 (the "Closing Date") at 1:00 p.m. o'clock Central Standard Time.

      17. Special  Notices to Borrowers.  THIS LOAN IS DUE IN FULL ON JANUARY 1,
1998. AT MATURITY,  YOU MUST PAY THE ENTIRE UNPAID PRINCIPAL BALANCE OF THE LOAN
AND ACCRUED  UNPAID  INTEREST  THEN DUE.  THE LENDER IS UNDER NO  OBLIGATION  TO
REFINANCE THE LOAN AT THAT TIME.  YOU WILL THEREFORE BE REQUIRED TO MAKE PAYMENT
OUT OF OTHER  ASSETS YOU MAY OWN,  OR YOU WILL HAVE TO FIND A LENDER  WILLING TO
LEND THE MONEY AT PREVAILING MARKET RATES, WHICH MAY BE CONSIDERABLY HIGHER THAN
THE INTEREST RATE ON THIS LOAN. IF YOU REFINANCE THIS LOAN AT MATURITY,  YOU MAY
HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN
EVEN IF YOU OBTAIN REFINANCING FROM THE SAME LENDER.

      18.  Costs and  Expenses.  Borrowers  agree to pay all costs and  expenses
incurred by Lender in connection  with the execution  and  consummation  of this
Agreement,  including,  without  limitation,  all  recording  costs of documents
evidencing the  continuation of the lien granted Lender in the  Collateral,  and
the fees and expenses of Lender's  counsel in the sum of  $22,800.00,  which sum
shall be paid on the Closing Date.

      19.   Continued  Effect.  Except  to the  extent  amended  hereby  or in
connection  herewith,  all  terms,  provisions,  and  conditions  of the  Loan
Documents  shall  remain  enforceable  and  binding in  accordance  with their
respective terms.

      20.   Governing Law. The terms and  provisions  hereof shall be governed
by and construed in accordance with the laws of the State of Texas.

      21.   Further  Amendments.  All of the terms and  provisions of the Loan
Documents are hereby amended and modified whereby  necessary,  even though not
specifically  addressed  herein,  so as  to  conform  to  the  amendments  and
modifications set forth herein.

      22. Binding Effect.  This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and each
of the parties hereto hereby  represents,  warrants,  and covenants to the other
that the  persons  executing  this  Agreement  on behalf of such party have full
authority,  power,  and  authorization  to execute such document and to bind its
principal.

      23.   Entire  Agreement.  This  Agreement  supersedes all prior oral and
--------------------------------------------------------------------------------
                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 10
<PAGE>

written  agreements and  understandings  of the parties hereto with respect to
the subject matter hereof.

      24.   Headings.  The  headings of the sections  and  subsections  hereof
are inserted as a matter of  convenience  and for reference only and in no way
define,  limit or describe  the scope of this  Agreement or the meaning of any
provision hereof.

      25. Waivers.  The failure of any party to act to enforce rights  hereunder
shall not be deemed a waiver and shall not  preclude  enforcement  of any rights
hereunder. No waiver of any term or provision of this Agreement on the part of a
party shall be  effective  for any purpose  whatsoever  unless such waiver is in
writing and signed by such party.

      26. Invalid  Provisions.  If any provision of this Agreement is held to be
illegal,  invalid or unenforceable under present or future laws effective during
the terms hereof, such provision shall be fully severable.  This Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable provision
had never  comprised a part hereof,  and the remaining  provisions  hereof shall
remain in full  force and  effect  and shall  not be  affected  by the  illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal,  invalid or  unenforceable  provision there shall be added
automatically  as a part of this  Agreement a  provision  as similar in terms to
such  illegal,  invalid or  unenforceable  provision  as may be possible  and be
legal, valid and enforceable.

      27.  Notices.  Any  request,  demand,  authorization,  direction,  notice,
consent,  waiver,  instruction,  document  or other  communication  provided  or
permitted  by this  Agreement to be made upon,  given or furnished  to, or filed
shall be  sufficient  for every  purpose  hereunder  if in writing  and  mailed,
registered  or  certified  mail,  postage  prepaid or  delivered by facsimile or
telecopier (if confirmed), as follows:

                        If to Telenational, to:

                        Telenational Communications Limited Partnership
                        7300 Woolworth Ave.
                        Omaha, Nebraska 68124
                        Attn:   Bruce Burton

                        With copies to:

                        Baird & Holm
                        Woodman Tower
                        1700 Farnam, 16th Floor
                        Omaha, Nebraska 68102
                        Attn:   Rick Putnam, Esq.

                          If to WorldPort and TCI, to:

--------------------------------------------------------------------------------
                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 11
<PAGE>

                        WorldPort Communications, Inc.
                        9601 Katy Freeway,
                        Suite 200
                        Houston, Texas 77024
                        Attn: John Dalton

                        With copies to:

                        Snell & Wilmer, L.L.P.
                        111 East Broadway
                        Suite 900
                        Salt Lake City, Utah 84111-1004
                        Attn: William C. Gibbs


                        If to Value Partners, to:

                        Value Partners, Ltd.
                        2200 Ross Ave.
                        Suite 4660 W
                        Dallas, Texas 75201-2790
                        Attn: Timothy Ewing

                        With copies to:

                        Bergman, Yonks, Stein & Bird L.L.P.
                        4514 Travis Street
                        Travis Walk, Suite 300
                        Dallas, Texas 75205
                        Attn: Jack R. Bird, Esq.

      28.  Attorney's  Fees.  In the event  attorneys'  fees or other  costs are
incurred to secure performance of any of the obligations herein provided for, or
to establish damages for the breach thereof,  or to obtain any other appropriate
relief,  whether by way of prosecution or defense, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs incurred therein to the
extent allowed by applicable law.

      29.  Further  Assurances.  Each party hereto agrees to execute any and all
documents, and to perform such other acts, whether before or after closing, that
may be  reasonably  necessary  or  expedient  to further  the  purposes  of this
Agreement or to further assure the benefits intended to be conferred hereby.


      30. Binding Effect.  This Agreement shall be binding upon and inure to the

--------------------------------------------------------------------------------
                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 12
<PAGE>

benefit of the respective  heirs,  successors and assigns of the parties hereto,
and each of the parties hereto hereby represents, warrants, and covenants to the
other that the persons  executing  this  Agreement  on behalf of such party have
full authority,  power,  and  authorization to execute such document and to bind
its principal.

      31.   NOTICE OF INVALIDITY OF ORAL AGREEMENTS.  THIS WRITTEN  AGREEMENT,
THE LOAN  DOCUMENTS,  AND ALL EXHIBITS  HERETO  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.

      32.  Usury.  All  agreements  between  Borrowers  and Lender,  whether now
existing or hereafter arising and whether written or oral, are hereby limited so
that in no contingency, whether by reason of demand or acceleration of the Final
Maturity  Date,  as that term is defined in the Note,  or  otherwise,  shall the
interest contracted for, charged,  received, paid or agreed to be paid to Lender
exceed  the  maximum  amount  permissible  under  the laws of the State of Texas
(hereinafter  the  "Applicable  Law").  If,  from any  circumstance  whatsoever,
interest  would  otherwise be payable to Lender in excess of the maximum  amount
permissible  under the Applicable  Law, the interest  payable to Lender shall be
reduced to the maximum amount  permissible under the Applicable Law, and if from
any circumstance  Lender shall ever receive anything of value deemed interest by
the  Applicable  Law in  excess  of the  maximum  amount  permissible  under the
Applicable  Law, an amount equal to the excessive  interest  shall be applied to
the reduction of the principal hereof and not to the payment of interest,  or if
such  excessive  amount of  interest  exceeds  the unpaid  balance of  principal
hereof, such excess shall be refunded to Borrowers.  All interest paid or agreed
to be paid to Lender shall,  to the extent  permitted by the Applicable  Law, be
amortized,  prorated, allocated and spread throughout the full period (including
any renewal or  extension)  until  payment in full of the  principal so that the
interest  hereon  for such full  period  shall not  exceed  the  maximum  amount
permissible  under the Applicable Law. Lender  expressly  disavows any intent to
contract for, charge or receive  interest in an amount which exceeds the maximum
amount permissible under the Applicable Law.

      33.  Counterparts.  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.

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                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 13

<PAGE>


      EXECUTED 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




                                    BORROWERS:

                                    TELENATIONAL COMMUNICATIONS, INC.

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

                                    WORLDPORT COMMUNICATIONS, INC.


                                    By:  /s/John Dlaton
                                         ------------------------------

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

--------------------------------------------------------------------------------
                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 14
<PAGE>


                                    OTHER PARTY:

                                    TELENATIONAL COMMUNICATIONS
                                    LIMITED PARTNERSHIP

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



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

                                    Its: President
                                         -------------------------------











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                                  FIRST AMENDED
                       LOAN MODIFICATION AGREEMENT, PAGE 15