SAGE RESOURCES, INC.
                             10 Exchange Place, #309
                            Salt Lake City, UT 84111



                               September 18, 1996



Dear Shareholders:

                  You are  cordially  invited to attend  the annual and  special
meeting of the  shareholders of Sage Resources,  Inc. (the "Company") to be held
at the corporate  office of the Company  located at 111 E. Broadway,  Suite 900,
Salt Lake City, UT 84111 on September 30, 1996,  at 10:00 a.m.  local time.  The
purpose of the meeting is:

     1.   To approve a change of  domicile  and  reincorporation  of the Company
          from Colorado to Delaware. The change of domicile will be accomplished
          by means of a  reincorporation  merger (the  "Merger")  of the Company
          with and into WorldPort  Communications,  Inc. ("WorldPort"),  a newly
          formed,   wholly  owned  Delaware  subsidiary  of  the  Company.  Upon
          completion of the merger each outstanding share of no par common stock
          of the Company  ("Company  Common  Stock") will be converted  into one
          share of WorldPort common stock,  $.0001 par value ("WorldPort  Common
          Stock").  As a result of the Merger, the existing  shareholders of the
          Company will  automatically  become  shareholders of WorldPort. 

     2.   Toapprove the adoption of the WorldPort Communications, Inc. Long Term
          Incentive Plan for employees and consultants of the Company.

     3.   To elect three directors of the Company to serve until the next Annual
          Meeting of  Shareholders  or until  their  respective  successors  are
          elected and qualified.
   
     The Board of Directors has fixed the close of business on September 9, 1996
as the record date (the "Record  Date") for the  determination  of  shareholders
entitled to notice of and to vote at the  Meeting.  Only holders of Common Stock
at the close of  business  on the Record  Date will be  entitled  to vote at the
Meeting.  The affirmative vote of a majority of the shares represented in person
or by proxy at the Meeting is needed for approval of the proposals. The election
of directors  will be made by a plurality of the votes cast at the meeting.  The
Board of Directors believes the adoption of the above described  proposals is in
the best interest of the Company and its shareholders. Whether or not you expect
to attentd the meeting,  and regardless of the number of shares you own, we urge
you to read the attached proxy statement and to promptly date, sign and mail the
enclosed proxy in the envelope provided.
<PAGE>

                                           Sincerely,



                                           Jonathan Winters
                                           President and Chief Executive Officer


 59842.7
                                        2

<PAGE>



                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

|X|      Filed by the Registrant
|_|      Filed by a Party other than the Registrant

Check the appropriate box:
|_|      Preliminary Proxy Statement
|X|      Definitive Proxy Statement
|_|      Definitive Additional Materials
|_|      Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

                              SAGE RESOURCES, INC.
                (Name of Registrant as Specified in its Charter)

                              SAGE RESOURCES, INC.
                     (Name of Person Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

|X|     $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-6(j)(2).

|_|     $500 per each party to the controversy pursuant to  Exchange  Act Rules
        14a-6(i)(3).

|_|    Fee computed on table below per Exchange Act Rules 14a-6-(i)(4) and 0-11.

        1)       Title of each class of securities to which transaction applies:
                  Not Applicable*

        2)       Aggregate number of securities to which transaction applies:  
                  Not Applicable*
        3)       Per  unit  price  or  other  underlying  value  of  transaction
                  computed pursuant to Exchange Act Rule 0-11:   Not Applicable*

        4)       Proposed maximum aggregate value of transaction: 
                  Not Applicable*
         ---------------
         *       Pursuant to Exchange Act Rule 0-11(c)(1)(ii), no computation of
                  the underlying value of the transaction is required.

|_|      Check box if any part of the fee is offset as provided by Exchange  Act
         Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
         was paid  previously.  Identify  the  previous  filing by  registration
         statement number, or the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:

         2)       Form, Schedule or Registration Statement No.:
         3)       Filing Party:

         4)       Date Filed:


 59842.7
                                        3

<PAGE>



                              SAGE RESOURCES, INC.

              NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
                                       AND
                                 PROXY STATEMENT

                          TO BE HELD SEPTEMBER 30, 1996


To the Shareholders of Sage Resources, Inc.

                  NOTICE IS HEREBY  GIVEN that the annual  and  special  meeting
(the "Meeting") of the Shareholders of Sage Resources, Inc. (the "Company") will
be held at the corporate office of the Company located at 111 E. Broadway, Suite
900 Salt Lake City, UT 84111 on September 30, 1996 at 10:00 a.m.  local time for
the following purposes:

1.   To approve a change of domicile  and  reincorporation  of the Company  from
     Colorado to Delaware.  The change of domicile will be accomplished by means
     of a  reincorporation  merger (the  "Merger")  of the Company with and into
     WorldPort Communications,  Inc. ("WorldPort"), a newly formed, wholly owned
     Delaware  subsidiary  of the Company.  Upon  completion  of the merger each
     outstanding  share of no par common stock of the Company  ("Company  Common
     Stock") will be converted into one share of WorldPort common stock,  $.0001
     par  value  ("WorldPort  Common  Stock").  As a result of the  Merger,  the
     existing shareholders of the Company will automatically become shareholders
     of WorldPort.

2.   To approve the adoption of the  WorldPort  Communications,  Inc.  Long Term
     Incentive Plan for employees and consultants of the Company.

3.   To elect  three  directors  of the  Company to serve  until the next Annual
     Meeting of Shareholders or until their respective successors are elected.

         The Board of Directors  has fixed the close of business on September 9,
1996  as  the  record  date  (the  "Record  Date")  for  the   determination  of
shareholders  entitled to notice of and to vote at the Meeting.  Only holders of
Common  Stock at the close of  business  on the Record  Date will be entitled to
vote  at  the  Meeting.  The  affirmative  vote  of a  majority  of  the  shares
represented  in person or by proxy at the Meeting is needed for  approval of the
proposals.  The election of  directors  will be made by a plurality of the votes
cast at the meeting.  The Board of Directors  believes the adoption of the above
described proposals is in the best interest of the Company and its shareholders.
Whether or not you expect to attend the meeting, and regardless of the number of
shares you own, we urge you to read the attached proxy statement and to promptly
date, sign and mail the enclosed proxy in the envelope provided.


 59842.7
                                        1

<PAGE>



         If the Merger is consummated, shareholders of the Company who object to
the  reincorporation  of the Company in Delaware  will have the right to dissent
and obtain an  appraised  value for their  shares by  complying  with all of the
requirements of the Colorado  Corporation Code, as described in the accompanying
Proxy Statement.

         Please sign,  date,  and return your proxy in the enclosed  envelope so
that your  shares  may be voted at the  meeting.  If the shares are held in more
than one name,  all  holders  of record  must  sign.  If you plan to attend  the
Meeting,  please notify me so that identification can be prepared for you. Thank
you for your interest and consideration.

                                             By Order of the Board of Directors,

                                             LISA VALERIO
                                             Corporate Secretary


THE VOTE OF EACH SHAREHOLDER WILL BE IMPORTANT AT THIS MEETING. YOU ARE URGED TO
COMPLETE  AND  SIGN  THE  ENCLOSED  PROXY  CARD AND  RETURN  IT IN THE  ENCLOSED
POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING.  SUCH ACTION  WILL NOT AFFECT  YOUR RIGHT TO VOTE IN PERSON  SHOULD YOU
CHOOSE TO ATTEND THE MEETING.

Approximate date of mailing to shareholders: September 19, 1996.


 59842.7
                                        2

<PAGE>



                              SAGE RESOURCES, INC.
                             10 Exchange Place, #309
                            Salt Lake City, UT 84111


                                 PROXY STATEMENT


                   ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

                          To Be Held September 30, 1996



         This Proxy Statement is furnished in connection  with the  solicitation
of  Proxies  by the Board of  Directors  of Sage  Resources,  Inc.,  a  Colorado
corporation  (the  "Company")  to be voted at the annual and special  meeting of
Shareholders to be held on September 30, 1996, and any adjournment  thereof (the
"Meeting").  The Meeting will be held at 111 E.  Broadway,  Suite 900, Salt Lake
City, UT 84111, at 10:00 A.M.,  local time.  Solicitations  will be made by mail
(beginning approximately September 19, 1996) and expenses in connection with the
solicitation will be borne by the Company.  At the Meeting the shareholders will
vote upon the following:

1.   A  proposal  to approve a change of  domicile  and  reincorporation  of the
     Company  from  Colorado  to  Delaware.  The  change  of  domicile  will  be
     accomplished  by means of a  reincorporation  merger (the  "Merger") of the
     Company with and into WorldPort Communications, Inc. ("WorldPort"), a newly
     formed, wholly owned Delaware subsidiary of the Company. Upon completion of
     the merger  each  outstanding  share of no par common  stock of the Company
     ("Company  Common  Stock")  will be  converted  into one share of WorldPort
     common stock,  $.0001 par value ("WorldPort Common Stock").  As a result of
     the Merger,  the existing  shareholders  of the Company will  automatically
     become shareholders of WorldPort.

2.   A proposal to approve the adoption of the  WorldPort  Communications,  Inc.
     Long Term Incentive Plan (the "LTI Plan") for employees and  consultants of
     the Company.

3.   A proposal to elect three  directors of the Company to serve until the next
     Annual Meeting of  Shareholders  or until their  respective  successors are
     elected and qualified.


 59842.7
                                        1

<PAGE>





                                VOTING OF PROXIES

         When the enclosed proxy is executed  properly and returned,  the shares
it represents  will be voted at the Meeting and at any  adjournments  thereof in
accordance  with the  instructions  indicated by the  shareholder  executing the
proxy,  unless it is earlier  revoked.  If no directions  are given on the proxy
with respect to any particular  matter to be acted upon at the Meeting or at any
adjournments  thereof, the shares represented by the proxy will be voted FOR the
described proposals and FOR the persons named below as management's nominees for
directors of the Company. Any shareholder executing and delivering the proxy has
the right,  at any time before the authority  granted  thereby is exercised,  to
revoke it by the  execution of another  proxy bearing a later date or by written
notification  to the Secretary of the Company.  Shareholders  who are present in
person at the  Meeting  may revoke  their  proxies and vote in person if they so
desire.  All  determinations as to the proper execution and delivery of proxies,
or as to the validity of proxies, shall be made by the Board of Directors.

         All of the expenses involved in preparing,  assembling and mailing this
Proxy Statement and the materials  enclosed herewith and all costs of soliciting
proxies  will be paid by the  Company.  Employees  of the  Company  may  solicit
proxies by further  mailing,  by telephone,  facsimile  machine,  or by personal
conversation.  No special  compensation  will be paid to such  persons for these
tasks.

         The Company may reimburse brokerage firms, other custodians,  nominees,
fiduciaries   and  others  for  their   out-of-pocket   expenses  in  forwarding
solicitation material to the beneficial owners of the stock entitled to be voted
at the meeting.

                                  REQUIRED VOTE

         The  Company's  Board  of  Directors  has set the  close  of  business,
September  9, 1996,  as the Record Date for the  determination  of  shareholders
entitled to notice of and to vote at the Meeting.  On  September 9, 1996,  there
were 4,060,000 shares of the Company Common Stock issued and  outstanding,  each
of which  entitles the holder  thereof to one vote on all matters which may come
before the Meeting.

         The  Company's  By-Laws  provide  that the holders of a majority of the
issued and outstanding  shares of the Company  entitled to vote,  represented in
person  or by  proxy,  constitute  a quorum at any  shareholders'  meeting.  The
affirmative  vote of a majority of the shares  represented in person or by proxy
at the  Meeting  is needed for  approval  of the  proposals.  All  elections  of
directors  will be decided by a  plurality  of the votes cast at the  meeting in
respect  thereof.  If no voting  direction is  indicated on the Proxy Card,  the
shares will be  considered  votes FOR the  presented  proposals and FOR election
of the named nominees for director. 


 59842.7
                                        2

<PAGE>





                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

The following  table sets forth as of September 9, 1996, the stock  ownership of
each person known by the Company to be the  beneficial  owner of five percent or
more of the Company  Common Stock,  each  executive  officer and director,  each
nominee for director and all directors and executive  officers of the Company as
a group.
<TABLE>
<CAPTION>

                                                                                             PERCENTAGE OF
NAME AND ADDRESS OF                               NUMBER OF SHARES(1)                     OUTSTANDING SHARES
BENEFICIAL OWNER                                  BENEFICIALLY OWNED                      OF COMMON STOCK IN
<CAPTION>
<S>                                                     <C>                                     <C>   
Dulac Consultants Ltd.                                  500,000                                 12.32%
c/o The Africa House Group
Africa House, Box 15
Douglas, Isle of Man lM99lAW

Le Chevalier Noir Ltd.                                  500,000                                 12.32%
c/o The Africa House Group
Africa House, Box 15
Douglas, Isle of Man lM99lAW

Phillip S. Magiera                                      500,000                                 12.32%
1 Colonial Road
Dover, MA 02030

Maroon Bells Capital Partners, Inc.(2)                 1,000,000                                24.64%
101 North Waukegan, Suite 930
Lake Bluff, IL 60044

Paul A. Moore                                           500,000                                 12.32%
101 North Waukegan, Suite 930
Lake Bluff, IL 60044

Redfirn Pacific Inc. (BVI) Corp.                        500,000                                 12.32%
Via Cantonale 16
Casella Postale 2820
CH-6901 Lugano Switzerland

Theodore H. Swindells                                   500,000                                 12.32%
100 California Street, Suite 1400
San Francisco, CA  94111

Jonathan Winters                                           0                                       0
10 Exchange Place #309
Salt Lake City, UT  84111

Lisa Valerio                                               0                                       0
10 Exchange Place #309
Salt Lake City, UT  84111

Mike Labertew                                              0                                       0
10 Exchange Place #309
Salt Lake City, UT  84111



 59842.7
                                        3

<PAGE>




Jonathan Y. Hicks(2)                                       0                                       0
101 Waukegan, Suite 930
Lake Bluff, IL  60044

Edward P. Mooney(2)                                        0                                       0
100 California Street, Suite 1400
San Francisco, CA  94111

Daniel P. McGinnis(2)                                      0                                       0
14403 Fair Knoll Way
Houston, TX  77062


Total Officers and Directors as a Group (3                 0                                       0
persons)
</TABLE>

-------------------------

(1)  Except as otherwise  indicated  each person has sole voting and  investment
     power with respect to the shares shown

(2)  Nominee director,  Edward Mooney and Jonathan Hicks are employees of Maroon
     Bells Capital Partners, Inc.



 59842.7
                                        4

<PAGE>



                                   PROPOSAL 1

                     CHANGE OF DOMICILE AND REINCORPORATION
                                 OF THE COMPANY
                            FROM COLORADO TO DELAWARE

         On September 19, 1996 the Board of Directors of the Company  approved a
proposal  to change  the  Company's  state of  incorporation  from  Colorado  to
Delaware and to submit such proposal to the Company's shareholders.  This change
of domicile of the Company will be  accomplished  by means of a  reincorporation
merger (the  "Merger"  or the  "Reincorporation")  of the Company  with and into
WorldPort  Communications,  Inc.  ("WorldPort"),  a newly  formed,  wholly owned
Delaware  subsidiary of the Company  formed solely for this purpose.  As part of
this transaction,  the Company will change its name to WorldPort Communications,
Inc. A copy of the Agreement and Plan of Merger (the "Merger Agreement") between
the Company and WorldPort is attached hereto as Exhibit A.

         Upon completion of the Merger on October 1, 1996 (the "Effective Time")
each  outstanding  share of no par common stock of the Company  ("Company Common
Stock") will be converted into one share of WorldPort  common stock,  $.0001 par
value  ("WorldPort  Common  Stock").  As a result of the  Merger,  the  existing
shareholders of the Company will automatically become shareholders of WorldPort.
The Merger  Agreement  provides that the Merger may be abandoned by the Board of
Directors of the Company at any time prior to the  Effective  Time. In addition,
the Merger  Agreement  may be amended  prior to the  Effective  Time;  provided,
however,  that the Merger  Agreement may not be amended if such amendment  would
(i)  alter  or  change  the  amount  or kind of  shares  to be  received  by the
shareholders in the Merger,  (ii) alter or change any term of the Certificate of
Incorporation of WorldPort,  or (iii) effect any alteration or change that would
adversely affect the shareholders.

         The  affirmative  vote of the  holders  of at least a  majority  of all
shares represented in person or by proxy at the Meeting will be required for the
adoption  of the  Merger.  The  Merger  Agreement  provides  that  the  Board of
Directors has the right to terminate the Merger Agreement and abandon the Merger
for any reason, notwithstanding shareholder approval.

         WorldPort  will be governed by the Delaware  Business  Corporation  Act
("Delaware Law") and by a new Certificate of Incorporation and new Bylaws, which
will replace the Company's current Articles of Incorporation  and Bylaws.  These
changes  may alter the rights of  shareholders  of the  Company.  (See  "Charter
Documents  Governing the Company and  WorldPort"  and "Certain  Differences  and
Similarities  Between  the  Corporate  Law  of  Colorado  and  Delaware").   The
Certificate  of  Incorporation  and Bylaws of WorldPort  are attached  hereto as
Exhibit B and C  respectively.  The rights of any shareholder of the Company who
dissent are described below under "Rights of Dissenting Shareholders."



 59842.7
                                        5

<PAGE>



         As a result of the Merger,  the existence of the Company will cease and
WorldPort will succeed to all business,  properties,  assets and  liabilities of
the Company.  The Merger will not result in any material change to the Company's
business,  management,  assets,  liabilities  or net  worth.  The  officers  and
directors  of the Company at the  Effective  Time of the  Merger,  will serve in
their  respective  capacities  as officers  and  directors of  WorldPort.  Stock
certificates  of the  Company  will be deemed to  represent  the same  number of
shares of  WorldPort  as were  represented  by such  stock  certificates  of the
Company immediately prior to the Merger, however, shareholders are encouraged to
exchange their stock  certificates in the Company for new stock  certificates of
WorldPort. The exchange can be accomplished by sending the stock certificates of
the Company to the  Company's  transfer  agent  American  Securities  Transfer &
Trust, Inc.,  located at 1825 Lawrence Street,  Suite 444, Denver, CO 80202-1817
along with a letter of instruction requesting the exchange. Delivery of existing
stock  certificates  representing  Company  Common Stock will  constitute  "good
delivery" of shares of WorldPort Common Stock in transactions  subsequent to the
Merger.

         Pursuant to the terms of the Merger Agreement,  each option to purchase
Company Common Stock outstanding  immediately prior to the Effective Time of the
Merger will become an option to purchase WorldPort Common Stock,  subject to the
same terms and  conditions as set forth in the  applicable  option plan or other
agreement pursuant to which such option was granted.  All other employee benefit
plans and other agreements and  arrangements  with the Company will be continued
by WorldPort upon the same terms and subject to the same  conditions,  including
the LTI Plan,  described  herein at  Proposal  2,  subject  to  approval  of the
shareholders.

Reasons for Change of Domicile

         The  change of  domicile  to  Delaware  will  allow the  Company  to be
governed by Delaware's  comprehensive  and flexible  corporation  law,  which is
periodically  updated  and revised to meet  changing  business  needs.  Delaware
courts have developed  considerable  expertise in dealing with corporate  issues
and have generated a substantial  body of case law  construing  Delaware Law and
establishing public policies with respect to Delaware corporations. As a result,
in Delaware,  there is a much greater  predictability  with respect to corporate
legal affairs. Consequently, many corporations throughout the United States have
initially chosen Delaware or have  subsequently  reincorporated in Delaware in a
manner similar to the Company's proposed Reincorporation. The Board of Directors
of the Company believes the flexibility and predictability  provided by Delaware
Law and the Delaware courts is not currently available under Colorado Law.

         For these reasons,  the Company believes that the Merger is in the best
interests  of  the  Company  and  its   shareholders.   Following   the  Merger,
shareholders  may,  in some  instances,  have fewer  rights and  therefore  less
protection than under Colorado Law. See "Charter Documents Governing the Company
and WorldPort,"  "Certain Differences and Similarities Between the Corporate Law
of Colorado and Delaware" and "Anti-takeover Legislation."



 59842.7
                                        6

<PAGE>
Change of Name

         As part of the Merger,  the  Company's  name will be changed to that of
its subsidiary -- WorldPort Communications,  Inc. The reason for the name change
is to provide the Company with a name that more fully  describes  the  Company's
proposed activities in the international telecommunications industry.

Charter Documents Governing the Company and WorldPort

         The internal affairs of WorldPort,  as the surviving  corporation after
the Merger,  will be governed by its Certificate of  Incorporation  and By-Laws,
which are attached  hereto as Exhibit B and C,  respectively.  All  descriptions
herein concerning such documents are qualified in their entirety by reference to
such documents.

         The Articles of  Incorporation  of the Company and the  Certificate  of
Incorporation  of WorldPort  differ in that WorldPort will have the authority to
issue only  75,000,000  shares,  consisting of  65,000,000  shares of $.0001 par
value common stock and 10,000,000 shares of $.0001 par value preferred stock; as
opposed to the 760,000,000  shares,  consisting of 750,000,000  shares of common
stock,  no par value,  and 10,000,000  shares of preferred  stock, no par value,
which the Company is authorized to issue.  The Board of Directors  believes such
action  to be  in  the  best  interest  of  the  Company  because  the  original
760,000,000 shares are not expected to be required in the foreseeable future and
WorldPort's  future  franchise  tax in  Delaware  will be lower if it has  fewer
shares of authorized capital stock.

         The Company's  Articles of  Incorporation  provide that preferred stock
may be issued in one or more series  with such  preferences,  voting,  dividend,
liquidation,  redemption and conversion rights, designations and other terms and
conditions  as the Board of Directors of the Company may  determine.  Thus,  the
Board of Directors  of the  Company,  without  shareholder  approval,  may issue
preferred  stock with voting and conversion  rights that could affect the voting
power of holders of Company Common Stock.  As of September  1996,  there were no
shares of preferred  stock of the Company  issued and  outstanding.  WorldPort's
Certificate of Incorporation and Bylaws contain similar provisions  allowing its
Board of Directors  to  establish  the terms of any series or class of preferred
stock the Board decides to issue.

Certain  Differences and Similarities  Between the Corporate Law of Colorado and
Delaware.

         There are a number of  significant  differences  between the applicable
corporate  laws of the States of Colorado and Delaware.  Although no attempt has
been made to summarize all  differences  in the  corporate  laws of such states,
management  believes  the  following  to be a fair  summary  of the  significant
differences in the corporation laws of the States of Colorado and Delaware which
could affect the Company's shareholders.

         
 59842.7
                                        7

<PAGE>
         Preemptive Rights


                  Under Colorado  corporation laws,  shareholders of the Company
         are permitted to have  preemptive  rights to purchase new shares unless
         prohibited in the Articles of Incorporation;  the Company's Articles of
         Incorporation prohibit such rights. Under Delaware Law, shareholders do
         not have such  preemptive  rights unless there is a specific  provision
         granting  such  rights  in  the  Certificate  of   Incorporation.   The
         Certificate  of  Incorporation  of  WorldPort  does not contain  such a
         provision.  Accordingly,  the Reincorporation will not have a practical
         impact on the  preemptive  rights of  shareholders.  Management  of the
         Company believes that not providing for mandatory  preemptive rights in
         the  Certificate of  Incorporation  of WorldPort is desirable to afford
         greater  flexibility in possible future  financing.  Although the Board
         has no  present  plans  for any  financing  which  would  give  rise to
         preemptive rights, satisfaction of such rights would probably represent
         an undesirable impediment to the use of such financing.

         Examination of Books and Records

                  Under  Colorado  corporation  law,  a person  must have been a
         shareholder  for at least three (3) months,  or be the holder of record
         of at least  five  percent  of all  outstanding  shares of any class of
         stock of a corporation to examine certain  records of the  corporation,
         including  the minutes of meetings of the board of directors  and board
         committees,  accounting records and shareholder records. Under Delaware
         Law, any shareholder with a proper purpose may demand inspection of the
         records of the corporation.

         Dividends

                  Under  Delaware  Law, a  corporation  may pay dividends to its
         shareholders  either  out of  surplus  (net  assets in excess of stated
         capital),  or in case there is no  surplus,  out of net profits for the
         then current  fiscal year and the preceding  fiscal year,  with certain
         limitations.  Under Colorado corporation law, dividends may be paid out
         of  net  assets   available   after   providing  for   satisfaction  of
         preferential  rights of  shareholders  whose  preferential  rights  are
         superior to those receiving the dividend.

         Votes of Shareholders

                  Colorado  corporation law provides that the vote of a majority
         of the  outstanding  shares  entitled  to vote is required to amend the
         corporate  charter,  to dissolve a  corporation,  to effect a merger or
         consolidation,  or to sell, lease or exchange all or substantially  all
         of the corporation's  assets.  Both Delaware Law and the Certificate of
         Incorporation  of WorldPort have  substantially  similar  requirements.
         Under  both  Colorado  and  Delaware  laws,  action  by  the  Board  of
         Directors,  as well as the  shareholders,  is  required  to  amend  the
         corporate charter,  effect a merger or consolidation or the sale, lease
         or exchange of its assets.  Accordingly,  the Reincorporation  will not
         have a  practical  impact  on the  vote of  shareholders  necessary  to
         approve significant corporate transactions.


 59842.7
                                        8

<PAGE>



         Cumulative Voting

                  Delaware  Law  permits a  corporation  to  provide  cumulative
         voting by  including a provision to that effect in its  Certificate  of
         Incorporation.  The Certificate of  Incorporation of WorldPort will not
         have  a  provision   permitting   cumulative  voting.   Under  Colorado
         corporation law,  shareholders have cumulative voting unless prohibited
         in the Articles of Incorporation.  The Articles of Incorporation of the
         Company  currently  prohibit   cumulative  voting;   accordingly,   the
         Reincorporation  will not have a  practical  impact  on such  rights of
         shareholders.

         Action by Written Consent Without a Meeting

                  Under Colorado  corporation law,  shareholders may take action
         without  meetings  by  unanimous  written  consent of the  shareholders
         entitled to vote.  Under  Delaware  Law,  shareholders  may take action
         without   meetings  by  written   consent  signed  by  the  holders  of
         outstanding stock having not less than the minimum number of votes that
         would be  necessary  to  authorize  or take such action at a meeting at
         which all shares entitled to vote thereon were present and voted.

         Anti-takeover Legislation

                  Delaware  has  enacted a statute  which  prevents a  "business
         combination"  between  an  "interested   shareholder"  and  a  Delaware
         corporation for a period of three years after such  shareholder  became
         an interested shareholder,  unless certain conditions are met. Colorado
         corporation  law does not contain a parallel  provision.  The  Delaware
         statute defines a business  combination as any merger or consolidation,
         any sale,  lease,  exchange or other disposition of ten percent or more
         of a  corporation's  assets,  or any  transaction  (subject  to certain
         exceptions)  which results in the transfer of stock of a corporation to
         the interested shareholder,  increases such shareholder's proportionate
         ownership  of a  corporation's  stock  or  results  in such  interested
         shareholder receiving the benefit of any loans,  advances,  guarantees,
         pledges  or  other  financial  benefits  provided  by  or  through  the
         corporation.  The Delaware statute defines an interested shareholder as
         (subject to certain  exceptions) any person who is the owner of fifteen
         percent or more of the outstanding voting stock of the corporation or a
         person who is an affiliate or associate of the  corporation  who became
         the owner of fifteen percent or more of the outstanding voting stock of
         the corporation within the three-year period prior to the date on which
         it is sought to determine  whether such  shareholder is  interested.  A
         business combination is exempt from the effect of the statute if, among
         other  things,  either  (i)  prior to the date the  shareholder  became
         interested,  the  board  of  directors  approved  either  the  business
         combination  or  the  transaction  that  resulted  in  the  shareholder
         becoming  interested,  (ii) upon  consummation of the transaction  that
         resulted in the shareholder becoming interested, such shareholder owned
         at  least  eighty-five  percent  of  the  corporation's   voting  stock
         outstanding  at  the  time  the  transaction  commenced,  or  (iii)  on


 59842.7
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<PAGE>



         or after the date the  shareholder  becomes  interested,  the  business
         combination  is approved by the board of directors and authorized at an
         annual or special meeting of shareholders by the affirmative vote of at
         least  two-thirds  of the  outstanding  voting  stock  not owned by the
         interested shareholder.

                  The anti-takeover statute provides that a Delaware corporation
         may elect in its Certificate of Incorporation not to be governed by the
         statute. The Certificate of Incorporation of WorldPort does not include
         such a provision.

                  The effect of the  Reincorporation  in Delaware which subjects
         the Company to the  anti-takeover  statute will make it more  difficult
         for a person who seeks to acquire control of the Company or to effect a
         business combination with the Company, such as a tender offer, to do so
         without  management's  approval,  thereby  making it more  difficult to
         remove  existing  Company  management.   The  Delaware  statute  could,
         therefore,  potentially have an adverse impact on shareholders who wish
         to  participate  in any such tender  offer or other  transactions  even
         where  such   transaction   may  be  favorable  to  the   interests  of
         shareholders.

                  The  Reincorporation  could  have the  effect of  discouraging
         hostile tender offers,  proxy contests or other transactions by forcing
         potential  acquirers  to  negotiate  with  incumbent  management.   The
         disadvantages  to  shareholders  of  the  Reincorporation  in  Delaware
         include the reduction of the  likelihood of a hostile tender offer at a
         premium over market price.  The  Reincorporation  will have a practical
         effect on  shareholders  by making it more difficult to remove existing
         management without such management's approval.


         Indemnification of Directors and Officers

                  A significant effect of the Reincorporation will be to broaden
         the indemnification protection give to directors and officers. Delaware
         Law   permits   corporations   to  adopt   much   broader   rights   of
         indemnification  for management  than does  Colorado.  In recent years,
         many corporations  have found it increasingly  difficult to attract and
         retain qualified directors and senior management,  due to the increased
         risks of  lawsuits  and  related  liability.  At the same time,  it has
         become  increasingly   difficult  and  expensive  to  obtain  insurance
         protecting  directors and officers from such liabilities.  As a result,
         many corporations are utilizing expanded rights of indemnification as a
         means to attract,  retain and protect directors and senior  management.
         WorldPort may also enter into separate indemnification  agreements with
         management in the future.

                  Both the  Colorado  and  Delaware  laws makes  indemnification
         available  to   directors,   officers,   employees   and  agents  of  a
         corporation.  In addition,  both  Colorado  and Delaware  laws permit a
         corporation  to  provide  by  agreement,   by-law  provision,  vote  of
         shareholders   or   disinterested    directors   or   otherwise,    for
         indemnification     of      certain      parties      not     otherwise
 

 59842.7
                                       10

<PAGE>



         provided by statute.  Under Colorado law, expenses can be advanced to a
         director,  officer or employee only upon, among other things, a written
         affirmation of such person's good faith belief that such person has met
         the applicable  standard of conduct for  indemnification.  Delaware Law
         contains no such requirements.  Colorado Law requires that shareholders
         be given  notice of the  payment  of  indemnification  if such  payment
         arises out of a proceeding by or in the right of the  corporation,  and
         Colorado  Law limits  such  payments  to expenses  only.  Delaware  Law
         contains  no  such  requirements  and  the  By-Laws  of  Worldport,  as
         permitted by Delaware Law, provide  indemnification in derivative suits
         for fines,  judgments and amounts paid in  settlement.  Under  Colorado
         law, a director who is adjudged  liable to the corporation for deriving
         an improper  personal  benefit can only be reimbursed  for expenses and
         only upon a determination of a court that indemnification is proper. In
         Delaware,  such a director can also be indemnified for fines, judgments
         and  amounts  paid  in  settlement  and a  court  determination  is not
         necessary.

                  The  Certificate  of  Incorporation  and By-Laws of  Worldport
         contain broad  indemnification  provisions which (i) obligate Worldport
         to indemnify any of its officers, directors, employees or agent for all
         expenses  (including  legal  fees) and  liabilities  (including  fines,
         judgments and amounts paid in settlement)  incurred in connection  with
         any  pending  or  completed  suit,  action  or  proceeding,   including
         derivative suits;  provided,  however,  that such person is entitled to
         indemnification only if such person acted in good faith and in a manner
         such  person  reasonably  believed  to be in or not opposed to the best
         interest  of  Worldport,  and with  respect to any  criminal  action or
         proceeding,  had no reasonable  cause to believe such person's  conduct
         was unlawful;  (ii) provides for indemnification  rights for as long as
         any such person  shall be subject to any possible  claim or  threatened
         suit or  proceeding  by reason of the fact that such person was or is a
         director,  officer,  employee  or agent of  Worldport;  (iii)  requires
         Worldport to advance expenses to any person entitled to indemnification
         provided that such person undertakes to repay the amount advanced if it
         is  ultimately   determined   that  such  person  is  not  entitled  to
         indemnification;   (iv)  provides  for  the  determination  of  whether
         indemnification is proper because the requisite standard of conduct has
         been met to be made by a  majority  vote of a quorum of  directors  who
         were not parties to such action, suit or proceeding,  or by independent
         legal counsel or by the  shareholders  of  Worldport;  and (v) provides
         that such charter and by-law  provisions  shall not be deemed exclusive
         of  any  other  rights  to  which  those  seeking   indemnification  or
         advancement of expenses may legally be entitled.  The Company  Articles
         of Incorporation provide the same indemnification as is permitted under
         the Colorado  corporate law in effect at the time of the conduct by the
         person.

                  To the knowledge of management of the Company,  no actions are
         pending or  threatened  which would affect in any way the rights of any
         person entitled to indemnification,  whether under Colorado or Delaware
         law.

         
 59842.7
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<PAGE>
         Dissolution


                  Under Colorado  corporation  law, the Company can  voluntarily
         dissolve  upon its board of  directors  adopting a  resolution  setting
         forth a proposal to dissolve  which  proposal is approved by a majority
         of the  shareholders  entitled to vote thereon.  Under  Delaware Law, a
         corporation  can  voluntarily  dissolve if its board of directors and a
         majority  of the  shareholders  entitled  to vote  thereon  approve the
         dissolution,  or without  approval of the board of directors if all the
         shareholders entitled to vote approve the dissolution.

         Liability of Directors

                  Under Delaware Law, directors are jointly and severally liable
         to a  corporation  for willful or  negligent  violations  of  statutory
         provisions  relating to the purchase or redemption  of a  corporation's
         own shares or the payment of  dividends,  for a period of six (6) years
         from the date of such unlawful act. Directors who were either absent or
         dissented from the taking of such action may exonerate  themselves from
         liability by causing their  dissent to be entered in the  corporation's
         minutes  at the time  the same was  done,  or  immediately  after  such
         directors have notice of the same.  Under  Colorado law,  directors are
         jointly and  severally  liable to the  corporation  if they vote for or
         assent to acts  which  violate  statutory  provisions  relating  to the
         purchase of a corporation's own shares,  the payment of dividends,  the
         distribution  of assets in liquidation or any loans or guarantees  made
         to a director, until the repayment thereof.

         Rights of Dissenting Shareholders

                  Shareholders  of the  Company  are  presently  entitled  under
         Colorado  corporation  law to receive  payment for their shares if they
         dissent from certain corporate actions such as mergers,  consolidations
         or sales of all or  substantially  all of the Company's  assets.  Under
         Delaware Law, there is no such right to receive payment for shares in a
         sale of  assets  and there is no such  right to  receive  payment  in a
         merger  or   consolidation   if  the  common  stock  of  the  surviving
         corporation  in the  merger or  consolidation  is listed on a  national
         securities  exchange or held of record by 2,000 or more persons and the
         only  consideration  that the  shareholders  receive  in the  merger or
         consolidation is stock of the corporation  resulting from the merger or
         consolidation  or  stock  of  a  listed  company  with  2,000  or  more
         shareholders and cash in lieu of fractional shares.

         Right of Dissenting Shareholders to Receive Payment for Shares

                  The  following is a summary of appraisal  rights  available to
         shareholders  of the  Company,  which  summary is not  intended to be a
         complete  statement of the  applicable  Colorado law. For more detailed
         information  with respect to such  appraisal  rights see Article 113 of
         the  Colorado  Business  Corporation  Act, set forth in its entirety as
         Exhibit D hereto.



 59842.7
                                       12

<PAGE>



                  Any  shareholder  of the Company  wishing to dissent  from the
         Merger and obtain cash payment for such shareholder's  shares must file
         with the Company,  prior to the vote on the Merger, a written notice of
         such  shareholder's  intention to demand that such  shareholder be paid
         fair  compensation  for  such  shareholder  shares  if  the  Merger  is
         effectuated and must refrain from voting such  shareholder's  shares in
         approval of the Merger.

                  If the Merger is approved by the required vote at the meeting,
         the Company  will mail within ten (10) days after the  consummation  of
         the  Merger a  notice  to all  shareholders  who  gave  due  notice  of
         intention to demand  payment and who refrained  from voting,  providing
         instructions  as  to  how  to  obtain  payment  for  their  shares.   A
         shareholder  who  fails to  demand  payment  or fails to  deposit  such
         shareholder's  certificate  for  payment  within  thirty  (30)  days of
         mailing  of such  notice by the  Company  will have no right to receive
         payment for such shareholder's  shares but will retain all other rights
         of a  shareholder  of the  Company  and will  become a  shareholder  of
         WorldPort on the consummation of the Merger.

                  Immediately upon effectuation of the Merger or upon receipt of
         demand for  payment,  if the Merger has already been  effectuated,  the
         Company  will  remit (the  "Remittance")  to a  dissenter  who has made
         demand and who has deposited such dissenter's certificates,  the amount
         the Company  estimates to be the fair value of the dissenter's  shares,
         with accrued  interest,  if any. The Remittance  will be accompanied by
         certain financial  information of the Company and a statement regarding
         the Company's estimate of the fair value of the shares, together with a
         notice of the dissenter's rights to demand  supplemental  payment and a
         copy of the appraisal  provisions of the Colorado Business  Corporation
         Act.

                  If the  Company  fails to remit  payment  for the  dissenter's
         shares as  required  by the  preceding  paragraph  or if the  dissenter
         believes  that the amount  remitted is less than the fair value of such
         dissenter's  shares or that the interest is not  correctly  determined,
         such dissenter  may,  within thirty (30) days after the date of mailing
         of the Remittance, mail to the Company such dissenter's own estimate of
         the value of the shares or of the  interest  and demand  payment of the
         deficiency.  If such dissenter  fails to do so, such dissenter shall be
         entitled to no more than the Remittance.

                  If the Company's calculation and the dissenting  shareholder's
         calculation of fair value of the shares remains unsettled,  the Company
         shall  file in an  appropriate  court,  within  sixty  (60) days of the
         dissenting  shareholder's  request for payment,  a petition  requesting
         that the fair value of the shares and interest thereon be determined by
         the  court.  Dissenters  who have not  settled  their  demands  will be
         entitled to  participate  in such  proceeding.  If the Company fails to
         file a petition as provided in this  paragraph,  each dissenter who has
         made a demand and who has not already  settled such  dissenter's  claim
         against the Company shall be paid by the Company the amount demanded by
         such dissenter with interest.

     
 59842.7
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<PAGE>
         Federal Income Tax Consequences


                  Under current  Federal income tax law, the Company,  Worldport
         and the shareholders of the Company who do not exercise their rights as
         dissenting  shareholders  pursuant to Section 7-113-102 of the Colorado
         Business Corporation Act will not, by reason of the Merger, realize any
         gain or loss which will be recognized  for Federal income tax purposes.
         With respect to each dissenting  shareholder's  shares of Common Stock,
         immediately  after the  Merger  (i) the tax basis of such  shares  will
         equal the tax basis of such shareholder's shares immediately before the
         Merger and (ii) the holding  period for such  shares  will  include the
         shareholder's holding period for the shares before the Merger. Any gain
         or loss  realized by  shareholders  of the Company who  exercise  their
         rights to appraisal will be recognized for Federal income tax purposes.
         Generally, such recognized gain or loss will be equal to the difference
         between a shareholder's tax basis in such shareholder's  shares and the
         amount  such  shareholder  receives  for  such  shareholder's   shares.
         However,  if a dissenting  shareholder  continues to own an interest in
         Worldport,  directly  or  indirectly,  after the Merger then the amount
         received  upon  exercise  of  appraisal  rights  might  be  taxed  as a
         dividend.

         Recommendation of the Board of Directors

                  The  Board  of  Directors  unanimously   recommends  that  the
         shareholders  vote in favor of the Merger  since it  believes  that the
         changes  resulting from the Merger will be in the best interests of the
         Company and its shareholders.

     THE BOARD OF  DIRECTORS  RECOMMENDS A VOTE "FOR" THE CHANGE OF DOMICILE AND
REINCORPORATION OF THE COMPANY FROM COLORADO TO DELAWARE.


 59842.7
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<PAGE>



                                   PROPOSAL 2

                            LONG-TERM INCENTIVE PLAN

         The Board of Directors of the Company has approved and  recommended the
approval and adoption by the shareholders of the Long-Term Incentive Plan, to be
known as the  WorldPort  Long- Term  Incentive  Plan,  for key  employees of the
Company and any subsidiary and consultants providing services to the Company and
any subsidiary  (the "LTI Plan").  The LTI Plan  authorizes  grants of Incentive
Stock  Options   ("ISOs"),   Non-qualified   Stock  Options   ("NQSOs"),   Stock
Appreciation Rights ("SARs"), Restricted Stock, Performance Shares, and Dividend
Equivalents.  The total number of shares of Company  Common Stock  available for
awards under the LTI Plan is 2,000,000.

         The Board  believes that the use of long-term  incentives as authorized
under the LTI Plan is  beneficial  to the  Company as a means of  promoting  the
success and enhancing the value of the Company by linking the personal interests
of its key  employees  and  consultants  to  those  of its  shareholders  and by
providing them with an incentive for outstanding  performance.  These incentives
also  provide the Company  flexibility  in its ability to attract and retain the
services of  employees  and  contractors  upon whose  judgement,  interest,  and
special effort the successful  conduct of operations is largely  dependent.  The
LTI Plan  will  become  effective  on the  date of  shareholders  approval.  The
following  summary of the LTI Plan is  qualified in its entirety by reference to
the LTI Plan, a copy of which is attached as Exhibit E.

         The LTI Plan  will be  administered  by a  committee  appointed  by the
Board.  This committee  will have the exclusive  authority to administer the LTI
Plan,  including  the  power to  determine  eligibility,  the types and sizes of
awards,  and the  price  and  timing  of  awards.  As of the date of this  Proxy
Statement,  no  determination  has yet been made  regarding  the  allocation  of
benefits under the LTI Plan, or the exercise  prices,  expiration dates or other
material conditions of options issuable under the LTI Plan.

Description of Available Awards

Incentive Stock Options

         An ISO is a stock option that satisfies the  requirements  specified in
Section 422 of the Internal Revenue Code (the "Code").  Under the Code, ISOs may
only be granted to  employees.  In order for an option to qualify as an ISO, the
price  payable to exercise the option must equal or exceed the fair market value
of the stock at the date of the grant,  the  option  must lapse no later than 10
years from the date of the grant,  and the stock  subject to ISOs that are first
exercisable  by an employee in any  calendar  year must not have a value of more
than $100,000 as of the date of grant.  Certain  other requirements must also be
met.


 59842.7
                                       15

<PAGE>



         An optionee will not be treated as receiving taxable income upon either
the grant of an ISO or upon the  exercise  of an ISO.  However,  the  difference
between the  exercise  price and the fair  market  value on the date of exercise
will  be an item of tax  preference  at the  time  of  exercise  in  determining
liability  for the  alternative  minimum tax,  assuming that the common stock is
either transferable or subject to a substantial risk of forfeiture under Section
83 of  the  Code.  If at  the  time  of  exercise,  the  common  stock  is  both
nontransferable  and  is  subject  to a  substantial  risk  of  forfeiture,  the
difference  between the  exercise  price and the fair market value of the common
stock  (determined at the time the common stock becomes either  transferable  or
not subject to a substantial risk of forfeiture) is a tax preference item in the
year in which the common stock becomes either  transferable  or not subject to a
substantial risk of forfeiture.

         If  common  stock  acquired  by the  exercise  of an ISO is not sold or
otherwise  disposed  of within  two years from the date of its grant and is held
for at least one year after the date such  common  stock is  transferred  to the
optionee,  any gain or loss  resulting from its  disposition  will be treated as
long-term  capital gain or loss.  If such common stock is disposed of before the
expiration of the above-mentioned holding periods, a "disqualifying disposition"
will occur. If a  disqualifying  disposition  occurs,  the optionee will realize
ordinary  income  in the  year of the  disposition  in an  amount  equal  to the
difference  between  the fair  market  value of the common  stock on the date of
exercise and the exercise  price,  or the selling  price of the common stock and
the exercise  price,  whichever is less. The balance of the optionee's gain on a
disqualifying disposition, if any, will be taxed as capital gain.

         In the event an optionee  exercises an ISO using common stock  acquired
by a previous  exercise of an ISO,  unless the stock  exchange  occurs after the
required  holding  periods,  such  exchange  shall  be  deemed  a  disqualifying
disposition of the stock exchanged.

         The Company  will not be entitled to any tax  deduction  as a result of
the grant or exercise of an ISO, or on a later  disposition  of the common stock
received, except that in the event of a disqualifying  disposition,  the Company
will be entitled to a deduction  equal to the amount of ordinary income realized
by the optionee.

Non-Qualified Stock Options

         A NQSO is any stock option other than an Incentive  Stock Option.  Such
options  are  referred  to as  "non-qualified"  because  they  do not  meet  the
requirements of, and are not eligible for, the favorable tax treatment  provided
by Section 422 of the Code.

         No taxable  income will be realized by an optionee upon the grant of an
NQSO,  nor is the Company  entitled to a tax  deduction by reason of such grant.
Upon the exercise of an NQSO,  the optionee will realize  ordinary  income in an
amount  equal to the excess of the fair market  value of the common stock on the
date  of  exercise  over  the  exercise  price  and the Company will be entitled
 

 59842.7
                                       16

<PAGE>



to a  corresponding  tax deduction,  provided the Company  deducts and withholds
applicable taxes from amounts paid to the optionee.

         Upon a subsequent  sale or other  disposition  of common stock acquired
through  exercise of an NQSO, the optionee will realize  short-term or long-term
capital  gain  or  loss  to  the  extent  of  any  intervening  appreciation  or
depreciation.  Such a resale by the optionee will have no tax consequence to the
Company.

Stock Appreciation Rights

         A SAR is the right  granted to an employee to receive the  appreciation
in the value of a share of common stock over a certain period of time. Under the
LTI Plan, the Committee shall determine the form of consideration payable at the
time of the grant of the Award and the form of consideration  shall be reflected
in the Award Agreement.

         A recipient  who receives a SAR award is not subject to tax at the time
of the grant and the  Company is not  entitled to a tax  deduction  by reason of
such grant.  At the time such award is exercised,  the recipient must include in
income the appreciation  inherent in the SARs (i.e., the difference  between the
fair market  value of the common  stock on the date of grant and the fair market
value of the  common  stock on the date the SAR is  exercised).  The  Company is
entitled to a  corresponding  tax  deduction  in the amount  equal to the income
includible  by the  recipient  in the year in  which  the  recipient  recognizes
taxable  income with respect to the SAR,  provided that it withholds  taxes from
the associate on the amount recognized upon exercise of the SARs.

Performance Shares

         Under the LTI Plan, the Committee may grant  performance share units to
a key employee or consultant.  Typically,  each  performance  share unit will be
deemed to be the equivalent of one share of common stock.

         A recipient  of a  Performance  Share  Award will not  realize  taxable
income at the time of grant, and the Company will not be entitled to a deduction
by reason of such  grant.  Instead,  a  recipient  of  Performance  Shares  will
recognize  ordinary  income  equal to the fair market value of the Shares at the
time the performance  goals related to the  Performance  Shares are attained and
paid to the recipient.  The Company is entitled to a tax deduction  equal to the
amount  of  income  recognized  by  the  recipient  in the  year  in  which  the
performance goals are achieved,  provided that the Company withholds  applicable
taxes.

Restricted Stock Awards

         Under the  Restricted  Stock feature of the LTI Plan, a key employee or
consultant may be granted a specified number of shares of common stock. However,


 59842.7
                                       17

<PAGE>



vested  rights  to  such  stock  are  subject  to  certain  restrictions  or are
conditioned  on the  attainment of certain  performance  goals.  If the employee
violates any of the restrictions during the period specified by the Committee or
the performance standards fail to be satisfied, the stock is forfeited.

         A recipient of a Restricted Stock Award will recognize  ordinary income
equal to the fair market value of the common stock  ("Restricted  Stock") at the
time the restrictions lapse. the Company is entitled to a tax deduction equal to
the  amount  of  income  recognized  by the  recipient  in the year in which the
restrictions lapse, provided that the Company withholds applicable taxes.

         Instead of postponing the income tax consequences of a Restricted Stock
Award,  the  recipient  may elect to include the fair market value of the common
stock in income in the year the award is  granted.  This  election is made under
Section  83(b) of the Code.  This  Section  83(b)  election  is made by filing a
written notice with the Internal Revenue Service office with which the recipient
files his or her Federal  income tax return.  The notice must be filed within 30
days of the date of grant and must meet certain technical requirements.

         The tax treatment of the  subsequent  disposition  of Restricted  Stock
will depend upon  whether the  recipient  has made a Section  83(b)  election to
include the value of the common stock in income when  awarded.  If the recipient
makes a Section 83(b)  election,  any  disposition  thereafter  will result in a
capital gain or loss equal to the  difference  between the selling  price of the
common stock and the fair market value of the common stock on the date of grant.
Such capital gain or loss will be a long-term or short-term capital gain or loss
depending  upon the period the  Restricted  common stock is held.  If no Section
83(b) election is made, any disposition thereafter will result in a capital gain
or loss equal to the  difference  between the selling  price of the common stock
and the fair  market  value  of the  common  stock on the date the  restrictions
lapsed.  Again,  such  capital  gain or loss will be a long-term  or  short-term
capital gain or loss depending upon the period the Restricted Stock is held.

         During the  period in which a  recipient  holds  Restricted  Stock,  if
dividends  are declared  prior to the lapse of the  restrictions,  the dividends
will be  treated  for tax  purposes  by the  recipient  and the  Company  in the
following  manner:  if the recipient makes a Section 83(b) election to recognize
income at the time of the Restricted Stock Award, the dividends will be taxed as
dividend  income  to the  recipient  when the  restrictions  lapse.  Under  such
circumstances,  the Company will not be entitled to a tax deduction, nor will it
be required to withhold for applicable taxes. If no such election is made by the
recipient,  the dividends will be taxed as  compensation to the recipient at the
time the restrictions lapse and will be deductible by the Company and subject to
income tax withholding at that time.



 59842.7
                                       18

<PAGE>




Dividend Equivalents

         The LTI Plan also allows for the granting of dividend equivalent rights
in  conjunction  with the grant of options or SARs.  These  rights  entitle  the
employee or consultant to receive an additional  amount of stock upon exercising
the underlying option or SAR.

         A recipient  of a Dividend  Equivalent  Award will not realize  taxable
income at the time of grant, and the Company will not be entitled to a deduction
by reason of such  grant.  Instead,  when the  option  upon  which the  Dividend
Equivalent  Award is paid is exercised,  the recipient  must include in ordinary
income  the fair  market  value of the  common  stock  issued in  payment of the
Dividend Equivalent Award at the time the award is paid.

         The Company will be entitled to a tax  deduction  in an amount,  and at
the time, that the participant  recognizes ordinary income due to the payment of
the Dividend  Equivalent  Award.  However,  to receive that tax  deduction,  the
Company must deduct and withhold taxes from amounts paid to the optionee.

         The amount included as ordinary income in the optionee's income becomes
the optionee's tax basis for determining  gains or losses on the subsequent sale
of the common stock.

Other Stock Based Awards

         The LTI Plan also allows for the granting of such other awards that are
payable in,  valued in whole or part by reference  to, or otherwise  based on or
related to the common stock of the Company, including without limitation, shares
of common  stock  awarded  purely as a "bonus" and not subject to  restrictions,
convertible or  exchangeable  debt  securities,  or other rights  convertible or
exchangeable into shares of common stock.

Registration of Shares

         Management  anticipates  that the  Company  will  register  the  shares
available  under  the LTI  Plan  with the  Securities  and  Exchange  Commission
pursuant to the provisions of Form S-8. It is  anticipated  that the filing will
be made in the fourth quarter of 1996.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE LTI PLAN


 59842.7
                                       19

<PAGE>



                                   PROPOSAL 3

                              ELECTION OF DIRECTORS

General

At the  Meeting,  the holders of Common  Stock will elect the  directors  of the
Company.  Each  director  will hold office  until such  director's  successor is
elected and  qualified.  Cumulative  voting is not  permitted in the election of
directors.  IN THE ABSENCE OF INSTRUCTION  TO THE CONTRARY,  THE PERSON NAMED IN
THE  ACCOMPANYING  PROXY WILL VOTE IN FAVOR OF THE  PERSONS  NAMED  BELOW AS THE
COMPANY'S  NOMINEES  FOR  DIRECTORS  OF THE  COMPANY.  None of the  nominees are
presently members of the Board of Directors.  Each of the nominees has consented
to be named  herein  and to serve if  elected.  It is not  anticipated  that any
nominee will become unable or unwilling to accept nomination or election, but if
such  should  occur,  the  persons  named in the  proxy  intend  to vote for the
election  in such  nominee's  stead of such other  person as  management  of the
Company may recommend.

Nominees for Directors

The  nominees for  Directors  of the Company and their ages as of September  30,
1996, are as follows:

         Name                                      Age                  Position

     Jonathan Y. Hicks                             30                   Director

     Edward P. Mooney                              36                   Director

     Daniel P. McGinnis                            50                   Director


     Jonathan  Y.  Hicks - Since  1994,  Mr.  Hicks has  served as an  Associate
Director of Maroon Bells  Capital  Partners,  Inc.  ("MBCP"),  an  international
merchant bank which concentrates on the financing of emerging telecommunications
and technology businesses.  At MBCP Mr. Hicks specializes in strategic analysis,
business planning and corporate  valuation,  with a focus on emerging businesses
in the United States and Latin  America.  In 1993,  Mr. Hicks served as a market
analyst at ARDIS,  a wireless  data  operator now wholly owned by Motorola.  Mr.
Hicks joined MBCP after  completing a Masters of  Management  at  Northwestern's
J.L. Kellogg Graduate School of Management (1992- 1994).  Between 1988 and 1992,
Mr. Hicks was involved in  international  trade through  positions with Sea-Land
Service, Inc., an international  transportation operator, and Tradefin, S.A., an
Argentine  trading  company.  Mr.  Hicks  received  his  bachelors  degree  from
Georgetown University in 1988.



 59842.7
                                       20

<PAGE>



     Edward P.  Mooney - Since  1993,  Mr.  Mooney  has  served as an  Associate
Director of MBCP.  For MBCP,  Mr.  Mooney  specializes  in  strategic  planning,
corporate valuations,  corporate governance,  and financial analysis.  From 1989
until 1992,  Mr.  Mooney  served as Director of Research for  American  Business
Ventures,  Inc. ("ABV"), a business  development and management  consulting firm
that was  responsible  for the  creation,  development,  financing and executive
management of publicly-traded and privately-held  companies.  During this period
he also served as an officer and a director of  companies  affiliated  with ABV.
From  1984 to  1989,  Mr.  Mooney  was a  research  assistant  for  A.B.  Laffer
Associates,  an economic  research and consulting firm which advises  investment
funds,  banks and other financial  institutions with regard to asset allocation,
portfolio  strategies and public policy trends.  He has also held managerial and
administrative  positions with municipal,  regional and national  transportation
firms.  Mr.  Mooney  holds a  Bachelor  of Arts  degree  in  Geography  from San
Francisco  State  University  and  Master  of  Arts  degree  in  Education  from
California State University, Long Beach.

     Daniel  P.  McGinnis  - Since  1995 Mr.  McGinnis  has  served as a General
Manager  of  Marketing  and  Product  Development  at Time  Telekom,  the second
national  telephone  company in Malaysia.  Time Telekom operates a fully digital
fiber optic network that provides alternative access, voice and data services on
a local,  national and international basis. Mr. McGinnis  successfully  designed
and  implemented a sales,  marketing and reseller  strategy that resulted in the
sales and  installation  of over  5,000  business  lines for new  customers  and
several hundred  high-speed data circuits (i.e. 64kb and higher speeds to 2 me).
From 1992 until 1995,  Mr.  McGinnis  successfully  reorganized  and managed the
sales and  marketing  staff of  Houston  Cellular.  From 1991  until  1992,  Mr.
McGinnis served as General Manager of a major commercial division of Australia's
national  telephone  company,  TELSTRA.  Previously,  Mr.  McGinnis was National
Director of Sales and Direct  Marketing for a start up marketing  company in the
Western United States which delivered the "Seiko Receptor  Messagewatch"  to the
consumer electronics marketplace (1988-1990). Mr. McGinnis was educated at Hiram
Scott College in Nebraska.

Executive Compensation

     No officer of the Company currently  receives or is accruing any salary for
such officer's services.


Employment Agreements

     The  Company  currently  has  no  employment  agreement  with  any  of  its
employees.



 59842.7
                                       21

<PAGE>



Certain Relationships and Related Transactions


     On June 25, 1996, the Company  entered into a Stock  Purchase  Agreement in
which the following  parties  agreed to purchase a total of 4,000,000  shares of
Company Common Stock for $110,000:  Theodore H. Swindells (500,000 shares), Paul
A.  Moore  (500,000  shares),   Phillip  S.  Magiera  (500,000  shares),   DuLac
Consultants  Ltd.  (500,000  shares),   Maroon  Bells  Capital  Partners,   Inc.
(1,000,000 shares),  Redfirn Pacific,  Inc. (BVI) Corp. (500,000 shares), and Le
Chevalier Noir, Ltd. (500,000 shares).

     On July 1, 1996, MBCP, a principal  shareholder of the Company, made a loan
(the  "Loan") to the Company in the amount of $500,000  bearing  interest at ten
percent (10%) per annum and payable on October 29, 1996. This Loan is secured by
an Assignment,  Pledge and Security Agreement whereby the Company has pledged to
MBCP its rights,  title, and interest in that certain Secured Promissory Note of
Com Tech  International  Corporation,  dated June 27,  1996,  together  with all
rights of the  Company  under the Loan  Agreement  and  Assignment,  Pledge  and
Security Agreement entered into in connection therewith.

                                  OTHER MATTERS

     The Company's management knows of no other matters that may properly be, or
which are  likely to be,  brought  before  the  Meeting.  However,  if any other
matters are  properly  brought  before the  Meeting,  the  persons  named in the
enclosed  proxy, or their  substitutes,  will vote in accordance with their best
judgment on such matters.

                              STOCKHOLDER PROPOSALS

     WorldPort  (or the Company,  if the Merger is not  consummated)  intends to
conduct  an  Annual  Meeting  of  shareholders   in  June  1997.   Proposals  by
shareholders intending to be present at the 1997 Annual Meeting must be received
by April 11, 1997.  Such  proposals  should be addressed to the Secretary of the
Company at 10 Exchange Place, #309, Salt Lake City, UT 84111.

                                           Sage Resources, Inc.


                                           LISA VALERIO
                                           Corporate Secretary





 59842.7
                                       22

<PAGE>


 









                          AGREEMENT AND PLAN OF MERGER




                                 By and Between




                         WORLDPORT COMMUNICATIONS, INC.


                             a Delaware corporation


                                       and


                              SAGE RESOURCES, INC.

                             a Colorado corporation












                                 October 1, 1996



<PAGE>



                                TABLE OF CONTENTS

ARTICLE I         Reincorporation Merger.....................................  2
         1.01     Surviving Corporation......................................  2
         1.02     Certificate of Incorporation and Bylaws....................  2
         1.03     Directors and Officers.....................................  2
         1.04     Terms of Merger............................................  3

ARTICLE II        Miscellaneous..............................................  4
         2.01     Consent to Service of Process..............................  4
         2.02     Accounting Matters.........................................  4
         2.03     Further Assurances.........................................  4
         2.04     Approval...................................................  4
         2.05     Termination and Abandonment................................  4
         2.06     Amendment..................................................  4
         2.07     Governing Law; Interpretation; Paragraph Headings..........  5
         2.08     Counterparts...............................................  5

EXHIBITS

         A - Articles of Incorporation  of Sage Resources,  Inc. 
         B - Certificate of Incorporation of WorldPort Communications, Inc.



                                        i

<PAGE>


                          AGREEMENT AND PLAN OF MERGER


         This Agreement and Plan of Merger is made as of October 1, 1996, by and
among  Sage  Resources  Inc.,  a Colorado  corporation  ("Sage")  and  WorldPort
Communications, Inc., a Delaware corporation ("WorldPort").


                              W I T N E S S E T H:


         WHEREAS,  Sage is a corporation  duly  organized and existing under the
laws of the State of Colorado (see Articles of Incorporation  attached hereto as
Exhibit "A");

         WHEREAS,  WorldPort is a newly formed  corporation  duly  organized and
existing  under  the  laws  of  the  State  of  Delaware  (see   Certificate  of
Incorporation attached hereto as Exhibit "B");

         WHEREAS,  the authorized capital stock of Sage is 750,000,000 shares of
common stock, no par value ("Sage Common Stock"),  of which 4,060,000 shares are
issued and outstanding;  and 10,000,000 shares of preferred stock, no par value,
of which no shares are issued and outstanding;

         WHEREAS,  the  authorized  capital stock of WorldPort will be, prior to
the Effective  Time (as defined  herein)  65,000,000  shares of common stock,  $
 .0001 par value ("WorldPort Common Stock"), of which 1,000 shares are issued and
outstanding and owned by Sage; and 10,000,000 shares of preferred stock, $ .0001
par value, of which no shares are issued and outstanding;

         WHEREAS,  the  Boards  of  Directors  of  Sage  and  WorldPort  deem it
advisable  and in the  best  interests  of  their  respective  corporations  and
shareholders  that Sage be merged with and into WorldPort,  with WorldPort being
the surviving corporation (the "Reincorporation Merger");

         WHEREAS,  the Boards of Directors of Sage and  WorldPort  have approved
this  Agreement  by  resolutions  duly  adopted  by their  respective  Boards of
Directors  in  accordance  with the laws of their  respective  jurisdictions  of
incorporation; and

         WHEREAS, Sage and WorldPort desire to effect the Reincorporation Merger
as a plan of  reorganization  in  accordance  with  the  provisions  of  Section
368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the "Code");

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein,  and in accordance  with  applicable  law, the parties  hereto
agree as follows:
                                       1
<PAGE>

                                    ARTICLE I

                             Reincorporation Merger

         1.01     Surviving Corporation.

                  (a) The  effective  time of the  Reincorporation  Merger  (the
"Effective  Time")  shall  occur at the  latest  of (i) the time and date that a
majority  of  the   shareholders   of  Sage  approve  this   Agreement  and  the
Reincorporation  Merger,  (ii) the time and date that a certificate of merger is
duly  filed  with the  Secretary  of  State  of  Delaware  with  respect  to the
Reincorporation  Merger or such later date and time as is set forth therein, and
(iii)  the time  and date  that  articles  of  merger  are duly  filed  with the
Secretary of State of the State of Colorado with respect to the  Reincorporation
Merger or such later date and time as is set forth therein.

                  (b) At the Effective  Time, Sage shall be merged with and into
WorldPort,   with  WorldPort   being  the  surviving   corporation   ("Surviving
Corporation")  of  the  Reincorporation  Merger.  At  the  Effective  Time,  the
corporate  existence of Sage shall cease and WorldPort  shall succeed to all the
business, properties, assets, and liabilities of Sage and WorldPort.

         1.02     Certificate of Incorporation and Bylaws.

                  (a) From and after the  Effective  Time,  the  Certificate  of
Incorporation  of  WorldPort,  as in effect  immediately  prior to the Effective
Time, shall be the Certificate of  Incorporation  of the Surviving  Corporation,
until altered,  amended, or repealed in accordance with the laws of the State of
Delaware.

                  (b)  From  and  after  the  Effective   Time,  the  Bylaws  of
WorldPort,  as in effect  immediately  prior to the Effective Time, shall be the
Bylaws of the Surviving  Corporation,  until  altered,  amended,  or repealed in
accordance with the laws of the State of Delaware.

         1.03     Directors and Officers.

                  (a) The directors of Sage  immediately  prior to the Effective
Time shall be the directors of WorldPort  from and after the Effective  Time and
shall hold  office  from and after the  Effective  Time in  accordance  with the
Bylaws of WorldPort  until their  respective  successors  are duly  appointed or
elected and qualified.

                  (b) The  officers  of  Sage immediately prior to the Effective
Time shall be  the officers of WorldPort  from and after the Effective  Time and
shall  hold  the  same  offices  from and after the Effective Time in accordance
with  the  Bylaws  of  WorldPort  until  their  respective  successors  are duly
appointed or elected and qualified.
                                       2
<PAGE>

         1.04     Terms of Merger.

                  (a) At the Effective Time, the shares of capital stock of Sage
shall be converted into shares of capital stock of WorldPort as follows:

                  (i)     each share of Sage Common Stock issued and outstanding
immediately prior to the Effective Time shall, automatically and without further
act of Sage,  WorldPort,  or any holder thereof,  be extinguished  and converted
into one  issued  and  outstanding  and fully  paid and  nonassessable  share of
WorldPort Common Stock subject to the same terms, conditions,  and restrictions,
if any, as existed immediately prior to the Effective Time; and

                  (ii)      each share of Sage Common Stock held in the treasury
immediately prior to the Effective Time shall, automatically and without further
act of Sage,  WorldPort,  or any holder thereof,  be extinguished  and converted
into one fully paid and nonassessable share of WorldPort Common Stock to be held
in the  treasury  of  WorldPort  subject  to the  same  terms,  conditions,  and
restrictions, if any, as existed immediately prior to the Effective Time;

                  (b)  Each  person  who,  as a  result  of the  Reincorporation
Merger,  holds one or more certificates  representing one or more shares of Sage
Common Stock may surrender  any such  certificate  to WorldPort,  and, upon such
surrender, WorldPort shall, within a reasonable time, deliver to such person, in
substitution  and exchange  therefor,  one or more  certificates  evidencing the
number of shares of  WorldPort  Common  Stock,  that such  person is entitled to
receive in accordance with the terms of this Agreement,  in substitution for the
number  of  shares of Sage  Common  Stock  represented  by each  certificate  so
surrendered;  provided,  however,  that no such  holder  shall  be  required  to
surrender  any  such  certificate  until  such  certificate  otherwise  would be
surrendered for transfer on the books of the issuing corporation in the ordinary
course of business.

                  (c) At the Effective  Time, all of the shares of capital stock
of WorldPort  issued or  outstanding  immediately  prior to the  Effective  Time
shall,  automatically and without further act of Sage, WorldPort,  or any holder
thereof,  be  cancelled  and cease to exist,  without  any  consideration  being
payable therefor.

                  (d) At the Effective  Time,  each option to purchase shares of
Sage Common Stock  outstanding  immediately  prior to the Effective  Time shall,
automatically and without further act of Sage, WorldPort, or any holder thereof,
become an option to purchase  shares of WorldPort  Common Stock,  subject to the
same terms and conditions and at the same option price applicable to such option
immediately prior to the Effective Time.
                                       3
<PAGE>


                                   ARTICLE II

                                  Miscellaneous

         2.01  Consent to Service of  Process.  WorldPort  hereby  consents  and
agrees,  effective as of the Effective  Time, to be sued and served with process
in  the  State  of  Colorado  in  any  proceeding  for  the  enforcement  of any
obligations of Sage and in any proceeding for the enforcement of the rights,  if
any, of a dissenting  shareholder of Sage against  WorldPort.  WorldPort  hereby
appoints The Corporation Company, 1675 Broadway, Denver, Colorado, 80202, as its
agent to accept  service of process  in any such  proceeding  from and after the
Effective  Time.  WorldPort  hereby  agrees  that it will pay to the  dissenting
shareholders  of Sage the amount,  if any, to which they shall be entitled under
Colorado  Revised  Statutes  Sections  7-113-101  to  7-113-302  with respect to
dissenting shareholders.

         2.02 Accounting Matters.  Except as herein provided with respect to the
cancellation  of the  outstanding  shares  of Sage,  WorldPort  agrees  upon the
Effective Time,  that the assets,  liabilities,  reserves,  and accounts of Sage
shall be taken up or continued on the books of WorldPort in the amounts at which
such assets, liabilities,  reserves, and accounts shall have been carried on the
books  of  Sage  immediately  prior  to the  Effective  Time,  subject  to  such
adjustments,  and such elimination of intercompany  items, as may be appropriate
to give effect to the Reincorporation Merger.

         2.03 Further  Assurances.  If, at any time from and after the Effective
Time,  WorldPort  shall  consider or be advised that any further  assignment  or
assurance in law is necessary or desirable to vest in WorldPort the title to any
property  or rights  of Sage,  the  proper  officers  of  WorldPort  are  hereby
authorized,  in the  name of Sage or  otherwise,  to  execute  and make all such
proper  assignments and assurances in law, and to do all other things  necessary
or proper to vest such  property or rights in WorldPort  and  otherwise to carry
out the purposes of this Agreement.

         2.04 Approval.  This  Agreement  shall be submitted for approval by the
holders of a majority of Sage Common Stock and this  Agreement  constitutes  the
approval  thereof by written consent of Sage in its capacity as sole shareholder
of WorldPort.

         2.05  Termination and  Abandonment.  At any time prior to the Effective
Time and for any reason,  this  Agreement may be terminated and abandoned by the
Board of Directors of Sage,  notwithstanding  approval of this  Agreement by the
shareholders of Sage and WorldPort.  Upon any such  termination,  this Agreement
shall  become  null and void and have no effect,  without any  liability  to any
person on the part of Sage or WorldPort  or their  shareholders,  directors,  or
officers.
                                       4
<PAGE>

         2.06  Amendment.  At any time prior to the  Effective  Time and for any
reason,  this  Agreement  may  be  amended,  notwithstanding  approval  of  this
agreement by the  shareholders of Sage or WorldPort,  by an agreement in writing
executed in the same manner as this  Agreement;  provided,  however,  that after
approval of this Agreement by the  shareholders  of Sage, this Agreement may not
be amended,  without such further  approval as is required by law, to the extent
that such amendment would (i) alter or change the amount or kind of shares to be
received by the shareholders of Sage in the  Reincorporation  Merger, (ii) alter
or change any term of the Certificate of  Incorporation  of WorldPort,  or (iii)
effect any alteration or change that would adversely  affect the shareholders of
Sage or WorldPort.

         2.07 Governing Law; Interpretation;  Paragraph Headings. This Agreement
shall be governed by and construed  and enforced in accordance  with the laws of
the State of  Delaware.  The table of contents  hereto and the section  headings
contained herein are for the purposes of convenience only and will not be deemed
to   constitute  a  part  of  this   Agreement  or  to  affect  the  meaning  or
interpretation of this Agreement in any way.

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


                                            SAGE RESOURCES, INC.
                                            a Colorado corporation

Attest:

By:                                         By:
    Secretary                               Its:


                                            WORLDPORT COMMUNICATIONS, INC.
                                            a Delaware corporation

Attest:

By:                                         By:
    Secretary                               Its:


                                        5

<PAGE>



                          CERTIFICATE OF INCORPORATION
                                       OF
                         WORLDPORT COMMUNICATIONS, INC.


                                   ARTICLE ONE

         The name of the corporation is WorldPort Communications, Inc.


                                   ARTICLE TWO

         The  address  of the  corporation's  registered  office in the State of
Delaware is Corporation  Trust Center,  1209 Orange Street,  City of Wilmington,
County of New Castle,  Delaware 19801.  The name of its registered agent at such
address is Corporation Trust Company.


                                  ARTICLE THREE

         The  purpose  of the  corporation  is to  engage in any  lawful  act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.


                                  ARTICLE FOUR

         The corporation shall have authority to issue shares as follows:

         A. Common Stock.   Sixty-Five  Million  (65,000,000)  shares  of common
stock, with par value at $.0001 per share, to be issued as and when the Board of
Directors shall determine.

         B. Preferred Stock. Ten Million (10,000,000) shares of Preferred Stock,
with par  value of  $.0001  per  share.  The  Board of  Directors  is  expressly
authorized  to provide for the issuance of all or any shares of Preferred  Stock
in one or more classes or series,  and to fix for each such class or series such
voting  powers,  full or limited,  or not voting  powers,  and such  distinctive
designations, preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof, as shall be
stated  and  expressed  in the  resolutions  adopted  by the Board of  Directors
providing  for the  issuance of such class or series and as may be  permitted by
Delaware General Corporation Law, including,  without limitation,  the authority
to provide  that any such class or series may be (i)  subject to  redemption  of
such  time or times  and at such  price or  prices;  (ii)  entitled  to  receive
dividends  (which may be cumulative or  non-cumulative)  at such rates,  on such
conditions, and at such times, and payable in preference to, or in such relation
to, the dividends  payable on any other class or classes or any other series; or
(iii) entitled to such rights upon the dissolution of, or


 60133.1
                                       -1-

<PAGE>



upon any distribution of the assets of, the Corporation, all as may be stated in
such resolution or resolutions.

                                  ARTICLE FIVE

         The  Board of  Directors  of the  corporation  shall  have the power to
adopt, amend, and repeal any or all of the Bylaws of the corporation.


                                   ARTICLE SIX

         Meetings of the  stockholders  of the corporation may be held within or
without  the State of  Delaware,  as the  Bylaws may  provide.  The books of the
corporation  may be kept  (subject to any  provision  contained  in the Delaware
General  Corporation  Law) outside the State of Delaware at such place or places
as may be  designated  from  time to time by the  Board of  Directors  or in the
Bylaws of the corporation.

                                  ARTICLE SEVEN

         To the fullest extent permitted by Delaware General  Corporation Law as
the same exists or may hereafter be amended:  (i) a director shall not be liable
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary duty as a director,  (ii) the corporation shall indemnify,  defend and
hold  harmless  any and  all of its  existing  and  former  directors,  advisory
directors,  officers,  employees and agents from and against any and all losses,
claims,  damages,  expenses,  fees,  or  liabilities,  whether joint or several,
incurred  by  each of  them,  including  but  not  limited  to all  legal  fees,
judgments,  penalties or amounts paid in defense,  settlement or compromise, all
of which may arise or be incurred,  rendered,  or levied in any legal action, or
administrative proceeding brought or threatened against any of them by reason of
the fact that such  person is or was a  director,  advisory  director,  officer,
employee or agent of the corporation.

                                  ARTICLE EIGHT

         The name and mailing address of the incorporator is as follows:

                                Edward P. Mooney
                        100 California Street, Suite 1400
                             San Francisco, CA 94111




 60133.1
                                       -2-

<PAGE>



                                  ARTICLE NINE

         The initial  Board of Directors  of the  corporation  shall  consist of
three (3) person(s). The names and mailing address(es) of the person(s) to serve
as the initial director(s) are:

                                Edward P. Mooney
                       Maroon Bells Capital Partners, Inc.
                        100 California Street, Suite 1400
                             San Francisco, CA 94111

                                Jonathan Y. Hicks
                       Maroon Bells Capital Partners, Inc.
                          101 North Waukegan, Suite 930
                              Lake Bluff, IL 60044

                               Daniel P. McGinnis
                              14403 Fair Knoll Way
                                Houston, TX 77062

                                   ARTICLE TEN

         The corporation  reserves the right to amend, alter,  change, or repeal
any provision contained in this Certificate of Incorporation,  in the manner now
or hereafter prescribed by the Delaware General Corporation Law.


         I, THE UNDERSIGNED, for the purposes of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true.

DATED this         day of __________________, 1996.




                                    Edward P. Mooney, Incorporator



 60133.1
                                       -3-

<PAGE>



                                   B Y L A W S

                                       O F

                         WORLDPORT COMMUNICATIONS, INC.




                             A Delaware Corporation








 60185.2

<PAGE>



                                          TABLE OF CONTENTS

ARTICLE I - Offices..........................................................  1

         Section 1.01.  Offices..............................................  1

ARTICLE II - Shares..........................................................  1

         Section 2.01.  Shares...............................................  1

ARTICLE III - Preemptive Rights..............................................  1

         Section 3.01.  Preemptive Rights....................................  1

ARTICLE IV - Perpetual Existence.............................................  2

         Section 4.01.  Perpetual Existence..................................  2

ARTICLE V - Non-Liability of Shareholders....................................  2

         Section 5.01.  Non-Liability of Shareholders........................  2

ARTICLE VI - Indemnification.................................................  2

         Section 6.01.  Indemnification......................................  2

ARTICLE VII - Meeting of Shareholders........................................  3

         Section 7.01.  Place of Meeting.....................................  3

         Section 7.02.  Annual Meeting.......................................  3

         Section 7.03.  Special Meetings.....................................  3

         Section 7.04.  Notice of Meetings...................................  3

         Section 7.05.  Quorum, Manner of Acting and
                              Adjournment....................................  3

         Section 7.06.  Organization.........................................  4

         Section 7.07.  Notice of Business...................................  4


 60185.2

<PAGE>




         Section 7.08.  Voting; Proxies......................................  5

         Section 7.09.  Voting Lists.........................................  6

         Section 7.10.  Consent of Shareholders in Lieu of
                                 Meeting.....................................  6

ARTICLE VIII - Board of Directors............................................  7

         Section 8.01.  Powers...............................................  7

         Section 8.02.  Number, Term of Office and
                                 Qualification...............................  7

         Section 8.03.  Nomination of Directors..............................  7

         Section 8.04.  Vacancies............................................  9

         Section 8.05.  Resignations.........................................  9

         Section 8.06.  Organization.........................................  9

         Section 8.07.  Place of Meeting.....................................  9

         Section 8.08.  Organization Meeting................................. 10

         Section 8.09.  Regular Meetings..................................... 10

         Section 8.10.  Special Meetings..................................... 10

         Section 8.11.  Quorum, Manner of Acting and
                                 Adjournment................................. 10

         Section 8.12.  Action by Unanimous Written
                                 Consent..................................... 10

         Section 8.13.  Interested Directors or Officers..................... 11

         Section 8.14.  Compensation......................................... 11

         Section 8.15.  Committees........................................... 11

ARTICLE IX - Notices - Waivers - Meetings.................................... 12
<PAGE>

         Section 9.01.  What Constitutes Notice.............................. 12

         Section 9.02.  Waivers of Notice.................................... 13

         Section 9.03.  Conference Telephone Meetings........................ 13

ARTICLE X - Officers......................................................... 13

         Section 10.01.  Number, Qualifications and
                                 Designation................................. 13

         Section 10.02.  Election and Term of Office......................... 13

         Section 10.03.  Subordinate Officers, Committees
                                 and Agents.................................. 14

         Section 10.04.  Resignations........................................ 14

         Section 10.05.  Removal............................................. 14

         Section 10.06.  Vacancies........................................... 14

         Section 10.07.  General Powers...................................... 14

         Section 10.08.  The President....................................... 14

         Section 10.09.  The Chairman........................................ 15

         Section 10.10.  The Vice Presidents................................. 15

         Section 10.11.  The Secretary....................................... 15

         Section 10.12.  The Treasurer....................................... 15

         Section 10.13.  Officer's Bonds..................................... 16

         Section 10.14.  Compensation........................................ 16

ARTICLE XI - Certificates of Stock, Transfer, Etc............................ 16

         Section 11.01.  Issuance............................................ 16

         Section 11.02.  Transfer............................................ 16
<PAGE>

         Section 11.03.  Stock Certificates.................................. 17

         Section 11.04.  Lost, Stolen, Destroyed, or
                                 Mutilated Certificates...................... 17

         Section 11.05.  Record Holder of Shares............................. 17

         Section 11.06.  Determination of Shareholders of
                                 Record...................................... 17

ARTICLE XII - Indemnification of Directors, Officers, Etc.................... 18

         Section 12.01.  Directors and Officers; Third Party
                                Actions...................................... 18

         Section 12.02.  Directors and Officers; Derivative
                                Actions...................................... 19

         Section 12.03.  Employees and Agents................................ 19

         Section 12.04.  Procedure for Effecting
                                Indemnification.............................. 19

         Section 12.05.  Advancing Expenses.................................. 20

         Section 12.06.  Scope of Article.................................... 20

ARTICLE XIII - Insurance..................................................... 21

         Section 13.01.  Insurance Against Liability Asserted
                                Against Directors, Officers, Etc............. 21

ARTICLE XIV - Miscellaneous.................................................. 21

         Section 14.01.  Corporate Seal...................................... 21

         Section 14.02.  Checks.............................................. 21

         Section 14.03.  Contracts........................................... 21

         Section 14.04.  Inspection.......................................... 22

         Section 14.05.  Fiscal Year......................................... 22
<PAGE>

ARTICLE XV - Amendments...................................................... 22

         Section 15.01.  Amendments.......................................... 22


 60185.2

<PAGE>




                                     BYLAWS

                                       OF

                         WORLDPORT COMMUNICATIONS, INC.


                                    ARTICLE I

                                     Offices

         Section 1.01. Offices.  The corporation may have offices at such places
within or without the State of Delaware as the Board of Directors  may from time
to time determine or the business of the corporation may require,  provided that
the corporation maintains a registered office within the State of Delaware.


                                   ARTICLE II

                                     Shares

         Section 2.01.  Shares.  The Board of Directors  shall have authority to
authorize  the  issuance,  from time to time without any vote or other action by
the shareholders,  of any or all shares of stock of the corporation of any class
at any time authorized,  and any securities convertible into or exchangeable for
any such shares, in each case to such persons and for such consideration, and on
such  terms  as the  Board  of  Directors  from  time to time in its  discretion
lawfully may determine.  Shares so issued,  for which the consideration has been
paid to the corporation, shall be fully paid stock and the holders of such stock
shall not be liable for any further call or assessment thereon.


                                   ARTICLE III

                                Preemptive Rights

         Section  3.01.   Preemptive  Rights.  No  common  shareholder  of  this
corporation  shall by reason of such  shareholder  holding  common shares of any
class have any preemptive or preferential rights of purchase to subscribe to any
shares of any class of this corporation,  now or hereafter to be authorized,  or
any notes,  debentures,  bonds or other securities  convertible into or carrying
<PAGE>


options or warrants  to purchase  shares of any class,  now or  hereafter  to be
authorized,  whether or not the  issuance  of any such  shares,  or such  notes,
debentures,  bonds or other  securities,  would adversely affect the dividend or
voting rights of such shareholder,  other than such rights, if any, as the Board
of Directors,  in its discretion  from time to time, may grant and at such price
as the Board of Directors in its  discretion may fix; and the Board of Directors
may issue  shares of any class of this  corporation,  or any notes,  debentures,
bonds, or other  securities  convertible into or carrying options or warrants to
purchase  shares of any class,  without  offering  any such shares of any class,
either in whole or in part, to the existing shareholders of any class.


                                   ARTICLE IV

                               Perpetual Existence

     Section 4.01.  Perpetual  Existence.  The  corporation is to have perpetual
existence.


                                    ARTICLE V

                          Non-Liability of Shareholders

     Section 5.01.  Non-Liability of  Shareholders.  The private property of the
shareholders  shall not be subject  to the  payment  of  corporate  debts to any
extent whatsoever.


                                   ARTICLE VI

                                 Indemnification

     Section  6.01.  Indemnification.   The  corporation  shall  have  power  to
indemnify any person, including present or former directors, officers, trustees,
employees  or agents of the  corporation  or any person who is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another corporation,  partnership,  joint venture, trust or other enterprise, to
the extent  permitted  by the General  Corporation  Law of  Delaware  and/or the
Bylaws of the  corporation.  Such  indemnification  shall be in  addition to all
other  rights to which  those  indemnified  may be entitled  under any  statute,
bylaw, agreement, vote of shareholders or otherwise.
<PAGE>

                                   ARTICLE VII

                             Meeting of Shareholders

         Section 7.01. Place of Meeting. All meetings of the shareholders of the
Corporation shall be held in Wilmington, Delaware, or at such other place within
or  without  the  State  of  Delaware  as shall be  designated  by the  Board of
Directors in the notice of such meeting.

         Section 7.02.  Annual Meeting.  The Board of Directors may fix the date
and time of the annual meeting of the shareholders, but if no such date and time
is fixed by the Board of  Directors,  the meeting for any calendar year shall be
held on the  second  Tuesday  of June,  if not a legal  holiday,  and if a legal
holiday,  then on the next  succeeding day which is not a legal holiday.  At the
annual meeting,  the  shareholders  then entitled to vote shall elect by written
ballot  directors  and shall  transact  such other  business as may  properly be
brought before the meeting.

         Section 7.03. Special Meetings. Except as provided in the corporation's
Certificate  of  Incorporation,  special  meetings  of the  shareholders  of the
corporation  for any  purpose or purposes  for which  meetings  may  lawfully be
called,  may be called at any time for any  purpose or  purposes by the Board of
Directors or by any person or committee  expressly so authorized by the Board of
Directors and by no other person or persons.  At any time,  upon written request
of any person or persons who have duly called a special  meeting,  which written
request shall state the purpose or purposes of the meeting, it shall be the duty
of the Secretary to fix the date of the meeting to be held at such date and time
as the  Secretary  may fix, not less than ten (10) nor more than sixty (60) days
after  the  receipt  of the  request,  and to give due  notice  thereof.  If the
Secretary  shall  neglect or refuse to fix the time and date of such meeting and
give notice thereof, the person or persons calling the meeting may do so.

         Section 7.04. Notice of Meetings. Written notice of the place, date and
hour of every meeting of the shareholders,  whether annual or special,  shall be
given not less than ten (10) nor more than  sixty  (60) days  before the date of
the meeting to each shareholder of record entitled to vote at the meeting. Every
notice of a special meeting shall state the purpose or purposes thereof.

         Section 7.05. Quorum, Manner of Acting and Adjournment.  The holders of
a majority of the stock issued and  outstanding  (not including  treasury stock)
and  entitled  to vote at a meeting  of the  shareholders,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
shareholders  for the  transaction of business  except as otherwise  provided by
<PAGE>

statute,  by the Certificate of Incorporation or by these Bylaws. If, however, a
quorum shall not be present or represented  at any meeting of the  shareholders,
the shareholders  entitled to vote thereat,  present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other  than  announcement  at the  meeting,  until a quorum  shall be present or
represented.  At any such adjourned meeting,  at which a quorum shall be present
or represented,  any business may be transacted which might have been transacted
at the meeting as originally noticed. If the adjournment is for more than thirty
(30)  days,  or if after  the  adjournment  a new  record  date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
shareholder of record entitled to vote at the meeting.  When a quorum is present
at any  meeting,  the vote of the holders of the  majority  of the stock  having
voting  power  present  in person  or  represented  by proxy  shall  decide  any
questions brought before such meeting, unless the question is one upon which, by
express provision of the applicable statute, the Certificate of Incorporation or
these Bylaws, a different vote is required, in which case such express provision
shall  govern and  control  the  decision  of such  question.  Except upon those
questions governed by the aforesaid express provisions, the shareholders present
in person or by proxy at a duly  organized  meeting can  continue to do business
until adjournment,  notwithstanding  withdrawal of enough  shareholders to leave
less than a quorum.

         Section 7.06. Organization.  At every meeting of the shareholders,  the
President, or in the case of vacancy in office or absence of the President, such
person as may be designated by the Board of Directors,  shall act as Chairman of
such meeting,  and the Secretary,  or, in the Secretary's  absence, an assistant
secretary,   or  in  the  absence  of  both  the  Secretary  and  the  assistant
secretaries,  a person  appointed  by the  Chairman of the Meeting  shall act as
Secretary.

         Section 7.07.  Notice of Business.  No business may be transacted at an
annual meeting of shareholders, other than business that is either (a) specified
in the  notice  of  meeting  (or  any  supplement  thereto)  given  by or at the
direction of the Board of Directors (or any duly authorized  committee thereof),
(b) otherwise  properly brought before the annual meeting by or at the direction
of the Board of Directors (or any duly  authorized  committee  thereof),  or (c)
otherwise  properly  brought before the annual meeting by any shareholder of the
Corporation  (i) who is a shareholder of record on the date of the giving of the
notice  provided  for herein,  and on the record date for the  determination  of
shareholders entitled to vote at such annual meeting, and (ii) who complies with
the notice procedures set forth below.

         In addition to any other  applicable  requirements,  for business to be
properly  brought before an annual Meeting by a  shareholder,  such  shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
<PAGE>


         To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal  executive offices of the Corporation
not less  than  sixty  (60)  days nor more than  ninety  (90) days  prior to the
anniversary  date of the immediately  preceding  annual meeting of shareholders;
provided,  however,  that in the event that the  annual  meeting is called for a
date that is not within thirty (30) days before or after such anniversary  date,
notice by the  shareholder  to be timely must be so received  not later than the
close of business on the tenth (10th) day following the day on which such notice
of the date of the annual  meeting was mailed or such public  disclosure  of the
date of the annual meeting was made, whichever first occurs.

         To be in proper written form, a  shareholder's  notice to the Secretary
must set forth as to each matter such  shareholder  proposes to bring before the
annual  meeting (i) a brief  description  of the business  desired to be brought
before the annual  meeting and the reasons for  conducting  such business at the
Annual Meeting, (ii) the name and record address of such shareholder,  (iii) the
class or series and number of shares of capital stock of the  Corporation  which
are owned  beneficially or of record by such shareholder,  (iv) a description of
all arrangements or understandings between such shareholder and any other person
or persons  (including  their  names) in  connection  with the  proposal of such
business by such  shareholder and any material  interest of such  shareholder in
such business,  and (v) a representation that such shareholder intends to appear
in person or by proxy at the annual  meeting to bring such  business  before the
meeting.

         No business  shall be conducted at the annual  meeting of  shareholders
except  business  brought  before the  annual  meeting  in  accordance  with the
procedures set forth herein;  provided,  however,  that,  once business has been
properly  brought before the annual meeting in accordance with such  procedures,
nothing  in this  paragraph  shall  be  deemed  to  preclude  discussion  by any
shareholder  of  any  such  business.  If  the  Chairman  of an  annual  meeting
determines  that business was not properly  brought before the annual meeting in
accordance  with the  foregoing  procedures,  the Chairman  shall declare to the
meeting that the business was not properly  brought  before the meeting and such
business shall not be transacted.

         Section 7.08. Voting;  Proxies. Each shareholder shall at every meeting
of the shareholders be entitled to one vote in person or by proxy for each share
of  common  stock  and the  number  of  votes  per  share as  designated  in the
designation  of rights  adopted with  respect to each share of  preferred  stock
registered in such  shareholder's  name on the books of the  corporation  on the
record date for such  meeting.  All  elections of directors  shall be by written
<PAGE>


ballot,  unless  waived by the  shareholders  present or unless  action is taken
pursuant to Section 7.09 of the Bylaws.  The vote upon any other matter need not
be by  ballot.  No proxy  shall be voted  after  three (3) years  from its date,
unless the proxy provides for a longer period.  Every proxy shall be executed in
writing  by  the   shareholder  or  by  such   shareholder's   duly   authorized
attorney-in-fact  and filed  with the  Secretary  of the  corporation.  A proxy,
unless coupled with an interest, shall be revocable at will, notwithstanding any
other  agreement  or any  provisions  in the  proxy  to the  contrary,  but  the
revocation of a proxy shall not be effective until notice thereof has been given
to the Secretary of the corporation.  A duly executed proxy shall be irrevocable
if it states that it is  irrevocable  and if, and only as long as, it is coupled
with an interest  sufficient in law to support an irrevocable power. A proxy may
be made irrevocable  regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation  generally.
A proxy  shall not be revoked by the death or  incapacity  of the maker  unless,
before the vote is counted or the authority is exercised, written notice of such
death or incapacity is given to the Secretary of the corporation.
<PAGE>

         Section  7.09.  Voting  Lists.  The officer who has charge of the stock
ledger of the corporation  shall prepare and make, at least ten (10) days before
every meeting of shareholders,  a complete list of the shareholders  entitled to
vote at the meeting.  The list shall be arranged in  alphabetical  order showing
the address of each shareholder and the number of shares  registered in the name
of  each  shareholder.  Such  list  shall  be  open  to the  examination  of any
shareholder,  for any purpose germane to the meeting,  during ordinary  business
hours,  for a period of at least ten (10) days prior to the meeting  either at a
place  within the city where the  meeting is to be held,  which  place  shall be
specified in the notice of the meeting,  or, if not so  specified,  at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and  place  of the  meeting  during  the  whole  time  thereof,  and may be
inspected by any shareholder who is present.

         Section  7.10.  Consent  of  Shareholders  in Lieu of  Meeting.  Unless
otherwise  provided in the Certificate of Incorporation,  any action required by
law to be  taken  at any  annual  or  special  meeting  of  shareholders  of the
corporation,  or any action which may be taken at any annual or special  meeting
of such shareholders,  may be taken without a meeting,  without prior notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  shareholders  who
have not consented in writing.
<PAGE>


                                  ARTICLE VIII

                               Board of Directors

         Section 8.01.  Powers. The management of the corporation shall be under
the  direction  of the Board of  Directors;  and all powers of the  corporation,
except those  specifically  reserved or granted to the  shareholders by statute,
the  Certificate  of  Incorporation  or these Bylaws,  are hereby granted to and
vested in the Board of Directors.

         Section 8.02. Number,  Term of Office and  Qualification.  The Board of
Directors shall consist of such number of directors,  not less than three (3) or
more  than  nine  (9),  as may be  determined  from time to time by the Board of
Directors  subject to the provisions of the  Certificate of  Incorporation.  The
term of each  director  shall be for one year  from the date of such  director's
election;  however,  each director shall serve until such  director's  successor
shall have been duly elected and  qualified,  unless such director shall resign,
become  disqualified,  disabled or shall  otherwise  be removed.  At each annual
election, the directors chosen to succeed those whose terms then expire shall be
for the same term as the directors they succeed.

         Section 8.03.  Nomination of Directors.  Only persons who are nominated
in accordance  with the following  procedures  shall be eligible for election as
directors  of  the  corporation,  except  as may be  otherwise  provided  in the
Certificate of Incorporation, or otherwise, with respect to the right of holders
of  preferred  stock to nominate  and elect a specified  number of  directors in
certain  circumstances.  Nominations  of persons  for  election  to the Board of
Directors,  or at any Special Meeting of shareholders  called for the purpose of
electing  directors,  may be made  (a) by or at the  direction  of the  Board of
Directors (or any duly authorized committee thereof),  or (b) by any shareholder
of the  corporation (i) who is a shareholder of record on the date of the giving
of the notice  provided for herein and on the record date for the  determination
of shareholders entitled to vote at such meeting, and (ii) who complied with the
notice procedures set forth in this paragraph 8.03.

         In addition to any other applicable  requirements,  for a nomination to
be made by a shareholder, such shareholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.

         To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal  executive offices of the Corporation
<PAGE>


(a) in the case of an annual  Meeting,  not less than  sixty  (60) days nor more
than ninety (90) days prior to the anniversary date of the immediately preceding
Annual Meeting of shareholders;  provided,  however,  that in the event that the
Annual  Meeting is called for a date that is not within  thirty (30) days before
or after such anniversary  date, notice by the shareholder in order to be timely
must be so received not later than the close of business on the tenth (10th) day
following  the date on which such  notice of the date of the Annual  Meeting was
mailed or such  public  disclosure  of the date of the Annual  Meeting was made,
whichever first occurs; and (b) in the case of a Special Meeting of shareholders
called  for the  purpose  of  electing  directors,  not later  than the close of
business on the tenth (10th) day  following  the day on which notice of the date
of the  Special  Meeting  was  mailed  or public  disclosure  of the date on the
Special Meeting was made, whichever first occurs.

         To be in proper written form, a  shareholder's  notice to the Secretary
must set forth (a) as to each person whom the  shareholder  proposes to nominate
for election as a director (i) the name,  age,  business  address and  residence
address of the  person,  (ii) the  principal  occupation  or  employment  of the
person,  (iii) the class or series and number of shares of capital  stock of the
Corporation  which are owned  beneficially or of record by the person,  and (iv)
any other  information  relating  to the  person  that would be  required  to be
disclosed  in a  proxy  statement  or  other  filings  required  to be  made  in
connection with  solicitations of proxies for election of directors  pursuant to
Section 14 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"), and the rules and regulations promulgated  thereunder;  and (b) as to the
shareholder  giving  the  notice  (i)  the  name  and  record  address  of  such
shareholder,  (ii) the class or series and number of shares of capital  stock of
the Corporation  which are owned  beneficially or of record by such shareholder,
(iii)  the  description  of all  arrangements  or  understandings  between  such
shareholder and each proposed nominee and any other person or persons (including
their  names)  pursuant  to  which  the  nomination(s)  are to be  made  by such
shareholder,  (iv) a representation  that such shareholder  intends to appear in
person or by proxy at the meeting to nominate  the persons  named in its notice,
and (v) any  other  information  relating  to such  shareholder  that  would  be
required to be disclosed in a proxy  statement or other  filings  required to be
made in  connection  with  solicitations  of proxies for  election of  directors
pursuant  to  Section  14 of the  Exchange  Act and the  rules  and  regulations
promulgated thereunder.  Such notice must be accompanied by a written consent of
each proposed  nominee  consenting to being named as a nominee and to serve as a
director if elected.

         No  person  shall  be  eligible  for  election  as a  director  of  the
Corporation unless nominated in accordance with the procedures set forth in this
paragraph 8.03. If the Chairman of the meeting  determines that a nomination was
<PAGE>


not made in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the nomination  was defective and such defective  nomination
shall be disregarded.

         Section 8.04.  Vacancies.  Vacancies  and newly  created  directorships
resulting from any increase in the authorized  number of directors may be filled
by a majority of the directors then in office,  though less than a quorum, or by
a sole  remaining  director,  and the director so chosen shall hold office until
such director's successor shall have been duly elected and qualified unless such
director  shall  resign,  become  disqualified,  disabled or shall  otherwise be
removed.  If there are no directors in office, then an election of directors may
be held in the  manner  provided  by  statute.  If, at the time of  filling  any
vacancy or any newly created  directorship,  the directors  then in office shall
constitute  less than a majority of the whole Board of Directors (as constituted
immediately  prior to any  such  increase),  the  Court of  Chancery  may,  upon
application  of any  shareholder  or  shareholders  holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the right
to vote for such  directors,  summarily order an election to be held to fill any
such  vacancies  or newly  created  directorships,  or to replace the  directors
chosen by the directors then in office.

         Section 8.05. Resignations.  Any director of the corporation may resign
at any  time by  giving  written  notice  to the  Chairman  of the  Board or the
Secretary of the corporation.  Such resignation shall take effect at the date of
the receipt of such notice or at any later time  specified  therein and,  unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

         Section 8.06. Organization. At every meeting of the Board of Directors,
the Chairman of the Board,  if there be one, or, in the case of a vacancy in the
office or absence of the Chairman of the Board,  one of the  following  officers
present in the order stated:  the President;  the Vice President;  or a Chairman
chosen by a majority of the directors present, shall preside, and the Secretary,
or, in the Secretary's absence, an Assistant Secretary, or in the absence of the
Secretary and the Assistant Secretaries, any person appointed by the Chairman of
the meeting, shall act as Secretary.

         Section  8.07.  Place of Meeting.  The Board of Directors  may hold its
meetings,  both regular and special,  at such place or places  within or without
the State of Delaware as the Chairman of the Board or the Board of Directors may
from time to time  determine,  or as may be designated in the notice calling the
meeting.

         Section 8.08.  Organization  Meeting.   Immediately  after  each annual
<PAGE>


election of directors or other meeting at which the entire Board of Directors is
elected,  the newly  elected  Board of  Directors  shall meet for the purpose of
organization,  election of officers,  and the transaction of other business,  at
the place where said election of directors was held. Notice of such meeting need
not be given. Such  organization  meeting may be held at any other time or place
which shall be specified in a notice given as  hereinafter  provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the directors.

         Section  8.09.  Regular  Meetings.  Regular  meetings  of the  Board of
Directors  shall be held without  notice at such time and at such place as shall
be determined from time to time by the Board of Directors. Notice of any regular
meeting  shall be given in the manner  prescribed  for  special  meetings of the
Board of Directors.

         Section  8.10.  Special  Meetings.  Special  meetings  of the  Board of
Directors  shall  be held  whenever  called  by the  Chairman  of the  Board  of
Directors,  the President or on the written  request of three (3) or more of the
directors.  Notice  of each  such  meeting  shall be given to each  director  in
writing, or by telephone personally,  at least twenty-four (24) hours before the
time at which the meeting is to be held.  Each such notice  shall state the time
and place of the meeting to be so held.

         Section 8.11. Quorum, Manner of Acting and Adjournment. At all meetings
of the Board of  Directors a majority  of the total  number of  directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors,  except as may be otherwise  specifically provided by
statute or by the Certificate of Incorporation. If a quorum shall not be present
at any meeting of the Board of  Directors,  the  directors  present  thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 8.12.  Action by Unanimous  Written  Consent.  Unless otherwise
restricted by the  Certificate  of  Incorporation  or these  Bylaws,  any action
required or permitted to be taken at any meeting of the Board of Directors or of
any  committee  thereof  may be taken  without a meeting,  if all members of the
Board or  committee,  as the case may be,  consent  thereto in writing,  and the
writing or writings  are filed with the minutes of  proceedings  of the Board or
committee as the case may be.

         Section 8.13.  Interested  Directors  or  Officers.    No  contract  or
transaction  between  the  corporation  and  one or  more  of its  directors  or
officers,  or between the  corporation and any other  corporation,  partnership,
<PAGE>


association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or  participates  in the  meeting of the Board or  committee  thereof
which authorized the contract or transaction,  or solely because such director's
or officer's votes are counted for such purpose, if:

(1)  The  material  facts as to such  director's  or officer's  relationship  or
     interest and as to the contract or  transaction  are disclosed or are known
     to the Board of Directors or the  committee,  and the Board or committee in
     good faith authorizes the contract or transaction by the affirmative  votes
     of a majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

(2)  The  material  facts as to such  director's  or officer's  relationship  or
     interest and as to the contract or  transaction  are disclosed or are known
     to  the  shareholders  entitled  to  vote  thereon,  and  the  contract  or
     transaction  is  specifically  approved  in  good  faith  by  vote  of  the
     shareholders; or

(3)  The contract or transaction is fair as to the corporation as of the time it
     is authorized,  approved or ratified by the Board of Directors, a committee
     thereof, or the shareholders.

Common or interested  directors may be counted in determining  the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

         Section 8.14.  Compensation.  Each director who is not also an employee
of the corporation or any subsidiary thereof shall be paid such compensation for
such  director's  services and shall be  reimbursed  for such expenses as may be
fixed by the Board of Directors.

         Section  8.15.  Committees.  The Board of Directors  may, by resolution
passed by a majority  of the whole  Board of  Directors,  designate  one or more
committees,  each  committee  to consist of one or more of the  directors of the
corporation.  The Board of  Directors  may  designate  one or more  directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or disqualification of a
member of a committee,  the member or members thereof present at any meeting and
not disqualified from voting, whether o r  not  they  constitut e  a quorum, may
<PAGE>


unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting in place of any such absent or disqualified  member. Any such committee,
to the extent  provided in the resolution of the Board of Directors,  shall have
and may exercise  all the powers and  authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such  committee  shall have power or  authority  in  reference  to amending  the
certificate of incorporation,  adopting an agreement of merger or consolidation,
recommending  to  the  shareholders  the  sale,  lease  or  exchange  of  all or
substantially all of the corporation's property and assets,  recommending to the
shareholders  a dissolution of the  corporation or a revocation of  dissolution,
removing or  indemnifying  directors or amending  these  Bylaws;  and unless the
resolution  expressly so  provides,  no such  committee  shall have the power or
authority  to declare a dividend or to authorize  the issuance of stock.  Unless
the Board of Directors otherwise  provides,  each committee may adopt, amend and
repeal rules for the conduct of its  business.  In the absence of a provision by
the Board of  Directors  or a provision  in the rules of such  committee  to the
contrary,  a  majority  of the  entire  authorized  number  of  members  of such
committee shall constitute a quorum for the transaction of business, the vote of
a  majority  of the  members  present at a meeting at the time of such vote if a
quorum is present shall be the act of such committee, and in other respects each
committee  shall  conduct  its  business  in the  same  manner  as the  Board of
Directors conducts its business.


                                   ARTICLE IX

                          Notices - Waivers - Meetings

         Section 9.01. What Constitutes Notice.  Whenever,  under the provisions
of the  statutes or of the  Certificate  of  Incorporation  or of these  Bylaws,
written  notice is required to be given to any  director  or  shareholder,  such
notice  may be given to such  person,  either  personally  or by  sending a copy
thereof  through the mail,  by telegraph,  by private  delivery  service,  or by
facsimile  transmission,  charges prepaid, to such person's address appearing on
the books of the corporation.  If the notice is sent by mail, by telegraph or by
private  delivery  service,  it shall be deemed to have been given to the person
entitled  thereto when  deposited in the United  States mail or with a telegraph
office or private  delivery  service for  transmission  to such  person.  If the
notice is sent by facsimile transmission,  it shall be deemed to have been given
upon  transmission,  if  transmission  occurs  before 12:00 noon at the place of
receipt, and upon the day following  transmission,  if transmission occurs after
12:00 noon.

         Section 9.02.   Waivers  of  Notice.   Whenever  any  written notice is
required to be given under the provisions of the  Certificate of  Incorporation,
<PAGE>


these Bylaws, or by statute,  a waiver thereof in writing,  signed by the person
or persons  entitled  to such  notice,  whether  before or after the time stated
therein,  shall be deemed  equivalent to the giving of such notice.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the shareholders,  directors,  or members of a committee of directors need be
specified  in any  written  waiver of notice of such  meeting.  Attendance  of a
person, either in person or by proxy, at any meeting,  shall constitute a waiver
of notice  of such  meeting,  except  when a person  attends  a meeting  for the
express  purpose  of  objecting,  at  the  beginning  of  the  meeting,  to  the
transaction  of any  business  because the meeting  was not  lawfully  called or
convened.

         Section 9.03. Conference Telephone Meetings.  One or more directors may
participate in a meeting of the Board,  or of a committee of the Board, by means
of conference  telephone or similar  communications  equipment by means of which
all persons participating in the meeting can hear each other. Participation in a
meeting  pursuant to this Section  shall  constitute  presence in person at such
meeting.


                                    ARTICLE X

                                    Officers

         Section 10.01. Number,  Qualifications and Designation. The officers of
the  corporation  shall be  chosen  by the  Board of  Directors  and  shall be a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers as may be elected in accordance with the provisions of Section 10.03 of
this  Article.  One person may hold more than one office.  Officers  may be, but
need not be, directors or shareholders of the corporation.

         Section  10.02.  Election  and  Term of  Office.  The  officers  of the
corporation,  except those  elected by delegated  authority  pursuant to Section
10.03 of this Article, shall be elected annually by the Board of Directors,  and
each such  officer  shall  hold  such  officer's  office  until  such  officer's
successor shall have been elected and qualified, or until such officer's earlier
resignation or removal.

         Section 10.03.  Subordinate Officers,  Committees and Agents. The Board
of  Directors  may from time to time,  elect such other  officers,  employees or
other agents as it deems necessary,  who shall hold their offices for such terms
and shall  exercise such powers and perform such duties as are provided in these
Bylaws, or as the Board of Directors may from time to time determine.  The Board
of  Directors  may  delegate  to any  officer  or  committee  the power to elect
<PAGE>


subordinate  officers  and to retain or appoint  employees or other  agents,  or
committees  thereof,   and  to  prescribe  the  authority  and  duties  of  such
subordinate officers, committees, employees or other agents.

         Section  10.04.  Resignations.  Any  officer or agent may resign at any
time by giving written notice to the Board of Directors,  or to the President or
the Secretary of the corporation.  Any such resignation shall take effect at the
date of the receipt of such notice or at any later time  specified  therein and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

         Section 10.05. Removal. Any officer, committee, employee or other agent
of the corporation may be removed,  either for or without cause, by the Board of
Directors or other authority which elected or appointed such officer,  committee
or other agent  whenever in the judgment of such authority the best interests of
the corporation will be served thereby.

         Section  10.06.  Vacancies.  A vacancy in any office  because of death,
resignation, removal,  disqualification,  or any other cause, shall be filled by
the Board of Directors or by the officer or committee to which the power to fill
such officer has been  delegated  pursuant to Section 10.03 of this Article,  as
the case may be, and if the office is one for which  these  Bylaws  prescribe  a
term, shall be filled for the unexpired portion of the term.

         Section 10.07.  General  Powers.  All officers of the  corporation,  as
between themselves and the corporation, shall, respectively, have such authority
and perform  such duties in the  management  of the  property and affairs of the
corporation  as may  be  determined  by  these  Bylaws,  or in  the  absence  of
controlling  provisions  in the Bylaws,  as may be provided by resolution of the
Board of Directors.

         Section  10.08.  The  President.  The President  shall,  subject to the
control of the Board of Directors,  have general and active  supervision  of the
affairs,  business,  officers and  employees of the  corporation.  The President
shall have  authority  to sign,  execute,  and  acknowledge,  in the name of the
corporation deeds, mortgages, bonds, contracts or other instruments,  authorized
by the Board of  Directors,  except in cases  where the  signing  and  execution
thereof shall be expressly delegated by the Board of Directors, or these Bylaws,
to some other officer or agent of the  corporation.  The President  shall,  from
time to time, in the President's discretion or at the order of the Board, submit
to the Board  reports of the  operations  and  affairs of the  corporation.  The
President shall also perform such other duties and have such other powers as may
be assigned to the President from time to time by the Board of Directors.
<PAGE>

         Section 10.09. The Chairman. The Chairman of the Board shall preside at
all  meetings  of the  shareholders  and of the  Board of  Directors,  and shall
perform  such other  duties as may from time to time be assigned to the Chairman
by the Board of Directors.

         Section 10.10.  The Vice Presidents.  The corporation may have one or
more Vice Presidents, having such duties as from time to time may be determined
by the Board of Directors or by the President.

         Section 10.11. The Secretary.  The Secretary shall keep full minutes of
all  meetings of the  shareholders  and of the Board of  Directors;  shall be ex
officio  Secretary of the Board of  Directors;  shall attend all meetings of the
shareholders  and of the Board of  Directors;  shall record all the votes of the
shareholders  and of the  directors  and  the  minutes  of the  meetings  of the
shareholders  and of the Board of Directors  and of committees of the Board in a
book or books to be kept for that purpose. The Secretary shall give, or cause to
be given,  notices of all meetings of the shareholders of the corporation and of
the Board of Directors;  shall be the  custodian of the seal of the  corporation
and see that it is  affixed to all  documents  to be  executed  on behalf of the
company  under  its  seal;  shall  have   responsibility  for  the  custody  and
safekeeping  of all permanent  records and other  documents of the  corporation;
and, in general,  shall  perform all duties  incident to the office of Secretary
and such other duties as may be  prescribed  by the Board of Directors or by the
President,  under  whose  supervision  the  Secretary  shall  be.  The  Board of
Directors may elect one or more Assistant  Secretaries to perform such duties as
shall from time to time be  assigned  to them by the Board of  Directors  or the
President.

         Section 10.12.  The Treasurer.  The Treasurer shall have or provide for
the custody of all funds,  securities  and other  property  of the  corporation;
shall  collect  and receive or provide  for the  collection  or receipt of money
earned by or in any manner due to or received by the corporation;  shall deposit
or cause to be deposited all said moneys in such banks or other  depositories as
the Board of Directors may from time to time designate; shall make disbursements
of  corporate  funds upon  appropriate  vouchers;  shall keep full and  accurate
accounts of  transactions  of the  Treasurer's  office in books belonging to the
corporation;  shall,  whenever so required by the Board of Directors,  render an
accounting showing the Treasurer's  transactions as Treasurer, and the financial
condition of the corporation;  and, in general, shall discharge any other duties
as may from time to time be assigned to the Treasurer by the Board of Directors.
The Board of Directors may elect one or more Assistant Treasurers to perform the
duties of the  Treasurer  as shall from time to time be  assigned to them by the
Board of Directors or the Treasurer.
<PAGE>

         Section 10.13.  Officer's  Bonds. Any officer shall give a bond for the
faithful  discharge of such officer's  duties in such sum, if any, and with such
surety or sureties as the Board of Directors shall require.  The corporation may
obtain such bonds at its expense as the Board of Directors shall require.

         Section  10.14.  Compensation.  The  compensation  of the  officers and
agents of the  corporation  be fixed from time to time by the Board of Directors
or by such  committee  as may be  designated  by the Board of  Directors  to fix
salaries or other compensation of officers.


                                   ARTICLE XI

                      Certificates of Stock, Transfer, Etc.

         Section 11.01.  Issuance.  The certificate for stock of the corporation
shall be numbered  and  registered  in the stock  ledger and  transfer  books or
equivalent  records of the corporation as they are issued.  They shall be signed
by the  President,  or a Vice  President,  and by the  Secretary or an Assistant
Secretary  or the  Treasurer  or an  Assistant  Treasurer,  and  shall  bear the
corporate seal, which may be a facsimile, engraved or printed. Any of or all the
signatures upon such certificate may be a facsimile, engraved or printed if such
certificate  of stock is signed or  countersigned  by a  transfer  agent or by a
registrar.  In case any officer,  transfer agent or registrar who has signed, or
whose facsimile  signature has been placed upon any share certificate shall have
ceased to be such officer, transfer agent or registrar before the certificate is
issued, it may be issued with the same effect as if such officer, transfer agent
or registrar  were such officer,  transfer agent or registrar at the date of its
issue.

         Section  11.02.   Transfer.   Transfers  of  shares  of  stock  of  the
corporation  shall be made on the books of the corporation upon surrender of the
certificates  therefor,  endorsed by the person named in the  certificate  or by
attorney lawfully constituted in writing. No transfer shall be made inconsistent
with the provisions of the Uniform Commercial Code, Article 8 of Title 5A of the
Delaware Code, and its amendments and supplements.

         Section  11.03.   Stock   Certificates.   Stock   certificates  of  the
corporation  shall be in such form as provided  by statute  and  approved by the
Board of Directors. The stock record books and the blank stock certificate books
shall be kept by the  Secretary  or by any  agency  designated  by the  Board of
Directors for that purpose.
<PAGE>

         Section 11.04. Lost, Stolen, Destroyed, or Mutilated Certificates.  The
Board of Directors may direct a new  certificate or certificates to be issued in
place of any certificate or certificates  theretofore  issued by the corporation
alleged to have been lost, stolen or destroyed,  upon the making of an affidavit
of the fact by the person claiming the  certificate of stock to be lost,  stolen
or destroyed.  When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require  the owner of such  lost,  stolen or  destroyed
certificate or certificates,  or such owner's legal representative,  to give the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

         Section  11.05.  Record  Holder of  Shares.  The  corporation  shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on it books as the owner of
shares,  and shall not be bound to recognize  any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
the laws of Delaware.

         Section 11.06.  Determination of Shareholders of Record.  In order that
the corporation may determine the shareholders  entitled to notice of or to vote
at any  meeting of  shareholders  or any  adjournment  thereof,  or  entitled to
receive  payment of any  dividend  or other  distribution  or  allotment  of any
rights, or entitled to exercise any rights in respect of any change,  conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting,  nor more than
sixty (60) days prior to any other action. If no record date is fixed:

                  (1)      The record date for determining shareholders entitled
                           to notice of or to vote at a meeting of  shareholders
                           shall  be at the  close of  business  on the day next
                           preceding  the day on which  notice is given,  or, if
                           notice is waived, at the close of business on the day
                           next preceding the day on which the meeting is held.

                  (2)      The record date for determining  shareholders for any
                           other  purpose  shall be at the close of  business on
                           the day on which the Board of  Directors  adopts  the
                           resolution relating thereto.
<PAGE>


Only such  shareholders  as shall be  shareholders  on the record  date fixed or
determined  as  aforesaid  shall be  entitled  to  notice  of or to vote at such
meeting or adjournment,  or entitled to receive payment of any dividend or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action.  A  determination  of  shareholders  of record  entitled to
notice of or to vote at a meeting of shareholders shall apply to any adjournment
of the meeting;  provided,  however,  that the Board of Directors  may fix a new
record date for the adjourned meeting.


                                   ARTICLE XII

                  Indemnification of Directors, Officers, Etc.

         Section  12.01.  Directors and Officers;  Third Party  Actions.  To the
fullest extent of Delaware law, the corporation  shall indemnify any director or
officer of the  corporation  who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact such  director or
officer is or was an authorized  representative of the corporation  (which,  for
the  purposes of this  Article and Article  XIII of these  Bylaws,  shall mean a
director,  officer, employee or agent of the corporation,  or a person who is or
was serving at the request of the corporation as a director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise)  for,  from  and  against  expenses  (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such director or officer in connection  with such action,  suit or proceeding
if such director or officer acted in good faith and in a manner such director or
officer  reasonably  believed to be in, or not opposed to, the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe such director's or officer's  conduct was unlawful.
The  termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner which such director or officer  reasonably  believed to be
in, or not opposed to, the best interests of the corporation,  and, with respect
to any criminal action or proceeding,  had reasonable cause to believe that such
director's or officer's conduct was unlawful.

         Section 12.02.   Directors  and  Officers;   Derivative  Actions.   The
corporation  shall  indemnify any director or officer of the corporation who was
<PAGE>

or is a party or is threatened to be made a party to any threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such  director or officer is or
was an  authorized  representative  of the  corporation,  for,  from and against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
director or officer in connection  with the defense or settlement of such action
or suit if such  director  or  officer  acted  in  good  faith  and in a  manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable for  negligence or misconduct in the  performance  of such  director's or
officer's duty to the  corporation  unless and only to the extent that the Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other courts shall deem proper.

         Section 12.03.  Employees and Agents.  To the extent that an authorized
representative  of the  company  who neither was nor is a director or officer of
the corporation has been successful on the merits or otherwise in defense of any
action,  suit or  proceeding  referred  to in  Sections  12.01 and 12.02 of this
Article  or in  defense  of any  claim,  issue or  matter  therein,  he shall be
indemnified  by the  corporation  for,  from  and  against  expenses  (including
attorneys'   fees)   actually  and  reasonably   incurred  by  such   authorized
representative in connection therewith.  Such an authorized  representative may,
at the discretion of the Board of Directors,  be indemnified by the  corporation
in any other circumstances to any extent if the corporation would be required by
Sections  12.01 and  12.02 of this  Article  to  indemnify  such  person in such
circumstances to such extent if such authorized  representative were or had been
a director or officer of the corporation.

         Section 12.04. Procedure for Effecting Indemnification. Indemnification
under Section  12.01,  12.02 or 12.03 of this Article shall be made when ordered
by a court  and  shall be made in a  specific  case  upon a  determination  that
indemnification  of the authorized  representative  is required or proper in the
circumstances  because such  authorized  representative  has met the  applicable
standard of conduct set forth in Sections  12.01 or 12.02 of this Article.  Such
determination shall be made:

                  (1)      By  the  Board  of  Directors by a majority vote of a
                           quorum  consisting  of directors who were not parties
                           to such action, suit or proceeding, or
<PAGE>

                  (2)      If  such a  quorum  is not  obtainable,  or,  even if
                           obtainable   a   majority   vote  of  a   quorum   of
                           disinterested  directors so directs,  by  independent
                           legal counsel in a written opinion, or

                  (3)      By the shareholders.

If a claim under this Article XII is not paid in full by the corporation  within
ninety (90) days after a written claim has been received by the corporation, the
claimant  may at any time  thereafter  bring suit  against  the  corporation  to
recover the unpaid  amount of the claim and if  successful  in whole or in part,
the claimant shall be entitled to be paid also the expense of  prosecuting  such
claim. It shall be a defense to any such action (other than an action brought to
enforce  a  claim  for  expenses  incurred  in  defending  any  action,  suit or
proceeding in advance of its final  disposition  where the required  undertaking
has  been  tendered  to the  corporation)  that  the  claimant  has  not met the
standards of conduct which make it permissible  for the corporation to indemnify
the  claimant  for the amount  claimed,  but the burden of proving  such defense
shall be on the corporation.  Neither the failure of the corporation  (including
its Board of Directors,  independent  legal counsel or its shareholders) to have
made  a   determination   prior  to  the   commencement   of  such  action  that
indemnification  of the  claimant is proper in the  circumstances  because  such
claimant had met the applicable standard of conduct, nor an actual determination
by the corporation (including its Board of Directors, independent legal counsel,
or its shareholders)  that the claimant has not met such applicable  standard of
conduct shall be a defense to the action or create a  presumption  that claimant
had not met the applicable standard of conduct.

         Section 12.05. Advancing Expenses. Expenses (including attorneys' fees)
incurred in defending a civil or criminal action, suit or proceeding may be paid
by the corporation in advance of the final  disposition of such action,  suit or
proceeding,  as  authorized  by the Board of Directors in a specific  case or if
requested by the Board of Directors upon a written opinion of independent  legal
counsel,  upon  receipt  of an  undertaking  by or on  behalf  of an  authorized
representative  to repay such amount  unless it shall  ultimately  be determined
that  such  authorized  representative  is  entitled  to be  indemnified  by the
corporation as required in this Article or authorized by law.

         Section  12.06.  Scope of  Article.  Each  person  who  shall act as an
authorized representative of the corporation,  shall be deemed to be doing so in
reliance  upon such rights of  indemnification  as are provided in this Article.
The indemnification provided by the Article shall not be deemed exclusive of any
other rights to which those seeking  indemnification  may be entitled  under any
agreement,   vote  of  shareholders  or  disinterested  directors,   statute  or
<PAGE>


otherwise,  both as to  action  in  such  authorized  representative's  official
capacity  and as to action in another  capacity  while  holding  such  office or
position,  and shall  continue as to a person who has ceased to be an authorized
representative  of the corporation and shall insure to the benefit of the heirs,
executors and administrators of such a person.


                                  ARTICLE XIII

                                    Insurance

         Section 13.01.  Insurance Against Liability Asserted Against Directors,
Officers,  Etc.  The  corporation,  whenever  so  authorized  by  the  Board  of
Directors,  may  purchase and  maintain  insurance  on behalf of any  authorized
representative,  as said  term is  defined  in  Section  12.01 of these  Bylaws,
against any  liability  asserted  against  such  authorized  representative  and
incurred by such authorized  representative in such capacity,  or arising out of
such authorized  representative's status as such, whether or not the corporation
would be authorized or required to indemnify such authorized  representative  by
law or Article XII of these Bylaws.

                                   ARTICLE XIV

                                  Miscellaneous

         Section 14.01.  Corporate  Seal. The corporate seal of the  corporation
shall  have  inscribed  thereon  the  name of the  corporation,  the year of its
incorporation and the words "Corporate Seal,  Delaware." The seal may be used by
causing it or a  facsimile  thereof  to be  impressed  or  affixed or  otherwise
reproduced.

         Section 14.02.  Checks.  All checks,  notes, bills of exchange or other
orders in  writing  shall be signed by such  person or  persons  as the Board of
Directors,  or officer or  officers  authorized  by  resolution  of the Board of
Directors may, from time to time, designate.

         Section 14.03. Contracts. Except as otherwise provided in these Bylaws,
the Board of  Directors  may  authorize  any officer or officers  including  the
President  and any Vice  President,  or any agent or  agents,  to enter into any
contract or to execute or deliver any  instrument  on behalf of the  corporation
and such authority may be general or confined to specific instances.

         Section 14.04.  Inspection.   The  books,  accounts  and records of the
corporation  may be kept  (subject  to any  provision  in the  Delaware  General
Corporation Law) outside the State of Delaware at such place or places as may be
<PAGE>


designated  from  time to time by the Board of  Directors  and shall be open for
inspection in person by any member of the Board of Directors at all times.

         Section 14.05.  Fiscal Year.   The fiscal year of the corporation shall
be determined by the Board of Directors.


                                   ARTICLE XV

                                   Amendments

         Section 15.01.  Amendments.   These  Bylaws may be amended or repealed,
and new Bylaws adopted, by the Board of Directors.




                                              
 60185.2

<PAGE>




                                    EXHIBIT D

                                   ARTICLE 113

                               Dissenters' Rights

                                     PART I

                      Right of Dissent--Payment for Shares

         7-113-101         DEFINITIONS--For purposes of this article:

         (1) "Beneficial  shareholder" means the beneficial owner of shares held
in a voting trust or by a nominee as the record shareholder.

         (2)  "Corporation"  means the issuer of the shares  held by a dissenter
before the corporate action,  or the surviving or acquiring  domestic or foreign
corporation, by merger or share exchange of that issuer.

         (3)  "Dissenter"  means a  shareholder  who is entitled to dissent from
corporate  action under section  7-113-102  and who exercises  that right at the
time and in the manner required by part 2 of this article.

         (4) "Fair value" with respect to a dissenter's shares,  means the value
of the shares  immediately  before the effective date of the corporate action to
which the dissenter  objects,  excluding any  appreciation  or  depreciation  in
anticipation  of the corporate  action except to the extent that exclusion would
be inequitable.

         (5) "Interest"  means interest from the effective date of the corporate
action  until the date of payment,  at the average  rate  currently  paid by the
corporation  on its  principal  bank  loans  or, if none,  at the legal  rate as
specified in section 5-12-101, C.R.S.

         (6)  "Record  shareholder"  means the person in whose  name  shares are
registered in the records of a  corporation  of the  beneficial  owner of shares
that are  registered  in the  name of a  nominee  to the  extent  such  owner is
recognized  by the  corporation  as  the  shareholder  as  provided  in  section
7-107-204.

         (7)  "Shareholder" means either a record shareholder  or  a  beneficial
shareholder.




 60171.1

<PAGE>



         7-113-102         RIGHT TO DISSENT:

         (1) A  shareholder,  whether or not  entitled  to vote,  is entitled to
dissent  and obtain  payment of the fair value of his or her shares in the event
of any of the following corporate actions:

                  (a)      Consummation  of  a  plan  of  merger  to  which  the
                  corporation is a party
                  if:

                                    (I)     Approval by the shareholders of that
                                    corporation  is  required  for the merger by
                                    section  7-111-103  or  7-111-104  or by the
                                    articles of incorporation, or

                                    (II)    The corporation is a subsidiary that
                                    is merged with its  parent corporation under
                                    section 7-111-104;

                  (b)      Consummation of a plan of share exchange to which the
                  corporation is a party as the corporation whose shares will be
                  acquired.

                  (c)  Consummation  of  a  sale,  lease,   exchange,  or  other
                  disposition of all, or  substantially  all, of the property of
                  the corporation for which a shareholder vote is required under
                  section 7-112-102(1); and

                  (d)  Consummation  of  a  sale,  lease,   exchange,  or  other
                  disposition of all, or  substantially  all, of the property of
                  an entity controlled by the corporation if the shareholders of
                  the corporation  were entitled to vote upon the consent of the
                  corporation   to   the   disposition   pursuant   to   section
                  7-112-102(2).

         (2) A  shareholder,  whether or not  entitled  to vote,  is entitled to
dissent and obtain payment of the fair value of the shareholder's  shares in the
event of:

                  (a)      An  amendment  to  the articles of incorporation that
                  materially  and  adversely  affects  rights  in respect of the
                  shares because it:

                                    (I)     Alters  or  abolishes a preferential
                           right of the shares; or

                                    (II) Creates,  alters,  or abolishes a right
                           in respect of redemption  of the shares,  including a
                           provision   respecting   a  sinking  fund  for  their
                           redemption or repurchase; or

                  (b)      An  amendment  to  the articles of incorporation that
                  affects rights in respect of the shares because it:
<PAGE>

                                    (I)  Excludes  or  limits  the  right of the
                           shares to vote on any matter,  or to cumulate  votes,
                           other than a limitation by dilution  through issuance
                           of shares or other  securities  with  similar  voting
                           rights; or

                                    (II)  Reduces the number of shares  owned by
                           the  shareholder to a fraction of a share or to scrip
                           if the fractional  share or scrip so created is to be
                           acquired  for cash or the scrip is to be voided under
                           section 7-106-104.

         (3) A shareholder is entitled to dissent and obtain payment of the fair
value of the  shareholder's  shares in the event of any corporate  action to the
extent provided by the bylaws or a resolution of the board of directors.

         (4) A  shareholder  entitled  to  dissent  and obtain  payment  for the
shareholder's  shares under this article may not challenge the corporate  action
creating  such  entitlement  unless the action is  unlawful or  fraudulent  with
respect to the shareholder or the corporation.

         7-113-103         DISSENT BY NOMINEES AND BENEFICIAL OWNERS

         (1) A record shareholder may assert dissenters' rights as to fewer than
all the shares  registered in the record  shareholder's  name only if the record
shareholder  dissents with respect to all shares  beneficially  owned by any one
person and causes the  corporation  to receive  written notice which states such
dissent and the name, address,  and federal taxpayer  identification  number, if
any, of each person on whose behalf the record shareholder  asserts  dissenters'
rights.  The  rights  of a record  shareholder  under  this  subsection  (1) are
determined as if the shares as to which the record shareholder  dissents and the
other shares of the record shareholder were registered in the names of different
shareholders.

         (2)      A  beneficial  shareholder may assert dissenters' rights as to
the shares held on the beneficial shareholder's behalf only if;

                  (a) The  beneficial  shareholder  causes  the  corporation  to
                  receive  the  record  shareholder's  written  consent  to  the
                  dissent  not later  than the time the  beneficial  shareholder
                  asserts dissenters' rights; and

                  (b) The  beneficial  shareholder  dissents with respect to all
                  shares beneficially owned by the beneficial shareholder.

         (3)  The  corporation  may  require  that,  when a  record  shareholder
dissents  with  respect  to the  shares  held  by any  one  or  more  beneficial
shareholders,  each such beneficial  shareholder must certify to the corporation
that  the  beneficial   shareholder   and  the  record   shareholder  or  record
<PAGE>


shareholders of all shares owned beneficially by the beneficial shareholder have
asserted, or will timely assert,  dissenters' rights as to all such shares as to
which there is no limitation on the ability to exercise  dissenters' rights. Any
such  requirement  shall be stated in the  dissenters'  notice given pursuant to
section 7-113-203.

                                     PART 2

                  Procedure for Exercise of Dissenters' Rights

         7-113-201         NOTICE OF DISSENTERS' RIGHTS

         (1) If a proposed  corporate action creating  dissenters'  rights under
section 7-113- 102 is submitted to a vote at a shareholders' meeting, the notice
of the meeting  shall be given to all  shareholders,  whether or not entitled to
vote. The notice shall state that  shareholders are or may be entitled to assert
dissenters' rights under this article and shall be accompanied by a copy of this
article and the materials, if any, that under articles 101 to 117 of this title,
are required to be given to shareholders entitled to vote on the proposed action
at the  meeting.  Failure to give notice as provided by this  subsection  (1) to
shareholders  not  entitled  to vote shall not  affect  any action  taken at the
shareholders' meeting for which the notice was to have been given.

         (2) If a proposed  corporate action creating  dissenters'  rights under
section 7-113- 102 is authorized  without a meeting of shareholders  pursuant to
section 7-107-104,  any written or oral solicitation of a shareholder to execute
a writing  consenting to such action  contemplated in section 7-107-104 shall be
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters'  rights under this article,  by a copy of this
article,  and by the materials,  if any, that, under articles 101 to 117 of this
title, would have been required to be given to shareholders  entitled to vote on
the  proposed  action  if the  proposed  action  were  submitted  to a vote at a
shareholders' meeting. Failure to give notice as provided by this subsection (2)
to shareholders  not entitled to vote shall not affect any action taken pursuant
to section 7-107-104 for which the notice was to have been given.

         7-113-202         NOTICE OF INTENT TO DEMAND PAYMENT

         (1) If a proposed  corporate action creating  dissenters'  rights under
section  7-113-  102  is  submitted  to a vote  at a  shareholders'  meeting,  a
shareholder who wishes to assert dissenters' rights shall:

                  (a) Cause  the  corporation  to  receive,  before  the vote is
                  taken, written notice of the shareholder's intention to demand
                  payment for the shareholder's shares if the proposed corporate
                  action is effectuated; and

                  (b) Not  vote  the  shares  in favor of the proposed corporate
                  action.
<PAGE>

         (2) If a proposed  corporate action creating  dissenters'  rights under
section 7-113- 102 is authorized  without a meeting of shareholders  pursuant to
section  7-107-104,  a shareholder who wishes to assert dissenters' rights shall
not execute a writing consenting to the proposed corporate action.

         (3) A shareholder  who does not satisfy the  requirements of subsection
(1)  or  (2)  of  this  action  is  not  entitled  to  demand  payment  for  the
shareholder's shares under this article.

         7-113-203         DISSENTERS' NOTICE

         (1) If a proposed  corporate action creating  dissenters'  rights under
section  7-113-  102  is  authorized,  the  corporation  shall  give  a  written
dissenters'  notice to all  shareholders  who are entitled to demand payment for
their shares under this article.

         (2) The  dissenter's  notice required by subsection (1) of this section
shall be given no later than ten days after the effective  date of the corporate
action creating dissenters' rights under section 7-113-102 and shall:

                  (a) State  that  the corporate action was authorized and state
         the effective date or proposed effective date of the corporate action;

                  (b) State  an  address  at  which the corporation will receive
         payment  demands  and  the  address  of  a place where certificates for
         certificated shares must be deposited;

                  (c) Inform  holders  of  uncertificated  shares to what extent
         transfer of the  shares will be restricted after  the payment demand is
         received;

                  (d) Supply  a  form  for  demanding  payment, which form shall
         request a dissenter to state an address to which payment is to be made;

                  (e) Set the date by which the  corporation  must  receive  the
         payment demand and  certificates for  certificated  shares,  which date
         shall not be less than thirty  days after the date the notice  required
         by subsection (1) of this section is given;

                  (f) State  the  requirement  contemplated in section 7-113-103
         (3), if such requirement is imposed; and

                  (g) Be accompanied by a copy of this article.



 60171.1

<PAGE>




         7-113-204         PROCEDURE TO DEMAND PAYMENT

         (1) A shareholder who is given a dissenters' notice pursuant to section
7-113-203 and who wishes to assert  dissenters' rights shall, in accordance with
the terms of the dissenters' notice:

                  (a) Cause the corporation to receive a payment  demand,  which
         may be the payment demand form contemplated in section 7-113-102(2)(d),
         duly completed, or may be stated in another writing; and

                  (b) Deposit  the  shareholder's  certificates for certificated
         shares.

         (2) A shareholder who demands payment in accordance with subsection (1)
of this  section  retains  all  rights  of a  shareholder,  except  the right to
transfer the shares,  until the effective date of the proposed  corporate action
giving rise to the shareholder's exercise of dissenters' rights and has only the
right to  receive  payment  for the  shares  after  the  effective  date of such
corporate action.

         (3)  Except  as  provided  in section 7-113-207 or 7-113-209(1)(b), the
demand for payment and deposit of certificates are irrevocable.

         (4)  A  shareholder  who  does  not  demand  payment  and  deposit  the
Shareholder's  share  certificates  as  required by the date or dates set in the
dissenters' notice is not entitled to payment for the shares under this article.

         7-113-205         UNCERTIFICATED SHARES

         (1) Upon receipt of a demand for payment under section 7-113-204 from a
shareholder  holding  uncertificated  shares,  and in  lieu  of the  deposit  of
certificates  representing the shares, the corporation may restrict the transfer
thereof.

         (2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertificated shares.

         7-113-206         PAYMENT

         (1) Except as provided in section 7-113-208, upon the effective date of
the corporate action creating dissenters' rights under section 7-113-102 or upon
receipt of a payment demand pursuant to section  7-113-204,  whichever is later,
the corporation shall pay each dissenter who complied with section 7-113-204, at
the address stated in the payment demand, or if no such address is stated in the
<PAGE>


payment  demand,  at the address shown on the  corporation's  current  record of
shareholders  for the record  shareholder  holding the dissenter's  shares,  the
amount the corporation estimates to be the fair value of the dissenter's shares,
plus accrued interest.

         (2) The  payment  made pursuant to subsection (1) of this section shall
be accompanied by:

                  (a) The corporation's  balance sheet as of the end of its most
         recent  fiscal  year or, if that is not  available,  the  corporation's
         balance  sheet  as of the end of a fiscal  year  ending  not more  than
         sixteen months before the date of payment, an income statement for that
         year, and, if the corporation  customarily  provides such statements to
         shareholders,  a statement of changes in shareholders'  equity for that
         year and a statement of cash flow for that year,  which  balance  sheet
         and statements  shall have been audited if the corporation  customarily
         provides audited financial  statements to shareholders,  as well as the
         latest  available  financial  statements,  if any,  for the  interim or
         full-year period, which financial statements need not be audited;

                  (b) A  statement  of  the  corporation's  estimate of the fair
         value of the shares;

                  (c) An explanation of how the interest was calculated;

                  (d) A statement  of  the  dissenter's  right to demand payment
         under section 7-113-209; and

                  (e) A copy of this article.

         7-113-207 FAILURE TO TAKE ACTION

         (1) If the effective date of the corporate action creating  dissenters'
rights under section  7-113-102  does not occur within sixty days after the date
set by the corporation by which the corporation  must receive the payment demand
as provided in section  7-113-203,  the  corporation  shall return the deposited
certificates  and release the transfer  restrictions  imposed on  uncertificated
shares.

         (2) If the effective date of the corporate action creating  dissenters'
rights under section 7-113-102 occurs more than sixty days after the date set by
the  corporation  by which the  corporation  must receive the payment  demand as
provided in section 7-113-203, then the corporation shall send a new dissenters'
notice,  as  provided  in section  7-113-203,  and the  provisions  of  sections
7-113-204 to 7-113-209 shall again be applicable.




 60171.1

<PAGE>



         7-113-208  SPECIAL PROVISIONS RELATING TO SHARES ACQUIRED
AFTER ANNOUNCEMENT OF PROPOSED CORPORATE ACTION

         (1) The  corporation  may,  in or with  the  dissenters'  notice  given
pursuant to section 7-113-203,  state the date of the first announcement to news
media or to shareholders of the terms of the proposed  corporate action creating
dissenters'  rights under section 7-113- 102 and state that the dissenter  shall
certify in writing,  in or with the  dissenter's  payment  demand under  section
7-113-204,  whether  or not  the  dissenter  (or  the  person  on  whose  behalf
dissenters'  rights are asserted)  acquired  beneficial  ownership of the shares
before  that  date.  With  respect to any  dissenter  who does not so certify in
writing,  in or with the payment  demand,  that the  dissenter  or the person on
whose  behalf the  dissenter  asserts  dissenters'  rights  acquired  beneficial
ownership of the shares before such date, the corporation may, in lieu of making
the payment  provided in section  7-113-206,  offer to make such  payment if the
dissenter agrees to accept it in full satisfaction of the demand.

         (2) An offer to make payment under subsection (1) of this section shall
include or be accompanied by the information required by section 7-113-206(2).

         7-113-209 PROCEDURE IF DISSENTER IS DISSATISFIED WITH PAYMENT
OR OFFER

         (1) A dissenter  may give notice to the  corporation  in writing of the
dissenter's  estimate  of the fair  value of the  dissenter's  shares and of the
amount of interest due and may demand payment of such estimate, less any payment
made under section  7-113-206,  or reject the corporation's  offer under section
7-113-208  and demand  payment of the fair value of the shares and interest due,
if:

                  (a) The dissenter  believes that the amount paid under section
         7-113-206  or offered  under  section  7-113-208  is less than the fair
         value  of  the  shares  or  that  the  interest  due  was   incorrectly
         calculated;

                  (b) The  corporation  fails  to  make  payment  under  section
         7-113-206  within sixty days after the date set by the  corporation  by
         which the corporation must receive the payment demand; or

                  (c) The corporation does not return the deposited certificates
         or release the transfer  restrictions imposed on uncertificated  shares
         as required by section 7-113- 207(1).

         (2) A dissenter  waives the right to demand  payment under this section
unless the dissenter  causes the  corporation to receive the notice  required by
subsection (1) of this section within thirty days after the corporation  made or
offered payment for the dissenter's shares.
<PAGE>

                                     PART 3

                          Judicial Appraisal of Shares

         7-113-301  COURT ACTION

         (1) If a demand for payment under section 7-113-209 remains unresolved,
the  corporation  may,  within sixty days after  receiving  the payment  demand,
commence a proceeding  and petition the court to determine the fair value of the
shares and accrued interest. If the corporation does not commence the proceeding
within the sixty-day period, it shall pay to each dissenter whose demand remains
unresolved the amount demanded.

         (2)  The  corporation  shall  commence  the  proceeding   described  in
subsection (1) of this section in the district court of the county in this state
where the  corporation's  principal office is located or, if it has no principal
office  in this  state,  in the  district  court  of the  county  in  which  its
registered  office is  located.  If the  corporation  is a  foreign  corporation
without a registered  office in this state,  it shall commence the proceeding in
the county in this state where the registered office of the domestic corporation
merged into,  or whose  shares were  acquired  by, the foreign  corporation  was
located.

         (3) The corporation shall make all dissenters, whether or not residents
of this  state,  whose  demands  remain  unresolved  parties  to the  proceeding
commenced  under  subsection  (2) of this section as in an action  against their
shares, and all parties shall be served with a copy of the petition.  Service on
each dissenter  shall be by registered or certified  mail, to the address stated
in such  dissenter's  payment  demand,  or if no such  address  is stated in the
payment  demand,  at the address shown on the  corporation's  current  record of
shareholders for the record  shareholder  holding the dissenter's  shares, or as
provided by law.

         (4) The  jurisdiction of the court in which the proceeding is commenced
under  subsection  (2) of this section is plenary and  exclusive.  The court may
appoint one or more persons as  appraisers  to receive  evidence and recommend a
decision on the question of fair value. The appraisers have the powers described
in the order  appointing them, or in any amendment to such order. The parties to
the  proceeding  are entitled to the same  discovery  rights as parties in other
civil proceedings.

         (5) Each  dissenter  made a party  to the  proceeding  commenced  under
subsection  (2) of this section is entitled to judgment for the amount,  if any,
by which  the  court  finds  the  fair  value of the  dissenter's  shares,  plus
interest,  exceeds  the amount paid by the  corporation,  or for the fair value,
plus interest,  of the dissenter's  shares for which the corporation  elected to
withhold payment under section 7-113-208.




 60171.1

<PAGE>


         7-113-302  COURT COSTS AND COUNSEL FEES

         (1) The  court  in an  appraisal  proceeding  commenced  under  section
7-311-301 shall determine all costs of the proceeding,  including the reasonable
compensation and expenses of appraisers  appointed by the court. The court shall
assess the costs against the corporation; except that the court may assess costs
against all or some of the dissenters,  in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or not
in good faith in demanding payment under section 7-113-209.

         (2) The court may also  assess the fees and  expenses  of  counsel  and
experts for the respective parties, in amounts the court finds equitable:

                  (a) Against the corporation and in favor of any  dissenters if
         the court finds the corporation did not substantially comply  with  the
         requirements of part 2 of this article; or

                  (b) Against either the corporation or one or more  dissenters,
         in favor of any other party,  if the court finds that the party against
         whom the fees and expenses are assessed acted arbitrarily, vexatiously,
         or not in good  faith  with  respect  to the  rights  provided  by this
         article.

         (3) If the court finds that the  services of counsel for any  dissenter
were of substantial benefit to other dissenters similarly situated, and that the
fees for those  services  should not be assessed  against the  corporation,  the
court may award to said  counsel  reasonable  fees to be paid out of the amounts
awarded to the dissenters who were benefitted.






 60171.1

<PAGE>
                         DISSENTER'S DEMAND FOR PAYMENT



TO:      Sage Resources, Inc.
         10 Exchange Place, #309
         Salt Lake City, UT  84111


     THE  UNDERSIGNED,  being the beneficial  owner of  _____________  shares of
common  stock of Sage  Resources,  Inc.  hereby  dissents  to the  merger of the
Company into its newly formed Delaware  subsidiary -- WorldPort  Communications,
Inc. and hereby exercises  dissenter's  rights pursuant to Section  7-113-102 of
the  Colorado  General  Corporation  Law.  Demand is hereby made for fair market
value  of the  shares  described  above  to be  paid to the  Undersigned  as the
following address:
                     --------------------------------------
                     --------------------------------------
 .
     Enclosed  herewith is Stock Certificate No. _____  representing  beneficial
ownership of _____ shares of common stock of the Company,  to be deposited  with
the Company pursuant to the requirements of Colorado law.

                                        ----------------------------------------





 59842.7
                                       
<PAGE>



                         WORLDPORT COMMUNICATIONS, INC.

                            LONG-TERM INCENTIVE PLAN



SLC - 60160.1

<PAGE>



                                TABLE OF CONTENTS


                                                                            Page


PURPOSE......................................................................  1

EFFECTIVE DATE...............................................................  1

DEFINITIONS AND CONSTRUCTION.................................................  1

ADMINISTRATION...............................................................  4

SHARES SUBJECT TO THE PLAN...................................................  5

ELIGIBILITY..................................................................  6

STOCK OPTIONS................................................................  6

STOCK APPRECIATION RIGHTS....................................................  8

PERFORMANCE SHARES...........................................................  8

RESTRICTED STOCK AWARDS......................................................  9

DIVIDEND EQUIVALENTS.........................................................  9

OTHER STOCK-BASED AWARDS.....................................................  9

PROVISIONS APPLICABLE TO AWARDS.............................................. 10

CHANGES IN CAPITAL STRUCTURE................................................. 11

AMENDMENT, MODIFICATION AND TERMINATION...................................... 12

GENERAL PROVISIONS........................................................... 13



SLC - 60160.1
                                        i

<PAGE>


                         WORLDPORT COMMUNICATIONS, INC.

                            LONG-TERM INCENTIVE PLAN


1.       PURPOSE.

         (a)  General.  The  purpose  of  the  WorldPort  Communications,   Inc.
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance the
value, of WorldPort Communications, Inc. (the "Company") by linking the personal
interests of its key employees to those of Company shareholders and by providing
its key employees  with an incentive for  outstanding  performance.  The Plan is
further  intended  to  provide  flexibility  to the  Company  in its  ability to
motivate,  attract,  and retain the services of employees  upon whose  judgment,
interest,  and special effort the successful conduct of the Company's  operation
is largely  dependent.  Accordingly,  the Plan  permits  the grant of  incentive
awards  from  time to time to  selected  officers,  key  employees  and  outside
consultants.

2.       EFFECTIVE DATE.

         (a)  Effective  Date.  The Plan is effective as of October 1, 1996 (the
"Effective  Date").  Within one year after the Effective Date, the Plan shall be
submitted to the  shareholders of the Company for their approval.  The Plan will
be deemed to be approved by the shareholders if it receives the affirmative vote
of the holders of a majority of the shares of stock of the Company  present,  or
represented,  and  entitled  to vote at a meeting  duly held (or by the  written
consent  of the  holders of a  majority  of the  shares of stock of the  Company
entitled to vote) in accordance  with the applicable  provisions of Delaware law
and the Company's Bylaws and Articles of Incorporation. Any awards granted under
the Plan prior to  shareholder  approval  are  effective  when made  (unless the
Committee  specifies  otherwise  at the  time of  grant),  but no  Award  may be
exercised or settled and no restrictions  relating to any Award may lapse before
shareholder  approval.  If the shareholders  fail to approve the Plan, any Award
previously made shall be automatically canceled without any further act.

3.       DEFINITIONS AND CONSTRUCTION.  When  a  word  or phrase appears in this
Plan  with the  initial  letter  capitalized,  and the word or  phrase  does not
commence a sentence,  the word or phrase  shall  generally  be given the meaning
ascribed to it in this  paragraph  or  paragraphs  1(a) or 2(a) unless a clearly
different  meaning is required by the context.  The following  words and phrases
shall have the following meanings:

         (a) "Award"  means any Option,  Stock  Appreciation  Right,  Restricted
Stock  Award,  Performance  Share Award,  Dividend  Equivalent  Award,  or Other
Stock-Based  Award,  or any other right or  interest  relating to Stock or cash,
granted to a Participant under the Plan.

         (b) "Award Agreement" means any written agreement,  contract,  or other
instrument or document evidencing an Award. 
<PAGE>

         (c)      "Board" means the Board of directors of the Company.

         (d)      "Change of Control" means and includes each of the following:

                  (i) A change of control of the  Company of a nature that would
         be required to be reported in response to Item 6(e) of Schedule  14A of
         the 1934 Act  regardless  of  whether  the  Company  is subject to such
         reporting requirement;

                  (ii) A change of control of the company  through a transaction
         or series of  transactions,  such that any person (as that term is used
         in Section 13 and 14(d)(2) of the 1934 Act),  excluding  affiliates  of
         the Company as of the  Effective  date,  is or becomes  the  beneficial
         owner (as that term is used in Section  13(d) of the 1934 Act) directly
         or indirectly, of securities of the Company representing 20% or more of
         the combined voting power of the Company's then outstanding securities;

                  (iii) Any consolidation or liquidation of the Company in which
         the Company is not the continuing or surviving  corporation or pursuant
         to which  Shares  would be  converted  into cash,  securities  or other
         property,  other than a merger of the  company in which the  holders of
         the Shares  immediately  before the merger have the same  proportionate
         ownership  of common  stock of the  surviving  corporation  immediately
         after the merger;

                  (iv) The  shareholders  of  the  Company  approve  any plan or
         proposal for the liquidation or dissolution of the Company; or

                  (v) Substantially all of the assets of the Company are sold or
         otherwise  transferred  to parties  that are not  within a  "controlled
         group of  corporations"  (as  defined in  Section  1563 of the Code) in
         which the Company is a member.

The  foregoing  events  shall not be deemed  to be a Change  in  Control  if the
transaction or transactions  causing such change shall have been approved by the
affirmative vote of at least a majority of the members of the Board in office as
of the Effective  Date  ("Incumbents"),  those serving on the Board  pursuant to
nomination or  appointment  thereto by a majority of Incumbents  ("Successors"),
and those serving on the Board pursuant to nomination or appointment  thereto by
a majority of a Board composed of Incumbents and/or Successors.

         (e)  "Code"  means  the  Internal Revenue Code of 1986, as amended from
time to time.

         (f)  "Committee"  means   the  committee  of  the  Board  described  in
paragraph 4.

         (g)  "Disability"  shall mean any  illness or other  physical or mental
condition of a Participant which renders the Participant incapable of performing
his  customary and usual duties for the Company,  or any medically  determinable
illness or other  physical or mental  condition  resulting from a bodily injury,
<PAGE>


disease or mental  disorder  which in the judgment of the Committee is permanent
and  continuous  in nature.  The  Committee  may require  such  medical or other
evidence  as it deems  necessary  to judge  the  nature  and  permanency  of the
Participant's condition.

         (h)  "Dividend Equivalent" means a right granted to a Participant under
paragraph 11.

         (i)  "Fair  Market  Value"  means  with  respect  to Stock or any other
property,  the fair market value of such Stock or other  property  determined by
such  methods  or  procedures  as may be  established  from  time to time by the
Committee.  Unless otherwise determined by the Committee,  the Fair Market Value
of the Stock as of any date shall be the closing price for the Stock as reported
on the NASDAQ National Market System (or on any national  securities exchange on
which the Stock is then  listed)  for that  date or, if no  closing  price is so
reported for that date, the closing price on the next preceding date for which a
closing price was reported.

         (j)  "Incentive  Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.

         (k)   "Non-Qualified Stock Option" means an Option that is not intended
to be an Incentive Stock Option.

         (l) "Option" means a right granted to a Participant  under  paragraph 7
of the Plan to  purchase  Stock  at a  specified  price  during  specified  time
periods.  An Option may be either an Incentive  Stock Option or a  Non-Qualified
Stock Option.

         (m) "Other Stock-Based  Award" means a right,  granted to a Participant
under  paragraph 12, that relates to or is valued by reference to Stock or other
Awards relating to Stock.

         (n)  "Participant"  means a person who, as an officer,  key employee or
outside  consultant of the Company or any Subsidiary,  has been granted an Award
under the Plan.

         (o)  "Performance  Share" means a right granted to a Participant  under
paragraph 9, to receive cash,  Stock,  or other Awards,  the payment of which is
contingent  upon  achieving   certain   performance  goals  established  by  the
Committee.

         (p) "Plan" means the WorldPort Communications, Inc. Long-Term Incentive
Plan, as amended from time to time.

         (q) "Restricted Stock Award" means Stock granted to a Participant under
paragraph 10 that is subject to certain restrictions and to risk of forfeiture.

         (r) "Retirement"  means a Participant's  termination of employment with
the Company after attaining any normal or early  retirement age specified in any
pension, profit sharing or other retirement program sponsored by the Company.
<PAGE>

         (s)  "Stock"  means the  common  stock of the  Company  and such  other
securities  of the  Company  that  may be  substituted  for  Stock  pursuant  to
paragraph 12.

         (t)  "Stock  Appreciation  Right" or "SAR"  means a right  granted to a
Participant  under  paragraph  8 to  receive a payment  equal to the  difference
between the Fair Market  Value of a share of Stock as of the date of exercise of
the SAR over the grant price of the SAR, all as determined pursuant to paragraph
8.

         (u)  "Subsidiary"  means any  corporation  of which a  majority  of the
outstanding  voting  stock or voting  power is  beneficially  owned  directly or
indirectly by the Company.

4.       ADMINISTRATION.

         (a) Committee.  The Plan shall be  administered  by a Committee that is
appointed  by, and shall serve at the  discretion  of, the Board.  The Committee
shall consist of at least one  individual  who is a member of the Board who is a
"disinterested  person," as such term is defined in Rule 16b-3 promulgated under
Section  16 of the  Securities  Exchange  Act of 1934  (the  "1934  Act") or any
successor  provision,  except as may be otherwise  permitted under Section 16 of
the 1934 Act and the regulations and rules promulgated thereunder.

         (b)  Action  by  the  Committee.  A  majority  of the  Committee  shall
constitute  a quorum.  The acts of a  majority  of the  members  present  at any
meeting at which a quorum is present and acts  approved in writing by a majority
of the Committee in lieu of a meeting shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely or act upon any
report or other  information  furnished  to that  member by any officer or other
employee of the Company or any Subsidiary,  the Company's  independent certified
public  accountants,   or  any  executive   compensation   consultant  or  other
professional  retained  by the  Company to assist in the  administration  of the
Plan.

         (c) authority  of  Committee.   The  Committee has the exclusive power,
authority and discretion to:

                  (i)      Designate Participants;

                  (ii)     Determine  the  type or types of Awards to be granted
         to each Participant;

                  (iii)    Determine the number of Awards to be  granted and the
         number of shares of Stock to which an Award will relate;

                  (iv)  Determine the terms and  conditions of any Award granted
         under the Plan including but not limited to, the exercise price,  grant
         price, or purchase price, any restrictions or limitations on the Award,
         any schedule for lapse of forfeiture  restrictions  or  restrictions on
         the  exercisability  of an Award, and accelerations or waivers thereof,
         based in each case on such  considerations as the Committee in its sole
         discretion determines;
<PAGE>

                  (v)  Determine  whether,   to  what  extent,  and  under  what
         circumstances  an Award may be settled in, or the exercise  price of an
         Award may be paid in, cash, Stock, other Awards, or other property,  or
         an Award may be canceled, forfeited, or surrendered;

                  (vi) Prescribe  the  form  of each Award Agreement, which need
         not be identical for each Participant;

                  (vii) Decide  all  other  matters  that  must be determined in
         connection with an Award;

                  (viii) Establish, adopt or revise any rules and regulations as
         it may deem necessary or advisable to administer the Plan; and

                  (ix) Make all other decisions and  determinations  that may be
         required  under  the  Plan  or as  the  Committee  deems  necessary  or
         advisable to administer the Plan.

         (d)     Decisions Binding.  The Committee's interpretation of the Plan,
any Awards  granted  under the Plan,  any Award  Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

5.       SHARES SUBJECT TO THE PLAN.

         (a) Number of Shares. Subject to adjustment provided in paragraph 14(a)
the  aggregate  number of shares of Stock  reserved and  available for Awards or
which may be used to  provide a basis of  measurement  for or to  determine  the
value of an Award (such as with a Stock  Appreciation Right or Performance Share
Award) shall be 2,000,000.

         (b) Lapsed Awards. To the extent that an Award  terminates,  expires or
lapses for any  reason,  any shares of Stock  subject to the Award will again be
available for the grant of an Award under the Plan and shares subject to SARs or
other Awards  settled in cash will be available  for the grant of an Award under
the Plan,  in each case to the full extent  available  pursuant to the rules and
interpretations  of the Securities and Exchange  Commission  under Section 16 of
the 1934 Act, as amended.

         (c) Stock Distributed.  Any Stock distributed pursuant to an Award  may
consist,  in whole or in part, of authorized and unissued Stock,  treasury Stock
or Stock purchased on the open market.

         (d) Limitation on Number of Shares  Subject to Awards.  Notwithstanding
any provision in the Plan to the contrary, the maximum number of shares of Stock
with  respect to one or more Awards  that may be granted to any one  Participant
over the term of the Plan shall be 750,000.
<PAGE>

6.       ELIGIBILITY.

         (a)      General.   Awards  may be granted  only to individuals who are
officers,  key employees or outside  consultants of the Company or a Subsidiary,
as determined by the Committee.

7.       STOCK OPTIONS.

         (a)      General.   The  Committee  is  authorized  to grant Options to
Participants on the following terms and conditions:

                  (i)     Exercise Price.  The exercise price per share of Stock
         under an Option shall be determined by the Committee, provided that the
         exercise  price  for  any Option shall not be less than the Fair Market
         Value as of the date of grant;

                  (ii) Time and  Conditions  of Exercise.  The  Committee  shall
         determine  the time or times at which an  Option  may be  exercised  in
         whole or in part,  provided that no Option may be exercisable  prior to
         six  months  following  the  date  of the  grant  of such  Option.  The
         Committee also shall determine the performance or other conditions,  if
         any,  that must be  satisfied  before  all or part of an Option  may be
         exercised;

                  (iii) Payment.  The Committee  shall  determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including "cashless exercise"  arrangements,  and the methods by which
         shares  of Stock  shall be  delivered  or  deemed  to be  delivered  to
         Participants.  Without  limiting the power and discretion  conferred on
         the Committee pursuant to the preceding sentence, the Committee may, in
         the exercise of its  discretion,  but need not,  allow a Participant to
         pay the Option  price by  directing  the Company to  withhold  from the
         shares of Stock that would  otherwise  be issued  upon  exercise of the
         Option that number of shares having a Fair Market Value on the exercise
         date equal to the Option price, all as determined pursuant to rules and
         procedures established by the Committee;

                  (iv)  Evidence of Grant.  All Options  shall be evidenced by a
         written Award Agreement  between the Company and the  Participant.  The
         Award  Agreement  shall include such  provisions as may be specified by
         the Committee.

         (b)      Incentive Stock Options.    The  terms  of any Incentive Stock
Options granted under the Plan must comply with the following additional rules:

                  (i)     Exercise Price.  The exercise price per share of Stock
         shall be set by the Committee, provided that the exercise price for any
         Incentive Stock Option may not be less than the Fair Market Value as of
         the date of the grant;

                  (ii)     Exercise. In no event, may any Incentive Stock Option
         be exercisable for more than ten years from the date of its grant;
<PAGE>

                  (iii)   Lapse of Option. An Incentive Stock Option shall lapse
         under the following circumstances":

                           (1)  The Incentive Stock Option shall lapse ten years
                  after  it  is  granted,  unless  an earlier time is set in the
                  Award Agreement;

                           (2) The  Incentive  Stock  Option  shall  lapse three
                  months after the Participant's  termination of employment,  if
                  the   termination  of  employment  was   attributable  to  (a)
                  Disability,  (b)  Retirement,  or (c)  for any  other  reason,
                  provided  that the Committee  has  approved,  in writing,  the
                  continuation of any Incentive Stock Option  outstanding on the
                  date of the Participant's termination of employment;

                           (3)  If the  Participant  separates  from  employment
                  other  than  as  provided  in  paragraph   7(b)(iii)(2),   the
                  Incentive  Stock  Option  shall  lapse  at  the  time  of  the
                  Participant's termination of employment;

                           (4) If the Participant  dies before the Option lapses
                  pursuant   to   paragraph   7(b)(iii)(1),    7(b)(iii)(2)   or
                  7(b)(iii)(3),  above,  the Incentive Stock Option shall lapse,
                  unless it is previously  exercised,  on the earlier of (a) the
                  date on which the Option would have lapsed had the Participant
                  lived  and  had  his  employment  status  (i.e.,  whether  the
                  Participant  was  employed  by the  Company on the date of his
                  death  or  had  previously  terminated   employment)  remained
                  unchanged;   or  (b)  15   months   after   the  date  of  the
                  Participant's   death.  Upon  the  Participant's   death,  any
                  exercisable  Incentive  Stock  Options may be exercised by the
                  Participant's legal representative or representatives,  by the
                  person or persons  entitled  to do so under the  Participant's
                  last will and testament,  or, if the Participant shall fail to
                  make  testamentary  disposition of such Incentive Stock Option
                  or shall die intestate,  by the person or persons  entitled to
                  receive said Incentive  Stock Option under the applicable laws
                  of descent and distribution.

         (c)  Individual  Dollar  Limitation.  The  aggregate  Fair market Value
(determined as of the time an Award is made) of all shares of Stock with respect
to which Incentive  Stock Options are first  exercisable by a Participant in any
calendar year may not exceed $100,000.00.

         (d) Ten Percent  Owners.  An Incentive Stock Option shall be granted to
any individual  who, at the date of grant,  owns stock  possessing more than ten
percent  of the  total  combined  voting  power of all  classes  of Stock of the
Company  only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.

         (e)    Expiration of Incentive Stock Options.  No Award of an Incentive
Stock Option may be made pursuant to this Plan after October 1, 2006.

         (f)   Right to Exercise.  During a Participant's lifetime, an Incentive
Stock Option may be exercised only by the Participant.
<PAGE>


8.       STOCK APPRECIATION RIGHTS.

         (a)      Grant of SARs.   The  Committee is authorized to grant SARs to
Participants on the following terms and conditions:

                  (i)      Right  to  Payment.   Upon  the  exercise  of a Stock
         Appreciation Right, the Participant to whom it is granted has the right
         to receive the excess, if any, of:

                           (1)    The Fair Market Value of one share of Stock on
                  the date of exercise; over

                           (2) The grant price of the Stock  Appreciation  Right
                  as determined by the  Committee,  which shall not be less than
                  the Fair  Market  Value  of one  share of Stock on the date of
                  grant in the case of any SAR  related to any  Incentive  Stock
                  Option.

         (b) Other  Terms.  All  awards of Stock  Appreciation  Rights  shall be
evidenced by an Award  Agreement.  The terms,  methods of  exercise,  methods of
settlement, form of consideration payable in settlement, and any other terms and
conditions of any Stock  Appreciation Right shall be determined by the Committee
at the time of the  grant of the  Award  and  shall be  reflected  in the  Award
Agreement.

9.       PERFORMANCE SHARES.

         (a)      Grant of Performance Shares.    The Committee is authorized to
grant Performance  Shares to Participants on such terms and conditions as may be
selected by the Committee.  The Committee shall have the complete  discretion to
determine the number of  Performance  Shares  granted to each  Participant.  All
Awards of Performance Shares shall be evidenced by an Award Agreement;

         (b)  Right  to  Payment.  A  grant  of  Performance  Shares  gives  the
Participant  rights,  valued as determined by the Committee,  and payable to, or
exercisable by, the Participant to whom the Performance  Shares are granted,  in
whole or in part, as the Committee shall  establish at grant or thereafter.  The
Committee shall set  performance  goals and other terms or conditions to payment
of the Performance  Shares in its discretion  which,  depending on the extent to
which they are met, will  determine the number and value of  Performance  Shares
that will be paid to the Participant, provided that the time period during which
the performance goals must be met shall, in all cases, exceed six months;

         (c)  Other Terms.  Performance Shares may be payable in cash, Stock, or
other  property,  and have such other terms and  conditions as determined by the
Committee and reflected in the Award Agreement.
<PAGE>

10.      RESTRICTED STOCK AWARDS.

         (a)     Grant of Restricted Stock.  The Committee is authorized to make
Awards of Restricted  Stock to  Participants in such amounts and subject to such
terms  and  conditions  as may be  selected  by the  Committee.  All  Awards  of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement;

         (b) Issuance  and  Restrictions.  Restricted  Stock shall be subject to
such restrictions on transferability and other restrictions as the Committee may
impose  (including,  without  limitation,  limitations  on  the  right  to  vote
Restricted  Stock or the right to receive  dividends on the  Restricted  Stock).
These  restrictions may lapse separately or in combination at such times,  under
such  circumstances,  in  such  installments,  or  otherwise,  as the  Committee
determines at the time of the grant of the Award or thereafter;

         (c) Forfeiture.  Except as otherwise determined by the Committee at the
time of the grant of the Award or  thereafter,  upon  termination  of employment
during the applicable restriction period,  Restricted Stock that is at that time
subject to  restrictions  shall be  forfeited  and  reacquired  by the  Company,
provided,  however,  that the Committee may provide in any award  Agreement that
restrictions  or  forfeiture  conditions  relating to  Restricted  Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes,  and  the  Committee  may in  other  cases  waive  in  whole  or in part
restrictions or forfeiture conditions relating to Restricted Stock;

         (d) Certificates for Restricted  Stock.  Restricted Stock granted under
the Plan may be evidenced in such manner as the Committee  shall  determine.  If
certificates  representing shares of Restricted Stock are registered in the name
of the Participant,  certificates  must bear an appropriate  legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock, and
the Company shall retain physical  possession of the certificate until such time
as all applicable restrictions lapse.

11.      DIVIDEND EQUIVALENTS.

         (a) Grant of Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents to Participants subject to such terms and conditions as may
be selected by the Committee. Dividend Equivalents shall entitle the Participant
to receive  payments  equal to dividends with respect to all or a portion of the
number of shares of Stock subject to an Option Award or SAR Award, as determined
by the Committee. The Committee may provide that Dividend Equivalents be paid or
distributed  when  accrued or be deemed to have been  reinvested  in  additional
shares of Stock, or otherwise reinvested.

12.      OTHER STOCK-BASED AWARDS.

         (a)    Grant of Other Stock-Based Awards.  The Committee is authorized,
subject to limitations under applicable law, to grant to Participants such other
Awards  that are  payable  in,  valued in whole or in part by  reference  to, or
otherwise  based on or related to shares of Stock, as deemed by the Committee to
be consistent with the purposes of the Plan, including without limitation shares
<PAGE>


of Stock  awarded  purely as a "bonus"  and not subject to any  restrictions  or
conditions,   convertible  or  exchangeable   debt   securities,   other  rights
convertible or exchangeable into shares of Stock, and Awards valued by reference
to  book  value  of  shares  of  Stock  or the  value  of  securities  of or the
performance of specified  Subsidiaries.  The Committee shall determine the terms
and conditions of such Awards.

13.      PROVISIONS APPLICABLE TO AWARDS.

         (a) Stand-Alone,  Tandem, and Substitute  Awards.  Awards granted under
the Plan may, in the discretion of the Committee,  be granted either alone or in
addition to, in tandem with,  or in  substitution  for, any other Award  granted
under the Plan, if an Award is granted in  substitution  for another Award,  the
Committee may require the surrender of such other Award in  consideration of the
grant of the new Award.  Awards  granted in  addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards;

         (b)      Exchange  Provisions.   The Committee may at any time offer to
exchange or buy out any previously  granted Award for a payment in cash,  Stock,
or another Award (subject to paragraph 13(a),  based on the terms and conditions
the Committee  determines and  communicates  to the  Participant at the time the
offer is made;

         (c) Term of Award.  The term of each  Award  shall be for the period as
determined  by the  Committee,  provided  that in no event shall the term of any
Incentive Stock Option or a Stock  Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant;

         (d) Form of Payment  for  Awards.  Subject to the terms of the Plan and
any applicable law or Award  Agreement,  payments or transfers to be made by the
Company or a Subsidiary on the grant or exercise of an Award may be made in such
forms as the  Committee  determines  at or after  the time of  grant,  including
without  limitation,  cash,  Stock,  other  Awards,  or other  property,  or any
combination,  and may be made in a single payment or transfer,  in installments,
or on a deferred basis, in each case determined in accordance with rules adopted
by, and at the discretion of, the Committee;

         (e) Limits on Transfer.  No right or interest of a  Participant  in any
Award may be pledged,  encumbered,  or  hypothecated to or in favor of any party
other  than the  Company  or a  Subsidiary,  or shall be  subject  to any  lien,
obligation,  or liability of such  Participant to any other party other than the
Company or a Subsidiary.  Except as otherwise  provided below, no Award shall be
assignable or  transferable  by a Participant  other than by will or the laws of
descent and  distribution  or, except in the case of an Incentive  Stock Option,
pursuant to a court order that would otherwise  satisfy the requirements to be a
domestic relations order as defined in Section  414(p)(1)(B) of the Code, if the
order satisfies Section  414(p)(1)(A) of the Code  notwithstanding  that such an
order  relates to the transfer of a stock  option  rather than an interest in an
employee  benefit  pension plan. In the Award Agreement for any Award other than
an Award that  includes an Incentive  Stock  Option,  the  Committee may allow a
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Participant  to Assign or  otherwise  transfer  all or a portion  of the  rights
represented by the Award to specified individuals or classes of individuals,  or
to a trust  benefitting such  individuals or classes of individuals,  subject to
such  restrictions,  limitations,  or conditions  as the  Committee  deems to be
appropriate;

         (f) Beneficiaries.  Notwithstanding paragraph 13(e), a Participant may,
in the manner  determined by the Committee,  designate a beneficiary to exercise
the rights of the  Participant and to receive any  distribution  with respect to
any Award upon the  Participant's  death. A beneficiary,  legal guardian,  legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award  Agreement  applicable to the
participant,  except  to the  extent  the Plan  and  Award  Agreement  otherwise
provide,  and to any additional  restrictions deemed necessary or appropriate by
the Committee.  If the  Participant is married,  a designation of a person other
than the  Participant's  spouse as his beneficiary  with respect to more than 50
percent  of the  Participant's  interest  in the Award  shall  not be  effective
without the written consent of the  Participant's  spouse. If no beneficiary has
been designated or survives the Participant, payment shall be made to the person
entitled  thereto  under  the  Participant's  will or the  laws of  descent  and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a  participant  at any time  provided the change or  revocation is
filed with the Committee;

         (g) Stock Certificates. All Stock certificates delivered under the Plan
are subject to any stop-transfer  orders and other restrictions as the Committee
deems  necessary or advisable to comply with federal or state  securities  laws,
rules and  regulations  and the rules of any  national  securities  exchange  or
automated  quotation system on with the Stock is listed,  quoted, or traded. The
Committee may place legends on any Stock  certificate to reference  restrictions
applicable to the Stock;

         (h)  Tender  Offers.  In the  event of a public  tender  for all or any
portion of the Stock, or in the event that a proposal to merge, consolidate,  or
otherwise  combine with another company is submitted for  shareholder  approval,
the Committee may in its sole discretion  declare  previously granted Options to
be immediately  exercisable.  To the extent that this provision causes Incentive
Stock Options to exceed the dollar  limitation set forth in paragraph  7(c), the
excess Options shall be deemed to be Non-Qualified Stock Options;

         (i)  Acceleration  Upon a Change of  Control.  If a Change  of  Control
occurs, all outstanding Options,  Stock Appreciation Rights, and other Awards in
the nature of rights that may be exercised  shall become fully  exercisable  and
all restrictions on outstanding Awards shall lapse.

14.      CHANGES IN CAPITAL STRUCTURE.

         (a) General.  In the event a stock dividend is declared upon the Stock,
the shares of Stock then subject to each Award (and the number of shares subject
thereto) shall be increased  proportionately without any change in the aggregate
purchase  price  therefor.  In the  event  the Stock  shall be  changed  into or
exchanged  for a  different  number or class of  shares  of Stock or of  another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares,  merger or consolidation,  there shall be substituted for
each such share of Stock then subject to each Award (and for each share of Stock
then  subject  thereto)  the number and class of shares of Stock into which each
outstanding share of Stock shall be so exchanged,  all without any change in the
aggregate purchase price for the shares then subject to each Award;

         (b) Merger.  Subject to the Change of Control  provision  in  paragraph
13(i), a dissolution or liquidation of the Company or a merger or  consolidation
in which the Company is not the surviving or resulting  corporation,  shall,  in
the sole discretion of the Committee:

                  (i) Cause  every Award  outstanding  hereunder  to  terminate,
         except that the surviving or resulting corporation, in its absolute and
         uncontrolled  discretion,  may tender an option or options to  purchase
         its shares or exercise such rights on terms and  conditions,  as to the
         number of shares and rights and  otherwise,  which shall  substantially
         preserve  the  rights  and  benefits  of  any  Award  then  outstanding
         thereunder; or

                  (ii) Give each  Participant the right to exercise Awards prior
         to the occurrence of the event  otherwise  terminating  the Awards over
         such  period as the  Committee,  in its sole and  absolute  discretion,
         shall  determine.  To the extent that this provision  causes  Incentive
         Stock  Options to exceed the dollar  limitation  set forth in paragraph
         7(c),  the excess  Options  shall be deemed to be  Non-Qualified  Stock
         Options.

15.      AMENDMENT, MODIFICATION AND TERMINATION.

         (a) Amendment,  Modification and Termination.  With the approval of the
Board, at any time and from time to time, the Committee may terminate,  amend or
modify the Plan. However, without approval of the shareholders of the Company or
other  conditions  (as may be required by the Code, by insider  trading rules of
Section 16 of the 1934 Act,  by any  national  securities  exchange or system on
which  the  Stock  is  listed  or  reported,  or  by a  regulatory  body  having
jurisdiction), no such termination, amendment, or modification may:

     (i)  Materially  increase  the total  number of shares of Stock that may be
issued under the Plan, except as provided in paragraph 14(a);

     (ii) Materially  modify the eligibility  requirements for  participation in
the Plan; or

     (iii) Materially  increase the benefits accruing to Participants  under the
Plan.
         (b)      Awards  Previously  Granted.   No  termination,  amendment, or
modification  of the Plan shall  adversely  affect in any material way any Award
previously   granted  under  the  Plan,  without  the  written  consent  of  the
Participant.
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16.      GENERAL PROVISIONS.

     (a) No Rights to Awards. No Participant or employee shall have any claim to
be granted any Award under the Plan,  and neither the Company nor the  Committee
is obligated to treat Participants and employees uniformly;

     (b) No  Stockholders  Rights.  No Award  gives the  Participant  any of the
rights of a shareholder  of the Company  unless and until shares of Stock are in
fact issued to such person in connection with such Award;

     (c) Withholding. The Company or any Subsidiary shall have the authority and
the right to deduct  or  withhold,  or  require  a  Participant  to remit to the
Company,  an amount  sufficient  to  satisfy  Federal,  state,  and local  taxes
(including the  Participant's  FICA  obligation)  required by law to be withhold
with respect to any taxable event arising as a result of this Plan. With respect
to withholding required upon any taxable event under the Plan,  Participants may
elect,  subject  to  the  Committee's   approval,  to  satisfy  the  withholding
requirement,  in whole or in part,  by  having  the  Company  or any  Subsidiary
withhold  shares of Stock having a Fair Market Value on the date of  withholding
equal to the amount to be  withheld  for tax  purposes in  accordance  with such
procedures as the  Committee  establishes.  The  Committee  may, at the time any
Award  is  granted,   require  that  any  and  all  applicable  tax  withholding
requirements  be  satisfied by the  withholding  of shares of Stock as set forth
above;

     (d) No Right to  Employment.  Nothing  in the Plan or any  Award  Agreement
shall  interfere  with or  limit  in any way the  right  of the  Company  or any
Subsidiary to terminate  any  Participant's  employment at any time,  nor confer
upon any  Participant  any right to continue in the employ of the Company or any
Subsidiary;

         (e) Unfunded Status of Awards. The Plan is intended to be an "unfunded"
plan for incentive and deferred  compensation.  With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award  Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Subsidiary;

         (f) Indemnification. To the extent allowable under applicable law, each
member of the Committee or of the Board shall be  indemnified  and held harmless
by the Company form any loss,  cost,  liability,  or expense that may be imposed
upon or reasonably  incurred by such member in connection with or resulting from
any claim,  action,  suit, or proceeding to which he or she may be a party or in
which he or she may be  involved by reason of any action or failure to act under
the  Plan  and  against  and  from  any  and all  amounts  paid by him or her in
satisfaction of judgment in such action, suite, or proceeding against him or her
provided  he or she gives the Company an  opportunity,  at its own  expense,  to
handle and defend the same before he or she  undertakes  to handle and defend it
on his or her own behalf.  The foregoing right of  indemnification  shall not be
exclusive  of any other rights of  indemnification  to which such persons may be
entitled under the Company's Articles of Incorporation or Bylaws, as a matter of
law, or otherwise,  or any power that the Company may have to indemnify  them or
hold them harmless;
<PAGE>


     (g)  Relationship  to Other  Benefits.  No payment  under the Plan shall be
taken into account in determining  any benefits  under any pension,  retirement,
savings,  profit sharing, group insurance,  welfare or other benefit plan of the
Company or any Subsidiary;

     (h) Expenses.  The expenses of administering the Plan shall be borne by the
Company and its Subsidiaries;

     (i) Titles and Headings.  The titles and headings of the  paragraphs in the
Plan are for  convenience  of reference  only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control;

     (j) Fractional  Shares.  No fractional  shares of stock shall be issued and
the Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional  shares or whether such fractional shares shall be eliminated
by rounding up;

         (k)  Securities Law  Compliance.  With respect to any person who is, on
the relevant  date,  obligated to file reports under Section 16 of the 1934 Act,
transactions  under  this  Plan are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
void to the extent  permitted  by law and  voidable as deemed  advisable  by the
Committee;

         (l) Government and Other Regulations.  The obligation of the Company to
make payment of awards in Stock or otherwise  shall be subject to all applicable
laws,  rules, and regulations,  and to such approvals by government  agencies as
may be required.  The Company shall be under no obligation to register under the
Securities Act of 1933, as amended (the "1933 Act"),  any of the shares of Stock
paid  under  the  Plan.  If the  shares  paid  under  the  Plan  may in  certain
circumstances  be exempt from  registration  under the 1933 Act, the Company may
restrict  the  transfer of such shares in such manner as it deems  advisable  to
ensure the availability of any such exemption;

     (m) Governing Law. The Plan and all Award  Agreements shall be construed in
accordance with and governed by the laws of the State of Delaware.



SLC - 60160.1
                                        

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