AGREEMENT AND PLAN OF MERGER




                                  by and among




                         WORLDPORT COMMUNICATIONS, INC.
                             a Delaware corporation,




                          WORLDPORT ACQUISITIONS, INC.
                             a Delaware corporation,



                            THE WALLACE WADE COMPANY
                              a Texas corporation ,


                                       and



                                 JOHN W. DALTON
         an individual and sole shareholder of The Wallace Wade Company


DATED: April 20, 1997



<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


<S>      <C>                                                                                                     <C>
         1.       THE MERGER......................................................................................1
                           (a)      Merger........................................................................1
                           (b)      Effective Time................................................................2
                           (c)      Certificate of Incorporation and Bylaws; Directors and Officers of
                                    Surviving Corporation.........................................................2
                           (d)      Conversion of Securities......................................................2
                           (e)      Cash and Note Payment.........................................................2
                           (f)      Delivery of Certificates of WorldPort Common Stock Into Escrow and
                                    Conditions of Distribution....................................................2

         2.       REPRESENTATIONS AND WARRANTIES OF THE WWC
                  SHAREHOLDER.....................................................................................4
                           (a)      Ownership of Shares...........................................................4
                           (b)      No Transfer of WorldPort Shares...............................................4
                           (c)      No Transfer of WWC's Shares...................................................4
                           (d)      Authority.....................................................................4
                           (e)      Compliance with Law...........................................................4
                           (f)      No Litigation.................................................................4
                           (g)      Solvency......................................................................4
                           (h)      No Material Misstatements.....................................................5
                           (i)      Securities Laws of Compliance.................................................5

         3.       REPRESENTATIONS AND WARRANTIES OF WWC...........................................................6
                           (a)      Capitalization................................................................6
                           (b)      Organization..................................................................6
                           (c)      Authority.....................................................................6
                           (d)      Financial Statements..........................................................7
                           (e)      Subsidiaries..................................................................7
                           (f)      Legal Proceedings.............................................................7
                           (g)      Tax Returns...................................................................7
                           (h)      Assets........................................................................7
                           (i)      Conduct of Business...........................................................8
                           (j)      Accounts Receivable...........................................................8
                           (k)      Contracts.....................................................................8
                           (l)      Contracts under Negotiation...................................................9
                           (m)      Employment and Other Contracts................................................9
                           (n)      ERISA.........................................................................9
                           (o)      Employee Matters..............................................................9
                           (p)      Labor Practices..............................................................10
                           (q)      Real Property Ownership and Lease Obligations................................10
                           (r)      Investment Company Act; Etc..................................................10
                           (s)      Title........................................................................11
                           (t)      Ownership of Proprietary Rights..............................................11
                           (u)      Plans........................................................................11
                           (v)      Permits; Authorizations......................................................11
                           (w)      Other Obligations............................................................12


                                        i

<PAGE>



                           (x)      Approvals....................................................................12
                           (y)      Untrue Statements............................................................12
                           (z)      Availability of Documents....................................................12

         4.       REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF  ACQUISITIONS, INC...............................12
                           (a)      Organization, Standing and Qualification.....................................13
                           (b)      Authority....................................................................13
                           (c)      Compliance with Law..........................................................13

         5.       REPRESENTATIONS, WARRANTIES AND AGREEMENTS
                  OF WORLDPORT...................................................................................13
                           (a)      Capitalization...............................................................13
                           (b)      Organization.................................................................13
                           (c)      Authority....................................................................13
                           (d)      Legal Proceedings............................................................14
                           (e)      Tax Returns..................................................................14
                           (f)      SEC Filings..................................................................14
                           (g)      Assets.......................................................................14
                           (h)      Conduct of Business..........................................................15
                           (i)      Contracts....................................................................15
                           (j)      Employment and Other Contracts...............................................15
                           (k)      ERISA........................................................................16
                           (l)      Labor Practices..............................................................16
                           (m)      Real Property Ownership and Lease Obligations................................16
                           (n)      Investment Company Act; Etc..................................................16
                           (o)      Environmental Permits........................................................16
                           (p)      Approvals....................................................................17
                           (q)      Untrue Statements............................................................17
                           (r)      Title........................................................................17
                           (s)      Compliance with Law..........................................................17
                           (t)      Capitalization of the WorldPort..............................................17
                           (u)      Subsidiaries.................................................................17
                           (v)      Plans........................................................................17
                           (w)      Permits; Authorizations......................................................17
                           (x)      Offering.....................................................................18
                           (y)      Availability of Documents....................................................18

         6.       THE CLOSING....................................................................................18
                           (a)      Closing......................................................................18

         7.       AGREEMENTS PENDING CLOSING.....................................................................18
                           (a)      Agreements of The WWC Shareholder and WWC
                                    Pending the Closing..........................................................18
                           (b)      Agreements of WorldPort Pending the Closing..................................20




                                       ii

<PAGE>



         8.       CONDITIONS PRECEDENT TO THE CLOSING............................................................21
                           (a)      Conditions Precedent to WorldPort's Obligations..............................21
                           (b)      Conditions Precedent to the Obligations of WWC and
                                    The WWC Shareholder..........................................................23

         9.       OTHER MATTERS..................................................................................24
                           (a)      Piggyback and Demand Registration Rights.....................................25
                           (b)      "Market Stand-Off" Agreement.................................................25
                           (c)      Substitution of WorldPort Into Any WWC Agreement.............................25

         10.      INDEMNIFICATION................................................................................25
                           (a)      General Indemnification Obligation of WWC and The
                                    WWC Shareholder..............................................................25
                           (b)      General Indemnification Obligation of WorldPort..............................26
                           (c)      Limitation of Indemnity......................................................26
                           (d)      Method of Asserting Claims, Etc..............................................27
                           (e)      Payment......................................................................28

         11.      TERMINATION AND AMENDMENT......................................................................28
                           (a)      Termination..................................................................28
                           (b)      Waiver.......................................................................29

         12.      MISCELLANEOUS..................................................................................29
                           (a)      Brokers......................................................................29
                           (b)      Expenses.....................................................................29
                           (c)      Survival.....................................................................29
                           (d)      Severability.................................................................29
                           (e)      Notices......................................................................29
                           (f)      Entire Agreement.............................................................30
                           (g)      Binding Effect...............................................................30
                           (h)      Governing Law................................................................30
                           (i)      Press Releases...............................................................30
                           (j)      Assignment...................................................................31
                           (k)      Disclosure Schedule..........................................................31
                           (l)      Counterparts; Headings.......................................................31
                           (m)      Dispute Resolution...........................................................31
</TABLE>



                                       iii

<PAGE>



                          AGREEMENT AND PLAN OF MERGER


         THIS AGREEMENT AND PLAN OF MERGER  ("Agreement") is effective as of the
20th day of April, 1997, by and among WorldPort Communications, Inc., a Delaware
corporation ("WorldPort"),  WorldPort Acquisitions, Inc., a Delaware corporation
and a wholly-owned subsidiary of WorldPort  ("Acquisitions,  Inc."), The Wallace
Wade Company a Texas corporation  ("WWC"), and the sole shareholder of WWC, John
W. Dalton (the "WWC Shareholder").


                              W I T N E S S E T H:

         WHEREAS, the respective Boards of Directors of WorldPort, Acquisitions,
Inc.  and WWC have  approved  and adopted  this  Agreement  (or with  respect to
Acquisitions,  Inc.,  will have  approved  and adopted this  Agreement  prior to
Closing  (as  hereafter   defined))   providing  for  the  merger  of  WWC  into
Acquisitions,  Inc. (the "Merger"), upon the terms and subject to the conditions
set forth herein, whereby each issued and outstanding share of WWC Capital Stock
(the "WWC Shares") will be converted into shares of WorldPort  Common Stock, par
value $.0001 per share, (the "WorldPort Common Stock");

         WHEREAS,  WWC is a  telecommunications  marketing and  consulting  firm
which produces and  implements  marketing  strategies  for clients  ranging from
small companies to large corporate clients;

         WHEREAS,  the  WWC Shareholder,  as  the  sole  shareholder of WWC, has
approved and adopted this Agreement;

         WHEREAS, WorldPort,  as the sole shareholder of Acquisitions, Inc., has
approved and adopted this Agreement;

         WHEREAS, for income tax purposes,  it is intended that the Merger shall
qualify as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code");

         WHEREAS,  WorldPort,  Acquisitions,  Inc., WWC, and the WWC Shareholder
desire to make certain representations,  warranties and agreements in connection
with the Merger and also to prescribe various conditions to the Merger;

         NOW,   THEREFORE,   in   consideration   of  the   premises   and   the
representations,  warranties and agreements herein contained,  the parties agree
as follows:

         1.       THE MERGER.

                  (a)      Merger.  Upon the terms and subject to the conditions
         hereof,  and  in  accordance  with the Delaware General Corporation Law
         (the "Act"),  WWC shall be merged with and into Acquisitions,  Inc.  at
         the  Effective  Time  (as defined below).  Following  the  Merger,  the
         separate  corporate  existence of WWC shall cease and Acquisition, Inc.


                                        1

<PAGE>



         shall  continue   as   the   surviving  corporation   (the   "Surviving
         Corporation")  and  shall  succeed  to  and  assume  all the rights and
         obligations  of WWC in accordance with the Act.

                  (b) Effective Time. The Merger shall become effective when (i)
         the  Certificate  of Merger  executed in  accordance  with the relevant
         provisions of the Act, is filed with the Division of Corporation in the
         Department of State of the State of Delaware and (ii) when the Articles
         of Merger  executed in accordance  with the relevant  provisions of the
         Texas Business  Corporation  Act, are filed with the Secretary of State
         of the State of Texas (the "Effective Time").

                  (c)     Certificate of Incorporation and Bylaws; Directors and
         Officers of Surviving Corporation.

                           (i) The  Certificate of  Incorporation  and Bylaws of
                  Acquisitions,  Inc.,  as in  effect  immediately  prior to the
                  Effective Time, shall be the Certificate of Incorporation  and
                  Bylaws of the Surviving  Corporation until thereafter  changed
                  or amended as provided therein or by applicable law.

                           (ii)     The  directors  of Acquisitions, Inc. at the
                  Effective  Time  shall  be  the  directors  of  the  Surviving
                  Corporation and will hold office from the Effective Time until
                  their respective  successors are duly elected or appointed and
                  qualified. The officers of Acquisitions, Inc. at the Effective
                  Time  shall   be   the   initial  officers  of the   Surviving
                  Corporation.

                  (d)  Conversion of  Securities.  As of the Effective  Time, by
         virtue of the  Merger  and  without  any  action on the part of the WWC
         Shareholder  and subject to the provisions of Section 1(f) hereof,  all
         WWC Shares issued and  outstanding  immediately  prior to the Effective
         Time shall be converted into 1,400,000 shares of validly issued,  fully
         paid and  nonassessable  shares  of  WorldPort  Common  Stock.  All WWC
         Shares,  when so converted,  shall no longer be  outstanding  and shall
         automatically  be  canceled  and  retired  and each  holder  of a stock
         certificate  representing any WWC Shares shall cease to have any rights
         with  respect  thereto,  except the right to receive  WorldPort  Common
         Stock  and the Cash and Note  Payment  described  below,  and any cash,
         without interest,  in lieu of fractional shares to be issued or paid in
         consideration therefor upon the surrender of such stock certificate.

                  (e) Cash and Note  Payment.  In  addition  to  receipt  of the
         WorldPort Common Stock as described  herein,  the WWC Shareholder shall
         also  receive  a cash  payment  in the  total  aggregate  amount of TWO
         HUNDRED  FIFTY  THOUSAND  DOLLARS  ($250,000)  payable as follows:  (i)
         $75,000 to be  delivered  at Closing  (as  defined in Section 6) in the
         form of a  corporate  check  payable  to the WWC  Shareholder  and (ii)
         $175,000  pursuant  to the terms of the  promissory  note (the  "Note")
         attached hereto as Exhibit B and incorporated  herein by reference (the
         "Cash and Note Payment").

                  (f)    Delivery of Certificates of WorldPort Common Stock Into
         Escrow and Conditions of Distribution. As soon as practicable after the
         Effective Time,  WorldPort  shall  prepare  for  the benefit of the WWC
         Shareholder a certificate or certificates representing 1,400,000 shares
         of WorldPort Common Stock. WorldPort shall deliver the 1,400,000 shares


                                        2

<PAGE>



         of WorldPort  Common Stock to OTC Stock Transfer,  Inc. as escrow agent
         (the "Escrow  Agent") at Closing,  to be held in escrow and released to
         the WWC  Shareholder  upon the  occurrence  of certain  conditions  and
         performance  objectives as set forth below and in the Escrow  Agreement
         attached hereto as Exhibit C and incorporated  herein by reference (the
         "Escrow Agreement"):

                           (i) WWC Financial Statements.  As soon as practicable
                  after the Closing,  but in any event not later than forty five
                  (45) days after the Closing,  the WWC Shareholder will deliver
                  to WorldPort audited financial statements of WWC for the years
                  ending  March  31,  1996 and  1997,  together  with the  notes
                  thereto (the "WWC  Financial  Statements"),  audited by Arthur
                  Andersen LLP ("Arthur  Andersen").  Upon delivery to WorldPort
                  of the WWC Financial Statements the Escrow Agent shall deliver
                  to  the  WWC   Shareholder  a  certificate   or   certificates
                  representing  500,000 shares of WorldPort Common Stock. In the
                  event  the  WWC  Financial  Statements  are not  delivered  to
                  WorldPort  within forty five (45) days after the Closing,  the
                  Escrow  Agent shall  return  500,000  shares of the  WorldPort
                  Common Stock to WorldPort for cancellation.

                                    (1)  Expenses.  The  fees  and  expenses  of
                           Arthur  Andersen in connection  with the audit of the
                           WWC  Financial  Statements  shall be borne  one-third
                           (1/3) by the WWC Shareholder  and two-thirds  (2/3)by
                           WorldPort.

                           (ii) Business Relationship  Agreement.  Upon delivery
                  to WorldPort of a binding,  executed agreement  establishing a
                  formal business relationship, acceptable to WorldPort, between
                  Acquisitions,   Inc.  (or  WorldPort)  and  an   international
                  telecommunications  network  operator that provides  customers
                  with  voice and data  services  such as managed  data  network
                  services,  virtual  private  networks,   electronic  commerce,
                  transaction  processing  transmission,  VSAT,  X.25, and frame
                  delay ("Business  Relationship  Entity"),  including,  but not
                  limited  to,  those  entities  set  forth  in  the  disclosure
                  schedule   attached  as  Exhibit  E  hereto  (the  "Disclosure
                  Schedule"),   the  Escrow  Agent  shall  deliver  to  the  WWC
                  Shareholder a certificate or certificates representing 700,000
                  shares of WorldPort  Common Stock. In the event that WorldPort
                  does not enter into an acceptable business relationship with a
                  Business  Relationship Entity by December 31, 1997, the Escrow
                  Agent shall return 700,000 shares of WorldPort Common Stock to
                  WorldPort for cancellation.

                           (iii) New  Business  Development.  Upon  delivery  to
                  WorldPort  of a  binding  executed  agreement(s)  establishing
                  formal  business   relationships,   acceptable  to  WorldPort,
                  between  Acquisitions,  Inc.  (or  WorldPort)  and one or more
                  debit card/pre- paid calling card  distribution  networks,  or
                  one or more long distance carriers or resellers,  that results
                  in commitments to WorldPort of (a) consolidated gross revenues
                  in  excess of  $700,000  per  month or (b)  gross  margins  of
                  $50,000 per month,  the Escrow Agent shall  deliver to the WWC
                  Shareholder a certificate or certificates representing 200,000
                  shares  of  WorldPort  Common  Stock.  In the  event a  formal
                  business  relationship  which is approved  and  acceptable  to
                  WorldPort's  Board  of  Directors,  with  one  or  more  debit
                  card/pre-paid  calling card distribution  networks,  or one or
                  more long distance service carriers or resellers, as described
                  


                                        3

<PAGE>



                  above is not entered  into by December  31,  1997,  the Escrow
                  Agent shall return 200,000  shares of  WorldPort  Common Stock
                  to WorldPort for cancellation.

         2.       REPRESENTATIONS AND WARRANTIES OF THE WWC SHAREHOLDER.
To induce WorldPort and Acquisitions, Inc. to enter into this Agreement, the WWC
Shareholder represents and warrants to WorldPort and Acquisitions, Inc. that the
following  statements are true,  correct and complete as of the date hereof, and
will be true, correct and complete as of the date of Closing.

                  (a)   Ownership   of  Shares.   The  WWC   Shareholder   owns,
         beneficially  and of  record,  the one  hundred  percent  (100%) of WWC
         Shares, free and clear of any lien, security interest,  pledge,  claim,
         demand  or   encumbrance  or  restriction  of  any  kind  or  character
         whatsoever,  and the Shares  represent  all the issued and  outstanding
         shares of capital  stock and equity  securities of WWC. All such Shares
         are duly authorized,  validly issued,  fully paid and nonassessable and
         have, all the rights, privileges and preferences ordinarily accorded to
         capital stock or equity securities.

                  (b) No  Transfer  of  WorldPort  Shares.  The WWC  Shareholder
         represents  and  warrants  that he has no present  plan,  intention  or
         arrangement  to sell,  transfer or  otherwise  dispose of any shares of
         WorldPort Common Stock to be received in the Merger.

                  (c) No Transfer of WWC's Shares.  The WWC  Shareholder  agrees
         that  prior to the  Effective  Time of the  Merger,  he will not  sell,
         transfer or otherwise dispose of any WWC Common Stock.

                  (d) Authority.  The WWC  Shareholder now has and will have, at
         the Closing,  full power,  authority and legal right to enter into this
         Agreement.  This  Agreement is the valid and binding  obligation of the
         WWC Shareholder.

                  (e)  Compliance  with Law.  To the best  knowledge  of the WWC
         Shareholder,  the consummation of the transactions  contemplated hereby
         will be in compliance with all applicable laws, rules,  regulations and
         requirements of all Federal,  state and local governmental  authorities
         without  the  necessity  for any  license or permit or other  action or
         permission in the nature thereof,  or any registration with, or consent
         of, any such governmental authority.

                  (f) No Litigation. There are no suits or proceedings at law or
         in  equity,  or before  or by any  governmental  agency or  arbitrator,
         pending,  or to the best knowledge of the WWC Shareholder,  threatened,
         anticipated or  contemplated,  which in any way affect the consummation
         of the transaction  contemplated  hereby or, if valid, would constitute
         or result in a breach of any representation,  warranty or Agreement set
         forth herein.

                  (g)  Solvency.   The  WWC  Shareholder  is  not  bankrupt  nor
         insolvent  nor has the WWC  shareholder  assigned  its  estate  for the
         benefit  of  creditors,  entered  into any scheme or  arrangement  with
         creditors,  nor  has  any  present  intention  to  file a  petition  in
         bankruptcy,  assign its estate for the benefit of  creditors,  or enter
         into any scheme or arrangement with creditors.  The WWC Shareholder has
         no  knowledge  of any  basis for the  filing by any other  person of an
         involuntary  petition in bankruptcy with respect to any WWC Shareholder
         or WWC.


                                        4

<PAGE>




                  (h) No Material  Misstatements.  The WWC  Shareholder  has not
         made any material misstatement of fact or omitted to state any material
         fact  necessary  or  desirable  to  make  complete,  accurate  and  not
         misleading  every  representation,  warranty  and  Agreement  set forth
         herein.

                  (i)      Securities Laws of Compliance.  The WWC Shareholder:

                           (i)  Has  been  represented  by  such  legal  and tax
                  counsel and others,  each of whom has been personally selected
                  by such WWC  Shareholder,  as the WWC  Shareholder  has  found
                  necessary to consult  concerning  this  transaction,  and such
                  representation  has  included  an  examination  of  applicable
                  documents,   and  an  analysis  of  all  tax,  financial,  and
                  securities law aspects.  The WWC Shareholder,  his/her counsel
                  and  advisors,  and  such  other  persons  with  whom  the WWC
                  Shareholder has found it necessary to consult, have sufficient
                  knowledge and experience in business and financial  matters to
                  evaluate  the above  information,  and the merits and risks of
                  the share exchange contemplated by this Agreement, and to make
                  an informed investment decision with respect thereto;

                           (ii)   WorldPort  has  made   available  to  the  WWC
                  Shareholder,  his/her counsel and advisors,  prior to the date
                  hereof,  the  opportunity  to ask questions of, and to receive
                  answers from,  WorldPort and its  representatives,  concerning
                  the terms and  conditions  of the  Merger and access to obtain
                  any information,  documents, financial statements, records and
                  books  (A)  relative  to   WorldPort,   the  business  and  an
                  investment  in  WorldPort,  and (B)  necessary  to verify  the
                  accuracy of any information  furnished to the WWC Shareholder.
                  All   materials   and   information   requested   by  the  WWC
                  Shareholder,   his/her   counsel  and   advisors,   or  others
                  representing  the WWC  Shareholder,  including any information
                  requested  to  verify  any  information  furnished  to the WWC
                  Shareholder, have been made available and examined.

                           (iii) The WWC  Shareholder is acquiring the WorldPort
                  Common  Stock for his own account  and not as a fiduciary  for
                  any other person and for investment purposes only and not with
                  a  view  to  or  for  the  transfer,  assignment,  resale,  or
                  distribution thereof, in whole or in part. The WWC Shareholder
                  understands   the  meaning  and  legal   consequences  of  the
                  foregoing representations and warranties.  The WWC Shareholder
                  is not an  "underwriter"  of the  securities,  as that term is
                  defined  in  Section  2(11)  of the  Securities  Act  of  1933
                  ("Securities  Act"),  and the WWC Shareholder will not take or
                  cause to be taken any action that would  cause  either the WWC
                  Shareholder or WorldPort to be deemed an  "underwriter" of the
                  securities.

                           (iv)  The  WWC  Shareholder   understands   that  the
                  WorldPort  Common  Stock  has not been  registered  under  the
                  Securities   Act  nor  pursuant  to  the   provisions  of  the
                  securities or other laws of any applicable jurisdictions.  The
                  WWC Shareholder  further understands that the WorldPort Common
                  Stock  cannot  be  sold,  assigned,  pledged,  transformed  or
                  otherwise  disposed of until such shares are  registered or an
                  exemption from registration is available.



                                        5

<PAGE>



         3.  REPRESENTATIONS  AND WARRANTIES OF WWC. To further induce WorldPort
and Acquisitions, Inc. to enter into this Agreement, WWC and the WWC Shareholder
jointly and severally represent and warrant the following statements  concerning
the affairs of WWC are true,  correct and  complete as of the date  hereof,  and
will be true, correct and complete as of the date of Closing.

                  (a) Capitalization.  The WWC Capital Stock is duly authorized,
         validly issued and fully paid and nonassessable.  The WWC Capital Stock
         was issued in compliance with all state and federal laws, including all
         securities  laws.  There are no  outstanding  subscriptions,  warrants,
         options,  preemptive  rights, or other agreements or rights of any kind
         to  purchase  or  otherwise  receive or be  issued,  or  securities  or
         obligations of any kind  convertible  into, any shares of capital stock
         of WWC.

                  (b) Organization. WWC is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Texas, and
         has full power and authority,  corporate and otherwise, to carry on its
         business as it is now being  conducted and to own, or hold under lease,
         and use its  properties  and  assets in the  manner in which and in the
         places where such properties and assets are now owned or held and used,
         and is qualified  to do business and is in good  standing in each other
         jurisdiction  where the nature or character of its business so requires
         such  qualification.  WWC has delivered to WorldPort true copies of its
         Articles of Incorporation  and Bylaws,  as are in full force and effect
         as of the date of this Agreement.

                  (c)  Authority.  The execution and delivery of this  Agreement
         and the consummation of the transactions  contemplated hereby have been
         duly  authorized  by the  Board  of  Directors  of WWC  and by the  WWC
         Shareholder.  WWC has the corporate power and authority, to execute and
         deliver this Agreement and, at Closing,  will have the corporate  power
         and authority, and all requisite authority, respectively, to consummate
         the transactions and perform the obligations  contemplated hereby. This
         Agreement  constitutes  the valid and binding  obligation of WWC and is
         enforceable  against WWC in accordance with its terms.  All persons who
         have executed or will execute this Agreement on behalf of WWC have been
         duly  authorized to do so by all  necessary  corporate or other action.
         Neither the  execution  and  delivery of this  Agreement by WWC nor the
         consummation of the transactions contemplated by this Agreement,  will,
         with or without the giving of notice or the  passage of time,  or both,
         violate,  conflict  with,  result in the breach or  termination  of, or
         constitute  a  default  under  (by WWC or any  other  entity  by way of
         substitution, novation or otherwise), or result in the acceleration of,
         or entitle any party to terminate, any Agreement or instrument to which
         WWC is a party or by  which  any of its  property  or  business  may be
         bound,  or accelerate  any obligation  under,  or confer upon any other
         person any interest or right  (including  any right of  termination  or
         cancellation)  in or with  respect to any part of the  property of WWC,
         pursuant  to (i) any  provision  of the  Articles of  Incorporation  or
         Bylaws of WWC, (ii) any provision of any judgment,  order,  injunction,
         decree or award  against  or binding  upon WWC or upon the  securities,
         property or business of WWC, (iii) any provision of any mortgage, lien,
         lease, Agreement, license, contract, understanding, permit, instrument,
         order,  writ,  award,  judgment or decree to which WWC is a party or by
         which it is bound or to which its  properties  or business are subject,
         or (iv) any federal,  state or local law, statute,  ordinance,  rule or
         regulation of any jurisdiction  applicable to WWC or to the securities,
         property or business of WWC.


                                        6

<PAGE>




                  (d) Financial Statements.  WWC shall provide to WorldPort true
         and  correct  copies  of WWC's  audited  financial  statements  for the
         periods ending March 31, 1996 and 1997 (the "WWC Financial Statements")
         on or before  forty-five  (45) days after  Closing.  The WWC  Financial
         Statements  shall fairly  present  WWC's  financial  condition  and the
         results of its operations on a consolidated basis at the relevant dates
         thereof and for the periods covered  thereby,  and shall be prepared in
         accordance with generally accepted accounting principles,  consistently
         applied.

                  (e)      Subsidiaries.  WWC has no subsidiaries.

                  (f) Legal  Proceedings.  Except as set forth in the disclosure
         schedule,  attached  as Exhibit E hereto (the  "Disclosure  Schedule"),
         there  are no Legal  Proceedings  (defined  below)  pending  or, to the
         knowledge  of WWC's  directors  or  officers,  threatened,  nor, to the
         knowledge of WWC's  directors  or officers,  is there any basis for any
         claim,  cause of action or regulatory  initiative which would give rise
         to any  contingent  liability.  To the  knowledge of the  directors and
         officers  of WWC,  WWC has been and is  operating  its  business in all
         material  respects in conformity with applicable  laws,  ordinances and
         regulations to which WWC is subject. No notice of violations against or
         affecting  WWC's  business has been received by WWC from any department
         or  agency  of any  federal,  state  or  local  government.  Since  its
         organization,  WWC has not been charged in any  proceeding  to which it
         has been named as a party and served with process with any violation of
         any  existing  statute,  law,  ordinance,  rule,  regulation,   policy,
         guideline,  judgment,  order or decree;  and  compliance  with existing
         statutes, laws, ordinances, rules, regulations,  policies,  guidelines,
         judgments, orders or decrees in effect as of the date of this Agreement
         has not had a material adverse effect on the business and operations of
         WWC.  For purposes of this  Agreement,  "Legal  Proceedings"  means all
         suits,  actions,  administrative,   arbitration,  regulatory  or  other
         similar proceedings  (including proceedings concerning health or safety
         violations,  labor disputes or grievances,  civil rights discrimination
         cases  and  affirmative   action   proceedings)  and  all  governmental
         investigations  or  audits  pending  or, to the  knowledge  of a party,
         threatened,  and each  judgment,  order,  injunction,  decree  or award
         (whether rendered by a court,  administrative agency, or by arbitration
         pursuant  to a  grievance  or other  procedure)  to which a party or by
         which its  properties or business are bound,  which is  unsatisfied  or
         requires continuing compliance therewith.

                  (g) Tax  Returns.  WWC has  timely  and  correctly  filed  all
         federal,  state and local tax  returns,  whether  relating  to  income,
         sales,  franchise,  real or personal  property or other types of taxes,
         which have been  required to be filed,  and has paid all taxes as shown
         on such returns and all assessments  received by WWC to the extent such
         assessments have become due.

                  (h) Assets. WWC owns,  possesses and controls and has good and
         marketable title to all of its assets,  free and clear of any mortgage,
         lien, claim,  defect,  charge,  encumbrance and right of third parties.
         Such assets are in good operating  condition and repair,  ordinary wear
         and tear excepted, and conform to applicable  ordinances,  regulations,
         building, zoning and other laws and directives.



                                        7

<PAGE>



                  (i)  Conduct  of  Business.  Since  March  31,  1997,  WWC has
         conducted  its business in the ordinary  course,  consistent  with past
         practices,  and has not (i) experienced any material  adverse change in
         its business,  property,  financial condition, net worth, or results of
         operation or prospects,  (ii) amended its Articles of  Incorporation or
         Bylaws, (iii) issued,  transferred,  sold or contracted to sell any WWC
         Capital  Stock or any  bonds,  warrants,  options  or  other  corporate
         securities or  obligations  convertible  into WWC Capital  Stock,  (iv)
         declared  or made  any  payment  or  distribution  to its  shareholders
         (except  for the payment of  salaries  at then  existing  rates and the
         reimbursement of reasonable  expenses to any of its shareholders),  (v)
         purchased  options or purchased or redeemed any WWC Capital Stock, (vi)
         incurred any obligation or liability,  absolute or  contingent,  except
         obligations  and  liabilities  incurred in the  ordinary  course of the
         operation of its business,  (vii)  cancelled,  without payment in full,
         any notes,  loans or other  obligations  receivable  from any  officer,
         director or  shareholder  or any member of the families of any officer,
         director or shareholder, or from any corporation, partnership, or other
         entity in which any officer, director or shareholder,  or any member of
         their  families  then  had any  direct  or  indirect  interest,  (viii)
         mortgaged,  pledged or subjected to lien any of its assets,  (ix) sold,
         assigned,  or transferred any of its assets,  or cancelled any debts or
         claims held by it, except for fair market value in the ordinary  course
         of its  business  as carried  on, at and prior to March 31,  1997,  (x)
         sold, assigned, transferred, mortgaged, pledged or subjected to lien or
         permitted  to  lapse  copyrights,  trademarks,  trade  names,  patents,
         licenses or other  intangible  assets or rights to use such  intangible
         assets,  (xi) increased the compensation  payable, or to become payable
         to its  officers,  directors or  shareholders,  or employees  (the term
         "compensation" to include salaries, bonuses, fringe benefits, pensions,
         profit participations and payments or benefits of any kind whatsoever),
         (xii) to the knowledge of its directors and officers, performed any act
         which will make it liable for, or incurred any liability for, direct or
         consequential  damages not fully covered by  insurance,  or (xiii) made
         any change in its method of accounting or accounting practices.

                  (j) Accounts  Receivable.  The  accounts and notes  receivable
         shown  in the WWC  Financial  Statements  and all  accounts  and  notes
         receivable  thereafter  acquired by WWC prior to the Closing  have been
         collected  or are  reasonably  expected to be  collectible  in the full
         amounts therefor.

                  (k) Contracts. Except as set forth on the Disclosure Schedule,
         WWC has no material obligation,  contract,  Agreement, lease, sublease,
         commitment or understanding of any kind, nature or description, oral or
         written,  fixed  or  contingent,  due or to  become  due,  existing  or
         inchoate  which  involves  an  obligation  in  excess  of  $1,000  (the
         "Material  Contracts").   All  Material  Contracts  set  forth  on  the
         Disclosure  Schedule  are,  in full  force and  effect  and are  valid,
         binding and enforceable in accordance with their respective  terms; all
         parties  to such  Material  Contracts  have  complied  in all  material
         respects with the provisions  thereof;  no such party is to the best of
         WWC's or the WWC  Shareholder's  knowledge,  in default in any  respect
         under  any  term  thereof  and  to  the  best  of  WWC's  and  the  WWC
         Shareholder's knowledge, no event has occurred that with the passage of
         time and/or giving of notice would constitute a material default by any
         party  under  any   provision   thereof.   No   consent,   approval  or
         authorization  of any third party is required  in  connection  with the
         consummation of the transactions contemplated hereunder.



                                        8

<PAGE>



                  (l) Contracts  under  Negotiation.  WWC has developed  certain
         business  relationships  with (i) an  international  telecommunications
         network  operator that provides  customers with voice and data services
         such as  managed  data  network  services,  virtual  private  networks,
         electronic commerce,  transaction processing transmission,  VSAT, X.25,
         and frame  delay,  including,  but not limited to,  those  entities set
         forth on  Disclosure  Schedule  1(f)(ii),  and  (ii) one or more  debit
         card/pre-paid  calling  card  distribution   networks,   long  distance
         carriers  or  resellers,  which  will  result in  significant  business
         opportunities  for  Acquisitions,   Inc.  and/or  WorldPort,  including
         favorable   access  to  a  global   telecommunications   network   with
         transmission facilities in over 200 countries worldwide.

                  (m) Employment and Other Contracts. Except as set forth on the
         Disclosure Schedule, WWC is not, directly or indirectly, a party to any
         written or oral (i) employment contract with any directors, officers or
         employees  having  a  term  expiring  after  the  Closing,  (ii)  sales
         representation,  agency or  distribution  contract or Agreement,  (iii)
         expense  reimbursement  plan or arrangement which will result in unpaid
         obligations  of WWC after the  Closing,  (iv)  management,  employment,
         consulting,  agency or other  Agreement  for  personal  services  to be
         rendered by any person  (including,  but not limited to, any investment
         advisor,  distributor,  sales representative or agency, or advertiser),
         or (v) contract with any shareholder or any person  affiliated with any
         shareholder.

                  (n)      ERISA.  WWC has not had since its  organization,  and
         will  not  have  at any time between the date of this Agreement and the
         Closing, any ERISA Plan or Multi-Employer Plan.

                  (o)      Employee  Matters.   Except   as  set  forth  on  the
         Disclosure Schedule, or as otherwise provided in this Agreement:

                           (i)  All  legally  enforceable  obligations  of  WWC,
                  whether  arising by operation of law,  contract,  Agreement or
                  otherwise, for salaries, wages, vacation and holiday pay, sick
                  pay,  incentive  compensation,  deferred  compensation,  sales
                  compensation  and  bonuses or other forms of  compensation  or
                  benefits  which are, or may become,  payable to its current or
                  former  employees,  directors,  officers,  agents or any other
                  individual  (or any of  their  respective  dependents,  heirs,
                  legatees, beneficiaries or legal representatives) with respect
                  to periods ending on or before the Closing, have been paid, if
                  due,  or  adequate  accruals,  if accruals  are  required,  in
                  accordance with generally accepted accounting principles,  for
                  such payments will be made prior to the Closing.

                           (ii)  WWC  does   not   have   any   plan,   program,
                  arrangement,  Agreement or obligation  to provide  benefits in
                  the form of bonus, incentive,  deferred compensation,  dental,
                  stock   options,   medical,    disability,    hospitalization,
                  insurance,  death benefits or any other  employee  benefits of
                  any kind whatsoever, which requires WWC to provide benefits to
                  its  employees,  directors,  officers,  agents  or  any  other
                  individuals  (or any of their  respective  dependents,  heirs,
                  legatees, beneficiaries or legal representatives).

                           (iii)  WWC has complied, and through the Closing will
                  continue to comply,  with  the  provisions of the Consolidated



                                        9

<PAGE>



                  Omnibus  Reconciliation  Act  of  1985, as amended  ("COBRA"),
                  relating to the continuation of insurance  coverage for former
                  employees and their dependents.

                           (iv) WWC has complied with all material  requirements
                  of the  Code,  ERISA and other  applicable  federal  and state
                  laws, and the regulations promulgated thereunder, which relate
                  to any employees,  former  employees or  beneficiaries of such
                  employees,  or to any salary, bonus,  incentive  compensation,
                  deferred  compensation,  sales  compensation,  ERISA  Plans or
                  other  employee  benefit plan or similar  arrangement  binding
                  upon WWC (whether or not existing on the date hereof or at the
                  Closing).

                           (v) WWC has no  policies,  plans or  agreements  with
                  respect to payments of severance pay to employees  which could
                  require  any  payments  or  severance  pay  to  any  employees
                  terminated  subsequent to the Closing.  No employee terminated
                  by WWC on or prior to the  Closing  has or will have any right
                  to severance pay.

                           (vi)  Neither  the  execution  or  delivery  of  this
                  Agreement,   nor   the   consummation   of  the   transactions
                  contemplated hereby, will (1) result in any payment, including
                  severance,  unemployment  compensation,  golden  parachute  or
                  otherwise,  becoming  due under any  employee  benefit plan or
                  otherwise,  (2) increase any benefits  otherwise payable under
                  any  such  employee   benefit  plan,  or  (3)  result  in  the
                  acceleration of the time of payment or vesting of any benefits
                  thereunder.

                  (p)  Labor  Practices.  WWC is not a party  to any  collective
         bargaining  Agreement,  and no union or group is  seeking to become the
         collective  bargaining  representative for any unit of the employees of
         WWC. There are no pending (i) unfair labor practice complaints against,
         (ii)  arbitration  proceedings  or  grievances  involving,  (iii)  OSHA
         citations,  wage and hour complaints or EEO charges against, (iv) NIOSH
         health hazard  evaluation  determinations  against,  or (v) findings of
         noncompliance with respect to affirmative action  requirements  against
         WWC, and there is no pending  labor strike nor, to the knowledge of the
         Directors  and  officers of WWC,  has any such  complaint,  proceeding,
         citation, charge, determination, finding or strike been threatened. WWC
         has not  experienced  any material  strike or work stoppage  during the
         three years prior to the date hereof.  WWC is not engaged in any unfair
         labor practices.

                  (q) Real Property Ownership and Lease  Obligations.  Except as
         set forth in the Disclosure  Schedule,  WWC does not, as of the date of
         this Agreement,  and will not, between the date hereof and the Closing,
         own any real estate  interests  or leasehold  interests.  All leases to
         which WWC is a party are valid and in full force and effect, all rental
         and other payments under such leases have been paid when due, and there
         exists no default, or event which with the passage of time or notice or
         both would constitute a default,  under any such lease. The transaction
         contemplated  by this  Agreement  will not cause  any of the  leases to
         terminate.

                  (r)   Investment  Company  Act;  Etc.    WWC  is  not  (i)  an
         "investment  company"  or  a  company  "controlled"  by  an "investment
         company," within the meaning of the Investment  Company Act of 1940, as
         amended,  (ii)  a  "holding  company"  or  a  "subsidiary company" of a
         "holding company,"  or  an  "affiliate"  of a "holding company" or of a
         


                                                        10

<PAGE>



         "subsidiary company" of a "holding  company," as such terms are defined
         in the Public Utility Holding Company Act of 1935, as amended, or (iii)
         a "public  utility,"  as such term is defined in the Federal Power Act,
         as amended.

                  (s)  Title.  Upon delivery of the WWC Capital Stock, WorldPort
         will have good  and  marketable  title  thereto,  free and clear of all
         liens,  encumbrances,   preemptive  rights,   and  other   restrictions
         whatsoever;

                  (t) Ownership of Proprietary Rights. WWC owns or has the right
         to use all patents,  trademarks,  service  marks,  trade  names,  trade
         secrets,   business  names,  other  source  or  business   identifiers,
         copyrights,   designs,  and  other  intellectual   property;   and  all
         proprietary   techniques,   processes,   methods  of   production   and
         commercialization,  specifications  and  know-how;  and  all  licenses,
         rights and rights of way, whether from private or governmental  sources
         (collectively "proprietary rights") pertaining to or useful in relation
         to its  business  as now  conducted  or  proposed  to be  conducted  as
         contemplated by WorldPort. No director,  officer,  shareholder,  or key
         employee has an interest,  whether direct or indirect,  in any business
         which is a competitor of WWC;

                  (u)  Plans.  The  Disclosure  Schedule  sets  forth a true and
         complete  list  of  (1)  each  employment,   profit  sharing,  deferred
         compensation,  bonus, stock option, stock purchase,  pension, retainer,
         consulting,  retirement, health, welfare, or incentive plan or contract
         to which WWC is a party;  and (2) each plan or  Agreement  under  which
         "fringe  benefits"  (including,  but not limited to,  vacation plans or
         programs,  sick leave  plans or  programs,  dental or medical  plans or
         programs,  severance plans or programs and related or similar benefits)
         are afforded to employees of WWC. WWC is not in default with respect to
         any material term of any such Agreement, plan, program or contract;

                  (v) Permits; Authorizations. WWC has all permits, licenses and
         other authorizations  necessary to the conduct of its business,  and no
         permits, licenses or other authorizations have been, or are required to
         be,  obtained  or  maintained,  or will be  required  to be obtained or
         maintained upon consummation of the transactions  contemplated  hereby,
         and no governmental  authority or agency with jurisdiction over WWC has
         asserted or, to the best of the WWC  Shareholder's and WWC's knowledge,
         is likely to assert that any permits,  licenses or other authorizations
         have been,  or are required to be,  obtained or  maintained  by WWC, or
         will be required to be obtained or maintained upon  consummation of the
         transactions  contemplated  hereby,  other  than  those  which  WWC has
         already obtained, with respect to the operation of WWC's business under
         any law or any regulations in effect on the date hereof, including, but
         not  limited  to,  laws  relating to  pollution  or  protection  of the
         environment, including laws relating to emissions, discharges, releases
         or  threatened  releases of  pollutants,  contaminants,  chemicals,  or
         industrial  or  hazardous  substances  or wastes  into the  environment
         (including,  without  limitation,  ambient air,  surface water,  ground
         water, land surfaces or subsurface strata) or otherwise relating to the
         manufacture,   processing,   distribution,   use,  treatment,  storage,
         disposal, transport or handling of pollutants,  contaminants, chemicals
         or industrial  toxic or hazardous  substances or wastes  (collectively,
         the "Environmental  Laws"). Except as noted in the Disclosure Schedule,
         to the best of the WWC  Shareholder's  and WWC's  knowledge,  WWC is in
         substantial  compliance,  and  upon  consummation  of the  transactions
         contemplated hereby will continue in substantial  compliance,  with all
         material limitations,


                                       11

<PAGE>



         restrictions,   conditions,  standards,   prohibitions,   requirements,
         obligations,  schedules and timetables contained in all laws applicable
         to  WWC  (including  all  Environmental   Laws)  or  contained  in  any
         regulation, code, plan, order, decree, judgment,  injunction, notice or
         demand letter  issued,  entered,  promulgated  or approved  thereunder,
         unless the failure to so comply  would not have a material  and adverse
         effect on the  business  of WWC.  No  events,  conditions,  activities,
         practices,  incidents,  actions or plans of action taken or to be taken
         by WWC or, to the best of the WWC  Shareholder's  and WWC's  knowledge,
         any predecessor in interest, are reasonably likely to interfere with or
         prevent  substantial  compliance or continued  compliance  with, to the
         extent any are applicable,  all laws (including the Environmental Laws)
         or  with  any  regulation,   code,  plan,  order,   decree,   judgment,
         injunction,  notice or demand letter  issued,  entered,  promulgated or
         approved thereunder;

                  (w)  Other   Obligations.   Except   as  and  to  the   extent
         specifically  reflected  or  reserved  against  in  the  WWC  Financial
         Statements,  and  non-material  items arising in the ordinary course of
         business  thereafter,  WWC has no liabilities or  obligations,  whether
         absolute,  accrued,  contingent or otherwise,  whether due or to become
         due (including, without limitation, any liability for taxes), which are
         individually  or in the  aggregate,  material to the WWC  Shareholder's
         condition (financial or otherwise) or the prospects of its business;

                  (x)  Approvals.  Except  as set  forth in this  Agreement  and
         except as to matters  for which WWC is  responsible  hereunder,  to the
         knowledge of WWC's directors and officers,  no authorization,  consent,
         order, permit or approval of, or filing with, any federal, state, local
         or foreign  government or governmental  agency or any other  authority,
         private person or entity,  is necessary for the  consummation by WWC of
         the transactions contemplated by this Agreement.

                  (y) Untrue  Statements.  The  representations or warranties of
         WWC contained in this Agreement or any written certificate furnished to
         WorldPort  by  or  on  behalf  of  WWC  in  connection  herewith  or in
         connection with the transactions contemplated herein do not contain and
         will not contain  any untrue  statement  of a material  fact and do not
         omit and will not omit to state any material fact required to be stated
         herein  or  therein  or  otherwise  necessary  to make  the  statements
         contained  herein  or  therein  not  false  or  misleading.  All of the
         representations  and warranties  made by WWC in this Agreement shall be
         true and  correct on the  Closing  with the same  effect as if they had
         been made on the Closing.

                  (z)  Availability  of Documents.  The WWC  Shareholder and WWC
         have made  available to WorldPort  copies of all  documents,  including
         without limitation all agreements,  contracts,  commitments,  insurance
         policies,  leases, plans,  instruments,  undertakings,  authorizations,
         permits,  licenses,  rights of way,  patents,  trademarks,  tradenames,
         service  marks,  copyrights  and  applications  therefor,  referred  to
         herein.  Such copies are true and complete and include all  amendments,
         supplements and  modifications  thereto or waivers  currently in effect
         thereunder.

         4.       REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
ACQUISITIONS,  INC.  To induce  WWC and the WWC  Shareholder  to enter into this
Agreement,  Acquisitions,  Inc.  represents  and  warrants  that  the  following
statements will be true, correct and complete as of the day of Closing:



                                       12

<PAGE>



                  (a)  Organization, Standing and Qualification.  As of Closing,
         Acquisitions, Inc.  shall be duly organized and validly existing and in
         good standing under the laws of the State of   Delaware,  and  shall be
         authorized and qualified to own and  operate  its properties and assets
         and conduct its business in all jurisdictions where such properties and
         assets are owned and operated and such business conducted.

                  (b)      Authority.  As  of  Closing, Acquisitions, Inc. shall
         have the full right, power  and  authority   to  execute,  deliver  and
         perform the terms of this Agreement.  This  Agreement  shall  have been
         duly  authorized  by  Acquisitions,  Inc.  and  constitutes  a  binding
         obligation  of  Acquisitions,  Inc., enforceable in accordance with its
         terms.

                  (c) Compliance with Law. Neither the execution and delivery of
         this Agreement nor consummation of the transactions contemplated hereby
         will  conflict  with or result in a breach of or  constitute  a default
         under  any   provision   of   Acquisitions,   Inc.'s   Certificate   of
         Incorporation  or  Bylaws or any  indenture,  loan  Agreement  or other
         material  obligation or liability to which it is a party or by which it
         is bound.

         5.       REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
WORLDPORT.  To induce WWC and the WWC  Shareholder to enter into this Agreement,
WorldPort  represents  and  warrants  that the  following  statements  are true,
correct  and  complete  as of the date  hereof,  and will be true,  correct  and
complete as of the date of Closing:

                  (a)  Capitalization.  The  WorldPort  Capital  Stock  is  duly
         authorized,  validly  issued  and  fully  paid and  nonassessable.  The
         WorldPort  Capital  Stock was issued in  compliance  with all state and
         federal laws,  including all securities laws. Except as is set forth in
         the  Disclosure  Schedule,  there  are  no  outstanding  subscriptions,
         warrants,  options, preemptive rights, or other agreements or rights of
         any kind to purchase or otherwise  receive or be issued,  or securities
         or  obligations  of any kind  convertible  into,  any shares of capital
         stock of WorldPort.

                  (b)  Organization.  WorldPort is a corporation duly organized,
         validly  existing and in good  standing  under the laws of the State of
         Delaware,  has full power and authority,  corporate and  otherwise,  to
         carry on its business as presently  conducted and to own, or hold under
         lease,  and use its properties and assets in the manner in which and in
         the places where such  properties  and assets are now owned or held and
         used.  WorldPort  is  duly  qualified  to do  business  and is in  good
         standing in each other jurisdiction in which it is required to qualify,
         except  where the  failure  to so  qualify  would  not have a  material
         adverse effect on WorldPort's business.  WorldPort has delivered to WWC
         true copies of its Certificate of Incorporation  and Bylaws,  as are in
         full force and effect as of the date of this Agreement.

                  (c)  Authority.  The execution and delivery of this  Agreement
         and the consummation of the transactions  contemplated hereby have been
         duly  authorized by the Board of Directors of WorldPort.  WorldPort has
         the corporate power and authority to execute and deliver this Agreement
         and, at the Closing  will have the  corporate  power and  authority  to
         consummate the  transactions  and perform the obligations  contemplated
         hereby. This Agreement  constitutes the valid and binding obligation of
         WorldPort  enforceable  against WorldPort in accordance with its terms.
         All persons who have executed or will execute this  Agreement on behalf
         of  WorldPort  have  been  duly  authorized  to  do so by all necessary


                                       13

<PAGE>



         corporate  action of  WorldPort.  Neither the execution and delivery of
         this Agreement by WorldPort,  nor the  consummation of the transactions
         contemplated  by this  Agreement,  will,  with or without the giving of
         notice or the passage of time, or both, violate,  conflict with, result
         in the breach or  termination  of, or  constitute  a default  under (by
         WorldPort  or any other  entity  by way of  substitution,  novation  or
         otherwise),  or result in the  acceleration of, or entitle any party to
         terminate, any Agreement or instrument to which WorldPort is a party or
         by which any of its  property or business may be bound,  or  accelerate
         any obligation  under,  or confer upon any other person any interest or
         right  (including any right of termination or  cancellation) in or with
         respect to any part of the property of  WorldPort,  pursuant to (i) any
         provision of the Certificate of  Incorporation  or Bylaws of WorldPort,
         (ii) any provision of any judgment, order, injunction,  decree or award
         against or binding upon WorldPort or upon the  securities,  property or
         business of  WorldPort,  (iii) any  provision  of any  mortgage,  lien,
         lease, Agreement, license, contract, understanding, permit, instrument,
         order, writ, award, judgment or decree to which WorldPort is a party or
         by  which  it is  bound or to which  its  properties  or  business  are
         subject, or (iv) any federal,  state or local law, statute,  ordinance,
         rule or  regulation of any  jurisdiction  applicable to WorldPort or to
         the securities, property or business of WorldPort.

                  (d) Legal  Proceedings.  Except as set forth in the Disclosure
         Schedule,  there are no Legal Proceedings  pending or, to the knowledge
         of WorldPort's directors or officers, threatened, nor, to the knowledge
         of WorldPort's directors or officers, is there any basis for any claim,
         cause of action or regulatory  initiative  which would give rise to any
         contingent liability. To the knowledge of the directors and officers of
         WorldPort,  WorldPort  has been and is  operating  its  business in all
         material  respects in conformity with applicable  laws,  ordinances and
         regulations  to which  WorldPort  is subject.  No notice of  violations
         against  or  affecting   WorldPort's  business  has  been  received  by
         WorldPort from any department or agency of any federal,  state or local
         government.  Since its organization,  WorldPort has not been charged in
         any  proceeding  to which it has been named as a party and served  with
         process with any  violation of any existing  statute,  law,  ordinance,
         rule, regulation,  policy,  guideline,  judgment,  order or decree; and
         compliance   with   existing   statutes,   laws,   ordinances,   rules,
         regulations,  policies,  guidelines,  judgments,  orders or  decrees in
         effect as of the date of this Agreement has not had a material  adverse
         effect on the business and operations of WorldPort.

                  (e) Tax Returns.  WorldPort has timely and correctly filed all
         federal,  state and local tax  returns,  whether  relating  to  income,
         sales,  franchise,  real or personal  property or other types of taxes,
         which have been  required to be filed,  and has paid all taxes as shown
         on such returns and all assessments received by WorldPort to the extent
         such assessments have become due.

                  (f) SEC Filings. In the last twelve (12) months, WorldPort has
         filed all reports  required to be filed  pursuant to the Securities Act
         of 1933 and the  Securities  Exchange  Act of 1934,  and the  rules and
         regulations promulgated thereunder.

                  (g) Assets.  WorldPort  owns,  possesses  and controls and has
         good and marketable  title to all of its assets,  free and clear of any
         mortgage,  lien, claim, defect, charge,  encumbrance and right of third
         parties.  Such  assets  are in good  operating  condition  and  repair,
         ordinary wear and tear excepted,  and conform to applicable ordinances,
         regulations, building, zoning and other laws and directives.


                                       14

<PAGE>




                  (h) Conduct of Business. Except as set forth in the Disclosure
         Schedule, since March 31, 1997, or as otherwise disclosed in any of the
         Company's   filings  with  the  Securities  and  Exchange   Commission,
         WorldPort has conducted its business in the ordinary course and has not
         (i) experienced any material adverse change in its business,  property,
         financial  condition,  net worth, or results of operation or prospects,
         (ii) amended its Certificate of Incorporation  or Bylaws,  (iii) except
         for a contemplated private placement offering of up to $5,000,000 under
         Regulation D of 1,666,667  shares of Series A Preferred  Stock at $3.00
         per  share,  issued,  transferred,  sold or  contracted  to sell any of
         WorldPort's  Capital  Stock or any  bonds,  warrants,  options or other
         corporate  securities  or  obligations   convertible  into  WorldPort's
         Capital Stock, (iv) declared or made any payment or distribution to its
         shareholders (except for the payment of salaries at then existing rates
         and  the   reimbursement   of   reasonable   expenses  to  any  of  its
         shareholders),  (v)  purchased  options or  purchased  or redeemed  any
         WorldPort's  Capital Stock,  (vi) incurred any obligation or liability,
         absolute or contingent,  except obligations and liabilities incurred in
         the ordinary course of the operation of its business,  (vii) cancelled,
         without  payment  in  full,  any  notes,  loans  or  other  obligations
         receivable  from any officer,  director or shareholder or any member of
         the  families  of any  officer,  director or  shareholder,  or from any
         corporation,  partnership,  or  other  entity  in  which  any  officer,
         director or  shareholder,  or any member of their families then had any
         direct or indirect interest, (viii) mortgaged,  pledged or subjected to
         lien any of its assets, (ix) sold, assigned,  or transferred any of its
         assets,  or cancelled  any debts or claims held by it,  except for fair
         market value in the  ordinary  course of its business as carried on, at
         and  prior  to  March  31,  1997,  (x)  sold,  assigned,   transferred,
         mortgaged,   pledged  or  subjected  to  lien  or  permitted  to  lapse
         copyrights,   trademarks,  trade  names,  patents,  licenses  or  other
         intangible  assets  or  rights  to use  such  intangible  assets,  (xi)
         increased  the  compensation  payable,  or to  become  payable  to  its
         officers,   directors  or   shareholders,   or   employees   (the  term
         "compensation" to include salaries, bonuses, fringe benefits, pensions,
         profit participations and payments or benefits of any kind whatsoever),
         (xii) to the knowledge of its directors and officers, performed any act
         which will make it liable for, or incurred any liability for, direct or
         consequential  damages not fully covered by  insurance,  or (xiii) made
         any change in its method of accounting or accounting practices.

                  (i) Contracts. Except as set forth on the Disclosure Schedule,
         WorldPort does not have any material obligation,  contract,  Agreement,
         lease,  sublease,  commitment or understanding  of any kind,  nature or
         description,  oral or written,  fixed or  contingent,  due or to become
         due,  existing or inchoate  which  involves an  obligation in excess of
         $25,000.  All Material  Contracts set forth on the Disclosure  Schedule
         are, in full force and effect and are valid, binding and enforceable in
         accordance with their  respective  terms;  all parties to such Material
         Contracts  have complied in all material  respects with the  provisions
         thereof;  no such  party is to the best of  WorldPort's  knowledge,  in
         default  in any  respect  under  any  term  thereof  and to the best of
         WorldPort's  knowledge,  no event has occurred that with the passage of
         time and/or giving of notice would constitute a material default by any
         party  under  any   provision   thereof.   No   consent,   approval  or
         authorization  of any third party is required  in  connection  with the
         consummation of the transactions contemplated hereunder.

                  (j)    Employment and Other Contracts.  Except as set forth in
         the Disclosure  Schedule,  WorldPort is not,  directly or indirectly, a
         party    to    any     written     or     oral     ( i )     employment


                                       15

<PAGE>



         contract  with  any  directors,  officers  or  employees  having a term
         expiring  after  the  Closing,  (ii)  sales  representation,  agency or
         distribution contract or Agreement, (iii) expense reimbursement plan or
         arrangement which will result in unpaid  obligations of WorldPort after
         the Closing, (iv) management,  employment,  consulting, agency or other
         Agreement   for  personal   services  to  be  rendered  by  any  person
         (including,  but not limited to, any investment  advisor,  distributor,
         sales  representative or agency,  or advertiser),  or (v) contract with
         any shareholder or any person affiliated with any shareholder.

                  (k)  ERISA.  Except as set forth in the  Disclosure  Schedule,
         WorldPort has not had since its organization,  and will not have at any
         time between the date of this Agreement and the Closing, any ERISA Plan
         or Multi-Employer Plan.

                  (l) Labor Practices.  WorldPort is not and has not ever been a
         party to any collective bargaining Agreement,  and no union or group is
         seeking to become the collective bargaining representative for any unit
         of the  employees of  WorldPort.  There are no pending (i) unfair labor
         practice complaints against, (ii) arbitration proceedings or grievances
         involving,  (iii)  OSHA  citations,  wage  and hour  complaints  or EEO
         charges  against,  (iv) NIOSH health hazard  evaluation  determinations
         against,  or (v) findings of noncompliance  with respect to affirmative
         action  requirements  against WorldPort,  and there is no pending labor
         strike  nor,  to  the  knowledge  of  the  directors  and  officers  of
         WorldPort,  has  any  such  complaint,  proceeding,  citation,  charge,
         determination,  finding or strike been  threatened.  WorldPort  has not
         experienced any material strike or work stoppage during the three years
         prior to the date hereof.  WorldPort is not engaged in any unfair labor
         practices.

                  (m) Real Property Ownership and Lease  Obligations.  Except as
         set forth in the  Disclosure  Schedule,  WorldPort  does not, as of the
         date of this Agreement,  and will not,  between the date hereof and the
         Closing,  own any real estate  interests  or  leasehold  interests  and
         WorldPort is not a party to any lease and has no obligation to make any
         rental or other payments.

                  (n)  Investment  Company  Act;  Etc.  WorldPort  is not (i) an
         "investment  company"  or a  company  "controlled"  by  an  "investment
         company," within the meaning of the Investment  Company Act of 1940, as
         amended,  (ii) a  "holding  company"  or a  "subsidiary  company"  of a
         "holding  company," or an  "affiliate"  of a "holding  company" or of a
         "subsidiary  company" of a "holding company," as such terms are defined
         in the Public Utility Holding Company Act of 1935, as amended, or (iii)
         a "public  utility," as such term is defined in the Federal  Power Act,
         as amended.

                  (o)  Environmental  Permits.  WorldPort  does not engage in or
         conduct any business  which  requires  any  permits,  licenses or other
         authorizations  which are required under federal,  state and local laws
         relating to pollution or protection of the environment,  including laws
         relating to emissions,  discharges,  releases or threatened releases of
         pollutants, contaminants or hazardous or toxic materials or wastes into
         ambient air, surface water, ground water or land, or otherwise relating
         to the manufacture,  processing, distribution, use, treatment, storage,
         disposal,   transport  or  handling  of  pollutants,   contaminants  or
         hazardous or toxic materials or wastes.



                                       16

<PAGE>



                  (p) Approvals.  To the knowledge of WorldPort's  directors and
         officers, no authorization,  consent,  order, permit or approval of, or
         filing  with,  any  federal,  state,  local or  foreign  government  or
         governmental  agency or any other authority,  private person or entity,
         is necessary  for the  consummation  by  WorldPort of the  transactions
         contemplated by this Agreement.

                  (q) Untrue  Statements.  The  representations or warranties of
         WorldPort  contained  in  this  Agreement  or any  written  certificate
         furnished to WWC by or on behalf of WorldPort in connection herewith or
         in connection with the transactions  contemplated herein do not contain
         and will not contain any untrue statement of a material fact and do not
         omit and will not omit to state any material fact required to be stated
         herein  or  therein  or  otherwise  necessary  to make  the  statements
         contained  herein  or  therein  not  false  or  misleading.  All of the
         representations  and  warranties  made by WorldPort  in this  Agreement
         shall be true and  correct on the  Closing  with the same  effect as if
         they had been made on the Closing.

                  (r) Title. Upon issuance of the WorldPort's Capital Stock, the
         WWC Shareholder will have good and marketable  title thereto,  free and
         clear  of  all  liens,  encumbrances,   preemptive  rights,  and  other
         restrictions, other than the conditions set forth therein;

                  (s)  Compliance  with Law.  WorldPort has no knowledge and has
         not received any notice from any federal,  state or local  governmental
         authority that its business does not comply, in all material  respects,
         with any applicable codes,  laws,  ordinances,  rules, and regulations,
         and no proceedings in respect  thereto are pending or, to the knowledge
         of WorldPort, threatened;

                  (t)  Capitalization of the WorldPort.  The authorized  capital
         stock of the WorldPort  consists of 65,000,000  shares of Common Stock,
         par value $.0001 per share, of which  10,883,333  shares are issued and
         outstanding as of April 20, 1997;  and  10,000,000  shares of Preferred
         Stock,  par value  $.0001 per share,  of which no shares are issued and
         outstanding.

                  (u)    Subsidiaries.  Other than Acquisitions, Inc., WorldPort
         has no subsidiaries and no other investment in any person or entity;

                  (v)    Plans.  Except as set forth in the Disclosure Schedule,
         WorldPort has no  employment,  profit  sharing,  deferred compensation,
         bonus,  stock option,  stock purchase,  pension,  retirement,   health,
         welfare, or incentive plans for employees;

                  (w)  Permits;  Authorizations.  No permits,  licenses or other
         authorizations have been, and no governmental  authority or agency with
         jurisdiction over WorldPort has asserted or, to the best of WorldPort's
         knowledge,  is likely to assert  that any  permits,  licenses  or other
         authorizations  have been  required  to be obtained  or  maintained  by
         WorldPort.  To the  best  of  WorldPort's  knowledge,  WorldPort  is in
         substantial  compliance,  and  upon  consummation  of the  transactions
         contemplated hereby will continue in substantial  compliance,  with all
         material    limitations,     restrictions,    conditions,    standards,
         prohibitions,   requirements,  obligations,  schedules  and  timetables
         contained  in all laws  applicable  to  WorldPort  or  contained in any
         regulation, code, plan, order, decree, judgment,  injunction, notice or
         demand letter  issued,  entered,  promulgated  or approved  thereunder,
         unless the failure to so comply  would not have a material  and adverse
         effect on the business of WorldPort. No events, conditions, activities,


                                       17

<PAGE>



         practices,  incidents,  actions or plans of action taken or to be taken
         by WorldPort or, to the best of WorldPort's knowledge,  any predecessor
         in  interest,  are  reasonably  likely  to  interfere  with or  prevent
         substantial  compliance or continued compliance with, to the extent any
         are applicable,  all laws or with any regulation,  code,  plan,  order,
         decree, judgment,  injunction, notice or demand letter issued, entered,
         promulgated or approved thereunder;

                  (x) Offering. Subject to the accuracy of the WWC Shareholder's
         representations  on Exhibit F hereof, the offer and sale of WorldPort's
         Stock constitute transactions exempt from the registration requirements
         of  Section  5 of the  Securities  Act of  1933,  as  amended  and  any
         applicable state Blue Sky Laws;

                  (y) Availability of Documents. WorldPort has made available to
         the  WWC  Shareholder  copies  of  all  documents,   including  without
         limitation all agreements, contracts, commitments,  insurance policies,
         leases,  plans,  instruments,  undertakings,  authorizations,  permits,
         licenses, patents,  trademarks,  tradenames,  service marks, copyrights
         and applications therefor, referred to herein. Such copies are true and
         complete  and include all  amendments,  supplements  and  modifications
         thereto or waivers currently in effect thereunder.

         6.       THE CLOSING.

                  (a) Closing.  The closing (the "Closing") of the  transactions
         contemplated  by this Agreement  shall take place on or before July 18,
         1997,  at the offices of  WorldPort,  or on such other date and time as
         may be  mutually  agreed  upon  in  writing  by  WorldPort  and the WWC
         Shareholder;

         7.       AGREEMENTS PENDING CLOSING.

                  (a)  Agreements  of The WWC  Shareholder  and WWC  Pending the
         Closing.  The WWC Shareholder and WWC covenant and agree that, from the
         date hereof  through the Closing and except as  otherwise  agreed to in
         writing by WorldPort:

                           (i)  Ordinary Course. The WWC Shareholder shall cause
                  the business of   WWC to be, and the business of WWC shall be,
                  conducted solely in the ordinary  course  consistent with past
                  practice, with no changes in methods of management,  operation
                  or accounting;

                           (ii) Maintenance of Assets. The WWC Shareholder shall
                  cause WWC to, and WWC will,  continue to maintain  and service
                  the  physical  assets used in the  conduct of its  business in
                  good working order and condition and in the same manner as has
                  been its consistent past practice;

                           (iii) Employees.  The WWC Shareholder shall cause WWC
                  to, and WWC will, use reasonable efforts to keep available the
                  services of the present  employees  and agents of its business
                  and to maintain  the  relations  and  goodwill  with  material
                  suppliers,  customers,  distributors  and  any  others  having
                  material business relations with WWC;



                                       18

<PAGE>



                           (iv)    Consents.  WWC shall obtain all consents from
                  third parties  necessitated  by  the  terms of any contract to
                  which WWC is a party;

                           (v)   Compliance with Law.  WWC shall comply with all
                 laws, ordinances,   rules, regulations and orders applicable to
                 WWC;

                           (vi)  Performance  of  Obligations.  WWC  shall  have
                  performed  its  obligations  under all contracts and leases to
                  which  it is  subject,  to  the  extent  such  performance  is
                  required prior to the Closing.

                           (vii) Further Disclosure. The WWC Shareholder and WWC
                  shall   promptly   disclose  to   WorldPort   in  writing  any
                  information contained in its representations and warranties or
                  the Exhibits  which,  is incomplete or is no longer correct as
                  of all times, commencing on the date hereof until the Closing.
                  To  the  extent  that  such   disclosures  are  acceptable  to
                  WorldPort,  such disclosures shall be deemed to modify,  amend
                  and supplement the  representations  and warranties of the WWC
                  Shareholder and WWC and/or the Exhibits for all purposes;

                           (viii) Sale and Transfer. The WWC Shareholder and WWC
                  shall not, directly or indirectly, sell or transfer all or any
                  part its assets, other than in the ordinary course of business
                  consistent  with past practice,  nor shall the WWC Shareholder
                  or WWC further encumber all or any part of their assets (other
                  than  purchase  money  security   interests)  or  initiate  or
                  participate in any discussions or negotiations with respect to
                  a sale of its  assets,  a merger or  consolidation  of it with
                  another  entity or enter into any  Agreement  to do any of the
                  foregoing.  The WWC  Shareholder and WWC shall not provide any
                  confidential  information  concerning  WWC's  business  or its
                  properties  or  assets to any third  party  other  than in the
                  ordinary course of business;

                           (ix)   Amendments to Leases and Contracts.  WWC shall
                  not amend any  leases  or  material contracts to which it is a
                  party without the written consent of WorldPort;

                           (x) Access to  Information.  The WWC  Shareholder and
                  WWC shall give to WorldPort's  officers,  employees,  counsel,
                  accountants and other  representatives free and full access to
                  and the right to inspect, during normal business hours, all of
                  the properties, assets, records, contracts and other documents
                  relating to WWC's  business  and shall  permit them to consult
                  with the officers, employees,  accountants, counsel and agents
                  of WWC for the purpose of making such  investigation of WWC as
                  WorldPort   shall   desire   to  make,   provided   that  such
                  investigation  shall not  unreasonably  interfere  with  WWC's
                  business operations.  Furthermore, The WWC Shareholder and WWC
                  shall  furnish  to  WorldPort  all   documents,   records  and
                  information in The WWC  Shareholder's or WWC's possession with
                  respect  to the  affairs of WWC's  business  and copies of any
                  working papers relating thereto,  as WorldPort shall from time
                  to time reasonably request;



                                       19

<PAGE>



                           (xi)     Public Announcement.  Upon execution of this
                  Agreement, WorldPort  and the WWC Shareholder may agree on and
                  issue a joint press release  describing  the  transactions set
                  forth in this Agreement for immediate release to the public.

                           (xii) Confidential  Information.  The WWC Shareholder
                  and WWC will hold,  and shall cause all others,  including The
                  WWC  Shareholder's  and WWC's counsel,  independent  certified
                  public accountants, appraisers and investment bankers to hold,
                  in  confidence  any  confidential  data  or  information  made
                  available to the WWC  Shareholder  or WWC in  connection  with
                  this Agreement or with respect to WorldPort's business,  using
                  the same standard of care to protect such confidential data or
                  information  as  would  be used by a  prudent  and  reasonable
                  business person in similar circumstances.  If the transactions
                  contemplated  by this Agreement are not  consummated,  The WWC
                  Shareholder  agrees  that  it  shall  return  or  cause  to be
                  returned to  WorldPort  all written  materials  and all copies
                  thereof that were supplied to the WWC Shareholder by WorldPort
                  and that contain any such  confidential  data or  information,
                  and  that  the  WWC  Shareholder  will  continue  to  hold  in
                  confidence   any  such   information   which  it  has  in  its
                  possession; and

                           (xiii) Action; Cooperation.  The WWC Shareholder will
                  not  knowingly  take any action which would result in a breach
                  of  any  of  its  representations  and  warranties  hereunder.
                  Furthermore,   the  WWC   Shareholder   shall  cooperate  with
                  WorldPort  and  use  its  best  efforts  to  cause  all of the
                  conditions  to the  obligations  of the  WWC  Shareholder  and
                  WorldPort  under this Agreement to be satisfied on or prior to
                  the Closing.

                  (b)  Agreements  of WorldPort  Pending the Closing.  WorldPort
         covenants  and agrees that,  from the date hereof  through the Closing,
         and except as otherwise agreed to in writing by the WWC Shareholder:

                           (i)     Ordinary Course.  WorldPort shall conduct its
                  business solely  in  the  ordinary course consistent with past
                  practice, with no changes in methods of  management, operation
                  or accounting;

                           (ii) Maintenance of Assets.  WorldPort shall continue
                  to maintain and  service  its assets in the same manner as has
                  been its consistent past practice;

                           (iii)    Compliance with Law.  WorldPort shall comply
                  with  all  laws,  ordinances,  rules,  regulations  and orders
                  applicable to WorldPort;

                           (iv)     Performance of Obligations.  WorldPort shall
                  have performed its  obligations under all contracts and leases
                  to  which  it  is  subject,  to the extent such performance is
                  required prior to the Closing;

                           (v)     Further Disclosure.  WorldPort shall promptly
                  disclose to the WWC  Shareholder  in  writing  any information
                  contained  in  its  representations  and   warranties  or  the
                  Exhibits  which,  is incomplete  or is no longer correct as of
                  all times, commencing on the date hereof until the Closing. To
                  the   extent   that   such    disclosures    are    acceptable


                                       20

<PAGE>



                  to the WWC Shareholder,  such  disclosures  shall be deemed to
                  modify,   amend  and   supplement  the   representations   and
                  warranties of WorldPort and/or the Exhibits for all purposes;

                           (vi) Access to  Information.  WorldPort shall give to
                  the WWC Shareholder and to WWC's officers, employees, counsel,
                  accountants and other  representatives free and full access to
                  and the right to inspect,  during normal business  hours,  any
                  assets,  records,  contracts and other  documents  relating to
                  WorldPort  and shall permit them to consult with the officers,
                  employees,  accountants,  counsel and agents of WorldPort  for
                  the purpose of making such  investigation  of WorldPort as the
                  WWC Shareholder shall desire to make.  Furthermore,  WorldPort
                  shall furnish to the WWC  Shareholder  all documents,  records
                  and information in WorldPort's  possession with respect to its
                  business and copies of any working papers relating  thereto in
                  WorldPort's  possession as the WWC Shareholder shall from time
                  to time reasonably request;

                           (vii)  Action;   Cooperation.   WorldPort   will  not
                  knowingly  take any action  which would  result in a breach of
                  any  of  its   representations   and   warranties   hereunder.
                  Furthermore,   WorldPort   shall   cooperate   with   the  WWC
                  Shareholder  and use its  best  efforts  to  cause  all of the
                  conditions  to  the  obligations  of  WorldPort  and  the  WWC
                  Shareholder  under this  Agreement to be satisfied on or prior
                  to the Closing;

                           (viii) Confidential Information. WorldPort will hold,
                  and shall cause all  others,  including  WorldPort's  counsel,
                  independent  certified  public  accountants,   appraisers  and
                  investment  bankers to hold,  in confidence  any  confidential
                  data or information  made available to WorldPort in connection
                  with this  Agreement or with respect to the WWC  Shareholder's
                  business,  using the same  standard  of care to  protect  such
                  confidential data or information as would be used by a prudent
                  and  reasonable  business  person  in  similar  circumstances;
                  provided that WorldPort may disclose such data and information
                  to  potential  investors  and  lenders.  If  the  transactions
                  contemplated by this Agreement are not consummated,  WorldPort
                  agrees that it shall return or cause to be returned to the WWC
                  Shareholder all written  materials and all copies thereof that
                  were  supplied to  WorldPort by the WWC  Shareholder  and that
                  contain any such  confidential  data or information,  and that
                  WorldPort  will  continue  to  hold  in  confidence  any  such
                  information which it has in its possession; and

                           (ix)     Public Announcement.  Upon execution of this
                  Agreement, WorldPort  and the WWC Shareholder may agree on and
                  issue a joint press release describing the   transactions  set
                  forth in this Agreement for immediate release to the public.

         8.       CONDITIONS PRECEDENT TO THE CLOSING.

                  (a)  Conditions  Precedent  to  WorldPort's  Obligations.  All
         obligations  of  WorldPort  under  this  Agreement  are  subject to the
         fulfillment or satisfaction, prior to or at the Closing, of each of the
         following  conditions  precedent  (any or all of which may be waived by
         WorldPort):

                           (i)     Representations and Warranties True as of the
                  Closing. The representations and warranties of WWC and the WWC



                                       21

<PAGE>



                  Shareholder contained in this  Agreement or  in  any  Exhibit,
                  certificate  or  document  delivered  by   WWC   and  the  WWC
                  Shareholder  to WorldPort  pursuant to the  provisions  hereof
                  shall have been true on the date hereof and  shall  be true on
                  the  Closing,  with   the   same   effect   as   though   such
                  representations and warranties were made as of such date;

                           (ii) Compliance with this Agreement.  WWC and the WWC
                  Shareholder   shall  have  performed  and  complied  with  all
                  agreements  and  conditions  required by this  Agreement to be
                  performed  or  complied  with by WWC  and the WWC  Shareholder
                  prior to or at the Closing;

                           (iii)  Consents.  WWC and the WWC  Shareholder  shall
                  have  obtained all  necessary  consents  from third parties as
                  contemplated by Section 7(a)(iv), above.

                           (iv)  No Action. At the Closing date, no governmental
                  agency  or  body,  or  other  person  or  entity,  shall  have
                  instituted  or  threatened  any action to restrain or prohibit
                  any of the transactions contemplated by this Agreement;

                           (v)    Approval of Counsel.  All proceedings taken in
                  connection with the  transactions  contemplated herein and all
                  instruments and documents required in  connection therewith or
                  incident  thereto  shall  be  satisfactory  in  form  to legal
                  counsel for WorldPort;

                           (vi)   Escrow Agreement.  WWC and the WWC Shareholder
                  shall have  executed  an escrow Agreement in substantially the
                  form of Exhibit C;

                           (vii) Legal  Proceedings.  Except as set forth in the
                  Disclosure  Schedule,  no Legal  Proceedings  shall  have been
                  filed,  shall be pending or, to the  knowledge  of WWC and the
                  WWC Shareholder,  threatened  before any court or governmental
                  body to restrain or prohibit, or to obtain substantial damages
                  in respect  of, this  Agreement,  or the  consummation  of the
                  transactions  contemplated hereby, and there shall be no Legal
                  Proceedings   filed,   pending  or  threatened  that,   either
                  separately or in the aggregate, could materially and adversely
                  affect the business,  operations  or  condition,  financial or
                  otherwise, of WWC.

                           (viii)  Resolutions.  WorldPort  shall have  received
                  from WWC certified  copies of resolutions  duly adopted by the
                  Shareholder  of WWC  and  by the  Board  of  Directors  of WWC
                  approving this Agreement.

                           (ix) Articles of Incorporation.  WorldPort shall have
                  received a current  copy of the Articles of  Incorporation  of
                  WWC, and any  amendments  thereto,  certified as of a date not
                  more than five  business  days before the Closing by the Texas
                  Secretary  of State,  and a current copy of the Bylaws of WWC,
                  certified as of the Closing by WWC's Secretary.

                           (x) Good  Standing.  WorldPort  shall have received a
                  certificate,  issued by the Texas  Secretary of State, as of a
                  date not more than five  business  days  before  the  Closing,
                  stating that WWC is in good standing in the State of Texas.


                                       22

<PAGE>




                           (xi)  Incumbency  of Officers.  WorldPort  shall have
                  received an incumbency certificate or certificates,  dated the
                  Closing,  certifying the incumbency of all officers of WWC who
                  have executed this Agreement.

                           (xii) Investment Representation.  The WWC Shareholder
                  shall  have  executed  an  investment representation letter in
                  substantially the form of Exhibit F hereto;

                           (xiii) Execution of Other Agreements. WWC and the WWC
                  Shareholder  shall  have  performed  and  complied  with   all
                  material agreements and conditions required to be performed or
                  complied with by it prior to or at the Closing;

                  (b) Conditions Precedent to the Obligations of WWC and The WWC
         Shareholder.  All obligations of WWC and the WWC Shareholder under this
         Agreement are subject to the fulfillment or  satisfaction,  prior to or
         at the Closing, of each of the following  conditions  precedent (any or
         all of which may be waived by WWC and/or the WWC Shareholder):

                           (i)     Representations and Warranties True as of the
                  Closing.  The  representations and warranties of WorldPort and
                  Acquisitions, Inc. contained in this Agreement or in any list,
                  certificate   or   document   delivered    by   WorldPort   or
                  Acquisitions,  Inc.  to WWC or the WWC Shareholder pursuant to
                  the provisions hereof  shall  be  true on the Closing with the
                  same effect as though such representations and warranties were
                  made as of such date;

                           (ii)    Incorporation of WorldPort Acquisitions, Inc.
                  WorldPort  shall  have  filed  all required documents with the
                  State of  Delaware  to  incorporate  Acquisitions,  Inc.  as a
                  wholly-owned subsidiary and shall have caused the  appropriate
                  officers of Acquisition to have executed this Agreement;

                           (iii) Compliance with this Agreement. WorldPort shall
                  have performed and complied with all agreements and conditions
                  required by this Agreement to be performed or complied with by
                  WorldPort prior to or at the Closing;

                           (iv)  Board of Directors Appointment. Mr. John Dalton
                  shall be appointed  to the Board of Directors of WorldPort and
                  Acquisitions, Inc. effective as of the Closing.

                           (v)  No Action.  At the Closing date, no governmental
                  agency  or  body,  or  other  person  or  entity,  shall  have
                  instituted  or  threatened  any action to restrain or prohibit
                  any of the transactions contemplated by this Agreement;

                           (vi)  Approval  by WWC and The WWC  Shareholder.  All
                  documents and  proceedings of WorldPort in connection with the
                  transactions  contemplated  hereby shall have been approved as
                  to form and substance by WWC and the WWC Shareholder and their
                  respective legal counsel, which approval will not unreasonably
                  be withheld.


                                       23

<PAGE>




                           (vii) Legal  Proceedings.  Except as set forth on the
                  Disclosure  Schedule,  no Legal  Proceedings  have been filed,
                  shall be pending or, to the knowledge of WorldPort, threatened
                  before any court or governmental body to restrain or prohibit,
                  or  to  obtain   substantial   damages  in  respect  of,  this
                  Agreement,   or   the   consummation   of   the   transactions
                  contemplated  hereby,  and there shall be no Legal Proceedings
                  filed, pending or threatened that, either separately or in the
                  aggregate, could materially and adversely affect the business,
                  operations or condition, financial or otherwise, of WorldPort.

                           (viii)  Resolutions.  The WWC Shareholder  shall have
                  received  from  WorldPort a certified  copy of the  resolution
                  duly adopted by the Board of Directors of WorldPort  approving
                  this Agreement.

                           (ix)   Certificate   of   Incorporation.    The   WWC
                  Shareholder   shall  have  received  a  current  copy  of  the
                  Certificate of  Incorporation  of WorldPort and  Acquisitions,
                  Inc.  and any  amendments  thereto  certified as of a date not
                  more than five  business  days  before the Closing by Delaware
                  Secretary  of  State,  and a  current  copy of the  Bylaws  of
                  WorldPort and Acquisitions,  Inc., certified as of the Closing
                  by the respective corporate Secretary.

                           (x)    Good Standing.  The WWC Shareholder shall have
                  received  certificates,  issued  by  the Delaware Secretary of
                  State, as of a date not more than five  business  days  before
                  the Closing,  stating  that  both  WorldPort and Acquisitions,
                  Inc. are in good standing in the State of Delaware.

                           (xi)  Incumbency  of  Officers.  The WWC  Shareholder
                  shall have received an incumbency certificate or certificates,
                  dated as of Closing, certifying the incumbency of all officers
                  of WorldPort who have executed this Agreement.

                           (xii) Escrow Agreement. WorldPort shall have executed
                  an escrow Agreement in substantially the form of Exhibit C.

                           (xiii) Promissory Note. WorldPort shall have executed
                  a promissory note in  substantially the form of Exhibit B.

                           (xiv) Registration  Rights  Agreement.  WorldPort and
                  the WWC Shareholder  shall have executed a registration rights
                  Agreement in substantially the form of Exhibit D.

                           (xv)  Execution of Other Agreements.  WorldPort shall
                  have performed and complied with all agreements and conditions
                  required by this Agreement to be performed or complied with by
                  it prior to or at the Closing.

         9.       OTHER MATTERS.



                                       24

<PAGE>



                  (a)  Piggyback  and  Demand   Registration   Rights.  The  WWC
         Shareholder  shall have  piggyback  registration  rights and a one time
         demand  registration  right with regard to the  WorldPort  Common Stock
         received  hereunder.  These  rights may be  exercised  pursuant  to the
         Registration  Rights  Agreement  attached  hereto  as  Exhibit  D,  and
         incorporated herein by reference.

                  (b) "Market Stand-Off"  Agreement.  The WWC Shareholder hereby
         agrees that,  if requested by WorldPort and any  underwriter  of common
         stock (or other  securities of  WorldPort) in connection  with a public
         offering of the  securities  of  WorldPort  pursuant to a  registration
         statement  filed  with  the  United  States   Securities  and  Exchange
         Commission,  the WWC Shareholder will not sell or otherwise transfer or
         dispose  of  any  shares  of  common  stock  of  WorldPort   (or  other
         securities)  held  by  such  the  WWC  Shareholder  during  the  period
         beginning  seven (7) days prior to and ending one hundred  eighty (180)
         days  following the date of the final  prospectus of WorldPort as filed
         under the Securities Act of 1933. The WWC Shareholder further agrees to
         execute any Agreement  requested by WorldPort and such underwriter with
         respect to this paragraph, in a form satisfactory to WorldPort and such
         underwriter.  WorldPort may impose  "stop-transfer"  instructions  with
         respect  to the  common  stock (or  other  securities)  subject  to the
         foregoing restriction until the end of such 180 day period.

                  (c) Substitution of WorldPort Into Any WWC Agreement. Prior to
         the Closing of this  Agreement,  WorldPort shall have the right, in the
         place of WWC,  to enter into any and all  agreements,  transactions  or
         other relationships that WWC has the right to enter.

         10.      INDEMNIFICATION.

                  (a)  General  Indemnification  Obligation  of WWC  and The WWC
         Shareholder.  Subject to the limitations hereinafter provided, from and
         after the Closing,  WWC and The WWC Shareholder will indemnify and hold
         harmless  WorldPort  and its  successors  and assigns (an  "Indemnified
         WorldPort Party") against and in respect of:

                           (i)   Damages.   Any   and   all   damages,   losses,
                  deficiencies,  liabilities,  costs and expenses (collectively,
                  "Damages")  incurred or suffered by the Indemnified  WorldPort
                  Party that result from, relate to or arise out of:

                                    (1) Any and all  liabilities and obligations
                           of WWC of any nature  whatsoever,  in existence as of
                           the  Closing,   except  for  those   liabilities  and
                           obligations  of WWC set  forth  in the WWC  Financial
                           Statements  or  disclosed  in the  schedules  to this
                           Agreement;

                                    (2) Any and all  actions,  suits,  claims or
                           legal, administrative,  arbitration,  governmental or
                           other  proceedings  or   investigations   against  an
                           Indemnified  WorldPort  Party that  relate to the WWC
                           Shareholder  or WWC  to the  extent  that  the  event
                           giving rise thereto  occurred prior to the Closing or
                           which  result  from or  arise  out of any  action  or
                           inaction prior to the Closing of the WWC Shareholder,
                           WWC,  or  any  director,  officer,  employee,  agent,


                                       25

<PAGE>



                           representative  or  subcontractor  of WWC, except for
                           those  set  forth in the  WWC Financial Statements or
                           schedules to this Agreement; or

                                    (3)   Any   misrepresentation,   breach   of
                           warranty  or   nonfulfillment  of  any  Agreement  or
                           covenant  on the  part of the WWC  Shareholder  under
                           this Agreement,  or from any  misrepresentation in or
                           omission from any certificate,  schedule,  statement,
                           document  or   instrument   furnished   to  WorldPort
                           pursuant hereto  (collectively,  a "misrepresentation
                           or breach of warranty"). In determining the amount of
                           any   Damages   incurred   as   a   result   of   any
                           misrepresentation  or breach of warranty for purposes
                           of this subsection, any reference to "materiality" in
                           any representation, warranty or covenant contained in
                           this Agreement shall be ignored.

                           (ii)  Actions.  Any and all actions,  suits,  claims,
                  proceedings,   investigations,  demands,  assessments,  fines,
                  judgments,  costs  and  other  expenses  (including,   without
                  limitation, reasonable legal fees and expenses) (collectively,
                  "Actions") incident to any of the foregoing.

                  (b) General Indemnification  Obligation of WorldPort.  Subject
         to the limitations  hereinafter  provided,  from and after the Closing,
         WorldPort will  reimburse,  indemnify and hold harmless WWC and the WWC
         Shareholder  and their  successors  and  assigns (an  "Indemnified  WWC
         Party") against and in respect of:

                           (i) Damages. Any and all damages incurred or suffered
                  by any  Indemnified  WWC Party that result from,  relate to or
                  arise  out of any  misrepresentation,  breach of  warranty  or
                  non-fulfillment  of any  Agreement  or covenant on the part of
                  WorldPort under this Agreement or any other document delivered
                  by  WorldPort   pursuant  to  this  Agreement,   or  from  any
                  misrepresentation   in  or  omission  from  any   certificate,
                  schedule,  statement,  document or instrument furnished to WWC
                  or the WWC Shareholder pursuant hereto or thereto; and

                           (ii)    Actions.  Any and all Actions incident to any
                  of the foregoing or to the  enforcement of this subsection 10.
                  (b)(ii).

                  (c) Limitation of Indemnity.  Notwithstanding any provision in
         this Agreement to the contrary,  an Indemnifying  Party (as hereinafter
         defined)  shall not be liable to an Indemnified  Party (as  hereinafter
         defined) for indemnification under this Section 10 for:

                           (i)      Dollar Amounts Limitations.

                                    (1) Threshold Limitation.  Neither WorldPort
                           nor the WWC  Shareholder  shall be liable for damages
                           or  actions  in  an  amount   less  than   $5,000  in
                           connection  with any claim  hereunder  relating  to a
                           single  occurrence or event, or for the first $25,000
                           of aggregate  Damages or Actions in  connection  with
                           all  claims   hereunder;   PROVIDED,   HOWEVER,   the
                           limitation  herein  provided  shall  not apply to any
                           claim by the WWC  Shareholder  against  WorldPort for
                           failure   to   pay   the    full   amount   of    the


                                       26

<PAGE>



                           purchase price (including,  without  limitation,  the
                           distribution of WorldPort common stock as provided in
                           the Escrow Agreement).

                                    (2) Ceiling Limitation.  Except with respect
                           to     claims      relating      to      "Intentional
                           Misrepresentations"  (as  said  term  is  hereinafter
                           defined),  no party  shall be liable  for  damages or
                           actions  in excess of  $1,000,000  in the  aggregate;
                           PROVIDED,  HOWEVER,  the limitation  herein  provided
                           shall not  apply to any claim by the WWC  Shareholder
                           against  WorldPort for failure to pay the full amount
                           of the purchase price (including, without limitation,
                           the   distribution  of  WorldPort   common  stock  as
                           provided in the Escrow Agreement).

                                    (3) Definitions.  For purposes of Subsection
                           10.(c)(i)(2),    hereof,    the   term   "Intentional
                           Misrepresentation"  shall  mean  the  making  of  any
                           representation   or   warranty  by  WWC  or  the  WWC
                           Shareholder  which  to WWC or the  WWC  Shareholder's
                           knowledge  at the time of making such  representation
                           or warranty is false or  inaccurate  in any  material
                           respects.

                           (ii) Time Limitation. It is the intention hereof that
                  all  obligations of the parties to indemnify  pursuant to this
                  Section  10  shall   terminate   on  December  31,  1999  (the
                  "Indemnification Termination Date") with respect to all claims
                  for Damages and Actions, except those for which a Claim Notice
                  (as  defined  below)  has  been  received  on  or  before  the
                  Indemnification Termination Date; and

                           (iii)  Insurance.   Neither   WorldPort  nor  the WWC
                  Shareholder shall be  liable  for  any  claim hereunder to the
                  extent such claim is paid by any insurer.

                  (d) Method of  Asserting  Claims,  Etc.  In the event that any
         claim or demand is asserted  against or sought to be collected  from an
         Indemnified  WorldPort Party or Indemnified WWC Party (an  "Indemnified
         Party") by a third party,  the Indemnified  Party shall promptly notify
         the party from which  indemnification  is sought pursuant to paragraphs
         10(a) and 10(b)  above  (the  "Indemnifying  Party")  of such  claim or
         demand, specifying the nature of such claim or demand and the amount or
         the  estimated  amount  thereof  to the  extent  then  feasible  (which
         estimate  shall not be conclusive of the final amount of such claim and
         demand) (the "Claim Notice").  The Indemnifying Party shall have twenty
         (20) days from its receipt of the Claim Notice (the "Notice Period") to
         notify the Indemnified Party, (i) whether or not the Indemnifying Party
         disputes its liability to the Indemnified  Party hereunder with respect
         to such  claim or demand  and (ii)  notwithstanding  any such  dispute,
         whether or not the  Indemnifying  Party  desires,  at its sole cost and
         expense, to defend the Indemnified Party against such claim or demand.

                           (i) Dispute of Liability.  If the Indemnifying  Party
                  disputes its liability with respect to such claim or demand or
                  the amount  thereof  (whether  or not the  Indemnifying  Party
                  desires to defend the Indemnified  Party against such claim or
                  demand as provided herein),  such dispute shall be resolved in
                  accordance  with section 12(m) hereof.  Pending the resolution
                  of   any   dispute   by   the   Indemnifying   Party   of  its


                                       27

<PAGE>



                  liability  with respect to any claim or demand,  such claim or
                  demand shall not be settled  without the prior written consent
                  of the Indemnified Party.

                           (ii)  Defense.  In the  event  that the  Indemnifying
                  Party notifies the Indemnified  Party within the Notice Period
                  that it desires to defend the  Indemnified  Party against such
                  claims or demand,  then,  provided:  (i) that the Indemnifying
                  Party   acknowledges  that  it  is  liable  to  indemnify  the
                  Indemnified Party with respect to a particular claim; and (ii)
                  the  Indemnifying  Party  has  financial  resources  which are
                  reasonably  adequate to pay the amount of the claim, except as
                  hereinafter  provided,  the Indemnifying  Party shall have the
                  right  to  defend  the   Indemnified   Party  by   appropriate
                  proceedings,  which  proceedings  shall be promptly settled or
                  prosecuted by the Indemnifying  Party to a final conclusion in
                  such a manner  as to avoid any risk of the  Indemnified  Party
                  becoming  subject to liability  with respect  thereto.  If any
                  Indemnified  Party desires to participate in, but not control,
                  any such defense or settlement,  it may do so at its sole cost
                  and expense.

                           (iii)  Indemnifying  Party  Liability.   (1)  If  the
                  Indemnifying  Party elects not to defend the Indemnified Party
                  against  such  claim or  demand,  whether  by not  giving  the
                  Indemnified   Party  timely   notice  as  provided   above  or
                  otherwise,  then the amount of any such claim or demand, or if
                  the  same be  defended  by the  Indemnifying  Party  or by the
                  Indemnified  Party (but no  Indemnified  Party  shall have any
                  obligation to defendant  any such claim or demand),  then that
                  portion thereof as to which such defense is  unsuccessful,  in
                  each case shall be  conclusively  deemed to be a liability  of
                  the  Indemnifying  Party  hereunder,  unless the  Indemnifying
                  Party shall have  disputed its  liability  to the  Indemnified
                  Party  hereunder,  as  provided  herein,  in which  event such
                  dispute  shall be  resolved  in  accordance  with the  dispute
                  resolution  provisions set forth in Section 12(m) hereof;  (2)
                  In the event an Indemnified  Party should have a claim against
                  the Indemnifying Party hereunder that does not involve a claim
                  or demand  being  asserted  against or sought to be  collected
                  from it by a third party, the Indemnified Party shall promptly
                  send  a  Claim  Notice  with  respect  to  such  claim  to the
                  Indemnifying  Party.  If the  Indemnifying  Party disputes its
                  liability  with respect to such claim or demand,  such dispute
                  shall be resolved in accordance with Section 12(m) hereof;  if
                  the Indemnifying  Party does not notify the Indemnified  Party
                  within the Notice  Period  that it disputes  such  claim,  the
                  amount of such claim shall be conclusively  deemed a liability
                  of the Indemnifying Party hereunder.

                  (e) Payment.  Upon determination of liability  hereunder,  the
         appropriate  party shall pay to the other,  as the case may be,  within
         twenty (20) days after such determination,  the amount of any claim for
         indemnification  made hereunder.  Upon the payment in full of any claim
         hereunder,  then entity making payment shall be subrogated to the right
         of the indemnified  party against any person,  firm or corporation with
         respect to the subject matter of such claim.

         11.      TERMINATION AND AMENDMENT.

                  (a)   Termination.    This  Agreement  may  be  terminated  by
         WorldPort or the WWC  Shareholder  at  any  time  prior to Closing upon
         written notice to the other party if:



                                       28

<PAGE>



                           (i) the representations, warranties and agreements or
                  conditions of this  Agreement to be complied with or performed
                  by WWC or the WWC  Shareholder  (in the case of  WorldPort) or
                  WorldPort  (in the case of WWC or the WWC  Shareholder)  on or
                  before the Closing  shall not have then been  complied with or
                  performed  in  some   material   respect  and  such   material
                  noncompliance or nonperformance  shall not have been waived by
                  the party giving notice of  termination or shall not have been
                  cured by the defaulting  party, or cure thereof  commenced and
                  diligently prosecuted thereafter by such party within five (5)
                  days after written  notice of such material  noncompliance  or
                  nonperformance is given by the non-defaulting party;

                           (ii)  any governmental action is commenced to prevent
                  the consummation of the transactions contemplated hereby; or

                           (iii)  the  Parties  agree  to  terminate  by  mutual
                  consent.

                  (b) Waiver.  Any  representations,  warranties,  agreements or
         conditions  of this  Agreement  may be  waived at any time by the party
         entitled  to the benefit  thereof by action  taken and  evidenced  by a
         written waiver executed by any such party.

         12.      MISCELLANEOUS.

                  (a) Brokers. The parties hereby represent and warrant, each to
         the  other,  that,  the  parties  have not dealt  with any  brokers  in
         connection  with  the  transactions  contemplated  hereby,  and that no
         brokerage  fees or commissions  are owed to any party.  In the event of
         any  allegation of any broker to the contrary,  the party against which
         liability  is sought to be imposed by such broker shall defend the same
         at its expense;

                  (b)    Expenses.  Each of the parties hereto will bear its own
         legal fees and other   expenses  in  connection  with  the transactions
         contemplated by this Agreement;

                  (c)     Survival.  All parties agree that the representations,
         warranties and agreements contained in this Agreement shall survive the
         Closing and shall thereafter remain in full force   and effect, for one
         year from the date of Closing;

                  (d) Severability.  If any term or provision of this Agreement,
         including  the  exhibits  hereto,  or the  application  thereof  to any
         person,  property or  circumstances,  shall to any extent be invalid or
         unenforceable,  the remainder of this Agreement, including the exhibits
         or the  application  of such term or provision to persons,  property or
         circumstances   other  than  those  as  to  which  it  is  invalid  and
         unenforceable,  shall  not be  affected  thereby,  and  each  term  and
         provision  of this  Agreement  and the  exhibits  shall  be  valid  and
         enforced to the fullest extent permitted by law;

                  (e) Notices. Any notices, requests or consents hereunder shall
         be deemed given, and any instrument delivered, two days after they have
         been mailed by first class mail,  postage  prepaid,  or upon receipt if
         delivered personally or by facsimile transmission, as follows:



                                       29

<PAGE>



         To WWC or The WWC Shareholder:    John W. Dalton
                                           326 5th Avenue
                                           Sealy, Texas 77474
                                           Tel: (409) 885-2622

                  With a copy to:          Andrew Shebay III
                                           One Riverway, Suite 1400
                                           Houston, TX 77056

         To WorldPort or Acquisitions:     WorldPort Communications, Inc.
                                           9601 Katy Freeway, Suite 200
                                           Houston, Texas 77024
                                           Attention: W. Dean Spies
                                           Tel: (713) 461-4999
                                           Fax : (713) 461-8098

                  With a copy to:          William C. Gibbs
                                           Snell & Wilmer L.L.P.
                                           111 East Broadway, Suite 900
                                           Salt Lake City, UT 84111


         except  that  any of the  foregoing  may from  time to time by  written
         notice to the other  designate  another  address which shall  thereupon
         become its effective address for the purposes of this paragraph.

                  (f) Entire Agreement.  This Agreement,  including the exhibits
         and documents referred to herein which are a part hereof,  contains the
         entire  understanding of the parties hereto with respect to the subject
         matter contained herein and may be amended only by a written instrument
         executed  by all  parties  hereto  or their  respective  successors  or
         assigns. There are no restrictions, promises, warranties, covenants, or
         undertakings  other  than  those  expressly  set forth or  referred  to
         herein.  Any paragraph  headings or table of contents contained in this
         Agreement are for  reference  purposes only and shall not affect in any
         way the meaning or interpretation of this Agreement;

                  (g)  Binding Effect. This Agreement shall inure to the benefit
         of  and  be  binding  upon  all  parties  hereto  and  their respective
         successors, but shall not inure to the benefit of anyone other than the
         parties signing this Agreement and their respective successors;

                  (h)    Governing Law.  This Agreement shall be governed by the
         laws of the State of  Delaware.

                  (i) Press Releases. Each party agrees that, unless approved by
         the other parties hereto in advance and in writing, such party will not
         make any  public  announcement,  issue any press  release  or  publicly
         confirm any  statements by third parties  concerning  the  transactions
         contemplated  hereby,  except as  otherwise  required by law.  Further,
         nothing  contained  herein  shall  prevent any  shareholders  which are
         


                                       30

<PAGE>



         corporations or partnerships from disclosing such  information  as they
         deem  necessary and  advisable  to  their  respective   shareholders or
         partners (whether general or limited),  as the case may be.

                  (j) Assignment.  This  Agreement  may  not  be assigned by any
         party.

                  (k)  Disclosure Schedule.  The Disclosure Schedule referred to
         in  this  Agreement  is  hereby incorporated in and made a part of this
         Agreement.

                  (l) Counterparts;  Headings. This Agreement may be executed 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.
         The headings  contained in this  Agreement are for  reference  purposes
         only and  shall  not  affect  the  meaning  or  interpretation  of this
         Agreement.

                  (m) Dispute Resolution.  Any and all disputes arising under or
         involving this Agreement, directly or indirectly, or the interpretation
         or performance  thereof,  or touching upon the rights or obligations of
         any party hereunder,  shall, if not settled by negotiation, be resolved
         in the manner provided below.

                           (i)  Mediation  Prior to  submitting  any  matter  to
                  binding  arbitration as provided herein,  each party agrees to
                  first try in good faith to resolve  any  dispute by  mediation
                  under the Procedures for Mediation of Business Disputes of the
                  Center for Public Resources, Inc.

                           (ii)  Mediation  Procedures.  A demand for  mediation
                  shall be made in writing  and served  upon the other  party in
                  the same  manner  as  otherwise  provided  for  notice in this
                  Agreement.  Within  thirty  (30) days of receipt of the demand
                  for mediation, the parties shall confer and select a mediator.
                  The site of any mediation session shall be within the State of
                  Texas.  If (i) the  parties  are  unable  to  agree  upon  the
                  mediator to use within  fifteen (15) days after receipt of the
                  demand for mediation,  (ii) the mediation is not undertaken in
                  a meaningful way within thirty (30) days after such notice, or
                  (iii) any unresolved dispute remains after mediation, then any
                  party may  institute  arbitration  under this  Section  m(iii)
                  below.  In any  mediation,  the fees and costs of the mediator
                  shall be borne  equally by the  parties to the  mediation  and
                  shall be payable upon invoice  from the  mediator.  Each party
                  shall  bear the fees and  costs of its own legal  counsel  and
                  witnesses.

                           (iii) Binding Arbitration.  All disputes not resolved
                  by negotiation or mediation as provided  herein,  shall at the
                  written  request of any party be  arbitrated  pursuant  to the
                  then prevailing  Commercial  Arbitration Rules of the American
                  Arbitration  Association.  The Arbitrator shall be agreed upon
                  by  the  parties  or,  if  the  parties  cannot  agree  on the
                  arbitrator  within ten (10)  business  day after  either party
                  shall have requested such arbitration, the arbitrator shall be
                  appointed  by  the   American   Arbitration   Association   in
                  accordance with such Rules.  The arbitration  shall take place
                  in  Texas.  The  arbitrator  shall  have the right to award or
                  include in his award any relief  which he deems  proper in the
                  circumstances,   including,   without   limitation,   specific
                  performance   and   injunctive   relief,   provided  that  the
                  arbitrator may not award  exemplary or punitive  damages.  The
                  parties agree that the award of the arbitrator shall


                                       31

<PAGE>



                  be final and binding upon the  parties;  shall be the sole and
                  exclusive   remedy   between   them   regarding   any  claims,
                  counterclaims, issues, or accountings presented or pled to the
                  arbitrator;  that it  shall  be made  and  shall  promptly  be
                  payable in U.S.  dollars free of any tax,  deduction or offset
                  (with respect to monetary awards) and that any costs, fees, or
                  taxes  incident to enforcing  the award shall,  to the maximum
                  extent   permitted  by  law,  be  charged  against  the  party
                  resisting such  enforcement.  The award shall include interest
                  from the date of any  damages  incurred  for  breach  or other
                  violation  of this  Agreement,  and from the date of the award
                  until paid in full,  at a rate to be fixed by the  arbitrator.
                  The  costs  of  any  such   arbitration,   including   without
                  limitation   the   administrative   fee,   arbitrator's   fee,
                  attorneys' fees, fees of expert witnesses, and travel expenses
                  shall be borne by the losing party. Judgment upon the award of
                  the  arbitrator  may be  entered  in any  court  of  competent
                  jurisdiction,  or application  may be made to such court for a
                  judicial acceptance of the award or an order of enforcement.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement effective as of the date set forth below.

                           WORLDPORT COMMUNICATIONS, INC.

By: /s/Dean Spies                                       Date: April 20, 1997
   -----------------------------------
Its: Chief Executive Officer
   -----------------------------------


The WWC Shareholder:


/s/ John W. Dalton                                      Date: April 20, 1997
--------------------------------------
John W. Dalton



THE WALLACE WADE COMPANY


By: /s/ John W. Dalton                                  Date: April 20, 1997
   -----------------------------------
Its: President
   -----------------------------------

WORLDPORT ACQUISITIONS, INC.


By: ____________________________________                Date: _____________
Its:_____________________________________


                                       32

<PAGE>



                                    EXHIBIT A

                                                                  WORLDPORT'S
                                                                  COMMON SHARES
                                             PERCENT                ISSUED IN
                                        OWNERSHIP OF WWC          EXCHANGE FOR
      NAME           COMMON SHARES        COMMON SHARES            WWC SHARES

John W. Dalton         1,000                   100%                1,400,000




<PAGE>



                                    EXHIBIT B

                                 PROMISSORY NOTE



<PAGE>



                                    EXHIBIT C

                                ESCROW AGREEMENT





<PAGE>



                                    EXHIBIT D

                          REGISTRATION RIGHTS AGREEMENT



<PAGE>



                                    EXHIBIT E

                               DISCLOSURE SCHEDULE


Schedule 1(f)(ii)        Business Relationship Agreement

Schedule 3(f)            Schedule of Legal Proceedings

Schedule 3(k)            Contracts

Schedule 3(m)            Employment and Other Contracts

Schedule 3(o)            Employee Matters

Schedule 3(q)            Real Property Ownership and Lease Obligations

Schedule 3(u)            Plans

Schedule 3(v)            Permits and Authorizations

Schedule 5(a)            Schedule of Outstanding Subscriptions, Warrants, 
                         Options, Preemptive Rights, or Other Agreements

Schedule 5(d)            Legal Proceedings

Schedule 5(h)            Conduct of Business

Schedule 5(i)            Contracts

Schedule 5(j)            Employment and Other Contracts

Schedule 5(k)            ERISA

Schedule 5(m)            Real Property Ownership and Lease Obligations

Schedule 5(v)            Plans


<PAGE>


                                    EXHIBIT F

                   THE WWC SHAREHOLDER'S REPRESENTATION LETTER