MANAGEMENT SERVICES AGREEMENT

         This Management  Services  Agreement (this "Agreement") is entered into
as of April 29, 1997, by and between WorldPort Communications,  Inc., a Delaware
corporation ("Consultant") and Telenational  Communications Limited Partnership,
a Nebraska limited partnership ("TNC").

         WHEREAS,  Consultant  and TNC have  entered  into  that  certain  Asset
Purchase Agreement, dated April 23, 1997 (the "Asset Purchase Agreement"); and

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

         1.  Capitalized Terms.  All capitalized terms  used  in  this Agreement
and not otherwise defined herein shall have the respective  meanings ascribed to
them in the Asset Purchase Agreement.

         2.  Engagement. TNC hereby engages Consultant to perform and Consultant
hereby agrees to perform,  to the best of its abilities,  management services on
behalf of TNC, all upon the terms and conditions set forth herein.

         3.  Term.  The term of this Agreement shall commence on the date hereof
and continue until the Closing under the Asset Purchase Agreement, unless sooner
terminated by Consultant.

         4.  Management Services and Business Operations.

                  (a)  During  the  term of  this  Agreement,  Consultant  shall
provide to TNC day-to-day  executive  management  services.  To accomplish this,
Consultant  shall provide to TNC the services of the WorldPort  Management  Team
(or such other  individuals  ("Successor")  of  comparable  talent and skills as
consultant  designates) who shall have all of the power,  authority,  and duties
ascribed to the position of the General  Partner of TNC  functioning  as a chief
executive  officer,  including  authority  to control  and direct  TNC's use and
disposition  of operating  cash and borrowed  funds and TNC's  general  business
operations. In addition, Consultant will provide to TNC such additional services
as TNC and  Consultant  mutually  deem  appropriate  in  TNC's  best  interests.
Consultant  shall (i) keep the General Partner of TNC generally  informed of its
activities, (ii) not engage the services of any other professional,  the cost of
which exceeds $10,000,  without  prior  approval from  such General Partner, and
(iii) not  materially  change the  direction  or  operations  of TNC's  business
without prior approval from such General Partner. In the event a dispute between
the  Consultant  and the General  Partner of TNC arises,  such  dispute  will be
referred to the board of directors of the General  Partner for  resolution.  TNC
Management  shall  provide  to the  consultant  weekly  written  reports  on the
financial and operating status of TNC.
<PAGE>

                  (b) In performing  its services  hereunder,  Consultant  shall
devote its expertise and talents to the  management  and operation of TNC and to
spend such time as is reasonably required to discharge its  responsibilities and
duties;  provided,  however,  that  nothing  in this  Agreement  shall  restrict
Consultant, its officers,  directors,  shareholders,  employees, and affiliates,
including  the  WorldPort  Management  Team  (the  "Consultant  Parties"),  from
engaging in or providing services to any other business, venture, or enterprise.
In addition,  nothing in this Agreement shall create, or be construed to create,
any  representation  or  promise by  Consultant  or any other  Consulting  Party
regarding  the  viability  of  TNC,  the  ability  of  Consultant  or the  other
Consulting Parties to effect the transactions contemplated by the Asset Purchase
Agreement or the Plan, or the future profitability or performance of TNC.

TNC Agrees to permit the Consultant Parties to have full access to all premises,
properties, personnel, books, records, contracts, and documents of or pertaining
to TNC.

         5.  Potential  Conflict  of  Interest.  The  parties  acknowledge  that
pursuant to the terms of the Asset  Purchase  Agreement,  Consultant  and one or
more of the Consultant  Parties  expect to have direct or indirect  interests in
TNC that create or may create conflicts or potential conflicts of interest. Such
conflicts may arise due to, among other things, the status of Consultant and the
other  Consultant  Parties as  potential  or  existing  owners of TNC assets and
lenders of TNC. The parties agree that the covenants set forth in Sections 7 and
8 below are intended,  among other things,  to protect and exculpate  Consultant
and the other consultant Parties from any claims or liabilities  relating to any
conflicts of interest involving any of the Consultant Parties.

         6.  Nature of  Relationship.  This  Agreement  creates  an  independent
contractor  relationship  between  TNC  and  Consultant  and no  joint  venture,
partnership,  or fiduciary  relationship is created by this  Agreement.  Neither
Consultant  nor TNC shall have any right to bind or create any obligation on the
part of the  other,  and  neither  shall  have any  liability  for the  debts or
obligations of the other.

         7. Indemnification.  In the event any of the Consultant Parties is made
a party  or is  threatened  to be made a party  to or was or is  involved  in or
called as a witness in any action, suit or proceeding,  whether civil (including
bankruptcy),   criminal,   administrative,  or  investigative,  and  any  appeal
therefrom  (hereinafter,  collectively a  "proceeding"),  in connection  with or
related to the provision of services to TNC or its subsidiaries  pursuant to the
terms hereof, including any action to successfully enforce this Agreement,  such
Consultant Party shall be indemnified and held harmless by TNC.

         8.  Covenant  Not to Sue.  TNC  hereby  agrees not to sue or assert any
claim or action  against  any of the  Consultant  Parties  that  arises  from or
relates to the services of any Consultant  Party (or any Successor) or any other
matter relating to the services of Consultant or any Consultant  Party hereunder
(and whether such services were  performed or omitted prior to or after the date
of this Agreement), including without limitation, any claim of lender liability,
equitable subordination,  or otherwise, but excluding any claim arising from the
willful and wanton  misconduct,  fraud,  or gross  negligence of any  Consultant
Party.
<PAGE>

         9.  Survival.  The  provisions  of Sections 5, 6, 8, 9, 10 and 11 shall
survive  termination  of this Agreement for any reason.  The  provisions  hereof
shall  apply  to  the  acts  or  omissions   taken  by  any  Consultant   Party,
notwithstanding that subsequent hereto that such party ceased to be a Consultant
Party.

         10. Notices.  All notices,  requests,  demands and other communications
hereunder  shall be in  writing  and  shall be  delivered  in  person or sent by
registered or certified mail,  postage  prepaid,  commercial  overnight  courier
(such as Express  Mail,  Federal  Express,  etc.) with written  verification  of
receipt or by telecopy.  A notice  shall be deemed  given (a) when  delivered by
personal delivery (as evidenced by the receipt); (b) five (5) days after deposit
in the mail if sent by  registered or certified  mail;  (c) one (1) business day
after  having been sent by  commercial  overnight  courier as  evidenced  by the
written  verification  of  receipt;  or (d)  on  the  date  of  confirmation  if
telecopied.

         (a)      If to Consultant:

                  WorldPort Communications, Inc.
                  9601 Katy Freeway, Suite 200
                  Houston, TX 77024
                  Telephone:  (
                  Fax:  (    )

                  With a copy to:

                  McDermott, Will & Emery
                  227 W. Monroe Street
                  Chicago, IL 60606
                  Fax:  (312) 984-3669
                  Attention:  Helen Friedli, P.C.

         (b)      If to TNC:

                  Telenational Communications Limited Partnership
                  7300 Woolworth Avenue
                  Omaha, NE 68124
                  Telephone:  (402) 392-1110
                  Fax:  (402) 392-1451

Any party may change its address for receiving notice by written notice given to
the others named above.

         11.      Miscellaneous.

                  (a)  Severability;   Construction.   Whenever  possible,  each
provision  of this  Agreement  shall  be  interpreted  in such  manner  as to be
<PAGE>

effective and valid under applicable law, but if any provision of this Agreement
is held to be  prohibited  by or invalid under  applicable  law, such  provision
shall be  ineffective  only to the  extent of such  prohibition  or  invalidity,
without invalidating the remainder of this Agreement.

                  (b)  Entire  Agreement.  This Agreement constitutes the entire
agreement  by and among the parties  hereto with  respect to the subject  matter
hereof..

                  (c)  Amendments  and  Governing  Law.  This  Agreement  may be
amended,  modified and supplemented,  or compliance with any provision hereunder
waived,  only by a  written  instrument  executed  by TNC and  Consultant.  This
Agreement  shall be governed by and  construed in  accordance  with the domestic
laws of the State of Texas  without  giving  effect to any choice or conflict of
law  provision or rule (either of the State of Texas or any other  jurisdiction)
that would cause the application of the laws of any jurisdiction  other than the
State of Texas.

         IN WITNESS WHEREOF, the parties have executed this Consulting Agreement
on the date first above written.

                              WORLDPORT TELECOMMUNICATIONS, INC.


                              By /s/ John W. Dalton
                                 ----------------------------------------  
                              Its: PRESIDENT & CEO
                                   -----------------------------------------

                              TELENATIONAL COMMUNICATIONS
                              LIMITED PARTNERSHIP


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