EMPLOYMENT AGREEMENT


THE UNDERSIGNED:

1.     The private company  under Dutch law with  restricted liability, MATHCOMP
       B.V., also trading  under the  name of  WORLDPORT COMMUNICATIONS  EUROPE,
       established at Voorburg, hereinafter to be referred as: "the Company",

and:

2.     MR.  BAHMAN ZOLFAGHARPOUR,  born  at 8  February  1944, residing  at  's-
       Gravenhage,  the Netherlands,  hereinafter  to  be  referred to  as  "the
       Managing Director";

WHEREAS:

-      MathComp  B.V. has as its  goal the supply  of telecommunication services
       and the importation and exportation of telecommunication equipment; 

-      By shareholder's resolution dated 4 February 1998,  the Managing Director
       has been appointed as Managing Director of the Company as  referred to in
       Article 12 of its Articles of Association;

-      The  Company wishes  tot employ  the managing  Director and  the Managing
       Director has agreed tot  accept the employment  subject to the terms  and
       conditions as set forth below;

-      The  Company and  the  Managing Director  have  agreed on  concluding  an
       employment agreement upon such terms and conditions as  set forth in this
       agreement;

DECLARED TO HAVE AGREED AS FOLLOWS:

ARTICLE 1. DATE OF ENTRY, DURATION AND TERMINATION

1.1.   The  Managing  Director  shall be  and  is  hereby  appointed a  managing
       ("statutair") director  of the Company and  will serve the  Company for a
       period  of three years commencing on the  date this agreement is accepted
       by signing by both parties. 

1.2.   The  company   is  entitled   to  terminate  this   employment  agreement
       immediately  for  an  urgent  reason  as  described  in  article  7:  678
       Burgerlijk  Wetboek ("Civil  Code")  by means  of serving  written notice
       containing  the urgent reason. In  the event that  the Company terminates
       this agreement for an  urgent reason it will not be  obligated to pay the
       Managing Director the balance of the  base salary owed to him pursuant to
       the original term of the employment agreement.  

ARTICLE 2. POSITION, RIGHTS AND DUTIES

2.1.   As a Managing Director of  the Company, the Managing Director shall  have
       all rights  and obligations which are granted to or imposed on him by the
       Articles of Association of the Company and by law in general. 

2.2.   The Managing Director shall be charged with the day-to-day management and
       the  profitable growth  of  the Company  and  its subsidiaries.  In  this
       position  the Managing Director will report  to the Board of Directors of
       the  Company  and  the  Chief  Executive  Officer  ("CEO")  of  Worldport
       Communications, Inc. (the U.S. parent corporation of the Company.

2.3.   The  Managing Director undertakes to  perform the duties  attached to his
       position to  the best of  his abilities  and to perform  such duties  and
       exercise  such  power  authorities and  discretions  as  the Articles  of
       Association delegate him. 

2.4.   The Managing Director  will comply with all policies, instructions, rules
       and regulations governing  the personnel of the  Company and as such  are
       issued by the Company from time to time.

ARTICLE 3. BASE SALARY

3.1.   The Company  shall pay the Managing  Director a gross base  salary of NLG
       175.200,-- per annum including 8% holiday allowance to  be paid in twelve
       monthly  instalments. The  net salary  will be  paid by  the end  of each
       calender month after  deduction of applicable  taxes and social  security
       premiums. 

ARTICLE 4. EXPENSE ACCOUNT

4.1.   The Company shall reimburse the Managing Director on a monthly basis  for
       out-of-pocket expenses incurred in the conduct  of the Company, including
       all business,  telephone and travel  expenses, upon  receipts being  sub-
       mitted and approved by the CEO. 




ARTICLE 5. VACATION DAYS

5.1.   The  Managing Director  shall  be entitled  to 25  paid holiday  days per
       calendar year plus all Netherlands' public holidays. 

5.2.   The  Managing  Director  will   take  up  his  vacation  days   in  close
       consultation with and after prior approval of the Company.  

ARTICLE 6. HEALTH INSURANCE

6.1.   The  Managing Director  shall  be entitled  during  his employment  to  a
       medical  and  disability  insurance  determined in  accordance  with  the
       Company's benefit plan or policy.
 
ARTICLE 7. ILLNESS

7.1.   If  the Managing Director  is unable to  perform his duties  as result of
       sickness or an accident he shall be obliged to notify the CEO of the fact
       as soon as possible on the first following working day before 10.00 a.m. 

7.2.   In the event of  incapacity to work due  to sickness or an accident,  the
       Managing Director shall receive 70% of his fixed nett salary for a period
       of 52 weeks. 

ARTICLE 8. COURSES, WORKING HOURS AND OVERTIME

8.1.   The Managing Director shall perform his duties on a full time basis.


8.2.   At the  request of the Company,  the Managing Director shall  be bound to
       courses or programs  held during or  after the normal working  hours, the
       costs of which are for the account of the Company.  

ARTICLE 9. ADDITIONAL ACTIVITIES

9.1.   The  Managing  Director  shall  be  prohibited  without  express  written
       permission from the Company, for the duration of employment:
       a.  from having  any active part in  any form whatsoever or  acting as an
           advisor to or,
       b.  directly or  indirectly, for his own  account or (in part)  for those
           third  parties, or  under the  terms of  employment with  those third
           parties acting for, or 

       c.  having  any financial  interest, other  than in  the form  of holding
           securities which are Stock Exchange quoted, in 
       a company, or organization which  (in part) is active, or could be,  as a
       competitor with  the Company,  in the  same field as  that for  which the
       activities shall be conducted by the Managing Director for the Company.

ARTICLE 10.    NON-COMPETITION

10.1.  During this employment agreement or during  the period of two years after
       termination  of this employment agreement, the  Managing Director can not
       without the  written consent of the Company  be involved, in the broadest
       sense of the  word, thus  to, but not  limited to, being  employed by  or
       performing services  for in any  business either directly  or indirectly,
       which  is  competitive to  the  business  of the  Company  and  - or  its
       affiliated companies.
10.2.  The Managing Director shall  therefore be prohibited from establishing  a
       business which  is similar to,  resembles or  is related to  that of  the
       Company, managing such a  business, consisting in the management  of such
       business  or having such a business manage, either directly or indirectly
       as well as from having one or more financial interests or being active in
       such business or for such business in any manner 
       whatsoever either for no gain or for share therein of whatever nature. 
       During  the employment agreement and  two years after  the termination of
       the employment  agreement the Managing Director shall  be prohibited from
       visiting and/or taking contact with the business competitors and business
       clients/customers of the  Company and shall similarly  be prohibited from
       approaching these parties in any other manner for the purpose of compe-t-
       ing with the Company. 

ARTICLE 11.    CONFIDENTIALITY

11.1.  The  Managing Director will,  both during the term  of this agreement and
       after the employment  has ended, observe  absolute secrecy regarding  all
       his  knowledge   and/or  information  concerning  the   affairs,  assets,
       transactions, business relationships and/or other interests in the widest
       sense, of the  Company and his affiliated companies as  well as relations
       thereof.

11.2.  On termination of  the employment or at the  Company's first request, the
       Managing Director will immediately  hand over to the Company  all Company
       property, including correspondence, files, contracts, contact information
       (names,  addresses, telecommunication  numbers)  notes,  drawings,  maps,
       models, formulations and other documents in his keeping and all rights to
       intellectual property including, but  not limited to, products, services,
       technologies and  trade-names developed  by the Managing  Director during
       his employment by the Company which relate to the aforementioned matters.

ARTICLE 12.    FINE

12.1.  Any infringement of the prohibitions  set forth in articles 9, 10,  or 11
       will cause  the Managing Director immediately to forfeit to the Company a
       penalty - without having to be declared in default - of 
       NLG 25,000.-- for each infringement and NLG 2,500.-- for each day or part
       of  the day  that this  infringement continues  without prejudice  to the
       right to claim full damages.

ARTICLE 13.    APPLICABLE LAW

13.1.  This  contract will be governed either in its interpretation or execution
       by Dutch law. 

ARTICLE 14.    GENERAL

14.1.  If any  article or paragraph of  the agreement will be  declared null and
       void, this will not effect the validity of the rest of this agreement. 

14.2.  This agreement sets  forth the  entire understanding of  the parties  and
       supersedes  all  previous oral  or  written  representations between  the
       parties.




14.3.  In order to become effective, alterations and additions to this agreement
       must be in writing, endorsed by the Shareholders meeting.


THUS AGREED UPON AND SIGNED IN DUPLICATE AT  .......
ON .......


MathComp B.V.                                               Mr B. Zolfagharpour