COMDISCO, INC.
                                 GLOBAL MASTER RENTAL AGREEMENT

   GLOBAL MASTER RENTAL  AGREEMENT (the  "Agreement")  dated as of September 23,
1998 by and between:


COMDISCO,  INC., (HEREINAFTER REFERRED TO AND WORLDPORT  COMMUNICATIONS,  INC AS
"COMDISCO"),  6111 NORTH RIVER ROAD,  (HEREINAFTER  REFERRED TO AS THE ROSEMONT,
ILLINOIS 60018,  USA ACTING ON "CUSTOMER")  ACTING ON BEHALF OF BEHALF OF ITSELF
AND ITS  AFFILIATES AS ITSELF AND ITS  AFFILIATES  AS HEREIN  HEREIN  DESCRIBED.
DESCRIBED.


   WHEREAS,  Comdisco and its  Affiliates are engaged in the rental of equipment
in various  countries  where  Customer and its  Affiliates may wish to rent such
equipment,

   WHEREAS,  to facilitate the transacting of rental operations between Comdisco
or an  Affiliate  of Comdisco and Customer or an Affiliate of the Customer on an
ongoing  basis,  Comdisco  and the  Customer  wish to  enter  into  the  present
Agreement  which,   together  with  the  Equipment  Schedule  under  which  each
individual  rental  operation  is  concluded,   will  establish  the  terms  and
conditions applicable to such rental operation.

   THEREFORE, it is agreed as follows:

   1. GLOBAL MASTER RENTAL AGREEMENT

   1.1  DEFINITIONS:  "Affiliates of Comdisco"  shall mean those  enterprises in
which Comdisco owns and/or shall own at anytime after the date hereof,  directly
or indirectly,  the majority of the voting stock,  including without  limitation
all present Affiliates of Comdisco listed in Exhibit A hereto.

   "Affiliates  of the  Customer"  shall  mean  those  enterprises  in which the
Customer,  or its parent company owns and/or shall own at anytime after the date
hereof,  directly  or  indirectly,  the  majority  of  the  voting  stock,  or a
controlling interest, including without limitation all present Affiliates of the
Customer listed in Exhibit B hereto;

   "Lessor" shall mean, with respect to any Equipment Schedule, the Affiliate of
Comdisco entering into such Equipment Schedule,  or Comdisco, if Comdisco enters
into such Equipment Schedule.

   "Lessee" shall mean, with respect to any Equipment Schedule, the Affiliate of
the Customer  entering into such Equipment  Schedule,  or Customer,  if Customer
enters into such Equipment Schedule.

   "Rent  Interval"  shall mean the  monthly,  quarterly  or such other  billing
period set forth on an Equipment Schedule.

   1.2 EQUIPMENT SCHEDULES:  Lessor shall rent and Lessee shall take on rent the
equipment  described in an Equipment Schedule executed  hereunder  ("Equipment")
subject  to the  terms  and  conditions  of this  Agreement  and such  Equipment
Schedule. Each such Equipment Schedule shall be governed by all of the terms and
conditions of this Agreement and by such additional  terms and conditions as may
be set forth in such Equipment Schedule.

   Exhibit C hereto lists the  countries  for which  Comdisco and Customer  have
agreed upon the form of Equipment  Schedule.  Such Equipment  Schedules shall be
substantially  in the form  attached  to  Exhibit  C  hereto.  Further  forms of
Equipment  Schedules for use in  transactions in other countries may be added by
agreement  of Comdisco and Customer  from time to time.  The parties  agree that
each local transaction will only be validly concluded if the relevant  Equipment
Schedule  is  executed  by  signatories  of Lessor and Lessee  involved  in such
transaction,  and that any such Equipment  Schedule may also be  supplemented or
amended by special terms or conditions  agreed upon by such Lessor or Lessee for
the particular  transaction.  The Customer shall, without notice, be jointly and
severally  liable for the due  performance of the  obligations of its Affiliates
under all Equipment Schedules executed hereunder, including, without limitation,
all terms and conditions negotiated by its Affiliate.

   2. TERM

   2.1 The term of this Agreement shall commence on the date set forth above and
shall remain in force thereafter as long as any Equipment  Schedule entered into
pursuant to this Agreement remains in effect.

   2.2 The rental term and Lessee's rental obligations with respect to each item
of Equipment  on an  Equipment  Schedule  shall begin on the  commencement  date
("Commencement  Date").  The  Commencement  Date  with  respect  to the  type of
Equipment defined below and indicated on the applicable Equipment Schedule shall
be as follows:

   a)  Equipment  installed  and  accepted  by  Lessee  prior to the date of the
applicable Equipment Schedule ("Installed Equipment"),  shall be the date Lessor
tenders payment of the Equipment purchase price;

   b) Equipment supplied from Lessor's inventory  ("Inventory  Equipment") shall
be the date the  Equipment is installed  and  approved  for  maintenance  by the
manufacturer,  (or an approved third party pursuant to Subsection 5.2 hereof) or
the  seventh  day after  delivery  if (i)  Lessee  delays the  installation  and
approval  or  (ii)  the  Equipment  is not so  approved  due to  defects  in the
Equipment  which  are  remediable  by the  manufacturer  under a  manufacturer's
maintenance  contract but which are not remedied because Lessee has arranged for
third party maintenance pursuant to Subsection 5.2 hereof.

   c)  Equipment  on-order  ("On-Order  Equipment"),  shall be the  date  Lessee
accepts the Equipment from the Equipment  vendor,  which date shall be confirmed
by Lessee to Lessor as evidenced by Lessee forwarding an Acceptance  Certificate
in the form provided by Lessor,  within ten (10) days following such  acceptance
and which date shall in no event be later than the date the  Equipment is placed
in service by Lessee.

   The rental  term  shall  continue,  unless  renewed  in  accordance  with the
provisions hereof, for at least the full number of months,  calendar quarters or
other Rent Interval set forth in the Equipment  Schedule  ("Initial Term").  The
Initial Term shall  commence on the first day of the Rent  Interval set forth in
the Equipment Schedule next following (i) the Commencement Date for all items of
Installed  Equipment  and  Inventory  Equipment to be rented  thereunder or (ii)
Lessor's receipt of Acceptance  Certificates for all items of On-Order Equipment
to be rented  thereunder.  On the Commencement  Date the Lessee will execute and
deliver to the Lessor a letter,  in a form to be specified by the Lessor,  which
confirms such  Commencement  Date. The rental term for each  Equipment  Schedule
shall  continue  until the Equipment is returned and the  Equipment  Schedule is
terminated  by either  party upon not more than twelve (12) months nor less than
six (6) months prior  written  notice to the other party,  provided that no such
termination shall be effective prior to the expiration of the Initial Term.

   2.3 If the applicable  Equipment  Schedule has a single Initial Term ("Single
Term"),  Single Term shall be indicated on the applicable Equipment Schedule and
the terms of the following  paragraph  under this  Subsection 2.3 shall apply to
such Equipment Schedule:

   All Rental Rate Factors set forth in the applicable Equipment Schedule assume
that Acceptance  Certificates  for all items of On-Order  Equipment to be rented
thereunder  will be received by Lessor no later than the outside  date set forth
on the  applicable  Equipment  Schedule  ("Outside  Date").  If  any  Acceptance
Certificates  are received by Lessor after the Outside  Date,  Lessor may, on or
before  the start of the  Initial  Term for all items of  Equipment,  adjust the
Rental  Rate  Factors  (and,  therefore,  rental  rates) to  maintain an assumed
economic  yield which Lessor would have  required for a similar  transaction  at
such time.

   2.4  If  the  applicable   Equipment  Schedule  has  multiple  Initial  Terms
("Multiple Term"),  Multiple Term shall be indicated on the applicable Equipment
Schedule and the terms of the following  paragraphs  under this  Subsection  2.4
shall apply to such Equipment Schedule:

   a) Summary Equipment Schedule

   Lessor  shall   summarize  all  items  of  Equipment  for  which   Acceptance
Certificates  have been  received in the same  calendar  quarter  into a Summary
Equipment Schedule in the form of Exhibit 1 hereto and, notwithstanding anything
to the contrary set forth in Subsection 2.2 of the  Agreement,  the Initial Term
shall begin the first day of the calendar quarter  thereafter.  Lessee agrees to
execute and return three  copies of the Summary  Equipment  Schedules  within 10
days of receipt. Each Summary Equipment Schedule shall incorporate the terms and
conditions of the Agreement  and this  Equipment  Schedule with respect to those
items of Equipment listed in the Summary Equipment  Schedule.  Upon execution by
Lessor and Lessee,  the Summary  Equipment  Schedule  shall be referred to as an
Equipment  Schedule  and shall  constitute  a separate  Equipment  Schedule  for
purposes of the Agreement, including without limitation, Section 11 thereof. The
Initial Term for Equipment listed in Acceptance  Certificates received more than
10 days after the end of a calendar quarter and having an Acceptance Date in the
calendar  quarter  just  ended,  shall  begin on the first  day of the  calendar
quarter following receipt of Acceptance Certificates.

   b) If there is a default under the applicable  Equipment Schedule or there is
an adverse change in Lessee's credit  standing,  Lessor,  at its option and upon
prior written  notice to Lessee,  shall be relieved of its  obligations to lease
Equipment under any Equipment  Schedule with respect to Inventory  Equipment and
Installed  Equipment with a Commencement  Date occurring  after the date of such
notice and On-Order  Equipment  for which Lessor has not received an  Acceptance
Certificate from Lessee prior to the date of such notice.

   c)  If  prior  to  the  Commencement  Date  for  an  item  of  Equipment  the
manufacturer  announces any change in comparable existing Equipment ("Comparable
Equipment")  or  announces  the  introduction  of  new  or  improved  technology
("Replacement Technology Equipment"),  Lessee may elect to lease the Replacement
Technology  Equipment  pursuant to the applicable  Equipment Schedule in lieu of
the original  Equipment  described in such Equipment  Schedule;  provided,  that
purchase  documents with respect to the original  Equipment and the  Replacement
Technology  Equipment are completed to Lessor's  satisfaction.  If Lessee elects
not to rent the  Replacement  Technology  Equipment,  then with  respect  to the
original  Equipment with a Commencement Date occurring after the announced first
availability date stated in either of the  aforementioned  announcements,  it is
agreed  that  Lessor may adjust the Rental  Rate  Factor in order to maintain an
assumed  economic  yield  which  Lessor  would have  expected  had  either  such
announcement been made on the date of the applicable  Equipment  Schedule.  This
paragraph  2.4(c) shall not apply to any Equipment  having a  Commencement  Date
prior  to  the  announced  first  availability  date  stated  in  either  of the
aforementioned announcements.

   3. RENT

   3.1 a) Lessee shall pay to Lessor as rental for the  Equipment the Rent in an
amount (i) as set forth in the applicable Equipment Schedule if the Equipment is
Inventory  Equipment  or (ii) equal to the Rental  Rate  Factor set forth in the
applicable  Equipment Schedule multiplied by the "Lessor's Cost", as hereinafter
defined, if the Equipment is Installed Equipment or On-Order Equipment. The Rent
shall be paid in advance on the first day of the  applicable  Rent  Interval set
forth in the applicable  Equipment  Schedule (in immediately  available funds in
the local  currency  indicated on the Equipment  Schedule) to Lessor at its bank
account,  details of which are set forth in the Equipment  Schedule,  or to such
other  person  and/or at such other bank account as Lessor may from time to time
designate in writing.  If the Commencement Date of any Equipment  Schedule shall
be other than the first day of the applicable  Rent Interval,  Lessee shall make
rental  payments equal to the daily prorata portion of the Rent set forth in the
Equipment Schedule for each day from and including the Commencement Date through
the last day of the  applicable  Rent  Interval  prior to the  beginning  of the
Initial Term ("Interim Rent").

         b) The  Rent,  and  Interim  Rent,  if any,  shall be  payable  without
deduction or withholding on any account  whatsoever and regardless of whether an
invoice has been  supplied  by Lessor.  If Lessee is required by law to make any
such deduction or withholding, Lessee shall pay to Lessor such additional amount
as may be necessary  to enable  Lessor to receive a net amount equal to the full
amount which would  otherwise  have been payable  pursuant to any such Equipment
Schedule,  unless such deduction or withholding is made by reference to Lessor's
net income.  . Lessee  shall  cooperate  with Lessor in  obtaining  any relevant
documentation  necessary to substantiate  payment of any such withholding and in
providing originals or certified copies thereof.

   3.2 All Rental Rate Factors set forth in the  applicable  Equipment  Schedule
shall be  calculated  using an interest rate based on the  prevailing  rates for
similar  transactions  with lessees of similar credit standing as of the date of
the  applicable  Equipment  Schedule.  If, on or before the start of the Initial
Term for all items of  Equipment  to be leased  under the  applicable  Equipment
Schedule,  the comparable interest rate is greater, such Rental Rate Factors may
be adjusted accordingly.

   3.3 Lessor's Cost shall be an amount equal to the purchase price which Lessee
would  otherwise be  responsible to pay for an item of Equipment if not for this
Agreement.

   3.4 Lessee shall  promptly pay and  discharge  all taxes or other  charges of
whatever nature due with respect to the ownership or use of the Equipment or the
renting thereof by Lessee or the payment of Rent or other sums payable hereunder
but excluding any taxes payable by reference to Lessor's net income.

   3.5 Should Lessee fail to pay any Rent herein reserved or any sum required to
be paid by Lessee to Lessor upon the due date for payment thereof,  Lessee shall
pay to Lessor  additional Rent equivalent to interest  thereon from the due date
until the date of payment at the rate of 3% per annum above the then  prevailing
interbank  offering rate provided  that in no event shall such  additional  Rent
exceed any legal limitation.

   3.6 Equipment  Procurement  Charges. If indicated on the applicable Equipment
Schedule,  Lessor  and Lessee  agree that this  Subsection  shall  apply.  It is
acknowledged  that certain portions of the Equipment will be delivered to Lessee
prior to the Commencement Date and that progress payments will be required to be
paid to the Equipment  manufacturer  prior to the Commencement Date for any item
of Equipment  leased pursuant to the applicable  Equipment  Schedule  ("Progress
Payments").  Lessee  agrees that with respect to the  portions of the  Equipment
delivered  prior to the  Commencement  Date,  all  terms and  conditions  of the
applicable  Equipment  Schedule shall be applicable  except the Lessee's  rental
obligations,  provided,  however,  that Lessee  agrees to pay Lessor  "Equipment
Procurement  Charges"  equal to the daily  rental  rate  factor set forth on the
applicable  Equipment  Schedule  multiplied  by the  aggregate  of the  Progress
Payments  paid by Lessor  to the  manufacturer  or the  Lessee  relating  to the
Equipment for each day from the date Progress  Payments are made by Lessor until
the Commencement  Date. Accrued Equipment  Procurement  Charges shall be payable
when invoiced. If Lessee rejects the Equipment prior to the Commencement Date in
accordance  with the terms of the purchase  agreement with the Equipment  vendor
and such purchase  agreement is terminated as a result of such  rejection,  then
the  applicable  Equipment  Schedule shall also  terminate.  In such event or if
Lessee is in default of the applicable  Equipment Schedule for failure to timely
pay Equipment  Procurement  Charges,  then Lessee shall (i) reimburse Lessor for
any and all amounts paid by Lessor to the manufacturer or to the Lessee relating
to the purchase of the Equipment and (ii) pay all Equipment  Procurement Charges
due through the date of termination,  whereupon  Lessor shall transfer to Lessee
all of  Lessor's  interest  in  and to the  Equipment  and  under  any  purchase
agreement relating to the applicable  Equipment  Schedule.  Section 3.1 b) shall
apply to all Equipment Procurement Charges as though they were Rent.

   4. USE

   Lessee shall:

   4.1 keep the  Equipment  for its sole use and in its  possession  (except  as
provided in 11.4 below) at the address where the Equipment has been installed or
at such other address within the country of original  installation as Lessor may
from time to time be notified in writing  and shall use the  Equipment  only for
the purposes for which it was designed in a proper manner and in accordance with
any applicable statutory regulations which may from time to time be in force and
shall take such steps as are necessary to ensure that the Equipment will be safe
and without risk to health when properly used by Lessee,  its employees or other
authorized users;

   4.2 ensure that the Equipment is only used by trained personnel in accordance
with the recommendations of the supplier and/or manufacturer;

   4.3  allow  such  persons  as  Lessor  may  authorize  to have  access to the
Equipment at reasonable  times in order to inspect its state and condition  and,
if required,  allow Lessor to fix and/or keep  affixed upon the  Equipment  such
name or other  plates in such  place  and  manner as  Lessor  shall  require  to
indicate the ownership of the Equipment;

   4.4 protect the Equipment  against  seizure and indemnify  Lessor against all
losses,  charges,  damages and expenses suffered or incurred by Lessor by reason
thereof; and

   4.5 protect  Lessor's title or interest in the Equipment  against all persons
claiming against or through Lessee and for this purpose take any necessary steps
to prevent title in the Equipment from passing to any freeholder or mortgagee of
the premises at which the Equipment is located.

   5. INSTALLATION, MAINTENANCE AND ADDITIONS

   5.1 Responsibility for all costs and risks of delivery,  in-transit insurance
and  installation  shall be as  indicated in the  relevant  Equipment  Schedule.
Notwithstanding such indication, Lessee shall be responsible for all exceptional
costs of delivery and installation including,  without limitation,  the costs of
special lifting and handling equipment and building alterations. Lessee will, at
the request of Lessor or its assignees,  certify the date of installation of any
Equipment rented hereunder.  If Lessee should have the Equipment  installed by a
third party  maintenance  or  engineering  company,  Lessee  assumes any and all
liability for defects in the  Equipment  which are  remediable  by  manufacturer
under a  manufacturer's  maintenance  contract  but  which  are not so  remedied
because  Lessee has  elected  to use a third  party to  install  the  Equipment,
Lessor's  approval of such third party  notwithstanding  (see 5.2). Lessee shall
have the  manufacturer  or  authorized  third party  remedy all such  defects at
Lessee's expense.

   5.2 Lessee  shall at all times and at its own expense  keep the  Equipment in
good order,  repair and condition  (fair wear and tear excepted) and shall enter
into and maintain  throughout the rental term, a contract for the maintenance of
the Equipment  with the  manufacturer  of the  Equipment,  or with a third party
maintenance  company as approved by Lessor provided that, if Lessee uses a third
party maintenance  company,  Lessee assumes any and all liability for defects in
the  Equipment  which are  remediable  by  manufacturer  under a  manufacturer's
maintenance  contract but which are not remedied because Lessee has arranged for
a third party to provide  such  maintenance.  Upon  termination  of the renting,
Lessee shall provide Lessor with the  manufacturer's  maintenance  qualification
letter and,  if  necessary,  Lessee  shall pay any costs  necessary  to have the
manufacturer re-certify the Equipment for maintenance eligibility.

   5.3 No additions, improvements,  variations,  modifications or alterations of
whatsoever kind or nature shall be made to the Equipment  without the consent in
writing of Lessor (such  consent not to be  unreasonably  withheld).  Subject to
such consent,  any additions to the Equipment shall first be offered for renting
by Lessor upon the terms and  conditions  of this  Agreement and of the relevant
Equipment   Schedule.   If  any  such   additions,   improvements,   variations,
modifications or alterations are made to the Equipment  without Lessor's written
consent, then the same shall be deemed to be Lessor's property.

   6. ACCEPTANCE AND WARRANTIES

   6.1 Lessor will use its  reasonable  endeavors  at the expense and request of
Lessee to extend to Lessee the benefit of any guarantees, conditions, warranties
or representations  which may be given to Lessor by the manufacturer or supplier
of the  Equipment or otherwise  implied in favor of Lessor,  provided  that such
benefit shall only be extended if Lessee shall fully  indemnify  Lessor  against
all costs, claims and expenses incurred in connection with any claim relating to
such guarantee, condition, warranty or representation.

   6.2 The  Equipment  has been  selected by Lessee with full  knowledge  of the
manufacturer's   specifications  and  Lessee  consequently  assumes  the  entire
responsibility for its choice and Lessee's acceptance by certifying installation
shall be  conclusive  proof that the Equipment is  satisfactory  in every way to
Lessee.

   7. LESSEE'S INDEMNITY

   Throughout  the  rental  term  under  any  Equipment  Schedule  and until the
Equipment hereunder has been effectively re-delivered to Lessor, Lessee shall be
solely responsible for any loss, damage or injury to any party occasioned by the
use or  possession  of the  Equipment or in any way  relating to the  Equipment.
Lessee  shall  indemnify  and keep  Lessor  indemnified  against  all  claims or
proceedings  made or brought against  Lessor,  and all damages,  losses,  costs,
charges and expenses  incurred by Lessor by reason of such claims or proceedings
arising out of the state, condition,  presence or use of the Equipment or in any
way  relating to the  Equipment  or arising out of the renting of the  Equipment
hereunder  provided  that  nothing  in this  clause  shall  restrict  or exclude
Lessor's  liability in respect of or shall entitle  Lessor to be  indemnified by
Lessee against any claims or proceedings in respect of any injury,  death,  loss
or damages caused by or resulting from the wilful default or gross negligence of
Lessor.

   8. RISK OF LOSS AND INSURANCE

   Throughout  the rental  term,  unless  otherwise  indicated  in the  relevant
Equipment Schedule,  the Lessee shall insure and at all times keep the Equipment
insured with reputable insurers.
Lessor and Lessee agree as follows:

   a) Effective upon delivery of the Equipment to Lessee and until the Equipment
is returned to Lessor, Lessee relieves Lessor of responsibility for all risks of
physical  damage to or loss or destruction of the Equipment,  howsoever  caused.
During the continuance of the relevant Equipment Schedule,  Lessee shall, at its
own expense,  cause to be carried and maintained casualty insurance with respect
to each item of Equipment  designated in this Equipment Schedule in an amount at
least  equal at all times to the  greater  of (i) the  replacement  value of the
Equipment,  or (ii) the aggregate  unpaid Rent with respect to the Equipment for
the unexpired  Initial Term. Lessee shall carry public liability  insurance,  in
each case in amounts and against risks customarily insured against by the Lessee
on similar  equipment and, in any event, in amounts and against risks comparable
to those  insured  against by the Lessee on equipment  owned by it. All policies
with respect to such insurance  shall name the Lessor as additional  assured and
(together with any Beneficiary) as loss payee, and shall provide for at least 30
days' prior written notice by the underwriter or insurance company to the Lessor
in the event of  cancellation  or expiration.  Lessee shall furnish  appropriate
evidence of such insurance;

   b) If any item of Equipment  is lost or rendered  unusable as a result of any
physical  damage or destruction of such item of Equipment,  Lessee shall give to
Lessor  prompt  notice  thereof and the  Agreement  and the  relevant  Equipment
Schedule shall  continue in effect  without any abatement of Rent.  Lessee shall
determine,  within  fifteen (15) days after the date of occurrence of such loss,
damage or destruction, whether such item of Equipment can be repaired. If Lessee
determines that such item of Equipment can be repaired,  Lessee, at its expense,
shall cause such item of Equipment to be promptly repaired. If Lessee determines
that such item of Equipment is lost or cannot be repaired, Lessee shall promptly
notify  Lessor and such  Equipment  shall be deemed to have suffered a "Casualty
Loss" for  purposes of this Section as of the date of  occurrence  of such loss.
Within said 15 days,  Lessee  shall  notify  Lessor of the  Equipment  which has
suffered a Casualty Loss and Lessee shall,  at the Lessor's  option,  either (i)
replace Equipment which has suffered a Casualty Loss with lien free equipment of
the same model,  type and feature  configuration  in which case the  replacement
equipment  shall become the  Equipment,  the relevant  Equipment  Schedule shall
continue in full force and effect and marketable  title in such Equipment  shall
vest in Lessor  or (ii) pay the  aggregate  unpaid  Rent  with  respect  to such
Equipment for the unexpired Initial Term for such Equipment  ("Casualty Value").
If the  Casualty  Value is paid,  any  installment  of Rent with respect to such
Equipment  due  prior to the date of the  Casualty  Loss  shall  remain  due and
payable.  After the payment of such Casualty Value and all other amounts due and
owing with respect to such  Equipment,  Lessee's  obligation to pay further Rent
for such Equipment shall cease. Except in the case of loss or total destruction,
Lessor will be entitled to recover all Equipment for which a Casualty  Value has
been paid;  provided,  however,  that Lessee shall dispose of such Equipment for
the best price obtainable (on an "as-is, where-is," basis without representation
or warranty  expressed or  implied),  and Lessee shall be entitled to retain all
amounts  received  for the  Equipment  up to the  Casualty  Value  and  Lessee's
reasonable  costs of  disposition  attributable  thereto,  and  shall  remit the
excess, if any, to Lessor.

   9. DEFAULT

   9.1   If:

   a) Lessee or Customer  shall fail to pay any Rent or other sum payable  under
this  Agreement  (and any Equipment  Schedules  entered into  hereunder)  within
fifteen  (15) days of its  becoming due or fail to observe or perform any of the
terms  and  conditions  hereof  or shall do or allow to be done any act or thing
which may jeopardize any of Lessor's rights in the Equipment;

   b) any  distress,  execution  or other  legal  process  shall be levied on or
against the Equipment or any part thereof or any premises  where the same may be
or Lessee  shall  permit  any  judgment  against  it to remain  unsatisfied  for
fourteen days (14); or

   c) Lessee or  Customer  shall enter into any  liquidation,  shall be declared
bankrupt or otherwise enter bankruptcy, shall call any meeting of its creditors,
or shall  have any  receiver  or  administrative  receiver  of all or any of its
undertakings  or assets  appointed,  or shall be deemed unable to pay its debts;
then,  in each and  every  such  case,  Lessor  may at any time  thereafter  and
notwithstanding  any  subsequent  acceptance  by Lessor of any Rent (but without
prejudice to any other rights which Lessor may have against Lessee  hereunder or
any  pre-existing  liability of Lessee to Lessor) by notice in writing to Lessee
forthwith and for all purposes  terminate  renting the  Equipment  hereunder and
under any Equipment  Schedule executed by the Lessee and thereafter Lessee shall
no longer be in possession of the Equipment with Lessor's consent.

   9.2 Upon such default, Lessee shall pay to Lessor:

   a) all arrears then due by way of Rent or otherwise;

   b) the costs of all repairs  required as at the date of termination to render
the Equipment in good order and condition (fair wear and tear excepted);

   c) all costs,  charges and expenses incurred by Lessor in locating and taking
possession of the Equipment including all legal fees, costs and expenses; and

   d) as agreed  compensation  for Lessor's full financial loss, an amount equal
to the  aggregate  unpaid Rent with respect of the  Equipment  for the unexpired
balance of the Initial Term less a discount at the lower of the debt rate of the
Beneficiary  (as defined in Subsection  11.1) at which the applicable  Equipment
Schedule  was  financed  or the rate of 2% per annum  below the then  prevailing
interbank offering rate, compounded quarterly,  for accelerated payment.  Lessee
confirms that the nature of the arrangement  between it and Lessor is such that,
in  computing  the amount  payable in such  circumstances,  Lessor  shall not be
obliged to mitigate its loss by applying the sale  proceeds of the  Equipment in
reduction of such amount.

   10.   RETURN OF THE EQUIPMENT

   At the end of the rental term of each Equipment  Schedule executed  hereunder
or upon the  termination  of the renting of the Equipment  for whatever  reason,
Lessee will at its own expense forthwith  deinstall and deliver the Equipment in
good order and condition  (fair wear and tear  excepted) to Lessor at such place
as may be appointed by Lessor  within the country in which it is then  installed
if Comdisco has an affiliate in that country,  or to the nearest  country with a
Comdisco  affiliate,  and, upon the failure of Lessee to return the Equipment as
contemplated  herein,  Lessor may, without waiving Lessee's  obligations for the
aforementioned expenses,  repossess the Equipment at any time and without notice
and for  this  purpose  shall be  entitled  freely  to  enter  into and upon any
premises where the Equipment may be and whether the same is occupied by or under
the control of Lessee or otherwise.

   11.   ASSIGNMENT

   11.1 Lessor  shall be entitled to assign,  sell or pledge in whole or in part
its rights related to any  Equipment,  to any Equipment  Schedule  and/or to any
amounts  payable  under any  Equipment  Schedule  to one or more  third  parties
(collectively  the  "Beneficiary").  Lessee  agrees  that on  receipt of written
notice from Lessor of such assignment, sale or pledge, if so instructed,  Lessee
shall perform for the benefit of the Beneficiary  those of its obligations under
any Equipment  Schedule as are  mentioned in such notice and, if so  instructed,
Lessee shall pay all or part of the amounts payable under any Equipment Schedule
directly to the Beneficiary or its assignees. Lessee declares and certifies that
the Beneficiary  shall be entitled to rely upon, and shall be considered a third
party beneficiary of, the following covenants and representations:

   a) Lessee  will not seek the  performance  by the  Beneficiary  of any of the
obligations  of Lessor under this  Agreement or any Equipment  Schedule  (unless
Lessor  shall  have  assigned  to the  Beneficiary  its  obligations  as  lessor
hereunder or under any Equipment  Schedule,  in which case however  Lessor shall
remain  primarily  liable  for the  performance  of such  obligations  vis-a-vis
Lessee);

   b) Lessee shall not agree to any  modification or amendment of this Agreement
or of any  Equipment  Schedule  assigned  to the  Beneficiary  without the prior
written consent of the Beneficiary;

   c)  Lessee  shall  send to the  Beneficiary  a copy of any  notice  which  is
required to be sent to Lessor; and

   d) Lessee's  obligations  hereunder and under any assigned Equipment Schedule
shall  not  be  subject  to  any  abatement,   reduction,   defense,  offset  or
counterclaim  available to Lessee for any reason whatsoever  including,  without
limitation,  any defect in the  Equipment or failure of Lessor to perform any of
its obligations hereunder or under any Equipment Schedule.

   11.2 Upon receipt of notice of any assignment,  sale or pledge, Lessee agrees
to execute  and  deliver  to Lessor  any  document  which may be  required  by a
Beneficiary in order to certify the rights and  obligations of the parties under
this Agreement and any assigned  Equipment Schedule and in order to perfect such
assignment, sale or pledge, including, without limitation:

     a) an  acknowledgement  of receipt of, or a declaration of consent to, such
assignment, sale or pledge;

   b) a  certificate  of  Lessee's  counsel  in which he opines  that  Lessee is
validly  bound by the  terms of this  Agreement  and of any  assigned  Equipment
Schedule; and

   c) a certificate of the delivery and acceptance of the related Equipment.

   11.3  Lessee  acknowledges  that  Lessor  may not  itself be the owner of the
Equipment rented under any Equipment Schedule and that Lessor may have rented or
leased such Equipment from a third party.

   11.4 Lessee shall not sell, offer for sale,  mortgage or charge the Equipment
or this Agreement or any Equipment  Schedule executed  hereunder nor hold itself
out as the  owner of nor part with  possession  of the  Equipment  and shall not
create or allow to be created any lien or any  encumbrance  on the Equipment and
shall duly and  punctually  pay all rates and  taxes,  charges  and  impositions
payable in respect of the premises  whereon any Equipment is situated.  Upon not
less than sixty (60) days prior written notice to Lessor, Lessee may subrent the
Equipment to any party,  or relocate the Equipment to any  location,  within the
country set forth in the respective  Equipment  Schedule,  provided that (i) any
such sublessee's credit worthiness shall, in Lessor's  reasonable  judgment,  be
equal to or better than  Lessee's,  and (ii) all costs of any nature  whatsoever
resulting from such  relocation or subrent shall be made for the sole account of
Lessee or its sublessee and any  subrenting of the Equipment  shall be expressly
subject  and  subordinate  to the  terms of this  Agreement  and the  respective
Equipment  Schedule.  No subrenting  of any  Equipment  shall operate to relieve
Lessee of its obligations hereunder.  The Lessee hereby grants to the Lessor the
right  and  opportunity  to  submit  or  match  the  last  proposal  for (i) the
subrenting of the  Equipment,  and (ii) the financing of any equipment  which is
replacing  the  Equipment  leased  pursuant to this  Agreement and any Equipment
Schedule.  Each of the foregoing shall be conducted in a commercially reasonable
time frame and manner.

   11.5 Customer hereby agrees that its  representations  and obligations  under
this Agreement may be assigned by Comdisco,  without notice, to the Lessor under
any Equipment  Schedule issued  hereunder,  and further assigned by such Lessor,
without notice, to the Beneficiary.

   12.   VALUE ADDED TAX ("VAT")
   In addition to the Rent and other sums payable  under this  Agreement and any
Equipment Schedule,  Lessee shall be responsible for and pay to Lessor any value
added tax, turnover tax, stamp tax,  recording tax or similar tax thereon at the
rate in force on the due date of  payment of any sums  payable  by Lessee  under
this Agreement and any Equipment Schedule, and Lessee shall indemnify Lessor and
keep  Lessor  indemnified  against  any  liability  for such taxes  which may be
incurred by Lessor in respect of the  Equipment  or its rental  hereunder at the
location set forth in the Equipment Schedule

   13.   MISCELLANEOUS

   13.1 Service of all notices under this  Agreement or any  Equipment  Schedule
shall be sufficient  if given  personally or posted to the party to be served at
its address herein or in such Equipment Schedule or at such address as the party
to be served may from time to time by notice in  writing  inform the other to be
its address for service of notice  hereunder or thereunder and, if sent by first
class post, shall be deemed to be delivered 48 hours after posting.

   13.2 It is acknowledged  by the parties that the  manufacturer or supplier of
the  Equipment  is not the  agent  and has no  authority  to act as the agent of
Lessor and that  Lessor  shall under no  circumstances  be  responsible  for any
warranty or representation made by any manufacturer or supplier except as stated
in this Agreement or such Equipment Schedule.

   13.3 Lessor hereby  excludes any  conditions,  warranties or  representations
relating to the Equipment  whether  express or implied and whether  statutory or
otherwise.

   13.4 This  Agreement  shall be governed  and  construed  for all  purposes in
accordance  with the law agreed  upon in the  applicable  Equipment  Schedule by
Lessor and Lessee. Comdisco and Customer hereby consent to such law.

   13.5 Any  payment  hereunder  or under any  Equipment  Schedule  by Lessee to
Lessor shall be treated as paid on the date of its receipt by Lessor.

   13.6 Neither this  Agreement nor any Equipment  Schedule  executed  hereunder
shall be  varied  in its  terms  by any  oral  agreement  or  representation  or
otherwise  than by an  instrument  in writing  either of even date or subsequent
hereto or thereto executed by the respective parties or by their duly authorized
representatives.

   13.7 The terms and conditions of any Equipment  Schedule will supersede those
of all previous  agreements  either  written or oral  between  Lessor and Lessee
relating to the Equipment.

   13.8 No right or  remedy  herein  conferred  upon or  reserved  to  Lessor is
exclusive  of any other right or remedy  herein or by law or equity  provided or
permitted but each shall be cumulative of every right or remedy given  hereunder
or hereafter  existing and may be enforced  currently  therewith or from time to
time.

   13.9 No  forbearance  or indulgence on the part of Lessor shown or granted to
Lessee  shall in any way  restrict  or  diminish  the full  rights and powers of
Lessor under this  Agreement  or any  Equipment  Schedule or shall  operate as a
waiver of any  breach by  Lessee  of any of the  terms  and  conditions  of this
Agreement.

   13.10 No Equipment  Schedule  executed  hereunder  shall become binding until
accepted  in  writing by a  representative  authorized  in  writing on  Lessor's
behalf.

   13.11 The printed  titles given to the clauses of this Agreement are inserted
for convenience only, do not form part of this Agreement and have no effect upon
its operation and interpretation.

   13.12 Customer hereby submits to the jurisdiction of the court agreed upon in
the applicable Equipment Schedule by Lessor and Lessee regarding the enforcement
of Customer's  representations  and  obligations  hereunder with respect to such
Equipment  Schedule and Customer  hereby  appoints the Lessee in the  applicable
Equipment Schedule as the Customer's agent for service of process with regard to
the foregoing.

   13.13 In the event any one or more of the provisions of this Agreement and/or
any Equipment  Schedule executed hereunder shall for any reason be held invalid,
illegal or unenforceable,  the remaining provisions of this Agreement and/or any
such Equipment Schedule executed hereunder shall be unimpaired, and the invalid,
illegal or  unenforceable  provision shall be replaced by a mutually  acceptable
valid, legal and enforceable provision,  which comes closest to the intention of
the parties underlying the invalid, illegal or unenforceable provision.

   13.14 Lessee shall obtain no title to any software or other licensed products
("Products")  attached to the Equipment  delivered to Lessee,  and such Products
shall at all times remain the property of the owner thereof.  Prior to the legal
use of any such  Products,  Lessee shall be responsible to obtain or cause to be
obtained a license to use such Products from the owner thereof.

   13.15  Customer  will,  upon  execution  of  this  Agreement,  and  as may be
requested  thereafter,   provide  Lessor  and/or  Comdisco  with  a  secretary's
certificate  of incumbency  and authority and any other  documents  which may be
requested by Lessor and/or Comdisco.

Done in three copies this ________________ day of ____________, 19__

COMDISCO, INC.                               WORLDPORT COMMUNICATIONS, INC

By:___________________________________       By:________________________________


Title:__________________________________     Title:_____________________________


REV. 9/98





                                    EXHIBIT A

    To the Global Master Rental Agreement dated as of ______________, between
    Comdisco, Inc. ("Comdisco") and ___________________________ ("Customer")

                          AFFILIATES OF COMDISCO, INC.

COMDISCO ASIA PTE LTD                       COMDISCO IRELAND LIMITED
9, Temasek Boulevard                        30 Herbert Street
#09-01, Suntec Tower 2                      Dublin 2
Singapore 038989                            (Ireland)

COMDISCO AUSTRALIA PTY LTD                  COMDISCO JAPAN, A BRANCH OF COMDISCO
(CAN 002 997-453)                           GMBH & CO. LEASING AND FINANCE KG
Level 18, 111 Pacific Highway               Nomura Fudosan Building 11F
North Sydney                                1-8-15 Azuchi-Machi
NSW-Australia 2060                          J-Chuo-Ku, Osaka 541-0052
                                            (Japan)
COMDISCO HANDELSGESELLSCHAFT M.B.H.         
Mahlerstrasse 7/22                          COMDISCO DE MEXICO, S.A. DE C.V.
A-1010 Wien                                 c/o Gardere & Wynne, Arena, Arce, 
(Austria)                                   Robles, Yarza, S.C.
                                            Rio Panuco No. 7
                                            Col. Cuauhtemoc
COMDISCO BELGIUM S.P.R.L.                   06500 Mexico, D.F.
c/o KPMG                                    (Mexico)
Rue Neerveld 101 - 103 Boite 3
St Lambrechts - Woluwe                      COMDISCO NEDERLAND B.V.
B-1200 Bruxelles                            Planetenbaan 15, Postbus 1681
(Belgium)                                   NL-3606 AK Maarssen
                                            (The Netherlands)
COMDISCO CANADA LTD.
Royal Bank Plaza, North Tower               COMDISCO NEW ZEALAND
200 Bay Street, Suite 2075                  Level 16, ASB Bank Centre
P.O. Box 131                                Cnr Albert and Wellesley Streets
CDN-Toronto, Ontario M5J 2J3                Auckland
(Canada)                                    (New Zealand)

COMDISCO FRANCE S.A.                      COMPUTER DISCOUNT CORPORATION, S.L.
176, avenue Charles de Gaulle             c/o KPMG Estudio Juridico y Tributario
92522 Neuilly sur Seine                   Torre Europa
(France)                                  Paseo de la Castellana, 95 (Planta 24)
                                          E-28046 Madrid
PROMODATA S.N.C.                          (Spain)
176, avenue Charles de Gaulle
92522 Neuilly sur Seine                     COMDISCO SWEDEN AB
(France)                                    c/o Advokatfirman Vinge
                                            Smalandsgatan 20, Box 1703
COMDISCO DEUTSCHLAND GMBH                   S-11187 Stockholm
Oskar-Messter-Stra(beta)e 24                     (Sweden)
D-85737 Ismaning/Munchen
(Germany)                                   COMDISCO (SWITZERLAND) SA
                                            Postfach 4136
COMDISCO GMBH & CO. LEASING AND FINANCE KG  Baarestra(beta)E 20
Oskar-Messter-Stra(beta)e 24                     CH-6304 ZUG
D-85737 Ismaning/Munchen                    (Switzerland)
(Germany)
                                            COMDISCO TRADE, INC. (TAIWAN BRANCH)
COMDISCO GLOBAL INC.                        14F-06 Empire Commercial Building
c/o Truman Bodden & Company                 No. 295 Kuang-Fu Road Section 2
P.O. Box 866                                Hsinchu, Taiwan
Anderson Square Building                    (Republic of China)
Grand Cayman
(British West Indies)                       COMDISCO UNITED KINGDOM LIMITED
                                            1000 Great West Road
                                            Brentford
                                            GB-Middlesex  TW8 9HJ
                                            (Great Britian)




                                    EXHIBIT B

    To the Global Master Rental Agreement dated as of _____________, between
    Comdisco, Inc. ("Comdisco") and ___________________________ ("Customer")

                             AFFILIATES OF CUSTOMER






                                    EXHIBIT C


     To the Global Master Rental Agreement dated as of_____________, between
            Comdisco, Inc. ("Comdisco") and ____________ ("Customer")




            Effective  as of the date of the  Agreement,  Comdisco  and Customer
        hereby agree,  pursuant to Subsection 1.2, "Equipment  Schedules" of the
        Agreement that Equipment  Schedules  substantially in the forms attached
        hereto and  identified  by country  name shall be used in the  countries
        listed  below  which match the country  name on the  attached  Equipment
        Schedules.



                                  Australia             Mexico
                                  Austria               Netherlands
                                  Belgium               New Zealand
                                  Brazil                **Norway
                                  Canada                **Portugal
                                  **Denmark             Puerto Rico
                                  **Finland             Singapore
                                  France                Spain
                                  Germany               Sweden
                                  Hong Kong             Switzerland
                                  Ireland               Taiwan
                                  ***Italy              United Kingdom
                                  Japan                 United States


                                   Initialed:  Comdisco ______________


                                               Customer ______________






        **Leases  will be  written  with  Comdisco  Nederland  B.V.,  as  Lessor
        ***Leases will be written with Comdisco  Handelsgesellschaft  M.B.H., as
        Lessor




        In certain instances leases for Equipment in Denmark,  Finland,  Ireland
        and/or  Portugal  may be  written by  Comdisco  GmbH & Co.  Leasing  and
        Finance KG.






                                    EXHIBIT 1

                           SUMMARY EQUIPMENT SCHEDULE




SUMMARY   EQUIPMENT    SCHEDULE   NO.   _______   for   the   Period   beginning
____________________ and ending ____________________ to the Global Master Rental
Agreement dated as of ______________________________  and Equipment Schedule No.
_______ thereto between Lessor and Lessee (the "Lease").

LESSEE:                       LESSOR:


ADDRESS FOR NOTICES:          ADDRESS FOR NOTICES:      ADDRESS FOR REMITTANCES:





ATTENTION:                    ATTENTION:                 ATTENTION:




1.   EQUIPMENT: As set forth in the attached Acceptance Certificates which are a
                part hereof (No. of Acceptance Certificates: _______)

2. INITIAL TERM START DATE:

3. INITIAL TERM:

4. LESSOR'S COST:

5. __________ RENT:


6. LESSEE REPRESENTATIONS: The Lessee hereby represents and warrants that:

   (a)   It  has  accepted  all  items  of  Equipment  listed  on  the  attached
         Acceptance Certificates as of the date set forth therein.

   (b)   No default  or event  which with the giving of notice or lapse of time,
         or both, would become a default has occurred or is continuing.



GLOBAL  MASTER  RENTAL  AGREEMENT:  This  Summary  Equipment  Schedule is issued
pursuant to the Global Master Rental Agreement and Equipment Schedule identified
above.  All of the terms,  conditions,  representations  and  warranties  of the
Global Master Rental  Agreement and Equipment  Schedule are hereby  incorporated
herein and made a part hereof as if they were expressly set forth in the Summary
Equipment  Schedule and this Summary Equipment  Schedule  constitutes a separate
lease with respect to the Equipment described herein.





AS LESSEE                                   AS LESSOR


BY:_________________________________        BY:________________________________

TITLE:______________________________
TITLE:_____________________________

DATE:_______________________________        DATE:______________________________





                                  ATTACHMENT TO
                        SUMMARY EQUIPMENT SCHEDULE_______
                          RENTAL BREAKDOWN BY LOCATION




Location
Number          Location        Rent             Tax on Rental       Total Rent





                                 ADDENDUM TO THE
                         GLOBAL MASTER RENTAL AGREEMENT
                    DATED SEPTEMBER 23, 1998, BY AND BETWEEN
                                 COMDISCO, INC.,
                                       AND
                  WORLDPORT COMMUNICATIONS, INC., AS "CUSTOMER"
                                (THE "AGREEMENT")

The terms and  conditions  of the Agreement as they pertain to this Addendum are
hereby modified and amended as follows:


A.       SECTION 2, "TERM"

         In Section 2.4 (b), before "adverse" insert "material".

B.       SECTION 3, "RENT"

         In the last sentence of Section 3.6,  before  "whereupon"  insert "less
         any amounts  received by Lessor from the  manufacturer  or otherwise in
         respect  of  payments  made by  Lessor or Lessee  with  respect  to the
         Equipment, and".

C.       SECTION 4, "USE"

         In Section 4.4, after "reason  thereof"  insert "unless such seizure is
         caused by or otherwise relates to actions or inaction by Lessor".

D.       SECTION 7, "LESSEE'S INDEMNITY"

         To the last sentence of this section  after  "Lessor" add "or any third
         party acting by, through or against Lessor".

         To the end of this Section add the following language:

         "Any amounts to be paid by Lessee to Lessor or pursuant to this Section
         7 shall  be  reduced  by an  amount  equal  to any  insurance  or other
         payments  received by Lessor with respect to such claim made hereunder.
         Lessor shall  indemnify  Lessee for all costs caused by or arising from
         Lessor's actions."

E.       SECTION 9, "DEFAULT"

         In Section 9.1 (b),  after "any part  thereof"  insert  "(other than by
         reasons relating to or caused by Lessor)" and after "judgment  against"
         delete "it" and replace it with "the Equipment".

F.       SECTION 11, "ASSIGNMENT"

         In Section 11.1 (b), after "consent of the Beneficiary"  insert "or the
Lessor".

F.       SECTION 13, "MISCELLANEOUS

         In Section 13.3,  after  "Equipment"  insert  "(other than as set forth
         with  respect  to  inventory  equipment  in  the  respective  Equipment
         Schedule)".

         In Section 13.8, after "Lessor" insert "or Lessee".

         In Section  13.14,  at the  beginning  of the sentence  insert  "Unless
otherwise agreed,".

         In Section 13.15, after "which may be" insert "reasonably".


COMDISCO , INC.                             WORLDPORT COMMUNICATIONS, INC.

By:  _______________________                By: _______________________

Title:  ______________________              Title:  _____________________

Date:    _____________________              Date: _____________________






Initialled:                                              Comdisco ______________


                                                         Customer ______________