MASTER EQUIPMENT LEASE AGREEMENT




WORLDPORT COMMUNICATIONS, INC.                      (Lessee)      No. F30743
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9601 KATY FREEWAY, SUITE 200  HOUSTON, TX  77024    (Address)     Date 10/31/97
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Forsythe/McArthur  Associates,  Inc.  ("FMA"  or  "Lessor"),  by its  acceptance
hereof,  agrees to lease to  Lessee,  and Lessee  agrees to lease  from FMA,  in
accordance with the terms and conditions  hereinafter  set forth,  the equipment
("Equipment")  described  in  equipment  schedules   ("Schedule(s)")  which  are
executed from time to time by FMA and Lessee.  Each Schedule  shall refer to and
incorporate by reference  this Agreement and, when signed by the parties,  shall
constitute a separate lease (a "Lease") for the Equipment  therein  described on
the terms and conditions stated therein and, to the extent not inconsistent with
such Schedule, on the terms and conditions stated in this Agreement.

1. TERM OF LEASE: The term of a Lease as to any item of Equipment shall commence
(the  "Commencement  Date") on the date set forth in the  Schedule on which such
item of Equipment is described (herein a "related  Schedule") and shall continue
in force  thereafter  until the Lease is terminated as to such item of Equipment
by either  party  upon not less than 90 days prior  written  notice to the other
party; provided, however, that a Lease shall in no event be terminated as to any
item of Equipment prior to the expiration of the minimum term specified therefor
("Minimum  Term") in the  related  Schedule,  and that no notice of  termination
shall be effective  if given more than 180 days before the date of  termination.
Any notice of termination given by either party may not be withdrawn without the
written  consent of the other  party.  Except as  otherwise  expressly  provided
herein,  each  Lease  is  irrevocable  for the  full  term  thereof  and for the
aggregate rental therein  provided.  If, after notice of termination is given by
Lessee with respect to a Lease in accordance  herewith,  Lessee and FMA agree in
writing to renew such Lease prior to the end of the Minimum Term  thereof,  such
renewal  shall become  effective on the later of (i) the last day of the Minimum
Term of such Lease, or (ii) the date 45 days after the date of such agreement to
renew,  and such Lease shall  continue in force until the effective date of such
renewal.

2. RENTAL CHARGES & TAXES:  The monthly rental charge  ("Monthly Rent") for each
item of  Equipment  as set  forth in the  related  Schedule  shall  begin on the
Commencement Date and shall be due and payable by Lessee in advance on the first
day of each month thereafter  (except for the first payment which shall be a pro
rata portion of the Monthly Rent,  calculated on a 30-day basis, due and payable
on the Commencement  Date). All amounts payable by Lessee under a Lease shall be
absolute  and  unconditional  and shall not be subject to any  defense,  setoff,
counterclaim or recoupment for any reason whatsoever,  and such amounts shall be
and continue to be payable in all events.

Lessee  covenants and agrees to pay when due or reimburse and indemnify and hold
FMA  harmless  from and against all taxes,  fees or other  charges of any nature
whatsoever  (together  with any related  interest or penalties  not arising from
negligence on the part of FMA) now or hereafter  imposed or assessed  during the
term of a Lease  against FMA,  Lessee or the  Equipment  by any federal,  state,
county,  or local government  authority upon or with respect to the Equipment or
upon the ordering,  purchase, sale, ownership,  delivery,  leasing,  possession,
use, operation,  return or other disposition thereof or upon the rents, receipts
or earnings arising therefrom or upon or with respect to any Schedule (excepting
only  federal,  state and local  taxes based on or measured by the net income of
FMA or any  franchise tax upon FMA measured by FMA's  capital,  capital stock or
net worth). FMA shall be responsible for the filing of all personal property tax
returns  relating to the Equipment and shall pay all taxes indicated  thereon on
behalf of Lessee. Lessee shall reimburse FMA for all taxes paid by FMA which are
the  responsibility  of  Lessee  hereunder  within 10 days of  receipt  of FMA's
invoice therefor.

3. OVERDUE PAYMENTS: For each payment of Monthly Rent or other sum due hereunder
that is not paid when due, and for each month in which such payment remains past
due,  Lessee agrees to pay FMA a delinquency  charge at the rate of 1.5% of such
payment,  provided  that such a  delinquency  charge is not  prohibited  by law,
otherwise at the highest rate Lessee can legally  obligate  itself to pay and/or
FMA can legally collect.  Any sum due hereunder other than Monthly Rent shall be
considered past due 5 days after the due date shown on FMA's invoice therefor.

4. USE OF EQUIPMENT:  Each item of Equipment  will be kept by Lessee in its sole
possession and control,  will at all times be located at the location  stated in
the  related  Schedule,  and will not be  removed  therefrom  without  the prior
written  consent of FMA.  All costs and  expenses  of every  nature  that may be
incurred in  connection  with the permitted  movement of the  Equipment  between
locations (including any additional property taxes or other taxes resulting from
such movement)  shall be borne by Lessee.  If Lessee fails to so notify FMA and,
as a result of such  failure,  FMA has paid or is required  by the  jurisdiction
where the Equipment was originally  located to continue to pay taxes of the sort
for which  Lessee  is  responsible  under  this  Agreement,  then  Lessee  shall
reimburse FMA for such taxes,  which payment  (less FMA's  reasonable  costs and
expenses)  will be refunded to Lessee if and when FMA  receives a  corresponding
refund  from said  jurisdiction.  Lessee  will not make or permit to be made any
alteration  or addition to the  Equipment  (other than  manufacturer's  approved
engineering changes).

FMA shall not be liable to Lessee for any loss, damage or expense of any kind or
nature  whatsoever and howsoever,  directly or  indirectly,  caused  (including,
without limitation,  any loss of business) by (a) any item of Equipment, (b) the
use,  maintenance,  repair,  service  or  adjustment  thereof,  (c) any delay or
failure to provide any maintenance, repair, service or adjustment thereto or (d)
any interruption of service or loss of use thereof.


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5. LOSS OF OR DAMAGE TO EQUIPMENT - INSURANCE:  Lessee shall be responsible  for
and hereby  assumes  the  entire  risk of the  Equipment  being  lost,  damaged,
destroyed,  stolen or otherwise  rendered unfit or unavailable  for use from the
date of its shipment to Lessee until the date of return to and receipt  therefor
by FMA.  If any  item of  Equipment  is  lost,  damaged,  destroyed,  stolen  or
otherwise rendered unfit or unavailable for use, Lessee shall give FMA immediate
notice  thereof and the Lease to which such  Equipment is subject shall continue
in full force and effect without any abatement in the Monthly Rent applicable to
such item of Equipment.  Lessee shall determine,  and notify FMA, within 15 days
after the date of the occurrence of any damage to any item of Equipment  whether
such item can be  repaired.  In the event  Lessee  determines  that such item of
Equipment can be repaired,  Lessee, at its expense,  shall cause such item to be
promptly repaired.  If an item of Equipment is lost,  destroyed or stolen, or if
Lessee  determines that a damaged item of Equipment  cannot be repaired,  Lessee
shall, at FMA's direction, within 30 days of such occurrence, either replace the
item with an identical  item of  Equipment,  the title to which shall  thereupon
vest in FMA and  which  thereafter  shall be  considered  the item of  Equipment
subject to the related Schedule with no abatement in the Monthly Rent applicable
thereto or, in FMA's sole  discretion,  pay to FMA an amount equal to the sum of
(i) all unpaid Monthly Rent in respect of such item of Equipment through the end
of the Minimum Term applicable  thereto as set forth in the related Schedule (or
the last day of any extended  term then in effect with respect to such item) and
(ii) FMA's  estimate of the fair market  value of such item of  Equipment at the
end of the Minimum Term applicable  thereto as set forth in the related Schedule
(or at the end of any  extended  term then in effect with respect to such item).
Upon such  payment,  Lessee's  obligation  to pay Monthly  Rent for such item of
Equipment shall cease.

Lessee shall cause the  Equipment  to be insured  against loss or damage for not
less than the insurance value set forth in the related Schedule, and shall carry
comprehensive  general  liability  and property  damage  insurance  covering the
Equipment and its use. All such  insurance  shall be in form and amount and with
companies  approved by FMA and shall name FMA (or any Assignee,  as  hereinafter
defined) as an additional insured, as its interest may appear.  Lessee shall pay
the premiums for such  insurance  and shall  deliver said policies or duplicates
thereof or certificates thereunder to FMA, together with endorsements thereon or
independent  instruments  whereby  each  insurer  agrees that it will give FMA a
right to 30 days written notice before said policies can be altered or cancelled
and the right to payment of premium  without  obligation.  The  proceeds of such
insurance,  at the option of FMA,  shall be applied (i) toward the  replacement,
restoration or repair of the Equipment or (ii) toward payment of the obligations
of Lessee  under the Lease to which such  Equipment  is subject.  Lessee  hereby
appoints FMA as Lessee's  attorney-in-fact  to make claims for,  receive payment
of, and execute and endorse all documents,  checks or drafts for, loss or damage
under any said insurance policies.

6.  MAINTENANCE,  REPAIRS AND  INSTALLATION:  Lessee shall, at its expense,  (a)
obtain and keep in full effect,  throughout the term of a Lease, a contract from
the  manufacturer  of the  Equipment  subject  to the  Lease  (or  from  another
reputable  computer  maintenance  organization  approved by FMA)  providing  for
standard  maintenance  service (as that term is defined by the manufacturer) and
(b) otherwise  maintain the Equipment in good working order and  appearance  and
make all necessary adjustments and repairs thereto. Lessee will provide required
suitable  electric  current to operate  the  Equipment  and a suitable  place of
installation  for the Equipment with all appropriate  facilities as specified by
the  manufacturer.  Lessee  will  grant  access  to the  Equipment  to FMA,  its
designee,  or the organization  providing computer  maintenance services for the
Equipment  during normal  working  hours for  inspection,  repair,  maintenance,
installation of engineering changes and for any other reasonable purpose. Lessee
shall immediately  notify FMA of all details concerning any accident arising out
of the alleged or apparent improper manufacture, functioning or operation of the
Equipment.  Lessee  will at all times  cooperate  with the  manufacturer  of the
Equipment so as to permit the prompt  installation of all engineering changes on
the Equipment as and when determined necessary or desirable by the manufacturer.
Prior to termination of a Lease as to any item of Equipment, Lessee, at its sole
expense,  shall  return such item of  Equipment  in the same  condition  as when
received by Lessee,  reasonable  wear and tear resulting from proper use thereof
alone  excepted,  to FMA at such  location as shall be designated by FMA. If any
item of Equipment is maintained by other than the manufacturer  thereof,  Lessee
shall cause such item of Equipment to be eligible, at Lessee's sole expense, for
such manufacturer's  standard maintenance service prior to its return to FMA and
shall provide suitable evidence thereof.

7. TITLE AND UPGRADE:  Each item of Equipment shall remain personal property of,
and the title  thereto  shall  remain in, FMA or its Assignee  exclusively,  and
Lessee shall have no right,  title or interest  therein and no right to purchase
or otherwise  acquire  title to or ownership of such item except as set forth in
the  related  Schedule.   All  replacement  parts,   additions  and  accessories
(excluding  feature  additions and model changes,  as those terms are defined by
the  manufacturer)  incorporated  in or  affixed  to  the  Equipment  after  the
commencement of a Lease to which such Equipment is subject shall be the property
of FMA. Any feature addition or model change  ("Upgrade")  shall be incorporated
in or affixed to the Equipment  only with the prior written  consent of FMA. FMA
shall have the right of first  refusal to match any proposal for the purchase or
lease of an Upgrade.  If an Upgrade has been  incorporated  in or affixed to the
Equipment  and such  Upgrade was not leased by FMA, FMA shall have the option to
purchase such Upgrade at the end of the Minimum Term of the related Schedule for
the fair market value  thereof  (based on the average of three  appraisals  from
dealers who deal in equipment  of that type,  one selected by FMA, one by Lessee
and one by the other two). If FMA does not purchase such Upgrade,  Lessee shall,
at the request of FMA (and  absent such  request,  at its option,  Lessee  may),
before the related Schedule terminates,  at Lessee's expense, remove the Upgrade
and restore the Equipment using identical components removed therefrom (if any).

Lessee  shall at its  expense  protect and defend  FMA's title to the  Equipment
against all persons claiming against or through Lessee, at all times keeping the
Equipment free from any legal process or encumbrance whatsoever,  including, but
not limited to, liens,  attachments,  levies and  executions  (except any placed
thereon by FMA),  and shall give FMA immediate  written notice of any such legal
process or  encumbrance  and shall  indemnify FMA from any loss caused  thereby.
Lessee shall execute or obtain from third parties and deliver to FMA, upon FMA's
request,  such further  instruments  and  assurances  as FMA deems  necessary or
advisable for the confirmation or perfection of FMA's rights hereunder.

In the event a Lease is determined to be a security agreement, Lessee hereby (i)
grants to FMA a security interest in the Equipment subject thereto to secure the
payment and performance of Lessee's  obligations  thereunder and (ii) authorizes
FMA, at Lessee's expense,  to cause the Lease (including a carbon,  photographic
or other reproduction thereof), or any statement or other instrument relating to
the Lease  showing  the  interest  of FMA in the  Equipment,  including  Uniform
Commercial  Code financing  statements,  to be filed or recorded and re-filed or
re-recorded,  and Lessee  grants FMA the right to execute  Lessee's  name to any
such statement or instrument. Lessee agrees to execute and deliver any statement
or instrument  requested by FMA for such purpose, and agrees to pay or reimburse
FMA for any searches,  any filing,  recording or stamp fees, and any expenses or
taxes arising from the filing or recording of any such instrument or statement.

The  Equipment  is,  and shall at all times be and  remain,  personal  property,
notwithstanding  that the Equipment or any part thereof may now be, or hereafter
become,  in any manner affixed or attached to real property or any  improvements
thereon.

8. NO WARRANTIES:  FMA MAKES TO LESSEE NO WARRANTY,  GUARANTY OR REPRESENTATION,
EXPRESS OR IMPLIED,  WITH RESPECT TO THE EQUIPMENT,  INCLUDING,  BUT NOT LIMITED
TO,  MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE,  QUALITY OR CAPACITY OF
THE EQUIPMENT,  WORKMANSHIP,  COMPLIANCE WITH THE REQUIREMENTS OF ANY LAW, RULE,
SPECIFICATION OR CONTRACT  PERTAINING TO THE EQUIPMENT OR PATENT INFRINGEMENT OR
PATENT DEFECTS. LESSEE ACKNOWLEDGES THAT EACH LEASE OF THE EQUIPMENT IS "AS IS."
FMA IS NOT RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT,  SPECIAL,  INCIDENTAL


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OR CONSEQUENTIAL DAMAGES OR LOSSES RESULTING FROM THE INSTALLATION, OPERATION OR
USE  OF  THE   EQUIPMENT  OR  ANY  PRODUCTS   MANUFACTURED   THEREBY.   FURTHER,
NOTWITHSTANDING  FMA'S ACCEPTANCE OF ANY ORDER OR SUPPLEMENTAL ORDER, FMA IS NOT
RESPONSIBLE  OR LIABLE FOR ANY SUCH  DAMAGES OR  LOSSES,  RESTITUTION,  SPECIFIC
PERFORMANCE  OR ANY OTHER  REMEDY IN THE EVENT THAT FOR ANY REASON ANY VENDOR OF
GOODS FAILS TO TIMELY  DELIVER THE SAME TO FMA OR LESSEE OR IN ANY OTHER  MANNER
OR RESPECT  BREACHES OR FAILS TO PERFORM  ITS  CONTRACT  WITH FMA.  FMA MAKES NO
WARRANTY AS TO THE TREATMENT OF A LEASE FOR TAX OR ACCOUNTING PURPOSES.

9.  TRANSPORTATION  AND  INSTALLATION:  All  transportation,  rigging,  drayage,
in-transit insurance, and other charges payable for delivery of the Equipment to
and from Lessee, and all installation and disconnect  charges,  shall be paid by
Lessee.

10.  NON-WAIVER:  FMA's  failure at any time to require  strict  performance  by
Lessee of any of the  provisions  of a Lease shall not waive or  diminish  FMA's
right  thereafter  to  demand  strict  compliance  therewith  or with any  other
provision. Waiver of any default shall not waive any other default. FMA's rights
under  a  Lease  are  cumulative  and  not  alternative  and  may  be  exercised
successively or concurrently.

11. QUIET POSSESSION: Conditioned upon Lessee's performing its obligations under
a Lease,  FMA  covenants  to and with  Lessee that Lessee  shall  peaceably  and
quietly hold and use the Equipment  subject to the Lease during the term thereof
without let or hindrance.

12.  DEFAULT AND  REMEDIES:  The  occurrence of any one or more of the following
events  ("Events of Default")  shall  constitute a default under any Lease:  (a)
Lessee  fails to pay the Monthly  Rent or any other  amount due FMA on or before
the fifth day after the same is due; (b) any financial statement, information or
representation or warranty given to FMA is false or misleading as of the date it
was given by or on behalf of Lessee;  (c) Lessee fails to observe or perform any
other term,  condition,  obligation,  agreement  or  covenant  set forth in such
Lease,  and such  failure  continues  for a period of 10 days  after  receipt of
written  notice  thereof from FMA; (d) Lessee assigns or attempts to assign such
Lease, or removes, transfers, encumbers, sublets or parts with possession of any
item of Equipment subject to such Lease, or attempts to do any of the foregoing,
or  suffers  or  permits  any of the  foregoing  to occur  except  as  expressly
permitted in such Lease; (e) Lessee ceases doing business as a going concern, or
it  or  its  shareholders  or  partners  take  any  action  looking  toward  its
dissolution or liquidation;  (f) Lessee becomes insolvent, or generally fails or
admits in writing its inability or unwillingness to pay its debts as they become
due,  or makes a general  assignment  for the  benefit of  creditors;  or Lessee
applies  for,  acquiesces  in or consents to the  appointment  of any  receiver,
trustee  or other  custodian  for it or for all or any  substantial  part of its
property; or such receiver,  trustee or other custodian is appointed without its
application or consent, and such appointment continues undischarged for a period
of 60 days; or any bankruptcy, reorganization, debt arrangement or other case or
proceeding  under any  bankruptcy  or  insolvency  law,  or any  dissolution  or
liquidation  proceeding is commenced with respect to Lessee and, if such case or
proceeding  is not  commenced by Lessee,  it is consented to or acquiesced in by
Lessee,  or  remains  for 60 days  undismissed;  or Lessee  takes any  action to
authorize,  or in furtherance of, any of the foregoing;  (g) an Event of Default
by Lessee under any other Lease; or (h) an event of default or event which, with
the giving of notice or the passage of time, or both, would constitute a default
under any other lease or agreement between FMA and Lessee.

If an Event of Default  occurs,  FMA may,  at its  option,  do any or all of the
following to the full extent  permitted  by law:  (i) recover  from  Lessee,  as
liquidated damages for loss of a bargain and not as a penalty,  as to any or all
Leases,  an amount equal to the present  value of all Monthly Rent to be paid by
Lessee  during the  remaining  Minimum Term or any extended term then in effect,
discounted at the rate of 6% per annum,  which amount shall be  accelerated  and
become immediately due and payable; (ii) sue for and recover all rents and other
amounts  due or to become  due with  respect  to any or all items of  Equipment;
(iii) require Lessee to assemble all Equipment at Lessee's  expense,  at a place
reasonably  designated  by FMA; or (iv)  remove any  physical  obstructions  for
removal of the Equipment  from the place where the Equipment is located and take
possession of any or all items of Equipment,  without notice or demand, wherever
the same may be located,  disconnecting  and  separating all such Equipment from
any other  property,  with or without any court order or  pre-taking  hearing or
other process of law.  Lessee  hereby  waives any and all damages  occasioned by
such  retaking.  FMA may,  at its  option,  ship,  store,  repair  or lease  all
Equipment  so removed and sell or otherwise  dispose of any such  Equipment at a
private or public  sale.  FMA may  expose  Equipment  at  Lessee's  premises  at
reasonable business hours without being required to remove the Equipment.

In the event that Lessee shall have paid to FMA the liquidated  damages referred
to in the  preceding  paragraph,  FMA hereby  agrees to pay to Lessee,  promptly
after receipt thereof, either (a) if FMA re-leases the Equipment, all rentals or
proceeds  received from the reletting of the Equipment during the balance of the
Minimum  Term of the related  Schedule or any  successive  period then in effect
(after  deduction  of all  expenses  incurred  by FMA),  or (b) if FMA sells the
Equipment, all proceeds received from the sale (after deduction of the estimated
fair market  value of the  Equipment as of the end of the Minimum Term or at the
end of any extended  term then in effect and of all  expenses  incurred by FMA),
said amount never to exceed the amount of the liquidated damages paid by Lessee.
For purposes of the foregoing,  in the event of any reletting by FMA of any item
of  Equipment,  "all  rentals or proceeds  received  from the  reletting  of the
Equipment" shall mean the present value  (discounted to the Commencement Date of
the re-lease using the interest rate at which FMA has non-recourse  financing or
a  non-recourse  financing  commitment  with  respect to such  re-lease)  of the
monthly rent for such item under re-lease to a third party,  taking into account
only that monthly rent of such  re-lease  which is payable on or before the last
day of the Minimum Term of the related Schedule (or the last day of any extended
term then in effect with respect to such item of Equipment).  Lessee agrees that
FMA shall have no  obligation to sell the  Equipment.  Lessee shall in any event
remain fully liable for reasonable  damages as provided by law and for all costs
and  expenses  incurred by FMA as a result of such  default  including,  but not
limited to, all court costs and reasonable attorneys' fees. Lessee hereby agrees
that, in any event, it will be liable for any deficiency  after any sale,  lease
or other  disposition  by FMA. The rights  afforded FMA  hereunder  shall not be
deemed to be  exclusive,  but shall be in  addition  to any  rights or  remedies
provided by law.

If, upon the  termination  of the related  Schedule as to any item of Equipment,
Lessee  fails or  refuses  to  return  and  deliver  possession  of such item of
Equipment to Lessor on the prescribed  date, in addition to all other rights and
remedies  available  to FMA,  Lessee  shall be  liable to FMA for  Monthly  Rent
applicable  to such item of  Equipment  until the last day of the month in which
such item is returned to FMA,  and any damages FMA may suffer by reason of being
unable to deliver such item of Equipment to another party.

13.  ASSIGNMENTS:  Neither  a Lease  nor  Lessee's  rights  thereunder  shall be
assignable  by  Lessee.  FMA shall  have the right to assign a Lease or any part
thereof.  If FMA assigns the rents reserved therein or all or any of FMA's other
rights  thereunder,  or  amounts  equal  thereto,  the  right of FMA's  assignee
("Assignee")  to  receive  the  rentals  as well  as any  other  right  assigned
thereunder  shall  not  be  subject  to any  defense,  setoff,  counterclaim  or
recoupment which may arise out of any breach of any obligation of FMA thereunder
or by reason of any other  indebtedness or liability at any time owing by FMA to
Lessee.  All  rentals  due  thereunder  shall be payable to  Assignee  by Lessee
whether  or not the  Lease  is  terminated  by  operation  of law or  otherwise,
including,   without   limitation,   termination   arising  out  of  bankruptcy,
reorganization or similar proceedings  involving FMA. On receipt of notification
of such assignment,  Lessee,  subject to its rights  thereunder,  shall hold the
Equipment for and on behalf of Assignee and will relinquish  possession  thereof
only to Assignee or pursuant to its written order. Lessee on receiving notice of
any such  assignment  shall  abide  thereby  and make  payment as may therein be
directed,  and agrees to acknowledge such assignment to Assignee.  Following any
such  assignment  the term "FMA" shall be deemed to include or refer to Assignee


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provided that such Assignee shall not be deemed to assume any obligation or duty
imposed  upon  FMA  under  the  Lease  and  Lessee  shall  look  only to FMA for
performance thereof.

14. LIABILITY: Lessee shall indemnify and save FMA harmless from, and defend FMA
against, any and all claims, actions,  proceedings,  injuries, deaths, expenses,
damages and liabilities,  including  attorneys' fees, arising in connection with
the  Equipment or any Lease,  including  without  limitation,  the  manufacture,
selection, purchase, delivery, possession, use, operation,  maintenance, leasing
and  return of the  Equipment  and acts of Lessee in  failing  to  maintain  the
Equipment in good repair.

15.  PERFORMANCE AND EXECUTION:  Lessee  represents and warrants to FMA that (i)
the execution and  performance of this Agreement and each Schedule has been duly
authorized  by  Lessee  and  that,  upon  execution  by  Lessee  and FMA of this
Agreement and each Schedule,  such Schedule will  constitute a valid  obligation
binding upon, and enforceable against, Lessee in accordance with its terms, (ii)
neither the execution of this Agreement or any Schedule nor the due  performance
thereof by Lessee will result in a breach of, or  constitute a default  under or
violation of Lessee's  certificate or articles of incorporation  and by-laws (or
other  organizational  documents) or any agreement to which Lessee is a party or
by which any interest of Lessee may be affected,  (iii) Lessee is duly organized
and in good standing under the laws of its  jurisdiction of organization  and is
and will  continue to be duly  qualified to do business and in good  standing in
any jurisdiction  where any item of Equipment is to be located,  (iv) the person
executing this Agreement on behalf of Lessee has been and each person  executing
a Schedule,  upon execution of such Schedule,  will be duly authorized to do so,
and (v) any and all financial  statements and other  information with respect to
Lessee  furnished by Lessee to FMA will be, when  furnished,  and will remain at
the time of execution of any Schedule,  true and correct  without any misleading
omissions,  excepting any changes which have been  disclosed in a written notice
to FMA.

16. ADDITIONAL DOCUMENTATION: Lessee shall deliver promptly to FMA the following
documentation as and when requested by FMA: (i) financial information, including
without  limitation a copy of Lessee's balance sheets and income  statements for
Lessee's  three prior fiscal years,  certified by independent  certified  public
accountants,  and such other current  financial  information with respect to the
financial  condition  and  operations  of  Lessee  as FMA from  time to time may
reasonably  request;  (ii) a  certificate  of the  resolutions  of the  board of
directors  of  Lessee  duly  authorizing  or  ratifying  this  Agreement  or any
Schedule;  (iii) a  certificate  of  incumbency  setting  forth  the  names  and
signatures of those persons authorized to execute this Agreement or any Schedule
on behalf of Lessee;  (iv) landlord and mortgagee  waivers in form and substance
satisfactory  to FMA or any  Assignee  (or secured  party)  with  respect to any
premises upon which any item of Equipment is located;  (v) an opinion of counsel
for Lessee as to the matters set forth in clauses (i) through (iv) of Section 15
hereof,  and as to such other matters as FMA  reasonably  may request;  and (vi)
such documentation  confirming the execution of any Lease necessary or desirable
to effect any  assignment,  perfect any  interest of FMA,  any secured  party or
Assignee,  or for such other  purposes  relating to any Lease or any  assignment
thereof as FMA reasonably may request.  If such a request for  documentation  is
made  prior  to  the  delivery  of  any  item  of  Equipment,  receipt  of  such
documentation shall be a condition precedent to FMA's obligation to deliver such
item.

17.  PERFORMANCE  BY FMA: In the event Lessee fails to comply with any provision
of a Lease, FMA shall have the right, but shall not be obligated, to effect such
compliance on behalf of Lessee upon five days prior written notice to Lessee. In
such event, all monies advanced or expended by FMA, and all expenses incurred by
FMA in effecting  such  compliance,  shall be deemed to be additional  rent, and
shall be paid by Lessee to FMA at the time of the next payment of Monthly Rent.

18. MISCELLANEOUS:  Any notice or other communication  relating to a Lease shall
be delivered or mailed, by first-class mail,  postage prepaid,  to FMA or Lessee
at its address above shown or at any later address last known to the sender. Any
notice or other  communication  mailed as aforesaid shall be deemed to have been
given three days after the date sent.

In the event that any Lease is terminated as to any item of Equipment, FMA shall
advise  Lessee in writing of those items of Equipment  which  remain  subject to
such Lease,  the Monthly Rent payable in respect of such items and the aggregate
insurance  value thereof.  Upon Lessee's  receipt of such written  advice,  such
Lease  shall,  without  further  action on the part of either  party,  be deemed
amended to the extent set forth in such advice.

If more than one  Lessee is named in a Lease,  the  liability  of each  shall be
joint and  several.  Lessee  will not affix  any item of  Equipment  to any real
property or any  improvements  thereon if, as a result  thereof,  such item will
become  a  fixture  under  applicable  law.  All  representations,   warranties,
indemnities and covenants  contained in this Agreement and in any Schedule shall
continue  in full force and effect and shall  survive  notwithstanding  the full
payment of all  amounts due  hereunder  and  thereunder  or the  termination  of
Lessee's right of possession  and/or the taking of possession by FMA of any item
of Equipment. Each Lease shall inure to the benefit of and shall be binding upon
Lessee and FMA and their  respective  successors  and  assigns.  If FMA supplies
Lessee with labels,  Lessee shall label any and all items of Equipment and shall
keep the same affixed in a prominent place.

If the provisions of any Schedule are  inconsistent  with the provisions of this
Agreement, then the provisions of such Schedule shall prevail.

Each  Lease  shall  be  deemed  to have  been  made in  Cook  County,  Illinois,
regardless of the order in which the  signatures of the parties shall be affixed
thereto, and shall be interpreted, and the rights and liabilities of the parties
hereto  determined,  in  accordance  with  the  internal  laws of the  State  of
Illinois. Lessee hereby consents and agrees to the exclusive jurisdiction of any
State or  Federal  court  within the State of  Illinois  for  resolution  of any
matters in connection with the  interpretation,  construction and enforcement of
any Lease.

This  Agreement and any Schedule may be executed in any number of  counterparts,
each of which shall be deemed an original,  but all such  counterparts  together
shall  constitute  but one and the same  instrument.  If FMA  grants a  security
interest in all or any part of a Schedule,  the Equipment covered thereby and/or
sums payable  thereunder,  only that counterpart of the Schedule marked "Secured
Party  Original"  shall  constitute  chattel  paper  and shall be  effective  to
transfer FMA's rights therein.

19.  SEVERABILITY:  If any provision of a Lease or any remedy  therein  provided
shall be invalid under any applicable  law, such provision shall be inapplicable
and  deemed  omitted,  but  the  remaining  provisions  thereof,  including  the
remaining  default  remedies,  shall be given  effect in  accordance  with their
manifest intent.

20. ENTIRE AGREEMENT: This Agreement and each Schedule into which this Agreement
is incorporated by reference  collectively shall constitute the entire agreement
between  the  parties  with  respect to a Lease.  No supplier or agent of FMA is
authorized to bind FMA or to waive or modify any term hereof or thereof. No term
or condition of this  Agreement or any Schedule may be waived or amended  except
in writing and executed by a duly authorized representative of each party.

Each party to this Agreement  hereby  warrants and represents that its signatory
whose  signature  appears below is duly  authorized  by all necessary  corporate
action to execute this Agreement as of the date first above written.


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<PAGE>

FORSYTHE/McARTHUR ASSOCIATES, INC.           WORLDPORT COMMUNICATIONS, INC.
                                             -----------------------------------
                                             (Lessee)

By:  /s/  Rick Forsythe                      By:  /s/  John W. Dalton
     ----------------------------                 ------------------------------
         Authorized Signatory                         Authorized Signatory

Name:  Rick Forsythe                         Name:  John W. Dalton
     ----------------------------                 ------------------------------
            Type or Print                                Type or Print

Title:  CEO                                  Title:  President / CEO
     ----------------------------                 ------------------------------

Each  Schedule can be accepted by FMA only if signed at FMA's office in Illinois
by an executive officer of FMA.
                                                                              

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