WorldPort, Dinton Trader
October 31, 1996
Page 1


WorldPort Communications, Inc.
100 California Street, Suite 1400
San Francisco, California 94111
Telephone (415) 393-0724
Facsimile (415) 393-0721

October 31, 1996

Mr. Robert Richman
Dinton Trader S.A.
c/o Dinton Trader U.K. Ltd.
4 William Street
London, United Kingdom Sw1X 9HL

Dear Mr. Richman:

When executed by both parties where  indicated  below,  this letter will form an
Agreement  commencing  October 31, 1996 between WorldPort  Communications,  Inc.
("WorldPort"),  a Delaware corporation, and Dinton Trader S.A. ("Dinton Trader")
whereby Dinton Trader will
provide certain financial advisory services to WorldPort.

A.       SERVICES TO BE PERFORMED FOR WORLDPORT:

         1.  Dinton  Trader  will  assist  WorldPort  in the  identification  of
         companies  that may be  potential  merger  or  acquisition  candidates.
         Dinton Trader as needed,  will contact such companies,  in structuring,
         negotiating,  and closing  merger or acquisition  transactions.  Dinton
         Trader  will,  as  needed,  participate  in  due  diligence  review  of
         potential acquisitions.

         2. Dinton Trader will assist WorldPort in developing and implementing a
         corporate  financial  strategy  including  market  research,  financial
         analysis and capitalization strategies.

         3.  Dinton  Trader  will  assist  WorldPort  in  identifying additional
         management personnel for WorldPort.

         4.  Dinton  Trader  will  review and  analyze  all  existing  WorldPort
         business plans and corporate literature and all new corporate materials
         to be created while this Agreement is in effect.

B.       COMPENSATION AND FEES PAYABLE

         1.  Advisory Fee:  WorldPort  will  agree  to  pay  to Dinton Trader an
         advisory fee of


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WorldPort, Dinton Trader
October 31, 1996
Page 2

         $360,000 for the services  described herein,  when and if such services
         are completed in a manner  satisfactory to WorldPort,  payable no later
         than June 30, 1997.

         2.  Reimbursement of Expenses: WorldPort will reimburse  Dinton  Trader
         for expenses related  to  its  performance  under  this Agreement, such
         expenses not to exceed $10,000.

C.       TERM OF AGREEMENT; SURVIVORSHIP

         1. The term of this  Agreement  shall  commence on October 31, 1996 and
         shall be in effect  until  the  sooner of (a) when  Dinton  Trader  has
         performed  the  services   described  herein  to  the  satisfaction  of
         WorldPort or (b) June 30, 1997.

D.       INDEMNIFICATION

         Dinton  Trader and  WorldPort  agree to  indemnify  each other  against
         claims  resulting  from actions or omissions  in  connection  with this
         engagement  or arising out of  misstatement  of  material  facts by the
         other party or its affiliates, as follows:

         In  consideration  of  this  agreement,   WorldPort  hereby  agrees  to
         indemnify  and hold  harmless  Dinton  Trader and its  affiliates,  the
         respective  directors,  officers,  principals,   partners,  agents  and
         employees of Dinton Trader and its affiliates  from any and all losses,
         claims,  damages or liabilities (or actions in respect thereof) related
         to or arising out of  WorldPort's  actions or omissions  in  connection
         with this  engagement or arising out of  misstatement of material facts
         by  WorldPort  or  its  representatives  relating  to  Dinton  Trader's
         engagement  hereunder.  WorldPort will also reimburse Dinton Trader for
         all expenses  (including  reasonable counsel fees) as they are incurred
         by Dinton  Trader in connection  with pending or threatened  litigation
         arising out of this agreement in which Dinton Trader is a party and for
         which WorldPort is obligated to indemnify Dinton Trader pursuant to the
         preceding sentence. WorldPort will not, however, be responsible for any
         claims,  liabilities,  losses, damages or expenses that result from bad
         faith,  gross negligence or willful  misconduct by Dinton Trader or any
         of its affiliates or approved assignees.

         Dinton Trader hereby  represents and warrants that during the course of
         its engagement it will not knowingly make any  misstatement of material
         fact or omit to state any material fact necessary to make any statement
         not  misleading,   to  induce  an  investor  to  purchase   WorldPort's
         securities,  nor will  Dinton  Trader  take any  action  deemed to be a
         general  solicitation  or  offer to the  public  of  securities  in any
         jurisdiction   and  Dinton   Trader  agrees  to  comply  with  relevant
         securities laws in any  jurisdiction in which securities are offered to
         potential investors in connection with the transaction

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WorldPort, Dinton Trader
October 31, 1996
Page 3

         contemplated  pursuant  to this  engagement  agreement.  Dinton  Trader
         hereby agrees to indemnify, defend, and hold harmless WorldPort and its
         directors,  officers,  agents and  employees  from any and all  losses,
         claims,  damage or liabilities (or actions in respect  thereof) related
         to or arising out of a breach by Dinton  Trader of the  representations
         and  warranties  made in the  preceding  sentence  or by any act of bad
         faith,  gross  negligence  or willful  misconduct on the part of Dinton
         Trader or its principals, directors, and employees.

         Dinton Trader and WorldPort,  and in particular the signatories hereto,
         affirm that they each have all requisite corporate authority to execute
         and deliver this  engagement  agreement  for the services  contemplated
         herein,  and the  execution and delivery of this  engagement  letter by
         Dinton Trader and  WorldPort  and the  engagement  for  performance  of
         services  contemplated  herein does not constitute a material breach or
         violate  the  provisions  of  any  agreement,  engagement,  law,  rule,
         regulation,  or court order to which Dinton  Trader or WorldPort or any
         of their respective assets, properties, or representatives are bound.

E.       GOVERNING LAW

         This  Agreement  shall  be  governed  by  the  laws  of  the  State  of
California.

F.       SIGNATURES

         By their authorized  signatures  below,  Dinton Trader and WorldPort do
         agree to be bound by the terms of this Agreement. This Agreement may be
         signed in counterparts, including fax signatures.

         ACCEPTED FOR WORLDPORT COMMUNICATIONS, INC.

                           \s\                    On this date: October 31, 1996
         Mr. Edward P.  Mooney

         Its: President

         ACCEPTED FOR DINTON TRADER S.A. BY:

                           \s\                    On this date: November 1, 1996
         Mr. Robert Richman

         Its:

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