OFFICE BUILDING LEASE    This is a legally binding  contract  prepared on behalf
                         of  the  Building  Owners  and Managers  Association of
                         Omaha,  Inc.,  which  assumes no responsibility for its
                         content.

      THIS  LEASE is  entered  into  this 1st day of July,  1997,  between  7300
Woolworth Partnership, Landlord, and Telenational Communications, Inc., Tenant.

      1. Landlord  leases to Tenant  Section A, B and C on the Main floor of the
building known as 7300 Woolworth Avenue (the "Building"), Omaha, Douglas County,
Nebraska,  as  shown  in  red  on  Exhibit  "A"  (the  "Premises"),   containing
approximately 10,790 square feet of area, on the following terms and conditions.

                                      TERM

      2. The Lease shall be for a term of four years,  beginning  on the 1st day
of July,  1997,  and  ending on the 30th day of June,  2001,  unless  terminated
earlier as provided in this Lease.

      If for any reason the Premises are  delivered to Tenant on any date before
or after the term  commencement  date, rental for the period between the date of
possession and the term commencement date shall be adjusted on a pro rata basis.
Such earlier or later taking of possession shall not change the termination date
of this  Lease.  This Lease shall not be void or voidable in the event of a late
delivery by Landlord,  nor shall  Landlord be liable to Tenant for any resulting
loss or damage.

                                 USE OF PREMISES

      3. The  Premises are leased to Tenant,  and are to be used by Tenant,  for
the purposes of  telecommunications  services and for no other  purpose.  Tenant
agrees to use the Premises in such a manner as to not interfere  with the rights
of other tenants in the Building,  to comply with all applicable  government all
laws, ordinances, and regulations in connection with its use of the Premises, to
keep the  Premises  in a clean and  sanitary  condition,  to use all  reasonable
precaution to prevent waste, damage, or injury to the Premises.

                                      RENT

      4. (a) Base Rent.  The total  Base Rent  under this Lease is FOUR  HUNDRED
THIRTY-ONE THOUSAND SIX HUNDRED DOLLARS ($431,600.00). Tenant agrees to pay rent
to Landlord at 7300 Woolworth  Avenue,  Omaha,  Nebraska,  or at any other place
Landlord may  designate in writing,  in lawful  money of the United  States,  in
monthly installments in advance, on the first day of each month, as follows:

      for the period from July 1, 1997 to June 30, 2001    $8,992.00 per month.

      (b) Rent Adjustment.  In addition to the Base Rent, Tenant shall pay a pro
rata share of all "Excess Operating  Expenses."  "Operating Expenses" shall mean
all costs of maintaining and operating the Building,  the related parking areas,
and grounds, including, but not limited to costs of labor, material and supplies
for  maintenance,  repair  and  operation  of the  Building,  parking  areas and
grounds,  all  landscaping,  and  other  services,  all  costs of  heating,  air

<PAGE>


conditioning,  water, sewer, gas,  electricity,  and other utilities serving the
Building and grounds, all insurance costs, and all taxes and special assessments
levied upon the Building,  related parking areas, grounds, fixtures and personal
property  used by Landlord  at the  Premises  and  management  costs,  including
building   superintendents.   Operating  Expenses  shall  not  include  property
additions  and  capital  improvements  to the  Property,  alterations  made  for
specific Tenants, depreciation,  debt service on long term debt, or income taxes
paid by Landlord. Excess Operating Expenses means all Operating Expenses greater
than $3.50 psf on annualized basis.

      "Base Year" shall mean the calendar year in which the Lease commences.

      "Tenant's pro rata share" shall mean the percentage determined by dividing
the square feet of the  Premises  as shown in  Paragraph 1 by the square feet of
rentable  areas of the  Building as defined by the  American  National  Standard
published by buildings Owners and Managers Association, which at the date hereof
is agreed to be 19,520 square feet.

      (c) Computation of Rent Adjustment. At the conclusion of each three months
of each Year,  Landlord's  accountants  shall  determine the amount,  if any, by
which  Landlord's  Operating  Expenses  are Excess  Operating  Expenses  for the
period.  Landlord  shall  notify  Tenant of the amount of any  Excess  Operating
Expenses and Tenant shall, within twenty (20) days after receipt of such notice,
pay such amount as additional rent, in one sum.

      (d) Payment of Rent.  Tenant  agrees to pay the Base Rent as and when due,
together  with all  adjustments  and all other  amounts  required  to be paid by
Tenant  under this Lease.  In the event of  nonpayment  of any amounts due under
this  Lease,  whether or not  designated  as rent,  Landlord  shall have all the
rights and remedies provided in this Lease or by law for failure to pay rent.

      (e) Late Charge.  If the Tenant fails to pay the Base Rent  together  with
the Tenant's share of the Operating  Expenses and all other amounts  required to
be paid by  Tenant  under  this  Lease,  on or before  the third day after  such
payments  are due,  Tenant  agrees to pay  landlord a late  charge of 5% of such
amount past due until all past due sums are paid in full.

      (f) Security Deposit.  As partial  consideration for the execution of this
Lease,  the  Tenant  has  delivered  to  Landlord  the sum of None as a Security
Deposit.  The Security  Deposit will be returned to Tenant at the  expiration of
this Lease if Tenant has fully  complied with all  covenants  and  conditions of
this Lease.

                                    SERVICES

      5. Landlord shall deliver  electricity,  water, sewer, gas, perform common
area  maintenance,  and other  repair  and  maintenance,  as  described,  to the
Premises during normal  business hours,  and at such other times as Landlord may
deem necessary or desirable,  in the manner customary to the Building.  Landlord
shall have the right to discontinue any service during any period for which rent
is not promptly paid by Tenant.  Landlord  shall not be liable for damages,  nor


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<PAGE>

shall the rental be abated, for failure to furnish, or delay in furnishing,  any
service when failure to furnish, or delay in furnishing,  is occasioned in whole
or in part by needful repairs,  renewals,  or improvements,  or by any strike or
labor  controversy,  or by  any  accident  or  casualty  whatsoever,  or by  any
unauthorized act  or default of any employee of Landlord, or for any other cause
or causes beyond the control of Landlord. Electricity furnished under this Lease
is for the normal  operation of a business  office only,  and Landlord  shall be
entitled to make additional charges for excess electricity requirements, such as
computers and other special business machines. Refer to paragraph 24 below as to
certain separately metered electrical services of Tenant.

                             ASSIGNMENT OR SUBLEASE

      6.  Tenant  shall not assign this Lease or sublet the whole or any part of
the Premises,  transfer  this Lease by operation of law or otherwise,  or permit
any other person  except  agents and employees of Tenant to occupy the Premises,
or any part thereof, without the prior written consent of Landlord. Landlord may
consider the following in determining  whether to withhold consent (a) financial
responsibility of the new tenant, (b) identity and business character of the new
tenant, (c) nature and legality of the proposed use of the Premises.

      Landlord  shall have the right to assign its interest  under this Lease or
the rent reserved hereunder.

                              TENANT'S IMPROVEMENTS

      7. Tenant shall have the right to place  partitions  and fixtures and make
improvements  or other  alterations  in the  interior of the Premises at its own
expense.  Prior to  commencing  any such work,  Tenant  shall  first  obtain the
written consent of Landlord for the proposed work.  Landlord may, as a condition
to its consent, require that the work be done by Landlord's own employees and/or
under Landlord's supervision, but at the expense of Tenant, and that Tenant give
sufficient  security that the Premises will be completed free and clear of liens
and in a manner  satisfactory  to Landlord.  Upon  termination of this Lease, at
Landlord's  option,  Tenant will  repair and restore the  Premises to its former
condition,  at  Tenant's  expense,  or any such  improvements  ,  additions,  or
alterations installed or made by Tenant,  except Tenant's trade fixtures,  shall
become part of the Premises and the property of the Landlord.  Tenant may remove
its trade fixtures at the  termination of this Lease provided Tenant is not then
in default and provided  further that Tenant  repairs any damage  caused by such
removal.

                                     REPAIRS

      8. Landlord  agrees to make all necessary  repairs to the exterior  walls,
exterior doors,  windows, and corridors of the Building and to keep the Building
in a clean,  neat, and  attractive  condition.  Landlord  agrees to maintain the
Building equipment and mechanical systems in good repair, but Landlord shall not
be liable or responsible to Tenant for breakdowns or temporary  interruptions in
service.

      Tenant  agrees  that it will  make all  repairs  and  replacements  to the
Premises  not  required  to  be  made  by  Landlord,  to  do  all  redecorating,
remodeling, alteration, and painting required by it during the term of the Lease
at its own cost and  expense,  to pay for any  repairs  to the  Premises  or the

                                       3
<PAGE>

Building made  necessary by any negligence or  carelessness  of Tenant or any of
its agents or employees or persons  permitted in the Building by Tenant,  and to
maintain the Premises in a safe,  clean,  neat and  sanitary  condition.  Tenant
shall be entitled  to no  compensation  for  inconvenience,  injury,  or loss of
business  arising from the making of any repairs by Landlord,  Tenant,  or other
tenants to the Premises or the  Building.  In the event  plumbing is or has been
installed in the Premises,  Tenant is responsible for the repair and maintenance
of the  plumbing  system  to the  point  where  Tenant's  system  connects  with
Landlord's system. At the sole discretion of Landlord, Tenant may be required to
install a meter to measure such water consumption.

                              CONDITION OF PREMISES

      9.  Except  as  provided   herein,   Tenant   agrees  that  no   promises,
representations,  statements, or warranties have been made on behalf of Landlord
to Tenant  respecting the condition of the Premises,  or the manner of operating
the Building, or the making of any repairs to the Premises. By taking possession
of the  Premises,  Tenant  acknowledges  that  the  Premises  were in  good  and
satisfactory   condition  when  possession  was  taken.  Tenant  shall,  at  the
termination of this Lease, by lapse of time or otherwise, remove all of Tenant's
property and  surrender  the  Premises to Landlord in as good  condition as when
Tenant took possession, normal wear excepted.

                       PERSONAL PROPERTY AT RISK OF TENANT

      10. All personal  property in the Premises  shall be at the risk of Tenant
only.  Landlord  shall not be liable for any damage to any property of Tenant or
its agents or employees in the Premises  caused by steam,  electricity,  sewage,
gas or odors,  or from water,  rain, or snow which may leak into,  issue or flow
into the Premises from any part of the Building, or from any other place, or for
any damage done to Tenant's  property in moving same to or from the  Building or
the Premises.  Tenant shall give Landlord,  or its agents, prompt written notice
of any damage to or defects in water pipes, gas or warming or cooling  apparatus
in the Premises.

                           LANDLORD'S RESERVED RIGHTS

      11.  Without notice to Tenant,  without  liability to Tenant for damage or
injury to property,  person,  or business,  and without effecting an eviction of
Tenant or a  disturbance  of Tenant's  use or  possession  or giving rise to any
claim for setoff or abatement of rent, Landlord shall have the right to:

      (a)   Change the name or street address of the Building.

      (b)   Install and maintain signs on the exterior of the Building.

      (c)   Have access to all mail chutes according  to the rules of the United
States Post Office Department.

      (d)   At reasonable times,  to decorate,  and to make, at its own expense,
repairs, alterations, additions and improvements, structural or otherwise, in or
to the Premises, the Building, or part thereof, and any adjacent building, land,
street,  or alley,  and during  such  operations  to take into and  through  the

                                       4
<PAGE>

Premises or any part of the Building all materials required,  and to temporarily
close or suspend operation of entrances,  doors, corridors,  elevators, or other
facilities to do so.

      (e)   Possess passkeys to the Premises.

      (f)   Show the Premises to prospective tenants at reasonable times.

      (g)   Take any and all reasonable  measures, including  inspections or the
making of repairs,  alterations,  and additions and improvements to the Premises
or to the Building,  which Landlord deems necessary or desirable for the safety,
protection, operation, or preservation of the Premises or the Building.

      (h)   Approve all sources  furnishing signs, painting, and/or lettering to
the  Premises,  and  approve  all  signs on the Premises  prior to  installation
thereof.

                                    INSURANCE

      12.  Tenants  shall not use or occupy the  Premises or any part thereof in
any manner which could  invalidate  any  policies of insurance  now or hereafter
placed on the  Building  or  increase  the risks  covered  by  insurance  on the
Building or necessitate  additional insurance premiums or policies of insurance,
even if such use may be in furtherance  of Tenant's  business  purposes.  In the
event any policies of insurance are  invalidated by acts or omissions of Tenant,
Landlord shall have the right to terminate this Lease or, at Landlord's  option,
to charge  Tenant for extra  insurance  premiums  required  on the  Building  on
account of the  increased  risk  caused by  Tenant's  use and  occupancy  of the
Premises.  Each party hereby  waives all claims for recovery  from the other for
any loss or damage to any of its property  insured  under valid and  collectible
insurance  policies  to  the  extent  of any  recovery  collectible  under  such
policies.  Provided,  that this waiver  shall apply only when  permitted  by the
applicable policy of insurance.

                                    INDEMNITY

      13. Tenant shall  indemnify,  hold harmless,  and defend Landlord from and
against,  and Landlord  shall not be liable to Tenant on account of, any and all
costs, expenses, liabilities, losses, damages, suits, actions, fines, penalties,
demands, or claims of any kind, including  reasonable  attorney's fees, asserted
by or on behalf of any person,  entity or governmental  authority arising out of
or in any way  connected  with  either (a) a failure by Tenant to perform any of
the  agreements,  terms, or conditions of this Lease required to be performed by
Tenant; (b) a failure by Tenant to comply with any laws,  statutes,  ordinances,
regulations,  or  orders of any  governmental  authority;  or (c) any  accident,
death,  or personal  injury,  or damage to, or loss or theft of  property  which
shall occur on or about the Premises, or the Building, except as the same may be
the result of the negligence of Landlord, its employees, or agents.

                                       5
<PAGE>

                               LIABILITY INSURANCE

      14. Tenant agrees to procure and maintain  continuously  during the entire
term of this Lease,  a policy or policies of insurance in a company or companies
acceptable to Landlord, at Tenant's own cost and expense,  insuring Landlord and
Tenant from all claims,  demands, or actions; such comprehensive insurance shall
protect and name th Tenant as the Insured and shall provide coverage of at least
$1,000,000 for injuries to any one person, $1,000,000 for injuries to persons in
any one accident and $2,000,000 for damage to property,  made by or on behalf of
any  person  or  persons,  firm or  corporation  arising  from,  related  to, or
connected  with the conduct and operation of Tenant's  business in the Premises,
or arising out of and  connected  with the use and  occupancy of  sidewalks  and
other Common Areas by the Tenant. All such insurance shall provide that Landlord
shall be given a minimum of ten (10) days notice by the insurance  company prior
to cancellation,  termination or change of such insurance.  Tenant shall provide
Landlord  with  copies of the  policies  or  certificates  evidencing  that such
insurance  is in full  force and  effect  and  stating  the term and  provisions
thereof.  If  Tenant  fails to  comply  with such  requirements  for  insurance,
Landlord may, but shall not be obligated to, obtain such  insurance and keep the
same in effect, and Tenant agrees to pay Landlord, upon demand, the premium cost
thereof.

                        DAMAGE BY FIRE OR OTHER CASUALTY

      15. If, during the term of this Lease, the Premises shall be so damaged by
fire or any other cause except  Tenant's  negligent or intentional  act so as to
render the  Premises  untenantable,  the rent shall be abated while the Premises
remain  untenantable;  and in the event of such  damage,  Landlord  shall  elect
whether to repair the Premises or to cancel this Lease and shall  notify  Tenant
in writing of its  election  within  sixty (60) days after such  damage.  In the
event  Landlord  elects to repair the  Premises,  the work or repair shall begin
promptly  and  shall be  carried  on  without  unnecessary  delay.  In the event
Landlord elects not to repair the Premises,  the Lease shall be deemed cancelled
as of the date of the damage. Such damage shall not extend the Lease term.

                                  CONDEMNATION

      16.  If the  whole or any part of the  Premises  shall be taken by  public
authority under the power of eminent  domain,  then the term of this Lease shall
cease on that portion of the Premises so taken, from the date of possession, and
the rent shall be paid to that date, with a proportionate  refund by Landlord to
Tenant of such rent as may have been paid by Tenant in  advance.  If the portion
of the Premises taken is such that it prevents the practical use of the Premises
for Tenant's purposes,  then Tenant shall have the right either (a) to terminate
this Lease by giving  written  notice of such  termination to Landlord not later
than thirty (30) days after the taking;  or (b) to continue in possession of the
remainder of the  Premises,  except that the rent shall be reduced in proportion
to the area of the Premises taken. In the event of any taking or condemnation of
the Premises,  in whole or in part, the entire  resulting award of damages shall
be the  exclusive  property  of  Landlord,  including  all  damages  awarded  as
compensation for diminution in value to the leasehold, without any deduction for
the  value of any  unexpired  term of this  Lease,  or for any  other  estate or
interest in the Premises now or hereafter vested in Tenant.

                                       6
<PAGE>

                                DEFAULT OR BREACH

      17. Each of the following events shall constitute a default or a breach of
this Lease by Tenant:

      (a)   If tenant fails to pay landlord any rent or additional rent when due
hereunder;

      (b)   If Tenant vacates or abandons the Premises;

      (c)   If Tenant  files  a  petition in  bankruptcy  or  insolvency  or for
reorganization  under any bankruptcy act, or voluntarily  takes advantage of any
such act by answer or  otherwise,  or makes an  assignment  for the  benefit  of
creditors;

      (d)   If  involuntary proceedings under any  bankruptcy or insolvency  act
shall be  instituted  against  Tenant,  or if a  receiver  or  trustee  shall be
appointed  of all or  substantially  all of the  property  of  Tenant,  and such
proceedings  shall not be dismissed or the  receivership or trusteeship  vacated
within thirty (30) days after the institution or appointment; or

      (e)  If Tenant fails to perform or comply with any other term or condition
of this Lease and if such nonperformance shall continue for a period of ten (10)
days after notice thereof by Landlord to Tenant, time being of the essence.

                                EFFECT OF DEFAULT

      18. In the event of any  default or breach  hereunder,  in addition to any
other  right or  remedy  available  to  landlord,  either  at law or in  equity,
Landlord may exert any one or more of the following rights:

      (a) Landlord may re-enter the Premises immediately and remove the property
and personnel of Tenant,  and shall have the right,  but not the obligation,  to
store such property in a public warehouse or at a place selected by Landlord, at
the risk and expense of Tenant.

      (b)  Landlord  may retake the  Premises  and may  terminate  this Lease by
giving written notice of termination to Tenant. Without such notice,  Landlord's
retaking will not terminate the Lease. On termination, Landlord may recover from
Tenant all damages proximately resulting from the breach,  including the cost of
recovering the Premises and the difference  between the rent due for the balance
of the  Lease  term,  as  though  the  Lease  had not been  terminated,  and the
reasonable  rental value of the  Premises,  which sum shall be  immediately  due
Landlord from Tenant.

      (c)  Landlord  may relet the  Premises  or any part  thereof  for any term
without terminating this Lease, at such rent and on such terms as it may choose.
Landlord  may make  alterations  and  repairs to the  Premises.  In  addition to
Tenant's liability to Landlord for breach of this lease,  Tenant shall be liable
for all expenses of the reletting for any  alterations and repairs made, and for
the rent due for the balance of the Lease term,  which sums shall be immediately
due  Landlord  from Tenant.  The amount due Landlord  will be reduced by the net
rent received by Landlord during the remaining term of this Lease from reletting

                                       7
<PAGE>

the Premises or any part  thereof.  If during the  remaining  term of this Lease
Landlord  receives more than the amount due Landlord  under this  sub-paragraph,
the Landlord shall pay such excess to Tenant,  but only to the extent Tenant has
actually made payment pursuant to this sub-paragraph.

                                SURRENDER -- HOLDING OVER

      19. Tenant shall, upon termination of this Lease, whether by lapse of time
or  otherwise,  peaceably and promptly  surrender  the Premises to landlord.  If
Tenant  remains in possession  after the  termination  of this Lease,  without a
written lease duly executed by the parties, Tenant shall be deemed a trespasser.
If Tenant pays and Landlord accepts, rent for a period after termination of this
Lease, Tenant shall be deemed to be occupying the Premises only as a tenant from
month to month,  subject to all the terms,  conditions,  and  agreements of this
Lease, except that the rent shall be two times the monthly rent specified in the
lease immediately before termination.

                          SUBORDINATION AND ATTORNMENT

      20.  Landlord  reserves the right to place liens and  encumbrances  on the
Premises superior in lien and effect to this Lease. This Lease and all rights of
Tenant hereunder shall at the option of Landlord,  be subject and subordinate to
any liens  and  encumbrances  now or  hereafter  imposed  by  Landlord  upon the
Premises or the  Building  or any part  thereof,  and Tenant  agrees to execute,
acknowledge,  and deliver to Landlord, upon request any and all instruments that
may be necessary or proper to  subordinate  this Lease and all rights  herein to
any such lien or encumbrance as may be required by Landlord.

      In the  event any  proceedings  are  brought  for the  foreclosure  of any
mortgage on the Premises, Tenant will attorn to the purchaser at the foreclosure
sale and  recognize  such  purchaser  as the  Landlord  under  this  Lease.  The
purchase,  by virtue of such  foreclosure,  shall be deemed to have  assumed  as
substitute Landlord,  the terms and conditions of this Lease until the resale or
other disposition of its interest. Such assumption, however, shall not be deemed
an  acknowledgment  by the purchaser of the validity of any then existing claims
of Tenant against the prior Landlord.

      Tenant  agrees to execute and deliver  such further  assurances  and other
documents,  including a new lease upon the same terms and  conditions  contained
herein,  confirming  the foregoing,  as such  purchaser may reasonably  request.
Tenant waives any right or election to terminate  this Lease because of any such
foreclosure proceedings.

                                     NOTICES

      21. Any notice of demands to be given  hereunder shall be given in writing
and sent by registered or certified mail to Landlord at: 7300 Woolworth  Avenue,
Omaha,  Nebraska 68124, and to Tenant at 9601 Katy Freeway,  Suite 200, Houston,
Texas  77024 and  WorldPort  Communications,  Inc.  or at such other  address as
either party may from time to time designate in writing.  Each such notice shall
be deemed to have been  given at the time it shall be  personally  delivered  to
such  address or deposited  in the United  States mail in the manner  prescribed
herein.

                                       8
<PAGE>

                               RIGHT TO TERMINATE

      22.  Landlord  shall have the right to terminate  this Lease at the end of
any  calendar  month by giving  the  Tenant  written  notice at least six months
before the date of the termination of Landlord's intention to remodel, remove or
demolish  the  Building,  or to  sell,  or  make a  ground  lease  of  the  land
thereunder.

                                  MISCELLANEOUS

      23. (a)  Binding on Assigns.  All  terms, conditions,  and  agreements  of
this Lease shall be binding upon, apply, and inure to the benefit of the parties
hereto and their respective heirs, representatives, successors, and assigns.

      (b) Amendment in Writing. This Lease contains the entire agreement between
the parties and may be amended only by subsequent written agreement.

      (c)  Waiver  - None.  The  failure  of  Landlord  to  insist  upon  strict
performance  of any of the terms,  conditions and agreements of this Lease shall
not be deemed a waiver of any of its rights or remedies  hereunder and shall not
be deemed a waiver of any  subsequent  breach or default  of any of such  terms,
conditions,  and agreements. The doing of anything by Landlord which Landlord is
not obligated to do hereunder shall not impose any future obligation on Landlord
nor otherwise amend any provision of this Lease.

      (d) No Surrender. No surrender of the Premises by Tenant shall be effected
by  Landlord's  acceptance  of the  keys  to the  Premises  or of the  rent  due
hereunder,  or  by  any  other  means  whatsoever,  without  Landlord's  written
acknowledgment that such acceptance constitutes a surrender.

      (e) Captions. The captions of the various paragraphs in this Lease are for
convenience only and do not define, limit, describe, or construe the contents of
such paragraphs.

      (f) Brokers. Tenant hereby warrants that no real estate broker has or will
represent it in this transaction and that no finder's fees have been earned by a
third party.

      (g) Applicable  Law.  This Lease shall be  governed  by and  construed  in
accordance with the laws of the State of Nebraska.

                                OTHER PROVISIONS

      24. All of Tenant's  computers  and  switching  equipment in the Switching
Room will be served by dedicated electrical lines,  installed by and metered and
billed to the Tenant.

      Until this Lease is executed on behalf of all parties hereto,  it shall be
construed as an offer to lease of Tenant to Landlord.

                                       9
<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have executed this Lease the day
and year first above written.
                                          7300 Woolworth Partnership, Landlord


________________________________          By  Edmund H. Blankenau
            Witness                             Partner
________________________________          By  /s/Edmund Blankenau
            Witness                          ---------------------
                                          Telenational Communications, Inc.

_______________________________           By  John E. Dalton
            Witness                             President

_______________________________           By /s/John Dalton
            Witness                          ---------------------


                                    GUARANTEE

      The  undersigned  hereby  unconditionally  guarantee unto the Landlord the
payment of the rent and the  performance of all of the covenants under the Lease
by the Tenant and hereby waive notice of any default  under said Lease and agree
that this  liability  shall not be released or affected by an  extension of time
for payment or by any forbearance by the Landlord.

      Dated this 1st day of July, 1997

By:   WorldPort Communications, Inc.

By:   John E. Dalton
      President
      9601 Katy Avenue, Suite 200
      Houston, TX 77024

                              RULES AND REGULATIONS

      A. The entrances,  corridors,  passages,  stairways and elevators shall be
under the exclusive  control of the Landlord and shall not be obstructed or used
by the  Tenant for any other  purpose  than  ingress  and egress to and from the
Premises, and the Landlord shall have the right to control ingress and egress to
and from the Building at all times.

      B. Safes, furniture, boxes or other bulky articles shall be carried by the
freight elevator,  or by the stairways or through the windows of the Building in
such a manner and at such hours as may be  directed by the  Landlord.  Safes and

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other heavy articles shall be placed by the Tenant in such places only as may be
first specified in writing by the Landlord.

      C. The  Tenant  shall  not  place  nor  permit  to be  placed  any  signs,
advertisements  or  notices in or upon any part of the  Building,  and shall not
place  merchandise or showcases in front of the Building  without the Landlord's
written consent.

      D. The Tenant shall not put up nor operate any engine,  boiler, dynamo, or
machinery of any kind, nor carry on any mechanical business in said Premises nor
place any explosive  therein,  nor use any kerosene or oils or burning fluids in
the Premises without first obtaining the written consent of the Landlord.

      E. If the  Tenant  desires  telegraphic  or  telephonic  connections,  the
Landlord  will direct the  electricians  as to where and how the wires are to be
introduced  and without such written  directions  no boring or cutting for wires
will be permitted.

      F. No person or persons shall be employed by the Tenant for the purpose of
cleaning or of taking care of the  Premises  without the written  consent of the
Landlord. Any person or persons so employed by the Tenant must be subject to and
under the control and direction of the Landlord.

      G. The Landlord shall have the right to exclude or eject from the Building
animals of every kind, bicycles or any other wheeled vehicle, and all canvassers
and  other  persons  who  conduct  themselves  in such a manner as to be, in the
judgment of the  Landlord,  an  annoyance  to the tenants and a detriment to the
Building.

      H. No  additional  locks  shall be placed  upon any doors of the  Premises
without first  obtaining the written consent of the Landlord and the Tenant will
not permit any duplicate keys to be made. If more than two keys for any door are
desired, the additional number shall be paid for by the Tenant. Upon termination
of this lease the Tenant shall  surrender  all keys of said  Premises and of the
Building  and shall give to the  Landlord  the  combination  of all locks on any
vaults and sales.

      I. The  Tenant  shall  not  allow  any  curtains,  filing  cases nor other
articles to be placed  against or near the glass in the  partitions  between the
Premises and the corridors of the Building,  without first obtaining the written
consent of the Landlord.

      J. The  Landlord  shall  have the  right to make such  other  and  further
reasonable  rules and regulations as, in the judgment of the Landlord,  may from
time to  time be  needed  for the  safety,  care  and  cleanliness  and  general
appearance of the Premises and for the preservation of good order therein.

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