AMENDED AND RESTATED EMPLOYMENT AGREEMENT


                  AGREEMENT,  amended  and  restated as of  February  15,  1997,
between TresCom  International,  Inc., a Florida corporation  ("Employer"),  and
Wesley T. O'Brien (the "Executive").

                                    RECITALS

                  WHEREAS,  the Employer and the Executive  have entered into an
Employment Agreement,  dated as of October 1, 1995, and the parties are desirous
of amending and restating such agreement as set forth below;

                  ACCORDINGLY,  in  consideration  of the mutual  covenants  and
agreements contained in this Agreement, the parties agree as follows:

                  l. EMPLOYMENT AND DUTIES.  Employer  hereby employs  Executive
and Executive hereby accepts employment as President and Chief Executive Officer
of Employer and, if Employer so elects,  as an executive  officer or director of
any of the direct or indirect  subsidiaries  of Employer  (the  "Subsidiaries").
Executive agrees to serve without additional remuneration in such capacities for
the Subsidiaries of Employer,  with responsibilities and authority  commensurate
with the nature of Executive's responsibility and authority with Employer as the
Board of Directors of Employer (the "Board of Directors")  may from time to time
request,  subject to appropriate  authorization by the Subsidiaries involved and
any limitations  under  applicable law.  Executive shall perform such duties and
have such  powers  and  authority  as the Board of  Directors  shall  determine,
commensurate with Executive's position as an executive officer of Employer.  The
Executive's  failure to  discharge  an order or perform a function  because  the
Executive  reasonably  and in good faith  believes  such would  violate a law or
regulation  or be  dishonest  shall  not  be  deemed  a  breach  by  him  of his
obligations or duties hereunder.

                  2.    SERVICES AND EXCLUSIVITY OF SERVICES.

                        2.1.    So long as this Agreement shall continue in
effect, Executive shall devote his full business time and energy to the
business,  affairs and interests of Employer and its Subsidiaries  and  matters
related  thereto and shall faithfully and diligently endeavor to promote such
business, affairs and interests.

                        2.2.   Executive may serve as a director or in any other
capacity of any business enterprise,  including an enterprise  whose  activities
may involve or relate to the business of the Employer and its Subsidiaries,
provided that such service  is  expressly  approved  by the  Board of  Directors
of the  Employer.  Executive may make and manage personal business


<PAGE>


investments of his choice  (provided such investments are in businesses which do
not compete with Employer and its Subsidiaries or such  investments  satisfy the
standards set forth in the proviso to Section 6.1.1. and, in either case, do not
require any services on the part of Executive in the affairs of the companies in
which such  investments  are made) and may serve in any capacity with any civic,
educational  or charitable  organization,  or any  governmental  entity or trade
association,  without seeking or obtaining approval by the Board of Directors of
Employer,  provided such  activities and service do not materially  interfere or
conflict with the performance of his duties hereunder.

                  3.    COMPENSATION, EXPENSES AND OTHER BENEFITS.

                        3.1.    BASE SALARY.  During the Term (as defined in
Section 4.1), the Executive shall receive a base salary at an annual rate of
$231,000.00 per annum (the  "Base  Salary").  The Base  Salary shall be paid in
substantially  equal installments  consistent with the Employer's normal payroll
schedule, but in no event less frequently than  bi-weekly, subject to applicable
withholding and other taxes. The Executive's Base Salary shall be reviewed at
least annually and may be increased but may not be decreased.

                        3.2.    BONUS.  In addition to the Base Salary, the
Executive shall also be eligible  to receive  an annual  bonus  (the  "Bonus")
equal to 40% of the Base Salary. The amount of the Bonus shall be determined by
the Board of Directors of Employer  and  shall be based on the  financial  and
operating  performance  of Employer. The Board of Directors may, in its sole and
absolute discretion, award additional bonuses to Executive on any other basis as
it deems appropriate from time to time.

                        3.3.    STOCK OPTIONS.   Executive shall be entitled to
receive grants of stock  options, which  options will be subject to the terms
and  conditions of Employer's Second Amended and Restated 1994 Stock Option Plan
(the "Stock Option Plan") and any related stock option agreement (the "Stock
Option Agreement"), in amounts determined by the Board of Directors (or a
committee  thereof) in its sole and absolute discretion.

                        3.4.    EXPENSES.  Employer shall promptly reimburse
Executive for all reasonable  expenses  incurred by him in connection  with the
performance of his services under this Agreement upon presentation of
appropriate documentation in accordance  with  Employer's  and its Subsidiaries'
customary procedures and policies applicable to its and their senior executives.

                        3.5.    LIFE INSURANCE.  Employer shall obtain a life
insurance policy on the life of Executive in the face amount equal to 200% of
the  Executive's then current Base  Salary  naming Executive or his designee  as
the  beneficiary.  Employer shall obtain a disability policy covering the
Executive in the event he becomes disabled,  in a monthly amount equal to 60% of
Executive's  then-current monthly Base Salary.


<PAGE>


                        3.6.    OTHER BENEFITS.  Executive shall be eligible to
participate in any accident, health, medical,  disability,  pension, savings and
any other employee benefit plans (other than any stock option or similar  plans)
that may from time to time be provided by the Employer to its executive
personnel.

                        3.7.    VACATION.  Executive shall be entitled to
reasonable vacations during each year of the Term (as  defined  in  Section  4.1
hereof),  the  timing  and duration thereof to be determined by mutual agreement
between Executive and the Employer.

                  4.    TERM AND TERMINATION.

                        4.1.    TERM.  The term of Employee's employment
hereunder shall be for a  period  of  twenty  eight  (28)  months  (the  "Term")
from the date of this Agreement (the "Effective  Date"), unless earlier
terminated as hereinafter set forth.

                        4.2.    TERMINATION.

                               4.2.1.     Employer may, at its election, subject
to the provisions of Section 4.3 hereof, terminate Executive's employment
hereunder as follows:

                  (i)   for "Cause" upon notice of such termination to
                        Executive;

                  (ii)  for "Non-Performance" upon 30 days' notice to Executive
                        of such termination;

                  (iii) upon the death of Executive; or

                  (iv)  upon 10 days' notice to Executive if Executive becomes
                        "Disabled".

                               4.2.2.     As used in this Agreement, the
following terms shall have the meanings ascribed to them below:

                  (i)  "Cause"  shall mean (A) a  determination  by the Board of
                  Directors that Executive has ceased  materially to perform his
                  duties hereunder (other than as a result of his incapacity due
                  to  physical  or mental  illness  or  injury),  which  failure
                  amounts to an intentional  and extended  neglect of his duties
                  hereunder,  (B) Executive's having been convicted of a felony,
                  (C)  fraud,  embezzlement  or  misappropriation  of  funds  of
                  Employer by Executive, or (D) a willful and material breach by
                  Executive of his  obligations  hereunder,  which breach is not
                  cured  within ten (10) days  after  notice of same is given to
                  Executive by Employer.

                  (ii)  "Non-Performance" shall mean (A) a determination by the
                  Board of Directors that the Performance Standards (defined
                  below) have not been met or


<PAGE>

                  (B)  the  commencement  by  Employer  or any  of its  material
                  Subsidiaries  of a  voluntary  case or  proceeding  under  any
                  bankruptcy  or similar  laws or the  filing of an  involuntary
                  petition against Employer or any of its material  Subsidiaries
                  under any such laws which is not dismissed or stayed within 90
                  days of filing.  The  "Performance  Standards" shall be deemed
                  not to  have  been  met if  either  (x) the  consolidated  net
                  revenues  of  Employer,   as  determined  in  accordance  with
                  generally accepted accounting principles  consistently applied
                  ("GAAP") and using Employer's customary accounting  practices,
                  or (y) EBDIAT  (defined  below),  in each case, for any period
                  consisting of four consecutive fiscal quarters  commencing not
                  earlier  than  the  first  anniversary  of the  date  of  this
                  Agreement,  is less than 80% of the  amount  projected  as the
                  consolidated  net  revenues or EBDIAT,  as the case may be, of
                  Employer for such period, on a cumulative basis,  based on the
                  annual  operating  plan for Employer  approved by the Board of
                  Directors (the "Annual  Operating  Plan") or Annual  Operating
                  Plans with respect to the applicable period.

                  (iii) "EBDIAT" shall mean, for the relevant accounting period,
                  an amount equal to the sum of (I)  consolidated net income (or
                  loss) of Employer  for such period  determined  in  accordance
                  with  GAAP,  and  using  the  Company's  customary  accounting
                  practices,    excluding   any   extraordinary,    unusual   or
                  non-recurring  gains  (or  losses),   plus  (II)  all  amounts
                  deducted in computing  such net income (or loss) in respect of
                  interest,  depreciation,  amortization and taxes based upon or
                  measured by income.

                  (iv)  "Disabled"  or  "Disability"  shall mean the physical or
                  mental  incapacity of, or injury to, Executive such that he is
                  unable to perform the services  required of him  hereunder and
                  such inability to perform  continues for a period in excess of
                  six months and is continuing at the time notice is given.

                  (v) "Termination  Without Cause" shall mean any termination of
                  employment  of Executive (A) by the Employer for reasons other
                  than (a) as set forth in Section 4.2.1(i) through (iv) and (b)
                  by the  Executive  for Good  Reason,  or (B) by the  Executive
                  following  the willful and material  breach by Employer of its
                  obligations under Section 1 of this Agreement, which breach is
                  not cured within 30 days of notice of such breach to the Board
                  of Directors.

                  (vi)  "Good  Reason"  shall  mean  the   occurrence,   without
                  Executive's  express written consent,  of any of the following
                  circumstances  following  a  Change  in  Control  unless  such
                  circumstances  are  fully  corrected  prior  to  the  date  of
                  termination  specified  in the  termination  notice  given  in
                  respect thereof (A) the failure of Executive to be retained as
                  an employee in a senior executive position; (B) a reduction by
                  the Employer in Executive's salary payable pursuant to Section
                  3.1 hereof;  or (C) a relocation  of  Executive's  office to a
                  location more than fifty (50) miles from the current executive
                  office of the Employer and (i) a failure to

<PAGE>


                  make  Executive  whole for all  losses  and  costs  reasonably
                  incurred in connection with the relocation including,  but not
                  limited to, moving expenses,  forfeited bonds, fees or escrows
                  to clubs or other  organizations  and losses  from the sale of
                  Executive's   personal  residence  and  (ii)  the  failure  of
                  Employee  to  obtain  an  agreement  in  form  and   substance
                  reasonably  satisfactory  to Executive  from any  successor to
                  provide  employment  to  Executive in the capacity of a senior
                  executive, at his then current Base Salary, for a period of at
                  least two years from the date of the Change in Control.

                  (vii) "Change in Control" shall be deemed to have occurred if:
                  (A) any "person",  as such term is used in Sections  13(d) and
                  14(d)(2) of the  Securities  Exchange Act of 1934,  as amended
                  (the "Exchange Act") (other than the Employer,  any trustee or
                  other fiduciary holding  securities under any employee benefit
                  plan  of  the  Employer  or any  company  owned,  directly  or
                  indirectly,   by  the   shareholders   of  the   Employer   in
                  substantially  the same  proportions as their ownership of the
                  Employer's  common  stock,  $0.0419  par value per share  (the
                  "Common  Stock"),  of the Employer),  becomes the  "beneficial
                  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
                  directly or indirectly, of securities of Employer representing
                  30% or more of the combined voting power of all classes of the
                  Employer's then outstanding voting securities;  (B) during any
                  period of two  consecutive  calendar years  individuals who at
                  the  beginning  of  such  period   constitute   the  Board  of
                  Directors,  cease  for any  reason  to  constitute  at least a
                  majority  thereof,  unless the election or nomination  for the
                  election by the Employer's  shareholders  of each new director
                  was  approved  by a vote of at least  two-thirds  (2/3) of the
                  directors  then still in office who either were  directors  at
                  the  beginning  of the  two-year  period or whose  election or
                  nomination  for election was  previously so approved;  (C) the
                  shareholders of the Employer approve a merger or consolidation
                  of the Employer  with any other  corporation  or legal entity,
                  other than a merger or consolidation  that would result in the
                  voting  securities  of the  Employer  outstanding  immediately
                  prior  thereto  continuing  to represent  (either by remaining
                  outstanding or by being  converted  into voting  securities of
                  the  surviving  entity) more than 50% of the  combined  voting
                  power  of the  voting  securities  of  the  Employer  or  such
                  surviving entity outstanding  immediately after such merger or
                  consolidation;   PROVIDED,   HOWEVER,   that   a   merger   or
                  consolidation  effected to implement a recapitalization of the
                  Employer (or similar  transaction) in which no person acquires
                  more than 30% of the combined  voting power of the  Employer's
                  then  outstanding  securities shall not constitute a Change in
                  Control  of the  Employer;  or  (D)  the  shareholders  of the
                  Employer  approve  a  plan  of  complete  liquidation  of  the
                  Employer or an agreement  for the sale or  disposition  by the
                  Employer of all or substantially all of the Employer's assets.

<PAGE>

                       4.3.    RIGHTS UPON TERMINATION.

                               4.3.1.   Upon any termination of this Agreement
for Cause, Employer shall pay to Executive, within 10 days following such
termination,  any unpaid Base Salary through the date of termination  specified
in the termination notice and shall reimburse  Executive for reasonable business
expenses incurred prior to the date of  termination,  subject to the  provisions
of Section  3.4. hereof.

                               4.3.2.   Upon any termination of this Agreement
for Non-Performance,  Employer shall pay to the Executive any unpaid Base Salary
through the date of  termination specified in the  termination  notice,  plus an
amount equal to an additional  12-months' Base Salary (such  additional  amount,
the "Severance  Payment"), and shall reimburse Executive for reasonable business
expenses incurred prior to the date of termination, subject to the provisions of
Section  3.4.  hereof.  Employer  shall  pay all  such  amounts  within  10 days
following such termination,  provided, that, at Employer's option, the Severance
Payment  may be made in equal  monthly  installments  over the  12-month  period
following the date of termination specified in the termination notice.

                               4.3.3.   Upon termination of this Agreement
because of the death or Disability of Executive, Employer shall pay to Executive
or Executive's estate, any unpaid Base Salary and Bonus accrued through the date
of termination specified in the termination notice,  plus an  additional  amount
equal to the Severance Payment, and shall reimburse Executive (or his estate)for
reasonable business expenses incurred prior to the date of termination,  subject
to the provisions of Section 3.4. hereof. Employer shall pay such amounts within
10 days following such termination,  provided, that, at Employer's  option,  the
Severance  Payment may be made in equal monthly  installments  over the 12-month
period  subsequent  to the  date of  termination  specified  in the  termination
notice.

                               4.3.4.   Upon a Termination Without Cause, if, as
of the time of such  termination, the Performance Standards shall have been met,
Employer shall pay to Executive any unpaid Base Salary and Bonus accrued through
the date of termination specified in the termination  notice, plus an additional
amount (the  "Additional  Payment")  equal  to the  unpaid  Base  Salary for the
balance of  the  Term  and shall reimburse  Executive  for  reasonable  business
expenses incurred prior to the date of termination, subject to the provisions of
Section   3.4.  hereof.   Employer  shall  pay  such  amounts   within  10  days
following such termination, provided, that, at Employer's option, the Additional
Payment may be made in equal monthly  installments  over the 12-month period
following the date of  termination  specified in the  termination  notice.  If,
as of the time of a Termination  Without Cause, the Performance  Standards shall
not have been met, then  Employer  shall pay to Executive  the amounts set forth
in Section  4.3.2 hereof at the times specified therein.

                               4.3.5.   Upon termination of this Agreement by
Executive for Good Reason, Employer shall pay to Executive any unpaid Base
Salary and Bonus accrued


<PAGE>


through the date of termination  specified in the  termination  notice,  plus an
Additional  Payment  equal to the unpaid Base Salary for the balance of the Term
and shall reimburse Executive for reasonable business expenses incurred prior to
the date of termination, subject to the provisions of Section 3.4 hereof.

                               4.3.6.   Notwithstanding the foregoing, Executive
may terminate his employment on his own initiative  following  a  relocation  of
Executive's  office to a location  more than  fifty (50) miles from the  current
executive  office of the Employer if the executive has been offered the two year
employment agreement and reimbursement  arrangement  specified in the definition
of Good  Reason  (defined in Section  4.2.2 (vi)  hereof).  In such  event,  the
Employer shall pay to Executive an amount equal to 12-months'  Base Salary,  and
shall reimburse Executive for reasonable business expenses incurred prior to the
date of termination,  subject to the provisions of Section 3.4 hereof.  Employer
shall  pay  such  amounts  in a cash  lump sum  within  10 days  following  such
termination.

                               4.3.7.   The parties agree that, prior to the
expiration of the Term, they will negotiate in good faith the continuation of
severance provisions based upon the principles set forth in this Section 4, it
being  understood that the  foregoing shall not in any way modify the rights and
obligations  of the parties provided in this Section 4.

                               4.3.8.   Upon any termination provided for in
this Agreement, any outstanding options granted to Executive shall be treated in
the manner set forth in the Stock Option Plan and the  applicable  Stock  Option
Agreement.

                               4.3.9.   Except as provided herein, Employer
shall have no further liability to Executive under this Agreement in respect  of
any termination of this Agreement.

                  5. CONFIDENTIALITY. Executive agrees that he will not make use
of, divulge or otherwise disclose,  directly or indirectly,  any trade secret or
other confidential information concerning the business,  operations,  practices,
or  financial  condition of Employer or any of its  Subsidiaries  ("Confidential
Information"),  which he may have learned as a result of his  employment  by the
Employer during the Term or as a shareholder, officer or director of Employer or
any of its  Subsidiaries,  except to the extent  such use or  disclosure  is (a)
necessary to the  performance  of this  Agreement and in furtherance of the best
interests of Employer and its Subsidiaries,  (b) required by applicable law, (c)
authorized by Employer or its Subsidiaries, or (d) is of information which is in
the  public  domain  through  no  unlawful  act of the  Executive  or which  the
Executive lawfully acquires subsequent to termination of his employment with the
Employer  from any person not  subject to a  confidentiality  obligation  to the
Employer or its Subsidiaries. The Executive acknowledges and recognizes that the
Confidential  Information  is essential to the unique  nature of the  Employer's
business and for that reason,  all such materials and  information  shall at all
times remain the exclusive  property of the Employer.  Upon the  termination  of
this Agreement,  all such Confidential Information furnished and supplied to the
Executive  during the Term shall be returned by the  Executive to the  Employer.
The Executive,


<PAGE>



in the event of such  termination,  will not at any time impart to anyone or use
any such  Confidential  Information.  The  provisions  of this  Section  5 shall
survive the  expiration,  suspension  or  termination,  for any reason,  of this
Agreement.

                  6.   RESTRICTIVE COVENANTS.

                       6.1.    NON-COMPETITION.

                               6.1.1.   The Executive agrees that he shall not,
until the first anniversary of the date this Agreement is terminated, without
the prior written consent of the Employer, directly or indirectly  (whether as a
sole proprietor, partner,  venturer,  shareholder,  director, officer, employee,
or in any other capacity as principal or agent or through any person,
corporation,  partnership, entity or  employee  acting as  nominee  or  agent)
conduct  or engage in or be interested in or  associated  with any person, firm,
association,  syndicate, partnership,  company, corporation, or other entity
which conducts or engages in the telecommunications business in any geographic
areas in which Employer or any Subsidiary  is then so engaged in  business or
proposes to engage in business in accordance with its then-current  strategic
plan, nor shall Executive  interfere with, disrupt or attempt to disrupt the
relationship,  contractual or otherwise, between Employer or any of its
Subsidiaries,  on the one hand, and any customer, supplier, lessor, lessee or
employee of the Employer or any of its Subsidiaries, on the other hand;
provided,  however, that  this  Section  6.1.1. shall not prohibit the Executive
from owning beneficially or of record not more than 1% of the outstanding equity
securities of any entity whose equity  securities  are registered  under the
Securities  Act of 1933,  as  amended,  or are listed for trading on any United
States or foreign stock exchange.

                               6.1.2.   It is the desire and intent of the
parties that the provisions of this Section 6 shall be enforced to the fullest
extent permissible under  the  laws and  public  policies  applied  in each
jurisdiction  in which enforcement is sought.  Accordingly, if any particular
portion of this Section 6 shall be adjudicated  to be invalid or  unenforceable,
this Section 6 shall be deemed amended to delete therefrom the portion thus
adjudicated to be invalid or unenforceable, such deletion to apply only with
respect to the operation of this paragraph in the particular jurisdiction in
which such adjudication is made.

                  7.  INJUNCTIVE  RELIEF.  If there is a  breach  or  threatened
breach of the  provisions  of Sections 5 or 6 of this  Agreement,  the  Employer
shall be entitled to an injunction  restraining  the Executive from such breach.
Nothing herein shall be construed as prohibiting  the Employer from pursuing any
other remedies for such breach or threatened breach.

                  8.   INSURANCE.  The Employer may, at its election and for its
benefit, insure the Employee against accidental loss or death, and the Executive
shall submit to such physical examination and supply such information as may be
reasonably required in connection therewith.

                  9.   MISCELLANEOUS.  This Agreement: (a) constitutes the
entire agreement of the parties with respect to its subject matter and
supersedes all previous agreements or


<PAGE>


understandings,  whether  oral or  written,  including,  but not limited to, the
Employment Agreement,  dated October 1, 1995; (b) may not be amended or modified
except by a written  instrument  signed by all the parties;  (c) is binding upon
and will inure to the benefit of the parties  and their  respective  successors,
transferees,  personal  representatives,   heirs,  beneficiaries  and  permitted
assigns;  (d) may not be  assigned  or the  obligations  of any party  delegated
except with the prior written consent of all the parties; (e) may be executed in
duplicate originals;  and (f) shall be governed by and interpreted in accordance
with the laws of the State of New York,  without  regard to its conflict of laws
rules.

                  10.  NOTICES.  Any notice  required or  permitted  to be given
under this Agreement  shall be in writing and shall be deemed to have been given
when delivered by hand delivery by independent courier service or when deposited
in the United  States mail,  by registered  or certified  mail,  return  receipt
requested, postage prepaid, addressed as follows:

                       If to the Employee:    Wesley T. O'Brien
                                              14849 Fieldbrook Circle
                                              Boca Raton, Florida 33496

                       If to the Employer:    TresCom International, Inc.
                                              200 East Broward Blvd., 21st Floor
                                              Ft. Lauderdale, Florida 33301

or to such  other  address  as either  party  hereto  may from time to time give
notice of to the other in the  aforesaid  manner.  Any notice  delivered  in the
manner set forth in this  Section 10 shall be deemed as of the date of  delivery
in the case of hand  delivery  and five (5) business  days after  posting in the
case of mailing.

                  11.  INDEMNIFICATION. Employer shall indemnify Executive, in
his capacity as an executive officer or director of Employer or any of its
Subsidiaries, to the full extent permissible under the laws of the State of
Florida, or of the state of incorporation of the relevant Subsidiary as the case
may be.

                  12. WAIVER.  The failure of any party to exercise any right or
remedy  under  this  Agreement  shall not  constitute  a waiver of such right or
remedy,  and the waiver of any violation or breach of this  Agreement by a party
shall not constitute a waiver of any prior or subsequent violation or breach. No
waiver under this Agreement shall be valid unless in writing and executed by the
waiving party.

                  13.  SEVERABILITY.  If any  provision  of  this  Agreement  is
determined by a court or other governmental authority to be invalid,  illegal or
unenforceable,  such invalidity, illegality or unenforceability shall not affect
the  validity,  legality  or  enforceability  of any  other  provision  of  this
Agreement.  Further, the provision that is determined to be invalid,  illegal or
unenforceable  shall be reformed and construed to the extent permitted by law so
that it will be valid, legal and enforceable to the maximum extent possible.


<PAGE>


                  14.  HEADINGS.  The headings used in this Agreement are
included for the convenience of the parties for reference purposes only and are
not to be used in construing or interpreting this Agreement.

                  15.  JURISDICTION  AND VENUE.  Any suit,  action or proceeding
against any party to this Agreement arising out of or relating to this Agreement
or any  transaction  contemplated  hereby may only be brought in any  Federal or
State court located in the Borough of Manhattan,  The City of New York, and each
such party thereby submits to the exclusive  jurisdiction of such courts for the
purpose of any such suit,  action or  proceeding.  To the extent that service of
process by mail is  permitted by  applicable  law,  each such party  irrevocably
consents to the  service of process in any such suit,  action or  proceeding  in
such courts by the mailing of such  process by  registered  or  certified  mail,
postage prepaid,  at its address for notices provided for above. Each such party
irrevocably  agrees  not to assert any  objection  which it may ever have to the
laying of venue of any such suit,  action or  proceeding in any Federal or State
court located in the Borough of Manhattan,  The City of New York,  and any claim
that any such  suit,  action or  proceeding  brought  in any such court has been
brought in an  inconvenient  forum.  Each party to this Agreement  agrees not to
bring any action,  suit or proceeding  against any other party arising out of or
relating to this Agreement or any  transaction  contemplated  hereby except in a
Federal or State court in the Borough of Manhattan, The City of New York.

                  16.   NO THIRD PARTY BENEFICIARIES.  This Agreement shall not
be deemed to confer in favor of any third parties any rights whatsoever as a
third-party beneficiary.

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Agreement as of the date first above written.

                                             EMPLOYER:

                                             TRESCOM INTERNATIONAL, INC.


                                             By: ________________________
                                             Title:



                                             EXECUTIVE:


                                             ____________________________
                                             Wesley T. O'Brien