TRESCOM INTERNATIONAL, INC.

              SECOND AMENDED AND RESTATED 1994 STOCK OPTION PLAN



                                   ARTICLE I

                                    PURPOSE

      This TresCom  International,  Inc.  Second Amended and Restated 1994 Stock
Option Plan (the  "Plan") is intended as an  incentive  and to  encourage  stock
ownership by  officers,  key  employees,  consultants  and  directors of TresCom
International,  Inc.  (the  "Company")  in order to increase  their  proprietary
interest in the Company's  success and to encourage  them to continue to provide
services to the Company.

      The term  "Company,"  when used in the Plan with  reference to eligibility
and  employment,  shall  include  the  Company  and its  subsidiaries.  The word
"subsidiary,"  when used in the Plan,  shall mean any  subsidiary of the Company
within the meaning of Section  424(f) of the Internal  Revenue Code of 1986,  as
amended (the "Code").

      It is intended that certain options granted under the Plan will qualify as
"incentive stock options" under Section 422 of the Code.


                                  ARTICLE II

                                ADMINISTRATION

      The  Plan  shall,  unless  the  Board of  Directors  (the  "Board")  shall
otherwise   determine,   be  administered  by  a  Compensation   Committee  (the
"Committee")  appointed  by the Board  that  shall  consist of not less than two
non-employee  director members within the meaning of the rules promulgated under
Section 16(b) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").  Subject to the  provisions of the Plan,  the  Committee  shall have sole
authority,  in its absolute  discretion:  (a) to determine which of the eligible
officers,  employees,  consultants and directors of the Company shall be granted
options;  (b) to authorize  the  granting of both  incentive  stock  options and
nonstatutory  stock  options;  (c) to determine  the times when options shall be
granted and the number of shares to be optioned and the times when options shall
be repurchased and the number of options to be repurchased; (d) to determine the
option price of the shares subject to each option, which price shall be not less
than the minimum specified in ARTICLE V (or ARTICLE VII, if applicable);  (e) to
determine the time or times when each option becomes  exercisable,  the duration
of the  exercise  period and any other  restrictions  on the exercise of options
issued hereunder (subject to the provisions of ARTICLE VI and, if


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applicable,  ARTICLE  VII);  (f) to  prescribe  the form or forms of the  option
agreements under the Plan (which forms shall be consistent with the terms of the
Plan but need not be identical);  (g) to adopt, amend and rescind such rules and
regulations as, in its opinion,  may be advisable in the  administration  of the
Plan; and (h) to construe and interpret the Plan, the rules and  regulations and
the option agreements under the Plan and to make all other determinations deemed
necessary  or  advisable  for the  administration  of the Plan.  All  decisions,
determinations  and  interpretations of the Committee shall be final and binding
on all optionees.


                                  ARTICLE III

                                 COMMON STOCK

      The stock to be  optioned  under the Plan  shall be  authorized  shares of
Common Stock,  par value $0.01 per share,  of TresCom  International,  Inc. (the
"Common  Stock").  Under the Plan,  the total  number of shares of Common  Stock
which may be purchased  pursuant to options granted  hereunder shall not exceed,
in the aggregate,  Nine Hundred Thirty Six Thousand, Four Hundred and Thirty-Two
(936,432)  shares,  except  as such  number  of  shares  shall  be  adjusted  in
accordance  with the  provisions of ARTICLE XI hereof.  The Company shall at all
times  reserve a  sufficient  number of  shares  of  Common  Stock for  issuance
pursuant  to the Plan and any stock  option  agreements  issued  pursuant to the
Plan.

      The number of shares of Common Stock  available for grant of options under
the Plan shall be  decreased  by the sum of the number of shares with respect to
which  options  have been  issued  and are then  outstanding,  and the number of
shares  issued upon  exercise of options,  under the Plan. In the event that any
outstanding  option under the Plan for any reason  expires,  is terminated or is
cancelled  prior to the end of the period  during which  options may be granted,
the shares of Common Stock called for by the unexercised  portion of such option
may again be subject to an option grant under the Plan.


                                  ARTICLE IV

                          ELIGIBILITY OF PARTICIPANTS

      Subject to ARTICLE VII, in the case of incentive  stock options,  officers
and key  employees of the Company  (excluding  any person who is a member of the
Committee)  shall be eligible to receive  options under the Plan.  Options which
are not  incentive  stock  options may be granted to  officers,  key  employees,
consultants  and  directors  (excluding  any  person  who  is a  member  of  the
Committee).  For  purposes of this Plan,  an  "employee"  shall mean any person,
including officers and directors of the Company,  employed by the Company or any
subsidiary  of the Company.  Neither  service as a director nor the payment of a
director's  fee by the Company  shall be  sufficient  to  constitute a person an
"employee" of the Company.


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                                   ARTICLE V

                                 OPTION PRICE

      In the case of each incentive stock option granted under the Plan, subject
to ARTICLE  VII,  the option price shall be at least equal to the greater of (i)
the fair market  value of the Common Stock at the time the option was granted or
(ii) the par value of the Common  Stock.  The fair market  value shall be deemed
for all  purposes of the Plan to be the mean between the highest and lowest sale
prices  reported as having  occurred on any  national  securities  exchange  (an
"Exchange") on which the Company's  Common Stock may be listed and traded on the
last  business  day prior to the date the option is granted,  or, if there is no
such sale on that date, then on the last preceding date on which such a sale was
reported.  If the  Company's  Common Stock is not listed on any Exchange but the
Common Stock is quoted in the National Market System of the National Association
of  Securities  Dealers  Automated  Quotation  System  ("NASDAQ") on a last sale
basis,  then the fair market value of the Common Stock shall be deemed to be the
mean between the high and low price  reported on the last  business day prior to
the date the option is granted,  or, if there is no such sale on that date, then
on the last preceding date on which a sale was reported.  If the Common Stock is
not quoted in the National Market System of NASDAQ on a last sale basis, but the
Common  Stock is otherwise  quoted on NASDAQ,  then the fair market value of the
Common  Stock shall be deemed to be the mean between the high and low bid prices
on NASDAQ for the Common  Stock on the last  business  day prior to the date the
option is granted. If the Common Stock is not listed on an Exchange or quoted on
NASDAQ,  then the fair  market  value of the Common  Stock shall mean the amount
determined  by the Board to be the fair  market  value  based  upon a good faith
attempt to value the Common Stock  accurately  and computed in  accordance  with
applicable  regulations of the Internal Revenue  Service.  In no event shall the
option price be less than the par value per share of Common Stock on the date an
option is granted.

      In the case of each nonstatutory  stock option granted under the Plan, the
option price shall be such price as may be  determined  by the  Committee in its
sole  discretion,  provided that the option price shall be at least equal to the
par value of the Common Stock.


                                  ARTICLE VI

                         EXERCISE AND TERMS OF OPTIONS

      If an option is  exercisable  in  installments,  installments  or portions
thereof which are exercisable and not exercised shall remain exercisable.

      Any  other  provision  of the Plan to the  contrary  notwithstanding,  but
subject to ARTICLE VII in the case of incentive  stock options,  no option shall
be exercised after the date ten years from the date of grant of such option (the
"Termination Date").


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                                  ARTICLE VII

                         SPECIAL PROVISIONS APPLICABLE
                        TO INCENTIVE STOCK OPTIONS ONLY

      To the extent the aggregate  fair market value  (determined as of the time
the option is granted) of the Common Stock with  respect to which any  incentive
stock options  granted under the Plan may be  exercisable  for the first time by
the optionee in any calendar year (under the Plan or any other stock option plan
of the  Company),  exceeds  $100,000,  such  options  shall  not  be  considered
incentive stock options, but shall be considered  nonstatutory stock options for
purposes of the Code.  This Article VII shall be applied by taking  options into
account in the order in which they were granted.

      No incentive stock option may be granted to an individual who, at the time
the option is  granted,  owns  directly,  or  indirectly  within the  meaning of
Section 424(d) of the Code,  stock  possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or of any parent or
subsidiary  thereof,  unless such option (i) has an option price of at least 110
percent of the fair market value of the Common Stock on the date of the grant of
such option; and (ii) cannot be exercised more than five years after the date it
is granted.

      Each optionee who receives an incentive  stock option must agree to notify
the Company in writing  immediately  after the  optionee  makes a  disqualifying
disposition  of  any  Common  Stock  acquired  pursuant  to the  exercise  of an
incentive  stock  option.   A  disqualifying   disposition  is  any  disposition
(including  any sale) of such  Common  Stock  before  the later of (a) two years
after the date the  optionee was granted the  incentive  stock option or (b) one
year  after  the date the  optionee  acquired  Common  Stock by  exercising  the
incentive stock option.


                                 ARTICLE VIII

                              PAYMENT FOR SHARES

      Payment  for  shares of Common  Stock  purchased  under an option  granted
hereunder  shall be made in full upon  exercise of the option,  by  certified or
bank  cashier's  check payable to the order of the Company or by any other means
(including without limitation tender of shares of Common Stock then owned by the
optionee)  acceptable to the Company. The Common Stock purchased shall thereupon
be  promptly  delivered;  provided,  however,  that  the  Company  may,  in  its
discretion,  require  that  an  optionee  pay to the  Company,  at the  time  of
exercise,  such amount as the Company deems necessary to satisfy its obligation,
if any, to withhold  Federal,  state or local income or other taxes  incurred by
reason of the exercise or the transfer of shares thereupon.



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                                  ARTICLE IX

                     NON-TRANSFERABILITY OF OPTION RIGHTS

      No option shall be transferable  except by will or the laws of descent and
distribution.  During  the  lifetime  of  the  optionee,  the  option  shall  be
exercisable only by him.


                                   ARTICLE X

                               CHANGE IN CONTROL

      Notwithstanding  other provisions pertaining to times at which options may
be  exercised,  all  outstanding  options,  to the  extent  not  then  currently
exercisable,  shall become  exercisable in full upon the occurrence of a "Change
in Control." For purposes of the Plan, a "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  Exchange  Act (other  than the  Company,  any trustee or other
fiduciary  holding  securities under any employee benefit plan of the Company or
any company owned, directly or indirectly, by the shareholders of the Company in
substantially  the same  proportions as their  ownership of Common Stock, of the
Company),  becomes  the  "beneficial  owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
30% or more of the combined  voting power of all classes of the  Company'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,
cease for any  reason to  constitute  at least a  majority  thereof,  unless the
election or nomination  for the election by the Company'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 Company approve a merger or consolidation
of the Company with any other  corporation or legal entity,  other than a merger
or  consolidation  that would  result in the voting  securities  of the  Company
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 Company 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 Company (or similar transaction)
in which no person  acquires  more than 30% of the combined  voting power of the
Company's then  outstanding  securities shall not constitute a Change in Control
of the  Company;  or (D)  the  shareholders  of the  Company  approve  a plan of
complete  liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.


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                                  ARTICLE XI

                 ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.

      The  aggregate  number of shares of Common  Stock  which may be  purchased
pursuant  to options  granted  hereunder,  the number of shares of Common  Stock
covered by each  outstanding  option and the price per share of each such option
shall be  appropriately  adjusted  for any increase or decrease in the number of
outstanding shares of stock resulting from a stock split, reverse stock split or
other  subdivision  or  consolidation  of shares  of  Common  Stock or for other
capital  adjustments or payments of stock  dividends or  distributions  or other
increases or decreases in the outstanding shares of Common Stock without receipt
of consideration by the Company. Any adjustment shall be conclusively determined
by the Committee.

      In the event of any change in the  outstanding  shares of Common  Stock by
reason of any recapitalization,  merger, consolidation, spin-off, combination or
exchange of shares or other corporate  change,  or any  distributions  to common
shareholders   other  than  cash  dividends,   the  Committee  shall  make  such
substitution  or  adjustment,  if any,  as it deems to be  equitable,  as to the
number or kind of shares of Common Stock or other securities  issued or reserved
for  issuance  pursuant to the Plan,  and the number or kind of shares of Common
Stock or other securities covered by outstanding  options,  and the option price
thereof.  In instances  where another  corporation or other  business  entity is
being acquired by the Company,  and the Company has assumed outstanding employee
option grants and/or the  obligation to make future or potential  grants under a
prior existing plan of the acquired entity, similar adjustments are permitted at
the discretion of the  Committee.  The Committee  shall notify  optionees of any
intended  sale of all or  substantially  all of the  Company's  assets  within a
reasonable time prior to such sale.

      The foregoing  adjustments  and the manner of application of the foregoing
provisions shall be determined by the Committee in its sole discretion. Any such
adjustment may provide for the  elimination of any fractional  share which might
otherwise become subject to an option.


                                  ARTICLE XII

                       NO OBLIGATION TO EXERCISE OPTION

      Granting of an option  shall  impose no  obligation  on the  recipient  to
exercise such option.


                                 ARTICLE XIII

                                USE OF PROCEEDS

      The proceeds  received from the sale of Common Stock  pursuant to the Plan
shall be used for general corporate purposes.

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                                  ARTICLE XIV

                        RIGHTS AS A COMMON STOCKHOLDER

      An  optionee  or a  transferee  of an  option  shall  have no  rights as a
stockholder  with respect to any share covered by his option until he shall have
become the holder of record of such  share,  and he shall not be entitled to any
dividends  or  distributions  or other rights in respect of such share for which
the record date is prior to the date on which he shall have become the holder of
record thereof.


                                  ARTICLE XV

                               EMPLOYMENT RIGHTS

      Nothing in the Plan or in any option granted hereunder shall confer on any
optionee  any  right to  continue  in the  employ of the  Company  or any of its
subsidiaries, or to interfere in any way with the right of the Company or any of
its subsidiaries to terminate the optionee's employment at any time.


                                  ARTICLE XVI

                            COMPLIANCE WITH THE LAW

      The  Company  is  relieved  from  any  liability  for the  nonissuance  or
non-transfer  or any delay in issuance or transfer of any shares of Common Stock
subject  to options  under the Plan  which  results  from the  inability  of the
Company to obtain or any delay in  obtaining,  from any  regulatory  body having
jurisdiction,  all  requisite  authority  to issue or transfer  shares of Common
Stock of the Company  either upon  exercise of options  under the Plan or upon a
request  for  transfer  of  shares of  Common  Stock  issued as a result of such
exercise if counsel for the Company  deems such  authority  necessary for lawful
issuance or transfer of any such  shares.  Appropriate  legends may be placed on
the stock  certificates  evidencing  shares  issued upon  exercise of options to
reflect such transfer restrictions.

      Each option granted under the Plan is subject to the  requirement  that if
at any time the  Committee  determines,  in its  discretion,  that the  listing,
quotation, registration or qualification of shares of Common Stock issuable upon
exercise of options is required by any securities exchange,  automated quotation
service or under any state or Federal  law,  or that the  consent or approval of
any governmental regulatory body is necessary or desirable as a condition of, or
in  connection  with,  the grant of options or the  issuance of shares of Common
Stock,  no shares of Common Stock shall be issued,  in whole or in part,  unless
such listing, registration, qualification, consent or approval has been effected
or obtained free of any conditions or with such  conditions as are acceptable to
the Committee.

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                                 ARTICLE XVII

                  EFFECTIVE DATE AND EXPIRATION DATE OF PLAN

      The Plan was  effective as of February  22, 1994,  the date of adoption of
the Plan by the Company's Board of Directors and approval by the stockholders of
the Company in a manner  which  complies  with Rule 16b-3 under the Exchange Act
and Section 422(b)(l) of the Code and the Treasury Regulations  thereunder.  The
expiration  date of the Plan,  after  which no option may be granted  hereunder,
shall be February 22, 2004.


                                 ARTICLE XVIII

                      AMENDMENT OR DISCONTINUANCE OF PLAN

      The Board may,  without  the  consent  of the  Company's  stockholders  or
optionees  under the Plan,  at any time  terminate  the Plan entirely and at any
time or from time to time amend or modify the Plan, provided that no such action
shall  adversely  affect  options  theretofore  granted  hereunder  without  the
optionee's  consent,  and  provided  further  that no such  action by the Board,
without  approval of the  stockholders,  may:  (a)  increase the total number of
shares of Common Stock which may be purchased  pursuant to options granted under
the Plan,  except  as  contemplated  in  ARTICLE  XI;  (b)  expand  the class of
officers, employees,  consultants or directors eligible to receive options under
the Plan; (c) decrease the minimum option price;  (d) extend the maximum term of
options granted hereunder; or (e) extend the term of the Plan.


                                  ARTICLE XIX

                             REPURCHASE OF OPTIONS

      In granting options hereunder, the Committee may in its discretion, and on
terms  it  considers  appropriate,  require  in the  option  agreement  that  an
optionee,  or the executors or administrators of an optionee's estate, sell back
to the Company such  options or shares of Common  Stock issued upon  exercise of
such  options  in the event  such  optionee's  employment  with the  Company  is
terminated.


                                  ARTICLE XX

                                 MISCELLANEOUS

     (a) Options  shall be  evidenced  by option  agreements  (which need not be
identical) in such forms as the  Committee  may from time to time approve.  Such
agreements shall conform


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to the terms and  conditions  of the Plan and may provide  that the grant of any
option under the Plan and Common Stock acquired  pursuant to the Plan shall also
be subject to such other conditions  (whether or not applicable to the option or
Common  Stock  received  by any  other  optionee)  as the  Committee  determines
appropriate, including, without limitation, provisions to assist the optionee in
financing  the  purchase  of Common  Stock  through  the  exercise  of  options,
provisions  for  the  forfeiture  of,  or  restrictions   on,  resale  or  other
disposition of shares under the Plan, provisions giving the Company the right to
repurchase shares acquired under the Plan in the event the participant elects to
dispose  of such  shares,  and  provisions  to  comply  with  Federal  and state
securities   laws  and  Federal,   state  and  local   income  tax   withholding
requirements.

      (b) If the  Committee  shall  find that any  person to whom any  amount is
payable  under the Plan is unable to care for his affairs  because of illness or
accident, or is a minor, or has died, then any payment due to such person or his
estate (unless a prior claim  therefor has been made by a duly  appointed  legal
representative),  may, if the  Committee so directs the Company,  be paid to his
spouse, child,  relative,  an institution  maintaining or having custody of such
person,  or any other person deemed by the Committee to be a proper recipient on
behalf of such person otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Committee and the Company therefor.

      (c) No member of the Committee shall be personally liable by reason of any
contract  or other  instrument  executed  by such member or on his behalf in his
capacity as a member of the  Committee  nor for any mistake of judgment  made in
good faith, and the Company shall indemnify and hold harmless each member of the
Committee  and each other  employee,  officer or director of the Company to whom
any duty or power relating to the  administration  or interpretation of the Plan
may be allocated or delegated,  against any cost or expense  (including  counsel
fees) or liability (including any sum paid in settlement of a claim) arising out
of any act or omission to act in connection  with the Plan unless arising out of
such person's own fraud or bad faith;  provided,  however,  that approval of the
Company's  Board of Directors shall be required for the payment of any amount in
settlement  of  a  claim  against  any  such  person.  The  foregoing  right  of
indemnification shall not be exclusive of any other rights of indemnification to
which  such  persons  may  be  entitled  under  the  Company's   Certificate  of
Incorporation or ByLaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.

      (d) The Plan shall be governed by and  construed  in  accordance  with the
internal  laws of the State of Florida  without  reference to the  principles of
conflicts of law thereof.

      (e) No provision of the Plan shall require the Company, for the purpose of
satisfying  any  obligations  under the Plan,  to  purchase  assets or place any
assets in a trust or other entity to which  contributions  are made or otherwise
to segregate any assets,  nor shall the Company maintain separate bank accounts,
books,  records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes.


<PAGE>


      (f) Each member of the Committee and each member of the Company's Board of
Directors  shall be fully  justified  in relying,  acting or failing to act, and
shall not be liable for having so relied,  acted or failed to act in good faith,
upon any report made by the  independent  public  accountant  of the Company and
upon any other  information  furnished in connection with the Plan by any person
or persons other than such member.

      (g)  Except  as  otherwise  specifically  provided  in the  relevant  plan
document,  no payment under the Plan shall be taken into account in  determining
any benefits under any pension, retirement,  profit-sharing,  group insurance or
other benefit plan of the Company.

      (h) The expenses of administering the Plan shall be borne by the Company.

      (i) Masculine  pronouns and other words of masculine gender shall refer to
both men and women.

                                 *     *     *

As  adopted  by the Board of  Directors  of TresCom  International,  Inc.  as of
February  22,  1994,  amended  and  restated  as of August 11,  1995 and further
amended and restated as of February 14, 1997