CREDIT AGREEMENT

      THIS  CREDIT  AGREEMENT  is made and  entered  into as of this 26th day of
November,   1996,  by  and  between  TresCom  International,   Inc.,  a  Florida
corporation   ("Borrower"),   TresCom  U.S.A.,   Inc.,  a  Florida   corporation
("Pledgor"),  and  SunTrust  Bank,  South  Florida,  N.A.,  a  national  banking
association ("Bank").


                                  BACKGROUND

      Borrower  has  applied  to Bank for a line of credit  availability  in the
maximum principal amount of  $7,000,000.00.  Bank is willing to establish on its
books  such  line of  credit  availability  for  Borrower  upon  the  terms  and
conditions described in this Agreement.

      NOW,   THEREFORE,   in  consideration  of  the  premises  and  the  mutual
agreements,  covenants,  and  conditions  herein,  Borrower  and  Bank  agree as
follows:

                                     TERMS

                           SECTION 1.   DEFINITIONS.

      1.1  DEFINED  TERMS.  Except  as  otherwise  expressly  provided  in  this
Agreement,  the capitalized terms used in the foregoing preamble section and the
following  capitalized terms shall have the respective meanings ascribed to them
for all purposes of this Agreement:

      "Agreement"  means  this  Credit  Agreement,  as the same may be  amended,
supplemented,  restated,  replaced,  or otherwise  modified from time to time in
accordance with the provisions hereof.

      "Bank" has the meaning specified in the first sentence hereof.

      "Borrower" has the meaning specified in the first sentence hereof.

      "Borrowing Base" means seventy percent (70%) of Eligible Receivables.

      "Borrowing   Base   Certificate"   means  a  borrowing  base   certificate
substantially in the form of Exhibit "A" hereto.

      "Business Day" means a day that is not a Saturday,  a Sunday,  or a day on
which Bank is closed pursuant to authorization or requirement of law.

      "Collateral"  means  all of  Borrower's  and  all of  Pledgor's  accounts,
general  intangibles,  chattel  paper,  documents,  instruments,  all  books and
records,  monies,  securities and deposits, and all proceeds and products of the
foregoing, all as more fully described in the Security Agreements.




<PAGE>



      "Committed Amount" has the meaning specified in Subsection 2.1(a) hereof.

      "Consistent  Basis" means,  in reference to the  application  of Generally
Accepted  Accounting  Principles that the accounting  principles observed in the
current period are  comparable in all material  respects to those applied in the
preceding period.

      "Debt  Service  Coverage  Ratio" means the ratio of (i) EBITDA to (ii) the
sum of interest  expense  plus  current  portion of long term debt plus  current
portion of capital and operating  leases  (excluding  Revolving Credit principal
outstanding but including Revolving Credit interest outstanding).

      "EBITDA" means net income or loss plus depreciation expense,  amortization
expense,  interest  expense,  income  taxes and other  non-cash  charges,  minus
extraordinary   income  and  gains  and  non-cash  income,   if  any,  and  plus
extraordinary losses, if any.

      "Eligible  Receivables"  means the aggregate  outstanding  balance (net of
retainages  and  allowances  for  doubtful  accounts)  of all of the accounts of
Borrower and of Pledgor  resulting  from the sale of goods and the  rendering of
services in the ordinary course of business, but excludes any account receivable
if (i) the  account is unpaid for more than  ninety  (90) days after the date of
the invoice  related to it; (ii) any of the goods or services  that gave rise to
the account have been returned,  rejected,  or repossessed,  or a dispute exists
between  Borrower or Pledgor and the account  debtor with  respect to either the
account  or the goods or  services  that gave rise to it;  (iii) the  account is
subject to any actual or threatened defense, claim, counterclaim,  or set-off by
the account debtor,  including  without  limitation  accounts  payable or contra
amounts due to the account debtor, customer deposits, and all accrued but unpaid
rebates and discounts;  (iv) the account is owed by any account debtor for which
at least ten  percent  (10%) or more of the  aggregate  amounts of such  account
debtor  are  outstanding  for at least  ninety  (90) days  after the date of the
invoice  related to it; (v) any other  account due from the  account  debtor has
become,  or has been  determined  by Bank to be,  ineligible  for the reason set
forth in clause (i), (ii), or (iii); (vi) the account has been sold to, assigned
to, discounted with, or financed with or become subject to a lien in favor of, a
factor,  lender,  or other party (other than Bank);  (vii) the account debtor is
the United States  government,  the government of any state of the United States
or any political subdivision thereof, or any agency or instrumentality of any of
the  foregoing,  or the account is such that the Bank's ability to obtain direct
payment  thereunder is governed by any federal or state statutory  requirements;
(viii) the account debtor is an affiliate,  subsidiary,  employee, or officer of
Borrower or Pledgor; (ix) the account debtor is a supplier,  vendor, or creditor
of  Borrower  or  Pledgor,  except to the extent the amount  owed to Borrower or
Pledgor  (as  applicable)  thereunder  exceeds  the amount  owed by  Borrower or
Pledgor (as  applicable)  to the supplier,  vendor or creditor;  (x) the sale or
service  represented by the account is to an account debtor located  outside the
United  States;  (xi) the account is  denominated  in other than  United  States
Dollars or is payable outside the United States;  (xii) the sale  represented by
the account is on a bill-and-hold,  guaranteed sale, sale or return,  or sale on
approval  basis;  (xiii)  the  account is not  evidenced  by an invoice or other
writing in form acceptable to Bank in its sole discretion;  (xiv) the account is
evidenced by a promissory note,  instrument,  or chattel paper; (xv) the account
debtor is insolvent or the subject of bankruptcy proceedings;  (xvi) the account
represents a  rebilling;  (xvii) in order to be entitled to collect the account,
Borrower  or Pledgor is  required  to  deliver  additional  goods to, or perform
additional services for, or perform or incur


                                      2

<PAGE>



additional  obligations to, the account debtor;  (xviii) Borrower or Pledgor has
received notice of the bankruptcy or insolvency of the account debtor;  or (xix)
Bank otherwise determines that such receivable is ineligible.

      "ERISA" means the Employee  Retirement Income Security Act of 1974, as the
same may be supplemented or amended from time to time.

      "Event of Default" means any of the events specified in Section 8 hereof.

      "Financing  Statement"  means the UCC-1 financing  statement  covering the
Collateral  naming  Borrower and Pledgor as debtors and Bank as secured party to
be filed by Bank with the  Florida  Secretary  of State in  connection  with the
Security Agreements.

      "Generally  Accepted  Accounting  Principles"  means those  principles  of
accounting set forth in Opinions of the Financial  Accounting Standards Board or
the  American  Institute  of Certified  Public  Accountants  or which have other
substantial  authoritative support and are applicable in the circumstances as of
the date of any report  required  herein or as of the date of an  application of
such principles as required herein.

      "Guarantor" means TresCom Network Services, Inc., a Florida corporation.

      "Guaranty" has the meaning specified in Subsection 3.2 hereof.

      "Liabilities" all of the following,  whether primary,  secondary,  direct,
indirect,  absolute,  contingent,  sole, joint, or several, arising prior to the
date hereof or in connection  herewith,  or which may be hereafter contracted or
acquired,  or  incurred  directly  or  indirectly  in respect  thereof,  and all
extensions or renewals  thereof and all sums payable under or by virtue thereof,
and whether arising in the ordinary course of business or otherwise, and whether
owed to, held, or to be held by Bank for its own account or as agent for another
or others:

            (a) all liabilities and obligations of Borrower to Bank, however and
whenever incurred or evidenced,  including,  without limitation,  all amounts of
principal and interest arising pursuant to the Revolving Credit;

            (b) all other  existing and future  indebtedness,  obligations,  and
liabilities  of  Borrower  and of  Pledgor  hereunder  and under the other  Loan
Documents, as may be amended from time to time;

            (c) any renewals, enlargements, extensions or modifications thereof
or additions thereto;

            (d) any deficiency remaining upon enforcement of Bank's rights
against all or any portion of the Collateral;

            (e) all  other   existing  and  future  debts,   liabilities,   and
obligations  of  Borrower  to Bank and of  Pledgor  to Bank,  of every  kind and
description,  of any nature whatsoever,  whether or not evidenced by any note or
other instrument or agreement; and


                                      3

<PAGE>




            (f) all  expenses  incurred  or  paid  by  Bank  in  enforcing  the
Liabilities  or this  Agreement or  preserving  any right of Bank  thereunder or
hereunder (including, without limitation,  obligations that would become due but
for the operation of the automatic  stay under Section  362(a) of the Bankruptcy
Code, 11 U.S.C. ss.362(a),  including interest,  fees, and other charges whether
or  not a  claim  is  allowed  for  such  obligations  in  any  such  bankruptcy
proceedings,   including  costs  of  collection  and  attorneys'  fees  as  more
specifically described in the obligations and herein).

The term  "Liabilities"  as used herein  shall  include all  liabilities  of any
successor entity or entities of such parties to Bank.

      "Loan Documents" means this Agreement, the Revolving Credit Note, the Tax
Indemnification Agreement, the Guaranty, and the Security Agreements.

      "Person" means any  corporation,  business entity,  natural person,  firm,
joint venture,  partnership,  trust, unincorporated  organization,  association,
government, or any department or agency of any government.

      "Pledgor" has the meaning specified in the first sentence hereof.

     Revolving Credit" has the meaning specified in Subsection 2.1 hereof.

     "Revolving Credit Note" has the meaning specified in Subsection 2.5 hereof.

     "Security Agreements" has the meaning specified in Subsection 3.1 hereof.

      "Solvent"  means,  with  respect  to any  Person,  that as of the  date of
determination, both: (a)(i) the then fair saleable value of the property of such
Person is (y) greater than the total amount of liabilities (including contingent
obligations)  of such  Person  and (z)  greater  than the  amount  that  will be
required to pay the probable liabilities of such Person's then existing debts as
they become  absolute and matured  considering  all financing  alternatives  and
potential asset sales  reasonably  available to such Person;  (ii) such Person's
capital  is  not  unreasonably   small  in  relation  to  its  business  or  any
contemplated or undertaken transaction; and (iii) such Person does not intend to
incur debts  beyond its  ability to pay such debts as they  become due;  and (b)
such  Person is solvent  within the meaning  given that term and  similar  terms
under applicable laws relating to fraudulent transfers.

      "Subsidiary" means, for any Person, any corporation, partnership, or other
entity of which fifty percent (50%) or more of the securities or other ownership
interests having ordinary voting power to elect the board or directors or having
direct power to perform  functions similar to that of a board of directors is at
the time directly or indirectly  owned or controlled by such Person.  Unless the
context  clearly  indicates  otherwise,   the  term  "Subsidiary"  refers  to  a
Subsidiary of Borrower.

      "Tangible  Net Worth"  means the  aggregate  amount of assets shown on the
balance sheet of Borrower,  excluding  capitalized  organization and development
costs,  capitalized  interest,   goodwill,  patents,  trademarks,  copy  rights,
franchises, licenses, amounts due or to become due


                                      4

<PAGE>



from officers,  employees,  directors,  stockholders,  and affiliates,  and such
other  assets  classified  as  "intangible   assets"  under  Generally  Accepted
Accounting   Principles,   less  all  liabilities  of  Borrower  excluding  debt
subordinated to Bank.

      "Tax  Indemnification  Agreement" means the agreement between Borrower and
Bank of even date regarding  payment of and  reimbursement for documentary stamp
taxes and intangible taxes, and any similar  agreements that may be entered into
between Borrower and Bank from time to time.

      "Total  Funded  Debt"  means  the  amount  of  all  principal  outstanding
indebtedness  of the Borrower and its  subsidiaries,  whether present or future,
for  borrowed  money  or for  the  deferred  purchase  price  of  property,  all
indebtedness,  whether  present or future,  secured  by a lien on  property  and
indebtedness,  whether  present  or  future,  arising  under  letter  of  credit
facilities.  This shall not include accounts payable incurred by Borrower in the
ordinary course of the Borrower's business.

      1.2   OTHER DEFINITIONAL PROVISIONS.

            (g) The terms  "material" and  "materially"  shall have the meanings
ascribed to such terms under Generally  Accepted  Accounting  Principles as such
would be applied to the  business of  Borrower or others,  except as the context
shall clearly otherwise require;  (b) all of the terms defined in this Agreement
shall have such defined  meanings when used in other documents  issued under, or
delivered  pursuant  to,  this  Agreement  unless the  context  shall  otherwise
require;  (c) words in  singular  shall  include  the plural and words in plural
shall include the singular,  unless the context clearly requires otherwise;  (d)
accounting  terms to the extent not otherwise  defined shall have the respective
meanings given them under, and shall be construed in accordance with,  Generally
Accepted  Accounting  Principles;  (e) terms  defined  in, or by  reference  to,
Article 9 of the Uniform Commercial Code as adopted in Florida to the extent not
otherwise  defined  herein shall have the  respective  meanings given to them in
Article 9 with the exception of the word  "document"  unless the context clearly
requires such meaning;  (f) the words "hereby,"  "hereto,"  "hereof,"  "herein,"
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement;  (g) words of any gender  shall  include all other  genders;  and (h)
whenever  in this  Agreement  any of the  parties  hereto is  referred  to, such
reference  shall be deemed to include the successors and assigns of such parties
unless the context shall expressly provide otherwise.

                      SECTION 2.  LOAN AMOUNT AND TERMS.

      2.1   THE REVOLVING CREDIT.

            (a)  Subject to the terms and  conditions  of this  Agreement,  Bank
agrees to  establish  on its books a revolving  line of credit  availability  in
favor of Borrower (the "Revolving  Credit") in the maximum  principal  amount of
$7,000,000.00  (which  maximum  amount  shall  be  referred  to  herein  as  the
"Committed Amount").


                                      5

<PAGE>



            (b) Prior to April 30,  1998 (as may be  extended  from time to time
subject  to the terms  hereof,  the  "Termination  Date"),  and so long as there
exists no Event of  Default or  circumstance  which with the giving of notice or
passage of time would become an Event of Default,  Bank shall,  upon the request
of  Borrower,  make  advances and issue  letters of credit  under the  Revolving
Credit in accordance  with the  provisions  hereof.  No advance shall be made or
letter of credit issued which,  when  aggregated with the amounts of any letters
of credit  outstanding  and any  principal  amounts then  outstanding  under the
Revolving Credit (which amounts shall include all  unreimbursed  amounts paid by
Bank and  amounts of drafts  accepted by Bank under  letters of  credit),  would
exceed the lesser of the Committed  Amount and the Borrowing  Base.  During such
period,  Borrower may borrow,  repay, and reborrow,  and request the issuance of
letters of  credit,  under the  Revolving  Credit in  accordance  with the terms
hereof. Notwithstanding anything to the contrary set forth herein, no letters of
credit shall be issued which,  when aggregated  with the outstanding  amounts of
any letters of credit  issued under the  Revolving  Credit and any  unreimbursed
amounts paid by Bank or amounts of drafts  accepted by Bank under any letters of
credit would exceed $2,000,000.00.

            (c)  Borrower  shall submit to Bank no later than fifteen (15) after
the end of each month Borrowing Base certificates for such month in such form as
Bank shall require.  The calculation of the Borrowing Base, however, may be made
from time to time in Bank's  discretion,  and is not necessarily  based upon the
contents of the most recent Borrowing Base certificate.

            (d) If at any time the aggregate amount of principal outstanding and
letters of credit outstanding under the Revolving Credit shall exceed the lesser
of the Committed Amount or the then existing  Borrowing Base,  Borrower will pay
to Bank upon demand  such  amount as shall be  required  to cause the  aggregate
amount of  principal  outstanding  and letters of credit  outstanding  under the
Revolving  Credit to be equal to or less than the lesser of the Committed Amount
or the then existing  Borrowing Base.  Borrower hereby authorizes Bank to charge
any deposit account of Borrower for the amount of such excess.

      2.2  ADVANCES  UNDER  REVOLVING  CREDIT.  Advances  made by Bank under the
Revolving  Credit  (other than  advances  made by Bank by honoring  drafts drawn
under  letters of credit)  shall be made upon  notice  from  Borrower to Bank at
least one (1) Business  Day prior to the date of the  advance.  Each such notice
shall be by telephone or telecopier, confirmed immediately in writing, and shall
be accompanied by the payment of any applicable  taxes. Each request of Borrower
for  such an  advance  shall be in an  amount  not less  than  $25,000.00  or an
integral  multiple  thereof.  Each such advance  shall be made by crediting  the
amount of the advance to the general deposit account of Borrower maintained with
Bank,  except as otherwise  specified  in writing by Borrower.  Any draw under a
letter of  credit or any  acceptance  of a letter  of  credit  issued  under the
Revolving Credit shall be deemed an advance under the Revolving Credit.

      2.3  ISSUANCE OF LETTERS OF CREDIT UNDER THE REVOLVING CREDIT. The form of
each  letter of credit  shall be in the sole and  complete  discretion  of Bank.
Without  limiting the  generality  of the  foregoing,  however,  in the sole and
complete  discretion of Bank, the expiration date of each letter of credit shall
not extend beyond thirty (30) days after the  Termination  Date.  Each letter of
credit  shall be  requested  by Borrower at least 72 hours prior to the proposed
date


                                      6

<PAGE>



of issuance,  and the request shall be accompanied  by such other  applications,
agreements, information or documents, and the payment of fees or commissions, as
Bank shall require.

      2.4  ANNUAL REVIEW.  At  least  once  each  year,  after  review  of  the
financial statements  of Borrower  for the  preceding  fiscal  year,  Bank will
permit the Revolving  Credit  to  continue  for  an additional year unless Bank
determines that a material adverse change has occurred with respect to Borrower,
Pledger,  or Guarantor,  in which case Bank may  terminate the Revolving  Credit
and demand payment of all amounts outstanding thereunder.

      2.5  NOTE.  The Revolving Credit shall be evidenced by a master promissory
note of Borrower payable to order of Bank in form and substance  satisfactory to
Bank in an aggregate  principal amount equivalent to the Committed  Amount,  and
dated  the  date  of this  Agreement  (as may be  amended,  renewed,  increased,
restated,  replaced,  or otherwise  modified from time to time,  the  "Revolving
Credit Note").

      2.6  INTEREST RATE.  The  principal  amount from time to time  outstanding
under the Revolving  Credit shall bear interest at the Prime Rate (as defined in
the  Revolving  Credit  Note),  or the LIBOR Rate (as  defined in the  Revolving
Credit Note) plus 2.5% per annum;  provided however,  that in no event shall the
interest rate  applicable to principal  outstanding  under the Revolving  Credit
exceed the maximum rate of interest  allowed by applicable  law, as amended from
time to time.

      2.7  REPAYMENT.  Principal  under the  Revolving  Credit  shall be due and
payable in a single payment on the Termination  Date.  Interest shall be payable
monthly in arrears  beginning on December 31, 1996,  and  continuing on the like
day  of  each  month  thereafter,  as  long  as  any  principal  amount  remains
outstanding under the Revolving Credit, and at maturity.

      2.8  COMMITMENT FEE;  UNUSED FEE  FOR  REVOLVING CREDIT. As consideration
for making the Revolving  Credit  available,  Borrower shall pay to Bank: (a) on
the date hereof a commitment fee in the amount of $26,250.00 ($7,500.00 of which
has previously been paid);  and (b) commencing on the date hereof and continuing
as long as the Revolving Credit has not been  terminated,  a unused fee equal to
one-quarter  percent  (0.25%) per annum of the unused  portion of the  Committed
Amount under the  Revolving  Credit.  Such fee shall be computed on the basis of
the average daily unused  portion of the  Committed  Amount and shall be payable
quarterly in arrears.

      2.9  PREPAYMENTS.  Borrower  shall be entitled to prepay any notes subject
hereto in whole or in part, at any time,  without premium or penalty,  except to
the extent that the unused fee required under Subsection 2.8 may be construed to
be a penalty,  upon at least one (1) Business Day's notice to Bank,  each notice
stating the proposed date and principal  amount of the prepayment.  Each partial
prepayment of any note  hereunder  shall be in the principal  amount of not less
than $25,000.00,  or an integral multiple thereof. Each partial prepayment shall
be applied by Bank first to  interest  and lawful  charges  then due and unpaid,
then to principal,  then to all other interest and lawful charges  accrued,  and
with respect to payments under any term note, shall not postpone the due date or
change the amount of any subsequent  installment  except in the inverse order of
maturity thereof. Borrower may be required to make prepayments in


                                      7

<PAGE>



connection with the Borrowing Base from time to time, as described more fully in
Subsection 2.1(e) hereof.

                      SECTION 3. SECURITY AND GUARANTIES

      Payment of the loan or loans hereunder shall be secured and guaranteed, as
provided in this Section 3.

      3.1  SECURITY  INTEREST  IN  COLLATERAL.  Payment and  performance  of the
Liabilities  shall be secured by a first perfected  security  interest in all of
the  Collateral  now owned or  hereafter  acquired or arising,  and all proceeds
thereof.  Each of  Borrower  and  Pledgor  shall  execute  and deliver to Bank a
security agreement  covering said Collateral in form and substance  satisfactory
to Bank (collectively, the "Security Agreements"). The Security Agreements shall
be  sufficient,  when  notice  thereof  is  properly  filed or  recorded  in the
appropriate jurisdictions,  to grant to Bank a first perfected security interest
in the Collateral  subject to no prior liens or encumbrances  except in favor of
Bank or as Bank  permits in  writing.  Each of Borrower  and  Pledgor  agrees to
execute  or  otherwise  provide  to Bank  any and all  modifications,  financing
statements,  and other  agreements  or  consents  required by Bank now or in the
future in connection therewith.

      3.2  GUARANTIES.  Payment  of   the  Revolving   Credit  Note,  any  other
obligations  under the Loan Documents,  and any other obligations of Borrower to
Bank,  presently  existing or  hereafter  arising,  shall be  guaranteed  by the
Guarantor,  which  guarantee shall be evidenced by the execution and delivery to
Bank by  Guarantor  of a  continuing  and  unconditional  guaranty  in form  and
substance satisfactory to Bank (the "Guaranty").

                   SECTION 4. REPRESENTATIONS AND WARRANTIES


            To induce Bank to enter into this  Agreement and to make the loan or
loans  hereunder,  each of Borrower and Pledgor  represents and warrants to Bank
(which  representations  and  warranties  shall  survive  the  delivery  of  the
documents  mentioned  herein and the  mailing of the loan or loans  contemplated
hereby) as follows:

      4.1  CORPORATE  EXISTENCE;  COMPLIANCE  WITH LAW;  NAME  HISTORY.  Each of
Borrower and Pledgor is a corporation duly  incorporated and organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation.  Each of Borrower and Pledgor has all requisite power  (corporate
and otherwise) to own and operate its properties and to carry on its business as
now being conducted,  is duly qualified as a foreign  corporation to do business
in every  jurisdiction  in which the nature of its business or the  ownership of
its  properties  makes such  qualification  necessary and is in good standing in
such  jurisdictions,  has all  licenses  and permits  necessary  to carry on and
conduct its business in all states and localities  wherein it now operates,  and
is in  compliance  with all  other  requirements  of law,  rule,  or  regulation
applicable to it and to its business.  Borrower's Subsidiaries are identified on
the attached Schedule 4.1. Neither Borrower nor Pledgor has merged,  changed its
name,  or done  business  under a  fictitious  name  during the past five years,
except "TeraCom  Communications,  Inc." (with respect to Borrower), and "TeraCom
U.S.A., Inc." (with respect to Pledgor).



                                      8

<PAGE>



      4.2  CORPORATE POWER  AND  AUTHORIZATION  TO EXECUTE  LOAN  DOCUMENTS;  NO
CONFLICT;  NO CONSENT.  Each of Borrower and Pledgor has the corporate power and
authority  and the legal right to execute and deliver the Loan  Documents  to be
executed  by it and to  perform  its  obligations  thereunder  and has taken all
corporate action necessary to authorize the execution, delivery, and performance
of such Loan Documents and to authorize the transactions  contemplated  thereby.
The  execution,  delivery,  and  performance by Borrower and Pledgor of the Loan
Documents to be executed by it will not: (a) contravene,  conflict with,  result
in the breach of, or constitute a violation of or default under (i) the articles
of  incorporation  or bylaws of Borrower or Pledgor,  (ii) any  applicable  law,
rule, regulation,  judgment,  order, writ, injunction, or decree of any court or
governmental  authority,  or (iii) any agreement or instrument to which Borrower
or Pledgor is a party or by which  Borrower  or Pledgor or its  property  may be
bound or  affected;  or (b)  result  in the  creation  of any lien,  charge,  or
encumbrance  upon any property or assets of Borrower or Pledgor  pursuant to any
of the foregoing,  except the liens created by the Loan  Documents.  No consent,
license, or authorization of, or filing with, or notice to, any Person or entity
(including,  without limitation,  any governmental  authority),  is necessary or
required in connection with the execution, delivery,  performance,  validity, or
enforceability  of the  Loan  Documents  and the  transactions  as  contemplated
thereunder, except for consents, licenses, authorizations,  filings, and notices
already  obtained  or  performed  and of which  Bank has been  provided  written
notice,  or referred to or disclosed in the Loan  Documents.  Any such consents,
licenses, authorizations, filings, or notices remain in full force and effect.

      4.3  ENFORCEABLE OBLIGATIONS.  The Loan Documents constitute legal, valid,
and binding  agreements  enforceable  against the respective parties thereto and
any  property  described  therein in  accordance  with their  respective  terms.
Without  limiting  the  foregoing,  the Loan  Documents  grant  Bank a valid and
enforceable  first lien on and, upon filing with the Florida  Secretary of State
of the Financing Statement,  a first perfected security interest in the personal
property described in the Security Agreements.

      4.4  FINANCIAL CONDITION.

            (a) The  consolidated  financial  statements as of June 30, 1996, of
Borrower and its Subsidiaries,  copies of which have been furnished to Bank, are
correct,  complete,  and fairly present the financial  condition of Borrower and
its  Subsidiaries as of the date of the financial  statements and fairly present
the results of the  operations of Borrower and its  Subsidiaries  for the period
covered thereby.

            (b) The financial  statements  described above have been prepared in
accordance with Generally Accepted Accounting Principles applied on a Consistent
Basis  maintained  throughout  the period  involved.  There has been no material
adverse  change  in  the  business,   properties,  or  condition,  financial  or
otherwise,  of Borrower  or its  Subsidiaries  since the date of such  financial
statements.

            (c) Neither Borrower nor any of its  Subsidiaries  have any material
direct or contingent  liabilities,  liabilities for taxes,  long-term leases, or
unusual forward or long-term  commitments as of the date of this Agreement which
are not  disclosed  by,  provided  for,  or  reserved  against in the  foregoing
financial statements or referred to in notes thereto.


                                      9

<PAGE>




     4.5  NO LITIGATION.  There is no suit or  proceeding at law or in equity or
other proceeding or investigation (including proceedings by or before any court,
arbitrator,  governmental or administrative commission,  board, bureau, or other
administrative agency) pending, or to the best knowledge of Borrower and Pledgor
threatened, by or against or involving Borrower, Pledgor or against any of their
respective  properties,  existence,  or revenues  which,  individually or in the
aggregate,  if adversely  determined,  is  reasonably  likely to have a material
adverse  effect on the  properties,  assets,  or business  or on the  condition,
financial or  otherwise,  of Borrower or impair the right or ability of Borrower
to carry on its operations  substantially  as now conducted,  or,  regardless of
outcome,  which questions the validity of the  transactions  contemplated by the
Loan  Documents,  or would be required to be  disclosed  in notes to any balance
sheet as of the date  hereof  of  Borrower  prepared  in  reasonable  detail  in
accordance with Generally Accepted Accounting Principles applied on a Consistent
Basis.

      4.6  INVESTMENT COMPANY ACT; REGULATION.

            (a) Neither  Borrower  nor Pledgor is an  "investment  company,"  an
"affiliated  person" of, or  "promoter"  or  "principal  underwriter"  for,  any
"investment  company," or a company "controlled" by an "investment company," and
Borrower  is  not  an  "investment  advisor"  or an  "affiliated  person"  of an
"investment  advisor"  (as each of the  quoted  terms is  defined or used in the
Investment  Company Act of 1940,  as amended).  Neither the making of the loans,
nor the  establishment  of the credits  hereunder,  nor the  application  of the
proceeds or repayment  thereof by Borrower,  nor the  consummation  of the other
transactions  contemplated  hereby, will violate the provisions of the foregoing
Act or any rule, regulation, or order promulgated thereunder.

            (b) Borrower is not subject to  regulation  under any state or local
public utilities code or federal, state, or local statute or regulation limiting
the ability of Borrower to incur  indebtedness  for money  borrowed or to pledge
assets of the type contemplated hereunder.

      4.7  DISCLOSURE AND NO UNTRUE STATEMENTS.  No  representation  or warranty
made by  Borrower  in the Loan  Documents  or which will be made by  Borrower or
Pledgor from time to time in connection  with the Loan Documents (a) contains or
will contain any  misrepresentation or untrue statement of any material fact, or
(b)  omits  or will  omit to  state  any  material  fact  necessary  to make the
statements  therein  not  misleading.  There is no fact  (excluding  information
relating  to  world  or  national  economic,  social,  or  political  conditions
generally)  currently  known to Borrower or Pledgor which now, or which might in
the future,  materially adversely affect, the business,  assets,  properties, or
condition,  financial or  otherwise,  of Borrower or Pledgor,  or the ability of
Borrower or Pledgor to perform its obligations under the Loan Documents,  except
as set forth or referred to in the Loan  Documents  or  otherwise  disclosed  in
writing to Bank.

      4.8  TITLE  TO  ASSETS; LEASES  IN  GOOD  STANDING.  Each of Borrower and
Pledgor has good and  marketable  title in fee to such of its  fixed  assets as
are real property  and good and  marketable  title to its other  properties  and
assets,  including  the  properties  and  assets  reflected  in  the  financial
statements and notes thereto described in Subsection 6.1 hereof, except for such
assets as have been disposed of in the ordinary course of business, and all such
properties and  assets  are  free  and  clear of all liens, mortgages,  pledges,
security interests, charges, title


                                      10

<PAGE>



retention  agreements,  or other encumbrances of any kind except those permitted
under  Subsection  7.2.  Each  of  Borrower  and  Pledgor  enjoys  peaceful  and
undisturbed possession under all leases under which it is now operating, none of
which  contain  any  provisions  which  may  materially   adversely  affect  its
operations,  and all such  leases are valid,  subsisting,  and in full force and
effect, and neither Borrower nor Pledger is in violation of any material term of
any such lease.

      4.9  PAYMENT OF TAXES. Each of Borrower and Pledgor has filed or caused to
be filed all  federal,  state,  and local tax returns  which are  required to be
filed by it and has paid or caused to be paid all taxes as shown on said returns
or on any  assessment  received by it, to the extent that such taxes have become
due, other than taxes being  contested in good faith by appropriate  proceedings
diligently  conducted and for which adequate  reserves have been  established in
accordance with Generally Accepted Accounting Principles,  and no controversy in
respect of  additional  taxes of Borrower is pending,  or, to the  knowledge  of
Borrower or Pledgor, threatened.

      4.10  AGREEMENT OR CONTRACT RESTRICTIONS; NO DEFAULT. Neither Borrower nor
Pledgor is a party to, nor is bound by, any agreement,  contract,  or instrument
or subject to any charter or other  corporate  restriction  which  materially or
adversely affects the business,  properties,  assets,  operations, or condition,
financial  or  otherwise,  of Borrower  or Pledgor  except as  disclosed  in the
financial  statements  and notes  thereto  described in  Subsection  6.1 hereof.
Neither  Borrower nor Pledgor is in default in the performance,  observance,  or
fulfillment  of any  obligations,  covenants,  or  conditions  contained  in any
agreement or instrument to which it is a party.

      4.11  PATENTS,  TRADEMARKS,  LICENSES,  ETC.  Each of Borrower and Pledgor
owns,  possesses,  or has the  right to use,  and  holds  free  from  burdensome
restrictions or known conflicts with the rights of others,  all patents,  patent
rights,  licenses,  trademarks  and service  marks,  trademark  and service mark
rights, trade names, trade name rights, and copyrights,  and all material rights
with  respect to the  foregoing,  useful in the  conduct of its  business as now
conducted,  and is in full compliance with the terms and conditions,  if any, of
all such  patents,  patent  rights,  licenses,  trademarks  and  service  marks,
trademark and service mark rights, trade names, trade name rights, or copyrights
and the terms and conditions of any agreements relating thereto.

      4.12  GOVERNMENT CONTRACT.  Neither Borrower nor Pledgor is subject to the
renegotiation of any government contract in any material amount.

      4.13  ERISA REQUIREMENT.  Except  as  previously  disclosed  to  Bank  in
writing,  neither  Borrower nor Pledgor  has  in force any written or oral bonus
plan, stock option plan,  employee  welfare,  pension  or profit  sharing  plan,
or  any  other  employee  benefit  arrangement or  understanding.  In  addition,
neither  Borrower, Pledgor, nor any predecessor thereof  is  now or was formerly
during the five year period   immediately   preceding  the  effective   date  of
this   Agreement  a  participating  employer in  any multi-employer or "multiple
employer" plans within the  meaning of  Sections  4001(1)(a)(3),  4063, and 4064
of ERISA.  Each employee benefit  plan  subject  to  the  requirements  of ERISA
complies  with all of  the requirements  of  ERISA  and  those  plans  which are
subject to being  "qualified" under Sections 401(a) and 501(a) of the Internal


                                      11

<PAGE>



Revenue Code of 1986,  as amended from time to time,  have since their  adoption
been  "qualified"  and have received  favorable  determination  letters from the
Internal  Revenue  Service so holding.  There is no matter which would adversely
affect the qualified tax exempt status of any such trust or plan,  and except as
previously  disclosed to Bank there are no  deficiencies  or liabilities for any
such plan or trust.  No employee  benefit plan  sponsored by Borrower or Pledgor
has engaged in a non-exempt "prohibited transaction" as defined in ERISA.

      4.14  SOLVENCY.  Each  of  Borrower  and  Pledgor is, and on and after the
consummation of the transactions contemplated herein will be, Solvent.

      4.15  LOCATION OF OFFICES AND COLLATERAL.  The chief executive office, the
principal  place of  business,  and the  office  where all books and  records of
Borrower and Pledgor are kept is at the location  described in  Subsection  10.3
hereof, and there are no other offices of Borrower.

                      SECTION 5.  CONDITIONS OF LENDING.


      The  obligation  of Bank to  make  the  loan or  loans  or to  permit  any
borrowings  hereunder is conditioned  upon the  performance of all agreements by
Borrower and Pledgor  contained herein, as well as satisfaction of the following
conditions precedent:

      5.1  CONTINUING ACCURACY OF REPRESENTATIONS AND WARRANTIES. At the time of
each  borrowing  hereunder,  the  representations  and  warranties  set forth in
Section 4 hereof shall be true,  correct,  and complete on and as of the date of
the borrowing with the same effect as though the  representations and warranties
had been made on and as of the date of the borrowing,  except to the extent that
such  representations and warranties may expressly relate to an earlier date, in
which case they shall continue to be true as of such date.

      5.2  NO DEFAULT.  At the time of each  borrowing  hereunder,  Borrower and
Pledgor shall be in compliance  with all terms and  conditions set forth herein,
and no Event of  Default,  nor any event  which upon  notice or lapse of time or
both would constitute an Event of Default, shall have occurred and be continuing
at the time of such borrowing.

      5.3  OPINION OF COUNSEL.  On or prior to the date of this  Agreement, Bank
shall have received the favorable opinion of counsel for Borrower,  Pledgor, and
Guarantor,  in form and  substance  satisfactory  to Bank, as to such matters as
Bank may require.

      5.4  APPROVAL OF BANK'S COUNSEL.  All legal matters in connection with the
Loan  Documents and the  transactions  herein and therein  contemplated  and all
documents and proceedings shall be satisfactory in form and substance to Holland
& Knight, counsel for Bank.

      5.5  LOAN DOCUMENTS. On or prior to the date of this Agreement, Bank shall
have received, duly executed,  this Agreement and the other Loan Documents,  all
in form and substance satisfactory to Bank and counsel for Bank.



                                      12

<PAGE>



      5.6  SUPPORTING DOCUMENTS. On or prior to the date of this Agreement, Bank
shall have received the following  documents  satisfactory in form and substance
to Bank and counsel for Bank and, as requested by Bank, certified by appropriate
corporate or governmental authorities:

            (a) A certificate of good standing of each of Borrower, Pledgor, and
Guarantor certified by the secretary of state, or other appropriate governmental
authority,  of the state of  incorporation  of each of  Borrower,  Pledgor,  and
Guarantor, respectively;

            (b) a copy of the  articles of  incorporation  of each of  Borrower,
Pledgor,  and Guarantor in effect on the date hereof  certified by the secretary
of  state,  or  other  appropriate  governmental  authority,  of  the  state  of
incorporation  of  each  of  Borrower,  Pledgor,  and  Guarantor,  respectively,
accompanied by a certificate  from an  appropriate  officer of each of Borrower,
Pledgor,  and  Guarantor,  respectively,  that the copy is complete and that the
articles of incorporation have not been amended, annulled, rescinded, or revoked
since the date of the articles of incorporation or the last amendment  reflected
in the copy, if any;

            (c) a copy of the bylaws of each of Borrower, Pledgor, and Guarantor
in effect on the date of this  Agreement,  accompanied by a certificate  from an
appropriate officer of each of Borrower,  Pledgor, and Guarantor,  respectively,
that the copy is true and  complete  and that the bylaws have not been  amended,
annulled,  rescinded,  or  revoked  since  the  date of the  bylaws  or the last
amendment reflected in the copy, if any;

            (d) a copy of  resolutions  of the  board  of  directors  of each of
Borrower,  Pledgor,  and Guarantor  authorizing  the  execution,  delivery,  and
performance  of the Loan  Documents  to which  such  entity  is a party  and the
borrowings  thereunder,  and  specifying  the  officer  or  officers  of each of
Borrower,  Pledgor,  and Guarantor  authorized to execute the Loan  Documents to
which such entity is a party,  accompanied by a certificate  from an appropriate
officer that the resolutions are true and complete,  were duly adopted at a duly
called meeting in which a quorum was present and acting throughout, or were duly
adopted by written  action,  and have not been amended,  annulled,  rescinded or
revoked  in any  respect  and remain in full force and effect on the date of the
certificate,  together  with an  incumbency  certificate  containing  the names,
titles, and genuine signatures of all duly elected officers of each of Borrower,
Pledgor  and,  Guarantor,  respectively,  as of  the  date  of  this  Agreement,
accompanied by a certificate from an appropriate officer that the information is
true and complete;

            (e) UCC-1  Financing  Statements  covering the  Collateral  and such
other  instruments  as  necessary  to insure  Bank a  perfected  first  security
interest in the Collateral, subject only to those matters approved by Bank; and

            (f)   such additional supporting documents as Bank may request.


                      SECTION 6.  AFFIRMATIVE COVENANTS.

      Each of Borrower and Pledgor covenants and agrees as follows from the date
of this  Agreement  until payment in full of all present or future  indebtedness
hereunder and termination


                                      13

<PAGE>



of all present or future credit facilities  established  hereunder,  unless Bank
shall otherwise consent in writing:

      6.1  FINANCIAL REPORTS AND OTHER INFORMATION.  Borrower  will  deliver or
cause to be delivered to Bank the following:

            (a) As soon as  practicable  and in any event within sixty (60) days
after the end of each fiscal quarter, other than the last quarter of each fiscal
year: (i) a consolidated and  consolidating  balance sheet as of the last day of
such quarter and the related consolidated and consolidating  statement of income
for such quarter and cumulative year-to-date for Borrower, setting forth in each
case in comparative form figures for the  corresponding  period in the preceding
fiscal year,  all in  reasonable  detail and  satisfactory  in scope to Bank and
certified by the chief financial  officer of Borrower as to the fairness of such
financial  statements  and that the same have been prepared in  accordance  with
Generally Accepted Accounting  Principles applied on a Consistent Basis, subject
to changes resulting from normal,  recurring year-end adjustments;  and (ii) the
Borrower's Form 10-Q Quarterly  Report as filed with the Securities and Exchange
Commission;

            (b) As soon as practicable  and in any event within one hundred five
(105)  days  after  the end of  each  fiscal  year:  (i)  the  consolidated  and
consolidating  balance sheet of Borrower as of the end of such fiscal year,  and
related  consolidated  and  consolidating  statements of income,  and changes in
financial  position  for  such  fiscal  year,  setting  forth  in  each  case in
comparative  form figures for the  corresponding  period in the preceding fiscal
year, all in reasonable  detail and  satisfactory in scope to Bank and certified
by and  containing  an  unqualified  opinion  of  Ernst & Young,  LLP,  or other
independent   certified  public  accountants  of  recognized  national  standing
selected by Borrower and satisfactory to Bank; and (ii) the Borrower's Form 10-K
Annual Report as filed with the Securities and Exchange Commission;

            (c) Together  with each  delivery of those items  required by clause
(a) above, a certificate  executed by the chief  financial  officer of Borrower,
containing   computations  in  reasonable  detail  indicating   compliance  with
Subsection  6.15, and stating that to the best of the officer's  knowledge,  (i)
Borrower has kept,  observed,  performed,  and fulfilled each and every material
agreement binding on it contained in the Loan Documents,  and is not at the time
in default of the keeping, observance, performance, or fulfillment of any of the
terms,  provisions,  and  conditions  thereof,  and (ii)  none of the  Events of
Default  or  events  which  upon  notice  or the  lapse  of time  or both  would
constitute  Events of Default has occurred (or  specifying all such defaults and
events of which he may have  knowledge  and what  actions  Borrower is taking or
proposes to take with respect thereto);

            (d)  Within  ten (10)  days  after  receipt  thereof,  copies of any
management  audit  letters or other  communications  provided to Borrower by the
independent  certified  public  accountant  who  prepared  Borrower's  financial
statements;

            (e) As soon as  practicable  and in any event  within  ten (10) days
after the  filing  thereof  with the  Internal  Revenue  Service,  copies of the
complete  Internal  Revenue  Service tax returns of Borrower  for each  calendar
year;



                                      14

<PAGE>



            (f) With reasonable  promptness,  such additional financial or other
data (including but not limited to consolidating  financial  statements) as Bank
may from time to time reasonably request.

      Bank is hereby authorized to deliver a copy of any financial statements or
any other  information  relating to the  business,  operations,  properties,  or
financial  condition  of Borrower  which may be  furnished  to it or come to its
attention pursuant to the Loan Documents or otherwise, to any regulatory body or
agency having jurisdiction over Bank or to any Person which shall, or shall have
the right or obligation to, succeed to all or any part of Bank's interest in the
Loan Documents.

      6.2  PAYMENT OF  INDEBTEDNESS  TO BANK;  PERFORMANCE  OF OTHER  COVENANTS;
PAYMENT OF OTHER OBLIGATIONS.  (a) Borrower will make full and timely payment of
the principal of and interest on the indebtedness  owed hereunder;  (b) Borrower
will  duly  comply  with  all the  terms  and  covenants  contained  in the Loan
Documents;  and (c)  Borrower  will make full and  timely  payment  of all other
indebtedness of Borrower to Bank, whether now existing or hereafter arising.

      6.3  CONDUCT OF  BUSINESS; MAINTENANCE  OF EXISTENCE  AND RIGHTS.  Each of
Borrower  and  Pledgor  will do or  cause  to be done all  things  necessary  to
preserve and to keep in full force and effect its corporate existence and rights
and  privileges  as a corporation  and its  franchises,  licenses,  trade names,
patents,  trademarks, and permits which are necessary for the continuance of its
business,  and continue to engage  principally in the business that it currently
operates.

      6.4  MAINTENANCE  OF PROPERTY.  Each of Borrower and Pledgor will maintain
its  property  in good  condition  and repair and,  from time to time,  make all
necessary  and  proper   repairs,   renewals,   replacements,   additions,   and
improvements  thereto,  so that the  business  carried  on may be  properly  and
advantageously  conducted  at all  times in  accordance  with  prudent  business
management.

      6.5  RIGHT OF  INSPECTION; DISCUSSIONS.  Each of Borrower and Pledgor will
permit any Person designated by Bank to visit and inspect any of its properties,
corporate books, records, papers, and financial reports, including the making of
any  copies  thereof  and  abstracts  therefrom,  and to  discuss  its  affairs,
finances, and accounts with its principal officers, all at such reasonable times
and as often as Bank may reasonably  request.  Each of Borrower and Pledgor will
also permit Bank, or its designated representative,  to audit or appraise any of
its assets or financial and business records.

      6.6  NOTICES. Borrower or Pledgor will promptly give notice to Bank of:

            (a) The  occurrence  of any  default or Event of  Default  (or event
which would  constitute  a default or Event of Default  but for the  requirement
that  notice be given or time  elapse  or both)  hereunder,  in which  case such
notice shall specify the nature thereof,  the period of existence  thereof,  and
the action that Borrower or Pledgor proposes to take with respect thereto;



                                      15

<PAGE>



            (b) the occurrence of any material casualty to any material facility
of  Borrower  or  Pledgor  or  any  other  force  majeure  (including,   without
limitation,  any strike or other labor  disturbance)  materially  affecting  the
operation  or value of any such  facility,  and whether or not such  casualty or
force majeure is covered by insurance; and

            (c) the  commencement or any material change in the nature or status
of any litigation,  dispute, or proceeding that may involve a claim for damages,
injunctive relief,  enforcement,  or other relief pending, being instituted,  or
threatened by, against,  or involving Borrower or Pledgor, or the institution of
any attachment,  levy,  execution,  or other process by or against any assets of
Borrower or Pledgor,  which might materially impair the conduct of Borrower's or
Pledgor's business or might materially adversely affect financially or otherwise
its business, operations, properties, condition, or prospects.

      6.7  PAYMENT OF TAXES; LIENS.  Each of Borrower  and Pledgor  will pay, or
cause to be paid,  when due,  subject to any  permitted  extensions,  all taxes,
assessments,  and other  governmental  charges  which may  lawfully be levied or
assessed  (a) upon its income or profits;  (b) upon any of its  property,  real,
personal  or mixed,  or upon any part  thereof;  or (c) by  reason  of  employee
benefit plans sponsored by it, and will also pay, or cause to be paid, when due,
subject to any permitted extensions,  any lawful claims for labor,  material, or
supplies  which,  if unpaid,  might  become a lien or charge  against any of its
property;  provided,  however, neither Borrower nor Pledgor shall be required to
pay any such tax,  assessment,  charge,  levy,  or claim so long as the validity
thereof shall be actively contested in good faith by appropriate proceedings and
Borrower or Pledgor,  as applicable,  shall have set aside on its books adequate
reserves   (determined  in  accordance   with  Generally   Accepted   Accounting
Principles) with respect to any such tax, assessment,  charge, levy, or claim so
contested; but provided further that any such tax, assessment,  charge, levy, or
claim shall be paid forthwith upon the  commencement of proceedings to foreclose
any lien securing the same.

      6.8  INSURANCE  OF  PROPERTIES.  Each  Borrower  and Pledgor will keep its
business and properties insured at all times by insurance  companies  acceptable
to Bank against the risks for which provision for such insurance is usually made
by other Persons engaged in a similar  business  similarly  situated  (including
without  limitation  insurance for fire and other hazards and insurance  against
liability  on account of damage to persons or property and  insurance  under all
applicable workman's compensation laws) and to the same extent thereto and carry
such other types and  amounts of  insurance  as are  usually  carried by Persons
engaged in the same or a similar business similarly  situated,  and upon request
deliver to Bank a certificate  from the insurer  setting forth the nature of the
risks covered by such  insurance,  the amount carried with respect to each risk,
and the name of the insurer.

      6.9  TRUE  BOOKS.  Each of Borrower and Pledgor  will keep proper and true
books of record and account,  satisfactory  to Bank,  in which full,  true,  and
correct entries will be made of all of its material  dealings and  transactions,
and  establish  on its books  such  reserves  as may be  required  by  Generally
Accepted Accounting Principles with respect to all taxes, assessments,  charges,
levies, and claims referred to in Subsection 6.7 hereof, and with respect to its
business in general,  and will include  such  reserves in any interim as well as
year-end financial statements.



                                      16

<PAGE>



      6.10  OBSERVANCE OF LAWS. Each of Borrower and Pledgor will conform to and
duly  observe  all  laws,  regulations,  and  other  valid  requirements  of any
governmental authority with respect to the conduct of its business.

      6.11  FURTHER ASSURANCES.  At its cost and expense,  upon request of Bank,
each of Borrower  and Pledgor  will duly execute and deliver or cause to be duly
executed and delivered to Bank such further  instruments or documents and do and
cause to be done such further acts as may be  reasonably  necessary or proper in
the opinion of Bank to carry out more effectively the provisions and purposes of
this Agreement.

      6.12  ERISA BENEFIT PLANS.  Borrower will comply with all  requirements of
ERISA applicable to it and will not materially increase its liabilities under or
violate  the terms of any  present  or future  benefit  plans  maintained  by it
without the prior  approval of Bank.  Borrower  will  furnish to Bank as soon as
possible  and in any event  within 10 days after  Borrower  or a duly  appointed
administrator  of a plan (as defined in ERISA)  knows or has reason to know that
any reportable event, funding deficiency,  or prohibited transaction (as defined
in ERISA)  with  respect  to any plan has  occurred,  a  statement  of the chief
financial  officer of Borrower  describing in reasonable  detail such reportable
event,  funding  deficiency,  or  prohibited  transaction  and any action  which
Borrower  proposes to take with  respect  thereto,  together  with a copy of the
notice of such event given to the Pension  Benefit  Guaranty  Corporation or the
Internal  Revenue Service or a statement that said notice will be filed with the
annual report of the United States Department of Labor with respect to such plan
if such filing has been authorized.

      6.13  WITHHOLDING TAXES.  Each of  Borrower and  Pledgor will  pay, as and
when due, all  employee  withholding, FICA, and  other tax  payments required by
federal, state, and local governments with respect to wages paid to employees.

      6.14  CHANGE  OF NAME,  PRINCIPAL  PLACE OF  BUSINESS,  OFFICE,  OR AGENT.
Borrower  or Pledgor  will  notify Bank of any change in the name of Borrower or
Pledgor,  the  principal  place of business  of Borrower or Pledgor,  the office
where the books and records of  Borrower  or Pledgor are kept,  or any change in
the  registered  agent of  Borrower  or Pledgor  for the  purposes of service of
process.

      6.15  FINANCIAL COVENANTS.  Borrower  will, in  accordance  with Generally
Accepted Accounting Principles applied on a Consistent Basis, maintain:

            (a) A Total  Funded  Debt to  Tangible  Net Worth ratio less than or
equal to 0.75 to 1.0 determined on a quarterly basis.

            (b) A Total Funded Debt to EBITDA ratio less than or equal to 4.0 to
1.0,  determined on a trailing twelve (12) month basis at the end of each fiscal
quarter of Borrower.

            (c) Tangible Net Worth  determined on a quarterly basis greater than
or equal to the sum of $30,000,000.00,  plus the cumulative sum of fifty percent
(50%) of  Borrower's  consolidated  net  income  for the  quarter  in which such
determination is made.



                                      17

<PAGE>



            (d) A Debt Service  Coverage  Ratio  greater than or equal to 1.3 to
1.0,  determined on a trailing twelve (12) month basis at the end of each fiscal
quarter of Borrower.

            (e)  A   minimum   working   capital   greater   than  or  equal  to
$6,000,000.00, determined on a quarterly basis.

      6.16  DEPOSITORY RELATIONSHIP. Each of Borrower and Pledgor shall maintain
all of its [PRINCIPAL] depository accounts with Bank.


                        SECTION 7.  NEGATIVE COVENANTS.

      Each of Borrower and Pledgor covenants and agrees as follows from the date
of this  Agreement  until payment in full of all present or future  indebtedness
hereunder and termination of all present or future credit facilities established
hereunder, unless Bank shall otherwise consent in writing:

      7.1  OTHER  INDEBTEDNESS.  Borrower  will  not,  directly  or  indirectly,
create, incur,  assume,  or permit to exist any  indebtedness for borrowed money
except: (a) indebtedness  to Bank; (b) capital lease  obligations  and equipment
loans incurred in the ordinary course of business,  and other financing,  all on
terms satisfactory  to  Bank,  to  finance capital expenditures and acquisitions
permitted under  Section 7.6 hereof,  provided that such  indebtedness  shall be
incurred within  90  days  after  the making of the capital  expenditures or the
consummation of such acquisitions financed thereby.

      7.2  LIMITATIONS ON MORTGAGES, LIENS,  ETC.  Neither  Borrower nor Pledgor
will,  directly or indirectly,  create,  incur,  assume,  or suffer or permit to
exist  any  mortgage,  pledge,  lien,  security  interest,  or other  charge  or
encumbrance  (including  the lien or retained  security  title of a  conditional
vendor  or  lessor)  upon or with  respect  to any of its  assets,  or assign or
otherwise convey any right to receive income,  except: (a) mortgages or security
interests  in favor of Bank;  (b)  liens now  existing  and in such  amounts  as
described in Schedule 7.2 attached hereto;  (c) with respect to Borrower,  liens
or security interests securing the indebtedness described in Section 7.1.

      7.3 GUARANTIES. Neither Borrower nor Pledgor will, directly or indirectly,
guarantee,  assume,  endorse,  become a surety or  accommodation  party for,  or
otherwise in any way extend credit or become responsible for or remain liable or
contingently  liable in connection with any indebtedness or other obligations of
any other Person or entity except guaranties and endorsements made in connection
with the deposit of  negotiable  instruments  and other items for  collection or
credit in the ordinary course of business.

      7.4  MERGER,  SALE  OF  ASSETS,  DISSOLUTION,  ETC.  Neither  Borrower nor
Pledgor  will,  directly  or  indirectly:  (a) enter  into  any  transaction  of
merger  or  consolidation (unless  Borrower  is  the  surviving entity, in which
event, Borrower will provide Bank at least thirty (30) days prior written notice
thereof);  (b) transfer, sell, assign, lease, or otherwise  dispose of  all or a
substantial part of  its  properties  or  assets;  (c)  transfer,  sell, assign,
discount,  lease, or otherwise dispose of any of its notes or other instruments,
accounts receivable, or contract rights with or


                                      18

<PAGE>



without recourse,  except for collection in the ordinary course of business,  or
any assets or properties  necessary or desirable  for the proper  conduct of its
business;  (d)  change the scope or nature of its  business;  (e) enter into any
arrangement,  directly or indirectly, with my Person whereby Borrower or Pledgor
shall sell or transfer any  property,  real or  personal,  used or useful in its
business,  whether now owned or hereafter acquired, and thereafter rent or lease
such property which  Borrower or Pledgor  intends to use for  substantially  the
same purpose or purposes as the property being sold or  transferred;  (f) invest
in, acquire assets or stock of,  transfer any assets to, or do business  through
any Subsidiary not described in Subsection 4.1 hereof;  (g) wind up,  liquidate,
or dissolve itself or its business; or (h) agree to any of the foregoing.

      7.5  PROHIBITIONS  ON  DIVIDENDS,  REDEMPTIONS,  DISTRIBUTIONS  AND  OTHER
PAYMENTS.  Without Bank's prior written consent, which shall not be unreasonably
withheld,  neither Borrower nor Pledgor will,  directly or indirectly,  declare,
allocate or pay any dividends  (other than  dividends  payable  solely in common
stock) on any  shares  of stock of any  class of  Borrower  or  Pledgor,  now or
hereafter outstanding,  or purchase,  redeem, or otherwise acquire or retire any
shares of stock of any class of Borrower or Pledgor or apply or set apart any of
its assets therefor or make any other  distribution (by redemption of capital or
otherwise) in respect of any such shares, or agree to do any of the foregoing in
an aggregate amount.

      7.6  CAPITAL  EXPENDITURES; ACQUISITIONS.  Borrower will not,  directly or
indirectly,  make or commit  to make  payments  for:  (a)  capital  expenditures
(including  capital leases) which would exceed  $13,000,000.00  in the aggregate
paid  in  any  fiscal  year,  such  capital  expenditures  to be  determined  in
accordance with Generally Accepted Accounting Principles applied on a Consistent
Basis; or (b) acquisitions of businesses which would exceed $5,000,000.00 in the
aggregate paid in any fiscal year.

      7.7  REGULATION U.  Neither  Borrower  nor Pledgor will permit any part of
the proceeds of the loan or loans made  pursuant  to this  Agreement  to be used
to purchase  or  carry  or to reduce or retire any loan  incurred to purchase or
carry any  margin  stock  (within  the  meaning of  Regulation U of the Board of
Governors of  the Federal  Reserve System) or to extend credit to others for the
purpose of purchasing  or  carrying  any such  margin  stock,  or to be used for
any  other purpose  which  violates,  or which would  be inconsistent  with, the
provisions of Regulation  U or other  applicable  regulation.  Each of  Borrower
and  Pledgor covenants  that it  is  not  engaged  and will not  become  engaged
as one of its principal  or  important activities  in  extending  credit for the
purpose of purchasing or carrying such margin stock. If requested by  Bank, each
of Borrower  and  Pledgor  will  furnish  to Bank in connection with any loan or
loans hereunder, a statement  in  conformity  with the  requirements  of Federal
Reserve  Form  U-1  referred  to  in  said  regulation.  In  addition,  each  of
Borrower  and Pledgor covenants  that  no  part of  the  proceeds of the loan or
loans  hereunder  will be used for the  purchase of commodity  future  contracts
(or margins  therefor for  short  sales)  for any  commodity  not  required  for
the  normal  raw  material inventory of Borrower or Pledgor.



                                      19

<PAGE>



      7.8  MANAGEMENT.  Borrower will not,  directly or indirectly,  permit more
than one of the following persons to change their position with Borrower:

                        Chief Executive Officer--Wesley T. O'Brien
                        Chief Operating Officer--Rudolph McGlashan
                        Chief Financial Officer--William A. Paquin

      7.9  INSIDER  TRANSACTIONS.  Except  with  respect to Borrower's relations
with Warburg Pincus Investors, LLP, neither Borrower nor Pledgor will,  directly
or indirectly,  purchase,  acquire,  or  lease any property or services from, or
sell,  provide,  or  lease any property or services to, or otherwise  deal with,
in  the ordinary  course  of  business  or  otherwise,  (i) any  stockholder  or
(ii) any business entity, corporation,  partnership, or  association  in which a
stockholder owns  a  controlling  interest, except upon terms and conditions not
less  favorable  to  Borrower  or  Pledgor,  as  applicable,  than  if  no  such
relationship existed.

      7.10  LOANS TO OFFICERS,  STOCKHOLDERS, EMPLOYEES, ETC.  Neither  Borrower
nor Pledgor  will,  directly  or  indirectly,  lend  or  advance  or  permit  to
be  outstanding  any  loans  or  advances  of  money,  credit,  or  property  to
officers,  stockholders,  employees,  agents,  or  consultants  of  Borrower  or
Pledgor (other than travel advances  in  the  ordinary  course of business) in a
aggregate  amount in  excess  of  an  aggregate  amount of  $100,000.00 for each
fiscal year.

      7.11  CHANGES IN GOVERNING  DOCUMENTS,  ACCOUNTING  METHODS,  FISCAL YEAR.
Neither  Borrower  nor  Pledgor  will  amend  in any  respect  its  articles  of
incorporation  or bylaws from that in existence on the date of this Agreement or
change its accounting  methods or practices,  its  depreciation  or amortization
policy or rates, or its fiscal year end from that in existence as of the date of
the financial  statements  provided to Bank  pursuant to Subsection  6.1 hereof,
except as  required  to comply with law or with  Generally  Accepted  Accounting
Principles.


                          SECTION 8.  EVENTS OF DEFAULT.

      The following events shall constitute "Events of Default" hereunder.

      8.1  PAYMENT OF OBLIGATIONS UNDER LOAN  DOCUMENTS.  Borrower fails to make
payment of any principal, interest, or other amount due on any indebtedness owed
Bank  under the Loan  Documents,  or fails to make any other  payment to Bank as
contemplated thereunder either by the terms hereof or otherwise.

      8.2  REPRESENTATION  OR WARRANTY.  Any  representation or warranty made by
Borrower,  Pledgor,  or any other Person  herein or in any writing  furnished in
connection with or pursuant to the Loan Documents,  or any report,  certificate,
financial statement, or other information provided by Borrower,  Pledgor, or any
other Person to Bank in connection with or pursuant to the Loan Documents, shall
be false or  misleading  in any  material  respect on the date when made or when
deemed made.

      8.3   COVENANTS UNDER THE LOAN DOCUMENTS.  Borrower, Pledgor, or any other
Person fails  to  fully  and  promptly perform when due any agreement, covenant,
term, or condition binding


                                        20

<PAGE>



on it contained in this  Agreement  or any other Loan  Document,  or otherwise a
part of the transactions covered hereby.

      8.4  OTHER  DEFAULTS  UNDER  THE  LOAN  DOCUMENTS.  A  default or event of
default occurs  under any other Loan  Document,  other than with  respect to any
matters described in Subsection 8.1, 8.2, or 8.3 above.

      8.5  CROSS-DEFAULT. A default or event of default occurs under any present
or future  indebtedness of Borrower or Pledgor to Bank not evidenced by the Loan
Documents or a default or event of default occurs under any guaranty or security
document  executed by any Person in  connection  therewith.  An Event of Default
hereunder shall constitute a default under any such indebtedness,  guaranty,  or
security document.

      8.6  PAYMENT,  PERFORMANCE,  OR  DEFAULT  OF OTHER  MONETARY  OBLIGATIONS.
Borrower  or Pledgor  fails to make  payment on any  contract  obligation  or of
principal or interest on any indebtedness other than that created under the Loan
Documents or otherwise  owed to Bank,  or Borrower or Pledgor fails to fully and
promptly perform any other material  obligation,  agreement,  term, or condition
contained in any agreement under which any such other indebtedness is created or
there is otherwise a default or event of default thereunder.

      8.7  OTHER  COVENANTS OR DEFAULTS  TO BANK OR OTHERS.  Borrower or Pledgor
fails to fully and promptly perform when due any material  agreement,  covenant,
term,  or condition  binding on it contained  in any lease,  contract,  or other
agreement to which it is a party or in respect of which it is  obligated,  other
than the Loan Documents and other than those containing monetary obligations (as
described in Subsections  [8.5 and 8.6] above),  or there is otherwise a default
or event of default thereunder.

      8.8  LIQUIDATION;   DISSOLUTION;  BANKRUPTCY;  ETC.  Borrower  or  Pledgor
liquidates,  dissolves,  or becomes  incompetent,  the  business  of Borrower is
suspended;  Borrower or Pledgor files or commences a voluntary  petition,  case,
proceeding, or other action seeking reorganization, arrangement, readjustment of
its  debts,  or any  other  relief  under  any  existing  or  future  law of any
jurisdiction,  domestic or foreign,  state or federal,  relating to  bankruptcy,
insolvency,  reorganization,  or relief of debtors, or Borrower or Pledgor takes
any other action indicating its consent to, approval of, or acquiescence in, any
such petition,  case,  proceeding,  or other action seeking to have an order for
relief entered with respect to it or its debts; Borrower or Pledgor applies for,
or consents  to or  acquiescence  in, the  appointment  of a receiver,  trustee,
custodian,  or other  similar  official  for Borrower or Pledgor or for all or a
substantial  part of its property;  Borrower or Pledgor makes an assignment  for
the benefit of  creditors;  or Borrower or Pledgor is unable to pay its debts as
they mature or admits in writing its inability to pay its debts as they mature.

      8.9  INVOLUNTARY   BANKRUPTCY;   ETC.  An  involuntary   petition,   case,
proceeding,  or other action is commenced  against Borrower or Pledgor under the
Bankruptcy  Code or seeking  reorganization,  arrangement,  readjustment  of its
debts, or any other relief under any existing or future law of any jurisdiction,
domestic or  foreign,  state or federal,  relating  to  bankruptcy,  insolvency,
reorganization,  or relief of debtors; a receiver,  trustee, custodian, or other
similar official is  involuntarily  appointed for Borrower or Pledgor or for all
or a  substantial  part of Borrower's  or Pledgor's  property or assets;  or any
case, proceeding, or other action seeking issuance


                                        21

<PAGE>



of a warrant of attachment, execution, distraint, or similar process against all
or a substantial  part of Borrower's or Pledgor's  assets or property results in
the entry of an order for such relief.

      8.10  JUDGMENTS. A judgment is entered against Borrower or Pledgor for the
payment  of  damages  or  money in  excess  of  $500,000.00,  if the same is not
discharged  or if a writ of execution or similar  process is issued with respect
thereto and is not stayed  within the time  allowed by law for filing  notice of
appeal of the final judgment.

      8.11  ATTACHMENT,  GARNISHMENT, LIENS IMPOSED BY LAW. A writ of attachment
or garnishment is issued  against,  or a lien is imposed by operation of law on,
any property of Borrower or Pledgor,  if the amount of the claim or the value of
the affected property is in excess of $500,000.00, if the lien is not discharged
within thirty (30) days after it has attached.

      8.12  CORPORATE  EXISTENCE,  TRANSFER  OF  PROPERTY.  Any act or  omission
(formal or  informal)  of Borrower  or Pledgor or its  officers,  directors,  or
shareholders leading to, or resulting in, the termination, invalidation (partial
or total),  revocation,  suspension,  interruption,  or  unenforceability of its
corporate existence,  rights, licenses,  franchises, or permits, or the transfer
or disposition  (whether by sale, lease, or otherwise) to any Person of all or a
substantial part of its property.

      8.13  ADVERSE CHANGE.  Bank determines that a material adverse change  has
occurred in the financial condition of Borrower or Pledgor from the condition in
existence on the date hereof.

      8.14  BANK  INSECURE  AS TO  REPAYMENT.  Bank  deems  itself  insecure  of
repayment of debt created hereunder to Bank by Borrower or Bank believes in good
faith  that  the  prospect  of  payment  by  Borrower  of all or any part of any
indebtedness  owed to Bank or that the  performance of any of the obligations of
Borrower to Bank is materially impaired.

      8.15  INVALIDITY OF SECURITY  INTEREST AND LIENS;  TRANSFER OF COLLATERAL.
For any reason after the execution and delivery thereof,  any document delivered
pursuant hereto that creates,  or was intended to create,  a security  interest,
mortgage, or other lien to secure indebtedness created hereunder ceases to be in
full force and effect,  or the liens intended to be created  thereby cease to be
or are not valid and  perfected  (so long as Bank does not permit the  Financing
Statement  to lapse)  first liens  subject to no other liens except as expressly
permitted  herein, or the party executing such document contests the validity or
enforceability  thereof or the lien  created  thereby,  or a security  interest,
mortgage,  or lien is granted in the collateral (except in favor of Bank) or any
collateral  covered  thereby is  transferred to another Person without the prior
written consent of Bank.

      8.16  INVALIDITY  OF  GUARANTY.  For any reason  after the  execution  and
delivery  thereof,  any document that gives rise to or was intended to give rise
to a guaranty of the indebtedness  created  hereunder ceases to be in full force
and effect,  or the party  executing  such  document  contests  the  validity or
enforceability  of its  Guaranty or denies that it has  further  liability  with
respect to any portion  thereof,  including  without  limitation with respect to
future loans.



                                        22

<PAGE>




                     SECTION 9.  RIGHTS AND REMEDIES OF BANK.

      9.1  REMEDIES AVAILABLE  UNDER LOAN  DOCUMENTS AND  OTHERWISE.  Bank shall
have, in addition to the rights and remedies contained in this Agreement and the
other Loan  Documents,  all of the rights and remedies of a creditor and, to the
extent applicable,  of a secured party, now or hereafter  available at law or in
equity.  Bank may,  at its option,  exercise  any one or more of such rights and
remedies  individually,  partially,  or in any  combination  from  time to time,
including,  to the  extent  applicable,  before  the  occurrence  of an Event of
Default.  No right,  power, or remedy  conferred upon Bank by the Loan Documents
shall be exclusive of any other right,  power,  or remedy referred to therein or
now or hereafter available at law or in equity.

      9.2  REMEDIES UPON EVENT OF DEFAULT.  Without  limiting  the generality of
the foregoing, if an Event of Default shall occur:  (a) All  commitments of Bank
to make advances shall  terminate;  (b) Bank may declare the  indebtedness  owed
to Bank by  Borrower  hereunder  and any or all of any other  indebtedness  owed
by Borrower to Bank,  whether  direct or  indirect,  contingent  or certain,  to
be accelerated  and  due  and  payable  at  once,  whereupon  such indebtedness,
together with  interest  thereon,  shall  forthwith  become due and payable, all
without presentment,  demand,  protest,  or other  notice of any kind from Bank,
all  of  which  are  hereby  expressly  waived;  and (c) Bank may  proceed to do
other all  things  provided  by law,  equity,  or contract to enforce its rights
under such indebtedness and to collect all amounts owing to Bank.


                            SECTION 10.  MISCELLANEOUS

      10.1  LIENS; SET-OFF.  Borrower hereby grants to Bank a continuing lien to
secure all indebtedness of Borrower to Bank whether created hereunder,  pursuant
hereto,  or otherwise upon any and all monies,  securities and other property of
Borrower and the proceeds  thereof,  now or hereafter  held or received by or in
transit  to,  Bank  from or for  Borrower,  and also  upon any and all  deposits
(general  or  special)  and credits of  Borrower,  if any, at Bank,  at any time
existing. Upon the occurrence of any Event of Default, Bank is hereby authorized
at any time and from  time to time,  without  notice  to  Borrower,  to set off,
appropriate,  and apply any or all items  hereinabove  referred  to against  all
indebtedness  of Borrower  owed to Bank,  whether  under the Loan  Documents  or
otherwise,  whether now existing or hereafter  arising.  Bank shall be deemed to
have  exercised  such right of set-off  and to have made a charge  against  such
items  immediately upon the occurrence of such Event of Default although made or
entered on its books subsequent thereof.

      10.2  PAYMENT OF EXPENSES, INCLUDING  ATTORNEYS' FEES AND TAXES.  Borrower
agrees:  (a) to pay or  reimburse  Bank  for all its  reasonable  and  customary
out-of-pocket  costs and expenses  incurred in connection with the  preparation,
negotiation,  execution,  and delivery  of, and any  amendment,  supplement,  or
modification  to,  or waiver  or  consent  under,  the Loan  Documents,  and the
consummation  of  the  transactions  contemplated  thereby,  including,  without
limitation,  the reasonable and customary fees and  disbursements of counsel for
Bank,  taxes, and all recording or filing fees; (b) to pay or reimburse Bank for
all of its costs and expenses  incurred in connection  with the  administration,
supervision,  collection,  or enforcement of, or the  preservation of any rights
under,  the  Loan  Documents,   including,  without  limitation,  the  fees  and
disbursements  of counsel for Bank,  including  attorneys' fees out of court, in
trial, on appeal, in bankruptcy proceedings, or


                                        23

<PAGE>



otherwise;  (c) without limiting the generality of provision (a) hereof,  to pay
or reimburse  Bank for, and indemnify and hold Bank harmless  against  liability
for, any and all documentary  stamp taxes,  non-recurring  intangible  taxes, or
other taxes,  together with any interest,  penalties,  or other  liabilities  in
connection  therewith,  that Bank now or hereafter  determines  are payable with
respect to the Loan Documents,  the obligations evidenced by the Loan Documents,
any advances under the Loan Documents,  and any guaranties or mortgages or other
security instruments;  and (d) to pay, indemnify and hold Bank harmless from and
against any and all other liabilities,  obligations, losses, damages, penalties,
actions,  judgments,  suits,  costs,  expenses,  or disbursements of any kind or
nature  whatsoever  with  respect  to  the  execution,  delivery,   enforcement,
performance,  and  administration of the Loan Documents.  The agreements in this
Subsection  shall survive  repayment of all other amounts  payable  hereunder or
pursuant  hereto,  now or in the future,  and shall be secured by all collateral
that secures the loan or loans described herein.

      10.3   NOTICES.    Unless   otherwise   expressly   agreed   herein,   and
notwithstanding  any  provisions  to the  contrary  contained  in the other Loan
Documents,  all  notices,  requests,  and demands to or upon the parties  hereto
pursuant  to any Loan  Document  shall be deemed to have been given or made when
delivered  by  hand  or  by  courier  service,  when  provided  to a  nationally
recognized  overnight delivery service for overnight delivery,  when transmitted
to a  receiving  telecopier,  or three days after  deposit in the mail,  postage
prepaid by registered or certified mail, return receipt requested,  addressed as
follows or to such other  address as may be hereafter  designated  in writing by
one party to the other:

                Borrower:     TresCom International, Inc.
                              200 East Broward Boulevard
                              Fort Lauderdale, Florida 33301
                                Telecopy: (954) 627-6497
                                Attention: Angelina M. Spoto

                Pledgor:      TresCom U.S.A., Inc.
                              200 East Broward Boulevard
                              Fort Lauderdale, Florida 33301
                                Telecopy: (954) 627-6497
                                Attention: Angelina M. Spoto

                Bank:         SunTrust Bank, South Florida, N.A.
                              SunTrust Center, 7th Floor
                              501 East Las Olas Boulevard
                              Ft. Lauderdale, Florida 33301
                                Telecopy: (954) 765-7310
                                Attention: Russell E. Burnette

      10.4  GOVERNING LAW. The validity, interpretation,  and enforcement of the
Loan Documents and the rights and obligations of the parties  thereto,  shall be
governed by, and construed and  interpreted in accordance  with, the laws of the
State of Florida  excluding  those laws relating to the  resolution of conflicts
between laws of different jurisdictions.



                                        24

<PAGE>



      10.5  VENUE; PERSONAL JURISDICTION.  In  any litigation in connection with
or to enforce  any of the Loan  Documents,  Borrower  irrevocably  consents  to
and confers  personal  jurisdiction  on the  courts of the State of  Florida  or
the United States courts located within the State of Florida,  expressly  waives
any objections  as  to  venue in  any of such courts, and agrees that service of
process may  be  made  on  Borrower  by  mailing  a  copy  of  the  summons  and
complaint  by  registered  or  certified  mail, return receipt requested, to the
address  set  forth  herein  (or  otherwise  expressly  provided  in   writing).
Nothing contained herein shall,  however,  prevent Bank from bringing any action
or  exercising  any  rights  within  any  other state or  jurisdiction  or  from
obtaining  personal jurisdiction by any other means available by applicable law.

      10.6  SEVERABILITY AND ENFORCEABILITY OF PROVISIONS. In the event that any
one or more of the provisions of the Loan Documents is determined to be invalid,
illegal,  or unenforceable in any respect as to one or more of the parties,  all
remaining  provisions  nevertheless  shall remain  effective  and binding on the
parties thereto and the validity, legality, and enforceability thereof shall not
be affected or impaired  thereby.  If any such  provision is held to be illegal,
invalid,  or  unenforceable,  there  will be  deemed  added  in lieu  thereof  a
provision as similar in terms to such  provision as is possible,  that is legal,
valid, and  enforceable.  To the extent permitted by applicable law, the parties
hereby  waive any law that  renders  any such  provision  invalid,  illegal,  or
unenforceable in any respect.

      10.7  COUNTERPARTS;   FACSIMILE  SIGNATURES;   EFFECTIVE  DATE.  The  Loan
Documents and any amendments,  waivers,  consents,  or supplements hereto may be
signed  in  original  counterparts  and  by  facsimile  transmission  of  signed
counterparts,  in any number, each of which shall be deemed an original,  no one
of which need contain all of the signatures of the parties,  and as many of such
counterparts  as shall  together  contain all of the  signatures  of the parties
shall  be  deemed  to  constitute  one and  the  same  instrument.  A set of the
counterparts of this Agreement signed by all parties hereto shall be lodged with
Bank. This Agreement shall become effective upon the receipt by Bank of original
signed  counterparts or facsimile  confirmation  of signed  counterparts of this
Agreement,  each of which shall be deemed an original,  from each of the parties
hereto.

      10.8  NO WAIVER.  No  omission or failure of Bank to exercise and no delay
in exercising by Bank of any  right, power, or  privilege  under any of the Loan
Documents  shall impair such right,  power,  or  privilege,  shall  operate as a
waiver thereof or be construed to be a waiver  thereof;  nor shall any single or
partial exercise of any right, power, or privilege preclude any other or further
exercise thereof or the exercise of any other right, power, or privilege.

      10.9  CUMULATIVE  REMEDIES.  The rights and remedies  provided in the Loan
Documents are cumulative,  and not exclusive of any rights or remedies  provided
by law or in equity, and may be pursued singularly,  successively,  or together,
and may be  exercised  as  often  as the  occasion  therefor  shall  arise.  The
warranties,  representations,  covenants, and agreements made herein and therein
shall be  cumulative,  except in the case of  irreconcilable  inconsistency,  in
which case the provisions of this Agreement shall control.

      10.10  SUCCESSORS AND ASSIGNS.  The  Loan  Documents shall be binding upon
the parties thereto and their respective successors and assigns, and shall inure
to the benefitof the parties thereto, and, to the extent permitted herein, their
respective  successors  and  assigns.  The  terms  and  provisions  of  the Loan
Documents shall inure to the benefit of any assignee or transferee of the Note


                                        25

<PAGE>



or Notes hereunder, and in the event of any such assignment or transfer by Bank,
the rights and privileges therein conferred upon Bank shall automatically extend
to and be vested in such assignee or  transferee,  and Bank shall be relieved of
all liability  thereunder.  The parties to the Loan Documents  (other than Bank)
may not assign any of its rights or obligations under the Loan Documents without
the prior written consent of Bank.

      10.11  RELIANCE UPON,  SURVIVAL OF AND MATERIALITY OF  REPRESENTATIONS AND
WARRANTIES,  AGREEMENTS,  AND COVENANTS.  All  representations  and  warranties,
agreements,  and covenants  made in the Loan  Documents  shall be deemed to have
been  relied  upon by Bank,  notwithstanding  any  investigation  heretofore  or
hereafter made by Bank, and shall survive the execution and delivery of the Loan
Documents  and the making of the loan or loans  herein  contemplated,  and shall
continue  in full force and effect so long as any  indebtedness  is owed to Bank
pursuant  hereto  or so long as there  shall be any  commitment  by Bank to make
loans  hereunder.  All  statements  contained in any  certificate or other paper
delivered to Bank by Borrower, Pledgor, or Guarantor at any time pursuant to the
Loan Documents shall  constitute  representations  and warranties under the Loan
Documents.

      10.12  LEGAL OR GOVERNMENTAL LIMITATIONS.  Anything  contained in the Loan
Documents to the contrary notwithstanding, Bank shall not be obligated to extend
credit or make loans to Borrower in an amount in violation of any limitations or
prohibitions provided by any applicable statute or regulation.

      10.13  WAIVER  OF TRIAL  BY  JURY.  BORROWER,  PLEDGOR,  AND  BANK  HEREBY
KNOWINGLY,  IRREVOCABLY,  VOLUNTARILY,  AND  INTENTIONALLY  WAIVE ANY RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION  BASED ON THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS,  OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS, OR ANY OTHER DOCUMENT EXECUTED IN CONJUNCTION WITH THE
TRANSACTIONS  CONTEMPLATED  THEREUNDER,  OR ANY  COURSE  OF  CONDUCT,  COURSE OF
DEALING,  STATEMENT  (WHETHER  ORAL OR  WRITTEN),  OR ACTION OF ANY PARTY.  THIS
PROVISION  IS A  MATERIAL  INDUCEMENT  FOR BANK TO ENTER  INTO THE  TRANSACTIONS
EVIDENCED HEREBY.                                                           ____
                                                                            ____
                                                                            ____

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed and delivered by their duly authorized  officers as of the day and
year first above written.

                                             BORROWER:

WITNESSES:                                   TRESCOM INTERNATIONAL, INC.
                                             a Florida corporation


/s/ SUSAN C. PILCHER                         By:/s/ WILLIAM A. PAQUIN
-----------------------                         --------------------------
                                                William A. Paquin,
/s/ RUSSELL E. BURNETTE                         Chief Financial Officer
-----------------------





                                        26

<PAGE>



                                             PLEDGOR:

                                             TRESCOM U.S.A., INC.
                                             a Florida corporation


/s/ SUSAN C. PILCHER                         By:/s/ WILLIAM A. PAQUIN
-----------------------                      --------------------------
                                                William A. Paquin,
/s/ RUSSELL E. BURNETTE                         Chief Financial Officer
-----------------------



                                             BANK:

                                             SUNTRUST BANK, SOUTH FLORIDA, N.A.
                                             a Florida corporation


/s/ SUSAN C. PILCHER                         By:/s/ RUSSELL E. BURNETTE
---------------------                           ------------------------
                                                Russell E. Burnette,
/s/ JOHN G. IMMER                               Vice President
---------------------


STATE OF GEORGIA

COUNTY OF FULTON

      Execution of the foregoing instrument was acknowledged before me this 26th
day of November,  1996,  by William A.  Paquin,  as Chief  Financial  Officer of
TresCom   International,   Inc.,  a  Florida  corporation,   on  behalf  of  the
corporation.  He is  either  personally  known  to me or has  produced  FL DL as
identification.

                                             /s/ SUSAN C. PILCHER
                                             -------------------------
                                             Notary Public
                                             Name: SUSAN C. PILCHER
                                                   -------------------

Commission Number: ______                    My Commission Expires:






                                        27

<PAGE>



STATE OF GEORGIA

COUNTY OF FULTON

      Execution of the foregoing instrument was acknowledged before me this 26th
day of November,  1996,  by William A. Paquin,  as President of TresCom  U.S.A.,
Inc.,  a  Florida  corporation,  on  behalf  of the  corporation.  He is  either
personally known to me or has produced FL DL as identification.

                                             /s/ SUSAN C. PILCHER
                                             -------------------------
                                             Notary Public
                                             Name:  SUSAN C. PILCHER
                                                    ------------------

Commission Number: _______                   My Commission Expires:



STATE OF GEORGIA

COUNTY OF FULTON

      Execution of the foregoing instrument was acknowledged before me this 26th
day of November,  1996, by Russell E.  Burnette,  as Vice  President of SunTrust
Bank,  South Florida,  N.A., a national  banking  association,  on behalf of the
association.  He is  either  personally  known  to me or has  produced  FL DL as
identification.

                                             /s/ SUSAN C. PILCHER
                                             ------------------------
                                             Notary Public
                                             Name: SUSAN C. PILCHER
                                                   ------------------

Commission Number: _______                   My Commission Expires:


33043-132
TPA2-381362.5



                                        28

<PAGE>



                                     EXHIBIT A

                            BORROWING BASE CERTIFICATE



<PAGE>



                            BORROWING BASE CERTIFICATE
                                   PURSUANT TO
                            REVOLVING CREDIT AGREEMENT
                             Dated November 26, 1996
                                  by and between
                           TRESCOM INTERNATIONAL, INC.
                             (hereinafter "Borrower")
                                     - and -
                        SUNTRUST BANK, SOUTH FLORIDA, N.A.
                               (hereinafter "Bank")
                          As of ______________, 19____


1)    Total Accounts Receivables                  _____________________________

2)    Domestic Receivables                        _____________________________
            less 90 days past due                 _____________________________
            less ineligibles - 10% Rule           _____________________________
            other ineligibles                     _____________________________

            Total Eligible                        _____________________________

3)    Total Eligible
      Receivables x 70%                           _____________________________

4)    Loan outstandings as of
      _______________________                     _____________________________


5)    Loan Advance Availability
      (3 minus 4)                                 _____________________________





TRESCOM INTERNATIONAL, INC.
BY: _____________________________
TITLE: __________________________



<PAGE>



                                   SCHEDULE 4.1

                                   SUBSIDIARIES


1.    TresCom U.S.A., Inc., a Florida corporation

2.    TresCom Network Services, Inc., a Florida corporation

3.    The St. Thomas and San Juan  Telephone  Co.,  Inc., a U.S. Virgin  Islands
      corporation

4.    Global Telephone Holdings, Inc., a U.S. Virgin Islands corporation

5.    Interisland Telephone Corp., a U.S. Virgin Islands corporation

6.    STSJ Overseas Telephone Company, Inc., a Puerto Rico corporation

7.    OTC Network Assets, a Puerto Rico corporation

8.    Puerto Rico Telecommunications Corporation, a New York corporation

9.    STSJ Network Assets, Inc., a U.S. Virgin Islands corporation

10.   Total Telecommunications, Inc., a Florida corporation



<PAGE>


                                   SCHEDULE 7.2

                                  EXISTING LIENS


1.    Charter Financial

2.    General Electric Capital Corporation


<PAGE>



SUNTRUST BANK, SOUTH FLORIDA, N.A.
P.O. Box 405100
Fort Lauderdale, FL  33340-5100
Tel (954) 467-5000
--------------------------------------------------------------------------------


SUNTRUST

March 11, 1997


Ernst & Young LLP

TO WHOM IT MAY CONCERN:

As a result of noncompliance of TresCom International, Inc.'s tangible net worth
covenant as of December 31, 1996, SunTrust Bank, South Florida,  N.A. has agreed
to amend the  covenant as of  December  31,  1996 with the  following  terms and
conditions:

[1]               Tangible Net Worth, as described in Section 6.15 of the Credit
                  Agreement  dated  November  26,  1996,  will be  amended to be
                  greater than or equal to $22,000,000.00, tested on a quarterly
                  basis,  plus the cumulative sum of fifty (50%) of consolidated
                  net income for the  quarter  in which  such  determination  is
                  made.

[2]               Total Liabilities to Tangible Net Worth covenant will be added
                  which will be less than or equal to 2.0 to 1.0,  determined on
                  a quarterly basis.

[3]               Funding  under the line of credit  will be  continued,  under
                  the terms and conditions of the Credit Agreement dated
                  November 26,  1996, so long as the Company meets its Profit/
                  Loss projections on a quarterly basis,  attached as Exhibit A,
                  by no more than a 10% variance.  The total availability under
                  the  revolving  line of credit will be reduced to $5,000,000
                  from  $7,000,000.  The aggregate  amount of $5,000,000  will
                  include any Standby Letters of Credit outstanding.

[4]               Monthly Financial Statements of TresCom International, Inc.
                  will be required going forward.

Any other  conditions will be governed by the amendment to the Credit  Agreement
prepared by Bank's counsel.

Sincerely,

/s/ Russell E. Burnette

Russell E. Burnette
Vice President
Corporate Banking Division



<PAGE>
EXHIBIT "A"


                               FY97 BUSINESS PLAN

                                  4 QUARTER P&L

                                   (Millions)



<TABLE>
<CAPTION>
                                      Quarter 1        Quarter 2       Quarter 3       Quarter 4       TOTAL
<S>                                   <C>             <C>             <C>            <C>              <C>

Revenue                                $  34.7         $  37.5         $  40.0        $   41.5         $ 153.7

Line Costs                             $  26.4         $  28.5         $  30.4        $   31.5         $ 116.8

Gross Profit                           $   8.3         $   9.0         $   9.6        $   10.0         $  36.9

% Revenue                                 24.0%           24.0%           24.0%           24.0%           24.0%

Selling/General                        $   7.8         $   8.0         $   8.1        $    8.2         $  32.1
Administrative

% Revenue                                 22.5%           21.3%           20.3%           19.8%           20.9%

EBITDA                                 $   0.5         $   1.0         $   1.5        $    1.8         $   4.8

Depreciation/                          $   1.4         $   1.5         $   1.5        $    1.6         $   6.0
Amortization

Interest/Other                         $   0.2         $   0.2         $   0.3        $    0.3         $   1.0

Net Income                             $  (1.1)        $  (0.7)        $  (0.3)       $   (0.1)        $  (2.2)


</TABLE>