TRESCOM INTERNATIONAL, INC.

                            STOCK OPTION AGREEMENT


            AGREEMENT,  dated as of  February 6, 1997,  by and  between  TresCom
International,  Inc., a Florida  corporation (the "Company") and the undersigned
optionee (the "Optionee").

      1.  GRANT OF  OPTIONS.  The  Company  hereby  grants  to the  Optionee  in
accordance  with the  attached  Notice of Stock  Option  Grant  (the  "Notice of
Grant")  options  (the  "Options")  to  purchase a total  number of shares  (the
"Shares") of the Common Stock, $.0419 par value (the "Common Stock"), of TresCom
International,  Inc.  set forth in the Notice of Grant at the "Option  Price Per
Share" set forth in the Notice of Grant (the "Exercise Price").

            If designated as incentive stock options  ("ISOs"),  the Options are
intended to qualify as  "incentive  stock  options" as defined in Section 422 of
the Internal  Revenue Code of 1986, as amended (the  "Code").  To the extent any
Option issued  pursuant to this  Agreement  does not qualify as an ISO under the
Code, such Option shall be considered a nonstatutory  stock option ("NSO") under
the Code.

     2. EXERCISE OF OPTIONS.  The Options shall be exercisable during their term
in accordance with the terms and conditions set forth below:

            (a)   RIGHT TO EXERCISE.

                  (i)  VESTING   SCHEDULE.   Subject  to  Optionee's   continued
employment and the terms of this Agreement and further  subject to early vesting
in the event of a Change in Control  (as  defined in the Stock  Option  Plan (as
hereinafter  defined)),  Options to purchase the Shares shall become  vested and
fully  exercisable  as to 20% of such  Shares  on the first  anniversary  of the
Vesting  Commencement  Date (as defined in the Notice of Grant) and shall become
vested and fully  exercisable  as to an  additional  20% of such  Shares on each
anniversary  of  such  first  anniversary,  such  that  the  Options  are  fully
exercisable five (5) years after the Vesting Commencement Date.

                  (ii) The  Options may not be  exercised  for a fraction of a
share.

                  (iii) In the event of  Optionee's  death,  disability or other
termination of employment,  the  exercisability of the Options shall be governed
by Section 5 below.

                  (iv) In no event may any  Option be  exercised  after the Term
Expiration Date set forth in the Notice of Grant.

                  (v) As used in this Agreement,  the following terms shall have
the meanings ascribed to them below:



<PAGE>



            "CAUSE" shall have the meaning given to such term in the  Employment
Agreement (as defined herein).

            "COMMITTEE"  means the  Compensation  Committee that administers the
Stock Option Plan (as defined herein).

            "DISABILITY" shall have the meaning given to such term in the
Employment Agreement.

            "EMPLOYMENT  AGREEMENT" means the Employment Agreement,  dated as of
February 22, 1994, as amended, between Optionee and the Company.

            "NON-PERFORMANCE"  shall  have  the  meaning  given  to  such  term
in the Employment Agreement.

            "STOCK  OPTION PLAN" means the TresCom  International,  Inc.  Second
Amended and Restated  1994 Stock  Option  Plan,  as the same may be amended from
time to time in accordance with its terms.

            "TERMINATION  WITHOUT  CAUSE"  shall have the meaning  given to such
term in the Employment Agreement.

                  (vi) To the extent the aggregate fair market value (determined
as of the time the Options are granted) of Shares with respect to which  Options
are  exercised  for the first time by Optionee  during any calendar year exceeds
the maximum  amount  permitted by the Code for  treatment as ISOs,  such Options
shall be treated as NSOs for purposes of the Code. This rule shall be applied by
taking into  account  Options in the order in which they were  granted.  Options
that are treated as NSOs shall  otherwise  be subject to all the  provisions  of
this Agreement to the extent applicable.

            (b)  PROCEDURE FOR EXERCISE.  The Options  shall be  exercisable  by
written notice (in the form attached  hereto as Exhibit A) which shall state the
election to exercise  Options,  the method of exercise,  the number of Shares in
respect of which  Options  are being  exercised,  and such  representations  and
agreements with respect to such shares of Common Stock as may be required by the
Company.  Such  written  notice  shall be  signed by the  Optionee  and shall be
delivered in person or by certified  mail to the  Secretary of the Company.  The
written notice shall be accompanied  by payment of the Exercise  Price.  Options
shall be deemed to be  exercised  upon  receipt by the  Company of such  written
notice accompanied by the Exercise Price.

            No Shares will be issued  pursuant to the exercise of Options unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange or automated  quotation  service upon
which the Shares may then be listed or quoted.

<PAGE>


      3.    METHOD OF PAYMENT.

            (a) Payment of the Exercise Price for the number of shares for which
Options are being exercised shall be made:

                  (i)   in cash or by check;

                  (ii)  by tender to the  Company of shares of the  Common Stock
            then owned by the Optionee having a fair market value, as determined
            by the Company's Board of Directors,  at least equal to the Exercise
            Price; or

                  (iii) a combination of the foregoing.

            (b) Notwithstanding  the foregoing,  Options may not be exercised by
tender to the Company of shares of the Common Stock to the extent such tender of
stock would  constitute a violation  of the  provisions  of any law,  regulation
and/or  agreement  restricting  the redemption of the Common Stock or, if in the
opinion of counsel to the Company, such tender of stock might impair the ability
of  purchasers  of stock from the  Company  from taking  full  advantage  of the
provisions of Section 1202 of the Code  relating to capital  gains  treatment of
stock issued by the Company.  Unless  otherwise  provided by the  Committee,  an
Option  may not be  exercised  by tender to the  Company of shares of the Common
Stock  unless such shares  either have been owned by the  Optionee for more than
six (6) months or were not acquired, directly or indirectly, from the Company.

      4. RESTRICTIONS ON EXERCISE.  Options may not be exercised if the issuance
of the Shares upon such exercise would  constitute a violation of any applicable
federal or state  securities or other law or  regulation.  As a condition to the
exercise  of  an  Option,   the  Company  may  require   Optionee  to  make  any
representation  and warranty to the Company as may be required by any applicable
law or regulation.

      5.    TERMINATION OF RELATIONSHIP.

            (a) In the event of (i) the termination of the Employment  Agreement
for Cause,  Non-Performance  or by reason of the death or Disability of Optionee
or (ii) the termination by Optionee of his employment by the Company (other than
pursuant to a Termination Without Cause),  Optionee may, to the extent, but only
to the extent,  Options are vested as of the date of  termination as provided in
this Agreement,  exercise this Option during the "Termination  Period" described
in the Notice of Grant,  and any Options  which are not deemed to have vested in
accordance  with  Section  2(a)  hereof  shall   automatically   expire  and  be
terminated.

            (b) In the  event of the  termination  of the  Employment  Agreement
pursuant to a Termination  Without  Cause,  all Options which had not previously
vested shall  automatically  be deemed to have vested and  Optionee  may, to the
extent Options are deemed to have vested


<PAGE>


as set forth herein,  exercise  Options during the Termination  Period,  and any
Options  which  are not  deemed  to have  vested in  accordance  herewith  shall
automatically expire and be terminated.

            (c) If,  following the expiration of the Employment  Agreement,  the
employment of Optionee is terminated,  Optionee may, to the extent  otherwise so
entitled  at  the  date  of  such  termination,   exercise  Options  during  the
Termination  Period,  and any  Options  which are not  deemed to have  vested in
accordance herewith shall automatically expire and be terminated.

            (d) If Optionee does not exercise  Options within the time specified
herein as to any Shares, such Options shall terminate as to such Shares.

            (e) For purposes of this Section 5 and the  definition of "Cause" in
subsection 2(a)(v), "Company" shall mean TresCom International,  Inc. and any of
its subsidiaries (as defined in the Stock Option Plan).

      6.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

            (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders  of the Company,  the number of shares of Common  Stock  covered by
each  outstanding  Option,  and the number of shares of Common  Stock which have
been  authorized  for  issuance  under the Stock  Option Plan but as to which no
Options  have yet been  granted or which have been  returned to the Stock Option
Plan upon  cancellation  or  expiration  of an Option,  as well as the price per
share  of  Common  Stock  covered  by each  such  outstanding  Option,  shall be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares of Common Stock resulting from a stock split,  reverse stock split, stock
dividend,  combination  or  reclassification  of the Common Stock,  or any other
increase  or decrease in the number of issued  shares of Common  Stock  effected
without  receipt  of  consideration  by the  Company;  PROVIDED,  HOWEVER,  that
conversion of any  convertible  securities of the Company shall not be deemed to
have been "effected without receipt of consideration."  Such adjustment shall be
made by the Board, whose  determination in that respect shall be final,  binding
and conclusive.  Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities  convertible into shares of stock
of any class,  shall affect,  and no adjustment by reason  thereof shall be made
with  respect to, the number or price of shares of Common  Stock  subject to the
Options.

            (b)  DISSOLUTION  OR  LIQUIDATION.  In the  event  of  the  proposed
dissolution or  liquidation of the Company,  the Board shall notify the Optionee
at least  fifteen  (15) days prior to such  proposed  action.  To the extent not
previously  exercised,  all  Options  will  terminate  immediately  prior to the
consummation of such proposed action.

            (c)  MERGER.  In the event of a merger of the  Company  with or into
another corporation,  the Options shall be assumed or an equivalent option shall
be substituted  by such successor  corporation or a parent or subsidiary of such
successor corporation.  For the purposes of this paragraph, the Options shall be
considered assumed if, following the merger, the Options

<PAGE>



confer  the  right  to  purchase,  for each  Share  subject  to a vested  Option
immediately  prior to the merger,  the  consideration  (whether stock,  cash, or
other securities or property)  received in the merger by holders of Common Stock
for each share held on the  effective  date of the  transaction  (and if holders
were offered a choice of consideration,  the type of consideration chosen by the
holders of a majority  of the  outstanding  shares of Common  Stock);  PROVIDED,
HOWEVER, that if such consideration received in the merger was not solely common
stock of the successor  corporation  or its parent,  the Committee may, with the
consent  of the  successor  corporation  and the  participant,  provide  for the
consideration  to be  received  upon the  exercise  of  Options,  for each Share
subject to such Options, to be solely common stock of the successor  corporation
or its parent equal in fair market value to the per share consideration received
by holders of Common Stock in the merger.

      7.  NON-TRANSFERABILITY OF OPTIONS.  Options may not be transferred in any
manner other than by will or by the laws of descent or  distribution  and may be
exercised  during the  lifetime of Optionee  only by him/her.  The terms of this
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

      8. TERM OF OPTIONS.  The Options may be exercised  only on or prior to the
"Term  Expiration  Date" set forth in the Notice of Grant,  and may be exercised
during  such term only in  accordance  with the  terms  and  conditions  of this
Agreement.

     9. TAX  CONSEQUENCES.  Set forth below is a brief summary as of the date of
this  Agreement of some of the federal tax  consequences  of exercise of Options
and  disposition  of the Shares.  THIS  SUMMARY  ADDRESSES  ONLY  CERTAIN OF THE
GENERAL  FEDERAL INCOME TAX  CONSIDERATIONS;  IT DOES NOT CONSIDER THE FACTS AND
CIRCUMSTANCES OF ANY PARTICULAR OPTIONEE'S SITUATION, NOR DOES IT ADDRESS STATE,
LOCAL OR FOREIGN TAX CONSIDERATIONS. THIS SUMMARY IS BASED ON FEDERAL TAX LAW AS
CURRENTLY  IN EFFECT,  AND SUCH TAX LAW IS SUBJECT  TO CHANGE.  OPTIONEE  SHOULD
CONSULT  HIS OWN TAX  ADVISOR  WITH  RESPECT TO THE TAX  CONSEQUENCES  TO HIM OF
RECEIVING AND EXERCISING  OPTIONS AND DISPOSING OF SHARES BEFORE  EXERCISING THE
OPTIONS OR DISPOSING OF THE SHARES.

            (i) EXERCISE OF ISOS.  If an Option  qualifies as an ISO, no regular
federal  income tax will be imposed upon the  exercise of such Option.  However,
the  excess,  if any,  of the fair  market  value of the  Shares  on the date of
exercise over the Exercise  Price will generally be treated as an adjustment for
federal  alternative  minimum tax  purposes  and may subject the Optionee to the
alternative minimum tax in the year of exercise.

            (ii)  EXERCISE  OF NSOS.  If an Option  does not  qualify as an ISO,
federal income tax may be imposed upon the exercise of such Option. The Optionee
will generally be treated as having  received  compensation  income  (taxable at
ordinary income tax rates) equal to the excess, if any, of the fair market value
of the Shares on the date of exercise over the Exercise Price. If Optionee is an
employee, the Company will be required to deduct and


<PAGE>


withhold applicable taxes from Optionee's compensation,  or collect such amounts
from Optionee and pay them to the applicable taxing authorities,  at the time of
exercise.

            (iii)  DISPOSITION  OF  SHARES.  In the case of Shares  acquired  on
exercise of an NSO that are held for at least one (1) year, any gain realized on
disposition  of the Shares will  generally be treated as long-term  capital gain
for federal income tax purposes.  In the case of Shares  acquired on exercise of
an ISO that are held for at least one (1) year after  exercise and two (2) years
after the "Date of Grant" set forth in the Notice of Grant, any gain realized on
disposition  of the Shares will also be treated as  long-term  capital  gain for
federal income tax purposes.  If Shares  purchased  under an ISO are disposed of
prior to the later of one (1) year after  exercise  of the ISO and two (2) years
after the Date of Grant, any gain realized on such disposition will generally be
treated as compensation  income (taxable at ordinary income rates) to the extent
of the excess,  if any,  of the fair  market  value of the Shares on the date of
exercise over the Exercise Price, and the balance of such gain will generally be
treated as long-term capital gain.

            (iv) NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If an Option
granted  to  Optionee  herein  is an ISO,  and if  Optionee  sells or  otherwise
disposes  of any of the  Shares  acquired  pursuant  to the ISO on or before the
later of (1) the date two (2) years after the Date of Grant, or (2) the date one
(1) year after transfer of such Shares to the Optionee upon exercise of the ISO,
the  Optionee  shall   immediately   notify  the  Company  in  writing  of  such
disposition.  Optionee agrees that Optionee may be subject to tax withholding by
the Company on the compensation income recognized by the Optionee from the early
disposition  by payment in cash or out of the current  compensation  paid to the
Optionee.

     10.  RECEIPT  OF  STOCK  OPTION  PLAN.  Optionee  acknowledges  that he has
received,  read and  understood the provisions of the Stock Option Plan pursuant
to which  this  Agreement  was  issued,  and agrees to be bound by its terms and
conditions.

      11.  INTERPRETATION.  Any dispute  regarding  the  interpretation  of this
Agreement  shall be  submitted  by Optionee or by the Company  forthwith  to the
Committee  (or if no Committee is then in existence,  to the Company's  Board of
Directors),  which shall review such dispute at its next  regular  meeting.  The
resolution  of such a dispute by the Committee (or the Board) shall be final and
binding on the Company and on Optionee.

      12. NOTICES.  Any notice required or permitted hereunder shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in the United  States  mail by  certified  mail,  with  postage and fees
prepaid,  addressed to the other party at its address as shown below beneath its
signature,  or to such other address as such party may designate in writing from
time to time to the other party.

     13.  FURTHER  INSTRUMENTS.  The  parties  agree  to  execute  such  further
instruments and to take such further  actions as may be reasonably  necessary to
carry out the purposes and intent of this Agreement.


<PAGE>


      14. ENTIRE AGREEMENT;  GOVERNING LAW; SEVERABILITY. The Stock Option Plan,
Notice of Grant and Exercise Notice are incorporated  herein by reference.  This
Agreement,  the Stock Option Plan,  the Notice of Grant and the Exercise  Notice
constitute  the entire  agreement of the parties and supersede in their entirety
all prior  undertakings  and agreements of the Company and Optionee with respect
to the  subject  matter  hereof,  and  shall be  governed  by and  construed  in
accordance  with the laws of the State of  Florida,  excluding  that body of law
pertaining  to  conflicts  of law.  Should any  provision  of this  Agreement be
determined  by a  court  of  law  to be  illegal  or  unenforceable,  the  other
provisions shall nevertheless remain effective and shall remain enforceable.

      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed
and delivered as of the date first above written.

OPTIONEE                                  TRESCOM INTERNATIONAL, INC.


_______________________________           By:_________________________________
Signature                                 Title:






ADDRESS:                                  ADDRESS:

________________________________          200 East Broward Boulevard
                                          Fort Lauderdale, Florida 33301
________________________________

<PAGE>



                                   EXHIBIT A


                                EXERCISE NOTICE


TresCom International, Inc.
200 East Broward Boulevard
Fort Lauderdale, FL  33301

Attention:    Secretary

      1.  EXERCISE  OF  OPTION.  Effective  as of today,  ________________,  the
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
________  shares of Common Stock (the "Shares") of TresCom  International,  Inc.
(the "Company")  under and pursuant to the Company's Second Amended and Restated
1994 Stock Option Plan (the "Stock Option Plan"), and the Stock Option Agreement
by and between the Company and the Optionee  dated February 6, 1997 (the "Option
Agreement").

      2.  REPRESENTATIONS OF OPTIONEE.  Optionee  acknowledges that Optionee has
received, read and understood the Stock Option Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions. References herein
to this  "Agreement"  include this Exercise  Notice,  the Stock Option Plan, the
Notice of Grant  (which is  attached  to the  Option  Agreement)  and the Option
Agreement,  all of which are  incorporated  herein by  reference  as provided in
Section 11 hereof.

      3. COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any other provision of
the Option Agreement to the contrary, Optionee understands and acknowledges that
the exercise of any rights to purchase any Shares is expressly  conditioned upon
compliance  with the  Securities Act of 1933, as amended,  all applicable  state
securities laws and all applicable requirements of any stock exchange, automated
quotation service or over the counter market on which the Company's Common Stock
may be listed or traded at the time of exercise and transfer. Optionee agrees to
cooperate with the Company to ensure compliance with such laws.

      4.  RIGHTS AS  SHAREHOLDER.  Subject to the terms and  conditions  of this
Agreement, Optionee shall have all of the rights of a shareholder of the Company
with respect to the Shares from and after the date that  Optionee  delivers full
payment of the  Exercise  Price  until  such time as  Optionee  disposes  of the
Shares.

      5. TAX CONSULTATION. Optionee understands that Optionee may suffer adverse
tax  consequences  as a result of  Optionee's  purchase  or  disposition  of the
Shares. Optionee represents that Optionee has consulted with any tax consultants
Optionee deems  advisable in connection  with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.


<PAGE>


      6. SUCCESSORS AND ASSIGNS.  The Company may assign any of its rights under
this Agreement to single or multiple  assignees,  and this Agreement shall inure
to the benefit of the  successors  and assigns of the  Company.  This  Agreement
shall be binding upon Optionee and his or her heirs, executors,  administrators,
successors and assigns.

      7.  INTERPRETATION.  Any  dispute  regarding  the  interpretation  of this
Agreement  shall be  submitted  by Optionee or by the Company  forthwith  to the
committee  thereof  that  administers  the  Stock  Option  Plan  (or if no  such
committee is then in existence,  to the  Company's  Board of  Directors),  which
shall review such dispute at its next regular meeting.  The resolution of such a
dispute  by the  committee  (or the  Board)  shall be final and  binding  on the
Company and on Optionee.

      8. NOTICES.  Any notice required or permitted  hereunder shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in the United  States  mail by  certified  mail,  with  postage and fees
prepaid,  addressed to the other party at its address as shown below beneath its
signature,  or to such other address as such party may designate in writing from
time to time to the other party.

     9.  FURTHER  INSTRUMENTS.   The  parties  agree  to  execute  such  further
instruments and to take such further  actions as may be reasonably  necessary to
carry out the purposes and intent of this Agreement.

     10. DELIVERY OF PAYMENT. Optionee herewith delivers to the Company the full
Exercise Price for the Shares.  Optionee  hereby elects to pay the full Exercise
Price (check the appropriate box):

                 |_|  in cash or by check;

                 |_|  by tender to the Company of shares of Common Stock in
                      accordance with Section 3(a)(ii) of the Option Agreement;

                 |_|  by a combination of the foregoing.


<PAGE>


      11. ENTIRE AGREEMENT;  GOVERNING LAW; SEVERABILITY. The Stock Option Plan,
Notice of Grant and Option Agreement are incorporated herein by reference.  This
Exercise  Notice,  the Stock  Option  Plan,  the  Notice of Grant and the Option
Agreement  constitute the entire agreement of the parties and supersede in their
entirety all prior  undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof,  and shall be governed by and construed in
accordance  with the laws of the State of  Florida,  excluding  that body of law
pertaining  to  conflicts  of law.  Should any  provision  of this  Agreement be
determined  by a  court  of  law  to be  illegal  or  unenforceable,  the  other
provisions shall nevertheless remain effective and shall remain enforceable.

Submitted by:                             Accepted by:

OPTIONEE:                                 TRESCOM INTERNATIONAL, INC.


_________________________________         By:________________________________
Signature                                 Title:

_________________________________
Print Name

ADDRESS:                                  ADDRESS:

_________________________________         200 East Broward Boulevard
                                          Fort Lauderdale, Florida 33301