Exhibit C


                             SHAREHOLDERS' AGREEMENT
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         SHAREHOLDERS'  AGREEMENT  dated as of April 25, 2001,  by and among The
Heico  Companies,  L.L.C., a Delaware limited  liability  company  ("Heico") and
Hostmark World LP, a Delaware limited partnership ("Hostmark").

         WHEREAS, Heico is the majority stockholder of Worldport Communications,
Inc., a Delaware corporation (the "Company"); and

         WHEREAS,  the Company  owns all of the  outstanding  stock of WorldPort
Holdings, Inc., a Delaware corporation (the "Purchaser"); and

         WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of
April 25, 2001 (the "Purchase Agreement"),  by and among Purchaser and Hostmark,
Purchaser  purchased  all  of  the  issued  and  outstanding  stock  of  certain
corporations  owned by  Hostmark in return for shares of Company  common  stock,
$0.0001 par value ("Common Stock") as described therein; and

         WHEREAS,  Hostmark has required,  as a condition to the consummation of
the transactions contemplated by the Purchase Agreement, that the parties hereto
enter into this Agreement;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and in the Purchase Agreement, the parties hereto agree as follows:

              1. Election of Hostmark  Designee.  At each annual  meeting of the
stockholders of the Company,  and at each special meeting of the stockholders of
the Company called for the purpose of electing directors of the Company,  and at
any time at which stockholders of the Company shall have the right to, or shall,
vote for directors of the Company,  then, and in each event, Heico hereby agrees
to (a) use  commercially  reasonable  efforts to have the Hostmark  Designee (as
defined)  nominated for director and (b) vote or cause to be voted all shares of
Common  Stock and all shares of  preferred  stock of the Company  owned by Heico
(the  "Shares") (or act by written  consent with respect to such Shares) for the
election of a Hostmark  Designee to the Board of Directors  of the Company.  The
term Hostmark Designee shall mean Donald Sturm or a person designated in writing
by Hostmark who is reasonably acceptable to Heico, in its sole discretion.

              2. Term. This Agreement shall terminate and be of no further force
or effect at the earliest to occur of the following  (a) the second  anniversary
of the date hereof,  (b) at such time as Hostmark  (together with its Affiliates
(as defined  below)) owns less than  1,000,000  shares of Common Stock or (c) at
such time as Hostmark or any of its  Affiliates  (as defined below) engages in a
Competing Activity.  The term Affiliate shall mean any entity or person (i) that
directly or indirectly  controls,  is controlled  by, or is under common control
with, Hostmark, (ii) any other person that is an officer or director of Hostmark
or a person or entity specified in


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clause  (i),  and (iii) any  spouse or  immediate  family  member or any  person
described in clauses (i) or (ii). For the purposes of this definition, "control"
means the power to direct the  management  and  policies  of a person or entity,
directly or indirectly,  whether through the ownership of voting securities,  by
contract  or  otherwise;  and the  terms  "controlling"  and  "controlled"  have
meanings correlative to the forgoing.  For purposes of this Agreement any person
or entity that owns 10% or more of the total outstanding voting  securities,  or
rights or warranties to purchase such voting securities, of another entity shall
be deemed to "control" such other entity. The term Competing Activity shall mean
directly or indirectly (a) engaging in any manner in the Business (as defined in
the Purchase  Agreement) anywhere in Europe, (b) soliciting any customers of the
Company, or any customers of any of the Company's subsidiaries,  for products or
services  directly  or  indirectly  competitive  with the  products  or services
provided by the Company or any of its  subsidiaries  conducting  the Business in
Europe,   (c)  soliciting  (other  than  pursuant  to  a  general   non-targeted
solicitation)  for employment or other  services,  or employing or engaging as a
consultant or otherwise, any of the Company's or its subsidiaries, employees, or
(d) owning more than 10% of the equity interest (or securities  convertible into
or exchangeable  for such equity  interest) or serving as an officer or director
of any person or entity  that  engages in any of the  foregoing  activities.  If
Hostmark or any of its Affiliates  engages in a Competing  Activity then, unless
Heico has previously  consented in writing to the specific  Competing  Activity,
Hostmark shall cause the Hostmark  Designee to promptly resign from the Board of
Directors of the Company.

              3. Specific  Enforcement.  Each party hereto expressly agrees that
the  other  party  would  be  irreparably  damaged  if  this  Agreement  is  not
specifically  enforced.  Upon a  breach  or  threatened  breach  of  the  terms,
covenants  and/or  conditions of this Agreement by any party,  the other parties
shall,  in addition to all other  remedies,  each be entitled to a temporary  or
permanent injunction,  and/or a decree for specific  performance,  in accordance
with the provisions hereof,  without the necessity of proof of actual damages or
the posting of a bond or other security.

              4. Notices.  All notices,  requests,  demands,  claims,  and other
communications hereunder shall be in writing and shall be delivered by certified
or  registered  mail (first class  postage  pre-paid),  overnight  delivery,  or
facsimile  transmission  if  such  transmission  is  confirmed  by  delivery  by
certified  or  registered  mail (first  class  postage  pre-paid)  or  overnight
delivery,  to the  following  addresses  and telecopy  numbers (or to such other
addresses or telecopy numbers which such party shall designate in writing to the
other party):


         If to Heico:     The Heico Companies, L.L.C.
                          2626 Warrenville Road, Suite 300
                          Downers Grove, Illinois 60515
                          Attention:  Michael E. Heisley, Sr.
                          Telecopy: (312) 419-9417

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         With a copy to:  McDermott, Will & Emery
                          227 West Monroe Street
                          Chicago, Illinois 60606
                          Attention:  Helen R. Friedli, P.C.
                          Telecopy: (312) 984-3669

         If to Hostmark:  Hostmark World, LP
                          c/o Sturm Group, Inc.
                          3033 East First Avenue,
                          Suite 200
                          Denver, Colorado  80206
                          Attention:  Donald L. Sturm
                                      Richard H. Siegel
                          Telecopy: (303) 321-4444

         With a copy to:  Holme Roberts & Owen LLP
                          1700 Lincoln Street
                          Suite 4100
                          Denver, Colorado  80203
                          Attention:  Charles D. Maguire, Jr.
                          Telecopy (303) 866-0200

              5.  Entire  Agreement.   This  Agreement  constitutes  the  entire
agreement  among the partners  hereto with respect to the subject  matter hereof
and supersedes all prior  agreements and  understandings  between them or any of
them with respect to such subject matter.

              6. Amendments. Neither this Agreement nor any provision hereof may
be waived, modified,  amended or terminated except by a written agreement signed
by each of the parties.

              7.  Governing  Law;   Interpretation.   This  Agreement  shall  be
construed  in  accordance  with and  governed  for all  purposes by the internal
substantive laws of the State of Delaware  applicable to contracts  executed and
to be wholly performed within such State.

              8. Successors and Assigns.  Except as otherwise  provided  herein,
this  Agreement  shall be binding  upon,  and shall  inure to the benefit of the
parties  hereto.  Neither  party to this  Agreement  may  assign  its  rights or
obligations  under this Agreement without the prior written consent of the other
party.

              9. Severability.  If any provision of this Agreement shall be held
to  be  illegal,  invalid  or  unenforceable,  such  illegality,  invalidity  or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal,  invalid or unenforceable  any other provision of this
Agreement,  and this  Agreement  shall be  carried  out as if any such  illegal,
invalid or unenforceable provision were not contained herein.


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              10. Captions. Captions are for convenience only and are not deemed
to be part of this Agreement.


              11.  Counterparts.  This  Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

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              IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  as an
instrument under seal of the date and year first above written




THE HEICO COMPANIES, L.L.C.
                                             HOSTMARK  WORLD, LP


By:  /s/ S. Meadows                          By: /s/ Bruno d'Avanzo
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Name: S. Meadows                             Name:
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Its:  Asst. Secy.                            Its:
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