EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of April 8,  1997 by and  between  WorldPort  Communications,  Inc.  a  Delaware
Corporation  ("WorldPort"  or the "Company"),  and Mr. John Dalton  (hereinafter
referred to as the "Executive").

                              W I T N E S S E T H:

         WHEREAS,  the  Company  desires  to have the benefit of the Executive's
efforts and services;

         WHEREAS,  the  Executive  is  willing  to  commit  himself to serve the
Company, on the terms and conditions herein provided; and

         WHEREAS,  in  order  to  effect  the  foregoing,  the  Company  and the
Executive wish to enter into an employment agreement on the terms and conditions
set forth below.

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants and agreements  hereinafter  set forth,  the parties  hereto  mutually
covenant and agree as follows:

         1.       DEFINITIONS.

         Whenever used in this  Agreement,  the  following  terms shall have the
meanings set forth below:

                  (a) "Accrued Benefits" shall mean the amount payable not later
         than ten (10) days  following an  applicable  Termination  Date,  which
         shall be equal to the sum of the following amounts:

                           (i)    All  salary  earned  or  accrued  through  the
                  Termination Date;

                           (ii)   Reimbursement  for any and all monies advanced
                  in  connection  with the Executive's employment for reasonable
                  and  necessary  expenses incurred by the Executive through the
                  Termination Date;

                           (iii)  Any and all  other  cash  benefits  previously
                  earned  through  the  Termination  Date  and  deferred  at the
                  election  of  the   Executive  or  pursuant  to  any  deferred
                  compensation plans then in effect;

                           (iv)   All  other  payments and benefits to which the
                  Executive may be  entitled under the terms of any benefit plan
                  





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                  of the Company or otherwise, including,  but not  limited  to,
                  any bonus declared  by the Board, any compensation for earned,
                  but   unused,  vacation   days,   and  any  unpaid  automobile
                  allowance.

                  (b)  "Affiliate"  shall have the same meaning as given to that
         term in Rule 12b-2 of Regulation 12B  promulgated  under the Securities
         Exchange Act of 1934, as amended.

                  (c)  "Board" shall mean the Board of Directors of the Company

                  (d)  "Disability"  shall mean a physical  or mental  condition
         whereby the  Executive is unable to perform on a full-time,  continuous
         basis the customary duties of the Executive under this Agreement.

                  (e)  "Notice  of  Termination" shall mean the notice described
         in Section 9 hereof;

                  (f)  "Termination  Date"  shall  mean,   except  as  otherwise
         provided in Section 8 hereof,

                           (i)   The Executive's date of death;

                           (ii)  Thirty  (30)  days  after the  delivery  of the
                  Notice of Termination  terminating the Executive's  employment
                  on account of Disability  pursuant to Subsection  8(b) hereof,
                  unless  the  Executive  returns  on a  full-time  basis to the
                  performance of  Executive's  duties prior to the expiration of
                  such period;

                           (iii) Thirty  (30)  days  after  the  delivery of the
                  Notice  of  Termination  if   the  Executive's  employment  is
                  terminated by the Executive voluntarily; and

                           (iv)  Fifteen  (15) days  after the  delivery  of the
                  Notice  of  Termination  if  the  Executive's   employment  is
                  terminated  by the Company for any reason  other than death or
                  Disability.

         2.       EMPLOYMENT.

         The Company  hereby  agrees to employ the  Executive  and the Executive
hereby  agrees to serve the  Company,  on the  terms  and  conditions  set forth
herein.

         3.       TERM.

         The Company's  employment of the Executive under the provisions of this
Agreement shall commence on the date hereof and end on the third  anniversary of
the  Closing,  unless  further  extended  or sooner  terminated  as  hereinafter
provided.  On the  third  anniversary  of the  Closing  and on the  last  day of
February of each year thereafter,  the term of the Executive's employment shall,
unless sooner terminated as hereinafter provided, be automatically  extended for






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an additional one year period from the date thereof unless, at least thirty (30)
days before such date,  the Company shall have delivered to the Executive or the
Executive  shall have  delivered to the Company  written notice that the term of
the  Executive's  employment  hereunder will not be extended beyond its existing
duration.

         4.       POSITIONS AND DUTIES.

         The Executive shall serve as Chief  Executive  Officer and President of
WorldPort  Communications,  Inc.  and in such  additional  capacities  as may be
reasonably  assigned to the  Executive  by the Board.  In his  capacity as Chief
Executive  Officer and President of the Company,  the Executive  shall have such
duties, responsibilities and authority as are usual and customary for executives
who  hold  the  same or a  substantially  similar  position  with  companies  of
comparable  size in the same  industry as the Company.  In  connection  with any
capacities, the Executive shall have such duties, responsibilities and authority
as may from time to time be  reasonably  assigned to the Executive by the Board.
The Executive shall devote  substantially  all the Executive's  working time and
efforts to the business and affairs of the Company.

         5.       PLACE OF PERFORMANCE.

         In  connection  with the  Executive's  employment  by the Company,  the
Executive shall be based at the Company's  corporate  offices in Houston,  Texas
except  for  required  travel on  Company  business,  and  expect  as  otherwise
agreed-to between the Executive and the Company.

         6.       COMPENSATION AND RELATED MATTERS.

                  (a)  Commencing  on the date  hereof,  and during  Executive's
         employment,  the Company shall pay to the Executive an annual salary of
         $156,000 per annum payable at a rate of $10,500 per month for the first
         three  months of  employment  and  $13,833  for the next nine months of
         employment and thereafter at $13,000 per month, payable on the 15th and
         last day of each month (or in such other  installments  consistent with
         the  Company's  policies  and  procedures  and  as  agreed  to  by  the
         Executive).  Within  90 days  from the date  hereof,  the  Board  shall
         conduct a performance  review of the Executive,  after which the Board,
         in its sole discretion, may increase the annual salary of the Executive
         based upon such  performance  review.  In addition to any  increases in
         salary  specified  in this  Agreement,  the  Executive's  salary may be
         increased  from  time  to  time  in  accordance  with  normal  business
         practices of the Company at the full discretion of the Board.

                  (b) During the  Executive's  employment,  the Executive  shall
         receive all  bonuses if, when and as declared by the Board,  including,
         but not limited to, a performance  bonus of $50,000 six months from the
         date of this  agreement  and  $50,000  12 months  from the date of this
         agreement,  based  upon  the  successful  completion  of the  following
         events:  (i)  execution  of an  Agreement  between  WorldPort  and  the
         Scitor/Equant  organization on terms  acceptable to the WorldPort board
         of directors and (ii) new WorldPort  revenues directly  attributable to
         business  development  efforts of the Executive  averaging $500,000 per
         





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         month  during the last six months of the first year of this  Agreement.
         After  the  first year of this agreement the  Executive's  bonuses will
         be paid  based  upon  performance  objectives and related  compensation
         amounts as determined by the Board.

                  (c) During the Executive's employment hereunder, the Executive
         shall be entitled to receive  prompt  reimbursement  for all reasonable
         expenses  incurred by the Executive in performing  services  hereunder,
         including all business,  travel,  and living  expenses  while away from
         home  on  business  or at the  request  of and  in the  service  of the
         Company,  provided that such expenses are incurred and accounted for in
         accordance with the Company's policies and procedures.

                  (d) The Executive  shall be entitled to the number of vacation
         days in each calendar year, and to  compensation  for earned but unused
         vacation  days,  determined in accordance  with the Company's  vacation
         plan or  policy.  The  Executive  shall  also be  entitled  to all paid
         holidays provided by the Company to its other executives.

                  (e) The  Executive  shall  receive a car allowance of $800 per
         month, with any annual increase to be determined by the Board,  payable
         in accordance with the Company's policies and proceedures

                  (f) The  Executive  shall be entitled to such other  benefits,
         including,  but not limited to, medical insurance,  life insurance, and
         disability  insurance  determined  in  accordance  with  the  Company's
         benefit plan or policy.

                  (g) The Executive  shall be granted  four-year  stock purchase
         options  to  purchase  200,000  (two  hundred  thousand)  shares of the
         Company's  common stock at an exercise price of $2.00 per share,  based
         on the following vesting schedule:

                           100,000  options  vested after one year of service to
                           the Company;  100,000  options vested after two years
                           of service to the Company.

         7.       OFFICES.

         The  Executive  agrees to serve  without  additional  compensation,  if
elected  or  appointed  thereto,  as a member of the Board or as a member of the
board of directors of any subsidiary of the Company; provided, however, that the
Executive  is  indemnified  for  serving in any and all such  capacities  to the
fullest extent provided by applicable law.

         8.       TERMINATION

                  (a)  As a result of death:   If the Executive shall die during
         the term of this Agreement,  the Executive's employment shall terminate
         on the Executive's date of death, and the Executive's surviving spouse,
         





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         or the Executive's estate if the Executive  dies  without  a  surviving
         spouse, shall be entitled to the Executive's Accrued Benefits as of the
         Termination Date.

                  (b)  As a  result  of  Disability:  If,  as a  result  of  the
         Executive's Disability, the Executive shall have been unable to perform
         the Executive's  duties hereunder on a full-time,  continuous basis for
         two (2)  consecutive  months or for an  aggregate  of three (3)  months
         within any  twelve  (12) month  period and if within  thirty  (30) days
         after the Company provides the Executive with a Termination Notice, the
         Executive shall not have returned to the performance of the Executive's
         duties on a full-time  basis, the Company may terminate the Executive's
         employment,  subject  to  Section  9  hereof.  During  the  term of the
         Executive's  Disability  prior  to  termination,  the  Executive  shall
         continue to receive all salary and  benefits  payable  under  Section 6
         hereof,   including   participation  in  all  employee  benefit  plans,
         programs,  and  arrangements  in which the  Executive  was  entitled to
         participate  immediately  prior to the Disability;  provided,  however,
         that the  Executive's  continued  participation  is permitted under the
         terms and provisions of such plans, programs, and arrangements.  In the
         event that the Executive's  participation in any such plan, program, or
         arrangement is barred as the result of such  Disability,  the Executive
         shall be  entitled  to  receive an amount  equal to the  contributions,
         payments,  credits,  or  allocations  which would have been paid by the
         Company  to  the  Executive,  to  the  Executive's  account,  or on the
         Executive's behalf under any such plan, program, or arrangement. In the
         event the  Executive's  employment  is  terminated  on  account  of the
         Executive's Disability in accordance with this Section 8, the Executive
         shall receive the  Executive's  Accrued  Benefits as of the Termination
         Date  and  shall  remain  eligible  for all  benefits  provided  by any
         long-term  disability  program of the  Company in effect at the time of
         such termination. The payment of the Accrued Benefits by the Company to
         the Executive shall be in addition to, and not in lieu of, any benefits
         payable by reason of the Executive's  Disability to the extent provided
         under any long-term  disability program of the Company in effect at the
         time of the Executive's termination,  or under any disability insurance
         policy, or otherwise.

                  (c) Termination  Without Cause: Either party to this Agreement
         may terminate the Executive's employment hereunder without cause at any
         time upon notice to the other party, and upon any such termination, the
         Executive  shall be entitled to receive  his Accrued  Benefits.  In the
         event that the Company terminates the Executive's  employment  pursuant
         to this  Subsection  8(c), the Executive shall receive from the Company
         on the  Termination  Date  a  lump-sum  cash  payment  (the  "Severance
         Payment"),  as  severance,  in an amount  equal to one hundred  percent
         (100%) of the greater of (i) the Executive's  annual salary at the time
         of such  termination,  or (ii) the  Executive's  annual salary,  as set
         forth in Subsection 6(a) hereof.

                  (d) Termination  as  a  result  of  cause.   The  Company  may
         terminate the Executive for cause,  upon  the  occurrence of any one or
         more of the following acts or omissions:






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                           (i)  The   determination   in  a  binding  and  final
                  judgment, order, or decree by a court or administrative agency
                  of competent  jurisdiction,  that the Executive has engaged in
                  fraudulent conduct, and the determination by the Board, in its
                  sole   discretion,   that  such   fraudulent   conduct  has  a
                  significant adverse impact on the Company;

                           (ii) The  conviction  of the Executive on a felony or
                  misdemeanor  involving  moral  turpitude  (as  evidenced  by a
                  binding  and final  judgment,  order,  or decree of a court of
                  competent  jurisdiction) an the determination by the Board, in
                  its sole  discretion,  that such  conviction has a significant
                  adverse impact on the Company;

                           (iii) The  refusal by the  Executive  to perform  the
                  Executive's duties or responsibilities  (unless  significantly
                  changed without the Executive's consent) and after notice from
                  the  Company  to the  Executive,  the  Executive's  continuing
                  refusal to perform his duties or  responsibilities  during the
                  48-hour period following the giving of such notice;

                           (iv) The  performance  by the Executive of his duties
                  or  responsibilities in a manner constituting gross negligence
                  (unless   such   duties   or   responsibilities    have   been
                  significantly changed without the Executive's consent).

                           (v) In the event of  termination  for  cause,  as set
                  forth  above,  the  Executive  will be entitled to receive his
                  Accrued  Benefits,  but will not be entitled to the  Severance
                  Payment, except as otherwise provided by Texas law.

         9.       TERMINATION NOTICE.

         Any  termination  by the Company or the  Executive  of the  Executive's
employment  hereunder  shall be communicated by written Notice of Termination to
the Executive, if such Notice of Termination is delivered by the Company, and to
the Company,  if such Notice of Termination  is delivered by the Executive.  The
Notice of Termination shall indicate the specific termination  provision in this
Agreement relied upon and shall set forth the Termination Date.

         10.      NONDISCLOSURE OF PROPRIETARY INFORMATION.

         Recognizing  that the Company is presently  engaged,  and may hereafter
continue to be engaged,  in the  research  and  development  of  processes,  the
manufacturing  of  products,  or the  performance  of  services,  which  involve
experimental  and  inventive  work and that the success of its business  depends
upon the  protection  of such  processes,  products,  and  services  by  patent,
copyright,  or secrecy and that the  Executive  has had, or during the course of
Executive's  engagement  as an  employee  or  consultant  may  have,  access  to
Proprietary  Information,  as hereinafter  defined,  of the Company and that the






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Executive has furnished,  or during the course of the Executive's engagement may
furnish, Proprietary Information to the Company, the Executive agrees that:

                  (a) "Proprietary  Information" shall mean any and all methods,
         inventions,  improvements or discoveries,  whether or not patentable or
         copyrightable,  and any other  information  of a  secret,  proprietary,
         confidential,  or generally undisclosed nature relating to the Company,
         its products, customers, processes, and services, including information
         relating to testing research,  development,  manufacturing,  marketing,
         and selling,  disclosed to the Executive or otherwise made known to the
         Executive as a consequence of or through the Executive's  engagement by
         the Company (including  information originated by the Executive) in any
         technological  area  previously  developed by the Company or developed,
         engaged  in,  or  researched,  by the  Company  during  the term of the
         Executive's engagement,  including,  but not limited to, trade secrets,
         processes,   products,  formulae,  apparatus,   techniques,   know-how,
         marketing plans, data, improvements,  strategies,  forecasts,  customer
         lists, and technical requirements of customers, unless such information
         is in the public domain to such an extent as to be readily available to
         the Company's competitors.

                  (b) The Executive  acknowledges that the Company has exclusive
         property  rights  to all  Proprietary  Information,  and the  Executive
         hereby assigns all rights that the Executive might otherwise possess in
         any Proprietary  Information to the Company.  Except as required in the
         performance  of the  Executive's  duties to the Company,  the Executive
         will  not at any time  during  or  after  the  term of the  Executive's
         engagement,  which term shall  include any time in which the  Executive
         may be retained by the Company as a consultant,  directly or indirectly
         use, communicate, disclose, or disseminate any Proprietary Information.

                  (c) All documents,  records,  notebooks, notes, memoranda, and
         similar repositories of, or containing, Proprietary Information made or
         compiled  by the  Executive  at  any  time  or  made  available  to the
         Executive prior to or during the term of Executive's  engagement by the
         Company, including any and all copies thereof, shall be the property of
         the  Company,  shall be held by the  Executive  in trust solely for the
         benefit of the  Company,  and shall be  delivered to the Company by the
         Executive on the  termination of the  Executive's  engagement or at any
         other time on the request of the Company.

                  (d) The  Executive  will  not  assert  any  rights  under  any
         inventions,   copyrights,   discoveries,   concepts,   or   ideas,   or
         improvements  thereof, or know-how related thereto, as having been made
         or acquired by the Executive prior to the Executive's  being engaged by
         the Company or during the term of the  Executive's  engagement if based
         on or otherwise related to Proprietary Information.

         11.      ASSIGNMENT OF INVENTIONS.

                  (a) For  purposes of this  Section  11, the term  "Inventions"
         shall mean  discoveries,  concepts,  and ideas,  whether  patentable or
         





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         copyrightable  or not,  including,  but not limited  to,  improvements,
         know-how,  data, processes,  methods, formulae, and techniques, as well
         as improvements thereof, or know-how related  thereto,  concerning  any
         past,  present,   or  prospective activities of the Company,  which the
         Executive makes, discovers, or conceives (whether  or  not  during  the
         hours  of  the  Executive's engagement or with the use of the Company's
         facilities,  materials,  or  personnel), either  solely or jointly with
         others  during  the  Executive's  engagement  by  the  Company  or  any
         Affiliate of the Company and,  if  based  on  or related to Proprietary
         Information,   at  any  time  after  termination  of  such  engagement.
         All Inventions  shall  be  the  sole  property of the Company,  and the
         Executive  agrees  to  perform  the  provisions of this Section 11 with
         respect  thereto  without the payment by the Company of any  royalty or
         any  consideration  therefor, other than the  regular compensation paid
         to the Executive in his capacity of as an employee or consultant.

                  (b) The Executive  shall maintain  written  notebooks in which
         the Executive  shall set forth,  on a current basis,  information as to
         the  Inventions,  describing in detail the procedures  employed and the
         results achieved,  as well as information as to any studies or research
         projects  undertaken on the  Company's  behalf.  The written  notebooks
         shall  at all  times  be the  property  of the  Company  and  shall  be
         surrendered  to  the  Company  upon   termination  of  the  Executive's
         engagement or, upon request of the Company, at any time prior thereto.

                  (c) The Executive  shall apply,  at the Company's  request and
         expense,  for United States and foreign  letters  patent or copyrights,
         either  in the  Executive's  name or  otherwise  as the  Company  shall
         desire.

                  (d) The  Executive  hereby  assigns to the  Company all of the
         Executive's  rights to the  Inventions and to  applications  for United
         States and/or foreign letters patent or copyrights and to United States
         and/or foreign  letters patent or copyrights  granted in respect of the
         Inventions.

                  (e) The Executive shall  acknowledge  and deliver  promptly to
         the Company,  without charge to the Company,  but at its expense,  such
         written  instruments  (including  applications  and assignments) and do
         such other acts, such as giving testimony in support of the Executive's
         inventorship,  as may be  necessary  in the  opinion of the  Company to
         obtain,  maintain,  extend,  reissue,  and enforce United States and/or
         foreign letters patent and copyrights relating to the Inventions and to
         vest the entire right and title  thereto in the Company or its nominee.
         The Executive  acknowledges and agrees that any copyright  developed or
         conceived  of by the  Executive  during  the  term  of the  Executive's
         employment  which is related to the business of the Company  shall be a
         "work for hire" under the  copyright law of the United States and other
         applicable jurisdictions.

                  (f) The Executive represents that the Executive's  performance
         of all  of the  terms  of  this  Agreement  and  as an  employee  of or
         consultant  to the  Company  does  not and will not  breach  any  trust
         existing prior to the Executive's employment by the Company.





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         The Executive agrees not to enter into any agreement, either written or
         oral, in conflict herewith and represents and agrees that the Executive
         has not brought and will not bring with the Executive to the Company or
         use  in the  performance  of the  Executive's  responsibilities  at the
         Company any materials or documents of a former  employer  which are not
         generally  available to the public,  unless the  Executive has obtained
         written authorization from the former employer for their possession and
         use,   and  the   Executive   has  provided  a  copy  of  such  written
         authorization to the Company.

                  (g) No  provision  of this Section 11 shall be deemed to limit
         the restrictions applicable to the Executive under Section 10 hereof.

         12.      SHOP RIGHTS.

         The  Company  shall  also  have  the  royalty-free  right to use in its
business,  and to make,  use,  and sell  products,  processes,  and/or  services
derived from any inventions,  discoveries,  concepts,  and ideas, whether or not
patentable,  including,  but not limited to, processes,  methods,  formulas, and
techniques,  as  well as  improvements  thereof  or  know-how  related  thereto,
concerning any past,  present, or prospective  activities of the Company,  which
are not within  the scope of  Inventions  as  defined in Section 11 hereof,  but
which  are  conceived  or made by the  Executive  during  the  period  that  the
Executive is engaged by the Company with the use or  assistance of the Company's
facilities, materials, or personnel.

         13.      NON-COMPETE.

         This  Non-Compete  provision does not become  effective until WorldPort
and the Wallace Wade Company ("WWC") have entered into a Definitive  Acquisition
Agreement,  except that this Non-Compete  provision is binding in the event that
WWC,  for any  reason,  elects  not to  enter  into the  Definitive  Acquisition
Agreement pursuant to the terms and conditions contained in the Letter of Intent
executed  between  the  parties  on April 8,  1997.  Upon  execution  of such an
Acquisition  Agreement,  this  provision  shall be be binding upon the Executive
unless (a) the Executive has been  wrongfully  terminated or (b) the Company has
not fulfilled  its  obligations  as required  under the  Acquisition  Agreement,
specifically  the  issuance  by the Company to the  Executive  of (i) a one-year
Promissory Note with a principal amount of $250,000 and (ii) 1,400,000 shares of
WorldPort common stock ("the WWC Shares"), of which 900,000 WWC Shares are to be
held in escrow until the successful  performance of certain business development
activities  by Wallace  Wade Company  and/or Mr. John Dalton,  as defined in the
Acquisition Agreement.  The Company shall not be deemed to be in non-performance
of its  obligations  under the  Acquisition  Agreement  if Wallace  Wade Company
and/or Mr. Dalton has not met its or his performance  criteria  required for the
release of WWC Shares from escrow.

         The Executive hereby agrees that during the Executive's employment, and
for a period of one year from the termination  thereof,  the Executive will not,
without the written consent of the Company:






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                  (a) Within any  jurisdiction  or  marketing  area in which the
         Company or any  subsidiary  thereof  is doing  business,  own,  manage,
         operate, or control any Business,  provided, however, that for purposes
         of this Subsection  13(a),  ownership of securities of not in excess of
         five percent (5%) of any class of securities of a public  company shall
         not be considered as owning,  managing,  operating,  or controlling any
         Business; or

                  (b) Within any  jurisdiction  or  marketing  area in which the
         Company or any subsidiary thereof is doing business,  act as, or become
         employed as, an officer, director, employee, consultant or agent of any
         Business; or

                  (c) Solicit any Business for, or sell any products that are in
         competition  with the  Company's  products to, any company,  which is a
         customer or client of the Company or any of its  subsidiaries as of the
         Termination Date; or

                  (d) Solicit the employment of, or hire, any full time employee
         employed by the Company or its subsidiaries as of the Termination Date.

         The term  "Business," as used in this Section 13, shall mean any person
or entity which is an international facilities-based  telecommunications carrier
or any of the  services  which  are  necessarily  provided  by an  international
facilities-based telecommunications carrier to its customers.

         14.      REMEDIES AND JURISDICTION.

                  (a) The Executive hereby acknowledges and agrees that a breach
         of the agreements  contained in Section 13 of this Agreement will cause
         irreparable harm and damage to the Company,  that the remedy at law for
         the breach or threatened  breach of the agreements set forth in Section
         13 of this Agreement  will be inadequate,  and that, in addition to all
         other  remedies  available to the Company for such breach or threatened
         breach (including,  without limitation,  the right to recover damages),
         the Company  shall be entitled to  injunctive  relief for any breach or
         threatened  breach of the  agreements  contained  in Section 13 of this
         Agreement.

                  (b) All claims, disputes and other matters in question between
         the parties  arising under this Agreement,  except those  pertaining to
         Section 13 hereof,  shall, unless otherwise provided herein, be decided
         by  arbitration  in the State of Texas in accordance  with the National
         Rules  for  the  Resolution  of  Employment  Disputes  of the  American
         Arbitration  Association (including such procedures governing selection
         of  the  specific  arbitrator  or  arbitrators),   unless  the  parties
         otherwise   agree.  The  Company  shall  pay  the  costs  of  any  such
         arbitration. The award by the arbitrator or arbitrators shall be final,
         and judgment may be entered upon it in accordance  with  applicable law
         in any state or federal court having proper jurisdiction.






<PAGE>



         15.      INDEMNIFICATION.

         The Company  agrees to indemnify and hold the  Executive  harmless from
and  against  any and all  losses,  liabilities,  or costs  (including,  but not
limited to, reasonable attorney's fees), which the Executive may sustain, incur,
or assume as a result  of, or  relative  to,  any  allegation,  claim,  civil or
criminal action, proceeding, charge, or prosecution, which may be alleged, made,
instituted,  or  maintained  against the  Executive or the  Company,  jointly or
severally,  arising  out of or based upon the  Executive's  employment  with the
Company,  to the fullest extent  permitted by applicable law including,  but not
limited to, any injury to  person(s) or damage to property or business by reason
of any cause  whatsoever,  regardless  of whether  any such  injury or damage is
caused by negligence on the part of the Executive.  THIS INDEMNITY  PROVISION IS
INTENDED TO INDEMNIFY  THE  EXECUTIVE  (A) AGAINST THE  CONSEQUENCES  OF HIS OWN
NEGLIGENCE OR FAULT,  REGARDLESS OF WHETHER THE EXECUTIVE IS SOLELY NEGLIGENT OR
CONTRIBUTORILY,  PARTIALLY,  JOINTLY,  COMPARATIVELY,  OR CONCURRENTLY NEGLIGENT
WITH ANY OTHER PERSON,  AND (B) AGAINST ANY LIABILITY OF THE EXECUTIVE  BASED ON
APPLICABLE  DOCTRINE OF STRICT  LIABILITY.  Not withstanding the foregoing,  the
Company will not, however, indemnify the Executive for any claims,  liabilities,
losses,  damages or expenses that result solely from bad faith, gross negligence
or willful misconduct by the Executive.

         16.      ATTORNEYS' FEES.

         In  the  event  that  either  party  hereunder   institutes  any  legal
proceedings in connection  with its rights or obligations  under this Agreement,
the prevailing  party in such  proceeding  shall be entitled to recover from the
other party all costs  incurred in connection  with such  proceeding,  including
reasonable  attorneys'  fees,  together  with  interest  thereon as  provided by
applicable law.

         17.      SUCCESSORS.

         This Agreement and all rights of the Executive hereunder shall inure to
the  benefit  of and  be  enforceable  by  the  Executive's  personal  or  legal
representatives,  estate, executors, administrators, heirs, or beneficiaries. In
the event of the Executive's  death,  all amounts payable to the Executive under
this  Agreement  shall  be  paid to the  Executive's  surviving  spouse,  if the
Executive  dies without a surviving  spouse,  to the  Executive's  estate.  This
Agreement  shall inure to the benefit of, be binding upon, and be enforceable by
or against, any successor,  surviving or resulting corporation,  or other entity
or any assignee of the Company to which all or substantially all of the business
and assets of the  Company  is  transferred  whether  by merger,  consolidation,
exchange, assignment, sale, lease, or other disposition or action.

         18.      ENFORCEMENT.

         The provisions of this Agreement shall be regarded as divisible, and if
any of such provisions or any part hereof is declared  invalid or  unenforceable






<PAGE>



by a court of competent  jurisdiction,  the validity and  enforceability  of the
remainder of such provisions or the parts hereof and the  applicability  thereof
shall not be affected thereby.

         19.      AMENDMENT OR TERMINATION.

         This Agreement may not be amended or terminated during its term, except
by written instrument executed by both the Company and the Executive.

         20.      SURVIVABILITY.

         The  provisions  of  Sections  10,  11,  12, 13 and 15  hereof  and the
provisions  hereof  relating  to the  payment of the  Accrued  Benefits  and the
Severance Payment shall survive the termination of this Agreement.

         21.      ENTIRE AGREEMENT.

         This  Agreement sets forth the entire  agreement  between the Executive
and the Company with respect to the subject  matter  hereof and  supersedes  all
prior oral or written agreements, negotiations,  commitments, and understandings
with respect thereto.

         22.      GOVERNING LAW; VENUE.

         This  Agreement  and  the  respective  rights  and  obligations  of the
Executive  and the  Company  hereunder  shall be governed  by and  construed  in
accordance  with the laws of the  State of Texas  without  giving  effect to the
provisions,  principles,  or  policies  thereof  relating  to  choice  of law or
conflict of laws.  Venue of any arbitration or other legal  proceeding or action
relating to this Agreement shall be proper in Harris County, Texas.

         23.      NOTICE.

         Notices given pursuant to this Agreement  shall be in writing and shall
be deemed given when received,  and if mailed,  shall be mailed by United States
registered or certified mail, return receipt requested,  postage prepaid,  if to
the Company, to:

         WorldPort Communications, Inc.
         100 California Street, Suite 1400
         San Francisco, CA 94111
         Tel: 415-393-0724
         Fax: 415-393-0721

with a copy to corporate counsel for the Company to:






<PAGE>



         Snell & Wilmer LLP
         Attn: Mr. William C. Gibbs, Esq.
         111 East Broadway, Suite 900
         Salt Lake City, Utah 84111
         Tel: 801-237-1907
         Fax: 801-237-1950

or to such other address as the Company shall have given to the Executive or, if
to the Executive, to:

         John W. Dalton
         326 5th Avenue
         Sealy, Texas 77474
         Tel: (409) 885-2622

with a copy to counsel for the Executive to:

         Andrew G. Shebay
         One Riverway, Suite 1400
         Houston, Texas 77027
         Tel: (713) 623-6200

or to such other address as the Executive shall have given to the Company.

         24.      NO WAIVER.

         No waiver by either  party at any time of any breach by the other party
of, or any failure by the other party to comply with, any condition or provision
of this Agreement to be performed by the other party shall be deemed a waiver of
similar or dissimilar  provisions or conditions at the same time or at any prior
or subsequent time.

         25.      HEADINGS.

         The headings  herein  contained  are for  reference  only and shall not
affect the meaning or interpretation of any provision of this Agreement.

         26.      COUNTERPARTS.

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

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed by its duly  authorized  officer,  and the  Executive has executed this
Agreement, on the date and year first above written.





<PAGE>


                                            THE COMPANY:
                                            WORLDPORT COMMUNICATIONS, INC.

                                            /s/Edward P. Mooney
                                            -----------------------------------
                                            EDWARD P. MOONEY
                                            DIRECTOR AND CHIEF EXECUTIVE OFFICER



                                            EXECUTIVE:


                                            /s/John Dalton
                                            -----------------------------------
                                            JOHN DALTON