Maroon Bells Capital Partners, Inc.
                           101 Waukegan Road, Suite 930
                           Lake Bluff, Illinois 60044
                           Tel: 847-295-8490  Fax: 847-295-8035


           Maroon Bells Capital Partners, Inc. Advisory Agreement For
                         WorldPort Communications, Inc.

This  Agreement,  when  executed by both  parties,  will  represent an exclusive
Agreement  between Maroon Bells Capital Partners,  Inc., a Delaware  Corporation
("MBCP") and WorldPort  communications,  Inc. ("WorldPort") for the twelve month
period  commencing  March 7, 1997.  During the  aforesaid  12-month  period (and
during  subsequent  period,  if any pursuant to the renewal  provisions  of this
Agreement),   MBCP  will  perform  certain  financial  consulting  services  for
WorldPort.  For the purposes of this  Agreement,  "MBCP" shall refer to MBCP and
its affiliates and  assignees.  WorldPort  shall reserve the right to approve of
MBCP's affiliates and assignees. For the purposes of the Agreement,  "WorldPort"
shall refer to WorldPort Communications, Inc. and its subsidiaries, if any.

i.  Services to be Rendered by MBCP
MBCP  will  perform  financial  advisory services for WorldPort,  including, but
not limited to,  assisting  WorldPort in its financial  structuring,  equity and
debt financing, mergers and acquisitions and corporate partnership development.

MBCP along with appropriate counsel, accountants or other professionals required
for a given transaction and approved by WorldPort,  will assist WorldPort in the
preparation of  documentation  and financial  analysis  required to complete the
financial transactions referred to in the previous sentence.  Such documentation
may  include  business  plans,  business  valuations,   promotional   materials,
prospectuses,  press  releases  and any other  corporate  financial  and  public
relations  documents that are deemed  necessary by mutual agreement of WorldPort
and MBCP.

MBCP will act in good faith to develop the business of WorldPort as it would its
own business and to offer WorldPort  advice in areas where the  professionals of
MBCP hold expertise.




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MBCP/WorldPort Advisory Agreement
March 7, 1997; Page 2

II.  Fees for Services Rendered

  A. Retainer:

       As compensation  for its efforts in preparing  documentation as described
above,   conducting   required  due  diligence  and  financial   analysis,   and
contributing  business  development  recommendations  to  WorldPort on a regular
basis,  WorldPort agrees to pay MBCP $10,000 on the first day of the first month
following the signing of this Agreement and thereafter on the first day of every
month  that  this  Agreement  is in  effect.  In  consideration  of  WorldPort's
financial  status at the time of  execution  of this  Agreement,  MBCP agrees to
accrue this retainer  (i.e.  $10,000.00  per month) until such time as WorldPort
has  received  cumulative  gross  proceeds  of  $5  million  dollars  in  equity
financing,  whereupon WorldPort will pay to MBCP all accrued retainer fees as of
the date, and all monthly  retainers  that  subsequently  become due.  WorldPort
acknowledges  that as of the date of this  Agreement,  WorldPort has raised $2.5
million of the $5 million in gross proceeds described in the preceding sentence.

      B. Equity Financing Success Fee:

MBCP will assist  WorldPort to obtain equity  financing as required by WorldPort
under terms and conditions approved by WorldPort.  In advance of any such equity
financing in which WorldPort requests the assistance of MBCP, WorldPort and MBCP
will  agree  upon a flat  fee to be  paid to MBCP  as  compensation  for  MBCP's
assistance in structuring and obtaining such financing. The flat fee may include
a combination of cash and stock purchase warrants,  to be agreed upon in advance
by MBCP and  WorldPort,  and  shall  be paid  upon the  closing  of such  equity
financing.

      C. Debt Financing Success Fee:

MBCP will assist  WorldPort  to obtain debt or project  financing as required by
WorldPort under terms and conditions approved by WorldPort.  For debt or project
financing  received by WorldPort  with the direct  assistance  of MBCP or from a
source  introduced to WorldPort by MBCP,  WorldPort will pay MBCP immediately at
the close of such debt or project  financing  in cash equal to 1.5% of the gross
proceeds from the financing.

      D. Merger and Acquisition Success Fee:

MBCP will assist WorldPort in mergers and acquisitions  wherein WorldPort either
acquires  control of another  corporate  entity or sells control in WorldPort to
another corporate entity. For such transactions conducted with the assistance of
MBCP,  WorldPort  will pay to MBCP  immediately  at the close an M&A Success Fee
consisting of a (a) $100,000.00 (one hundred thousand  dollars) in cash, and (b)



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a Lehman  formula (5% of the 1st million,  4% of the second  million,  3% of the
third million,  2% of the fourth million,  1% of all amounts thereafter) for the
cash or cash equivalent value of the transaction,  except as otherwise agreed to
by MBCP and WorldPort. All M&A Success Fees described herein are payable in cash
at the closing of each such transaction.

      E.  Currency:

All cash fees paid to MBCP by WorldPort according to the terms of this Agreement
will be paid to MBCP in U.S. Dollars,  except as otherwise designated in advance
by MBCP.

III. Expenses

WorldPort  agrees to reimburse MBCP for  reasonable and necessary  out-of-pocket
expenses  related  to  MBCP's  performance  of the  services  described  in this
Agreement (i.e. pre-approved domestic United States and international travel and
lodging for MBCP professionals to destinations where WorldPort has requested the
presence of MBCP  professionals;  reasonable and necessary  out-of-pocket  costs
related  to due  diligence,  offering  documents,  marketing  materials,  etc.).
WorldPort  acknowledges that prior to the execution of this Agreement,  MBCP has
incurred $68,276.96 in reasonable  out-of-pocket expenses on behalf of WorldPort
and  WorldPort  agrees to reimburse at least fifty  percent (50%) this amount to
MBCP  upon the  execution  of this  Agreement,  with the  balance  to be paid by
WorldPort at the earlier of (a) when  WorldPort  has  received,  on a cumulative
basis,   $5,000,000.00  in  gross  proceeds  from  debt  or  equity   financings
($2,500,000.00  of which has been  received by  WorldPort as of the date of this
Agreement) or (b) when  WorldPort's  financial  status  warrants and enables the
repayment of the balance of the MBCP accrued expenses.

   IV.  MBCP Equity Incentive

WorldPort acknowledges that its Board of Directors may in the future implement a
performance-based  equity  incentive plan,  whereby MBCP (and other advisors and
agents) may earn equity in WorldPort upon achieving certain business development
and growth  goals  delineated  by the Board.  WorldPort  agrees that MBCP may be
compensated and earn equity in WorldPort both through this Agreement and through
provisions of any such performance incentive plan that may be implemented by the
Board, without conflict.

     V.  Term of Agreement

The term of the Agreement  shall be for a 12-month  period,  commencing upon the
execution of this Agreement.  This Agreement shall  automatically be renewed for
an additional  12-month period unless  terminated by either party,  upon written
notice  to the other  party  given  prior to the  expiration  of any  applicable
12-month  period.  Changes in the terms and  conditions of this Agreement may be
enacted only with the written consent of both parties.




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    VI.  Indemnification

In  consideration  of this Agreement,  WorldPort  hereby agrees to indemnify and
hold harmless  MBCP and its  affiliates,  the  respective  directors,  officers,
principals,  partners,  agents and employees of MBCP and its affiliates from any
and all losses,  claims,  damages or liabilities (or actions in respect thereof)
related to or arising out of WorldPort's  actions or omissions  taken or omitted
in good faith in connection with this engagement save and except for any claims,
liabilities,  losses,  damages or expenses  that  result  solely from bad faith,
gross  negligence  or willful  misconduct  by MBCP or any of its  affiliates  or
approved  assignees.  WorldPort  will  also  reimburse  MBCP for all  reasonable
expenses  (including legal fees) as they are incurred by MBCP in connection with
pending or threatened  litigation arising out of this agreement in which MBCP is
a party and for which  WorldPort is obligated to indemnify  MBCP pursuant to the
preceding sentence.

MBCP hereby  represents and warrants that during the course of its engagement it
will not knowingly make any  misstatement  of material fact or omit to state any
material  fact  necessary to make any  statement  not  misleading,  to induce an
investor  to  purchase  WorldPort's  securities,  nor will MBCP take any  action
deemed to be a general  solicitation of securities other than in connection with
the transaction contemplated pursuant to this engagement agreement.  MBCP hereby
agrees to  indemnify,  defend,  and hold harmless  WorldPort and its  directors,
officers,  agents and  employees  from any and all  losses,  claims,  damages or
liabilites (or actions in respect thereof) related to or arising out of a breach
by MBCP of the representations and warranties made in the preceeding sentence or
by any act of gross negligence or intentional  misconduct on the part of MBCP or
its principals, directors, and employees.

MBCP and WorldPort,  and in particular the signatories hereto,  affirm that they
each  have all  requisite  corporate  authority  to  execute  and  deliver  this
engagement agreement for the services contemplated herein, and the execution and
delivery of this engagement  letter by MBCP and WorldPort and the engagement for
performance  of  services  contemplated  herein does not  constitute  a material
breach or violate  the  provisions  of any  agreement,  engagement,  law,  rule,
regulation, or court order to which MBCP or WorldPort or any of their respective
assets, properties, or representatives are bound.

   VII.   Arbitration

This engagement agreement is governed and construed under the laws of the United
States,  and  specifically  the State of  California.  Any  controversy or claim
arising  out of or  relating  to this  Agreement,  or Breech  thereof,  shall be
settled  by  arbitration  in  California,  in  accordance  with  the  Commercial
Arbitration Rules of the American Arbitration  Association and the judgment upon
the award  rendered  by the  Arbitrator(s)  may be entered  in any court  having
jurisdiction  thereof.  Such  arbitration  shall be held within sixty days after
Notice of Arbitration  is served on either party and the prevailing  party shall
be entitled to recover its  reasonable  legal fees and the costs of  arbitration
from the other party.
  
   VIII.  Termination; Survivorship Rights for MBCP

This  Agreement may be  terminated by WorldPort or by MBCP at any time,  with or
without  cause,  with  sixty  (60) days  written  notice  to that  effect by the
terminating party. If MBCP is terminated by WorldPort without cause MBCP will be
entitled to the  compensation  described in this agreement when and if WorldPort
receives  proceeds or  contributions  within eighteen months of such termination
from (a) one or more corporate  partners,  equity  investors,  or debt financing
providers  directly  introduced to WorldPort by MBCP, or (b) an equity financing
conducted by an  underwriter  or third party  investment  banking firm  directly
introduced to WorldPort by MBCP, or (c) a merger or  acquisition  (including the
sale of any or all of WorldPort or its assets) completed with a party introduced
to WorldPort by MBCP, or any combination of (a), (b) and (c).




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MBCP/WorldPort Advisory Agreement
March 7, 1997; Page 5

IX. Entire Agreement

This  Agreement  constitutes  the entire  Agreement  between MBCP and  WorldPort
relating  to the  subject  matter  set forth  herein  and  supersedes  any prior
agreement between such parties relating to the subject matter set forth herein.

X.  Signatures

By  their  signatures  below,  the  parties  agree  to be  bound  by the  terms,
conditions, and obligations detailed above, effective upon the Closing.

ACCEPTED FOR WORLDPORT COMMUNICATIONS, INC.:




/s/Edward P. Mooney                                         Date: March 7, 1997
---------------------------
Edward P. Mooney
Chief Executive Officer


ACCEPTED FOR MAROON BELLS CAPITAL PARTNERS, INC. BY:



/s/ Theodore H. Swindells                                   Date: March 7, 1997
---------------------------
Name: Theodore H. Swindells

Its:       Principal