CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT.  PORTIONS FOR
WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [*] [**] [***] 
[****] OR [*****].  MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE 
SECURITIES AND EXCHANGE COMMISSION.


                                                                   EXHIBIT 10.31


                                SERVICE CONTRACT


This Agreement is made this 12th day of November, 1997 by and between All
American Cables and Radio, Inc. ("AACR"), a Company created under the laws of
the Dominican Republic, with a principal address at Josefa Perdomo, 52, Gazcue,
Santo Domingo, Dominican Republic represented herein by its Executive Vice
President, Mr. Alvaro Nadal, and

WorldPort Communications, Inc. ("WorldPort") a Delaware corporation with its
principal offices at 9601 Katy Freeway, Suite 200, Houston, Texas, USA,
represented herein by its President and Chief Executive Officer, Mr. John W.
Dalton.

WHEREAS, AACR has represented that it has the transmission facilities as well as
the necessary termination capacity to terminate telephone calls within the
Dominican Republic regardless of the network or company to which the calls are
sent;

WHEREAS, WorldPort has represented that it has the potential to raise an
important
volume of telephone calls to the Dominican Republic;

NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

     1.   SCOPE OF THE AGREEMENT.

     1.1  AACR grants to WorldPort a franchise to sell international long
          distance service ("ILDS") for calls terminating in the Dominican
          Republic.  This option is granted under the terms and conditions set
          forth hereunder.

     2.   TERMS AND CONDITIONS.

     2.1  The service (the "Service") granted herein to WorldPort is only to
          resell ILDS to "Facilities Based Resellers," "Resellers," "Minute
          Aggregators" and high volume customers.  Excluded from the provisions
          of this Agreement will be all "Facilities Based Carriers."

     2.2  WorldPort, under this Agreement, commits a minimum traffic volume of
          [**], over a period of [***] (the "Initial Term") commencing on the
          in-service date (the "Effective Date") of the transmission facilities
          between WorldPort and AACR as defined in Section 4.1.1.

     3.   RATES AND CONDITIONS.

     3.1  Rates, Minimum Volume and Billing

     3.1.1     AACR will charge WorldPort for traffic delivered pursuant to this
               contract at a per minute rate of [*] for completed calls only,
               billed in [**] increments.  In the event that WorldPort prepays
               the equivalent of [**] according to the schedule in Section 3.2.1
               below and delivers its traffic to AACR in [****] the rate
               applicable under this Agreement shall be [*] per minute.

     3.1.2     For each month during the Initial Term, WorldPort commits to
               maintain a minimum traffic volume ("Minimum Volume") to AACR
               based on the following schedule:

                         [***]               [**] 
                         [***]               [**] 
                         [***]               [**] 
                         [***]               [**] 
                         [***]               [**] 

     3.1.3     Every month AACR will issue to WorldPort a bill for the greater
               of (i) the total of the conversation minutes sent by WorldPort,
               billed in [**] increments or (ii) the Minimum Volume for the
               applicable month according to the schedule set forth in section
               3.1.2. Payment shall be due 30 days after WorldPort's receipt of
               the bill, less any legitimate disputes, which must be raised
               within 45 days of the invoice date.

     3.1.4     If the actual traffic sent by WorldPort in any month is below the
               volume of the applicable month according to the schedule set
               forth in section 3.1.2., this shall be deemed a "Volume
               Shortfall".  The Volume Shortfall will be adjusted with those
               minutes in excess sent by WorldPort in any other month.

     3.1.5     All differences between the bills issued by AACR and WorldPort's
               books and records shall be cleared within a thirty (30) day
               period.  Both parties will endeavor to reduce those differences
               to a minimum.  In the event that differences of more than 7% of
               the entire bill persist for more than three months, the parties
               will hire a third party qualified expert to clear the
               differences.  The party responsible for the difference will pay
               cost and expenses of the expert.

     3.2  Deposit

     3.2.1     Under this Agreement, WorldPort shall be required to deposit [*]
               equivalent to [**] minutes.  The deposit shall be transferred by
               WorldPort to AACR at the rate of [*] per month for the first
               [***] following the Effective Date.

          In the event of default by WorldPort in its performance under this
          Agreement which is not cured by WorldPort within ten (10) days, the
          Deposit may be executed by AACR.

     3.2.2     The parties agree that the nature of the deposit required by AACR
               is equivalent to approximately one (1) month of minimum billing
               as set forth in section 3.1.2 herein.

     3.2.3     Under no circumstance shall the deposit hereby agreed between the
               parties be deemed to constitute a loan to AACR, an equity
               participation in AACR or ownership in AACR shares.

     3.3  Miscellaneous

     3.3.1     WorldPort agrees not to solicit any non-facilities based carriers
               already under contract with AACR.

     3.4  In the event of a material breach of this Agreement by WorldPort of
          Section 3.1.3(Payment terms) or Section 3.1.2 (minimum traffic
          volumes) above, the parties will endeavor to remedy the situation.  In
          the event that the material breach by WorldPort of Section 3.1.3 or
          Section 3.1.2 continue for more than one month, the following remedies
          will apply:

     3.4.1     AACR will apply the outstanding due bill to the WorldPort
               deposit.

     3.4.2     During the period starting the first day of the month of the
               traffic volume breach, (in the event of a violation of Section
               3.1.2), AACR will continue to bill WorldPort the Minimum Volume
               under the same rate and conditions set forth.

     3.4.3     If the material breach of Section 3.1.3 continues for three (3)
               consecutive months, the terms and conditions granted hereunder by
               AACR to WorldPort will cease.

4.   FACILITIES.

     4.1  Transmission Facilities

     4.1.1     As soon as practicable after signing this Agreement, WorldPort
               shall provide AACR, with a forecast of facilities needs.  The
               parties commit to install facilities using La Mona I transmission
               systems in order to ensure a service level of P.01. WorldPort
               will be responsible to extend its transmission facilities in T-1
               format to meet AACR facilities at the [****].  The Effective Date
               shall be that date on which WorldPort's transmission facilities
               are fully connected to AACR facilities at PRTC and both parties
               have completed all testing required to ensure proper transmission
               between facilities.

          Under this section, the parties agree that WorldPort is responsible
          for the installation costs and monthly rent charges for any of the
          terrestrial links of its transmission facilities to meet AACR system
          in [****] The parties also agree to share in proportion to the
          facilities used the maintenance and operations cost charged by LaMona
          systems.

     4.1.2     AACR commits to provide to WorldPort the required transmission
               capacity between [****] and the Dominican Republic following an
               activation schedule to be executed according to the growth of the
               traffic.  In order to optimize the use of facilities both between
               USA mainland and [****] and [****] and the Dominican Republic,
               both parties will compress the voice channels on both ends.  Each
               party will bear the cost of the compression equipment used on
               their own facilities.

     5.   EFFECTIVE DATE AND TERMINATION.

     5.1  Effective Date

          This Agreement shall become effective upon the Effective Date
          referenced in Section 2.2 above.  All other provisions of this
          Agreement shall be effective upon the signature of this Agreement.

     5.2  Term.

          This Agreement shall have a term of [***] from the Effective Date, and
          shall automatically renew for successive periods of [***] ("Renewal
          Periods") unless either party gives the other 120 days notice prior to
          the expiration hereof.  In the event of such termination notice, the
          Agreement, including all provisions, shall continue in force until the
          deposit is used up by application of monthly service bills or 180 days
          after the termination notice date, whichever occurs first.

     6.   AFFILIATION.

     6.1  The relationship between AACR and WorldPort under this Agreement shall
          be solely that described herein in the joint provisions of
          international long distance services for calls terminated in the
          Dominican Republic.  Nothing contained herein shall be deemed to
          constitute a partnership or joint venture between the parties, and the
          common enterprise of the parties shall be limited to the express
          provisions of this Agreement.

     7.   PREVIOUS AGREEMENTS.

     7.1  This Agreement constitutes the entire agreement between the parties
          with respect to the subject matter hereof and supersedes and cancels
          any and all prior verbal or written agreements.

     8.   ASSIGNMENT.

     8.1  Neither party shall assign or transfer all or any portion of its
          rights and obligations under this Agreement (other than to a wholly-
          owned subsidiary) without the prior written consent of the other
          party.

     9.   EXECUTION.

     9.1  This Agreement shall be executed in two counterparts in English, each
          of which shall be considered an original with identical legal effect.

     10.  SEVERANCE.

     10.1 If any provision of this Agreement for any reason and to any extent is
          held to be invalid or unenforceable, then neither the remainder of the
          Agreement nor the application of the provision to other persons,
          entities, or circumstances shall be affected, but instead shall be
          enforceable to the maximum extent permitted by law.

     11.  MODIFICATIONS.

     11.1 This Agreement may not be amended, modified or changed, nor shall any
          waiver of any provision hereby be effective, except only by an
          instrument in writing and signed by the party against whom enforcement
          of any waiver, amendment, change, modification or discharge is sought.

     12.  CONFIDENTIALITY.

     12.1 The provisions of this Agreement, as well as its existence, shall be
          considered confidential by the parties, and shall be protected to the
          same extent as they would protect their own confidential information. 
          Disclosure to third parties shall not be permitted unless agreed to in
          writing by the other party.  AACR acknowledges that WorldPort must
          disclose the existence, duration and potential liability of this
          Agreement in its regular filings with the U. S. Securities & Exchange
          Commission, and AACR hereby consents to such disclosure.  With the
          exception of such SEC filings, total or partial disclosure of this
          Agreement by WorldPort to any third party without the consent in
          writing of AACR to WorldPort, will constitute an event of default and
          consequently the execution of the deposit.

     13.  CONFLICTS.

     13.1 The parties agree that this Agreement shall be governed by the laws of
          the State of Florida.  In the event of a conflict resulting from the
          interpretation of this Agreement, the parties will endeavor to find a
          solution and remedy the situation.  In the event the conflict cannot
          be solved within a reasonable time frame, the controversy will be
          settled by binding arbitration in accordance with the Commercial
          Arbitration Rules of the American Arbitration Association, then in
          effect.

     14.  NOTICES.

     14.1 Notices shall be made by facsimile or electronic mail or by overnight
          courier to the addresses referenced above, or to such other addresses
          as the parties may provide from time to time.  All notices shall be
          considered effective upon receipt.



     IN WITNESS THEREOF, the parties hereto have severally subscribed these
     presents, or caused them to be subscribed in their name and behalf by their
     respective officers thereunto duly authorized.

     ALL AMERICAN CABLES & RADIO, INC.

     /s/ Alvaro Nadal
     Mr. Alvaro Nadal
     Executive Vice President



     WORLDPORT COMMUNICATIONS, INC.

     /s/ John W. Dalton
     Mr. John W. Dalton
     President & Chief Executive Officer