OFFER OF EMPLOYMENT
                               -------------------

Dear Frazer Hamilton:

I am pleased to confirm our offer to you of employment. This letter is furnished
to you as a record of major terms and conditions of your employment as
discussed.

EMPLOYER:  Your employer will be Worldport Ireland Limited (the "Company").

COMMENCEMENT:  Your employment at Worldport Ireland Limited will begin on a
mutually agreeable date, but not later than January 1, 2001.

ROLE: You will be employed as Vice President, Sales and Marketing, and will
report to the Chief Executive Officer or his designee for these purposes. In
that capacity you will be expected to perform all acts, duties and obligations
as have been discussed with you and as contained in any job description which
may be given to you (which may be revised from time to time). During the course
of your employment it may be necessary to expand your duties, within the general
scope of your position, or change your function. You will use your best
endeavors to promote the Company and undertake not to do anything against the
interests of the Company or WorldPort Communications, Inc. or any affiliate
thereof (the "Group").

WORKING HOURS: You will be required to work normal office hours together with
such additional hours without further remuneration as may be required for the
proper performance of your duties. You may continue to hold a position as a
visiting professor for the University of Washington State, United States,
provided that such activities are not competitive with and do not interfere with
the performance of your duties to, the Company.

LOCATION: The Company will reimburse you for your travel expenses between your
home in England and Dublin, Ireland and for lodging expenses in Dublin for the
first year of your employment, to the extent your presence in Dublin is required
to perform your duties hereunder, per the clause below entitled "EXPENSES".
WorldPort Ireland Limited reserves the right to relocate and/or establish
further operations and you may be required to transfer to another department
and/or place of work. If you are relocated, the Company will reimburse you for
reasonable relocation expenses.

SALARY: Your salary will be 160,000 English pounds per annum, subject to
deduction for tax and social insurance contributions. Salary is paid on the 21st
of each month by direct debit to a nominated bank of your choice. An annual
review of salary will take place on the anniversary date of your service in the
organisation and the Company will have absolute discretion in deciding whether
to increase your salary.

BONUS: You will be eligible for an annual bonus of up to 50% of your salary,
payable only at the sole discretion of the Company and based on performance
against such targets as may be determined at the discretion of the Company and
notified to you separately and subject to such terms as the Company may
determined from time to time. In the first year of your employment


<PAGE>

you will be entitled to a guaranteed bonus of 30% of salary even if your
employment is terminated by the Company during that period, except if such
termination is for a reason set out in the second paragraph under the heading
"Termination of Employment" below. However, if you resign in your first year,
then no guaranteed bonus will be payable and if you die or become disabled in
your first year, a prorated bonus (based on the period prior to death or
disability) will be payable.

EXPENSES: Upon production of appropriate receipts and documentation, you will be
reimbursed for any expenses properly incurred by you while performing your
duties on behalf of the Company. The Company will be entitled at any time during
your employment and in any event on termination to deduct from your remuneration
under this Agreement or from any other sums owed or owing by the Company to you
any monies due from you to the Company including but not limited to any
outstanding advances, the cost of repairing any damage or loss to the Group's
property caused by you or excess leave taken.

ANNUAL LEAVE: You will be entitled to 21 working days annual leave. Your
entitlement to annual leave will accrue on a pro rata basis throughout the year.
In the event of the termination of your employment during any year, your
entitlement to leave pay in respect of the year in which your contract of
employment terminates will be directly proportional to the period of time worked
by you up to the termination date.

BENEFITS: You will be entitled to participate in such employee benefit plans as
are generally available to senior management employees of the Company. In lieu
of your participation in the Company's Irish pension scheme, the Company or an
affiliate thereof will establish a pension scheme to provide you with benefits
equivalent to those provided to senior management employees of the Company.

 In lieu of your participation in the Company's private medical insurance
program, the Company will reimburse you for the cost of premiums for medical
insurance for you and your family up to the amount of (pound)3,500 annually.

During your employment, the Company will pay you a car allowance of (pound)1,000
per month in accordance with the Company's policy as amended from time to time
towards your use of your own care for business purposes. You will bear all road
license fees, insurance premiums, testing fees and other routine running
expenses and costs in respect of such car, excluding petrol for business use
only which will be reimbursed in accordance with the Company policy as
determined from time to time. You must arrange for the car to be maintained,
insured and repaired as to be in such a condition as to comply with all legal
requirements in force from time to time particularly in respect of insurance for
business use. You will bear the cost of any fines incurred for motoring offences
in respect of the car whether during private use or in the performance of your
duties under this Agreement.

SHARE OPTION SCHEME: You will receive options to acquire 300,000 shares of
Common Stock of WorldPort Communications, Inc. at an exercise price equal to the
fair market value of such Common Stock on the date of grant of the options,
which options will vest on a quarterly basis over a four-year period.
Notwithstanding this vesting schedule, of these options, you will




                                      -2-
<PAGE>

retain options to acquire 50,000 shares if your employment is terminated by the
Company without cause. These options will be issued pursuant to and be subject
to the terms of the 2000 Long-Term Stock Incentive Plan of WorldPort
Communications, Inc. The receipt of any options does not bestow any rights or
bestow a right to any further grants.

CONFIDENTIALITY, INTELLECTUAL PROPERTY RIGHTS, ACCEPTABLE USE STATEMENT FOR
COMPUTING RESOURCES, REFERENCE AND SECURITY CHECKS: These forms are attached and
should be signed by you to indicated that you have read and accepted the
conditions.

OBLIGATIONS TO THIRD PARTIES: You represent and warrant to the Company that as
of the commencement of your employment by the Company, you will not be employed
by any other person or entity nor subject to any restriction on your
solicitation of or dealings with any entity or person, other than restrictions
on the use of trade secrets or confidential information of previous employers.
You hereby warrant that the fulfilment of your duties and obligations pursuant
to this Agreement will not give rise to any claim against or liability on the
part of the Company or any member of the Group. If at any time it becomes
apparent that there may be such restrictions or if any such claims are made or
threatened, then the Company reserves the right to terminate this Agreement
forthwith without notice or to make such changes to the terms of this Agreement
or your duties as it considers necessary in the circumstances. It is a condition
of your employment that you will not bring to or use in the course of your
employment with the Company any trade secrets or confidential information
belonging to your previous employers or to any other third party without prior
written authorization of such employers or third parties.

OUTSIDE ACTIVITIES: You will be required to devote your full-time attention and
abilities to your duties during working hours and to act in the best interests
of the Company at all times. For as long as you are employed by the Company you
may not without prior written consent of the Company, in any way hold or take
any office, employment or occupation (whether paid or unpaid) and whether or not
in competition with the Company, or be engaged or concerned (through ownership
interests, consulting arrangements or otherwise) in any other business or
undertaking where this is likely to be in a conflict with the interests of the
Company or any other entity in the Group.

TERMINATION OF EMPLOYMENT: Your employment may be terminated by either party
provided the other party receives at least six months written notice prior to
termination of employment. The Company reserves the right to pay salary in lieu
of any period of notice which it or you are required to give.

WorldPort Ireland Limited reserves the right to terminate your contract without
notice if it has reasonable grounds to believe you are guilty of gross
misconduct, gross negligence, incapacity, incapability, serious breach or
failure of any of your duties under this Agreement, serious misrepresentation by
you or conduct tending to bring yourself or the Company into disrepute.

On the termination of your employment for whatever reason, you will be required
to return to Worldport Ireland Limited, without delay, all correspondence,
records, specifications, models, notes, formulations, lists, papers. Reports and
other documents and all copies thereof and other



                                      -3-
<PAGE>

property belonging to Worldport Ireland Limited or relating to its business
affairs or dealings, which are in your possession or under your control. If at
any time either the Company or you give notice of termination of your
employment, then for any period or periods totalling the period of notice
referred to in this clause, the Company will be under no obligation to vest in
or assign to you any powers or duties or to provide any work for you and during
such period or periods the Company will be entitled to exclude you from any
premises of the Company and need not give any reason for so doing and you will
comply with any conditions laid down by the Company.

OBLIGATIONS UPON TERMINATION: During your employment and for a period of three
years thereafter, you will not, without the prior written approval of the chief
executive officer of the Company, or as specifically required by your duties
under this Agreement, make any statement (whether written or oral) to or provide
any material for publication by television, radio, film or other similar media
and will not write a book or article or otherwise publish (regardless of the
medium of such publication) any matter on or relating to the business or affairs
of the Company or any other member of the Group, including, without limitation,
any matter relating to any customer, client or other connection of the Group
which cam to your knowledge during your employment.

You undertake that for a period of six months immediately following the delivery
of notice of the termination of your employment ("Termination Date"), you will
not, directly or indirectly, approach, solicit or deal with in competition with
the Company or any other member of the Group, any person, firm, company or other
organisation whatsoever who or which at any time during the twelve months
immediately preceding the Termination Date was a client of the Company or any
other member of the Group or was a person, firm, company or other organisation
with whom you had substantial business dealings on behalf of the Company or any
other member of the Group.

You undertake that for a period of six months immediately following the
Termination Date you will not (whether on your own account or on behalf of or in
conjunction with any person, firm or organisation) induce or procure or attempt
to induce or procure any person who on the Termination Date is or was in the six
months preceding the Termination Date an employee or consultant of or under
contract of services to the Company or any other member of the Group to leave
the service of the Company or any other member of the Group or accept into
employment or otherwise engage or use the services of any Person who is on the
Termination Date or was in the six months preceding the Termination Date an
employee or consultant of or under contract of services to the Company or any
other member of the Group.

For a period of six months from the Termination Date, you will not, directly or
indirectly (whether on your own account or in any capacity on behalf of any
other person, firm or organisation), in competition with the Company or any
member of the Group work for, be engaged or employed by or provide services to
any client of the Company or any member of the Group for or with whom you were
working on a project or with whom you had personal contact on behalf of the
Company or any other member of the Group at any time during the six months
immediately preceding the Termination Date.



                                      -4-
<PAGE>

Each of the restrictions contained in this clause is considered by the parties
to be reasonable in all the circumstances. However, both parties recognise that
such restrictions may fail for technical reasons and accordingly it is hereby
agreed and declared that if any one or more of such restrictions shall either by
itself or themselves or taken with other be adjudged to be invalid as exceeding
what is reasonable in all the circumstances for the protection of the interests
of the Company or any other member of the Group but would be valid if any
particular restriction or restrictions were deleted or if part of parts of the
wording thereof were deleted, then the said restrictions shall apply with such
deletion(s) as may be necessary to make them valid and effective; is a separate
restriction on you and will be enforceable by the Company both for itself and as
agent or trustee of any other member of the Group and separately and
independently of its right to enforce any one or more of the other restrictions
contained in this Agreement.

POLICIES AND PROCEDURES: You will be expected to comply with the published
procedures, including the employee handbook, of the Company as in effect from
time to time. You will obey all lawful and reasonable directions of the Company.

LAW:  Your employment shall be at all times in all respects to be governed by
the laws of  Ireland.

ACCEPTANCE: I acknowledge receipt of this letter and I accept Worldport Ireland
Limited offer of employment on the terms and conditions set out above. I confirm
my start date to be January 1, 2001.

DATED:      29TH DECEMBER 2000


SIGNED:    /S/ FRAZER HAMILTON




                                      -5-
<PAGE>



1.  CONFIDENTIALITY
--  ---------------

1.       Within this Appendix the following words shall have the following
         meaning:-

         (a)      "Associated Undertaking", means any undertaking which from
                  time to time is a subsidiary undertaking of the Company or is
                  the parent undertaking of the Company or a subsidiary
                  undertaking of any such parent undertaking and for the
                  purposes of this definition "subsidiary undertaking" and
                  "parent undertaking" shall have the meanings respectively
                  given to them by Regulation 3 and 4 of the European
                  Communities (Companies Group Account) Regulations 1992.

         (b)      "Confidential  Information",  means any  proprietary
                  information, whether or not protectible as a trade secret
                  which provides an advantage to a competitor or which a party
                  wishes to designate as confidential for a valid business
                  reason or, without prejudice to the generality of the
                  foregoing, which concerns the business, finance or
                  organisation of the Company or any associated undertaking,
                  their suppliers or customers which shall have come to your
                  knowledge during the course of your employment. By way of
                  illustration only and not limitation information will be
                  confidential if it relates to trade secrets, research and
                  developments, information relating to the Intellectual
                  Property, software (object or source codes), suppliers and
                  their production and delivery capabilities, customers and
                  details of their particular business and requirements,
                  costings, profit margins, discounts, rebates and other
                  financial information, marketing and selling strategies and
                  tactics, current activities and current and future plans
                  relating to al or any of development or sales including the
                  timing of all or any such matters, the development of new
                  products, or technical design or specifications of the
                  products of the Company or associated undertakings.
                  Confidential Information also includes any information in
                  respect of which the Company or any Associated Undertaking has
                  an obligation not to disclose which information may have come
                  to your knowledge during your service with the Company.

2.       You acknowledge that in the course of your employment you will have
         access to and be entrusted with Confidential Information in respect of
         the business of the Company and its Associated Undertakings all of
         which information is or may be secret or confidential and important to
         the Company or any Associated Undertaking. You acknowledge that the
         disclosure of any Confidential

         Information (whether directly or indirectly) to any person could damage
         the interests of the Company or its Associated Undertakings or place
         any of them in a competitive disadvantage and may cause damage (whether
         financial or otherwise) to its or their business. You therefore agree
         to enter into the restrictions contained in this Contract and this
         Appendix.

         You shall not without the prior written consent of the Company, and in
         the proper performance of your duties under this Agreement, either
         during the period of your employment or any time thereafter:


                                      -6-
<PAGE>

         (a)      disclose Confidential Information to any person (except to
                  these authorised by the Company to know); or

         (b)      use Confidential Information for your own purpose or for any
                  purpose other than those of the Company; or

         (c)      through any failure to exercise all due care and  diligence,
                  cause or permit any  unauthorised  disclosure of such
                  Confidential Information.

         Save that these restrictions shall cease to apply to Confidential
         Information which becomes properly and validly available in the public
         domain otherwise than through your default or which you are required to
         disclose by a court of competent jurisdiction.

3.       The provisions of this Contract and Appendices shall apply mutatis
         mutandis to confidential information relating to any Associated
         Undertaking, or any customer or client of the Company or Associated
         Undertaking which you may receive or obtain or may have received or
         obtained during your employment and you shall, upon request, enter into
         an enforceable agreement with any such company or other person to the
         like effect.

4.       All notes,  memoranda,  records,  papers,  documents,  correspondence
         and writing (which shall include information recorded or stored in
         writing, or on magnetic tape or disc, or otherwise recorded or stored
         for reproduction, whether by mechanical or electronic means and whether
         or not such reproductions will result in a permanent record being made)
         which from time to time may be in your possession (whether made by you
         or not) relating to the business of the Company any Associated
         Undertaking or the customers and clients of the Company or any
         Associated Undertaking shall be and will continue to remain the
         property of the Company or Associated Undertaking to whose business
         they relate and shall be delivered by you to the Company or persons or
         corporate entities to whom they belong immediately upon request, and
         you shall not make or keep any copies or extracts of such notes,
         memoranda, records, papers, documents, correspondence and writing.

 5.      This obligation is in addition to and not in substitution for any
         implied obligations imposed upon you by law in relation to the use or
         disclosure of Confidential Information. The Company policy on
         Confidential Information is set out in the Employee Guidelines.

6.       As a condition of your employment, you may be required to sign and
         return to the Company or any Associated Undertaking a Declaration of
         Secrecy Agreement which places confidentiality on all business matters
         pertaining to the Company, Associated Undertakings and/or their
         customers and clients.

7.       These restrictions shall continue to apply after termination of your
         employment without limit in point of time. This limit shall cease to
         apply to information ordered to be disclosed by a Court of competent
         jurisdiction or otherwise required to be disclosed by law or by a
         regulatory body.


                                      -7-
<PAGE>

8.       At the end of your employment you undertake to give to the Company or
         Associated Undertaking all Confidential Information and all documents,
         notes, records or materials of any type or description in your
         possession or under your control which relate to such Confidential
         Information.

9.       The Company and you respectively agree that each of the restrictions
         set out in this Appendix and each of the categories of Confidential
         Information set out herein are separate and severable and enforceable
         accordingly, and if any one or more of such restrictions, or part of a
         restriction or categories, or part of a category is held to be against
         public policy, public interest or unlawful, or in any way an
         unreasonable restraint of trade, the remaining restrictions, or
         remaining part of the restriction, or the remaining categories, or the
         remaining part of the category, shall continue in full force and effect
         and bind you.




                                      -8-
<PAGE>



2.  INTELLECTUAL PROPERTY RIGHTS
--  ----------------------------

1.       Within this Appendix the following words shall have the following
         meaning;

         (a)      "Associated Undertaking", means any undertaking which from
                  time to time is a subsidiary undertaking of the Company or is
                  the parent undertaking of the Company or a subsidiary
                  undertaking of any such parent undertaking and for the
                  purposes of this definition "subsidiary undertaking" and
                  "parent undertaking" shall have the meanings respectively
                  given to them by Regulation 3 and 4 of the European
                  Communities (Companies Group Account) Regulations 1992.

         (b)      "Intellectual  Property",  means  discoveries,  concepts,
                  ideas and improvements to existing technology whether or not
                  written down or otherwise converted to tangible form, patents,
                  designs, trade secrets, trade names, goodwill, copyright, all
                  rights in inventions, designs, processes, formulae, notations,
                  improvements, know-how, goodwill, reputation, modes, get-up,
                  computer programmes and analogous plans, models, literary,
                  dramatic, musical and artistic works and all other forms of
                  industrial or intellectual property (in each case in any part
                  of the world and whether or not registered or registerable and
                  to the fullest extent thereof and for the full period thereof
                  and all extensions and renewals thereof) and all applications
                  for registration thereof and all rights and interests, present
                  and future, thereto and therein.

2.       In consideration of the Company employing you, you hereby assign to the
         Company (including, to the extent necessary, by way of future
         assignment) all copyright and other Intellectual Property rights for
         their full term throughout the world in inventions, development,
         discoveries, improvement in processes, designs and copyright works,
         whether or not capable of registration, which have been or will be
         created by you (except those inventions, developments, discoveries,
         improvements in processes, designs or copyright works created by you
         outside your normal working hours and wholly unconnected with your
         employment), during the period of your employment with the Company.

3.       If at any time during your employment you (whether alone or with any
         other person or persons) make or discover any invention, development,
         discovery, improvement or process, whether or not relating directly or
         indirectly to the business of the Company or any Associated
         Undertaking, you shall treat the said invention, development,
         discovery, improvement or process and all information relating thereto
         as confidential to the Company and shall promptly disclose to the
         Company full details including drawings and models (if any) of such
         inventions, development, discovery, improvement or process to enable
         the Company to determine whether it is a company invention.

4.       If at any time during your employment you (whether alone or with any
         other person or persons) create any design or copyright work, whether
         or not capable of registration, you shall treat such design or
         copyright work and all information relating thereto as




                                      -9-
<PAGE>

         confidential to the Company and shall promptly disclose to the Company
         full details including drawings and models (if any) of such design or
         copyright work.

5.       You hereby irrevocably and unconditionally waive in favour of the
         Company any and all moral rights conferred on you by law for any design
         or copyright work in which copyright is vested in the Company.

6.       Notwithstanding  any prior  termination  of your  employment  under
         this Contract of Employment, at the request and expense of the Company
         you shall:

         (a)      do all things necessary to enable the Company or its nominees
                  to confirm absolute title to and ownership of and to obtain
                  the benefit of the invention, development, discovery,
                  improvement in process, design or copyright work (as the case
                  may be) and to secure patent or other appropriate forms of
                  protection for it throughout the world;

         (b)      provide to the Company all such assistance as the Company may
                  require in relation to the resolution of any question
                  concerning patent copyright or other intellectual property or
                  proprietary rights assigned by virtue of this Contract of
                  Employment and Appendices.

7.       Decisions as to the procuring of a patent or other appropriate
         protection and exploitation of any invention, development, discovery,
         improvement in process, design or copyright work (as the case may be)
         shall be at the sole discretion of the Company.

8.       You will appoint the Company or such  person/persons  nominated by the
         Company from time to time to be your agent and/or attorney in your name
         and on your behalf to execute, sign and do all deeds, instruments or
         things and generally to use your name for the purpose of giving to the
         Company or the Company acting through its Attorney's Agents or
         otherwise or its nominee(s) the full benefit of the provisions of
         Clause 15 and this Appendix if requested to do so which you hereby
         agree to. A certificate in writing signed by any officer holder or
         director of the Company that any instrument or act falls within the
         authority conferred by this Clause shall be conclusive evidence that
         such is the case so far as you and any third party is concerned.




                                      -10-
<PAGE>



3.  REFERENCE AND SECURITY CHECKS
---------------------------------

1.       In consideration of the Company employing you, you hereby acknowledge
         that due to the type, scope and sensitivity of the work of the Company
         and your involvement with same and the undertakings which the Company
         may have to give or provide to the clients and customers of the Company
         evidence of the honesty, integrity, personal and financial standing of
         all our employees may be required to be demonstrated from time to time
         to our clients, customers and others with whom the Company may have
         dealings.

2.       The Company may be required to provide from time to time confirmation
         that particular employees working on particular projects met defined
         requirements which projects would include but shall not be limited to
         such matters as encryption, handling or storing encryption keys, and
         projects involving financial or sensitive data transfers.

3.       To facilitate the Company in meeting the requirements which may be
         applied to or required from the Company, the Company may from time to
         time have to obtain reports on individual employees. Such reports shall
         not be communicated to outside parties and shall remain confidential
         within the Company unless you consent to such information being
         disclosed.

4.       You hereby confirm that you will sign such authorisations and consents
         as may be required from time to time to facilitate such reports and
         documentation being obtained.

5.       It is a condition of your employment that you at all times maintain an
         A Credit rating or such other similar rating as may be designated by
         the Company from time to time.

6.       The Company will be implementing a financial reporting policy to assist
         any employee who may have financial difficulties to bring the matter to
         the attention of the Company so that a negative report will not impact
         in a negative way on their future career with the Company.

7.       Full particulars on the Company Reference And Security Checks Policy is
         set out in the Employee Handbook.




                                      -11-
<PAGE>



4.  ACCEPTABLE USE STATEMENT FOR COMPUTING RESOURCES
----------------------------------------------------

The following document outlines rules and guidelines for use of the computing
systems and facilities located at or operated by Worldport Communications, Inc
and/or its subsidiary and related companies ("Worldport"). References to
computing facilities will include any computing device, mobile computing device,
server or network provided or supported by Worldport, without limitation. Use of
the computer facilities includes the use of data/programs stored on Worldport
computing systems, data/programs stored on magnetic tape, floppy disk, CD ROM or
other storage media and network resources that are owned and maintained by
Worldport. The "user" of the system is the person using system resources to
perform work in support of a Worldport Communications, Inc. program or a project
authorized by Worldport. The purpose of these guidelines is to ensure that all
Worldport users (staff, contractors, agents, support personnel and management)
use the Worldport computing facilities in an effective, efficient, ethical and
lawful (having regard for applicable local and international laws) manner.

Worldport computing systems are for use in conducting Worldport business only.
As such, responsible computing practices are required. Worldport will regard
non-business use of computing resources as explicit acceptance by the user of
all responsibility for any direct or indirect damage to Worldport resources as a
direct or indirect result of such use. As property of Worldport, all activity
and data on Worldport platforms and computer facilities are subject to
monitoring, control and disclosure to authorized staff when deemed necessary.
Worldport accounts and computer facilities are to be used only for the purpose
for which they are authorized and are not to be used for non-Worldport related
activities. Worldport computer facilities and accounts shall not be used for any
improper, unlawful, or immoral purpose. Unauthorized use or abuse of a Worldport
account/system may constitute grounds for disciplinary action and either civil
or criminal prosecution.

In the text below, "users" refers to users of the Worldport computing systems
and facilities.

1.       Worldport computing systems shall be configured according to a platform
         standard by the Worldport Internal IT group. Users shall not make
         changes to the platform standard, shall not modify the hardware
         configuration, and shall not modify the Operating System. All requests
         for system modification must go through Internal IT, and any
         unauthorized changes shall be regarded as explicit acceptance by the
         user of all responsibility for any direct or indirect damage to
         WorldPort resources as a result of such changes.

2.       Default installations for personal computing facilities shall include:

         o    A screensaver which requires a password after a 5 minutes of
              inactivity.
         o    Anti-virus software.
         o    Secure shell (ssh), or other approved client for encrypted
              connections.
         o    Pretty Good Privacy (PGP) for encrypted e-mail and files.

         Users shall use these tools as appropriate and report any faulty or
         non-existent instances of these tools to Internal IT for resolution.


                                      -12-
<PAGE>

3.       Users are responsible for protecting the computing facilities and
         related information assets of WorldPort. Users are responsible for
         observing WorldPort Network Security Alerts and implementing required
         fixes. Users are responsible for keeping anti-virus definitions
         up-to-date and employing an effective password policy. Consult the
         WorldPort User Guide for guidelines on protecting your account and
         information using the standard system protection mechanisms.

4.       Users are responsible for reporting any weaknesses in WorldPort
         computer security, any incidents of possible misuse or violation of
         this statement to the proper authorities by contacting WorldPort
         Network and Systems Security or by sending electronic mail to
         security@wrdp.com.

5.       Users shall not attempt to access any data or programs contained on
         WorldPort systems for which they do not have authorization or explicit
         consent of the owner of the data/program, the WorldPort Division
         Director or the WorldPort Director of Network and Systems Security.

6.       Users shall not divulge Dialup or Dial back modem phone numbers to
         anyone. Additionally, users shall not install modems anywhere in the
         WorldPort network or on any computing facility. Any out-of-band (i.e. -
         analog dial line, etc) provisioning must be reviewed and approved by
         the Director of Network and Systems Security.

7.       Users shall not share their WorldPort account(s) with anyone. This
         includes sharing the password to the account, providing access (via an
         .rhost entry, etc) or other means of sharing.

8.       Users shall not make copies of system  configuration files (e.g.
         /etc/passwd,  NT Security database,  etc)   for their own, unauthorized
         personal use or to provide to other people/users for unauthorized uses.

9.       Users shall not connect unauthorized equipment or networks to any
         WorldPort network. Connection of equipment to the WorldPort network
         requires the explicit review of the Network Design group and the
         Network & Systems Security Design group, with no exceptions.

10.      Users shall not engage in activity with the intent to: harass other
         users; degrade the performance of systems; deprive an authorized
         Worldport user access to a Worldport resource; obtain extra resources
         beyond those allocated; circumvent Worldport computer security measures
         or gain access to a Worldport system for which proper authorization has
         not been given.

11.      Users shall not knowingly or carelessly perform acts that will
         interfere with the normal operation of computers, terminals,
         peripherals, or networks.


                                      -13-
<PAGE>

12.      Users shall not attempt to monitor or tamper with another user's
         electronic communications, or read, copy, change, or delete another
         user's files or software without the explicit agreement of the owner.

13.      Electronic communication facilities (such as Email or Newsgroups) are
         for authorized corporate use only. Fraudulent, harassing, defamatory,
         offensive, indecent or obscene messages and/or materials shall not be
         sent from, to or stored on WorldPort systems. Spamming, chain letters
         or any other form of inappropriate mass mailing is also strictly
         prohibited, internally or externally.

14.      Users shall not download, install or run security programs or utilities
         which reveal weaknesses in the security of a system. For example,
         WorldPort users shall not run password cracking programs on WorldPort
         computing systems.

15.      Users shall not knowingly or carelessly run or install on any computer
         system or network, or give to another user a program intended to damage
         or to place excessive load on a computer system or network. This
         includes, but is not limited to, programs known as computer viruses,
         Trojan Horses, and worms. Users shall not install or run files of
         unknown or untrusted origin.

16.      Users shall not make unauthorized copies of copyrighted software,
         except as permitted by law or by the owner of the copyright and shall
         not otherwise use Worldport computer facilities to create, host or
         transmit material which infringes copyright, trademark, patent, trade
         secret or other proprietary rights of any other party.

17.      Users shall not use resources for commercial  activity outside of
         legitimate Worldport business, such as creating products or services
         for sale.

18.      Users shall obey all corporate  directives regarding  appropriate use,
         be it in the form of signage, memo, electronic mail, etc.

Any noncompliance with these requirements will constitute a security violation,
abuse of privileges, and will be reported to the management of the Worldport
user and the Worldport Director of Network and Systems Security and will result
in disciplinary action ranging from short-term or permanent loss of access to
Worldport computing facilities up to and including termination of employment.
Serious violations may result in civil or criminal prosecution.



I CONFIRM THAT I HAVE READ AND ACCEPT THE ABOVE ITEMS ON CONFIDENTIALITY,
COMPUTING FACILITIES ACCEPTABLE USE STATEMENT, INTELLECTUAL PROPERTY RIGHTS AND
REFERENCE & SECURITY CHECKS.

SIGNED:                                                       DATED: