SEPARATION AND RELEASE AGREEMENT


WorldPort Communications, Inc., on behalf of itself and its related entities,
and their shareholders, directors, officers, employees, agents, contractors, and
attorneys, and their predecessors, successors, and assigns ("Employer") and John
Hanson ("Employee") enter into this Separation and Release Agreement
("Agreement"). In consideration of the promises made among the parties and other
good and valuable consideration as follows:

1.   The Employee hereby resigns from all officer, director and other positions
     and employment with Employer and its affiliates, effective January 4, 2002
     ("Separation Date").

2.   In consideration for Employee's performance of the covenants contained in
     this Agreement and in reliance upon Employee's representations contained in
     this Agreement, Employer agrees to provide the following:

     a.    Employer shall pay Employee $255,000, subject to usual withholdings
           required by law, representing all compensation to which Employee may
           be entitled, plus additional compensation to which Employee is not
           otherwise entitled. This payment will be made to Employee on the
           business day following the Effective Date (as defined in Section 7).

     b.    Employee shall be eligible for continued insurance coverage through
           the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")
           for a period of up to eighteen (18) months at the Employee's expense.
           Employer will pay the cost of such coverage for the first 12 months
           provided that (i) Employee uses his best efforts to secure similar
           benefits from another employer and (ii) Employer shall not be
           required to pay the cost of such coverage after comparable benefits
           are available to Employee from another employer.

     c.    In accordance with legal requirements, Employee will be paid
           Employee's earned wages and six (6) days of accrued and unused
           vacation due and owing Employee regardless of whether this Agreement
           is signed.

     d.    Your laptop, and the Microsoft Office software currently on your
           laptop.

     Employee shall not accrue further benefits under Employer's retirement
     benefit plan(s) or employee welfare benefit plan(s) after Employee's
     Separation Date. No severance pay shall be considered "earnings" under any
     pension plan sponsored by Employer.

3.   Except as may be required by law, administrative or judicial process,
     Employee shall not disclose to anyone (without the prior written consent of
     Employer) any information regarding the financial condition, contractual
     arrangements, internal affairs, or governance of Employer, its related and
     affiliated entities, shareholders, directors, officers, employees, agents
     or attorneys (past, present and future) which is non-public, confidential,
     or proprietary or




<PAGE>

     which would in any way injure the reputation or business advantage of any
     of the foregoing persons or entities. Employee appreciates and agrees to
     uphold any continuing obligations under the law and any confidentiality
     and/or invention agreement Employee may have entered into.

4.   Except as may be required by law, administrative or judicial process,
     Employee agrees that he/she will not, without the prior written consent of
     Employer, directly or indirectly disclose to any individual, corporation,
     or other entity (other than Employer, its officers, directors, or employees
     entitled to such information) or use for Employee's own or any other person
     or entity's benefit, any information, whether or not reduced to written or
     other tangible form which:

     a.    is not generally known to the public or in the industry;

     b.    has been treated by Employer or any of its related or affiliated
           entities as confidential or proprietary; and

     c     is of competitive advantage to Employer or any of its related or
           affiliated entities and in which Employer or any of its related or
           affiliated entities has a legally protectable interest;

     (such information being referred to in this paragraph as "Confidential
     Information"). Confidential Information which becomes generally known to
     the public or in the industry (other than through Employee), or in the
     confidentiality of which Employer and any of its related or affiliated
     entities cease to have a legally protectable interest, shall cease to be
     subject to the restrictions of this paragraph.

5.   Employee represents that he will deliver to Employer all of Employer's
     data, worksheets, forms, papers, books, notebooks, drawings, records,
     phone, travel and credit cards, tools, equipment, keys, computer diskettes,
     computer programs, databases or like written, printed or electronic media
     or materials in Employee's possession or control and all copies thereof,
     and all other property of Employer and its related and affiliated entities,
     upon the cessation of Employee's employment with Employer, other than
     Employee's laptop and the Microsoft Office software currently on Employee's
     laptop, which Employee shall be entitled to keep, provided that the
     Employer shall be entitled to delete all data and all other software from
     such laptop. The ownership and right of control of all papers, reports,
     books, records, programs, data, keys, equipment, hardware, software, file
     back-up materials, diskettes, tapes, passwords or other such materials
     prepared by, for or on behalf of Employee or provided to Employee by
     Employer during the course of Employee's employment with Employer are
     vested exclusively in Employer and remain the exclusive property of
     Employer.

6.   Employee agrees to cooperate with the Released Parties (as defined below)
     in the truthful and honest prosecution and/or defense of any claim in which
     the Released Parties may have an interest (subject to reasonable
     limitations concerning time and place), which may include without
     limitation making himself available to participate in any proceeding
     involving any of the Released Parties, allowing himself to be interviewed
     by representatives of the Released



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<PAGE>

     Parties without asserting or claiming any privilege against the Released
     Parties, appearing for depositions and testimony without requiring a
     subpoena and without asserting or claiming any privilege against the
     Released Parties, and producing and/or providing any documents or names of
     other persons with relevant information without asserting or claiming any
     privilege against the Released Parties; provided that, Employer shall pay
     Employee's reasonable expenses incurred at Employer's prior and specific
     request.

7.   Except for a claim based upon a breach of this Agreement, Employee, on
     behalf of Employee and Employee's heirs and personal representatives,
     hereby fully releases the Released Parties (as defined below) from any and
     all claims, suits, debts, damages, judgments, liabilities, demands, actions
     or causes of action of any kind or nature whatsoever, including costs and
     attorneys' fees, whether the underlying facts are known or unknown, which
     Employee has had or now claims, pertaining to or arising out of Employee's
     employment with Employer, or separation therefrom, including, but not
     limited to, any and all claims for discrimination or harassment, breach of
     contract, fraud, wrongful discharge, misrepresentation, defamation,
     violation of public policy, breach of the implied covenant of good faith
     and fair dealing, personal injury, emotional distress, sexual harassment,
     all liabilities for the payment of any sums for accrued earnings, bonuses
     or severance pay, any employee benefits other than those specifically
     referenced above, and attorneys' fees, breach of express or implied
     contract, infliction of emotional distress, or any other tort, or any claim
     under any federal, state, or local statutes, regulations or common law,
     including, without limitation, Title VII of the Civil Rights Act of 1964,
     as amended, 42 U.S.C.ss.2000e et. seq., 42 U.S.C.ss.1981, the Age
     Discrimination in Employment Act, as modified by the Older Workers Benefit
     Protection Act, the Civil Rights Act of 1991, the Family and Medical Leave
     Act, the Americans with Disabilities Act, the Employee Retirement Income
     Security Act, the Worker Adjustment and Retraining Notification Act, the
     Vocational Rehabilitation Act of 1973, as amended, the Fair Labor Standards
     Act, as amended, and the Illinois Human Rights Act. Notwithstanding the
     above, (a) the Employee's release does not apply to any rights which are
     not waivable by law (such as any rights to vested pension benefits, workers
     compensation benefits or unemployment compensation benefits) and it does
     not apply to any rights Employee may have solely as a result of his status
     as a shareholder of Employer, and (b) if a claim is brought against
     Employee by an independent third party that is not affiliated with any of
     the Released Parties and Employer no longer exists or is unable of honor
     its indemnfications obligations under Section 11 of this Agreement and
     Employee is not, directly or indirectly, being indemnified (whether
     pursuant to insurance or otherwise) as required by Section 11 of this
     Agreement, then the terms of this Section 7 shall not prohibit Employee
     from pursuing any related claim that he may have against the Employer's
     agents and advisors.

     For purposes of this release, the phrase "Released Parties" shall include
     Employer, and each of its related or affiliated entities, divisions or
     subsidiaries, and all predecessors, successors and assigns thereof and each
     of their shareholders, partners, principals, directors, officers, trustees,
     employees, agents and attorneys, past, present or future. This release
     shall be for the benefit of the Released Parties and shall run to and be
     binding upon Employee and Employee's heirs and assigns.



                                      -3-
<PAGE>

     The following provisions are applicable to and made a part of this
     Agreement and the foregoing general release and waiver:

     a.  Employee specifically releases and waives Employer from all rights and
         claims which Employee may have under the Age Discrimination in
         Employment Act of 1967 ("ADEA"), as amended by the Older Workers
         Benefits Protection Act, which arose prior to the execution of this
         Agreement, including but not limited to, any claim relating to
         Employee's separation, or the severance pay program. This Agreement
         does not waive any rights or claims that may arise under the ADEA after
         the date Employee signs this Agreement.

     b.  Employee hereby acknowledges that, in exchange for this general release
         and waiver hereunder, Employee has received separate consideration
         beyond that to which Employee is otherwise entitled under Employer
         policy or applicable law, and that without such release and covenant
         not to sue, no agreement would have been reached by the parties.
         Employee understands and acknowledges the significance and consequences
         of this release and this Agreement.

     c.  Employer advises Employee to consult with an attorney of Employee's
         choosing prior to executing this Agreement, which contains a general
         release and waiver.

     d.  Employee has been provided at least forty-five (45) days from the date
         of presentment to consider whether or not to execute this Agreement and
         waive and release all claims and rights arising under the ADEA.

     e.  If Employee executes this Agreement, Employee has a further period of
         seven (7) days after such date in which to revoke the Agreement and the
         Agreement shall not become effective or enforceable until the day after
         the Revocation Period expires ("Effective Date"). However, if Employee
         does not execute (or executes and later timely revokes) this Agreement,
         then Employee will not receive the payments and benefits described in
         Paragraph 2 above (except for paragraph 2(c)).

     f.  Exhibit "A," which is attached hereto and incorporated herein as a part
         of this Agreement, contains the following information: the group of
         individuals covered by the severance pay programs; the applicable time
         limits for the severance pay program; the job titles and ages of all
         individuals who are eligible for the severance pay program; and the
         ages of all individuals in the same job classifications or organization
         units who are not eligible for the severance pay program.

8.   To the maximum extent permitted by law, Employee covenants not to sue or to
     institute or cause to be instituted any action in any federal, state or
     local agency or court against any of the Released Parties, including but
     not limited to, any of the claims released in Paragraph 7 of this
     Agreement. If Employee breaches the terms of the release and covenant not
     to sue, Employer shall be entitled to recover, in addition to any other
     relief available to Employer, its



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<PAGE>

     costs, including reasonable attorney's fees caused by such breach, as well
     as any benefits paid out under paragraph 2.

9.   Employee agrees that any breach by Employee of Paragraphs 3 through 8 of
     this Agreement will cause Employer great injury which will be difficult, if
     not impossible, to measure and that such injury will be immediate and
     irreparable for which Employer will have no adequate remedy at law.
     Consequently, Employee agrees that any material breach by Employee of the
     foregoing paragraphs of this Agreement shall entitle Employer to injunctive
     relief, and shall entitle Employer to cancel its obligations under this
     Agreement. Employee agrees that, in the event of a breach by Employee of
     the foregoing provisions of this Agreement, Employer would be more harmed
     by the denial of an injunction or other equitable relief than Employee
     would be harmed by the issuance of an injunction or other equitable relief
     and that the public interest would be furthered by the issuance of an
     injunction or other equitable relief to prevent further or additional
     breach of the foregoing provisions of this Agreement.

10.  Except for a claim based upon a breach of this Agreement, Employer, on
     behalf of itself and its successors and assigns, hereby releases the
     Employee from any and all known and disclosed claims, suits, debts,
     damages, judgments, liabilities, demands, actions or causes of action of
     any kind or nature which Employer has had or now has against Employee
     pertaining to or arising out of Employee's employment with Employer. This
     release does not, however, include claims, suits, debts, damages,
     judgments, liabilities, demands, actions or causes of action unknown or
     undisclosed to the Employer's Chief Executive Officer as of the date
     hereof.

11.  To the fullest extent permitted by the Employer's Certificate of
     Incorporation and By-Laws and by the Delaware General Corporation Law, in
     each cases as currently in effect, the Employer will indemnify the Employee
     for any judgments, fines, amounts paid in settlement and reasonable
     expenses, including attorneys' fees, incurred by the Employee in connection
     with the defense of any lawsuit or other claim to which he is made a party
     by reason of being or having been an officer, director or employee of the
     Employer or any of its subsidiaries. In addition, the Employee shall be
     entitled to the protection of any director and officer liability insurance
     policies the Employer may elect to maintain generally for the benefit of
     its directors and officers to the maximum extent of coverage available for
     any such officer or director.

12.  Employee agrees to consult with the Employer from time to time regarding
     historical Employer matters (subject to reasonable limitations concerning
     time and place). The Employer shall not be required to pay any additional
     consideration for such services.

13.  Employee agrees that neither this Agreement nor performance hereunder
     constitutes an admission by Employer of any violation of any federal, state
     or local law, regulation, or common law, or any breach of any contract or
     any other wrongdoing of any type.

14.  Employee agrees that this Agreement constitutes the entire understanding
     between the parties with reference to the subject matter of this Agreement
     and that all prior negotiations and understandings, verbal or written,
     between Employer and Employee, relating to the items and



                                      -5-
<PAGE>

     things referred to in this Agreement have been merged herein. No
     modification of this Agreement shall be valid unless signed by the party
     against whom such modification is sought to be enforced. This Agreement
     shall be construed in accordance with the laws of the State of Illinois.

15.  It is intended that the provisions of this Agreement shall be enforced to
     the fullest extent permissible in each jurisdiction in which enforcement is
     sought. The parties hereby expressly empower a court of competent
     jurisdiction to modify any term or provision of this Agreement to the
     extent necessary to comply with existing law and to enforce this Agreement
     as modified. In addition, if any provision, section, subsection or other
     portion of this Agreement, other than Paragraphs 7 or 8, shall be
     determined by any court of competent jurisdiction to be invalid, illegal or
     unenforceable in whole or in part, and such determination shall become
     final, such provision or portion shall be deemed to be severed or limited,
     but only to the extent required to render the remaining provisions and
     portions of this Agreement enforceable. This Agreement as thus amended
     shall be enforced so as to give effect to the intention of the parties
     insofar as that is possible.

16.  This Agreement shall be binding upon, and inure to the benefit of, Employer
     and its successors and assigns and any person acquiring, whether by merger,
     consolidation, purchase of assets or otherwise, all or substantially all of
     Employer's assets and business.

17.  Employee acknowledges that he has carefully read and fully understands the
     terms and provisions of this Agreement and all of his rights and
     obligations thereunder, has been or has had the opportunity to be
     represented by legal counsel of Employee's choosing, and that execution of
     this Agreement is voluntary, and in no way coerced.



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IN WITNESS WHEREOF, the parties have executed this Separation and Release
Agreement on the date written below.


WORLDPORT COMMUNICATIONS, INC.             EMPLOYEE

By: /S/ K. A. Cote                          /S/ John T. Hanson
   --------------------------------        -------------------------------------
       (Signature)                         (Signature)

Its: Kathleen A. Cote                        John T. Hanson
    -------------------------------        -----------------------------------
                                           (Printed Name)

Date:    January 15, 2002                  Date:   January 15, 2002
       ----------------------------              -----------------------------




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                                    EXHIBIT A


                                                            Age of      Age of
                                                           Eligible   Ineligible
  Department                   Job Title                   Employee    Employee
  ----------                   ---------                   --------    --------

   Finance       Assistant Controller                        N/A          29
   Finance       Director of Corporate Finance                41         None
   Finance       Manager-Financial Planning & Analysis        30         None
   Finance       Manager - Accounting Operations              34         None
   Finance       Chief Financial officer                      44         None
   Finance       Corporate Controller                        N/A          36
   Finance       Executive Administrator                      40         None
   Finance       Senior Accountant                            46         None