<PAGE>   1
                                                                   EXHIBIT 10.16

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

                                   CO-LOCATION
                               SERVICE ORDER FORM


CUSTOMER INFORMATION

Customer Name: WorldPort Communications, Inc.        
               ---------------------------------------------------------------
Customer Address: Street: 1825 Barrett Lakes Blvd       City: Kennesaw
                  -------------------------------------       ----------------
                  State:       GA                       Zip:    30144
                        -------------------------------     -------------------
         Phone: (770) 792-735  Fax: (770) 792-0676   E-Mail:wrdp.com       
                 -------------------------------------------------------------
Billing Address:   Street: Same   City:             State:       Zip:
                          ------       ------------       ------     ---------
Customer Contact: Patricia Griggs                                          
                 -------------------------------------------------------------
         Street:  Same       City:                    State:   Zip:
                ----------         -------------------      --     -----------
         Phone: (770) 792-5812   Fax: (770) 792-0676 E-Mail:pgriggs@wrdp.com
                ---------------------------------------------------------------

Your signature on this Service Order acknowledges that you understand and accept
the terms and conditions set forth below, that you are duly authorized to
execute this Service Order on Customer's behalf, and that Customer agrees to be
bound by the provisions hereof (including terms contained in the Standard Terms
and Conditions).

CUSTOMER ACCEPTANCE


-----------------------------
Authorized Customer Signature


--------------------------
Date


--------------------------
Typed or Printed Name


--------------------------
Title


LEVEL 3 ACCEPTANCE

----------------------------
Authorized Level 3 Signature

----------------------------

<PAGE>   2
Date

-------------------------
Typed or Printed Name

--------------------------
Title

COLLOCATION TERMS AND CONDITIONS:

1. This Service Order is entered into pursuant to the terms of the Standard
Terms and Conditions for Delivery of Products or Services ("Standard Terms and
Conditions") issued by Level 3 Communications, LLC ("Level 3"), a current copy
of which has been made available for Customer's review (either electronically or
in hard copy). The Standard Terms and Conditions are hereby incorporated into
the terms hereof.

2. Customer is hereby granted the right to occupy the space ("Space") identified
in "Customer Order Forms." Each Customer Order Form, when submitted and accepted
by Level 3, shall be incorporated into and become a part of this Service Order.
Customer may submit multiple Customer Order Forms requesting use of different
Space, each of which shall be governed by the terms of this Service Order
(including the Standard Terms and Conditions). Customer Order Forms may be
submitted in any fashion specified by Level 3 (including, but not limited to,
electronic submission).

3. Customer shall be permitted to use the Space only for placement and
maintenance of communications equipment which shall be interconnected to the
network services offered by Level 3. Customer may use the Space to cross connect
to the facilities of other communications carrier if and only if Level 3 cannot
or will not provide such services to Customer on commercially reasonable terms.

4. During the term for use of the Space set forth in each Customer Order Form,
Customer shall commit to use, order and pay for Level 3 network communications
services (not including monthly recurring fees charges for the use of the Space
with monthly recurring charges of at least ["ECONOMIC TERMS OMITTED"] for each
cabinet (["ECONOMIC TERMS OMITTED"] for each half cabinet) of Space ordered by
Customer. Customer shall achieve the minimum service level no later than six (6)
months after submission and acceptance of each Customer Order Form. Level 3 may
terminate use of the Space in the event Customer does not satisfy this minimum
service commitment.

5. Level 3 shall perform such janitorial services environmental systems,
maintenance, power plant maintenance and other actions as are reasonably
required to maintain the facility in which the Space is located in good
condition which is suitable for the placement of communications equipment.
Customer shall maintain the Space in orderly and safe condition, and shall
return the Space to Level 3 at the conclusion of the term set forth in the
Customer Order Form in the same condition (reasonable war and tear expected) as
when such Space was delivered to Customer.

[INFORMATION ON THIS PAGE SUBJECT TO CONFIDENTIAL TREATMENT REQUEST]

<PAGE>   3

6.  The term of use of the Space shall begin on the later to occur of the date
requested by Customer or the date that Level completes the build-out of the
space. Customer's use of the Space beyond the initial term shall be on a
month-to-month basis, unless Customer and Level 3 have agreed in writing to a
renewal of the right to use such Space.

7.  Level 3 shall use reasonable efforts to complete the build-out and make the
Space available to Customer on or before the date requested by Customer. In the
event that Level 3 fails to complete the build-out within sixty (60) days of the
date requested by Customer, then Customer may terminate its right to use such
Space and receive a refund of any fees paid for the use or build-out of such
Space.

8.  Level 3 shall have the right to terminate customer's use of the Space in
the event that (a) Level 3's right to use the facility within which the Space is
located terminates or expires for any Reason; (b) Customer has violated the
material terms hereof (including the Standard Terms and Conditions Or any
Service Order submitted thereunder); (c) Customer makes any material alterations
to the Space without first obtaining the written consent of Level 3' (d)
Customer allows personnel or contractors to enter the Space who have not been
approved by Level 3 in advance; or (e) Customer violates any posted or otherwise
communicated rules relating to use of or access to the Space. Level 3 shall use
reasonable efforts to notify Customer of any events that may result in
termination of the use of the Space

9.  Customer shall pay all monthly recurring fees, cross-connect fees, power
charges and nonrecurring fees specified in each Customer Order Form.

10. Level 3 reserves the right at its own expense to change the location or
configuration of the Space provided, however, that Level 3 shall not arbitrarily
or discriminatorily require such changes. Level 3 and Customer shall work in
good faith to minimize any disruption in Customer's service that may be caused
by such changes in location or configuration of the Space.

11. Customer shall procure and maintain the following insurance coverage's
during the term of its use of Space: (a) Comprehensive General Liability
Insurance in an amount not less than one million dollars per occurrence for
personal injury and property damage; (b) Employers' Liability Insurance in an
amount not less than five hundred thousand dollars; (c) Workers' Compensation
Insurance in an amount not less than the prescribed statutory limits. Level 3
shall be named as an additional insured on such policies. Customer shall furnish
to Level 3 certificates of insurance respecting the foregoing coverages upon
request of Level 3.

12. The liability of Level 3 for damages arising our of the furnishing of
Services or Products, including but not limited to mistakes, omissions,
interruptions, delays, tortuous conduct or errors, or other defects arising out
of the failure to furnish Services or Products, whether caused by acts of
commission or omission, shall be limited to the charges paid by customer for the
use o the pace hereunder. The extension of such refunds shall e the sole remedy
of Customer and the sole liability of Level 3. Level 3 shall in no event be
liable for any indirect, l incidental, special, consequential, exemplary or
punitive damages (including but not limited to damages for lost profits or lost
revenues). Customer may suffer, whether or not caused by the international acts
or omissions or

<PAGE>   4

negligence of Level 3's employees or agents, and regardless of whether Level 3
have been informed of the possibility or likelihood of such damages.



<PAGE>   5


                   ADDENDUM TO CO-LOCATION SERVICE ORDER FORM

         This Addendum to Co-Location Service Order Form (the "Addendum")
modifies the Co-Location Service Order Form (the "Service Order") between
WorldPort Communications, Inc. ("Customer") and Level 3 Communications, LLC
("Level 3") dated __November 13, ______, 1998 ("Effective Date"). Capitalized
terms used but not defined herein shall have the meanings set forth in the
Service Order. The terms and conditions contained in this Addendum modify the
terms and conditions set forth in the Service Order in the following respects:

1. IDENTIFICATION OF SPACE. The "Space" shall consist of up to 3,000 square feet
of floor space in Level 3's gateway facility in New York, NY.

2. TERM. Section 1 of the Service Order is hereby amended by adding the
following:

         "The term of this Service Order shall commence on the Effective Date
         and end five (5) years from the date that Level 3 makes the Space
         available for use. The term for Customer's use of the Space shall
         commence on the date that Level 3 makes the Space available for user
         and shall end five (5) years thereafter. Thereafter, this Service Order
         (and Customer's use of Space) will continue on a month to month basis
         until either party gives the other party thirty (30) days prior written
         notice of its intent to terminate or until the parties finalize another
         agreement."

3.       SECTION 3 OF SERVICE ORDER.  Section 3 of the Service Order is hereby
deleted and replaced with the following:

         "3. Customer shall be permitted to use the space only for placement and
         maintenance of communications equipment. Customer will procure access
         capacity (from Level 3 or from other carriers, as provided below) and
         place the required interconnection equipment within the Space. Customer
         will purchase access capacity to the Space from Level 3 if Level 3
         offers such access capacity on terms better than or equal to terms
         offered by other carriers and Customer has no strategic or commercial
         reasons for purchasing access capacity from another carrier. Except as
         otherwise agreed by Level 3 in writing, charges for access circuits to
         and from locations within Level 3's "Standard Service Area" or "SSA"
         are as set forth in Exhibit A."

4.       SECTION 4 OF SERVICE ORDER.  Section 4 of the Service Order Form 
is hereby deleted and replaced with the following:

         "4. During the five year term for use of the Space, Customer shall
         commit to use, order and pay for Level 3 network communications
         services (not including monthly fees charged for use of the Space) with
         monthly recurring charges which shall at least equal the following
         amounts (collectively, the "Monthly Minimum Commitment"):
<PAGE>   6

                  (a) between six (6) months after the commencement of
         Customer's use of Space and twelve (12) months after the commencement
         of Customer's use of Space, the Monthly Minimum Commitment shall be
         ["ECONOMIC TERMS OMITTED"]; and

                  (b) thereafter and for the balance of the five year term for
         use of the Space, the Monthly Minimum Commitment shall be ["ECONOMIC
         TERMS OMITTED"].

         Customer shall be liable for shortfall charges equal to the difference
         between the Monthly Minimum Commitment and Customer's actual invoiced
         amount for Level 3 network communications services in any month where
         the Monthly Minimum Commitment is not satisfied. In the event that
         Customer fails to pay the Monthly Minimum Commitment, plus any
         shortfall charges applicable, for any month during the term, Level 3
         may terminate use of the Space."

5.       SECTION 6 OF SERVICE ORDER. Section 6 of the Service Order shall be
deleted in its entirety.

6.       SECTION 7 OF SERVICE ORDER. Section 7 of the Service Order shall be
deleted and replaced with the following:

                  "7. Level 3 shall make the Space available for User's
installation of equipment on or before December 1, 1998. In the event that Level
3 fails to make the Space available to Customer or fails to provide other
Services and Products within five (5) business days of such date, then Customer
may without liability, immediately terminate this Service Order and receive a
refund of any fees or charges paid to Level 3 prior to termination. Customer
acknowledges that Level 3 intends to make the Space available to Customer in
advance of the completion by Level 3 of construction of the private room that
will be occupied by Customer, and that Level 3 anticipates that it will complete
such construction within 60 days after the date for occupancy of the Space
referenced above. During such period of time, Customer's equipment will not be
separately secured from the facility occupied by Level 3, and Level 3 shall not
be responsible for any damage to or loss of equipment which occurs
notwithstanding Level 3's compliance with its procedures for access to the
gateway facility."

7.       SECTION 8 OF SERVICE ORDER. Subparagraph (b) of Section 8 of the
Service Order is hereby amended to read as follows:

                  "(b) Customer has violated a material term hereof (including
                  the Standard Terms and Conditions or any Service Order
                  submitted thereunder)".

[INFORMATION ON THIS PAGE SUBJECT TO CONFIDENTIAL TREATMENT REQUEST]



<PAGE>   7


8.       SECTION 8 OF SERVICE ORDER. The last sentence of Section 8 of the
Service Order is hereby deleted and replaced with the following:

                  "Except as may be required to conform to applicable law or to
protect Level 3's gateway facility or the equipment located therein, Level 3
shall provide at least thirty (30) days prior written notice of its intent to
terminate the Service Order under this section."

9.       SECTION 12 OF SERVICE ORDER. The first sentence of Section 12 of the
Service Order is hereby amended to read as follows:

         "The liability of Level 3 for damages arising out of the provision of
         the Space, including but not limited to mistakes, omissions,
         interruptions, delays, tortious conduct or errors, or other defects,
         whether caused by acts of commission or omission, shall be limited to
         the balance of the monthly recurring charges for use of the Space for
         the remaining term of the use of the Space."

10.      PRICING. The pricing for the Space (monthly recurring charges and
nonrecurring charges) to be provided hereunder is set forth in Exhibit A,
attached hereto and incorporated herein by this reference. In addition, the
pricing for certain Level 3 network communications services (which will be
ordered by Customer under a separate service order for private line services) is
set forth in Exhibit A. The pricing for private line services set forth in
Exhibit A shall be applicable for the first two (2) years after Customer's
commencement of the use of the Space. Provided that Customer is then satisfying
the Monthly Minimum Commitment set forth herein, Level 3 agrees to meet and
negotiate in good faith reduced rates for the private line services to be
delivered after such two (2) year period so that the prices to be paid by
Customer for such services are consistent with the prices paid by other
customers of Level 3 at such time under similar terms and conditions.

11.      SITE PREPARATION. Level 3 shall be responsible for performing work
necessary for the preparation of the Space. Prior to commencement of such site
preparation, Level 3 shall provide Customer with an estimate of the costs of
performing such site preparation. After completion of such work, Level 3 shall
deliver an invoice to Customer and Customer shall be responsible for payment
thereof. The amount invoiced for the performance of the site preparation shall
(unless changes have been ordered by Customer) be reasonably consistent with the
amount set forth in the estimate. Customer shall be responsible for the
installation of equipment (a list of the equipment to be installed within the
Space is attached hereto and labeled as the "Initial Configuration" and the
"Final Configuration") within the Space. Customer shall, prior to commencement
of such installation work, provide Level 3 with reasonably detailed plans,
specifications and drawings for the equipment installation to be performed by
Customer. Installation work shall not begin until after Level 3 provides written
approval of such plans, specifications and drawings, such approval not to be
unreasonably withheld, conditioned or delayed. Customer shall complete the
installation in a timely fashion and in compliance with any approved plans,
specifications and drawings.


<PAGE>   8



         CUSTOMER ACCEPTANCE                       LEVEL 3 ACCEPTANCE

By: /s/ Daniel M. Wickersham             By:   /s/ Joseph J. De Petro      
   -----------------------------------       ----------------------------------
Its:  President - Ch. Optg. Off.         Its: Vice President Wholesale Services
    ----------------------------------       
Date: 13 November 1998                   Date:   13 November 1998
     ----------------------------------       ---------------------------------


<PAGE>   9


                                    EXHIBIT A
                         PRICING FOR SPACE AND SERVICES

A.       Charges for Use of Space.

>>       Monthly Recurring Charge: ["ECONOMIC TERMS OMITTED"] per square foot of
         Space (["ECONOMIC TERMS OMITTED"] per month for a 3,000 square foot
         Space in a gateway facility).

>>       Power Charges: ["ECONOMIC TERMS OMITTED"] per month per amp at 48 volt
         (DC only).


B.       Charges for Delivery of Certain Network Communications Services.

<TABLE>
<CAPTION>
----------------------------------------------------------------------- ---------------------------------------
                                           MONTHLY RECURRING                  NONRECURRING (INSTALLATION)
                                               CHARGE                                  CHARGE
----------------------------------------------------------------------- ---------------------------------------
<S>    <C>                            <C>                                 <C>
       DS-3 Private Line Service      ["ECONOMIC TERMS OMITTED"] per      ["ECONOMIC TERMS OMITTED"]
                                                DS-0mile                          per DS-3

       OC-3 Private Line Service      ["ECONOMIC TERMS OMITTED"] per      ["ECONOMIC TERMS OMITTED"] per OC-3
                                                DS-0mile                          per OC-3
                                                                                                   
       DS-3 Access Service*           ["ECONOMIC TERMS OMITTED"] per      ["ECONOMIC TERMS OMITTED"] per DS-3
                                                DS-3

       Cross Connects                 ["ECONOMIC TERMS OMITTED"] per DS-3          None
                                                DS-3                                             
                                            equivalent
----------------------------------------------------------------------- ---------------------------------------
</TABLE>


*From the Level 3 gateway facility to a location within Level 3's "Standard
Service Area" or "SSA."


Private Line Services must be ordered for a minimum term of one year. Mileage
for DS-3 and OC-3 circuits is measured on a V&H ("air miles") basis. Pricing is
applicable only to Private Line Services available on Level 3's owned or leased
network. Orders for Private Line Service will be governed by the terms of Level
3's standard service order form, which shall be executed at the time Customer
submits its first order for such Services.

Notwithstanding the foregoing pricing, the minimum Monthly Recurring Charge for
any DS-3 circuit (other than an access circuit) shall be ["ECONOMIC TERMS
OMITTED"] and the minimum Monthly Recurring Charge for any OC-3 circuit shall be
["ECONOMIC TERMS OMITTED"].

International private line services shall be priced on an individual case basis.

[INFORMATION ON THIS PAGE SUBJECT TO CONFIDENTIAL TREATMENT REQUEST]


<PAGE>   10






                          STANDARD TERMS AND CONDITIONS
                      FOR DELIVERY OF PRODUCTS OR SERVICES

         These Standard Terms and Conditions for Delivery of Products or
Services (the "Standard Terms and Conditions") shall be applicable to Service
Orders executed by Level 3 Communications, LLC ("Level 3") and Customer, and
these Standard Terms and Conditions shall be incorporated into each Service
Order.

DEFINITIONS

Confidential Information: Licensed Software, and all source code, source
documentation, inventions, know-how, and ideas, updates and any documentation
and information related to the Licensed Software, and any non-public information
regarding the business of the other party provided to either party by the other
party where such information is marked or otherwise communicated as being
"proprietary" or "confidential" or the like.

Customer: The person, firm or corporation which orders Service and is
responsible for the payment of charges and compliance with these Standard Terms
and Conditions.

End User: A person, firm or corporation which is designated by the Customer and
approved by Level 3 as a user of Level 3's Service furnished to Customer
hereunder.

Licensed Software: Computer software, in object code format only, the use of
which is required for use of Products or Services ordered by Customer hereunder.

Premises: The space occupied by a Customer or End User in a building or
buildings or contiguous property (except railroad rights of way, etc.) not
separated by a highway.

Products: The equipment or materials to be sold, licensed or leased to Customer
pursuant to a Service Order.

Service: Any communications service offered by Level 3 pursuant to a Service
Order.

Service Order: The request for Level 3 Services submitted by the Customer in the
format devised by Level 3. The submission of a Service Order by the Customer and
acceptance thereof by Level 3 initiates the respective obligations of the
parties as set forth therein and pursuant to these Standard Terms and
Conditions.

Term Service Order: A Service Order between Level 3 and a Customer for the
delivery of Services or Products for a stated minimum duration and/or containing
a minimum level of consumption.

SECTION 1. SERVICE ORDERS

1.1 Submission of Service Orders Customer may submit to Level 3 Service Orders
for the provision 
<PAGE>   11

of Products and/or Services desired to be ordered by Customer.
Each Service Order shall be submitted on a form designated by Level 3. The
Service Orders shall set forth the Services and Products ordered (and, if
Products are ordered, whether such Products shall be sold to, leased by or
licensed to Customer), the locations for delivery of same, the prices to be
charged for same, any applicable term and/or minimum volume commitments and
other terms and conditions as the parties may determine.

1.2 Undertaking of Level 3 Level 3 undertakes to furnish Services and Products
in accordance with these Standard Terms and Conditions, and any Service Orders
executed by Customer and Level 3. All title to equipment or materials used to
deliver the Services (except such Products as are sold to Customer under a
Service Order) shall be and remain with Level 3.

SECTION 2.  TERMINATION AND TERMINATION CHARGES

2.1 Cancellation of Service Order Prior to Initiation of Service Customer may
cancel a Service Order prior to initiation of Service or prior to the delivery
of Products, provided, however, that Customer may be responsible for the
cancellation charges set forth in these Standard Terms and Conditions (or in any
applicable Term Service Order).

2.2 Cancellation of Service Order After Initiation of Service Subject to
cancellation charges referenced herein, Customer may have Service delivery
discontinued upon thirty (30) days written notice to Level 3. Customer shall be
liable for payment of all invoices for Services furnished until the effective
date for cancellation.

2.3 Termination Liability In the event that Customer discontinues Service or
Products prior to the end of an agreed term with respect to which a Term Service
Order has been executed, or in the event that Level 3 terminates delivery of
such Service or Products due to a failure by Customer to comply with the terms
hereof (or of any Term Service Order), Customer shall pay a termination charge
in an amount determined by Level 3. The termination charge shall be no greater
than the sum of: (a) the monthly recurring charges or minimum monthly commitment
made in the Service Order that would have been due through the end of the agreed
term for the cancelled Service or Products, (b) a recapture of any nonrecurring
charges that had been waived by Level 3 upon installation of the cancelled
Service or Product, (c) a recapture of any discounts provided to Customer in
connection with the ordering of the Service or Product, and (d) reimbursement
for all expenses (including capital expenses) incurred by Level 3 in installing
any facilities required to deliver the cancelled Services or Products.

SECTION 3.  BILLING AND PAYMENT 

3.1 Payment and Rendering of Bills Level 3 shall bill all charges incurred by
and credits due to Customer on a monthly basis (unless otherwise agreed by Level
3 and Customer). Customer may direct Level 3 to deliver bills in any of the
following formats: 1) a paper format (which shall be the format for the billing
in the event Customer does not direct Level 3 otherwise), 2) a paper format bill
summary with a magnetic tape to provide the detailed information of the bill, 3)
magnetic tape only, 4) computer disc, or 5) electronic transmission. Level 3
shall bill in advance charges for all Services and Products to be provided
during the ensuing month except for charges which are dependent upon usage of
Service 
<PAGE>   12

or Products (which charges shall be billed in arrears). Adjustments for the
quantities of Service or Products established or discontinued in any billing
period will be prorated to the number of days based on a 30-day month. Level 3
will, upon request and if available, furnish such detailed information as may
reasonably be required for verification of the bill.

3.2 Payment of Bills All bills are due thirty (30) days from the date of
issuance of the bill. If any portion of the payment is received by Level 3 after
the payment due date as set forth above, or if any portion of the payment is
received by Level 3 in funds which are not immediately available to Level 3,
then interest on the unpaid balance shall be due at a rate of 1.5% per month
(0.049315% per day), or the highest rate allowed by law, whichever is less.
Interest will be applied for the number of days from the payment due date to and
including the date that Customer actually makes payment to Level 3.

3.3 Taxes and Fees Customer shall be responsible for payment of all sales, use,
gross receipts, excise, access, bypass, franchise or other local, state and
Federal taxes, fees, charges, or surcharges, however designated, imposed on or
based upon the provision, sale or use of the Services or Products delivered by
Level 3. Such taxes shall be separately stated on Customer's bill. Any state or
local tax, fee, charge, or surcharge shall be payable only for Services or
Products that are subject to such imposition.

3.4 Disputed Bills In the event that Customer disputes any portion of the
charges contained in a bill, Customer must pay the undisputed portion of the
invoice in full and submit a documented claim for the disputed amount. All
claims must be submitted to Level 3 within 60 days of receipt of billing for
those Services. If Customer does not submit a claim within such period and in
the manner stated above, Customer waives all rights to dispute such charges.
Unless disputed, the invoice shall be deemed to be correct and payable in full
by Customer.

3.5 Deposits Level 3 may, in order to safeguard its interests, require any
Customer to make a deposit as a condition to Level 3's acceptance of any Service
Order submitted by Customer, which deposit shall be held by Level 3 as a
guarantee of the payment of rates and charges. A deposit may not exceed the
actual or estimated rates and charges for the Service or Product for a two month
period. At such time as the provision of Service or Products to Customer are
terminated, the amount of the deposit will be credited to Customer's account and
any credit balance which may remain will be refunded. In case of a cash deposit,
for the period the deposit is held by Level 3, simple annual interest will be
applied to the deposit for the number of days from the date the deposit is
received by Level 3 to and including the date such deposit is credited to
Customer's account or the date the deposit is refunded by Level 3. Deposits held
will accrue interest at the greater rate of 3% per annum or the rate mandated by
applicable law.

3.6 Fraudulent Use of Services Customer shall be solely responsible for all
charges incurred respecting the Services or Products, even if such charges were
incurred through or as a result of fraudulent or unauthorized use of the
Services or Products.

SECTION 4. CANCELLATION OF SERVICE ORDERS

4.1 Cancellation of Service Order by Level 3
<PAGE>   13

A. For nonpayment: Level 3 may, upon three (3) days written notice to Customer,
discontinue Service or the delivery of Products without incurring any liability
when there is an unpaid balance for Service or Products that is overdue.

B. For returned checks: A Customer whose check or draft is returned unpaid for
any reason shall be subject to discontinuance of Service or Products immediately
and without advance written notice from Level 3.

C. For any violation of law or of any of the provisions governing the furnishing
of Service or Products: Any Service Order shall be subject to cancellation,
without notice, for any violation of any law, rule, regulation or policy of any
government authority having jurisdiction over Service or Products, or for
"spamming" in violation of Level 3's then-current policies, or by reason of any
order or decision of a court or other government authority having jurisdiction
which prohibits Level 3 from furnishing such Service or Product.

D. For other causes: A Customer shall be subject to discontinuance of Service or
Products, without notice, in the event of a breach of a Service Order, suspected
fraud or other unlawful use of the Service or Product, or fraud or
misrepresentation in any submission of information required in a Service Order
or any other information submitted to Level 3.

E. For any Customer filing of bankruptcy or reorganization or failing to
discharge an involuntary petition therefor within the time permitted by law:
Level 3 may immediately discontinue or suspend delivery of Service or Products
without incurring any liability.

4.2 Effect of Cancellation Upon Level 3's discontinuance of Service to Customer
under any of the foregoing subparagraphs, Level 3 may, in addition to all other
remedies that may be available to Level 3 at law or in equity or under any other
provision of a Service Order, assess and collect from Customer a termination
charge for the Services or Products which have been cancelled or discontinued
(as set forth in Section 2.3 hereof).

4.3 Resumption of Service or Delivery of Products If Service or the delivery of
a Product has been discontinued hereunder, and Customer requests that Service or
the delivery of Products be restored, Level 3 shall have the sole and absolute
discretion to restore such Services or Products only after satisfaction of such
conditions as Level 3 determines to be required for its protection. Nonrecurring
charges apply to restored Services or Products.

SECTION 5.  DELIVERY OF SERVICES

5.1 Level 3 Service Obligation All Service along the facilities between the
point identified as Level 3's origination point and the point identified as
Level 3's termination point will be furnished by Level 3, its agents or
contractors.

5.2 Level 3 Access to Premises Customer shall allow Level 3 continuous and
reasonable access and 

<PAGE>   14

right-of-way to the Premises to the extent reasonably determined by Level 3 to
be appropriate to the provision of Services or Products, or the maintenance of
equipment, facilities and systems relating to the Services or Products. Level 3
shall notify Customer 2 business days in advance of any regularly scheduled
maintenance that will require access to the Premises.

5.3 Service Commencement Dates Level 3 may undertake in any Service Order to use
reasonable efforts to make Services or Products available to a Customer on or
before a particular date, subject to the provisions of and compliance by
Customer with these Standard Terms and Conditions. Level 3 does not guarantee
availability by any such date and shall not be liable for any delays in
commencing Service or delivering Products to any Customer.

5.4 Level 3 Facilities Level 3 undertakes to use reasonable efforts to maintain
only the facilities and equipment required to deliver Services and Products to
Customer. Customers and End Users may not, nor may they permit others to,
rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any
of the facilities or equipment installed by Level 3, except upon the written
consent of Level 3. Equipment provided or installed at the Premises by Level 3
for use in connection with the Services shall not be used for any purpose other
than that for which Level 3 provided it. In the event that a Customer, End User
or third party attempts to operate or maintain any Level 3-owned equipment
without first obtaining Level 3's written approval, in addition to any other
remedies of Level 3 for a breach by Customer of Customer's obligations
hereunder, Customer shall pay Level 3 for any damage to Level 3-owned equipment
caused thereby. Level 3 shall, in the event that such damages are incurred,
deliver to Customer a written invoice therefor. In no event shall Level 3 be
liable to Customer or any other person for interruption of Service or for any
other loss, cost or damage caused or related to improper use or maintenance of
Level 3-owned equipment.

5.5 Title and Power Title to all facilities (except such equipment and/or
facilities as are sold to a Customer), including terminal equipment, shall
remain with Level 3. The electric power consumed by such equipment on the
Premises of Customer shall be provided by and maintained at the expense of
Customer.

5.6 Customer Provided Equipment Level 3 shall not be responsible for the
operation or maintenance of any Customer provided communications equipment.
Customer shall be responsible for maintaining equipment required to provide
answer supervision in accordance with Subpart D of Part 68 of the Federal
Communications Commissions' Rules and Regulations. Level 3 may install certain
Customer provided communications equipment upon installation of Service; unless
otherwise agreed by Level 3 in writing, Level 3 shall not thereafter be
responsible for the operation or maintenance of such equipment. Level 3 shall
not be responsible for:

A. The transmission of signals by Customer provided equipment or for the quality
of, or defects in, such transmission; or

B. The reception of signals by Customer provided equipment.

5.7 Service Charges Customer shall be responsible for the payment of service
charges for visits by 
<PAGE>   15

Level 3's agents or employees to the Premises when the Service difficulty or
trouble report results from the use of equipment or facilities by Customer or
End Users.

5.8 Removal of Equipment Customer agrees to allow Level 3 to remove all Level
3-owned equipment from the Premises:

A. after termination, interruption or suspension of the Service Order in
connection with which the equipment was used; and

B. for repair, replacement or otherwise as Level 3 may determine is necessary or
desirable.
At the time of such removal, such equipment shall be in the same condition as
when delivered to Customer or installed in Customer's premises, normal wear and
tear only excepted. Customer shall reimburse Level 3 for the replacement cost of
any equipment which is not in the same condition as when delivered to Customer.

5.9 Services and Products Subject to Availability The furnishing of Service and
Products under these Standard Terms and Conditions is subject to the
availability on a continuing basis of all the necessary facilities and is
limited to the capacity of Level 3's facilities, as well as facilities Level 3
may obtain from other carriers to furnish Service and/or Products from time to
time as required at the sole discretion of Level 3. Nothing in these Standard
Terms and Conditions shall be construed to obligate Customer to submit, or Level
3 to accept, Service Orders.

5.10 No Liability for Failure to Transmit Messages Level 3 does not undertake to
transmit messages, but offers the use of its Service and Products when
available, and, as more fully set forth elsewhere in these Standard Terms and
Conditions and any applicable Service Orders, shall not be liable for errors in
transmission or for failure to establish connections.

SECTION 6.  OBLIGATIONS AND LIABILITY LIMITATION

6.1 Obligations of the Customer Customer shall be responsible for:

A. The payment of all charges applicable to the Products and Services (including
charges incurred as a result of fraud or unauthorized use of the Products or
Services).

B. Damage or loss of Level 3's facilities or equipment caused by the acts or
omissions of Customer or End User or the non-compliance by Customer or End User
with the provisions of these Standard Terms and Conditions; or by fire or theft
or other casualty on the premises of Customer or End User (unless caused by the
negligence or willful misconduct of the employees or agents of Level 3);

C. Providing the level of power, heating and air conditioning necessary to
maintain the proper environment on the Premises;

D. Providing a safe place to work and complying with all laws and regulations
regarding the working conditions on the Premises.



<PAGE>   16
E. Making Level 3 facilities and equipment available periodically for
maintenance purposes at a time agreeable to Level 3 and Customer.

F. Keeping Level 3's equipment and facilities located on Premises free and clear
of any liens or encumbrances.

6.2 Liability of Level 3 The liability of Level 3 for damages arising out of the
furnishing of Services or Products, including but not limited to mistakes,
omissions, interruptions, delays, tortious conduct or errors, or other defects,
representations, use of Services or Products or arising out of the failure to
furnish Services or Products, whether caused by acts of commission or omission,
shall be limited to the extension of credit allowances or refunds of sums paid
under each applicable Service Order. The extension of such credit allowances or
refunds shall be the sole remedy of Customer or any End User and the sole
liability of Level 3. Level 3 shall in no event be liable for any indirect,
incidental, special, consequential, exemplary or punitive damages (including but
not limited to damages for lost profits or lost revenues) a Customer may suffer,
whether or not caused by the intentional acts or omissions or negligence of
Level 3's employees or agents, and regardless of whether Level 3 has been
informed of the possibility or likelihood of such damages.

6.3 Disclaimer of Warranties LEVEL 3 MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR
OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
USE, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN.

SECTION 7.  SOFTWARE TERMS

7.1 License If and to the extent that Customer requires the use of Licensed
Software in order to use the Services or Products supplied under any Service
Order, then Customer shall have a nonexclusive, nontransferable license to use
such Licensed Software only and solely to the extent required to permit delivery
of the Services or use of the Products. Customer shall in no event be entitled
to claim title to or any ownership interest in any Licensed Software (or any
derivations or improvements thereto), and Customer shall execute any
documentation reasonably required by Level 3 to memorialize Level 3's existing
and continued ownership of Licensed Software.

7.2 Restrictions Customer agrees that it shall not:

A.  copy the Licensed Software except as allowed and permitted by the express
written consent of Level 3;

B. reverse engineer, decompile or disassemble the Licensed Software;

C. sell, lease, license or sublicense the Licensed Software; or

D. create, write or develop any derivative software or any other software
program based on the 

<PAGE>   17

Licensed Software or any Confidential Information of Level 3.

SECTION 8.  CONFIDENTIAL INFORMATION

8.1 Disclosure and Use The Confidential Information disclosed by either party
constitutes the confidential and proprietary information of the disclosing party
and that the receiving party shall retain in strict confidence and not disclose
to any third party (except as authorized by these Standard Terms and Conditions)
without the disclosing party's express written consent to any and all such
information. Each party agrees to treat all proprietary information of the other
in the same manner as it treats its own proprietary information, but in no case
will the degree of care be less than reasonable care.

8.2 Restricted Use. Each party agrees: (A) to use Confidential Information only
for the purposes of these Standard Terms and Conditions or as otherwise
expressly permitted by these Standard Terms and Conditions; (B) not to make
copies of this Confidential Information or any part thereof except for purposes
of these Standard Terms and Conditions or as otherwise expressly permitted by
these Standard Terms and Conditions; and (C) to reproduce and maintain on any
copies of any Confidential Information such proprietary legends or notices
(whether of disclosing party or a third party) as are contained in or on the
original or as the disclosing party may otherwise reasonably request.

8.3 Exceptions. Notwithstanding the foregoing, each party's confidentiality
obligations hereunder shall not apply to information which: (a) is already known
to the receiving party; (b) becomes publicly available without fault of the
receiving party; (c) is rightfully obtained by the receiving party from a third
party without restriction as to disclosure, or is approved for release by
written authorization of the disclosing party; (d) is shown by written record to
be developed independently by either party without use of the other party's
Confidential Information; (e) is shown by written record to have been known or
available to either party without restriction as to disclosure at the time of
either party's receipt of such information; or (f) is required to be disclosed
by law.

8.4 Remedies. The parties agree that, notwithstanding any other section of these
Standard Terms and Conditions, the non-breaching party shall be entitled to seek
equitable relief to protect its interests, including but not limited to
preliminary and permanent injunctive relief. Nothing stated herein shall be
construed to limit any other remedies available to the parties.

8.5 Survival. The obligations of confidentiality and limitation of use shall
survive the termination of these Standard Terms and Conditions.

SECTION 9.  GENERAL TERMS

9.1 Force Majeure Level 3 shall not be liable for, nor shall any credit
allowance be extended for, any failure of performance or equipment due to causes
beyond its control, including but not limited to: acts of God, fire, flood or
other catastrophes; any law, order, regulation, direction, action, or request of
the United States Government, or of any other government, including state and
local governments having or claiming jurisdiction over Level 3, or of any
department, agency commission, bureau, corporation, or other instrumentality of
any one or more of these federal, state, or local governments, or any civil

<PAGE>   18

or military authority, national emergencies, insurrections, riots, wars,
unavailability of rights-of-way or materials, or strikes, lock-outs, work
stoppages, or other labor difficulties.

9.2 Assignment or Transfer Customer may not transfer or assign the use of
Services or Products without the express prior written consent of Level 3, and
then only when such transfer or assignment can be accomplished without
interruption of the use or location of Service or Products. These Standard Terms
and Conditions shall apply to all such permitted transferees or assignees.
Customer shall, unless otherwise expressly agreed by Level 3 in writing, remain
liable for the payment of all charges due under each Service Order.

9.3 Notices Any notice Level 3 may give to a Customer shall be deemed properly
given when delivered, if delivered in person, or when sent via facsimile,
overnight courier, electronic mail or when deposited with the U.S. Postal
Service, to the address listed on each Service Order. Customer shall notify
Level 3 of any changes to the Customer information contained herein.

9.4 Indemnification Customer shall indemnify, defend and hold Level 3 harmless
from claims, loss, damage, expense (including attorney's fees and court costs),
or liability (including liability for patent infringement) arising from (1) any
claims made against Level 3 by any End User in connection with the delivery or
consumption of Services or Products, (2) use of facilities furnished by Level 3
in a manner inconsistent with the terms hereof or in a manner that Level 3 did
not contemplate and over which Level 3 exercises no control and (3) all other
claims, loss, damage, expense (including attorneys fees and court costs), or
liability arising out of any commission or omission by Customer and End User in
connection with the Services or Products.

9.5 Application of Tariffs Level 3 may elect or be required by law to file with
the appropriate regulatory agency tariffs respecting the delivery of certain
Services or Products. In the event and to the extent that such tariffs have been
or are filed respecting Services or Products ordered by Customer, then the terms
set forth in the applicable tariff shall govern Level 3's delivery of, and
Customer's consumption or use of, such Services or Products.

9.6 Contents of Communications Level 3 shall have no liability or responsibility
for the content of any communications transmitted via the Services or Products
by Customer or any End User, and Customer shall hold Level 3 harmless from any
and all claims (including claims by governmental entities seeking to impose
penal sanctions) related to such content.

9.7 Entire Understanding These Standard Terms and Conditions, including any
Service Orders executed hereunder (and any tariff applicable to the delivery of
Services or Products), constitutes the entire understanding of the parties
related to the subject matter hereof. These Standard Terms and Conditions may be
amended by Level 3 at any time, and Customer agrees to be bound by the amended
Standard Terms and Conditions from and after the effective date of such
amendment.



<PAGE>   19


 ADDENDUM TO STANDARD TERMS AND CONDITIONS FOR DELIVERY OF PRODUCTS OR SERVICES

         This Addendum to Standard Terms and Conditions for Delivery or Products
or Services (the "Addendum") modifies the Standard Terms and Conditions for
Delivery or Products or Services (the "Standard Terms and Conditions") between
WorldPort Communications, Inc. ("Customer") and Level 3 Communications, LLC
("Level 3") dated _November 13________________________, 1998 ("Effective Date").
Capitalized terms used but not defined herein shall have the meanings set forth
in the Standard Terms and Conditions. The terms and conditions contained in this
Addendum modify the terms and conditions set forth in the Standard Terms and
Conditions in the following respects:

1.       The words "and approved by Level 3" are hereby deleted from the
         definition of "End User."

2.       Section 2.3 of the Standard Terms and Conditions is hereby deleted and
         replaced with the following:

         "2.3 Termination Liability In the event that Customer, without cause,
         discontinues or terminates a Service Order prior to the end of its
         term, Customer shall pay a termination charge equal to the recurring
         charges for that Service Order for the period remaining in the term of
         the Service Order."

3.       A new Section 2.4 shall be added to the Standard Terms and Conditions
         as follows:

         "2.4 Termination or Cancellation by Customer for Cause Customer may
         terminate or cancel a Service Order without liability upon thirty (30)
         days prior written notice to Level 3 in the event Level 3:

         (a)      fails to maintain or provide environmental conditions or
                  security (consistent with industry standards) in the Space; or
         (b)      breaches a material provision of this Standard Terms and
                  Conditions or the Service Order to which it applies; or 
         (c)      fails to make or the Space available within the time specified
                  in Section 3 of the Addendum to Co-Location Service Order; or;
         (d)      violates any law, rule, regulation, order or policy of any
                  government authority having jurisdiction over its provision of
                  the Space; or 
         (e)      provides fraudulent or misrepresentative information in
                  connection herewith.

         In addition, notwithstanding the provisions of any Service Order for
         Private Line Services, in the event that and only after Level 3's
         leased and owned network facilities are 100% SONET protected, Customer
         shall have the right to terminate a circuit or circuits without penalty
         by delivery of written notice to Level 3 if (other than as caused by
         scheduled maintenance or a force majeure event (including cable cuts)
         as specified in Section 9.1 of the Standard Terms and Conditions)
         either: (i) there are more than two (2) outages on such circuit in each
         of two (2) consecutive calendar months, or (ii) circuit 
<PAGE>   20

         availability falls below 99.8% (on a circuit by circuit basis) during
         any two (2) consecutive calendar months.

         In the event Customer terminates or cancels a Service Order under this
         section, the Monthly Minimum Commitment shall be reduced on a pro-rata
         basis.


4.       Section 4.1 shall be amended by adding the following:

         "Level 3 may terminate the Service within thirty (30) days prior
         written notice (or such shorter period of time as may be required to
         comply with law or to protect the security of Level 3's facilities or
         the equipment located therein) upon the occurrence of any of the
         following:"

5.       Section 4.1(A) is amended by deleting the words "upon three (3) days 
prior written notice to Customer".

6.       Section 4.1 C. shall be amended by deleting the phrase "or for 
"spamming" in violation of Level 3's then-current policies".

7.        The last sentence of Section 5.3 is hereby amended to read as follows:
"Other than as set forth in the Addendum to Co-Location Service Order Form,
Level 3 does not guaranty availability by any such date and shall not be liable
for any delays in commencing Service or delivering Products to any Customer.
However, if Level 3 does not deliver Service or Products by the target delivery
date as communicated to Customer by Level 3 upon Level 3's acceptance of the
Service Order, the Monthly Minimum Commitment shall be reduced by the charge for
that circuit for the duration of the delay of availability."

8.       Section 5.4 of the Standard Terms and Conditions are hereby amended by
substituting the following for the first sentence:

         "Level 3 will maintain the facilities and equipment required to deliver
         the Services, Products or use of the Space in good working order and
         consistent with industry standards."

9.       Section 5.9 is amended by deleting the first sentence and adding the
following to the end of the Section:

         "However, if Level 3 rejects Service Orders for Private Line Services
         which could be delivered over Level 3's network more than two (2) times
         in any three (3) month period, then the Monthly Minimum Commitment
         shall be reduced by an amount equal to the charges for the Service
         Order rejected."

10.      Section 9.2 of the Standard Terms and Conditions is hereby deleted and
replaced with the following:
<PAGE>   21

         "Customer may not transfer or assign the use of the Space without the
         express prior written consent of Level 3 (which consent shall not be
         unreasonably withheld). These Standard Terms and Conditions shall apply
         to all such permitted transferees or assignees. Customer shall remain
         liable for the payment of all charges due under each Service Order
         unless Level 3 has consented in writing to the assignment of such
         Service Order."

9.       The last sentence of Section 9.7 is hereby deleted.

10.      PUBLICITY. Neither party shall, without the prior written consent of 
the other party, issue any press release with respect to this Agreement, or use
the name, tradename, servicemark, or trademark of the other, or disclose the
existence or terms of this Agreement in any promotional or advertising material
without the prior written consent of the other.


CUSTOMER ACCEPTANCE                                  LEVEL 3 ACCEPTANCE

By: /s/ Daniel M. Wickersham            By: /s/ Joseph J. De Petro    
   --------------------------------         ----------------------------------
Its: President - Ch. Optg. Off.         Its: Vice President Wholesale Services
     ------------------------------         ----------------------------------
Date: 13 November 1998                  Date: 13 November 1998
     ------------------------------          ----------------------------------