PLEDGE AGREEMENT



         THIS PLEDGE  AGREEMENT is made and entered  into this April 4, 1997, by
and between Edmund Blankenau (the "Pledgor") and WORLDPORT COMMUNICATIONS, INC.,
a Delaware  corporation with principal offices at 100 California  Street,  Suite
1400, San Francisco,  California 94111 (fax: (415) 393-0721),  or its successors
or assigns (the "Creditor").

         WHEREAS,   TeleNational   Communications,   Ltd.,  a  Nebraska  limited
partnership (the "Debtor") has issued to the Creditor a Secured  Promissory Note
in the principal amount of $650,000 (the "Note"); and

         WHEREAS,   the Pledgor has granted the full performance of the Debtor's
obligations under the Note;

         WHEREAS,   the  Pledgor   owns  60,000   shares  of  common   stock  of
International  Message Telephone Service,  Inc. ("General Partner") which is the
sole general partner of the Debtor,  which  represents 80% of the  fully-diluted
outstanding capital stock of General Partner (the "Pledged Shares"); and

         WHEREAS,   the  Pledgor  owns real property in the St. Thomas, the U.S.
Virgin Islands (the "Pledged Property");

         WHEREAS,  Pledgor  hereby  wishes  to grant  the  Creditor  a  security
interest  in  the  Pledged  Shares  and  the  Pledged  Property   (together  the
"Collateral")  in order to induce the Creditor to advance funds to the Debtor as
evidenced by the Note;

         NOW,  THEREFORE,  in  consideration of the premises and promises herein
contained, the parties agree as follows:

         1.       Pledge.  The Pledgor hereby  pledges,  hypothecates,  assigns,
transfers,  delivers  and  grants  to  the Creditor a lien upon and a continuing
security interest in the following (the "Collateral"):

                  (a) the Pledged Shares and the  certificates  representing the
         Pledged Shares, and all dividends, cash, instruments and other property
         from time to time  received,  receivable  or otherwise  distributed  in
         respect of or in exchange for any or all of the Pledged Shares;




                                       -1-




<PAGE>



                  (b) all  additional  shares  of  stock  of any  issuer  of the
         Pledged Shares from time to time acquired by the Pledgor in any manner,
         the  certificates   representing  such  additional   shares,   and  all
         dividends,  cash,  instruments  and  other  property  from time to time
         received,  receivable  or  otherwise  distributed  in  respect of or in
         exchange for any or all of such shares;

                  (c) the  real  property owned by Pledgor located at 4-A Estate
         St. Joseph Rosendahl,  St.  Thomas  in  the  U.S.  Virgin  Islands (the
         "Pledged Property"); and

                  (d) proceeds of any of the foregoing.

TO HAVE AND TO HOLD the Collateral,  together with all rights, title, interests,
privileges  and  preferences   appertaining  or  incidental  thereto,  unto  the
Creditor,  its  successors  and  assigns,  forever,  subject  to the  terms  and
conditions set forth herein.

         2.  Security for  Obligations.  This Pledge  Agreement and the security
interests  granted hereby secure the payment and  performance of all obligations
of the  Pledgor  and the  Debtor  to the  Creditor  now or  hereafter  existing,
including,  without  limitation,  obligations  of the Debtor  under the Note and
obligations  of the Pledgor  under the  Guaranty  attached to the Note and under
this Pledge  Agreement (all such obligations of the Debtor and the Pledgor being
referred  to herein as the  "Obligations").  The  Pledgor  waives  notice of the
existence or creation of any Obligations.

         3. Delivery of Collateral. Concurrently with the execution and delivery
of this Agreement,  all  certificates or instruments  representing or evidencing
the Pledged  Shares  shall be  delivered  to the  Creditor in suitable  form for
transfer by delivery or shall be  accompanied  by duly executed  instruments  of
transfer  or  assignment  in  blank,  all  in  form  and  substance   reasonably
satisfactory to the Creditor.

         4. Registration.  The Creditor, at any time and at its sole option, may
have any or all of the Collateral registered in its name or that of its nominee,
as a proxy  pursuant to the terms of Section 5 below and the  Pledgor  agrees to
cause the General Partner to effect such registration.

         5. Irrevocable Proxy In the Event of Default. The Pledgor hereby grants
to the Creditor or its nominee, with respect to the Collateral,  during the term
of this Pledge Agreement,  an irrevocable proxy,  coupled with an interest,  to,
subject to the  provisions  of Section 9 hereto,  exercise all voting rights and
all other corporate rights and all conversion,  exchange,  subscription or other
rights,  privileges or options pertaining thereto as the absolute owner thereof,
including  the right to exchange any or all of the  Collateral  upon the merger,
consolidation,  reorganization,  recapitalization  or other  readjustment of the
General  Partner,  and  to  deliver  any of the  Collateral  to any  depository,




                                       -2-




<PAGE>



transfer  agent,  registrar  or other  designated  agency  upon  such  terms and
conditions as it may  determine,  all without  liability,  except to account for
property actually received by it, and pursuant to such proxy, the Creditor shall
be  entitled  to vote or  consent  with  respect to the  Collateral  in its sole
discretion.  The  Creditor  agrees  not to  exercise  this  proxy  prior  to the
occurrence of an Event of Default.

         6.       Representations and Warranties.   The  Pledgor  represents and
warrants as follows:

                  (a) The Pledgor has,  and has duly  exercised,  all  requisite
         capacity,  power and authority to enter into this Pledge Agreement,  to
         pledge the Collateral,  and to carry out the transactions  contemplated
         hereby;

                  (b) The  execution,  delivery and  performance  of this Pledge
         Agreement by the Pledgor will not result in a violation of the Articles
         of  Incorporation or By-laws of the General Partner or of any mortgage,
         instrument or other agreement or any order,  law, rule or regulation to
         which the Pledgor,  the General Partner or the Debtor is subject, or be
         in  conflict  with,  or result in a breach of or  constitute  a default
         under any such mortgage, instrument or agreement;

                  (c) This Pledge  Agreement  constitutes  the legal,  valid and
         binding  obligation of the Pledgor,  enforceable in accordance with its
         terms,  except to the extent  that such  enforcement  may be limited by
         applicable  bankruptcy,  insolvency  or other  similar  laws  affecting
         creditors' rights generally and principles of equity;

                  (d)  There  are  no  outstanding  options,  rights,  warrants,
         conversion  rights  or other  agreements  or  commitments  to which the
         General  Partner  or  Debtor  is a party or  binding  upon the  General
         Partner or Debtor  providing for the issuance of  additional  shares of
         the capital stock of the General  Partner or  partnership  interests in
         Debtor  or  for  any  other   adjustment  or  transfer   affecting  the
         outstanding shares or partnership  interests and there are no rights in
         or claims  possessed  by any person  enforceable  against  the  General
         Partner  or  Debtor  in law or  equity  to  compel  such  an  issuance,
         adjustment or transfer, except the Note;

                  (e) The Pledgor is the sole legal, record and beneficial owner
         of the Pledged Shares and has good and marketable  title thereto,  free
         and  clear of any lien,  hypothecation,  security  interest,  option or
         other charge or encumbrance;

                  (f) The Pledgor is the sole legal, record and beneficial owner
         of the Pledged  Property and to the best of its  knowledge has good and
         marketable  title thereto,  free and clear of any lien,  hypothecation,
         security interest,  option or other charge or Debtor agrees that if any
         other  invalid  liens appear on records or title  searches as Worldport
         attempts to perfect its lien,  debtor will take all required actions to
         



                                       -3-




<PAGE>



         clear the records within 14 days,  except  for  the  security  interest
         created  by  this  Pledge  Agreement.   Pledgor,  to  the  best  of its
         knowledge,  has full right to pledge,  assign, transfer and deliver the
         Collateral;

                  (g) The  pledge  of  the  Collateral hereunder creates a valid
         first lien upon and a perfected security interest in the Collateral;

                  (h) No  authorization,  approval  or other  action  by, and no
         notice to or filing with, any governmental authority or regulatory body
         is  required  for either (i) the pledge of the  Collateral  pursuant to
         this Pledge Agreement or for the execution,  delivery or performance of
         this  Pledge  Agreement  or (ii) the  exercise  by the  Creditor of its
         rights or remedies  pursuant to this Pledge Agreement (except as may be
         required  by  laws  affecting  the  offering  and  sale  of  securities
         generally); and

                  (i) None of the Pledged  Shares are  subject to or  restricted
         by, nor will the  assignment,  transfer or  delivery of the  Collateral
         give rise to or result in the breach of, any  pledge,  lien,  mortgage,
         security  interest,  voting  trust,  stockholder  or  other  agreement,
         transfer  restriction  or other  restriction or  encumbrance,  and upon
         transfer of the Pledged Shares to the Creditor  pursuant to this Pledge
         Agreement,  Creditor will have full, valid and marketable title to such
         shares of stock.

         7.       Covenants of Pledgor. The Pledgor hereby covenants that, until
all Obligations have been paid in full:

                  (a) The Pledgor will not sell,  convey or otherwise dispose of
         any  Collateral or any interest  therein or create,  incur or permit to
         exist any pledge,  mortgage,  lien, charge,  security interest or other
         encumbrance  with respect to the  Collateral  or the proceeds  thereof,
         other than that created hereby;

                  (b) The  Pledgor  will  deliver  promptly  to the Creditor any
         property  received  in exchange for or as a dividend or distribution on
         or with respect to the Collateral;

                  (c) The Pledgor will promptly  execute and deliver all further
         instruments  and  documents,  and take all  further  action that may be
         necessary or desirable,  or that Creditor may  reasonably  request,  in
         order to perfect  and  protect  any  security  interest  intended to be
         granted hereby or to enable Creditor to exercise and enforce its rights
         and remedies hereunder with respect to any Collateral; and

                  (d) Until such time as a Demand for repayment is made, neither
         the  Pledgor,  nor any of its  affiliates  will,  and none of them will
         permit  their  respective  agents  or   representatives   to,  solicit,
         encourage  (including by way of furnishing any  non-public  information
         concerning  the  operations,  properties  or  assets  of  the  Debtor),
         



                                       -4-




<PAGE>



         entertain or enter into any discussions or negotiations with respect to
         any  proposal  to  acquire   the  General  Partner  or  Debtor  or  any
         substantial portion of its assets (a "Proposal"). If such a proposal is
         received,  the  Pledgor will promptly  notify the Creditor of its terms
         and the identity of the party making the proposal.

         8.       Dividends.  During  the  term  of  this Pledge Agreement,  the
Creditor shall be entitled to hold any and all dividends or other  distributions
paid in respect of the  Collateral  and such  dividends  or other  distributions
shall form part of the Collateral.

         9.       Events of Default.  The  following  shall constitute events of
default ("Events of Default") under this Pledge Agreement:

                  (a) the  failure  to pay in full any amount due under the Note
         within  30  days after it is due thereunder or the occurrence of a non-
         payment default under the Note;

                  (b) the  Pledgor  shall  fail  to perform or observe any term,
         covenant or agreement contained in this Pledge Agreement;

                  (c) any representation or warranty made by the Pledgor in this
         Pledge  Agreement shall be incorrect in any material  respect as of the
         date made and such  breach  is not cured  within  fourteen  days  after
         notice thereof to Pledgor;

                  (d) a notice of lien, levy,  attachment or assessment is filed
         or recorded with respect to the Collateral and the enforcement  thereof
         is not  enjoined  or  restrained  and such  lien,  levy  attachment  or
         assessment is not removed within fourteen days; or

                  (e) the  dissolution,  insolvency,  inability  to pay debts as
         they mature,  suspension of usual  business,  appointment of a receiver
         for any part of property,  assignment for the benefit of creditors, the
         commencement of any proceedings under any bankruptcy or insolvency laws
         by or against with respect to the Pledgor,  the General  Partner or the
         Debtor, or other material adverse change in the financial  condition or
         means or ability to pay thereof.

         10.      Remedies.  If  any Event of Default shall have occurred and be
continuing:

                  (a) The  Creditor  may exercise all of the rights and remedies
         of a secured  party under the Uniform  Commercial  Code of the State of
         Illinois  (the  "Code") in effect at that time.  The Creditor may also,
         without notice (except as specified below),  sell the Collateral or any
         part thereof in one or more parcels at public or private  sale,  at any
         exchange,  broker's board or at any of Creditor's offices or elsewhere,
         for cash, on credit or for future  delivery,  and upon such other terms
         



                                       -5-




<PAGE>



         as  Creditor  may  deem commercially reasonable and may purchase all or
         any part of the Collateral at public or private sale,  and  in  lieu of
         actual  payment of the purchase  price,  may set-off the amount of such
         purchase price against the Obligations. Any notice required to be given
         by the Creditor of a sale, disposition or other intended  action by the
         Creditor with respect to any of the Collateral,  which is made at least
         two (2) days prior to such proposed  action  shall  constitute fair and
         reasonable notice to the Pledgor.  The Creditor  shall not be obligated
         to make any  sale  of  Collateral regardless  of notice of sale  having
         been  given.  The  Creditor may adjourn any public or private sale from
         time to time by announcement at the time and place fixed therefor,  and
         such sale may, without further notice, be made at the time and place to
         which  it  was  so  adjourned. The commencement of any action, legal or
         equitable, or the rendering of any judgment or decree of any deficiency
         shall not affect the  Creditor's  security  interest  in the Collateral
         until the  Obligations  are fully paid.  The  Pledgor hereby waives the
         benefit of all valuation, appraisal and exemption laws; and

                  (b) Any cash held by the Creditor as  Collateral  and all cash
         proceeds  received  by the  Creditor  in  respect  of any sale or other
         disposition  of the  Collateral  shall be  applied  to  payment  of the
         Obligations,  in whatever  order the Creditor may elect,  regardless of
         when such Obligations were incurred or arose. Any surplus proceeds held
         by the Creditor after payment in full of all the  Obligations  shall be
         paid over to the Pledgor or to whomsoever  may be lawfully  entitled to
         receive such surplus.

Each  right,  power  and  remedy of the  Creditor  provided  for in this  Pledge
Agreement or any related agreement now or hereafter existing at law or in equity
or by statute or otherwise  shall be cumulative  and  concurrent and shall be in
addition to every other such right,  power or remedy.  The exercise or beginning
of the  exercise by the  Creditor  of any one or more of the  rights,  powers or
remedies  provided for in this Pledge  Agreement or related  agreement shall not
preclude the simultaneous or later exercise by the Creditor of any other rights,
powers or  remedies,  and no  failure  or delay on the part of the  Creditor  to
exercise any such right, power or remedy shall operate as a waiver thereof.

         11. Private Sale. In view of the fact that federal and state securities
laws may impose certain  restrictions upon the method by which a sale of Pledged
Shares may be  effected,  it is agreed  that upon and after an Event of Default,
the  Creditor  may  from  time to time  attempt  to sell  all or any part of the
Collateral  by  means  of a  private  placement,  restricting  the  bidders  and
prospective  purchasers  to those who will  represent  and  agree  that they are
purchasing  for  investment  only and not for  distribution.  In so  doing,  the
Creditor may solicit  offers to buy  Collateral,  for cash or otherwise,  from a
limited  number of investors  deemed by Creditor to be  responsible  parties who
might be interested in purchasing such Pledged Shares,  and if Creditor solicits
such  offers from not less than three such  investors,  then the  acceptance  by
Creditor  of the  highest  offer  obtained  therefrom  shall be  deemed  to be a
commercially   reasonable  method  of  disposing  of  any  Collateral.   Pledgor




                                       -6-




<PAGE>



acknowledges  that  such  private  sales  may  be  at  prices  and on terms less
favorable  to the seller than if the Collateral were sold  at a  public sale and
that  the  Creditor  has  no  obligation  to delay the sale of any Collateral to
permit the  registration of the  Collateral for public sale under any securities
law.

         12.  Reasonable  Care.  Except for the exercise of  reasonable  care to
assure the safe custody of any  Collateral in its  possession and the accounting
of moneys actually received by it, the Creditor shall have no duty or liability,
except as set forth in the Code,  with respect to the  Collateral.  The Creditor
shall have no  responsibility  for ascertaining or taking action with respect to
calls, conversions,  exchanges, maturities, tenders or other matters relative to
any  Collateral,  whether or not the Creditor has or is deemed to have knowledge
of such matters.

         13. Power of  Attorney.  The Pledgor  hereby  appoints the Creditor the
Pledgor's agent and attorney-in-fact, with full power and authority in the name,
place and stead of the  Pledgor or  otherwise  to take any action and to execute
any  instrument  which  Creditor may  reasonably  deem necessary or advisable to
fulfill Pledgor's obligations hereunder, to pursue its rights and remedies or to
accomplish the purposes of this Pledge Agreement,  including to receive, endorse
and  collect  all  instruments  made  payable to the  Pledgor  representing  any
dividend, payment or other distribution in respect of the Collateral and to give
full  discharge  for the same.  The Creditor  shall have the  absolute  right to
exchange  any  of the  Collateral  for  other  property  upon a  reorganization,
recapitalization  or other  readjustment and in connection  therewith to deposit
any of the  Collateral  with any committee or depositary  upon such terms as the
Creditor  may  reasonably   determine.   This  appointment  is  irrevocable  and
continuing  and is coupled with an interest of the Pledgor.  The Pledgor  hereby
ratifies and confirms all that  Creditor may lawfully do by virtue of this Power
of Attorney.

         14.      Indemnity and Expenses.

                  (a) The Pledgor agrees to indemnify and hold the Creditor, its
         officers, directors, employees and agents harmless from and against any
         and all actions,  claims,  reasonable expenses,  losses and liabilities
         related to or arising from this Pledge Agreement (including enforcement
         hereof) with interest  thereon at the rate then  applicable to payments
         on the Note,  except  expenses,  losses or  liabilities  resulting from
         Creditor's gross negligence or willful  misconduct.  The Creditor shall
         not be liable for any acts of commission or omission  hereunder nor for
         any error of judgment or mistake of law or fact.

                  (b)  Pledgor  shall upon  demand pay to  Creditor  any and all
         reasonable  costs and expenses,  including  court costs and  reasonable
         fees of  attorneys,  experts and agents,  which  Creditor  may incur in
         connection with (i) the  administration of this Pledge Agreement,  (ii)
         the custody,  preservation,  use or sale of,  collection from, or other
         realization  upon,  any  of  the  Collateral,  (iii)  the  exercise  or
         



                                       -7-




<PAGE>



         enforcement of its rights of Creditor  hereunder or (iv) the failure by
         Debtor to perform or observe any of the provisions hereof.

                  (c) All obligations provided for in this Section shall survive
         any termination of this Pledge Agreement.

         15.      Security  Interest  Absolute.   All  rights  of  Creditor  and
security  interests  hereunder,  and all  obligations of the Pledgor  hereunder,
shall be absolute and unconditional irrespective of:

                  (a) any  lack  of  validity  or  enforceability of this Pledge
         Agreement,  the  Note  or  any  other  agreement or instrument relating
         thereto;

                  (b) any change in the time,  manner or place of payment of, or
         in any other term of, any Obligation,  or any other amendment or waiver
         of or  any  consent  to any  departure  from  the  Note  or  agreements
         ancillary thereto;

                  (c) any acceptance,  exchange, release or nonperfection of any
         other collateral, or any release,  amendment or waiver of or consent to
         departure from any guaranty, for any Obligation;

                  (d) any  delay,  extension  of  time,  release,  substitution,
         renewal,  compromise  or  other indulgence granted by the Creditor with
         respect to any Obligation;

                  (e)failure  by  Creditor  to  resort  to any other security or
         guaranty for any of the Obligations before resorting to the Collateral;
         or

                  (f) any other  event or  circumstance  which  might  otherwise
         constitute  a defense  available  to, or a discharge  of, the Debtor in
         respect of its  Obligations  or the  Pledgor in respect of this  Pledge
         Agreement.

This  Pledge  Agreement  shall  create a  continuing  security  interest  in the
Collateral  and shall (i)  remain in full  force and  effect  until  payment  or
performance in full of the  Obligations,  (ii) be binding upon the Pledgor,  its
successors,  heirs and assigns,  and (iii) inure,  together  with the rights and
remedies of Creditor hereunder, to the benefit of Creditor and its successors.

         16.  Amendment and Waiver.  This Pledge  Agreement  contains the entire
agreement  of the  parties  and may be amended  only in a writing  signed by the
parties hereto.  No waiver of any provision of this Pledge Agreement nor consent
to any departure by the Pledgor  herefrom  shall be  effective,  unless the same
shall be in writing  and  signed by  Creditor,  and then such  waiver or consent
shall be effective  only in the specific  instance and for the specific  purpose




                                       -8-




<PAGE>



for which given.  No  course  of  dealing  between Pledgor and Creditor, nor any
delay or failure to exercise any right hereunder by Creditor, shall operate as a
waiver.

         17. Notice.  All  notices  hereunder  shall be in writing and mailed by
registered  or  certified  mail to the  address  set forth  above or such  other
address as may be designated by like notice. All such notices shall be effective
when deposited in the mails addressed as aforesaid.

         18. Termination.  This Pledge Agreement shall terminate when all of the
liabilities  and  obligations  of Pledgor and Debtor to Creditor have been fully
paid and  performed,  at which time  Creditor  shall  reassign and  redeliver to
Pledgor such of the Collateral, if any, as shall not have been sold or otherwise
applied  pursuant to the terms hereof.  Any such  reassignment  shall be without
recourse upon or warranty by the Creditor and at the expense of Pledgor.

         19.  Miscellaneous.  This Pledge  Agreement  shall be governed  by, and
construed in  accordance  with,  the internal  substantive  laws of the State of
Illinois,  and the  undersigned  hereby  irrevocably  consent  and submit to the
jurisdiction  of  Illinois  courts  over all  matters  relating  to this  Pledge
Agreement.  Unless otherwise  defined herein,  terms defined in Article 9 of the
Code in the State of  Illinois  are used herein as defined  therein.  Should any
provisions of this Pledge Agreement be invalid,  void or  unenforceable  for any
reason,  the  remaining  provisions  shall remain in full force and effect.  The
section  headings herein are for convenience  only and shall not define or limit
the contents thereof.

                  IN WITNESS  WHEREOF,  the  parties  have  caused  this  Pledge
Agreement to be duly executed and delivered as of the date first written above.

                                       PLEDGOR:


                                       /s/Edmund Blankenau 
                                       -----------------------------------------
                                       Edmund Blankenau


                                       WORLDPORT COMMUNICATIONS, INC.



                                       By:/s/Edward P. Mooney
                                          --------------------------------------
                                       Its:President





                                       -9-




<PAGE>


ACKNOWLEDGED:  04/04, 1997



By: /s/Patricia A. Alger
------------------------
Its:Notary Public


STATE OF NEBRASKA          )
                           )  SS
COUNTY OF DOUGLAS          )


                  On  this  4th day  of  April,   1997  before  the undersigned,
a Notary Public in and for said state,  personally appeared Edmund H. Blankenau,
who being duly sworn stated that he executed this Pledge  Agreement and that the
statements contained therein were true.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, the day and year last written above.

                                        /s/Edmund Blankenau
                                        ----------------------------------------
                                        Edmund Blankenau



                                      -10-

<PAGE>


                             SECURED PROMISSORY NOTE


$650,000                                                           April 4, 1997


                  FOR  VALUE  RECEIVED,  TELENATIONAL  COMMUNICATIONS,  LTD.,  a
Nebraska limited partnership  (together with its successors and assigns,  herein
called the  "Debtor"),  promises to pay to  WORLDPORT  COMMUNICATIONS,  INC.,  a
Delaware corporation, or its successors or assigns (herein called the "Holder"),
upon demand,  the principal sum of SIX HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS
($650,000.00),  or such lesser amount as may have been advanced to the Debtor by
the Holder,  together with accrued  interest on the unpaid principal hereof at a
rate of 10% per annum, subject to the terms and conditions set forth herein.

                  The Debtor shall pay all outstanding  principal due under this
Note and all accrued and unpaid  interest no later than 30 days after demand for
payment is made by Holder.  Upon such demand,  the  interest  rate on the unpaid
principal  hereof shall be at a rate of 15% per annum until paid in full. In the
event that all  principle and interest due on this Note shall not have been paid
by the end of such 30-day  period,  the Holder  shall be able to exercise all of
its rights pursuant to the Guaranty and the Pledge Agreement described below.

                  Payments of both  principal  and  interest  under this Secured
Promissory  Note (as amended,  modified,  refinanced  or refunded in whole or in
part  from  time to  time,  herein  called  this  "Note")  are to be made at the
Holder's address at 100 California Street, Suite 1400, San Francisco, California
94111,  or at such other place as the Holder  shall  designate  in  writing,  in
lawful money of the United States of America.

                  The Debtor represents and warrants to the Holder that: (i) the
Debtor is a limited  partnership  duly  formed,  validly  existing,  and in good
standing under the laws of Nebraska,  the sole general  partner of the Debtor is
International  Message  Telephone  Service,  Inc. (the "General  Partner"),  the
entire  outstanding  equity interest in the General  Partner  consists of 75,000
shares, 60,000 of which are owned of record and beneficially by Edmund Blankenau
and the Debtor has  delivered  to Holder an accurate  and  complete  copy of its
Agreement of Limited Partnership; (ii) the execution,  delivery, and performance
by the  Debtor  of  this  Note  have  been  duly  authorized  by  all  necessary
partnership  action  and do not and will  not and the  execution,  delivery  and
performance of the Guaranty and Pledge Agreement described below do not and will
not (A) contravene the Debtor's Agreement of Limited Partnership; (B) violate or
cause a breach or default of any provision of any law, rule, regulation,  order,
writ,  judgment,  injunction,  decree,  determination or award applicable to the
Debtor;  or (C) violate or result in a breach of or  constitute a default  under
any  indenture or loan or credit  agreement or any other  agreement,  lease,  or
instrument to which the Debtor or the General  Partner is a party or by which it
or its  properties  may be bound or affected;  and (iii) this Note is the legal,
valid, and binding  obligation of the Debtor  enforceable  against the Debtor in
accordance  with its terms,  except to the extent that such  enforcement  may be
limited by applicable bankruptcy,  insolvency,  and other similar laws affecting
creditors' rights generally and principles of equity.



                                       -11-

<PAGE>



                  This Note is  guaranteed  by Edmund  Blankenau as set forth in
the Guaranty attached hereto,  which Guaranty is supported by a pledge of 80% of
the outstanding  stock in the General Partner pursuant to a Pledge Agreement and
real property owned by Edmund Blankenau located in the U.S. Virgin Islands.

         So long as any amount of  principal  or interest  under this Note shall
remain un paid or  outstanding,  except as  otherwise  agreed to in  writing  by
Holder: (i) the Debtor will preserve and maintain its partnership  existence and
good standing in the  jurisdiction  of its  formation;  (ii) The Debtor will not
amend its Agreement of Limited Partnership or admit any new partner or allow any
transfer of any partnership  interest therein;  (ii) the Debtor will conduct its
businesses  and  operations  only in,  and not take any  action  except  in, the
ordinary course of business  consistent with past practice,  including,  but not
limited to, the following:  (A) not grant or issue any  partnership  interest or
any  preemptive,  conversion  or other  rights,  or other  options,  warrants or
agreements  for the  purchase,  redemption  or  acquisition  of its  partnership
interests;  (B) not make any  payment of any  distribution  to any  partner,  or
otherwise redeem or acquire any partnership interest;  (C) not enter into, amend
or terminate, or agree to enter into, amend or terminate, any material agreement
except in the ordinary course of business and consistent with past practice; (D)
not sell,  lease or  otherwise  dispose of or agree to sell,  lease or otherwise
dispose of, any assets,  properties,  rights or claims,  except in the  ordinary
course of business and at prices and on terms consistent with past practice;  or
(E) not incur or become subject to, nor agree to incur or become subject to, any
debt,  obligation  or  liability,   contingent  or  otherwise,   except  current
liabilities  in the  ordinary  course  of  business  and  consistent  with  past
practice.

                  Debtor shall have the right to prepay this Note in whole or in
part at any time, without penalty or premium.

                  Debtor  hereby  waives  diligence,   presentment,  demand  for
payment, protest and notice of any kind whatsoever in connection with this Note,
now or hereafter required by applicable law.

                  Debtor hereby agrees to pay all of Holder's costs and expenses
related  to this  Note,  the  Guaranty,  the Pledge  Agreement  and the  related
documents  and  transactions,  upon demand,  up to a maximum  amount of $40,000.
Debtor  hereby  agrees  to pay all  costs of  collection,  including  reasonable
attorneys'  fees and all costs of suit incurred by Holder in any  proceeding for
the collection of the debt evidenced hereby, or in any litigation or controversy
arising from or connected with this Note.

                  This Note may not be changed orally,  but only by an agreement
in writing,  signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.




                                       -12-

<PAGE>



                  This Note  shall  bind and inure to the  benefit of Debtor and
Holder and their respective executors,  administrators,  legal  representatives,
heirs, distributees, legatees, successors and assigns.

                  This Note shall be governed  by and  construed  in  accordance
with the internal laws of the State of Illinois.

         IN WITNESS WHEREOF, Debtor has signed and delivered this Note as of the
day and year first above written.


                                             TELENATIONAL COMMUNICATIONS, LTD.


                                             By:/s/Edmund H Blankenau
                                                --------------------------------
                                               Name: Edmund H. Blankenau
                                                    ----------------------------
                                               Title: CEO
                                                     ---------------------------



                                       -13-
<PAGE>
                                    GUARANTY

         The undersigned  (the  "Guarantor"),  irrevocably  and  unconditionally
guarantees to the holder of the Note upon which this  Guaranty is endorsed,  the
due and punctual  full payment of the  principal of and interest on this Note as
well as all costs and expenses of collection  and  enforcement,  when and as the
same shall become due and payable, all in accordance with the terms of the Note.

         The Guarantor  hereby agrees that his  obligations  hereunder  shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Note;  the absence of any action to enforce  the same;  any waiver or consent by
the holder of the Note with  respect to any  provisions  thereof;  any  dispute,
claim, counterclaim,  defense or other right which the Debtor may have to assert
against the holder; or any other circumstance which might otherwise constitute a
legal or equitable  discharge or defense of a guarantor.  The  Guarantor  hereby
waives diligence,  presentment, demand of payment, filing of claims with a court
in the event of insolvency  or bankruptcy of the Debtor,  any right to require a
proceeding first against the Debtor,  protest, notice and all demands whatsoever
and  covenants  that this Guaranty  will not be  discharged,  except by complete
performance of the obligations contained in the Note and in this Guaranty.

         The Guarantor hereby  certifies and warrants that all acts,  conditions
and things  required to be done and performed and to have happened  precedent to
the creation and issuance of this  Guaranty to constitute  the same,  the valid,
binding and enforceable obligation of the Guarantor have been done and performed
in due compliance  with all applicable  laws. This Guaranty shall be governed by
and construed in accordance with the laws of the State of Illinois.


/s/Edmund H. Blankenau
--------------------------
Edmund Blankenau



                                      -14-