STOCK ISSUANCE AND INDEMNIFICATION AGREEMENT

This  agreement,  when executed  below,  will set forth the terms and conditions
whereby  Maroon Bells  Capital  Partners,  Inc.  ("MBCP") will agree to cancel a
certain  Promissory  Note  issued  to MBCP  by  WorldPort  Communications,  Inc.
("WorldPort"), formerly Sage Resources, Inc.
("Sage"), and to provide WorldPort with certain indemnifications.

A. RECITALS

         WHEREAS,  on July 1,  1996 MBCP  loaned to Sage the sum of  $500,000.00
(five hundred  thousand  dollars),  pursuant to a Loan  Agreement and Promissory
Note (the "Loan");

         AND  WHEREAS  the due date of the Loan was  November 1, 1996 (which due
date was  extended by agreement of MBCP to December 1, 1996 and then to April 1,
1997);

         AND WHEREAS, Sage used the proceeds of the Loan to enter into a secured
Loan Agreement and Promissory Note with Com Tech International  Corporation (the
"ComTech Loan") with a due date of October 26, 1996;

         AND WHEREAS,  on October 1, 1996 MBCP assigned to third parties $80,000
of the $500,000 principal amount under the Loan. Such assignment did not include
interest payable to MBCP under any portion of the Loan;

         AND WHEREAS as of the date of this  Agreement the principal  amount due
to MBCP is $420,000.00 (four hundred and twenty thousand dollars);

         AND  WHEREAS,  as of January 16, 1997 all  interest due to MBCP through
that date under the Loan agreement has been paid in full;

         AND WHEREAS as of the date of this Agreement the Loan between WorldPort
and ComTech is in default and WorldPort has commenced litigation in U.S. Federal
Court;

         AND  WHEREAS  WorldPort  and  MBCP  mutually  agree  that  it is  their
respective best interests to convert the $420,000  principal  amount due to MBCP
into shares of common stock of WorldPort;

         AND   WHEREAS   MBCP   seeks  to   provide   WorldPort   with   certain
indemnifications with regards to the Com Tech Note;

         THEN the parties agree as follows,



<PAGE>



Agreement; Page 2


B. AGREEMENT

1. WorldPort  agrees to issue 1,680,000  shares of the common stock of WorldPort
(the  "Shares")  to MBCP upon  execution  of this  Agreement  by both parties in
exchange for:

         (i) the  cancellation  and  surrender  by MBCP of the  Promissory  Note
representing  $420,000  principal  amount and forgiveness of all unpaid interest
accrued since January 17, 1997; and

         (ii) certain  indemnifications  with  regards to the Com Tech Note,  as
described below.

2. The shares of common stock to be issued to MBCP (the  "Shares")  will have no
registration rights, and will bear a restrictive legend, as follows:

         The shares  represented by this  certificate  have not been  registered
under the  securities  act of 1933 ("1933  Act") or the  securities  laws of any
state and are issued in reliance on exemptions from the registration requirement
of the 1933 Act and such  state  laws.  The  shares  have not been  approved  or
disapproved  by the  Securities and Exchange  Commission,  any state  securities
commission or other regulatory authority.  Any representation to the contrary is
unlawful.

3. MBCP agrees that issuance of the Shares will constitute full repayment of all
$420,000.00  principal  amount due under the Loan and all interest accrued since
January  17,  1997,  and  will  serve  as  adequate  consideration  for the MBCP
Indemnification, as defined below.

4. MBCP  agrees  to  surrender  the  original  copy  of  the  Promissory Note to
WorldPort prior to receipt of the Shares.


C. INDEMNIFICATION OF WORLDPORT BY MBCP

1. In the event  that at least  $420,000.00  due to  WorldPort  pursuant  to the
ComTech Loan and  litigation  (including  payments by Com Tech of principal  and
interest) are not repaid to WorldPort or otherwise recovered by WorldPort within
12 months of the date of this Agreement, then MBCP agrees to indemnify WorldPort
(the "MBCP Indemnification") for such unrecoverable amounts, at its option, with
(a) cash,  (b) the Shares or (c) other  shares of  WorldPort  common  stock (the
"Shares")  based on a value of $.25 per share,  or some  combination of (a), (b)
and (c) at MBCP's sole discretion;

2. MBCP further agrees to indemnify WorldPort up to an additional $40,000.00 for
legal  fees and  other  out-of-pocket  collection  costs  actually  incurred  by
WorldPort;

3. For   a   total   maximum   indemnification   of   $460,000.00   (the   "MBCP
Indemnification").

<PAGE>



Agreement; Page 3


4. MBCP  agrees  that until such time as 1.) and 2.) are determined, it will not
sell or transfer the Shares to be issued to MBCP pursuant to this Agreement.

5.  WorldPort  agrees to notify MBCP in writing  within three  business  days of
receipt  of  any  repayment  of  principal   amount,   any  interest   payments,
reimbursement  of legal expenses, shares of stock or other non-cash settlements,
or any  other  consideration  (in all the  "Com  Tech  Repayment")  received  by
WorldPort  pursuant to the ComTech  Loan,  which notice shall include the amount
and date of receipt of the Com Tech Repayment.

6. At the end of the 12-month  period  specified  herein,  WorldPort will notify
MBCP in writing  with  regards to the total  amount of the ComTech  Repayment to
date and the amount of MBCP Indemnification , if any. Thereafter, MBCP will have
six (6)  months to  satisfy  its  obligations  under  this MBCP  Indemnification
through cash, the Shares or other WorldPort  shares,  at MBCP's sole discretion,
in the method described above.

7. When and if the ComTech  Repayment  totals  $460,000  (four hundred and sixty
thousand dollars) in cash and/or other  consideration,  MBCP's obligations under
this Agreement and  Indemnification  will immediately and forever  thereafter be
deemed to have been  satisfied  in full.  For  purposes of this  Agreement,  any
non-cash  consideration  received by WorldPort as Com Tech repayment  (including
the  value of assets  of Com Tech  received  by  WorldPort)  shall  have a value
agreed-upon  by MBCP and  WorldPort.  If such parties  cannot agree,  such value
shall be determined by an independent third party acceptable to each of MBCP and
WorldPort.

8. WorldPort  further agrees that if the ComTech  Repayment  and/or the value of
any  collateral  or other  assets  obtained by WorldPort  from  ComTech  exceeds
$540,000 then WorldPort will distribute to MBCP in cash:

              i) fifty  percent  (50%) of  any  ComTech  Repayment  in excess of
$540,000; and

             ii) fifty  percent (50%) of  the  value of any collateral or assets
obtained from Com Tech in excess of $540,000; or

            iii) a combination of i) and ii) above.

D. INVESTMENT REPRESENTATION

1. MBCP hereby  represents  that (a) it is an  "Accredited  Investor" as defined
under the Securities  Act of 1933, as Amended,  (b) it has had an opportunity to
examine  the public  filings  of  WorldPort  and  conduct  sufficient  other due
diligence  with respect to WorldPort,  the Shares,  Com Tech and the  respective
Notes and Loans.

2. MBCP  represents  that it is acquiring the Shares for its own account and for
investment  purposes  only,  and not  with the  intent  to  distribute,  sell or
transfer the Shares. 

<PAGE>



 Agreement; Page 4


E. OTHER

1. Legal Proceedings

         (a) Mediation.  Any claim,  dispute, or controversy between the Parties
arising  in  connection  with or  relating  to  this  Agreement  or the  making,
performance or interpretation  thereof shall, if not settled by negotiation,  be
submitted to non-binding mediation under the Procedure for Mediation of Business
Disputes of the Center for Public Resources, Inc. then in effect. Any demand for
mediation  shall be made in writing and served  upon the other Party in the same
manner as otherwise provided for notice in this Agreement.  The demand shall set
forth with  reasonable  specificity the basis of the dispute and the performance
or relief  sought.  The Parties  shall,  within thirty (30) days of receipt of a
demand to mediate,  confer and select a mediator. The mediation shall take place
at a time and location in San Francisco,  California  mutually  agreeable to the
parties  and the  mediator,  but not  later  than 60  days  after a  demand  for
mediation is received.

         (b)  Exclusive  Jurisdiction  in  California.  Any  claim,  dispute  or
controversy  not settled by mediation  shall be resolved in the federal or state
courts located in the State of California. The Parties hereby irrevocably submit
and agree that they are exclusively subject to the jurisdiction of the state and
federal  courts  located in the State of  California  with  respect to any suit,
action or  proceeding  brought  against any Party by any other Party and arising
out of or  relating to this  Agreement,  and that no court in a State other than
California shall have  jurisdiction to hear any such suit, action or proceeding.
Each  Party  agrees  that,  during  the  pendency  of any such  suit,  action or
proceeding commenced in accordance with the provisions of this Section E.1. (b),
it will  only  bring  any  counter-claims  arising  out of or  relating  to this
Agreement  (whether  or not  related  to the  matter  currently  the  subject of
litigation)  in the court in which such suit,  action or  proceeding is pending.
Each Party hereby  irrevocably  waives,  to the fullest extent permitted by law,
any objection  that it may now have or hereafter have to the laying of the venue
in the State of California  of any such suit,  action or proceeding in the court
contemplated under this Section E.1 (b), and waives and agrees not to assert any
claim that any such  suit,  action or  proceeding  brought in any such court has
been brought in an inconvenient forum.

         (C) Service of Process and Appointment of Agent for Service of Process.
Each and every  party to this  Agreement  irrevocably  consents  to  service  of
process in the same manner as otherwise  provided for notice in this  Agreement,
and hereby  waives  any and all  objections  to  service  of process  that might
otherwise  accrue to it, so long as the manner of serving process  satisfies the
requirements of providing notice as set forth in Section E.4.




<PAGE>



Agreement; Page 5

2.  Attorney's  Fees. In any action or  proceeding  arising out of or related to
this  Agreement,  the  prevailing  party  shall be  entitled  to its  reasonable
attorney fees and related  costs,  including  fees and costs  incurred  prior to
formal  initiation  of an action or  proceeding,  and  including  fees and costs
incurred for collecting or attempting to collect any judgement or award.  In any
action or proceeding arising out of or related to this Agreement, the prevailing
party shall be  entitled  to its  reasonable  attorney  fees and related  costs,
including  fees and costs  incurred  prior to formal  initiation of an action or
proceeding,  and including  fees and costs incurred for collecting or attempting
to collect any judgement or award.

3.  Severability.  If any term or provision  of this  Agreement,  including  the
schedules  and  exhibits  hereto,  or the  application  thereof  to any  person,
property or circumstances,  shall to any extent be invalid or unenforceable, the
remainder  of this  Agreement,  including  the  schedules  and  exhibits  or the
application  of such term or  provision  to persons,  property or  circumstances
other  than  those as to which it is  invalid  and  unenforceable,  shall not be
affected thereby, and each term and provision of this Agreement and the exhibits
shall be valid and enforced to the fullest extent permitted by law.

4. Notice.  Any notices,  requests or consents  hereunder shall be deemed given,
and any  instrument  delivered,  two days after  they have been  mailed by first
class mail, postage prepaid,  or twelve hours after such notice has been sent by
telecopier  or  telegram,  telegraphic  charges  prepaid,  or  upon  receipt  if
delivered  personally.  Notices  required  under this  Agreement,  or  otherwise
required by the parties, shall be sent in writing as follows:

         To WorldPort at                  WorldPort Communications, Inc.
                                          100 California Street, Suite 1400
                                          San Francisco, California 94111


         To MBCP at                       Maroon Bells Capital Partners, Inc.
                                          100 California Street, Suite 1400
                                          San Francisco, California 94111

5. Counterparts.  This  Agreement  may  be  executed  in counterparts, including
facsimile copies.





<PAGE>



Agreement; Page 6


SIGNATURES

The undersigned  have full authority to enter into this  Agreement,  and to take
all such actions as necessary to implement the Agreement.

FOR MAROON BELLS CAPITAL PARTNERS, INC. BY:




/S/ Theodore H.Swindells
--------------------------------------
By: Mr. Theodore H. Swindells

Its: Principal

Date: March 7 , 1997



FOR WORLDPORT COMMUNICATIONS, INC. BY



/S/ Edward Mooney
--------------------------------------
By: Mr. Edward Mooney

Its: President

Date: March 7, 1997