SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported):  May 12, 1998

                               World Access, Inc.
             (Exact name of registrant as specified in its charter)



  Delaware                        0-19998                         65-0044209 
(State or other           (Commission File Number)               (IRS Employer
jurisdiction of                                                  Identification
incorporation)                                                       Number)


945 E. Paces Ferry Road, Suite 2240, Atlanta, Georgia                 30326 
(Address of principal executive offices)                            (Zip Code)



Registrant's telephone number, including area code: (404) 231-2025





<PAGE>


Item 5.  Other Events.

         On May 12, 1998, World Access,  Inc. (the "Company")  announced that it
had  entered   into  (i)  a  definitive   Agreement   and  Plan  of  Merger  and
Reorganization (the "Merger Agreement") with Cherry Communications  Incorporated
(d/b/a  Resurgens  Communications  Group) ("RCG")  pursuant to which the Company
will  acquire  RCG in a  merger  transaction  (the  "Merger"),  and (ii) a Share
Exchange  Agreement and Plan of Reorganization  (the "Exchange  Agreement") with
the sole shareholder (the  "Shareholder") of Cherry  Communications U.K. Limited
("Cherry  U.K.")  pursuant to which the Company  will  acquire  Cherry U.K. in a
share exchange transaction (the "Exchange").

         In  connection  with the Merger,  the  creditors of RCG will receive an
aggregate of 9,375,000 shares of common stock of WAXS INC. ("New World Access").
New World Access is a  wholly-owned  subsidiary  of the Company that will become
the  parent  of the  Company  upon the  completion  of the  previously  reported
acquisition of the shares of NACT Telecommunications,  Inc. not already owned by
the Company and the holding company reorganization to be effective in connection
therewith  (the "Holding  Company  Reorganization").  Of the shares of New World
Access common stock to be issued to the RCG creditors,  two-thirds  will be held
in escrow and will be released to the RCG  creditors  over the two and  one-half
years  following the  consummation  of the Merger  subject to the  attainment of
certain earnings levels for the combined business of RCG and Cherry U.K.

         In  connection  with the  Exchange,  the  Shareholder  will  receive an
aggregate  of  1,875,000  shares  of New World  Access  common  stock,  of which
one-third  will be  issued  to the  Shareholder  at  closing  and the  remaining
two-thirds  will be  issued  and  held in  escrow  and will be  released  to the
Shareholder  over the two and one-half year period following the consummation of
the  Exchange  subject  to the  attainment  of certain  earnings  levels for the
combined  business  of RCG and Cherry  U.K.  The  Exchange  Agreement  provides,
however,  that the  number  of shares of New  World  Access  common  stock to be
received by the Shareholder  will be reduced to the extent that New World Access
is required to convert  options to acquire shares of Cherry U.K.  capital stock,
which options may only be granted with the permission of New World Access,  into
options to acquire New World Access common stock.

         Each of the Merger and the Exchange is subject to the  satisfaction  of
certain conditions customary in similar transactions,  including the approval of
the  Company's   stockholders  and  the  consummation  of  the  Holding  Company
Reorganization. The consummation of the Merger is also subject to the Bankruptcy
Court's  approval  and  confirmation  of RCG's Plan of  Reorganization  which is
expected  to be filed by June 5, 1998.  In  addition,  the Merger  Agreement  is
subject to the approval of the Bankruptcy  Court.  Finally,  the consummation of
the Merger is a condition to the consummation of the Exchange,  and the Exchange
is a condition to the consummation of the Merger.

         The foregoing  description  of the Merger and the Exchange is qualified
in its entirety by reference to the Merger Agreement and the Exchange  Agreement
which are filed as exhibits herewith.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)      Exhibits.  The following exhibits are filed herewith by direct
                  transmission via "edgar."

         99.1     Agreement  and Plan of Merger and  Reorganization  dated as of
                  May 12, 1998 by and among World  Access,  Inc.,  WAXS INC., WA
                  Merger Corp.  and Cherry  Communications  Incorporated  (d/b/a
                  Resurgens Communications Group).

         99.2     Share Exchange  Agreement and Plan of Reorganization  dated as
                  of May 12, 1998 by and among World  Access,  Inc.,  WAXS INC.,
                  Cherry  Communications  U.K. Limited and Renaissance  Partners
                  II.

         99.3     Press Release  issued on May 12, 1998 (regarding  execution of
                  definitive  agreements to acquire RCG and Cherry U.K.).


<PAGE>


                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                     WORLD ACCESS, INC.



                                      By: /s/ Martin D. Kidder
                                         ---------------------------------
                                         Martin D. Kidder
                                         Its Vice President and Controller



Dated as of May 18, 1998


<PAGE>

Exhibit 99.1


                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

                                  by and among

                               WORLD ACCESS, INC.,

                                   WAXS INC.,

                                 WA MERGER CORP.

                                       and

                    CHERRY COMMUNICATIONS INCORPORATED d/b/a
                         RESURGENS COMMUNICATIONS GROUP






                                  May 12, 1998











<PAGE>





                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1.          DEFINITIONS..............................................  2

         Section 1.1.      "Acquisition Proposal"............................  2
         Section 1.2.      "Administrative Expense Claims"...................  3
         Section 1.3.      "Adverse Consequences"............................  3
         Section 1.4.      "Affiliate".......................................  3
         Section 1.5.      "Agreement".......................................  3
         Section 1.6.      "Allowed Claims"..................................  3
         Section 1.7.      "Applicable Bankruptcy Law".......................  4
         Section 1.8.      "Articles of Merger"..............................  4
         Section 1.9.      "Bankruptcy Code".................................  4
         Section 1.10.     "Bankruptcy Court"................................  4
         Section 1.11.     "Business Day"....................................  4
         Section 1.12.     "Certificate of Merger"...........................  4
         Section 1.13.     "Change of Control"...............................  4
         Section 1.14.     "Chapter 11 Case".................................  5
         Section 1.15.     "Cherry U.K.".....................................  5
         Section 1.16.     "Closing".........................................  5
         Section 1.17.     "Closing Date"....................................  5
         Section 1.18.     "Code"............................................  5
         Section 1.19.     "Communications Act"..............................  5
         Section 1.20.     "Confidential Information"........................  5
         Section 1.21.     "Consent".........................................  5
         Section 1.22.     "Contingent Payment Stock"........................  6
         Section 1.23.     "Controlled Group Liability"......................  6
         Section 1.24.     "Debtor's Schedules"..............................  6
         Section 1.25.     "DGCL"............................................  6
         Section 1.26.     "DIP Financing"...................................  6
         Section 1.27.     "Disbursed Stock".................................  6
         Section 1.28.     "Disbursing Agent"................................  6
         Section 1.29.     "Disputed Claims".................................  6
         Section 1.30.     "District Court"..................................  6
         Section 1.31.     "EBITDA"..........................................  6
         Section 1.32.     "Effective Date"..................................  7
         Section 1.33.     "Effective Time"..................................  7
         Section 1.34.     "Employee Benefit Plan"...........................  7
         Section 1.35.     "Employee Pension Benefit Plan"...................  7
         Section 1.36.     "Employee Welfare Benefit Plan"...................  7
         Section 1.37.     "Environmental, Health, and Safety Laws"..........  7
         Section 1.38.     "ERISA"...........................................  7
         Section 1.39.     "ERISA Affiliate".................................  7
         Section 1.40.     "Exchange Act"....................................  7
         Section 1.41.     "Expenses"........................................  7
         Section 1.42.     "Extremely Hazardous Substance"...................  8
         Section 1.43.     "FCC".............................................  8
         Section 1.44.     "Fiduciary".......................................  8
         Section 1.45.     "Final Order".....................................  8
         Section 1.46.     "GAAP"............................................  8
         Section 1.47.     "HSR Act".........................................  8
         Section 1.48.     "Holding Company Reorganization"..................  8
         Section 1.49.     "IBCA"............................................  8
         Section 1.50.     "Intellectual Property"...........................  8
         Section 1.51.     "Knowledge".......................................  9
         Section 1.52.     "Losses"..........................................  9
         Section 1.53.     "Merger"..........................................  9
         Section 1.54.     "Merger Consideration"............................  9
         Section 1.55.     "Merger Sub" .....................................  9
         Section 1.56.     "Merger Sub Stock"................................  9
         Section 1.57.     "Multi-employer Plan".............................  9
         Section 1.58.     "Multiple Employer Plan"..........................  9
         Section 1.59.     "NACT"............................................  9
         Section 1.60.     "NASDAQ"..........................................  9
         Section 1.61.     "New World Access"................................  9
         Section 1.62.     "New World Access Stock"..........................  9
         Section 1.63.     "Order"...........................................  9
         Section 1.64.     "Ordinary Course" or 
                             "Ordinary Course of Business"................... 10
         Section 1.65.     "PBGC"............................................ 10
         Section 1.66.     "Parties"......................................... 10
         Section 1.67.     "Party"........................................... 10
         Section 1.68.     "Performance Period".............................. 10
         Section 1.69.     "Person".......................................... 10
         Section 1.70.     "Petition Date"................................... 10
         Section 1.71.     "Plan"............................................ 10
         Section 1.72.     "Plan Disclosure Statement"....................... 10
         Section 1.73.     "Prohibited Transaction".......................... 10
         Section 1.74.     "Proxy Statement"................................. 10
         Section 1.75.     "PUC"............................................. 10
         Section 1.76.     "Qualified RCG Plan".............................. 10
         Section 1.77.     "RCG"............................................. 10
         Section 1.78.     "RCG Disclosure Schedule"......................... 10
         Section 1.79.     "RCG Financial Statements"........................ 10
         Section 1.80.     "RCG Intellectual Property Rights"................ 11
         Section 1.81.     "RCG Material Adverse Effect"..................... 11
         Section 1.82.     "RCG Most Recent Balance Sheet"................... 11
         Section 1.83.     "RCG Most Recent Financial Statements"............ 11
         Section 1.84.     "RCG Most Recent Fiscal Month End"................ 11
         Section 1.85.     "RCG Most Recent Fiscal Year End"................. 11
         Section 1.86.     "RCG Plans"....................................... 11
         Section 1.87.     "RCG Stock"....................................... 11
         Section 1.88.     "Regulatory Authority"............................ 11
         Section 1.89.     "Reportable Event"................................ 11
         Section 1.90.     "Required Consents"............................... 11
         Section 1.91.     "SEC"............................................. 11
         Section 1.92.     "Securities Act".................................. 12
         Section 1.93.     "Security Interest"............................... 12
         Section 1.94.     "Subsidiary"...................................... 12
         Section 1.95.     "Surviving Corporation"........................... 12
         Section 1.96.     "Tax Returns"..................................... 12
         Section 1.97.     "Taxes"........................................... 12
         Section 1.98.     "Termination Fee"................................. 12
         Section 1.99.     "Third-Party Intellectual Property Rights"........ 13
         Section 1.100.    "Trading Day"..................................... 13
         Section 1.101.    "U.K. Acquisition Agreement"...................... 13
         Section 1.102.    "U.K. Acquisition"................................ 13
         Section 1.103.    "WNSI"............................................ 13
         Section 1.104.    "World Access".................................... 13
         Section 1.105.    "World Access Disclosure Schedule"................ 13
         Section 1.106.    "World Access Material Adverse Effect"............ 13
         Section 1.107.    "World Access Most Recent Balance Sheet".......... 13
         Section 1.108.    "World Access Most Recent Financial Statements"... 13
         Section 1.109.    "World Access Most Recent Fiscal Month End"....... 13
         Section 1.110.    "World Access Most Recent Fiscal Year End"........ 14
         Section 1.111.    "World Access SEC Documents"...................... 14
         Section 1.112.    "World Access Stock".............................. 14

ARTICLE 2.          THE MERGER............................................... 14

         Section 2.1.      The Merger........................................ 14
         Section 2.2.      Closing........................................... 14
         Section 2.3.      Effective Time.................................... 14
         Section 2.4.      Effect of Merger.................................. 14
         Section 2.5.      Charter and Bylaws................................ 15
         Section 2.6.      Directors and Officers............................ 15

ARTICLE 3.          CONVERSION OF STOCK...................................... 15

         Section 3.1.      Conversion of Merger Sub Stock and RCG Stock...... 15

ARTICLE 4.          ADJUSTMENTS.............................................. 15

         Section 4.1.      Adjustments....................................... 15

ARTICLE 5.          PLAN OF REORGANIZATION AND PAYMENT OF CLAIMS............. 16

         Section 5.1.      Plan of Reorganization............................ 16
         Section 5.2.      Deposit of New World Access Stock................. 16
         Section 5.3.      Payment of Claim.................................. 16
         Section 5.4.      Contingent Payment of Claims...................... 16

ARTICLE 6.          RELEASE OF CONTINGENT PAYMENT STOCK 
                      AND TRANSFER RESTRICTIONS.............................. 17

         Section 6.1.      Release Criteria.................................. 17
         Section 6.2.      Subsequent Performance............................ 17
         Section 6.3.      Accelerated Release............................... 18
         Section 6.4.      Transfer Restrictions............................. 18

ARTICLE 7.          REPRESENTATIONS AND WARRANTIES OF WORLD ACCESS,
                      NEW WORLD ACCESS AND MERGER SUB........................ 18

         Section 7.1.      Organization, Qualification, and
                             Corporate Power................................. 19
         Section 7.2.      Capitalization.................................... 19
         Section 7.3.      Non-contravention................................. 19
         Section 7.4.      Brokers' Fees..................................... 20
         Section 7.5.      World Access SEC Documents........................ 20
         Section 7.6.      Events Subsequent to World Access 
                             Most Recent Fiscal Year End..................... 21
         Section 7.7.      Undisclosed Liabilities........................... 22
         Section 7.8.      Opinion of Financial Advisor...................... 22
         Section 7.9.      Litigation........................................ 22
         Section 7.10.     Exemption from Registration....................... 23

ARTICLE 8.          REPRESENTATIONS AND WARRANTIES OF RCG.................... 23

         Section 8.1.      Organization, Qualification, and 
                             Corporate Power................................. 23
         Section 8.2.      Capitalization.................................... 23
         Section 8.3.      Non-contravention................................. 24
         Section 8.4.      Brokers' Fees..................................... 24
         Section 8.5.      Title to Assets................................... 24
         Section 8.6.      Subsidiaries...................................... 24
         Section 8.7.      Financial Statements.............................. 25
         Section 8.8.      Events Subsequent to RCG Most 
                             Recent Fiscal Year End.......................... 25
         Section 8.9.      Undisclosed Liabilities........................... 27
         Section 8.10.     Legal Compliance.................................. 27
         Section 8.11.     Tax Matters....................................... 27
         Section 8.12.     Real Property..................................... 28
         Section 8.13.     Intellectual Property............................. 29
         Section 8.14.     Tangible Assets................................... 30
         Section 8.15.     Inventory......................................... 30
         Section 8.16.     Contracts......................................... 30
         Section 8.17.     Notes and Accounts Receivable..................... 31
         Section 8.18.     Insurance......................................... 31
         Section 8.19.     Litigation........................................ 31
         Section 8.20.     Employees......................................... 31
         Section 8.21.     Employee Benefits................................. 32
         Section 8.22.     Guaranties........................................ 33
         Section 8.23.     Environment, Health, and Safety................... 33
         Section 8.24.     Proxy Statement................................... 34

ARTICLE 9.          COVENANTS................................................ 34

         Section 9.1.      Conduct of the Business of RCG
                             and its Subsidiaries............................ 34
         Section 9.2.      Conduct of Business of World Access
                             and its Subsidiaries............................ 36
         Section 9.3.      Access to Books and Records....................... 37
         Section 9.4.      Approval of Stockholders of 
                             New World Access................................ 37
         Section 9.5.      Preparation of Proxy Statement.................... 37
         Section 9.6.      Affiliates........................................ 38

ARTICLE 10.         ADDITIONAL AGREEMENTS.................................... 38

         Section 10.1.     Best Efforts; Cooperation......................... 38
         Section 10.2.     Regulatory Matters................................ 38
         Section 10.3.     Indemnification Regarding the Proxy Statement..... 39
         Section 10.4.     Notice of Developments............................ 39
         Section 10.5.     Notices and Consents.............................. 39
         Section 10.6.     Indemnity......................................... 39
         Section 10.7.     Offers of Employment.............................. 39
         Section 10.8.     Exclusive Dealing................................. 40
         Section 10.9.     Bankruptcy Court Approval......................... 41

ARTICLE 11.         MUTUAL CONDITIONS TO CLOSING............................. 41

         Section 11.1.     Stockholder Approval.............................. 41
         Section 11.2.     Regulatory Approvals.............................. 41
         Section 11.3.     Litigation........................................ 41
         Section 11.4.     Proxy Statement................................... 41
         Section 11.5.     Consummation of Holding Company Reorganization.... 42
         Section 11.6.     Resignations...................................... 42
         Section 11.7.     Material Condition................................ 42
         Section 11.8.     Consents.......................................... 42
         Section 11.9.     Bankruptcy Court Approval......................... 42
         Section 11.10.    NASDAQ Listing.................................... 42
         Section 11.11.    U.K. Acquisition Transaction...................... 42

ARTICLE 12.         CONDITIONS TO THE OBLIGATIONS OF NEW WORLD ACCESS........ 42

         Section 12.1.     Representations and Warranties.................... 43
         Section 12.2.     Performance of Obligations........................ 43
         Section 12.3.     Certificate Representing Satisfaction
                             of Conditions................................... 43
         Section 12.4.     Material Adverse Change........................... 43
         Section 12.5.     Tax Opinion....................................... 43
         Section 12.6.     Legal Opinion..................................... 43
         Section 12.7.     Carrier Service Agreement......................... 43
         Section 12.8.     Operating Performance of RCG...................... 43
         Section 12.9.     Approval of Plan and Order........................ 43
         Section 12.10.    Net Operating Losses.............................. 43
         Section 12.11.    Net Worth......................................... 44

ARTICLE 13.         CONDITIONS TO OBLIGATIONS OF RCG......................... 44

         Section 13.1.     Representations and Warranties.................... 44
         Section 13.2.     Performance of Obligations........................ 44
         Section 13.3.     Certificate Representing Satisfaction
                             of Conditions................................... 44
         Section 13.4.     Material Adverse Change........................... 44
         Section 13.5.     Approval of Plan and Order........................ 44

ARTICLE 14.         TERMINATION.............................................. 44

         Section 14.1.     Termination of Agreement.......................... 44
         Section 14.2.     Effect of Termination and Breach.................. 45
         Section 14.3.     Confidentiality Upon Termination.................. 46
         Section 14.4.     Specific Performance.............................. 46

ARTICLE 15.         GENERAL PROVISIONS....................................... 46

         Section 15.1.     Nonsurvival of Representations and Warranties..... 46
         Section 15.2.     Press Releases and Public Announcements........... 46
         Section 15.3.     No Third-Party Beneficiaries...................... 47
         Section 15.4.     Entire Agreement.................................. 47
         Section 15.5.     Succession and Assignment......................... 47
         Section 15.6.     Counterparts...................................... 47
         Section 15.7.     Notices........................................... 47
         Section 15.8.     Governing Law; Jurisdiction....................... 49
         Section 15.9.     Amendments and Waivers............................ 49
         Section 15.10.    Severability...................................... 49
         Section 15.11.    Construction...................................... 50
         Section 15.12.    Incorporation of Exhibits and Schedules........... 50
         Section 15.13.    Transaction Costs................................. 50

EXHIBITS:

Exhibit A - Form of Affiliate Agreement
Exhibit B - Form of Employment Agreement
Exhibit C - Carrier Service Agreement


<PAGE>





                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION


         THIS  AGREEMENT  AND PLAN OF MERGER  AND  REORGANIZATION  (as  amended,
supplemented or otherwise modified from time to time, the "Agreement"), dated as
of the 12th day of May, 1998, is entered into by and among WORLD ACCESS, INC., a
Delaware  corporation ("World Access"),  WAXS INC., a Delaware corporation and a
wholly-owned subsidiary of World Access ("New World Access"), WA MERGER CORP., a
Delaware corporation and a wholly-owned  subsidiary of New World Access ("Merger
Sub"), and CHERRY  COMMUNICATIONS  INCORPORATED  d/b/a RESURGENS  COMMUNICATIONS
GROUP, an Illinois corporation ("RCG").

                              W I T N E S S E T H:

         WHEREAS,  on October  24,  1997 (the  "Petition  Date"),  RCG filed its
petition,  Case No. 97 B 32873 (the  "Chapter 11 Case"),  with the United States
Bankruptcy  Court for the Northern  District of Illinois,  Eastern Division (the
"Bankruptcy  Court"),  under Chapter 11 of the Bankruptcy Code, 11 U.S.C. ss.ss.
101-1330  (as modified or amended,  the  "Bankruptcy  Code"),  and RCG has since
continued  in  possession  of its assets and in the  management  of its business
pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

         WHEREAS,  RCG  intends  to file with the  Bankruptcy  Court its Plan of
Reorganization on or before May 31, 1998 (as amended,  supplemented or otherwise
modified from time to time, the "Plan");

         WHEREAS,  RCG,  intends  to seek an order or orders  of the  Bankruptcy
Court  pursuant to Section 1129 of the  Bankruptcy  Code (i) confirming the Plan
and (ii) approving this Agreement and each of the agreements and other documents
contemplated  hereby  (such  order or  orders as  approved  and  entered  by the
Bankruptcy Court being hereinafter referred to collectively as the "Order");

         WHEREAS,  Merger Sub,  upon the terms and subject to the  conditions of
this Agreement, will be merged with and into RCG (the "Merger");

         WHEREAS,  on February 24, 1998,  World Access,  New World Access,  WAXS
Acquisition Corp., a Delaware  corporation and a wholly-owned  subsidiary of New
World Access, NACT Acquisition Corp., a Delaware  corporation and a wholly-owned
subsidiary of New World Access,  and NACT  Telecommunications,  Inc., a Delaware
corporation and a majority-owned  subsidiary of World Access  ("NACT"),  entered
into that certain Agreement and Plan of Merger and  Reorganization,  pursuant to
which,  among  other  things,   each  of  World  Access  and  NACT  will  become
wholly-owned   subsidiaries   of  New  World   Access  (the   "Holding   Company
Reorganization");

         WHEREAS,  the respective boards of directors of World Access, New World
Access,  RCG and  Merger  Sub deem it to be  advisable,  consistent  with  their
respective  long-term  business  strategies  and in the best  interests of their
respective  stockholders  to consummate the Merger upon the terms and conditions
set forth herein and in accordance  with the Illinois  Business  Corporation Act
(the "IBCA");

         WHEREAS,  the respective boards of directors of all of the Parties have
unanimously approved this Agreement,  the board of directors of New World Access
has directed that this Agreement be submitted to its  stockholders  for approval
and adoption  immediately  following  the  consummation  of the Holding  Company
Reorganization  and the  board  of  directors  of RCG  has  directed  that  this
Agreement be submitted to the Bankruptcy Court for approval;

         WHEREAS,  the  stockholder  of  Merger  Sub has approved this Agreement
prior to its execution;

         WHEREAS,  World Access, New World Access,  Cherry  Communications  U.K.
Limited,  a  limited  liability  company  organized  under  the laws of  England
("Cherry U.K."),  and certain  affiliated parties have entered into that certain
Stock Exchange  Agreement and Plan of  Reorganization of even date herewith (the
"U.K.  Acquisition  Agreement")  pursuant  to which  Cherry  U.K.  will become a
wholly-owned subsidiary of New World Access (the "U.K.
Acquisition");

         WHEREAS,  the consummation of the transactions  contemplated  hereby is
a condition to the consummation of the U.K. Acquisition, and the consummation of
the U.K.  Acquisition  is a condition to the  consummation  of the  transactions
contemplated hereby;

         WHEREAS,  RCG, World Access and New World Access desire to make certain
representations,  warranties  and  agreements in connection  with the Merger and
also to prescribe various conditions thereto; and

         WHEREAS,  for Federal  income tax  purposes,  it is  intended  that the
Merger shall qualify as a reorganization  under the provisions of Section 368(a)
of the Code.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises  herein made,  and in  consideration  of the  warranties  and covenants
herein contained, the Parties agree as follows:



<PAGE>


                                   ARTICLE 1.
                                   DEFINITIONS

         Capitalized terms used in this Agreement shall have the definitions set
forth in this Article 1.

     Section 1.1  "Acquisition  Proposal"  means any acquisition or purchase (or
any inquiry or proposal with respect thereto) of all or any substantial  portion
of the assets of RCG or of over 10% of any class of equity securities of RCG, or
any merger, consolidation, business combination, recapitalization,  liquidation,
dissolution  or similar  transaction  involving RCG other than the  transactions
contemplated by this  Agreement,  or any other  transaction the  consummation of
which  would  reasonably  be  expected  to impede,  interfere  with,  prevent or
materially  delay the Merger or which  would  reasonably  be  expected to dilute
materially the benefits to World Access or New World Access of the Merger.

     Section  1.2  "Administrative   Expense  Claims"  shall  mean  and  be  the
collective  reference to all costs and expenses of administration of the Chapter
11 Case entitled to priority and payment under Sections  503(b) and 507(a)(1) of
the  Bankruptcy  Code and  quarterly  fees  payable  to the Office of the United
States Trustee  pursuant to 28 U.S.C.  ss. 1930,  including,  (a) the actual and
necessary costs and expenses  incurred after the Petition Date of preserving the
bankruptcy estate and operating the business of RCG (such as wages,  salaries or
commissions  for  services  and  payments  for  services  or  goods),   and  (b)
compensation for legal,  financial  advisory,  accounting and other services and
reimbursement of expenses awarded or allowed under Sections 330(a) or 331 of the
Bankruptcy Code.

     Section 1.3 "Adverse Consequences" means all actions,  suits,  proceedings,
hearings,  investigations,  charges, complaints,  claims, demands,  injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, reasonable
amounts paid in settlement,  liabilities,  obligations,  taxes,  liens,  losses,
expenses,  and fees, including reasonable court costs and reasonable  attorneys'
fees and expenses.

     Section 1.4  "Affiliate"  means (a), with respect to each Party, an officer
or director of such Party or any Person owning an equity interest of 10% or more
of such Party, any direct or indirect wholly owned subsidiary of such Party, any
other  subsidiary  owned  directly or indirectly by a direct or indirect  parent
company of such Party or any other Person in which such Party has at least a 10%
equity  interest and (b) with respect to any Person not a Party,  any Person who
controls,  is controlled by or is under common  control with such Person and any
officer or  director of such  Person or any other  Person  owning at least a 10%
equity interest in such Person.

     Section 1.5  "Agreement"  has the meaning set forth in the preamble to this
Agreement.

     Section 1.6 "Allowed  Claims"  shall,  with respect to a particular  claim,
mean:  (a) if the  holder of such  claim has not  timely  filed a proof of claim
within  the  applicable  period of  limitations  fixed by the  Bankruptcy  Court
pursuant to Bankruptcy Rule  3003(c)(3),  and such claim either is not listed in
the  Debtor's  Schedules  or such claim is listed in the  Debtor's  Schedules as
disputed, contingent or unliquidated, the amount of zero; (b) if the holder of a
claim  has  duly  filed a  proof  of  claim  within  the  applicable  period  of
limitations  fixed by the  Bankruptcy  Court  pursuant  to the  Bankruptcy  Rule
3003(c)(3),  then (i) the amount stated in such proof of claim,  if no objection
thereto has been interposed  within any applicable period of limitation fixed by
applicable  bankruptcy  rules or as otherwise fixed by the Bankruptcy  Court, or
(ii) in the case of a claim to which a timely objection has been or may be made,
such  amount  as shall be fixed by Final  Order;  or (c) with  respect  to a fee
request by an employed  professional  pursuant to Bankruptcy Code Section 327 or
1103, such amount as shall be fixed by Final Order of the Bankruptcy Court.

     Section 1.7  "Applicable  Bankruptcy Law" means the Bankruptcy Code and the
Federal Rules of  Bankruptcy  Procedure (as the same may be modified or amended)
and the interpretation thereof by a court of competent jurisdiction.

     Section 1.8  "Articles  of Merger" has the meaning set forth in Section 2.3
hereof.

     Section 1.9  "Bankruptcy  Code" has the  meaning set forth in the  recitals
hereto.

     Section 1.10  "Bankruptcy  Court" has the meaning set forth in the recitals
hereto.

     Section 1.11  "Business  Day" means each day on which national banks in the
Atlanta, Georgia, area are open for business.

     Section 1.12  "Certificate  of Merger" has the meaning set forth in Section
2.3 hereof."

     Section 1.13 "Change of Control" shall be deemed to have occurred if:

         (a) any  Person  (including  any  syndicate  or  group  deemed  to be a
"person"  under  Section  13(d) (3) of the Exchange  Act),  other than New World
Access,  any subsidiary of New World Access, or any employee benefit plan of New
World  Access  or any such  subsidiary,  is or  becomes  the  beneficial  owner,
directly or indirectly,  through a purchase or other acquisition  transaction or
series of transactions (other than a merger or consolidation involving New World
Access), of shares of capital stock of New World Access entitling such Person to
exercise  in excess of 50% of the total  voting  power of all  shares of capital
stock  of New  World  Access  entitled  to vote  generally  in the  election  of
directors;

         (b) there occurs any  consolidation of New World Access with, or merger
of New World Access into,  any other Person,  any merger of another  Person into
New World Access,  or any sale or transfer of the assets of New World Access, as
an entirety or  substantially  as an  entirety,  to another  Person  (other than
either (i) any such  transaction  pursuant to which the holders of the New World
Access Stock immediately prior to such transaction have, directly or indirectly,
shares of capital stock of the continuing or surviving  corporation  immediately
after such  transaction  which entitle such holders to exercise in excess of 50%
of the total voting power of all shares of capital  stock of the  continuing  or
surviving corporation entitled to vote generally in the election of directors or
(ii) any merger (A) which does not result in any  reclassification,  conversion,
exchange or cancellation of outstanding  shares of New World Access Stock or (B)
which is effected  solely to change the  jurisdiction  of  incorporation  of New
World  Access and  results in a  reclassification,  conversion  or  exchange  of
outstanding  shares of New World Access Stock solely into shares of common stock
and separate  series of common stock  carrying  substantially  the same relative
rights as the New World Access Stock); or

         (c) a change in the Board of Directors of New World Access in which the
individuals  who  constituted  the Board of Directors of New World Access at the
beginning of the one-year  period  immediately  preceding such change  (together
with any other  director  whose  election by the Board of Directors of New World
Access or whose  nomination for election by the stockholders of New World Access
was  approved by a vote of at least a majority of the  directors  then in office
either who were  directors at the beginning of such period or whose  election or
nomination for election was previously so approved)  cease for any reason (other
than death or resignation)  to constitute at least a two-thirds  majority of the
directors then in office.

Notwithstanding  the  foregoing,  any Change of Control  that  results  from (i)
WorldCom,  Inc.  ("WorldCom")  or any of its  Affiliates  soliciting  proxies or
becoming a  "participant"  in a  "solicitation"  (as such  terms are  defined in
Regulation  14A under the Exchange Act) in opposition to the  recommendation  of
the majority of the members of the Board of Directors of New World Access on any
matter or (ii) the merger, share exchange,  consolidation or similar transaction
between  New World  Access and  WorldCom or any of its  Affiliates,  without the
prior  written  consent  of New  World  Access,  shall not be deemed a Change of
Control for purposes of this Agreement.

     Section  1.14  "Chapter 11 Case" has the meaning set forth in the  recitals
hereto.

     Section  1.15  "Cherry  U.K." has the  meaning  set  forth in the  recitals
hereto.

     Section 1.16 "Closing" has the meaning set forth in Section 2.2 hereof.

     Section  1.17  "Closing  Date" has the  meaning  set forth in  Section  2.2
hereof.

     Section 1.18 "Code" means the  Internal  Revenue Code of 1986,  as amended,
together with the rules and regulations promulgated thereunder.

     Section 1.19 "Communications  Act" means the Federal  Communications Act of
1934,  as  amended,   together  with  the  rules  and  regulations   promulgated
thereunder.

     Section 1.20  "Confidential  Information"  means and includes written data,
reports,   interpretations,   analyses,  trade  secrets,  processes,   drawings,
photographs,  records,  specifications,  designs,  programs, product development
activities,  software packages and related  documentation,  technical  know-how,
concepts,  theories,  ideas,  methods and  procedures of operation,  business or
marketing   plans,    proposals,    financial   information,    compiled   data,
communications, customer lists and data and equipment, as well as the nature and
results of a Party's  development  activities and all other  information  and/or
materials  related to the business or activities of a Party,  but excluding such
information that is (a) generally available to the public, or (b) available,  or
becomes  available,  to a  Party  on  a  non-confidential  basis  prior  to  its
disclosure from a Person authorized to disclose the same.

     Section 1.21 "Consent" means a consent, approval or authorization,  waiver,
clearance,  exemption  or  similar  affirmation  by any Person  pursuant  to any
contract, permit, law, regulation or order.

     Section  1.22  "Contingent  Payment  Stock"  has the  meaning  set forth in
Section 5.2 hereof.

     Section 1.23  "Controlled  Group  Liability"  means any and all liabilities
under (a) Title IV of ERISA, (b) Section 302 of ERISA, (c) Sections 412 and 4971
of the Code, (d) the continuation  coverage  requirements of section 601 et seq.
of ERISA  and  Section  4980B of the  Code,  and (e)  corresponding  or  similar
provisions of foreign laws or  regulations,  in each case other than pursuant to
the World Access Plans with respect to World Access and its Subsidiaries, or the
RCG Plans with respect to RCG.

     Section 1.24 "Debtor's  Schedule" shall mean the schedules and statement of
financial  affairs of RCG, as amended,  modified  or  supplemented  from time to
time, on file in the Chapter 11 Case.

     Section 1.25 "DGCL" means Title 8 of the Delaware Code, as amended.

     Section 1.26 "Dip Financing" shall mean post-petition financing provided to
RCG by WNSI pursuant to an order of the Bankruptcy Court.

     Section  1.27  "Disbursed  Stock" has the  meaning set forth in Section 5.2
hereof.

     Section 1.28 "Disbursing Agent" shall have the meaning set forth in Section
5.2 hereof.

     Section 1.29  "Disputed  Claims"  shall mean a claim as to which a proof of
claim has been  filed or  deemed  filed  under  applicable  law,  as to which an
objection has been or may be timely filed and which objection,  if timely filed,
has not been withdrawn on or before any date fixed for filing such objections by
the Plan or Final Order of the Bankruptcy Court and which objection has not been
overruled  or denied by a Final Order.  Prior to the time that an objection  has
been or may be timely filed, for purposes of the Plan, a claim shall be Disputed
Claim if (a) no corresponding  claim has been listed in the Debtor's  Schedules;
or (b) the  amount of the claim  exceeds  the  amount  thereof  set forth in the
Debtor's Schedules.

     Section 1.30  "District  Court" means the United States  District Court for
the Northern District of Illinois, Eastern Division.

     Section  1.31  "EBITDA"  means the sum of income  before net  interest  and
provision  for  income  taxes,  plus   depreciation  and  amortization   expense
determined  consistent with RCG's audited  consolidated  statement of income for
the RCG Most Recent Fiscal Year End.  Notwithstanding the foregoing,  any change
in the  policies  or  procedures  employed  in  determining  the  EBITDA  of the
Surviving Corporation shall be approved by a majority vote of the members of the
audit  committee  of the  Board of  Directors  of New World  Access  who are not
Affiliates of WorldCom, Inc.

     Section  1.32  "Effective  Date"  means the date upon  which the Plan shall
become effective in accordance with the terms of the Plan.

     Section  1.33  "Effective  Time" has the  meaning  set forth in Section 2.3
hereof.

     Section 1.34 "Employee Benefit Plan" means any (a)  non-qualified  deferred
compensation  or retirement  plan or  arrangement  which is an Employee  Pension
Benefit Plan, (b) qualified defined contribution  retirement plan or arrangement
which is an  Employee  Pension  Benefit  Plan,  (c)  qualified  defined  benefit
retirement  plan or  arrangement  which  is an  Employee  Pension  Benefit  Plan
(including any  Multi-Employer  Plan), or (d) Employee  Welfare Benefit Plan (or
material fringe benefit plan or program).

     Section 1.35 "Employee  Pension  Benefit Plan" has the meaning set forth in
ERISA Section 3(2).

     Section 1.36 "Employee  Welfare  Benefit Plan" has the meaning set forth in
ERISA Section 3(l).

     Section   1.37   "Environmental,   Health,   and  Safety  Laws"  means  the
Comprehensive  Environmental  Response,  Compensation and Liability Act of 1980,
the Resource  Conservation and Recovery Act of 1976, and the Occupational Safety
and Health Act of 1970, each as amended, together with all other laws (including
rules,  regulations,  codes, plans,  injunctions,  judgments,  orders,  decrees,
rulings  and  charges   thereunder)  of  federal,   state,  local,  and  foreign
governments (and all agencies thereof) concerning pollution or protection of the
environment,  public health and safety, or employee health and safety, including
laws  relating to emissions,  discharges,  releases,  or threatened  releases of
pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials
or waste into ambient air,  surface water,  ground water,  or lands or otherwise
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal,  transport,  or handling of  pollutants,  contaminants,  or  chemical,
industrial, hazardous, or toxic materials or waste.

     Section 1.38 "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended.

     Section 1.39 "ERISA Affiliate" means, with respect to any entity,  trade or
business,  any  other  entity,  trade or  business  that is a member  of a group
described in Section 414(b),  (c), (m) or (o) of the Code or Section  4001(b)(1)
of ERISA that includes the first entity, trade or business,  or that is a member
of the same "controlled  group" as the first entity,  trade or business pursuant
to Section 4001(a)(14) of ERISA.

     Section 1.40 "Exchange  Act" means the Securities  Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.

     Section 1.41 "Expenses" has the meaning set forth in Section 10.8 hereof.

     Section 1.42 "Extremely  Hazardous  Substance" has the meaning set forth in
Section 302 of the Emergency  Planning and Community  Right to Know Act of 1986,
as amended.

     Section 1.43 "FCC" means the Federal Communications Commission.

     Section 1.44 "Fiduciary" has the meaning set forth in ERISA Section 3(21).

     Section 1.45 "Final Order" shall mean an order of the Bankruptcy Court, the
District Court, or any other court as to which (a) the time to appeal,  petition
for  certiorari  or to seek  reargument  or rehearing has expired and no appeal,
reargument,  certiorari  petition or rehearing is pending; or (b) if any appeal,
reargument,  writ of certiorari or rehearing thereof has been sought,  the order
has been  affirmed by the highest court to which such order was appealed or from
which the reargument,  certiorari, or rehearing was sought, and the time to take
any further appeal or to seek certiorari or further  reargument or rehearing has
expired.  (In the case of an order of the Bankruptcy Court, the time for appeal,
for the purposes of this  definition,  shall be the time permitted for an appeal
to the District Court.)

     Section 1.46 "GAAP"  means  United  States  generally  accepted  accounting
principles as in effect from time to time. The requirement  that such principles
be  consistently  applied and applied on a consistent  basis shall mean that the
accounting  principles  observed  in a  current  period  are  comparable  in all
material respects to those applied in a preceding period.

     Section 1.47 "HSR Act" means the Hart-Scott-Rodino  Antitrust  Improvements
Act of 1976,  as amended,  together with the rules and  regulations  promulgated
thereunder.

     Section 1.48 "Holding Company  Reorganization" has the meaning set forth in
the recitals hereto.

     Section 1.49 "IBCA" has the meaning set forth in the recitals hereto.

     Section 1.50  "Intellectual  Property"  means (a) all  inventions  (whether
patentable or unpatentable),  all improvements thereto, and all patents,  patent
applications,   and  patent   disclosures,   together   with  all   reissuances,
continuations,  continuations in part, revisions, extensions, and reexaminations
thereof,  (b) all trademarks,  service marks, trade drafts,  logos, trade names,
and corporate names, together with all translations,  adaptations,  derivations,
and combinations  thereof and including all goodwill associated  therewith,  and
all applications,  registrations,  and renewals in connection therewith, (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connections  therewith,  (d) all mask works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier list,  pricing and cost  information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation), (g) all other proprietary rights and (h) all copies and tangible
embodiments thereof in whatever form or medium.

     Section 1.51  "Knowledge"  means either (a) that an  individual is actually
aware of a particular fact or other matter or (b) a prudent  individual could be
expected to discover or  otherwise  become aware of such fact or other matter in
the  course  of  performing  the  duties  which  are  normally  performed  by an
individual  acting in a similar  capacity.  A Person (other than an  individual)
will be deemed to have  "Knowledge" of a particular  fact or other matter if any
individual who is serving as a director, executive officer, partner, executor or
trustee of such  Person (or in any  similar  capacity)  has, or at any time had,
knowledge of such fact or other matter.

     Section 1.52 "Losses"  means any and all claims,  demands,  losses,  costs,
expenses,  obligations,   liabilities,  damages,  recoveries  and  deficiencies,
including interest, penalties and attorneys' fees and disbursements.

     Section 1.53 "Merger" has the meaning set forth in the recitals hereto.

     Section  1.54 "Merger  Consideration"  has the meaning set forth in Section
3.1 hereof.

     Section 1.55 "Merger Sub" has the meaning set forth in the preamble to this
Agreement.

     Section 1.56 "Merger Sub Stock" means any share of the common  stock,  $.01
par value per share, of Merger Sub.

     Section  1.57  "Multi-employer  Plan" has the  meaning set forth in Section
3(37) of ERISA.

     Section 1.58 "Multiple  Employer Plan" has the meaning set forth in Section
4063 of ERISA.

     Section 1.59 "NACT" has the meaning set forth in the recitals hereto.

     Section 1.60 "NASDAQ" means The Nasdaq National Market.

     Section  1.61 "New World  Access" has the meaning set forth in the preamble
to this Agreement.

     Section 1.62 "New World Access  Stock" means any share of the common stock,
$.01 par value per share, of New World Access.

     Section 1.63 "Order" has the meaning set forth in the recitals hereto.

     Section 1.64  "Ordinary  Course" means any action taken by a Person only if
(a) such  action is  consistent  with the past  practices  of such Person and is
taken in the ordinary course of the normal day-to-day operations of such Person,
or (b) such  action is similar in nature and  magnitude  to actions  customarily
taken,  without any authorization by the board of directors (or by any Person or
group of Persons  exercising similar  authority),  in the ordinary course of the
normal  day-to-day  operations  of other  Persons  that are in the same  line of
business as such Person.

     Section 1.65 "PBGC" means the Pension Benefit Guaranty Corporation.

     Section 1.66  "Parties"  means  collectively,  or any two or more of, World
Access, New World Access, RCG and Merger Sub.

     Section 1.67 "Party" means any one of the Parties.

     Section 1.68 "Performance  Period" has the meaning set forth in Section 6.1
hereof.

     Section 1.69 "Person" means an individual, a partnership, a corporation, an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization or association,  a limited liability  company,  a limited liability
partnership,  or a governmental entity (or any department,  agency, or political
subdivision thereof, including a Regulatory Authority).

     Section  1.70  "Petition  Date" has the meaning  set forth in the  recitals
hereto.

     Section 1.71 "Plan" has the meaning set forth in the recitals hereto.

     Section  1.72 "Plan  Disclosure  Statement"  has the  meaning  set forth in
Section 5.1 hereof. 

     Section 1.73  "Prohibited  Transaction"  has the meaning set forth in ERISA
Section 406 and Code Section 4975.

     Section  1.74  "Proxy  Statement"  has the meaning set forth in Section 9.5
hereof.

     Section 1.75 "PUC" has the meaning set forth in Section 10.2 hereof.

     Section 1.76 "Qualified RCG Plan" has the meaning set forth in Section 8.21
hereof.

     Section  1.77  "RCG"  has the  meaning  set forth in the  preamble  to this
Agreement.

     Section 1.78 "RCG Disclosure Schedule" has the meaning set forth in Article
8 hereof.

     Section  1.79  "RCG  Financial  Statements"  has the  meaning  set forth in
Section 8.7 hereof.

     Section 1.80 "RGC  Intellectual  Property Rights" has the meaning set forth
in Section 8.13 hereof.

     Section  1.81 "RCG  Material  Adverse  Effect"  shall mean any change in or
effect on the business of RCG and its Subsidiaries  that is, or could reasonably
be  expected  to be,  materially  adverse  to the  business,  prospects,  assets
(including intangible assets), liabilities (contingent or otherwise),  condition
(financial or  otherwise)  or results of operations of RCG and its  Subsidiaries
taken as a whole.

     Section 1.82 "RCG Most Recent Balance Sheet" means the consolidated balance
sheet of RCG as of March 31,  1998  included  in the RCG Most  Recent  Financial
Statements.

     Section  1.83 "RCG Most Recent  Financial  Statements"  has the meaning set
forth in Section 8.7 hereof.

     Section  1.84 "RCG Most Recent  Fiscal Month End" has the meaning set forth
in Section 8.7 hereof.

     Section 1.85 "RCG Most Recent Fiscal Year End" has the meaning set forth in
Section 8.7 of this Agreement.

     Section  1.86 "RCG  Plans"  means all  Employee  Benefit  Plans,  programs,
policies,  practices,  and other arrangements providing benefits to any employee
or former employee or beneficiary or dependent thereof,  whether or not written,
and whether covering one Person or more than one Person, sponsored or maintained
by RCG or any of its Subsidiaries,  or to which RCG, or any of its Subsidiaries,
contributes  or is obligated to contribute.  Without  limiting the generality of
the foregoing,  the term "RCG Plans" includes all employee welfare benefit plans
within the meaning of Section  3(1) of ERISA and all  employee  pension  benefit
plans within the meaning of Section 3(2) of ERISA.

     Section 1.87 "RCG Stock" means any share of the common stock,  no par value
per share, of RCG.

     Section 1.88 "Regulatory Authority" means, collectively, the FCC, PUCs, the
Federal Trade Commission,  the United States Department of Justice, the SEC, the
National  Association  of Securities  Dealers,  Inc., and all national and state
securities  exchanges and any other  governmental  or regulatory  body,  agency,
instrumentality or authority.

     Section 1.89 "Reportable  Event" has the meaning set forth in ERISA Section
4043.

     Section 1.90  "Required  Consents" has the meaning set forth in Section 7.3
hereof.

     Section 1.91 "SEC" means the Securities and Exchange Commission.

     Section 1.92 "Securities Act" means the Securities Act of 1933, as amended,
together with the rules and regulations promulgated hereunder.

     Section  1.93  "Security  Interest"  means  any  mortgage,   pledge,  lien,
encumbrance,  charge,  or other security  interest,  other than (a)  mechanic's,
materialman's,  and  similar  liens for work done on the  property to the extent
that such liens arise in the Ordinary Course of Business and are not yet due and
payable,  (b)  liens for taxes  not yet due and  payable  or for taxes  that the
taxpayer  is  contesting  in good faith  through  appropriate  proceedings,  (c)
purchase  money liens and liens  securing  rental  payments  under capital lease
arrangements,  in each case,  where there exists no default in World Access's or
any Subsidiary's obligations with respect to the underlying agreements,  and (d)
other  liens  arising in the  Ordinary  Course of Business  and not  incurred in
connection with the borrowing of money.

     Section 1.94  "Subsidiary"  means any  corporation  with respect to which a
specified  Person (or a Subsidiary  thereof)  owns  (directly or  indirectly)  a
majority  of the  common  stock or has the power to vote or direct the voting of
sufficient securities to elect a majority of the directors.

     Section 1.95 "Surviving  Corporation"  has the meaning set forth in Section
2.1 hereof.

     Section  1.96  "Tax  Returns"   means,   collectively,   (a)  all  reports,
declarations,  estimates, returns, information statements, and similar documents
relating  to, or  required  to be filed in  respect  of any  Taxes,  and (b) all
information  statements,  returns,  reports or similar documents  required to be
filed with  respect to payments to (or from)  third  parties or with  respect to
transactions  in which any Party or any of its  Subsidiaries  participates.  The
term "Tax Return" shall mean any one of the foregoing Tax Returns.

     Section 1.97 "Taxes" means, collectively, (a) all net income, gross income,
gross receipts,  sales, use, ad valorem,  franchise,  profits,  license,  lease,
service,  service use,  withholding,  employment,  payroll,  excise,  severance,
transfer, documentary, mortgage, registration, stamp, occupation, environmental,
premium,  property,  windfall,  profits, customs, duties, and other taxes, fees,
assessments  or charges of any kind whatever,  including any estimates  thereof,
together with any interest,  penalties and other additions with respect thereto,
imposed by any federal, territorial, state, local or foreign government; and (b)
any penalties,  interest,  or other additions to tax for the failure to collect,
withhold,  or pay  over  any of the  foregoing,  or to  accurately  file any Tax
Return. The term "Tax" shall mean any one of the foregoing Taxes. When used with
reference to a specified Person,  the terms "Taxes" and "Tax" shall include only
amounts of, or in respect of,  Taxes for which such Person is, or could  become,
liable in whole or part  (including any obligation in connection  with a duty to
collect,  withhold,  or pay over any Tax, any  obligation  to  contribute to the
payment of any Taxes determined on a consolidated,  combined,  or unitary basis,
any  liability as a  transferee,  or any liability as a result of any express or
implied obligation to indemnity or pay the Tax obligations of another Person).

     Section 1.98  "Termination Fee" has the meaning set forth in Section 10.8.3
hereof.

     Section 1.99 "Third-Party Intellectual Property Rights" means, with respect
to each of World Access and RCG, all licenses,  sublicenses and other agreements
as to which it is a party  and  pursuant  to which it is  authorized  to use any
third-party patents, trademarks, service marks or copyrights.

     Section 1.100 "Trading Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday, other than any day on which securities are not traded on NASDAQ.

     Section 1.101 "U.K. Acquisition Agreement" has the meaning set forth in the
recitals hereto.

     Section 1.102 "U.K.  Acquisition" has the meaning set forth in the recitals
hereto.

     Section  1.103 "WNSI" means  WorldCom  Network  Services,  Inc., a Delaware
corporation.

     Section  1.104 "World  Access" has the meaning set forth in the preamble to
this Agreement.

     Section 1.105 "World Access Disclosure  Schedule" has the meaning set forth
in Article 7 hereof.

     Section 1.106 "World Access  Material  Adverse Effect" shall mean (a) prior
to the  consummation  of the Holding  Company  Reorganization,  any change in or
effect on the  business of World Access and its  Subsidiaries  that is, or could
reasonably be expected to be,  materially  adverse to the  business,  prospects,
assets (including  intangible  assets),  liabilities  (contingent or otherwise),
condition  (financial or otherwise) or results of operations of World Access and
its Subsidiaries taken as a whole, and (b) after the consummation of the Holding
Company  Reorganization,  any change in or effect on the  business  of New World
Access and its  Subsidiaries  that is, or could  reasonably  be  expected to be,
materially  adverse to the business,  prospects,  assets  (including  intangible
assets),   liabilities  (contingent  or  otherwise),   condition  (financial  or
otherwise)  or results of  operations  of New World Access and its  Subsidiaries
taken as a whole.

     Section  1.107  "World  Access  Most  Recent   Balance   Sheet"  means  the
consolidated  balance  sheet of World Access as of December 31, 1997 included in
the World Access SEC Documents.

     Section 1.108 "World  Access Most Recent  Financial  Statements"  means the
consolidated  financial statements for the year ended December 31, 1997 included
in the World Access SEC Documents.

     Section 1.109 "World  Access Most Recent  Fiscal Month End" means  December
31, 1997.

     Section 1.110 "World Access Most Recent Fiscal Year End" means December 31,
1997.

     Section  1.111 "World  Access SEC  Documents"  has the meaning set forth in
Section 7.5 hereof.

     Section  1.112 "World  Access  Stock" means any share of the common  stock,
$0.01 par value per share,of World Access.


                                   ARTICLE 2.
                                   THE MERGER

     Section  2.1.  The  Merger.  Upon the terms and  subject to the  conditions
contained  in this  Agreement,  and in  accordance  with the IBCA and the  DGCL,
Merger Sub shall be merged with and into RCG at the Effective  Time. As a result
of the Merger,  the separate  corporate  existence of Merger Sub shall cease and
RCG, as the surviving corporation (the "Surviving Corporation"),  shall continue
to exist and be governed by the IBCA.

     Section 2.2. Closing.  Upon the terms and subject to the conditions hereof,
unless  otherwise  agreed upon by the Parties,  the closing of the  transactions
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of Rogers & Hardin,  2700  International  Tower, 229 Peachtree Street,  Atlanta,
Georgia  30303,  commencing  at 10:00 a.m.  local time,  as soon as  practicable
following the  satisfaction or waiver of the conditions set forth in Articles 11
through 13 hereof,  but in no event later than two business days thereafter (the
date of such being referred to herein as the "Closing  Date"),  unless otherwise
mutually agreed to by the Parties.

     Section 2.3.  Effective Time. If all the conditions to the Merger set forth
in Article 11 through 13 hereof shall have been  satisfied  or, if  permissible,
waived in accordance  herewith and this Agreement shall not have been terminated
as provided in Article 14 hereof,  the Parties  hereto shall cause the Merger to
be  consummated by filing on the Closing Date (i) articles of merger meeting the
requirements  of the IBCA  ("Articles of Merger") with the Secretary of State of
the State of Illinois in such form as required  by, and  executed in  accordance
with such requirements of, the IBCA and (ii) a certificate of merger meeting the
requirements  of the DGCL (the  "Certificate  of Merger")  with the Secretary of
State of the State of  Delaware  in such form as  required  by, and  executed in
accordance  with  such  requirements  of,  the DGCL.  The  Merger  shall  become
effective  at the later of the time of filing of the Articles of Merger with the
Secretary  of State of the State of Illinois in  accordance  with the IBCA or of
the  Certificate  of Merger with the Secretary of State of the State of Delaware
in  accordance  with the DGCL,  or at such other time which the  parties  hereto
shall have agreed upon and  designated in such filings as the effective  time of
the Merger (the "Effective Time").

     Section 2.4.  Effect of Merger.  At the Effective  Time,  the effect of the
Merger  shall be as provided in the  applicable  provisions  of the IBCA and the
DGCL. Without limiting the generality of the foregoing,  and subject thereto, at
the Effective Time, except as otherwise  provided herein, the separate existence
of Merger Sub will cease and the Surviving  Corporation  shall succeed,  without
other transfer, to all the rights,  privileges,  powers, franchises and property
of Merger Sub and,  subject  to the Plan and the Order,  shall be subject to all
the debts,  duties and  liabilities  of Merger Sub in the same  manner as if the
Surviving Corporation had itself incurred them.

     Section 2.5.  Charter and Bylaws.  At the Effective  Time,  the Articles of
Incorporation  and Bylaws of RCG, as in effect on the date hereof and  otherwise
amended prior to the Effective Time, shall be the Articles of Incorporation  and
Bylaws of the Surviving  Corporation  until further amended as provided  therein
and in accordance with applicable law.

     Section 2.6. Directors and Officers. From and after the Effective Time, the
directors  and  officers  of RCG  shall be the  directors  and  officers  of the
Surviving Corporation.


                                   ARTICLE 3.
                               CONVERSION OF STOCK

     Section 3.1.  Conversion of Merger Sub Stock and RCG Stock.  Subject to the
terms and conditions of this  Agreement,  as of the Effective Time and by virtue
of the Merger and without  any  further  action on the part of the holder of any
Merger Sub Stock or RCG Stock:

                  (a) all shares of RCG Stock  which are held by RCG as treasury
stock, if any, shall be canceled and retired, and no consideration shall be paid
or delivered in exchange therefor;

                  (b) the shares of RCG Stock  outstanding  immediately prior to
the Effective Time shall be canceled and retired and will cease to exist without
the payment of any consideration therefor; and

                  (c) each  share of Merger  Sub Stock  issued  and  outstanding
immediately  prior to the Effective  Time shall be converted into one fully paid
and  nonassessable  share of common  stock  without  par value of the  Surviving
Corporation.


                                   ARTICLE 4.
                                   ADJUSTMENTS

     Section  4.1.  Adjustments.  In the  event of any  change  in the New World
Access Stock after the date hereof by reason of any stock dividend, stock split,
subdivision, reclassification, recapitalization, combination, exchange of shares
or the like,  then the New World Access Stock to be issued pursuant to Article 5
of this Agreement shall be adjusted appropriately on the Closing Date.


                                   ARTICLE 5.
                  PLAN OF REORGANIZATION AND PAYMENT OF CLAIMS

     Section  5.1.  Plan of  Reorganization.  RCG  shall  file  and use its best
efforts to obtain the Bankruptcy  Court's  confirmation of the Plan, which shall
provide,  inter alia, for the  consummation of the Merger in accordance with the
terms and  conditions  of this  Agreement.  RCG shall also file and use its best
efforts to obtain the Bankruptcy Court's approval of RCG's Disclosure  Statement
with respect to the Plan (the "Plan  Disclosure  Statement").  Both the Plan and
the Plan  Disclosure  Statement,  as filed and as confirmed  and approved by the
Bankruptcy  Court,  must in form and substance be acceptable to New World Access
and RCG.  World Access and its  Affiliates  shall  cooperate in connection  with
preparing, filing and obtaining the approval of the Plan and the Plan Disclosure
Statement.  The Plan shall provide,  inter alia, for (a) a pro-rata distribution
of Disbursed Stock and Contingent Payment Stock as provided herein to holders of
Allowed Claims and  Administrative  Expense Claims (including the Administration
Expense Claim of WNSI arising in  connection  with the DIP  Financing),  and the
approval of this  Agreement;  (b) except as otherwise  provided in the Plan, the
discharge  of  all  indebtedness  of  and  claims  against  RCG  arising  before
confirmation of the Plan; and (c) certain transfer restrictions on the shares of
New World Access Stock to be issued  pursuant to this  Agreement as set forth in
Section 6.4 hereof.  RCG estimates  that the aggregate  amount of Allowed Claims
will be approximately $300,000,000 to $350,000,000.

     Section 5.2.  Deposit of New World Access Stock. At the Closing,  New World
Access and the Person appointed by the Bankruptcy Court pursuant to the Plan and
the Order to act as "Disbursing  Agent" under the Plan (the "Disbursing  Agent")
shall each execute a Disbursement Agreement reasonably acceptable to the Parties
hereto and, in  accordance  therewith,  New World Access shall  deposit with the
Disbursing Agent,  immediately following the Effective Time, 3,125,000 shares of
New World Access Stock  ("Disbursed  Stock") and  6,250,000  shares of New World
Access Stock (the "Contingent Payment Stock").

     Section 5.3. Payment of Claims. In accordance with the terms and provisions
of the Plan and unless otherwise  provided  therein,  the Disbursing Agent under
the Disbursement Agreement shall issue to each holder of an Allowed Claim and an
Administrative Expense Claim (including the Administrative Expense Claim of WNSI
arising in connection with the DIP  Financing),  its pro-rata share of Disbursed
Stock based upon the amount of such claim.

     Section 5.4.  Contingent  Payments of Claims.  The  Disbursing  Agent shall
release  to  holders  of  Allowed  Claims  and  Administrative   Expense  Claims
(including the  Administrative  Expense Claim of WNSI arising in connection with
the DIP Financing)  their pro-rata  share of Contingent  Payment Stock,  if, as,
when and to the  extent  that  the  Contingent  Payment  Stock  (or any  portion
thereof) is released  pursuant to the terms of Article 6 hereof,  in  accordance
with the terms and provisions of the Plan.


                                   ARTICLE 6.
          RELEASE OF CONTINGENT PAYMENT STOCK AND TRANSFER RESTRICTIONS

     Section  6.1.  Release  Criteria.  The  Contingent  Payment  Stock  will be
released by the  Disbursing  Agent  pursuant to the terms and  provisions of the
Plan in the  amounts and on the dates  specified  below if the sum of the EBITDA
for (i) the  Surviving  Corporation  and (ii)  Cherry U.K.  for the  performance
periods set forth below equals or exceeds the Target EBITDA for such performance
period as set forth below:

<TABLE>

Performance Period                    Release Date              Percentage of              Target EBITDA
                                                             Contingent Payment
                                                            Stock to be Released
<CAPTION>
<S>                                <C>                      <C>                            <C>                  
July 1, 1998 to and                February 15, 1999                25%                     $7,500,000
including December 31, 1998
(the "First Performance
Period")
January 1, 1999 to and             February 15, 2000               37.5%                    $29,000,000
including December 31, 1999
(the "Second Performance
Period")
January 1, 2000 to and             February 15, 2001               37.5%                    $36,500,000
including December 31, 2000
(the "Third Performance
Period)

</TABLE>

Notwithstanding  the foregoing,  if the Closing Date is (a) on or after July 15,
1998 but prior to August  16,  1998,  then the First  Performance  Period  shall
commence on August 1, 1998 and shall terminate on (and  including)  December 31,
1998 and the Target EBITDA with respect  thereto shall be reduced to $7,100,000,
(b) on or after August 16, 1998 but prior to September 30, 1998,  then the First
Performance  Period shall  commence on September 1, 1998 and shall  terminate on
(and  including)  December 31, 1998 and the Target  EBITDA with respect  thereto
shall be reduced to $6,700,000,  or (c) on or after September 30, 1998, then the
First  Performance  Period shall commence on the first day of the calendar month
in which the Closing occurs and shall  terminate on (and including) the last day
of the sixth calendar month following the month in which the Closing occurs, the
release date shall be forty-five  (45) days after the end of such period and the
Target  EBITDA  shall be equal to the sum of (i)  $2,100,000  for each  calendar
month of 1998 included in the First  Performance  Period and (ii) $2,400,000 for
each calendar month of 1999 included in the First Performance Period.

     Section  6.2.  Subsequent  Performance.  If the  EBITDA  for the  Surviving
Corporation  and Cherry U.K.  is less than the Target  EBITDA  required  for the
release of Contingent Payment Stock in either of the First or Second Performance
Periods  (and with  respect  to the  Second  Performance  Period is no less than
zero), then, notwithstanding the table above, the Contingent Payment Stock shall
be released if the actual  cumulative  EBITDA for the Surviving  Corporation and
Cherry U.K. for such Performance Period and any subsequent  Performance  Periods
equals or exceeds the cumulative Target EBITDA for such Performance Periods.

     Section 6.3. Accelerated Release. Notwithstanding anything to the contrary,
(a) if during any calendar quarter of the Second Performance Period, the closing
price per share of the New World  Access  Stock as reported by NASDAQ  equals or
exceeds  $65.00 for any five  consecutive  Trading  Days  during  such  calendar
quarter,  then 25% of all of the shares of  Contingent  Payment  Stock  shall be
released on February 15, 2000,  provided that if no shares of Contingent Payment
Stock are  eligible  for release  during any such  calendar  quarter,  then such
shares of  Contingent  Payment  Stock  shall  become  eligible  for release in a
subsequent  calendar  quarter of the Second  Performance  Period if the  closing
price per share of the New World  Access  Stock as reported by NASDAQ  equals or
exceeds  $65.00 for a total  number of  consecutive  Trading  Days  during  such
subsequent  calendar  quarter  equal to or exceeding the total number of Trading
Days  which  such  closing  price was  required  to equal or exceed for (i) such
subsequent  calendar  quarter and (ii) each of the  previous  calendar  quarters
beginning with the calendar quarter for which such shares of Contingent  Payment
Stock  were  not  eligible  for  release;  (b) if the  combined  EBITDA  for the
Surviving  Corporation and Cherry U.K. for the Second  Performance Period equals
or exceeds  $52,775,000,  then the Contingent Payment Stock related to the Third
Performance  Period shall be released on February  15, 2000;  and (c) all of the
shares of  Contingent  Payment  Stock shall be released upon a Change of Control
(except to the extent  that the  ability to earn such shares has been lost under
this Article 6) and the restrictions set forth in Section 6.4 shall not apply.

     Section 6.4 Transfer Restrictions. Notwithstanding anything to the contrary
contained  herein,  (a) no holder of  Disbursed  Stock may,  until the 365th day
following  the  Closing  Date,  without the prior  written  consent of New World
Access,  offer,  sell,  contract to sell or  otherwise  dispose of,  directly or
indirectly,  any  such  Disbursed  Stock  or any  security  convertible  into or
exchangeable or exercisable therefor,  either publicly or privately,  and (b) no
holder of  Contingent  Payment  Stock upon its  release  pursuant to Section 6.1
above may,  until the 180th day following the release date thereof,  without the
prior written  consent of New World  Access,  offer,  sell,  contract to sell or
otherwise  dispose of,  directly  or  indirectly,  any shares of the  Contingent
Payment Stock so released or any security  convertible  into or  exchangeable or
exercisable therefor, either publicly or privately.


                                   ARTICLE 7.
                        REPRESENTATIONS AND WARRANTIES OF
                  WORLD ACCESS, NEW WORLD ACCESS AND MERGER SUB

         In order to induce RCG to enter into this Agreement,  World Access, New
World Access and Merger Sub, jointly and severally, represent and warrant to RCG
that,  except as set forth in the World Access SEC  Documents or the  Disclosure
Schedule to be delivered by World Access to RCG within ten (10) Business Days of
the date hereof (the "World  Access  Disclosure  Schedule"),  which World Access
Disclosure Schedule shall identify exceptions by specific Section references:

     Section 7.1.  Organization,  Qualification,  and Corporate  Power.  Each of
World Access and its  Subsidiaries  is a  corporation  duly  organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation.  Each of World Access and its Subsidiaries is duly authorized and
qualified  to conduct  business and is in good  standing  under the laws of each
jurisdiction where such qualification is required, except where the lack of such
qualification  would not have a World Access Material  Adverse  Effect.  Each of
World Access and its  Subsidiaries  has full  corporate  power and  authority to
carry on the  businesses  in  which it is  engaged  and to own,  lease,  use and
operate the properties owned,  leased used and operated by it. The copies of the
Certificate of  Incorporation  and the Bylaws of World Access and the equivalent
organizational documents of each of its Subsidiaries, which have previously been
made  available to RCG, are true,  complete and correct copies of such documents
as in effect as of the date of this Agreement.

     Section 7.2. Capitalization.  The entire authorized common capital stock of
World  Access  consists of  40,000,000  shares of World Access  Stock,  of which
21,848,701  shares were  issued and  outstanding  as of May 8, 1998.  The entire
authorized  common  capital  stock of New World  Access  consists of  40,000,000
shares of New World Access Stock,  of which 1,000 were issued and outstanding as
of May 8, 1998.  No shares of World  Access  Stock or New World Access Stock are
held in treasury. All of the issued and outstanding shares of World Access Stock
have been duly authorized and are validly issued, fully paid, and nonassessable.
Except as disclosed in the World Access SEC Documents,  there are no outstanding
or  authorized  options,   warrants,   purchase  rights,   subscription  rights,
conversion rights, exchange rights, or other contracts or commitments that could
require  World Access or any of its  Subsidiaries  to issue,  sell, or otherwise
cause to become  outstanding any of its capital stock.  There are no outstanding
or authorized  stock  appreciation,  phantom  stock,  profit  participation,  or
similar rights with respect to World Access and its  Subsidiaries.  World Access
and its Subsidiaries  have no outstanding  bonds,  debentures,  notes or similar
obligations  the holders of which have the right to vote  generally with holders
of World Access Stock or New World Access Stock.

     Section 7.3.  Non-contravention.  Neither the execution and the delivery of
this Agreement,  nor the consummation of the transactions  contemplated  hereby,
will (a)  violate  any  constitution,  statute,  regulation,  rule,  injunction,
judgment, order, decree, ruling, charge, or other restriction of any government,
governmental  agency,  or court to which World Access or any of its Subsidiaries
is subject or any  provision  of the charter or bylaws of any of World Access or
any of its  Subsidiaries;  or (b) except with  respect to those  agreements  for
which Consent shall be obtained  prior to Closing,  conflict  with,  result in a
breach of, constitute a default under,  result in the acceleration of, create in
any party the right to accelerate,  terminate, modify, or cancel, or require any
notice under any  agreement,  contract,  lease,  license,  instrument,  or other
arrangement  to which World Access or any of its  Subsidiaries  is a party or by
which it is bound or to which any of its  assets is  subject  (or  result in the
imposition of any Security  Interest  upon any of its assets),  except where the
violation, conflict, breach, default, acceleration,  termination,  modification,
cancellation,  failure to give  notice,  or Security  Interest  would not have a
World Access Material Adverse Effect.  Except for Consents  required under or in
relation  to the  (a)  HSR  Act,  (b) the  Communications  Act  and  any  rates,
regulations,  practices  and policies of the FCC, (b) state  securities or "blue
sky" laws,  (d) the  Securities  Act,  (e) the  Exchange  Act, (f) the IBCA with
respect to the filing of the Articles of Merger,  (g) laws, rules,  regulations,
practices and orders of any PUC, foreign telecommunications  regulatory agencies
or similar state or foreign  regulatory  bodies,  (h) rules and  regulations  of
NASDAQ, and (i) such Consents and filings the failure of which to make or obtain
would not have a World Access Material Adverse Effect,  neither World Access nor
any of its Subsidiaries is required to give any notice to, make any filing with,
or obtain any Consent of any  Regulatory  Authority  in order for the Parties to
consummate  the  transactions  contemplated  by this  Agreement.  All  consents,
approvals,  orders,  authorizations,  registrations,  declarations  and  filings
required  under or in relation to any of the  foregoing  clauses (a) through (h)
are hereinafter referred to collectively as the "Required Consents."

     Section 7.4. Brokers' Fees. None of World Access or any of its Subsidiaries
has any liability or  obligation,  contingent  or otherwise,  to pay any fees or
commissions or similar payments to any broker,  finder, or agent with respect to
the transactions contemplated by this Agreement, except to The Robinson-Humphrey
Company,  Inc.,  whose  fees  and  expenses  will  be paid by  World  Access  in
accordance with its agreement with such firm based upon  arrangements made by or
on behalf of World Access and previously disclosed to RCG.

     Section  7.5.  World  Access SEC  Documents.  Each of World  Access and its
Subsidiaries  has  timely  filed  with the SEC all  forms,  reports,  schedules,
statements,  exhibits  and  other  documents  required  to be  filed by it since
December  31, 1995 with the SEC (such  documents,  as  supplemented  and amended
since the time of filing,  collectively,  the "World Access SEC Documents"). The
World Access SEC  Documents,  including  any  financial  statements or schedules
included therein, at the time filed (and, in the case of registration statements
and proxy  statements,  on the dates of effectiveness  and the dates of mailing,
respectively)  (a) did not contain any untrue  statement  of a material  fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading,  and (b) complied in all material  respects with
the applicable  requirements  of the Exchange Act and the Securities Act, as the
case may be. The consolidated financial statements (including the related notes)
of World Access included in the World Access SEC Documents  comply as to form in
all material respects with applicable accounting  requirements and the published
rules  and  regulations  of the SEC  with  respect  thereto,  were  prepared  in
accordance with GAAP (except, in the case of unaudited statements,  as permitted
by Form 10-Q of the SEC)  applied  on a  consistent  basis  during  the  periods
involved  (except as may be indicated in the notes thereto),  and fairly present
(subject in the case of unaudited  statements to the absence of footnotes and to
normal,  recurring  and year-end  audit  adjustments  which will not be material
individually or in the aggregate) the consolidated  financial  position of World
Access as of the dates thereof and the  consolidated  results of its  operations
and cash flows for the periods then ended.

     Section 7.6. Events Subsequent to World Access Most Recent Fiscal Year End.
Since the World Access Most Recent Fiscal Year End, there has not been any World
Access  Material  Adverse  Effect.   Without  limiting  the  generality  of  the
foregoing, since that date:

                  (a) none of World Access or any of its  Subsidiaries has sold,
leased,  transferred,  or assigned any material assets,  tangible or intangible,
outside the Ordinary Course of Business;

                  (b)  none  of  World  Access  or any of its  Subsidiaries  has
entered into any material  agreement,  contract,  lease,  or license outside the
Ordinary Course of Business;

                  (c)  no  party   (including   World   Access  or  any  of  its
Subsidiaries) has accelerated,  terminated,  made material  modifications to, or
canceled any material  agreement,  contract,  lease,  or license to which any of
World  Access or any of its  Subsidiaries  is a party or by which any of them is
bound;

                  (d)  none  of  World  Access  or any of its  Subsidiaries  has
imposed any Security Interest upon any of its assets, tangible or intangible;

                  (e) none of World Access or any of its  Subsidiaries  has made
any material capital expenditures outside the Ordinary Course of Business;

                  (f) none of World Access or any of its  Subsidiaries  has made
any material  capital  investment  in, or any material loan to, any other Person
outside the Ordinary Course of Business;

                  (g)  World  Access  and its  Subsidiaries  have  not  created,
incurred, assumed, or guaranteed more than $10,000,000 in aggregate indebtedness
(other than  internal debt between  World Access  and/or its  Subsidiaries)  for
borrowed money and capitalized lease obligations;

                  (h) other than is normal and  customary  with respect to their
respective  businesses,  none of World  Access  or any of its  Subsidiaries  has
granted any license or sublicense  of any material  rights under or with respect
to any Intellectual Property;

                  (i) there has been no change made or authorized in the charter
or bylaws of World Access or any of its Subsidiaries;

                  (j)  none  of  World  Access  or any of its  Subsidiaries  has
issued,  sold, or otherwise disposed of any of its capital stock, or granted any
options,  warrants,  or other  rights  to  purchase  or obtain  (including  upon
conversion, exchange or exercise) any of its capital stock;

                  (k)  none  of  World  Access  or any of its  Subsidiaries  has
declared,  set aside, or paid any dividend or made any distribution with respect
to its capital  stock  (whether in cash or in kind) or redeemed,  purchased,  or
otherwise acquired any of its capital stock;

                  (l)  none  of  World  Access  or any of its  Subsidiaries  has
experienced any material damage, destruction, or loss (whether or not covered by
insurance) to its property;

                  (m) none of World Access or any of its  Subsidiaries  has made
any loan to, or entered into any other  transaction  with, any of its directors,
officers, and employees outside the Ordinary Course of Business;

                  (n)  none  of  World  Access  or any of its  Subsidiaries  has
entered into any employment contract or collective bargaining agreement, written
or oral, or modified the terms of any existing such contract or agreement;

                  (o)  none  of  World  Access  or any of its  Subsidiaries  has
granted any increase in the base compensation of any of its directors,  officers
or employees outside the Ordinary Course of Business;

                  (p)  none  of  World  Access  or any of its  Subsidiaries  has
adopted, amended, modified, or terminated any bonus, profit-sharing,  incentive,
severance,  or other plan, contract, or commitment for the benefit of any of its
directors, officers, and employees (or taken any such action with respect to any
other Employee Benefit Plan);

                  (q) none of World Access or any of its  Subsidiaries  has made
any other material change in employment terms for any of its directors, officers
or employees outside the Ordinary Course of Business; and

                  (r)  none  of  World  Access  or any of its  Subsidiaries  has
committed to any of the foregoing.

     Section 7.7.  Undisclosed  Liabilities.  None of World Access or any of its
Subsidiaries has any material liability (whether asserted or unasserted, whether
absolute or  contingent,  whether  accrued or  unaccrued,  and whether due or to
become due,  including any liability for taxes),  except for (a) liabilities set
forth in the World Access Most Recent  Balance Sheet and (b)  liabilities  which
have arisen since the date of the World Access Most Recent  Balance Sheet in the
Ordinary Course of Business.

     Section 7.8.  Opinion of Financial  Advisor.  World Access has received the
opinion  of  The  Robinson-Humphrey  Company,  Inc.,  dated  the  date  of  this
Agreement,  that,  as of  such  date,  the  consideration  to  be  paid  to  the
shareholders  and creditors of RCG hereunder is fair,  from a financial point of
view, to World Access.

     Section 7.9.  Litigation.  Neither World Access nor any of its Subsidiaries
(a) is subject to any outstanding injunction,  judgment,  order, decree, ruling,
or charge or (b) is a party or, to the Knowledge of World Access,  is threatened
to be made a party to any action,  suit,  proceeding,  hearing, or investigation
of, in, or before any court or quasi-judicial  or  administrative  agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator, and, to
the Knowledge of World Access, no reasonable basis therefor exists.

     Section 7.10. Exemption from Registration. The New World Access Stock to be
issued pursuant to this Agreement is being issued without registration under the
Securities  Act in  reliance  on the  exemption  therefrom  afforded  by Section
1145(a) of the Bankruptcy Code and, subject to the certain transfer restrictions
contained  herein,  each holder of the New World Access Stock issued pursuant to
this Agreement,  other than any holder who shall be deemed (a) an  "underwriter"
within the meaning of Section 1145(b) of the Bankruptcy Code or (b) an Affiliate
of New World  Access,  may resell  such  stock  without  registration  under the
Securities Act.


                                   ARTICLE 8.
                      REPRESENTATIONS AND WARRANTIES OF RCG

         In order to induce  World  Access to enter  into  this  Agreement,  RCG
represents and warrants to World Access and New World Access that, except as set
forth in the  Disclosure  Schedule to be delivered by RCG to World Access within
ten (10) Business Days of the date hereof (the "RCG Disclosure Schedule"), which
shall identify exceptions by specific Section references:

     Section 8.1. Organization,  Qualification, and Corporate Power. Each of RCG
and its Subsidiaries is a corporation duly organized,  validly existing,  and in
good standing under the laws of the jurisdiction of its  incorporation.  Each of
RCG and its  Subsidiaries is duly  authorized and qualified to conduct  business
and is in  good  standing  under  the  laws  of  each  jurisdiction  where  such
qualification is required, except where the lack of such qualification would not
have an RCG Material  Adverse Effect.  Each of RCG and its Subsidiaries has full
corporate  power and authority to carry on the businesses in which it is engaged
and to own,  lease,  use, and operate the properties  owned,  leased,  used, and
operated by it. The copies of the  articles of  incorporation  and the bylaws of
RCG and the  equivalent  organizational  documents of each of its  Subsidiaries,
which have  previously been made available to World Access,  are true,  complete
and  correct  copies  of such  documents  as in  effect  as of the  date of this
Agreement.

     Section 8.2. Capitalization.  The entire authorized common capital stock of
RCG consists of 10,000  shares of RCG Stock,  of which 1,249 shares of RCG Stock
are issued and outstanding.  No shares of RCG Stock are held in treasury. All of
the issued and outstanding shares of RCG Stock have been duly authorized and are
validly  issued,  fully paid,  and  nonassessable.  There are no  outstanding or
authorized options, warrants,  purchase rights,  subscription rights, conversion
rights,  exchange  rights,  or other contracts or commitments that could require
RCG or any of its  Subsidiaries  to issue,  sell,  or otherwise  cause to become
outstanding  any of its capital  stock.  There are no  outstanding or authorized
stock appreciation,  phantom stock, profit participation, or similar rights with
respect  to  RCG  and  its  Subsidiaries.  RCG  and  its  Subsidiaries  have  no
outstanding bonds, debentures, notes or other similar obligations the holders of
which have the right to vote generally with holders of RCG Stock.

     Section 8.3. Non-contravention. Subject to Applicable Bankruptcy Law and to
the entry of the Order by the  Bankruptcy  Court,  neither the execution and the
delivery  of  this  Agreement,   nor  the   consummation  of  the   transactions
contemplated  hereby,  will (a) violate any constitution,  statute,  regulation,
rule, injunction,  judgment, order, decree, ruling, charge, or other restriction
of any government,  governmental agency, or court to which any of RCG is subject
or any provision of the charter or bylaws of RCG or any of its Subsidiaries;  or
(b) except with respect to those  agreements for which Consent shall be obtained
prior to Closing,  conflict  with,  result in a breach of,  constitute a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
RCG or any of its  Subsidiaries  is a party  or by which it is bound or to which
any of its  assets is  subject  (or  result in the  imposition  of any  Security
Interest upon any of its assets), except where the violation,  conflict, breach,
default, acceleration, termination, modification,  cancellation, failure to give
notice,  or Security  Interest  would not have an RCG Material  Adverse  Effect.
Except as  required by  Applicable  Bankruptcy  Law and except for the  Required
Consents  and such  Consents  and filings the failure of which to make or obtain
would  have  an  RCG  Material  Adverse  Effect,  neither  RCG  nor  any  of its
Subsidiaries  is required to give any notice to, make any filing with, or obtain
any Consent of any  Regulatory  Authority in order for the Parties to consummate
the transactions contemplated by this Agreement.

     Section 8.4. Brokers' Fees. RCG has no liability or obligation,  contingent
or otherwise,  to pay any fees or commissions or similar payments to any broker,
finder,  or  agent  with  respect  to  the  transactions  contemplated  by  this
Agreement.

     Section 8.5. Title to Assets. Each of RCG and its Subsidiaries has good and
marketable  title  to  all of its  material  properties  and  assets,  real  and
personal, tangible and intangible, used by it, located on its premises, or shown
on the RCG Most Recent  Balance Sheet or acquired  after the date thereof,  free
and clear of all Security  Interests,  except for properties and assets disposed
of in the  Ordinary  Course of  Business  since the date of the RCG Most  Recent
Balance  Sheet.  All  leases  pursuant  to which RCG or any of its  Subsidiaries
leases from other Persons material  amounts of real or personal  property are in
good standing,  valid and effective in accordance with their  respective  terms,
and  there is not,  to the  Knowledge  of RCG,  under  any of such  leases,  any
existing  material  default or event of default (or event which,  with notice or
lapse of time, or both, would  constitute a material  default) except where lack
of such good  standing,  validity  and  effectiveness  or the  existence of such
default or event of default  would not  reasonably  be  expected  to have an RCG
Material Adverse Effect.

     Section 8.6. Subsidiaries.  The RCG Disclosure Schedule sets forth for each
Subsidiary of RCG (a) its name and jurisdiction of incorporation, (b) the number
of shares of authorized  capital stock of each class of its capital  stock,  (c)
the number of issued and outstanding  shares of each class of its capital stock,
the names of the  holders  thereof,  and the number of shares  held by each such
holder, and (d) the number of shares of its capital stock held in treasury.  All
of the issued and outstanding  shares of capital stock of each Subsidiary of RCG
have been duly authorized and are validly issued,  fully paid, and nonassessable
and were issued in accordance with applicable federal and state securities laws.
RCG holds of record and owns beneficially all of the outstanding  shares of each
Subsidiary of RCG, free and clear of any  restrictions  on transfer  (other than
restrictions  under  the  Securities  Act and  state  securities  laws),  taxes,
Security Interests, options, warrants, purchase rights, contracts,  commitments,
equities,  claims, and demands.  There are no outstanding or authorized options,
warrants,  purchase rights,  subscription  rights,  conversion rights,  exchange
rights,  or other  contracts  or  commitments  that could  require  RCG to sell,
transfer,  or otherwise  dispose of any capital stock of any of its Subsidiaries
or that could require any such Subsidiary to issue,  sell, or otherwise cause to
become  outstanding any of its own capital stock. There are no outstanding stock
appreciation,  phantom  stock,  profit  participation,  or similar  rights  with
respect to any Subsidiary of RCG. There are no voting trusts,  proxies, or other
agreements or understandings  with respect to the voting of any capital stock of
any  Subsidiary of RCG. None of RCG and its  Subsidiaries  controls  directly or
indirectly,  or  has  any  direct  or  indirect  equity  participation  in,  any
corporation,  partnership,  trust, or other business  association which is not a
Subsidiary of RCG.

     Section 8.7. Financial Statements. The RCG Disclosure Schedule includes the
following  financial  statements  of  RCG  (collectively,   the  "RCG  Financial
Statements"):  (a) audited consolidated balance sheets and statements of income,
changes in  stockholders'  equity,  and cash flows as of and for the fiscal year
ended December 31, 1996; (b) audited  consolidated balance sheets and statements
of income,  changes in  stockholders'  equity,  and cash flows as of and for the
fiscal year ended December 31, 1997 (the "RCG Most Recent Fiscal Year End"); and
(c)  unaudited  consolidated  balance  sheets and  statements of income and cash
flows  (the  "RCG Most  Recent  Financial  Statements")  as of and for the three
months and year to date period ended March 31, 1998 (the "RCG Most Recent Fiscal
Month End").  The RCG Financial  Statements  (including  the notes thereto) have
been prepared in accordance with GAAP applied on a consistent  basis  throughout
the  periods  covered  thereby  and present  fairly the  consolidated  financial
condition of RCG as of such dates and the consolidated  results of operations of
RCG for such  periods;  provided,  however,  that the RCG Most Recent  Financial
Statements  are  subject  to normal  recurring  adjustments  (which  will not be
material  individually  or in  the  aggregate)  and  lack  footnotes  and  other
presentation  items.  Without limiting the generality of the foregoing,  the RCG
Most Recent Financial  Statements  accurately reflect anticipated material costs
to  complete  all  contracts  or  services  pursuant  to which RCG or any of its
Subsidiaries has agreed to furnish products and services in accordance with GAAP
applied on a basis consistent with the RCG Financial Statements for the RCG Most
Recent Fiscal Year End.

     Section 8.8.  Events  Subsequent to RCG Most Recent Fiscal Year End.  Since
the RCG Most Recent Fiscal Year End, there has not been any RCG Material Adverse
Effect. Without limiting the generality of the foregoing, since that date:

                  (a) none of RCG or any of its Subsidiaries  has sold,  leased,
transferred,  or assigned any material assets,  tangible or intangible,  outside
the Ordinary Course of Business;

                  (b) none of RCG or any of its  Subsidiaries  has entered  into
any material agreement,  contract, lease, or license outside the Ordinary Course
of Business;

                  (c) no party  (including RCG or any of its  Subsidiaries)  has
accelerated,  terminated,  made  material  modifications  to,  or  canceled  any
material  agreement,  contract,  lease,  or  license  to which RCG or any of its
Subsidiaries is a party or by which any of them is bound;

                  (d) none of RCG or any of its  Subsidiaries  has  imposed  any
Security Interest upon any of its material assets, tangible or intangible;

                  (e)  none  of RCG or any of  its  Subsidiaries  has  made  any
material capital expenditures outside the Ordinary Course of Business;

                  (f)  none  of RCG or any of  its  Subsidiaries  has  made  any
material  capital  investment  in, or any  material  loan to,  any other  Person
outside the Ordinary Course of Business;

                  (g)  none  of RCG or any  of  its  Subsidiaries  has  created,
incurred, assumed, or guaranteed more than $50,000 in aggregate indebtedness for
borrowed  money (other than amounts  outstanding  under the DIP  Financing)  and
capitalized lease obligations;

                  (h) other than is normal and  customary  with respect to their
respective  businesses,  none of RCG or any of its  Subsidiaries has granted any
license  or  sublicense  of any  material  rights  under or with  respect to any
Intellectual Property;

                  (i) there has been no change made or authorized in the charter
or bylaws of RCG or any of its Subsidiaries;

                  (j) none of RCG or any of its Subsidiaries  has issued,  sold,
or  otherwise  disposed of any of its  capital  stock,  or granted any  options,
warrants,  or other  rights to purchase or obtain  (including  upon  conversion,
exchange or exercise) any of its capital stock;

                  (k) none of RCG or any of its Subsidiaries  has declared,  set
aside, or paid any dividend or made any distribution with respect to its capital
stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired
any of its capital stock;

                  (l) none of RCG or any of its Subsidiaries has experienced any
material damage,  destruction,  or loss (whether or not covered by insurance) to
its property;

                  (m) none of RCG or any of its  Subsidiaries  has made any loan
to, or entered into any other transaction with, any of its directors,  officers,
and employees outside the Ordinary Course of Business;

                  (n) none of RCG or any of its  Subsidiaries  has entered  into
any material employment contract or collective bargaining agreement,  written or
oral, or modified the terms of any existing  such contract or agreement  outside
the Ordinary Course of Business;

                  (o) none of RCG or any of its  Subsidiaries  has  granted  any
increase in the base compensation of any of its directors, officers or employees
outside the Ordinary Course of Business;

                  (p)  none  of RCG or any  of  its  Subsidiaries  has  adopted,
amended,   modified,  or  terminated  any  bonus,   profit-sharing,   incentive,
severance,  or other plan, contract, or commitment for the benefit of any of its
directors, officers, and employees (or taken any such action with respect to any
other Employee Benefit Plan);

                  (q) none of RCG or any of its  Subsidiaries has made any other
material  change in employment  terms for any of its  directors,  officers,  and
employees outside the Ordinary Course of Business; and

                  (r) none of RCG or any of its  Subsidiaries  has  committed to
any of the foregoing.

     Section  8.9.  Undisclosed   Liabilities.   None  of  RCG  or  any  of  its
Subsidiaries has any material liability (whether asserted or unasserted, whether
absolute or  contingent,  whether  accrued or  unaccrued,  and whether due or to
become due,  including any liability for taxes),  except for (a) liabilities set
forth in the RCG Most Recent Balance Sheet,  (b)  liabilities  which have arisen
since  the date of RCG Most  Recent  Balance  Sheet in the  Ordinary  Course  of
Business,  and (c)  liabilities  disclosed  or  provided  for in the Plan to the
extent and in the amounts so disclosed or provided for.

     Section  8.10.  Legal  Compliance.  Each of RCG and  its  Subsidiaries  has
complied  with  all  applicable  laws  (including  rules,  regulations,   codes,
ordinances, plans, injunctions, judgments, orders, decrees, rulings, and charges
thereunder) of federal,  state, local, and foreign governments (and all agencies
thereof),  and no action,  suit,  proceeding,  hearing,  investigation,  charge,
complaint,  claim,  demand,  or notice  has been filed or  commenced  or, to the
Knowledge  of RCG,  threatened  against it  alleging  any  failure so to comply,
except  where the  failure  to comply  would  not have an RCG  Material  Adverse
Effect.

     Section  8.11.  Tax  Matters.  Except with respect to any such matters that
would not, in the aggregate,  have an RCG Material  Adverse Effect,  (a) each of
RCG and its Subsidiaries has duly filed all federal and state income Tax Returns
and all other  material Tax Returns  (including  those filed on a  consolidated,
combined  or  unitary  basis)  required  to have been filed by RCG or any of its
Subsidiaries  prior to the date hereof and will file, on or before the Effective
Time,  all such returns which are required to be filed after the date hereof and
on or before the Effective  Time,  (b) all of the foregoing  returns and reports
are  true  and  correct  in all  material  respects,  and  each  of RCG  and its
Subsidiaries  has  paid or,  prior to the  Effective  Time,  will pay all  Taxes
required to be paid in respect of the periods covered by such returns or reports
to any federal, state, foreign, local or other taxing authority, (c) each of RCG
and its  Subsidiaries  has paid or made adequate  provision in the RCG Financial
Statements for all Taxes payable in respect of all periods ending on or prior to
December 31,  1997,  (d) neither RCG nor any of its  Subsidiaries  will have any
material liability for any Taxes in excess of the amounts so paid or reserves so
established  or is delinquent in the payment of any material Tax,  assessment or
governmental charge, and none of them has requested any extension of time within
which to file any  returns in  respect  of any fiscal  year which have not since
been filed, (e) no deficiencies for any tax,  assessment or governmental  charge
have been proposed, asserted or assessed in writing (tentatively or definitely),
in each case, by any taxing  authority,  against RCG or any of its  Subsidiaries
for which there are not adequate  reserves in the RCG Most Recent Balance Sheet,
(f) as of the date of this  Agreement,  there are no  extensions  or  waivers or
pending  requests for extensions or waivers of the time to assess or collect any
such Tax, (g) the federal  income Tax Returns of RCG have not been audited,  (h)
neither  RCG nor any of its  Subsidiaries  is nor  has  been a party  to any tax
sharing  agreement with any  corporation  which is not currently a member of the
affiliated group of which RCG is currently a member,  (i) there are no liens for
Taxes on any  assets of RCG or any of its  Subsidiaries  (other  than  statutory
liens  for taxes not yet due or liens  for  which  adequate  reserves  have been
established  in  the  RCG  Financial  Statements,   (j)  each  of  RCG  and  its
Subsidiaries  has withheld and paid (and until the Effective  Time will withhold
and pay) all  income,  social  security,  unemployment,  and all other  material
payroll Taxes required to be withheld  (including  pursuant to Sections 1441 and
1442 of the Code or  similar  provisions  under  foreign  law) and paid by it in
connection   with  amounts  paid  to  any  employee,   independent   contractor,
stockholder,  creditor  or  other  third  party,  and (k) RCG has not  filed  an
election  under  Section  341(f)  of the  Code  to be  treated  as a  consenting
corporation.

     Section 8.12. Real Property

                  8.12.1.  Neither RCG nor any of its Subsidiaries owns any real
property.

                  8.12.2.  To the knowledge of RCG, the RCG Disclosure  Schedule
lists and describes  briefly all real property leased or subleased to RCG or its
Subsidiaries.  RCG shall deliver to World Access concurrent with the delivery of
the RCG  Disclosure  Schedule  correct  and  complete  copies of the  leases and
subleases  listed on the RCG  Disclosure  Schedule  (as  amended to date).  With
respect  to each  material  lease  and  sublease  listed  on the RCG  Disclosure
Schedule:
                            (a) the lease or  sublease is legal, valid, binding,
enforceable,  and in full force and effect in all material respects;

                            (b) no party to the lease or sublease is in material
breach or default, and no event
has occurred which,  with notice or lapse of time,  would  constitute a material
breach  or  default  or  permit  termination,   modification,   or  acceleration
thereunder;

                            (c) no party to the lease or sublease has repudiated
any material provision thereof;

                            (d) there are no material disputes, oral agreements,
or forbearance programs in
effect as to the lease or sublease;

                            (e)  neither  RCG  nor any of its  Subsidiaries  has
assigned, transferred, conveyed, mortgaged, deeded  in  trust, or encumbered any
interest in the leasehold or subleasehold; and

                            (f) all  facilities  leased or subleased  thereunder
have received all approvals of
governmental  authorities  (including material licenses and permits) required in
connection with the operation thereof,  and have been operated and maintained in
accordance  with  applicable  laws,  rules,  and  regulations  in  all  material
respects.

          Section 8.13. Intellectual Property

                  8.13.1.  Each of RCG and its Subsidiaries owns, or is licensed
or otherwise  possesses legally  enforceable  rights to use, all patents,  trade
secrets,   trademarks,   trade  names,  service  marks,   copyrights,   and  any
applications  therefor,  technology,  know-how,  computer  software  programs or
applications,  and tangible or intangible  proprietary  information  or material
that are used in its  business  as  currently  conducted,  except  as would  not
reasonably be expected to have an RCG Material Adverse Effect.

                  8.13.2.  Except as would not reasonably be expected to have an
RCG Material  Adverse Effect (a) neither RCG nor any of its  Subsidiaries  is or
will be, as a result of the  execution  and  delivery of this  Agreement  or the
performance  of its  obligations  hereunder,  in  violation  of any  Third-Party
Intellectual  Property  Rights;  (b) no  claims  with  respect  to the  patents,
registered and material  unregistered  trademarks and service marks,  registered
copyrights, trade names and any applications therefor owned by RCG or any of its
Subsidiaries (the "RCG Intellectual Property Rights"), any trade secret material
to RCG, or Third Party Intellectual Property Rights to the extent arising out of
any use,  reproduction or distribution of such Third Party Intellectual Property
Rights by or through RCG or any of its  Subsidiaries,  are currently pending or,
to the Knowledge of RCG, are overtly  threatened by any Person; and (c) RCG does
not know of any valid ground for any bona fide claims (i) to the effect that the
manufacture, sale, licensing or use of any product as now used, sold or licensed
or proposed for use, sale or license by RCG or any of its Subsidiaries infringes
on any copyright,  patent, trademark, service mark or trade secret, (ii) against
the use by RCG or any of its Subsidiaries of any trademarks,  trade names, trade
secrets, copyrights, patents, technology, know-how or computer software programs
and  applications  used in the  business  of RCG or any of its  Subsidiaries  as
currently  conducted  or as  proposed to be  conducted,  (iii)  challenging  the
ownership,  validity or effectiveness of the RCG Intellectual Property Rights or
other trade secret  material to RCG, or (iv)  challenging the license or legally
enforceable right to use of the Third Party Intellectual Rights by RCG or any of
its Subsidiaries.

                  8.13.3.  To  the  Knowledge  of  RCG,  all  material  patents,
registered  trademarks,  service  marks  and  copyrights  held  by RCG  and  its
Subsidiaries  are valid and  subsisting.  To the  knowledge of RCG,  there is no
material   unauthorized  use,   infringement  or  misappropriation  of  the  RCG
Intellectual  Property  by any third  party,  including  any  employee or former
employee of RCG or any of its subsidiaries.

          Section 8.14.  Tangible Assets. The buildings,  machinery,  equipment,
     and other tangible assets that RCG and its  Subsidiaries  own and lease are
     free from material  defects  (patent and latent),  have been  maintained in
     accordance  with  normal  industry  practice,  and  are in  good  operating
     condition and repair (subject to normal wear and tear).

          Section 8.15. Inventory.  Neither RCG nor any of its Subsidiaries owns
     any inventory.

          Section  8.16.  Contracts.  The  RCG  Disclosure  Schedule  lists  the
     following  contracts  and  other  agreements  to  which  RCG  or any of its
     Subsidiaries is a party:

                  (a) any  agreement  (or group of related  agreements)  for the
lease of personal property to or from any Person providing for lease payments in
excess of $25,000 per annum;

                  (b) any  agreement  (or group of related  agreements)  for the
purchase or sale of raw materials,  commodities,  supplies,  products,  or other
personal property, or for the furnishing or receipt of services, the performance
of  which  will  extend  over  a  period  of  more  than  one  year  or  involve
consideration in excess of $25,000;

                  (c) any agreement concerning a partnership or joint venture;

                  (d) any agreement (or group of related agreements) under which
it has created,  incurred,  assumed, or guaranteed any indebtedness for borrowed
money, or any capitalized lease obligation, in excess of $100,000 or under which
it has imposed a Security Interest on any of its assets, tangible or intangible;

                  (e) any   material  agreement  concerning  confidentiality  or
noncompetition;

                  (f) any material agreement with  any  Affiliates of RCG or any
of its Subsidiaries;

                  (g) any profit sharing,  stock option,  stock purchase,  stock
appreciation,  deferred  compensation,  severance,  or  other  material  plan or
arrangement for the benefit of its current or former  directors,  officers,  and
employees;

                  (h) any  agreement for the  employment of any  individual on a
full-time,  part-time,  consulting, or other basis providing annual compensation
in excess of $150,000 or providing material severance benefits;

                  (i) any  agreement  under which it has  advanced or loaned any
amount to any of its  directors,  officers,  and employees  outside the Ordinary
Course of Business;

                  (j) any agreement under which the consequences of a default or
termination  could have an RCG Material  Adverse  Effect not  identified  on any
other Schedule hereto; and

                  (k) any other  agreement (or group of related  agreements) the
performance of which involves consideration in excess of $25,000.

         RCG shall deliver to World Access  concurrent  with the delivery of the
RCG Disclosure  Schedule or make  available for World Access's  review a correct
and  complete  copy of  each  written  agreement  listed  in the RCG  Disclosure
Schedule  (as  amended  to date),  which  shall be deemed  to be  Schedules  for
purposes  of Section  15.12  hereof,  and a written  summary  setting  forth the
material  terms and  conditions  of each oral  agreement  referred to in the RCG
Disclosure Schedule.  Except as set forth on the RCG Disclosure Schedule, to the
Knowledge of RCG,  with  respect to each such  agreement:  (a) the  agreement is
legal, valid, binding, enforceable, and in full force and effect in all material
respects;  (b) no party is in  material  breach  or  default,  and no event  has
occurred which with notice or lapse of time would  constitute a material  breach
or default,  or permit  termination,  modification,  or acceleration,  under the
agreement;  and (c) no  party  has  repudiated  any  material  provision  of the
agreement.

      Section 8.17.  Notes  and  Accounts   Receivable.   All notes and accounts
receivable of each of RCG and its  Subsidiaries  are  reflected  properly on its
books and records, are valid receivables,  are current and collectible, and will
be collected in accordance with their terms at their recorded  amounts,  subject
only to the  reserve  for bad debts set forth on the face of the RCG Most Recent
Balance Sheet (rather than in any notes  thereto) as adjusted for operations and
transactions through the Closing Date in the Ordinary Course of Business of RCG.

     Section 8.18.  Insurance.  Each of RCG and its Subsidiaries has been and is
insured  with  respect to its  properties  and  conduct of its  business in such
amounts and against such risks as are reasonable in relation to its business and
will maintain such insurance at least through the Effective Time.

     Section  8.19.  Litigation.   Except  for  the  Chapter  11  Case  and  the
proceedings  brought to enforce or determine the Allowed Claims and the Disputed
Claims and other than orders of the Bankruptcy Court, neither RCG nor any of its
Subsidiaries  (a) is subject to any  outstanding  injunction,  judgment,  order,
decree,  ruling,  or charge or (b) is a party or, to the  Knowledge  of RCG,  is
threatened  to be made a party to any  action,  suit,  proceeding,  hearing,  or
investigation  of, in, or before any court or  quasi-judicial  or administrative
agency of any  federal,  state,  local,  or foreign  jurisdiction  or before any
arbitrator, and to the Knowledge of RCG, no reasonable basis therefor exists.

     Section  8.20.  Employees.  To the  Knowledge  of RCG,  no  executive,  key
employee,  or significant group of employees plans to terminate  employment with
RCG or its Subsidiaries  during the next six months.  Neither RCG nor any of its
Subsidiaries is a party to or bound by any collective bargaining agreement,  nor
has it  experienced  any strike or  material  grievance,  claim of unfair  labor
practices, or other collective bargaining dispute within the past three years.

     Section 8.21. Employee Benefits

                  8.21.1. The RCG Disclosure  Schedule lists all RCG Plans. With
respect to each RCG Plan, RCG has made available to World Access a true, correct
and  complete  copy of: (a) each writing  constituting  a part of such RCG Plan,
including all plan documents, benefit schedules, trust agreements, and insurance
contracts  and other funding  vehicles;  (b) the most recent Annual Report (Form
5500 Series) and  accompanying  schedule,  if any; (c) the current  summary plan
description,  if any; (d) the most recent annual financial  report,  if any; and
(e) the most recent  determination  letter from the Internal Revenue Service, if
any.

                  8.21.2.  The Internal  Revenue  Service has issued a favorable
determination  letter or opinion  letter  with  respect to each RCG Plan that is
intended to be a "qualified  plan"  within the meaning of Section  401(a) of the
Code (a "Qualified  RCG Plan") and there are no existing  circumstances  nor any
events that have occurred that could  adversely  affect the qualified  status of
any Qualified RCG Plan or the related trust.

                  8.21.3. All contributions  required to be made to any RCG Plan
by applicable Law or by any plan document or other contractual undertaking,  and
all premiums due or payable with respect to insurance  policies  funding any RCG
Plan,  for any period  through  the date hereof have been timely made or paid in
full and through the Closing Date will be timely made or paid in full or, to the
extent  not  required  to be made or paid on or  before  the date  hereof or the
Closing Date,  as  applicable,  have been or will be fully  reflected in the RCG
Financial Statements.

                  8.21.4. Each of RCG and its Subsidiaries has complied,  and is
now in compliance,  in all material respects,  with all provisions of ERISA, the
Code and all laws and regulations applicable to the RCG Plans. There is not now,
and there are no existing  circumstances that standing alone could give rise to,
any  requirement  for the posting of security with respect to an RCG Plan or the
imposition of any lien on the assets of RCG under ERISA or the Code.

                  8.21.5.  No RCG Plan is subject to Title IV or Section  302 of
ERISA or Section 412 or 4971 of the Code. No RCG Plan is Multi-employer  Plan or
a Multiple Employer Plan, nor has RCG, nor any of its ERISA  Affiliates,  at any
time within five years before the date hereof,  contributed to or been obligated
to contribute to any Multi-employer Plan or Multiple Employer Plan.

                  8.21.6.  There does not now exist,  and there are no  existing
circumstances that could result in, any Controlled Group Liability that would be
a liability of RCG or any of its Subsidiaries  following the Closing, other than
normal  funding  responsibilities.   Without  limiting  the  generality  of  the
foregoing,  neither  RCG nor any of its ERISA  Affiliates,  has  engaged  in any
transaction described in Section 4069 or Section 4204 of ERISA.

                  8.21.7. Except for health continuation coverage as required by
Section 4980B of the Code or Part 6 of Title I of ERISA,  neither RCG nor any of
it  Subsidiaries  has any liability for life,  health,  medical or other welfare
benefits to former employees or beneficiaries or dependents thereof.

                  8.21.8.  Neither the execution and delivery of this  Agreement
nor the  consummation of the  transactions  contemplated  hereby will result in,
cause the  accelerated  vesting or delivery  of, or increase the amount or value
of, any payment or benefit to any  employee  or  director or former  employee or
former  director  of RCG or any of its  Subsidiaries,  pursuant  to a "change in
control" or "change of control" or otherwise. Without limiting the generality of
the foregoing,  no amount paid or payable by RCG or any of its  Subsidiaries  in
connection with the transactions  contemplated  hereby either solely as a result
thereof or as a result of such transactions in conjunction with any other events
will be an "excess parachute  payment" within the meaning of Section 280G of the
Code.

                  8.21.9.  There are no  pending  or, to the  Knowledge  of RCG,
threatened  claims  (other than claims for  benefits  in the  ordinary  course),
lawsuits or arbitrations  which have been asserted or instituted against the RCG
Plans, any fiduciaries  thereof with respect to their duties to the RCG Plans or
the  assets  of any of the  trusts  under  any of  the  RCG  Plans  which  could
reasonably  be expected to result in any material  liability of RCG to the PBGC,
the Department of Treasury, the Department of Labor or any Multi-employer Plan.

     Section 8.22.  Guaranties.  Other than claims against RCG in the Bankruptcy
Case,  neither RCG nor any of its  Subsidiaries  is a guarantor  or otherwise is
responsible  for any liability or  obligation  (including  indebtedness)  of any
other Person.

     Section 8.23. Environment, Health, and Safety

                  8.23.1.  Each of RCG and its  Subsidiaries:  (a) has  complied
with the Environmental, Health, and Safety Laws in all material respects, and no
action, suit, proceeding,  hearing,  investigation,  charge,  complaint,  claim,
demand,  or notice has been filed or commenced  against any of them alleging any
such  failure to comply;  (b) has  obtained  and has at all times been and is in
substantial  compliance  with all of the terms and  conditions  of all  permits,
licenses,  and  other  authorizations,  certifications  and  training  which are
required  under any of the  Environmental,  Health,  and  Safety  Laws;  (c) has
complied in all  material  respects  with all other  limitations,  restrictions,
conditions, standards, prohibitions,  requirements,  obligations, schedules, and
timetables which are contained in the  Environmental,  Health,  and Safety Laws;
and (d) will provide World Access  within ten Business Days hereof,  with copies
within its possession or control of all environmental  assessments,  complaints,
claims,  consent  orders or  agreements,  notices  of  violations,  governmental
inquiries and permits issued or arising under or subject or relating or pursuant
to any  Environmental,  Health and Safety Laws for any property owned, now or in
the past or to be acquired prior to Closing,  by RCG or any of its Subsidiaries,
and such copies  shall be deemed to be Schedules  for purposes of Section  15.12
hereof.

                  8.23.2.  Neither  RCG  nor  any of its  Subsidiaries  has  any
material liability,  and neither RCG nor any of its Subsidiaries or any of their
respective  predecessors has handled or disposed of any substance,  arranged for
the disposal of any substance,  exposed any employee or other  individual to any
substance  or  condition,  or owned or operated  any property or facility in any
manner that could give rise to any  material  liability,  for  contamination  or
damage to any site, location, or body of water (surface or subsurface),  for any
illness of or personal  injury to any employee or other  individual,  or for any
reason under any Environmental, Health, and Safety Law.

     Section 8.24.  Proxy Statement.  None of the information  supplied or to be
supplied  by or on behalf of RCG or any of its  Subsidiaries  for  inclusion  or
incorporation  by reference in the Proxy  Statement  will, at the date mailed to
the  stockholders  of New  World  Access,  and at the  time  of the  meeting  of
stockholders  of New World  Access  to be held in  connection  with the  Merger,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.


                                   ARTICLE 9.
                                    COVENANTS

     Section 9.1.  Conduct of Business of RCG and its  Subsidiaries.  During the
period  from  the  date of this  Agreement  to the  Effective  Time,  except  as
expressly  contemplated  by any other  provision of this  Agreement or except as
authorized by Bankruptcy Court order, each of RCG and its Subsidiaries shall (a)
conduct its  business in the Ordinary  Course or as permitted by the  Bankruptcy
Court;  (b) use its best efforts to maintain  and  preserve  intact its business
organization,  employees,  goodwill  with  customers and  advantageous  business
relationships and retain the services of its officers and key employees; and (c)
except as required by law,  regulation or Bankruptcy Court order, take no action
which  would  adversely  affect or delay the  ability of any Party to obtain any
Consent from any  Regulatory  Authorities  or other  approvals  required for the
consummation of the transactions contemplated hereby or to perform its covenants
and agreements under this Agreement. By way of amplification and not limitation,
except as expressly  contemplated  by any other  provision of this  Agreement or
except as  authorized  by  Bankruptcy  Court  order,  neither RCG nor any of its
Subsidiaries  shall,  between the date of this Agreement and the Effective Time,
directly or  indirectly,  do, or agree to do, any of the  following  without the
prior written  consent of World Access,  which consent shall not be unreasonably
withheld or delayed:

                            (a)  amend or otherwise change its charter or bylaws
or  equivalent  organizational documents;

                            (b)  issue,   sell,   pledge,   dispose  of,  grant,
transfer, lease, license, guarantee or
encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer,
lease,  license or  encumbrance of (i) any shares of capital stock of RCG or any
of its Subsidiaries of any class, or securities convertible into or exchangeable
or exercisable for any shares of such capital stock, or any options, warrants or
other  rights of any kind to acquire any shares of such  capital  stock,  or any
other ownership  interest of RCG or any of its Subsidiaries,  or (ii) other than
in  the  Ordinary  Course,  any  property  or  assets  of  RCG  or  any  of  its
Subsidiaries;

                            (c) (i)  except for  amounts  of DIP  Financing  not
in excess of $25,000,000, incur any indebtedness for borrowed money or issue any
debt   securities  or  assume,   guarantee  or  endorse,   or  otherwise  as  an
accommodation become responsible for, the obligations of any Person for borrowed
money or make any loans or  advances,  (ii) other than in the  Ordinary  Course,
terminate,  cancel or request any  material  change in, or agree to any material
change in, any contract or agreement  listed in the RCG  Disclosure  Schedule or
enter into any  contract  or  agreement  material  to its  business,  results of
operations  or  financial  condition,   (iii)  make  or  authorize  any  capital
expenditure,  other than capital  expenditures  in the Ordinary Course that have
been budgeted for calendar year 1998 and disclosed to World Access that are not,
in the  aggregate,  in excess of  $2,500,000,  or (iv)  enter  into or amend any
contract,  agreement,  commitment or arrangement that, if fully performed, would
not be permitted under this Section 9.1;

                            (d)     declare, set aside, make or pay any dividend
or other  distribution,  payable in cash,  stock,  property or  otherwise,  with
respect to any of its capital stock;

                            (e)     reclassify,  combine,  split,  subdivide  or
redeem,  purchase  or  otherwise acquire, directly  or  indirectly,  any  of its
capital stock;

                            (f)     amend   the  terms  of,  repurchase,  redeem
or  otherwise  acquire   any  of  its  securities  or  propose  to do any of the
foregoing;

                            (g)     pay,  discharge,  settle  or   satisfy   any
claims,  liabilities or obligations (absolute,  accrued, asserted or unasserted,
contingent or otherwise),  other than pursuant to Bankruptcy  Court order or the
payment,  discharge  or  satisfaction  in the  Ordinary  Course of  Business  of
liabilities  reflected or reserved  against on the RCG most recent Balance Sheet
and only to the extent of such reserves;

                            (h) take  any  action  with  respect  to  accounting
policies or  procedures,  other than actions in the ordinary  course of business
consistent with past practice or as required by GAAP;

                            (i)     make  any   tax   election   or   settle  or
compromise  any  material  federal,  state or local  United  States  income  tax
liability,  or any income tax  liability of any other  jurisdiction,  other than
those made in the Ordinary Course of Business  consistent with past practice and
those for which  specific  reserves  have been  recorded  on the RCG Most Recent
Balance Sheet and only to the extent of such reserves;

                            (j)     enter into or amend any contract, agreement,
commitment or arrangement  with, or enter into any transaction with, or make any
payment  to or on  account  or behalf  of,  any  Affiliate  of RCG or any of its
Subsidiaries; or

                            (k)     authorize  or  enter  into  any   formal  or
informal  agreement or otherwise  make any commitment to do any of the foregoing
or to take any action which would make any of the  representations or warranties
of RCG  contained  in this  Agreement  untrue or  incorrect  or prevent RCG from
performing or cause RCG not to perform its covenants  hereunder or result in any
of the conditions to the Merger set forth herein not being satisfied.

     Section  9.2.  Conduct  of World  Access and its  Subsidiaries.  During the
period from the date of this  Agreement to the  Effective  Time,  except for any
actions  taken by  World  Access  or New  World  Access  relating  to any  other
acquisitions  or business  combinations  with a  non-Affiliate  or as  expressly
contemplated by any other provision of this Agreement,  each of World Access and
its Subsidiaries  shall (a) conduct its business in the Ordinary Course, (b) use
its best  efforts to maintain and  preserve  intact its  business  organization,
employees,  goodwill with customers and advantageous business  relationships and
retain  the  services  of its  officers  and key  employees,  and (c)  except as
required by law or regulation,  take no action which would  adversely  affect or
delay the  ability  of any  Party to  obtain  any  Consent  from any  Regulatory
Authorities or other approvals required for the consummation of the transactions
contemplated  hereby or to  perform  its  covenants  and  agreements  under this
Agreement.  By way of amplification  and not limitation,  except for any actions
taken  by  World  Access   relating  to  any  other   acquisitions  or  business
combinations  with a  non-Affiliate  or as expressly  contemplated  by any other
provision of this  Agreement,  neither World Access nor any of its  Subsidiaries
shall,  between the date of this Agreement and the Effective  Time,  directly or
indirectly,  do, or agree to do, any of the following  without the prior written
consent of RCG, which consent shall not be unreasonably withheld or delayed:

                            (a)     amend or  otherwise  change  its  charter or
bylaws or  equivalent  organizational documents;

                            (b)     declare, set aside, make or pay any dividend
or other  distribution,  payable in cash,  stock,  property or  otherwise,  with
respect to any of its  capital  stock,  except that (i) any  Subsidiary  may pay
dividends or make other  distributions  to World Access or any other  Subsidiary
and (ii) World  Access or New World  Access  may adopt a rights  plan or "poison
pill";

                            (c)     reclassify,  combine,  split,  subdivide  or
redeem,  purchase  or  otherwise  acquire,  directly or  indirectly,  any of its
capital stock;

                            (d)     sell,   transfer,   license,  sublicense  or
otherwise   dispose  of  any  material  assets  having  a  value  in  excess  of
$10,000,000; or

                            (e)     authorize   or  enter  into   any  formal or
informal  agreement or otherwise  make any commitment to do any of the foregoing
or to take any action which would make any of the  representations or warranties
of World Access contained in this Agreement untrue or incorrect or prevent World
Access  from  performing  or cause  World  Access not to perform  its  covenants
hereunder or result in any of the  conditions to the Merger set forth herein not
being satisfied.

     Section 9.3.  Access to Books and Records.  Each of the Parties  will,  and
World Access and RCG will cause each of their respective Subsidiaries to, permit
representatives of the other Parties to have reasonable access at all reasonable
times,  and  in a  manner  so as not  to  interfere  with  the  normal  business
operations, to all premises,  properties,  personnel,  books, records (including
tax records),  contracts,  and documents of or pertaining to each of the Parties
and their Subsidiaries in accordance with reasonable  procedures required by the
Parties that are designed to minimize the impact on each Party's business.  Each
of the  Parties  will  treat and hold as such any  Confidential  Information  it
receives  from any of the  Parties and their  Subsidiaries  in the course of the
reviews  contemplated  by this  Section,  will  not use any of the  Confidential
Information except in connection with this Agreement,  and, if this Agreement is
terminated for any reason whatsoever,  agrees to return all tangible embodiments
(and all copies thereof),  to whichever of the Parties that originally disclosed
such embodiments, which are in its possession.

     Section  9.4.  Approval  of  Stockholders  of New  World  Access.  Promptly
following the  consummation  of the Holding  Company  Reorganization,  New World
Access will take all steps necessary under applicable law and its certificate of
incorporation  and bylaws to call, give notice of, convene and hold a meeting of
its  stockholders for the purpose of approving this Agreement and the Merger and
for such  other  purposes  consistent  with  the  complete  performance  of this
Agreement as may be necessary or desirable. Unless the Board of Directors of New
World Access determines in good faith, based upon advice of its outside counsel,
that such recommendation would violate its fiduciary duties to its stockholders,
the Board of Directors of New World  Access will  recommend to its  stockholders
the approval of this  Agreement,  the Merger and the  transactions  contemplated
hereby and will use its best  efforts to obtain the  necessary  approvals by its
stockholders of this  Agreement,  the Merger and the  transactions  contemplated
hereby.

     Section 9.5. Perparation of Proxy Statement. In connection with the meeting
of its stockholders to be held pursuant to Section 9.4 hereof,  New World Access
shall promptly prepare a proxy statement for submission to its stockholders (the
"Proxy  Statement").  RCG  shall  promptly  furnish  New World  Access  with all
information  concerning its business and financial statements and affairs which,
in the reasonable  judgment of New World Access or its counsel,  may be required
or  appropriate  for inclusion in the Proxy  Statement and shall take such other
action as they may reasonably  request in connection  with the Proxy  Statement.
New World Access shall  provide,  and is responsible  for, all such  information
related to New World  Access  and  Merger  Sub,  and RCG shall  provide,  and is
responsible for, all such  information  related to RCG. Once the Proxy Statement
has been authorized for mailing either by notice from the SEC or by the lapse of
time for  review and  comment  by the SEC,  New World  Access  shall  thereafter
promptly mail to its  stockholders  the Proxy  Statement in definitive  form (as
amended or supplemented).  Each of New World Access and RCG shall also take such
other  reasonable  actions as may be required  to be taken under any  applicable
state  securities  laws in  connection  with the issuance of shares of New World
Access Stock and the transactions contemplated by this Agreement.

     Section 9.6.  Affiliates.  Prior to the Closing Date,  RCG shall deliver to
New World  Access a letter  identifying  all  Persons  who are, at the time this
Agreement is submitted  for approval to the  stockholders  of New World  Access,
"affiliates" of RCG for purposes of Rule 145 under the Securities Act. RCG shall
use its best  efforts  to cause  each such  "affiliate"  to deliver to New World
Access on or prior to the Closing Date a written agreement  substantially in the
form attached as Exhibit "A."


                                   ARTICLE 10.
                              ADDITIONAL AGREEMENTS

     Section  10.1.  Best  Efforts;  Cooperation.   Subject  to  the  terms  and
conditions  herein provided,  each of the Parties agrees to use its best efforts
promptly  to take,  or cause to be taken,  all actions and to do, or cause to be
done,  all things  necessary,  proper or  advisable  under  applicable  laws and
regulations,  or  otherwise,   including  attempting  to  obtain  all  necessary
Consents,  to  consummate  and  make  effective,  as  soon as  practicable,  the
transactions  contemplated  by this  Agreement.  Nothing in this Section 10.1 or
elsewhere in this Agreement shall be construed to require RCG, its  shareholders
or agents to act in any manner  inconsistent  with Applicable  Bankruptcy Law or
any of their respective duties thereunder.

     Section 10.2. Regulatory Matters

                  10.2.1.   Following   the   execution  and  delivery  of  this
Agreement,  World  Access  and RCG  shall  cause to be  prepared  and  filed all
required  applications  and filings with the  Regulatory  Authorities  which are
necessary or  contemplated  for the obtaining of the Consents of the  Regulatory
Authorities and the consummation of the Merger,  including any Consents required
to be  obtained  under the HSR Act or the  Communications  Act or from any state
public service  commission  ("PUC").  Such  applications and filings shall be in
such form as may be prescribed by the respective  government  agencies and shall
contain such information as they may require.  The Parties hereto will cooperate
with each other and use reasonable  efforts to prepare and execute all necessary
documentation, to effect all necessary or contemplated filings and to obtain all
necessary  or  contemplated  Consents of the  Regulatory  Authorities  and third
parties  which are necessary or  contemplated  to  consummate  the  transactions
contemplated by this Agreement,  including the stockholders of New World Access.
Each of the Parties shall have the right to review and approve in advance, which
approval shall not be  unreasonably  withheld,  any filing made with, or written
material  submitted  to,  any  Regulatory   Authority  in  connection  with  the
transactions contemplated by this Agreement.

                  10.2.2.  Each Party will  furnish the other  Parties  with all
information  concerning  itself,  its  Subsidiaries,   directors,  officers  and
stockholders,  as  applicable,  and such other  matters as may be  necessary  or
advisable in connection  with any statement or application  made by or on behalf
of any such Party to any governmental  body in connection with the transactions,
applications  or filings  contemplated  by this  Agreement.  Upon  request,  the
Parties  hereto  will  promptly  furnish  each  other  with  copies  of  written
communications  received  by them or  their  respective  Subsidiaries  from,  or
delivered by any of the  foregoing to, any  governmental  body in respect of the
transactions contemplated hereby.

     Section  10.3.  Indemnification  Regarding the Proxy  Statement.  New World
Access, with respect to RCG, and RCG, with respect to New World Access, agree to
indemnify,  defend and hold harmless the other,  their respective  Subsidiaries,
and each of their respective present and former officers,  directors,  employees
and  agents,  from  and  against  all  losses,  expenses,   claims,  damages  or
liabilities  to which  any of them may  become  subject  under  applicable  laws
(including  the Exchange  Act),  and will  reimburse each of them for any legal,
accounting  or  other   expenses   reasonably   incurred  in   connection   with
investigating  or  defending  any such  actions,  whether  or not  resulting  in
liability,  insofar as such losses,  expenses,  claims,  damages or  liabilities
arise out of or are based upon any untrue  statement or alleged untrue statement
of material fact provided by the  indemnifying  Party and contained in the Proxy
Statement or arise out of or are based upon the omission or alleged  omission by
the  indemnifying  Party to state therein a material fact  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

     Section 10.4. Notice of Developments.  Each of the Parties will give prompt
written notice to other Parties of any material adverse  development that causes
or is  likely  to cause a  material  breach  of any of its  representations  and
warranties contained in this Agreement. Such disclosure by any Party pursuant to
this Section shall be deemed to amend or supplement any disclosure  contained in
the Schedules attached hereto to prevent or cure any  misrepresentation,  breach
of warranty, or breach of covenant.

     Section  10.5.  Notices and  Consents.  Each of the  Parties  will give any
notices  (and will cause each of the Parties  within  their  control to give any
notices) to third parties,  and will use their reasonable efforts to obtain (and
will cause each of the  Parties  within  their  control to use their  reasonable
efforts to obtain) any  third-party  consents that may be required to consummate
the transactions contemplated hereby.

     Section 10.6. Indemnity

                  10.6.1. New World Access shall cause the Surviving Corporation
to keep in  effect  provisions  of its  articles  of  incorporation  and  bylaws
providing   for   exculpation   of  director  and  officer   liability  and  its
indemnification  of each  Person who is now an officer or director of RCG to the
fullest extent  permitted under the IBCA which  provisions  shall not be amended
except as required by applicable law or except to make changes  permitted by law
that would enlarge such Persons'  right of  indemnification.  The  provisions of
this Section  shall  survive the  consummation  of the Merger and  expressly are
intended to benefit each Person who is now an officer or director of RCG.

     Section 10.7. Offers of Employment.  At the Closing, New World Access shall
execute  and  deliver to each of Steven A. Odom,  John D.  Phillips,  Hensley E.
West,  Mark A.  Gergel and W. Tod Chmar an  executive  employment  agreement  in
substantially the form attached hereto as Exhibit "B".

     Section 10.8. Exclusive Dealing

                  10.8.1.  RCG shall not,  nor shall it  authorize or permit any
officer,  director  of  employee  of,  or  any  attorney  or  other  advisor  or
representative of, RCG to, (i) solicit or initiate,  or encourage the submission
of,  any  Acquisition  Proposal  or  (ii)  participate  in  any  discussions  or
negotiations  regarding,  or furnish to any Person any information  with respect
to, or take any other action to  facilitate  any  inquiries or the making of any
proposal  that  constitutes,  or may  reasonably  be  expected  to lead to,  any
Acquisition Proposal.

                  10.8.2. The Board of Directors of RCG shall not (i) approve or
recommend, or propose to approve or recommend,  any Acquisition Proposal or (ii)
enter  into any type of  agreement  or  letter  of intent  with  respect  to any
Acquisition Proposal.

                  10.8.3. If an Acquisition  Proposal shall have been made prior
to the termination of this Agreement and RCG at any time thereafter  consummates
a transaction  contemplated by or resulting from such Acquisition Proposal, then
RCG shall pay, or cause to be paid,  in same day funds,  to World  Access,  upon
demand,  all of the costs and expenses  incurred by World  Access in  connection
with this  Agreement,  including  fees and expenses of its  financial  advisors,
accountants  and  counsel  (the  "Expenses"),  plus the sum of  $5,000,000  (the
"Termination  Fee").  The  Parties  acknowledge  that  damages in the event of a
breach of this Section 10.8 will be difficult to ascertain and that the Expenses
and the  Termination  Fee are  intended to be full  liquidated  damages and such
damages represent the Parties' best estimate of such damages. RCG will recommend
that  the  Bankruptcy  Court  approve  the  payment  of  the  Expenses  and  the
Termination Fee. The parties expressly acknowledge that the foregoing liquidated
damages  are  intended  not as a penalty but as full  liquidated  damages in the
event of a breach of this  Section  10.8,  and  World  Access  acknowledges  the
Expenses and the Termination Fee are its sole and exclusive  remedy for a breach
of this Section 10.8.

                  10.8.4.  In  addition to the  obligations  of RCG set forth in
Sections  10.8.1,  10.8.2 and 10.8.3 above, RCG shall  immediately  advise World
Access  orally  and  in  writing  of  any  request  for  information  or of  any
Acquisition  Proposal, or any inquiry with respect to or which could lead to any
Acquisition  Proposal,  the  material  terms  and  conditions  of such  request,
Acquisition  Proposal or  inquiry,  and the  identity  of the Person  making any
Acquisition  Proposal or inquiry.  RCG shall keep World Access fully informed of
the status and details (including amendments or proposed amendments) of any such
request, Acquisition Proposal or inquiry.

                  10.8.5. Notwithstanding anything in Sections 10.8.1 and 10.8.2
to the contrary, nothing contained in this Section 10.8 shall prohibit the Board
of Directors of RCG from furnishing information to, or entering into discussions
or  negotiations  or an  agreement  with,  any  Person or entity who has made an
unsolicited  Acquisition Proposal if the Board of Directors of RCG determines in
its good  faith  judgment,  based  upon a  written  opinion  of its  independent
counsel, that such action is required for it to comply with its fiduciary duties
to RCG shareholders  under applicable law or to otherwise comply with Applicable
Bankruptcy Law or any order of the Bankruptcy Court.

     Section 10.9.  Bankruptcy Court Approval.  Subject to Applicable Bankruptcy
Law, RCG shall use its best efforts to obtain  Bankruptcy  Court approval of the
Plan.  Notwithstanding  the  foregoing,  neither  RCG nor any of its  directors,
officers,  attorneys or agents  shall have any  liability to World Access or New
World  Access if the Plan is not  confirmed  other than as  provided  in Section
10.8.3 above.


                                   ARTICLE 11.
                          MUTUAL CONDITIONS TO CLOSING

         The obligations of the Parties to consummate the transactions  provided
for herein shall be subject to the  satisfaction  of the  following  conditions,
unless any of the following are waived by the Parties:

     Section 11.1.  Stockholder Approval. The Merger shall have been approved by
the requisite vote of the stockholders of New World Access.

     Section  11.2.  Regulatory   Approvals.   All  necessary  Consents  of  the
Regulatory Authorities (including the FCC and the PUCs) shall have been obtained
and all notice and waiting periods required by law (including any waiting period
applicable  to the  Merger  under  the HSR Act) to pass  after  receipt  of such
Consents shall have been terminated or shall have expired, and all conditions to
consummation of the Merger set forth in such Consents shall have been satisfied.
New World Access  shall have  received  all permits or other  authorizations  or
confirmations   as  to  the   availability  of  exemptions   from   registration
requirements  under all federal and state securities laws as may be necessary to
issue shares of New World Access Stock pursuant to this Agreement.

     Section 11.3. Litigation.  There shall be no actual or threatened causes of
action,  investigations  or proceedings (a) challenging the validity or legality
of this Agreement or the consummation of the  transactions  contemplated by this
Agreement; (b) seeking damages in connection with the transactions  contemplated
by this  Agreement;  or (c) seeking to restrain or invalidate  the  transactions
contemplated  by this  Agreement,  which, in the case of (a) through (c), and in
the  reasonable  judgment  of New World  Access and RCG,  based  upon  advice of
counsel,  would have a material  adverse effect with respect to the interests of
New World Access and RCG, as the case may be.

     Section 11.4.  Proxy  Statement.  The Proxy Statement shall have been filed
with the SEC for review and comment and shall have been  authorized for mailing,
either by notice from the SEC or the lapse of time for review and comment by the
SEC.

     Section 11.5. Consummation of Holding Company  Reorganization.  The Holding
Company Reorganization shall have been consummated.

     Section  11.6.  Resignations.  New World  Access  shall have  received  the
resignations,  effective as of the Closing, of each director and officer of RCG,
other than those whom shall have been agreed upon by the Parties as specified in
writing at least 30 days prior to the Closing.

     Section 11.7. Material  Condition.  There shall not be any action taken, or
any statute,  rule,  regulation or order  enacted,  entered,  enforced or deemed
applicable to the Merger by any Regulatory  Authority  which, in connection with
the grant of any Consent by any Regulatory  Authority,  imposes, in the judgment
of the Parties any material adverse  requirement upon the Parties, or any one of
them,  provided  that  no such  term  or  condition  imposed  by any  Regulatory
Authority  in  connection  with  the  grant  of any  Consent  by any  Regulatory
Authority  shall be  deemed  to be a  material  adverse  requirement  unless  it
materially  differs from terms and  conditions  customarily  imposed by any such
entity  in  connection  with  the  acquisition  of  corporations  under  similar
circumstances.

     Section  11.8.  Consents.   All  Consents  of  third  parties  required  in
connection with the transactions  contemplated  hereby shall have been obtained,
except where the failure to obtain such Consents,  in the  aggregate,  would not
reasonably be expected to result in a World Access Material Adverse Effect or an
RCG  Material  Adverse  Effect,  provided  that a Party  which  has not used all
reasonable  efforts  to obtain a Consent  may not  assert  this  condition  with
respect to such Consent.

     Section 11.9.  Bankruptcy  Court approval.  The Bankruptcy Court shall have
entered the Order, and the Order shall have become a Final Order.

     Section  11.10 NASDAQ  Listing.  The shares of New World Access Stock to be
issued  hereunder  shall have been approved upon official notice of issuance for
quotation on NASDAQ or listing on a national  securities exchange agreed upon by
the Parties in writing prior to the Closing.

     Section 11.11. U.K.  Acquisition  Transaction.  The U.K.  Acquisition shall
have been consummated.


                                   ARTICLE 12.
                CONDITIONS TO THE OBLIGATIONS OF NEW WORLD ACCESS

         The  obligations  of New World  Access to  consummate  the  Merger  are
subject to the fulfillment of each of the following conditions, unless waived by
World Access or New World Access:

     Section 12.1.  Representations  and  Warranties.  The  representations  and
warranties of RCG set forth in this Agreement and in any certificate or document
delivered  pursuant hereto shall be true and correct in all material respects as
of the  date of this  Agreement  and as of all  times  up to and  including  the
Effective  Time (as though  made on and as of the  Effective  Time except to the
extent such  representations and warranties are by their express provisions made
as of a  specified  date and except for  changes  therein  contemplated  by this
Agreement).

     Section 12.2.  Performance  of  Obligations.  RCG shall have  performed all
covenants,  obligations and agreements required to be performed by it under this
Agreement prior to the Effective Time.

     Section 12.3.  Certificate  Representing  Satisfaction  of Conditions.  RCG
shall have  delivered to New World Access a certificate  dated as of the Closing
Date as to the  satisfaction of the matters  described in Sections 12.1 and 12.2
hereof,   and  such  certificate  shall  be  deemed  to  constitute   additional
representations,  warranties,  covenants,  and  agreements  of  RCG  under  this
Agreement.

     Section 12.4.  Material  Adverse Change.  Since the date of this Agreement,
there shall not have been any RCG Material Adverse Effect.

     Section 12.5. Tax Opinion. New World Access shall have received an opinion,
dated  the  Closing  Date,  from  Rogers  & Hardin  LLP,  based  upon  customary
representations  and  warranties,  to the  effect  that no gain or loss  will be
recognized by New World Access, RCG or Merger Sub as a result of the Merger.

     Section  12.6.  Legal  Opinion.  New World  Access  shall have  received an
opinion, dated the Closing Date, from Katten Muchin & Zavis,  bankruptcy counsel
to RCG,  covering  such  matters  relating  to the  Chapter  11 Case as shall be
reasonably requested by New World Access.

     Section  12.7.  Carrier  Service  Agreement.  RCG shall have entered into a
Carrier Service Agreement with WNSI in substantially the form attached hereto as
Exhibit "C".

     Section 12.8.  Operating  Performance  of RCG. RCG's gross revenues for the
calendar  month  immediately  preceding  the Closing  Date shall be no less than
$25.0 million,  and its gross profit margin for such month shall be no less than
5.0%.

     Section  12.9.  Approval of Plan and Order.  Each of the Plan and the Order
(which shall have become a Final Order) shall be acceptable to New World Access.

     Section 12.10. Net Operating Losses. There shall have been no determination
by New World Access that facts, events or conditions arising or occurring, or of
which New World Access  becomes aware,  after the date of this  Agreement  could
reasonably be expected to materially limit the Surviving  Corporation's  ability
to utilize net operating  losses of RCG incurred  before the  Effective  Time to
offset,  for federal  income tax purposes,  at least  $125,000,000  of otherwise
taxable income of the Surviving Corporation after the Effective Time.

     Section 12.11.  Net Worth. At the Effective Time, RCG shall have a positive
tangible net worth.


                                   ARTICLE 13.
                        CONDITIONS TO OBLIGATIONS OF RCG

         The  obligations  of RCG to  consummate  the Merger are  subject to the
fulfillment of each of the following conditions, unless waived by RCG:

     Section 13.1.  Representations  and  Warranties.  The  representations  and
warranties  of  the  other  Parties  set  forth  in  this  Agreement  and in any
certificate or document  delivered  pursuant hereto shall be true and correct in
all material respects as of the date of this Agreement and as of all times up to
and including the Effective Time (as though made on and as of the Effective Time
except to the extent such  representations  and  warranties are by their express
provisions  made  as  of  a  specified  date  and  except  for  changes  therein
contemplated by this Agreement).

     Section 13.2.  Performance of Obligations.  Each of the other Parties shall
have  performed  all  covenants,  obligations  and  agreements  required  to  be
performed by it under this Agreement prior to the Effective Time.

     Section 13.3.  Certificate  Representing  Satisfaction  of Conditions.  All
other  Parties shall each have  delivered to RCG a  certificate  dated as of the
Closing Date as to the  satisfaction  of the matters  described in Sections 13.1
and 13.2 hereof, and such certificates shall be deemed to constitute  additional
representations,  warranties,  covenants,  and  agreements  of the other Parties
under this Agreement.

     Section 13.4. Material  Adverse  Change. Since the date of this  Agreement,
there shall not have been any World Access Material Adverse Effect.

     Section  13.5.  Approval of Plan and Order.  Each of the Plan and the Order
(which shall have become a Final Order) shall be reasonably acceptable to RCG.


                                   ARTICLE 14.
                                   TERMINATION

     Section 14.1. Termination of Agreement. This Agreement may be terminated at
any time prior to the Closing:

                  (a) by mutual written consent duly authorized by the Boards of
Directors of New World Access and RCG at any time prior to the  Effective  Time;
or

                  (b) by World  Access or New World  Access at any time prior to
the  Effective  Time,  if (i)  there  has  been a  breach  of a  representation,
warranty, covenant or agreement of RCG, and such breach has not been cured or is
incapable  of being  cured  within 15 days of notice  of such  breach;  (ii) the
Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 of the
Bankruptcy Code or a trustee for RCG shall be appointed by the Bankruptcy Court,
or (iii) either World  Access or New World  Access  determines  in its sole good
faith  judgment,  within thirty (30) days of the delivery of the RCG  Disclosure
Schedule,  that the  exceptions  set  forth  therein  are  materially  adversely
different  from the  representations  and warranties of RCG in Article 8 hereof,
provided  that  World  Access or New World  Access  shall  inform  RCG upon such
termination as to the reasons for its determination; or

                  (c) by RCG at any time  prior to the  Effective  Time,  if (i)
there has been a breach of a representation, warranty, covenant, or agreement of
World  Access or New World  Access,  and such  breach  has not been  cured or is
incapable of being cured  within 15 days of notice of such  breach;  or (ii) RCG
determines,  in its sole good faith  judgment,  within  thirty  (30) days of the
delivery of the World Access Disclosure Schedule,  that the exceptions set forth
therein  are  materially   adversely  different  from  the  representations  and
warranties of World Access, New World Access and Merger Sub in Article 7 hereof,
provided  that RCG shall  inform  World  Access and New World  Access  upon such
termination as to the reasons for its determination; or

                  (d) by New World Access or RCG if the Closing has not occurred
by November 1, 1998,  unless  extended by mutual written consent duly authorized
by the boards of directors of New World Access and RCG (provided  that the right
to terminate  this  Agreement  under this Section  shall not be available to any
Party whose  failure to perform any  material  covenant or  obligation  or whose
breach of a  representation  or warranty under this Agreement has been the cause
of or  resulted  in the failure of the Closing to occur on or before such date);
or

                  (e) by New World  Access or RCG if at the meeting of New World
Access  stockholders  held  for  such  purpose  (including  any  adjournment  or
postponement thereof) the requisite vote of the New World Access stockholders to
approve the Merger shall not have been obtained; or

                  (f) by New World Access or RCG if the Plan is not confirmed by
September 15, 1998 or such later date as the Parties may mutually  agree upon in
writing; or

                  (g) by New  World  Access  or  RCG  if  the  U.K.  Acquisition
Agreement is terminated pursuant to its terms.

     Section 14.2. Effect of Termination and Breach. In the event of termination
of this Agreement as provided in Section 14.1,  this Agreement  shall  forthwith
become void and have no effect,  without any liability or obligation on the part
of any  Party,  other  than  any  liability  or  obligation  arising  under  the
provisions of this Section 14.2 and Sections 10.8.3,  15.3 and 15.13;  provided,
however,  that in no event shall such termination relieve any Party of liability
for any breach by such Party of any of its  covenants and  agreements  set forth
herein; and further provided,  that no Party shall have any liability  hereunder
for any breach of a  representation  or  warranty  of such  Party  except to the
extent  that such  breach  shall  have been the  result  of  common  law  fraud,
intentional omission, deliberate concealment or gross negligence.

     Section  14.3.  Confidentiality  Upon  Termination.  In  the  event  of any
termination of this Agreement for any reason, including any breach by any of the
Parties,  each Party shall treat as confidential and shall not disclose,  or use
directly or indirectly for their benefit or any third party's  benefit or to the
detriment of any other Party in any manner  whatsoever,  or permit  others under
their control to disclose,  or to use, Confidential  Information  concerning the
other Parties obtained pursuant to or in connection with the Merger which is not
generally known to the trade or a matter of public knowledge, except as required
by a  court  of  competent  jurisdiction,  including,  without  limitation,  the
Bankruptcy Court.

     Section 14.4.  Specific  Performance.  The Parties  hereto agree that money
damages or other remedy at law would not be a sufficient or adequate  remedy for
any breach or violation of, or a default under,  this Agreement by them and that
in  addition  to all other  remedies  available  to them,  each of them shall be
entitled to the fullest  extent  permitted by law to an  injunction  restraining
such breach, violation or default or threatened breach, violation or default and
to any other equitable relief,  including specific performance,  without bond or
other security being required.


                                   ARTICLE 15.
                               GENERAL PROVISIONS

     Section 15.1.  Nonsurvival of Representations  and Warranties.  None of the
representations  and  warranties in this  Agreement  shall survive the Effective
Time,  except  for  Section  8.9  hereof to the  extent it applies to the period
commencing  on the  date of the  confirmation  of the  Plan  and  ending  at the
Effective Time which shall survive for a one year period following the Effective
Time.  Notwithstanding  anything  contained  herein to the  contrary,  New World
Access shall be entitled,  if it so elects,  to set-off any Losses incurred as a
result of the breach of the  representations and warranties set forth in Section
8.9  hereof  against  the  shares of  Contingent  Payment  Stock as its sole and
exclusive remedy for any such breach.  This Section shall not limit any covenant
or agreement of the Parties which by its terms  contemplates  performance  after
the Effective Time.

     Section 15.2. Press Releases and Public Announcements. No Party shall issue
any press release or make any public announcement relating to the subject matter
of this  Agreement  without  the  prior  written  approval  of all of the  other
Parties;  provided,  however,  that any Party may make any public  disclosure it
believes  in good  faith  is  required  by  applicable  law (in  which  case the
disclosing  Party will use its best  efforts to advise the other  Parties at the
earliest possible time prior to making such disclosure).

     Section 15.3. No Third-Party Beneficiaries. This Agreement shall not confer
any  rights  or  remedies  upon any  Person  other  than the  Parties  and their
respective  successors  and  permitted  assigns;  provided,  however,  that  the
provisions  in  Articles  3, 4 and 6 hereof  concerning  payment  of the  Merger
Consideration  contemplated by this Agreement and certain additional  agreements
are  intended  for the benefit of the  stockholders  of New World Access and the
creditors of RCG.

     Section 15.4.  Entire  Agreement.  This Agreement  (including the documents
referred  to herein)  constitutes  the entire  agreement  among the  Parties and
supersedes any prior understandings,  agreements, or representations by or among
the  Parties,  written  or oral,  to the extent  they  related in any way to the
subject matter hereof.

     Section 15.5.  Succession and  Assignment.  This Agreement shall be binding
upon and inure to the benefit of the Parties  named herein and their  respective
successors and permitted  assigns.  No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of all of the other Parties.

     Section 15.6.  Counterparts.  This Agreement may be executed in one or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     Section 15.7.  Notices.  Notices to be given to RCG  hereunder  shall be in
writing and delivered  personally to the designated officer of RCG,  transmitted
by  facsimile,  or deposited in the United  States  mail,  certified  and return
receipt requested,  postage prepaid,  and addressed as follows (or to such other
address as may be specified by RCG in writing):

                  Resurgens Communications Group
                  2210 Resurgens Plaza
                  945 East Paces Ferry Road
                  Atlanta, Georgia 30326
                  Attention:  Chief Executive Officer
                  Telephone:  (404) 261-6190
                  Facsimile:  (404) 233-2280

                  with a copy to (which will not constitute notice to RCG):

                  Long, Aldridge & Norman
                  Suite 5300
                  One Peachtree Center
                  303 Peachtree Street
                  Atlanta, Georgia  30308-3201
                  Attention:  Clay C. Long, Esq.
                  Telephone:  (404) 527-4050
                  Facsimile:  (404) 527-4198

                            and

                  Katten Muchin & Zavis
                  525 West Monroe Street
                  Suite 1600
                  Chicago, Illinois  60661-3693
                  Attention:  Mark K. Thomas, Esq.
                  Telephone:  (312) 902-5200
                  Facsimile:  (312) 902-1061

         Notices to be given to New World Access or Merger Sub  hereunder  shall
be in writing and delivered  personally to the  designated  officer of New World
Access,  transmitted  by  facsimile,  or  deposited  in the United  States mail,
certified  and return  receipt  requested,  postage  prepaid,  and  addressed as
follows (or to such other  address as may be  specified  by New World  Access in
writing):

                  WAXS Inc.
                  c/o World Access, Inc.
                  945 E. Paces Ferry Road
                  Suite 2240
                  Atlanta, Georgia  30326
                  Attention: Chief Executive Officer
                  Telephone:  (404) 231-2025
                  Facsimile:  (404) 365-9847

                  with a copy to (which will not constitute  notice to New World
Access or Merger Sub):

                  Rogers & Hardin LLP
                  2700 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia  30303
                  Attention: Steven E. Fox, Esq.
                  Telephone: (404) 420-4603
                  Facsimile: (404) 525-2224

         Notices delivered personally shall be effective upon delivery.  Notices
transmitted by facsimile  shall be effective when receipt is confirmed.  Notices
delivered by mail shall be  effective  upon the  acceptance  or rejection by the
Person to whom they are addressed.

     Section 15.8. Governing Law; Jurisdiction. This Agreement shall be governed
by and  construed in  accordance  with the domestic laws of the State of Georgia
without  giving  effect  to any  choice or  conflict  of law  provision  or rule
(whether of the State of Georgia or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Georgia. The
Parties  hereto  agree that (a) any  disputes or  disagreements  arising from or
related to this Agreement arising prior to the Effective Date shall be submitted
to and decided by the  Bankruptcy  Court,  which shall be the sole and exclusive
tribunal and forum for presentation and resolution of any such matters;  and (b)
any disputes or disagreements  arising from or related to this Agreement arising
on or after the Effective Date shall be submitted to and decided by any court of
competent  jurisdiction.  Notwithstanding  anything herein to the contrary,  the
terms, provisions and conditions hereof and the respective duties of the Parties
hereunder are subject to Applicable Bankruptcy Law.

     Section 15.9.  Amendments  and Waivers.  The Parties may mutually amend any
provision  of this  Agreement at any time prior to the  Effective  Time with the
prior authorization of their respective boards of directors;  provided, however,
that any amendment effected  subsequent to the approval of this Agreement by the
stockholders of New World Access will be subject to the  restrictions  contained
in the DGCL.  No amendment of any  provision  of this  Agreement  shall be valid
unless the same shall be in writing and signed by all of the Parties.  No waiver
by any  Party of any  default,  misrepresentation,  or  breach  of  warranty  or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or  subsequent  default,  misrepresentation,  or  breach  of  warranty  or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or subsequent such occurrence.

     Section 15.10.  Severablilty.  Any term or provision of this Agreement that
is invalid or  unenforceable  in any  situation  in any  jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term or provision in
any other situation or in any other jurisdiction.

     Section 15.11.  Construction.  The Parties have participated jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted  jointly by the  Parties,  and no  presumption  or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any federal, state, local,
or  foreign  statute  or law  shall be  deemed  also to refer to all  rules  and
regulations  promulgated  thereunder,  unless the  context  otherwise  requires.
"Herein",  "hereby",  "hereunder",  "hereof",  "hereinbefore,  "hereinafter" and
other  equivalent words refer to this Agreement as a whole and not solely to the
particular  Article or Section in which such word is used.  When a reference  is
made in this  Agreement to a Section or Exhibit,  such  reference  shall be to a
Section of, or an Exhibit to, this Agreement  unless  otherwise  indicated.  The
table of contents and headings  contained in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.  Whenever any of the words "include",  "includes" or "including"
is used in this  Agreement,  it shall be  deemed  to be  followed  by the  words
"without limitation".

     Section 15.12.  Incorporation  of Exhibits and Schedules.  The Exhibits and
Schedules  identified in this Agreement are incorporated herein by reference and
made a part hereof.

     Section 15.13.  Transaction Costs. Each of the Parties shall be responsible
for its own expenses in connection  with the  negotiation  of this Agreement and
the  consummation  of the  transactions  contemplated  hereby,  including  those
expenses  incurred in connection with the Proxy  Statement,  attorneys' fees and
disbursements, accounting fees and disbursements and investment banking fees and
disbursements.



<PAGE>


         IN  WITNESS  WHEREOF,  each of the  Parties  hereto has caused its duly
authorized  officer to execute and deliver  this  Agreement as of the date first
above written.

                                      WORLD ACCESS, INC.



                                      By:  /s/ Steven A. Odom
                                           -------------------------------------
                                      Name: Steven A. Odom
                                      Its:  Chairman and CEO


                                      WAXS INC.


                                      By:  /s/ Steven A. Odom
                                           -------------------------------------
                                      Name: Steven A. Odom
                                      Its:  Chairman and CEO


                                      WA MERGER CORP.


                                      By:  /s/ Steven A. Odom
                                           -------------------------------------
                                      Name: Steven A. Odom
                                      Its:  Chairman and CEO


                                      CHERRY  COMMUNICATIONS
                                      INCORPORATED  d/b/a RESURGENS
                                      COMMUNICATIONS GROUP



                                      By:  /s/ John D. Phillips
                                           -------------------------------------
                                      Name: John D. Phillips
                                      Its:  Chairman and CEO


<PAGE>
Exhibit 99.2




               SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION

                                  by and among

                               WORLD ACCESS, INC.,

                                   WAXS INC.,

                       CHERRY COMMUNICATIONS U.K. LIMITED

                                       and

                             RENAISSANCE PARTNERS II





                                  May 12, 1998





<PAGE>





                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1. DEFINITIONS.......................................................  2

         Section 1.1.      "ACT".............................................  2
         Section 1.2.      "Acquisition".....................................  2
         Section 1.3.      "Acquisition Proposal"............................  2
         Section 1.4.      "Adverse Consequence".............................  2
         Section 1.5.      "Affiliate".......................................  2
         Section 1.6.      "Agreement".......................................  3
         Section 1.7.      "Ancillary Documents".............................  3
         Section 1.8.      "Business"........................................  3
         Section 1.9.      "Business Day"....................................  3
         Section 1.10.     "Change of Control"...............................  3
         Section 1.11.     "Cherry U.K.".....................................  4
         Section 1.12.     "Cherry U.K. Group"...............................  4
         Section 1.13.     "Cherry U.K. Intellectual Property Rights"........  4
         Section 1.14.     "Cherry U.K. Financial Statements"................  4
         Section 1.15.     "Cherry U.K. Material Adverse Effect".............  4
         Section 1.16.     "Cherry U.K. Most Recent Balance Sheet"...........  4
         Section 1.17.     "Cherry U.K. Most Recent Financial Statements"....  4
         Section 1.18.     "Cherry U.K. Most Recent Fiscal Month End"........  4
         Section 1.19.     "Cherry U.K. Most Recent Fiscal Year End".........  4
         Section 1.20.     "Cherry U.K. Option"..............................  4
         Section 1.21.     "Cherry U.K. Optionholder"........................  5
         Section 1.22.     "Cherry U.K. Plans"...............................  5
         Section 1.23.     "Cherry U.K. Stock"...............................  5
         Section 1.24.     "Closing".........................................  5
         Section 1.25.     "Closing Date"....................................  5
         Section 1.26.     "Closing Shares"..................................  5
         Section 1.27.     "Code"............................................  5
         Section 1.28.     "Communications Act"..............................  5
         Section 1.29.     "Companies Act"...................................  5
         Section 1.30.     "Competent Authority".............................  5
         Section 1.31.     "Confidential Information"........................  5
         Section 1.32.     "Consent".........................................  6
         Section 1.33.     "Consideration"...................................  6
         Section 1.34.     "Contingent Escrowed Option Shares"...............  6
         Section 1.35.     "Controlled Group Liability"......................  6
         Section 1.36.     "DGCL"............................................  6
         Section 1.37.     "EBITDA"..........................................  6
         Section 1.38.     "Effective Time"..................................  6
         Section 1.39.     "Employee Benefit Plan"...........................  6
         Section 1.40.     "Employee Pension Benefit Plan"...................  6
         Section 1.42.     "Environment".....................................  7
         Section 1.43.     "Environmental, Health, and Safety Laws"..........  7
         Section 1.44.     "Environmental Laws"..............................  7
         Section 1.45.     "Environmental Matters"...........................  7
         Section 1.46.     "Environmental Permits"...........................  8
         Section 1.47.     "Equivalent Exchange Ratio".......................  8
         Section 1.48.     "ERISA"...........................................  8
         Section 1.49.     "ERISA Affiliate".................................  8
         Section 1.50.     "Escrow Agent"....................................  8
         Section 1.51.     "Escrow Agreement"................................  8
         Section 1.52.     "Escrowed Shares".................................  8
         Section 1.53.     "Escrowed Option Shares"..........................  8
         Section 1.54.     "Exchange Act"....................................  8
         Section 1.55.     "Expenses"........................................  8
         Section 1.56.     "FCC".............................................  8
         Section 1.57.     "Fiduciary".......................................  8
         Section 1.58.     "GAAP"............................................  8
         Section 1.59.     "HSR Act".........................................  9
         Section 1.60.     "Hazardous Substances"............................  9
         Section 1.61.     "Holding Company Reorganization"..................  9
         Section 1.62.     "Indemnified Party" and "Indemnified Parties".....  9
         Section 1.63.     "Intellectual Property"...........................  9
         Section 1.64.     "Knowledge".......................................  9
         Section 1.65.     "Losses"................. ........................ 10
         Section 1.66.     "Liens"........................................... 10
         Section 1.67.     "Multi-employer Plan"............................. 10
         Section 1.68.     "Multiple Employer Plan".......................... 10
         Section 1.69.     "NACT"............................................ 10
         Section 1.70.     "NASDAQ".......................................... 10
         Section 1.71.     "New World Access"................................ 10
         Section 1.72.     "New World Access Option"......................... 10
         Section 1.73.     "New World Access Stock".......................... 10
         Section 1.74.     "Option Escrow Agent"............................. 10
         Section 1.75.     "Option Escrow Agreement"......................... 10
         Section 1.76.     "Ordinary Course" or "Ordinary 
                              Course of Business"............................ 10
         Section 1.77.     "Parties"......................................... 10
         Section 1.78.     "Party"........................................... 10
         Section 1.79.     "Performance Period".............................. 10
         Section 1.80.     "Person".......................................... 11
         Section 1.81.     "Planning Acts"................................... 11
         Section 1.82.     "Properties"...................................... 11
         Section 1.83.     "Proxy Statement"................................. 11
         Section 1.84.     "PUC"............................................. 11
         Section 1.85.     "Qualified Cherry U.K. Plan"...................... 11
         Section 1.86.     "Relevant Accounting Standard".................... 11
         Section 1.87.     "Remedial Action"................................. 11
         Section 1.88.     "Regulatory Authority"............................ 12
         Section 1.89.     "Required Consents"............................... 12
         Section 1.90.     "SEC"............................................. 12
         Section 1.91.     "Securities Act".................................. 12
         Section 1.92.     "Security Interest"............................... 12
         Section 1.93.     "Shareholder"..................................... 12
         Section 1.94.     "Shareholder Disclosure Schedule"................. 12
         Section 1.95.     "Share Consideration"............................. 12
         Section 1.96.     "Shares".......................................... 12
         Section 1.97.     "Subsidiary"...................................... 12
         Section 1.98.     "TCGA"............................................ 12
         Section 1.99.     "Target EBITDA"................................... 12
         Section 1.100.    "Tax Returns"..................................... 13
         Section 1.101.    "Taxes"........................................... 13
         Section 1.102.    "Third-Party Intellectual Property Rights"........ 13
         Section 1.103.    "Trading Day"..................................... 13
         Section 1.104.    "U.K. GAAP"....................................... 13
         Section 1.105.    "U.S. Merger"..................................... 13
         Section 1.106.    "U.S. Merger Sub"................................. 13
         Section 1.107.    "VATA"............................................ 13
         Section 1.108.    "Waste"........................................... 14
         Section 1.109.    "World Access".................................... 14
         Section 1.110.    "World Access Disclosure Schedule"................ 14
         Section 1.111.    "World Access Financial Statements"............... 14
         Section 1.112.    "World Access Material Adverse Effect"............ 14
         Section 1.113.    "World Access Most Recent Balance Sheet".......... 14
         Section 1.114.    "World Access Most Recent Financial Statements"... 14
         Section 1.115.    "World Access Most Recent Fiscal Month End"....... 14
         Section 1.116.    "World Access Most Recent Fiscal Year End"........ 14
         Section 1.117.    "World Access SEC Documents"...................... 14
         Section 1.118.    "World Access Stock".............................. 14

ARTICLE 2.          EXCHANGE AND RECEIPT OF CHERRY U.K. STOCK...... ......... 15

         Section 2.1.      Exchange and Receipt of Shares.................... 15
         Section 2.2.      Consideration for................................. 15
         Section 2.3.      Cherry U.K. Options............................... 15
         Section 2.4.      Escrowed Shares................................... 16
         Section 2.5.      Escrowed Option Shares............................ 17
         Section 2.6.      Adjustments....................................... 17

ARTICLE 3.          EXCHANGE OF CERTIFICATES................................. 17

         Section 3.1.      Exchange of Certificates.......................... 17

ARTICLE 4.          RELEASE OF ESCROWED SHARES............................... 17

         Section 4.1.      Release Criteria.................................. 17
         Section 4.2.      Subsequent Performance............................ 18
         Section 4.3.      Accelerated Release............................... 18
         Section 4.4.      Transfer Restrictions............................. 19
         Section 4.5.      Contingent Escrowed Option Shares................. 19

ARTICLE 5.          REPRESENTATIONS AND WARRANTIES OF WORLD ACCESS
                      AND NEW WORLD ACCESS................................... 19

         Section 5.1.      Authority......................................... 19
         Section 5.2.      Organization, Qualification, and
                             Corporate Power................................. 20
         Section 5.3.      Capitalization.................................... 20
         Section 5.4.      Non-contravention................................. 20
         Section 5.5.      Brokers' Fees..................................... 21
         Section 5.6.      World Access SEC Documents........................ 21
         Section 5.7.      Events Subsequent to World Access Most 
                             Recent Fiscal Year End.......................... 22
         Section 5.8.      Undisclosed Liabilities........................... 23
         Section 5.9.      Opinion of Financial Advisor...................... 24
         Section 5.10.     Litigation........................................ 24

ARTICLE 6.          REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER............ 24

         Section 6.1.      Authority......................................... 24
         Section 6.2.      Organization, Qualification, and 
                             Corporate Power................................. 24
         Section 6.3.      Capitalization; Title to Shares................... 25
         Section 6.4.      Non-contravention................................. 25
         Section 6.5.      Brokers' Fees..................................... 26
         Section 6.6.      Title to Assets................................... 26
         Section 6.7.      Subsidiaries...................................... 26
         Section 6.8.      Financial Statements.............................. 27
         Section 6.9.      Events Subsequent to Cherry U.K. Most
                             Recent Fiscal Year End.......................... 28
         Section 6.10.     Undisclosed Liabilities........................... 29
         Section 6.11.     Legal Compliance.................................. 29
         Section 6.12.     Tax Matters....................................... 30
         Section 6.13.     Real Property..................................... 33
         Section 6.14.     Intellectual Property............................. 34
         Section 6.15.     Tangible Assets................................... 35
         Section 6.16.     Inventory......................................... 35
         Section 6.17.     Contracts......................................... 35
         Section 6.18.     Notes and Accounts Receivable..................... 37
         Section 6.19.     Insurance......................................... 37
         Section 6.20.     Litigation........................................ 37
         Section 6.21.     Employees......................................... 37
         Section 6.22.     Employee Benefits................................. 37
         Section 6.23.     Guaranties........................................ 40
         Section 6.24.     Environment, Health, and Safety................... 40
         Section 6.25.     Licenses, Permits, Consents and Authorities....... 41
         Section 6.26.     Proxy Statement................................... 41

ARTICLE 7.          COVENANTS................................................ 41

         Section 7.1.      Conduct of the Business of Cherry U.K.
                             and its Subsidiaries............................ 41
         Section 7.2.      Conduct of Business of World Access
                             and its Subsidiaries............................ 43
         Section 7.3.      Access to Books and Records....................... 44
         Section 7.4.      Preparation of Proxy Statement.................... 44

ARTICLE 8.          ADDITIONAL AGREEMENTS.................................... 44

         Section 8.1.      Best Efforts; Cooperation......................... 44
         Section 8.2.      Regulatory Matters................................ 45
         Section 8.3.      Indemnification Regarding the Proxy Statement..... 45
         Section 8.4.      Notice of Developments............................ 46
         Section 8.5.      Notices and Consents.............................. 46
         Section 8.6.      Indemnity......................................... 46
         Section 8.7.      Exclusive Dealing................................. 47
         Section 8.8.      Investment Representations........................ 48

ARTICLE 9.          EFFECTIVE TIME; CLOSING; DELIVERIES AT CLOSING........... 49

         Section 9.1.      Effective Time; Closing........................... 49
         Section 9.2.      Deliveries by Shareholder......................... 49
         Section 9.3.      Deliveries by New World Access.................... 50

ARTICLE 10.         MUTUAL CONDITIONS TO CLOSING............................. 51

         Section 10.1.     Board Meeting of Cherry U.K. and Subsidiaries..... 51
         Section 10.2.     Regulatory Approvals.............................. 51
         Section 10.3.     Litigation........................................ 52
         Section 10.4.     Proxy Statement................................... 52
         Section 10.5.     Consummation of Holding
                             Company Reorganization.......................... 52
         Section 10.6.     Resignations...................................... 52
         Section 10.7.     Escrow Agreement.................................. 52
         Section 10.8.     Option Escrow Agreement........................... 52
         Section 10.9.     Material Condition................................ 52
         Section 10.10.    Consents.......................................... 52
         Section 10.11.    NASDAQ Listing.................................... 53
         Section 10.12.    U.S. Merger Transaction........................... 53

ARTICLE 11.         CONDITIONS TO THE OBLIGATIONS OF NEW WORLD ACCESS........ 53

         Section 11.1.     Representations and Warranties.................... 53
         Section 11.2.     Performance of Obligations........................ 53
         Section 11.3.     Certificate Representing Satisfaction
                             of Conditions................................... 53
         Section 11.4.     Tax Opinion....................................... 53
         Section 11.5.     Material Adverse Change........................... 54

ARTICLE 12.         CONDITIONS TO OBLIGATIONS OF SHAREHOLDER................. 54

         Section 12.1.     Representations and Warranties.................... 54
         Section 12.2.     Performance of Obligations........................ 54
         Section 12.3.     Certificate Representing Satisfaction
                             of Conditions................................... 54
         Section 12.4.     Tax Opinion....................................... 54
         Section 12.5.     Material Adverse Change........................... 54

ARTICLE 13.         TERMINATION.............................................. 54

         Section 13.1.     Termination of Agreement.......................... 54
         Section 13.2.     Effect of Termination and Breach.................. 55
         Section 13.3.     Confidentiality Upon Termination.................. 56
         Section 13.4.     Specific Performance.............................. 56

ARTICLE 14.         GENERAL PROVISIONS....................................... 56

         Section 14.1.     Nonsurvival of Representations
                             and Warranties.................................. 56
         Section 14.2.     Press Releases and Public Announcements........... 56
         Section 14.3.     No Third-Party Beneficiaries...................... 56
         Section 14.4.     Entire Agreement.................................. 56
         Section 14.5.     Succession and Assignment......................... 57
         Section 14.6.     Counterparts...................................... 57
         Section 14.7.     Notices........................................... 57
         Section 14.8.     Governing Law..................................... 58
         Section 14.9.     Amendments and Waivers............................ 58
         Section 14.10.    Severability...................................... 58
         Section 14.11.    Construction...................................... 59
         Section 14.12.    Incorporation of Exhibits and Schedules........... 59
         Section 14.13.    Transaction Costs................................. 59

EXHIBITS:

Exhibit A -- Escrow Agreement
Exhibit B -- Option Escrow Agreement


<PAGE>





               SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION

         THIS SHARE EXCHANGE  AGREEMENT AND PLAN OF REORGANIZATION  (as amended,
supplemented or otherwise modified from time to time, the "Agreement"), dated as
of the 12th day of May, 1998, is entered into by and among WORLD ACCESS, INC., a
Delaware  corporation ("World Access"),  WAXS INC., a Delaware corporation and a
wholly-owned   subsidiary   of  World  Access  ("New  World   Access"),   CHERRY
COMMUNICATIONS  U.K. LIMITED, a corporation  organized and existing under and by
virtue  of the laws of  England  and  Wales  ("Cherry  U.K."),  and  RENAISSANCE
PARTNERS II, a Georgia general partnership (the "Shareholder"),  the partners of
which are JOHN D. PHILLIPS and W. TOD CHMAR, each an individual  resident of the
State of Georgia, United States of America.

                              W I T N E S S E T H:


         WHEREAS,  on February 24, 1998,  World Access,  New World Access,  WAXS
Acquisition Corp., a Delaware  corporation and a wholly-owned  subsidiary of New
World Access, NACT Acquisition Corp., a Delaware  corporation and a wholly-owned
subsidiary of New World Access,  and NACT  Telecommunications,  Inc., a Delaware
corporation and a majority-owned  subsidiary of World Access  ("NACT"),  entered
into that certain Agreement and Plan of Merger and  Reorganization,  pursuant to
which,  among  other  things,   each  of  World  Access  and  NACT  will  become
wholly-owned   subsidiaries   of  New  World   Access  (the   "Holding   Company
Reorganization");

         WHEREAS,  Shareholder is the sole shareholder of Cherry U.K. and is the
registered  holder and  beneficial  owner of all of the  issued and  outstanding
ordinary shares (the "Shares"),  (pound)1 each, of Cherry U.K. (the "Cherry U.K.
Stock");

         WHEREAS, Shareholder desires to exchange with New World Access, and New
World Access desires to receive from Shareholder, the Shares (the "Acquisition")
upon the terms and conditions set forth herein;

         WHEREAS,  World Access,  New World Access,  WA Merger Corp., a Delaware
corporation  and a  wholly-owned  subsidiary of New World Access  ("U.S.  Merger
Sub"), and Cherry  Communications  Incorporated  d/b/a Resurgens  Communications
Group, an Illinois corporation ("RCG"), have entered into that certain Agreement
and Plan of Merger and  Reorganization  dated of even date  herewith  (the "U.S.
Merger  Agreement"),  pursuant to which U.S.  Merger Sub will be merged with and
into RCG and RCG will become a wholly-owned  subsidiary of New World Access (the
"U.S. Merger");

         WHEREAS,  the consummation of the transactions  contemplated  hereby is
a condition to the consummation of the U.S. Merger,  and the consummation of the
U.S. Merger is a condition to the consummation of the transactions  contemplated
hereby;

         WHEREAS,  the  Shareholder,  Cherry  U.K.,  World  Access and New World
Access  desire to make certain  representations,  warranties  and  agreements in
connection  with  the  Acquisition  and  also to  prescribe  various  conditions
thereto; and

         WHEREAS,  for Federal  income tax  purposes,  it is  intended  that the
Acquisition  shall qualify as a  reorganization  under the provisions of Section
368(a)(1)(B) of the Code.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises  herein made,  and in  consideration  of the  warranties  and covenants
herein contained, the Parties agree as follows:




<PAGE>


                                   ARTICLE 1.
                                   DEFINITIONS

         Capitalized terms used in this Agreement shall have the definitions set
forth in this Article 1.

     Section 1.1. "ACT" has the meaning set forth in Section 16.12.15 hereof.

     Section  1.2.  "Acquisition"  has the  meaning  set  forth in the  recitals
hereto.

     Section 1.3.  "Acquisition  Proposal" means any acquisition or purchase (or
any inquiry or proposal with respect thereto) of all or any substantial  portion
of the assets of Cherry U.K. or of over 10% of any class of equity share capital
of Cherry  U.K.,  or any merger,  purchase,  exchange,  consolidation,  business
combination,  recapitalization,  liquidation, dissolution or similar transaction
involving  Cherry  U.K.  other  than  the  transactions   contemplated  by  this
Agreement,  or any other  transaction the consummation of which would reasonably
be  expected  to  impede,  interfere  with,  prevent  or  materially  delay  the
Acquisition  or which would  reasonably  be expected  to dilute  materially  the
benefits to World Access or New World Access of the Acquisition.

     Section 1.4. "Adverse Consequences" means all actions, suits,  proceedings,
hearings,  investigations,  charges, complaints,  claims, demands,  injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, reasonable
amounts paid in settlement,  liabilities,  obligations,  taxes,  liens,  losses,
expenses,  and fees, including reasonable court costs and reasonable  attorneys'
fees and expenses.

     Section 1.5.  "Affiliate" means, (a) with respect to each Party, an officer
or director of such Party or any Person owning an equity interest of 10% or more
of such Party, any direct or indirect wholly owned subsidiary of such Party, any
other  subsidiary  owned  directly or indirectly by a direct or indirect  parent
company of such Party or any other Person in which such Party has at least a 10%
equity interest in the equity  securities or equity share capital,  and (b) with
respect to any Person not a Party, any Person who controls,  is controlled by or
is under  common  control  with such  Person and any officer or director of such
Person or any other Person owning at least a 10% equity interest in such Person.

     Section 1.6.  "Agreement" has the meaning set forth in the preamble to this
Agreement.

     Section  1.7.  "Ancillary  Documents"  means  all  of  the  documents  and
instruments  attached  hereto as  exhibits  or  attachments  or  required  to be
delivered by the terms of this Agreement.

     Section 1.8. "Business" has the meaning set forth in the recitals hereto.

     Section 1.9.  "Business  Day" means each day on which national banks in the
Atlanta, Georgia area are open for business.

     Section  1.10.  "Change of Control"  shall be deemed to have  occurred  if:

                  (a) any Person  (including any syndicate or group deemed to be
a "person"  under Section 13(d) (3) of the Exchange  Act),  other than New World
Access,  any subsidiary of New World Access, or any employee benefit plan of New
World  Access  or any such  subsidiary,  is or  becomes  the  beneficial  owner,
directly or indirectly,  through a purchase or other acquisition  transaction or
series of transactions (other than a merger or consolidation involving New World
Access), of shares of capital stock of New World Access entitling such Person to
exercise  in excess of 50% of the total  voting  power of all  shares of capital
stock  of New  World  Access  entitled  to vote  generally  in the  election  of
directors;

                  (b) there occurs any  consolidation  of New World Access with,
or merger of New World  Access  into,  any other  Person,  any merger of another
Person into New World Access, or any sale or transfer of the assets of New World
Access, as an entirety or substantially as an entirety, to another Person (other
than  either (i) any such  transaction  pursuant to which the holders of the New
World Access  Stock  immediately  prior to such  transaction  have,  directly or
indirectly,  shares of capital stock of the continuing or surviving  corporation
immediately  after such  transaction  which  entitle such holders to exercise in
excess of 50% of the total  voting  power of all shares of capital  stock of the
continuing or surviving  corporation  entitled to vote generally in the election
of   directors   or  (ii)  any   merger   (A)  which  does  not  result  in  any
reclassification,  conversion, exchange or cancellation of outstanding shares of
New  World  Access  Stock  or  (B)  which  is  effected  solely  to  change  the
jurisdiction   of   incorporation   of  New  World   Access  and  results  in  a
reclassification,  conversion  or  exchange of  outstanding  shares of New World
Access Stock  solely into shares of common  stock and separate  series of common
stock carrying  substantially  the same relative  rights as the New World Access
Stock); or

                  (c) a change in the Board of  Directors of New World Access in
which the individuals who constituted the Board of Directors of New World Access
at the  beginning  of the  one-year  period  immediately  preceding  such change
(together  with any other  director  whose election by the Board of Directors of
New World Access or whose  nomination  for election by the  stockholders  of New
World Access was approved by a vote of at least a majority of the directors then
in office  either who were  directors  at the  beginning of such period or whose
election or nomination  for election was  previously so approved)  cease for any
reason  (other than death or  resignation)  to  constitute at least a two-thirds
majority of the directors then in office.

Notwithstanding  the  foregoing,  any Change of Control  that  results  from (i)
WorldCom,  Inc.  ("WorldCom")  or any of its  Affiliates  soliciting  proxies or
becoming a  "participant"  in a  "solicitation"  (as such  terms are  defined in
Regulation  14A under the Exchange Act) in opposition to the  recommendation  of
the majority of the members of the Board of Directors of New World Access on any
matter or (ii) the merger, share exchange,  consolidation or similar transaction
between  New World  Access and  WorldCom or any of its  Affiliates,  without the
prior  written  consent  of New  World  Access,  shall not be deemed a Change of
Control for purposes of this Agreement.

     Section  1.11.  "Cherry  U.K." has the  meaning  set forth in the  preamble
hereto.

     Section   1.12.   "Cherry   U.K.   Group"   means   Cherry  U.K.   and  its
Subsidiaries.

     Section 1.13.  "Cherry U.K.  Intellectual  Property Rights" has the meaning
set forth in Section 6.14 hereof.

     Section 1.14. "Cherry U.K. Financial  Statements" has the meaning set forth
in Section 6.8 hereof. 

     Section 1.15.  "Cherry U.K.  Material Adverse Effect" shall mean any change
in or effect on the  business of Cherry U.K.  and its  Subsidiaries  that is, or
could  reasonably  be  expected  to be,  materially  adverse  to  the  business,
prospects,  assets (including  intangible  assets),  liabilities  (contingent or
otherwise),  condition  (financial  or  otherwise)  or results of  operations of
Cherry U.K. and its Subsidiaries taken as a whole.

     Section  1.16.   "Cherry  U.K.  Most  Recent   Balance   Sheet"  means  the
consolidated  balance  sheet of Cherry U.K. as of December 31, 1997  included in
the Cherry U.K. Most Recent Financial Statements.

     Section  1.17.  "Cherry  U.K.  Most Recent  Financial  Statements"  has the
meaning set forth in Section 6.8 hereof.

     Section  1.18.  "Cherry U.K.  Most Recent Fiscal Month End" has the meaning
set forth in Section 6.8 hereof.

     Section 1.19. "Cherry U.K. Most Recent Fiscal Year End" has the meaning set
forth in Section 6.8 hereof. 

     Section 1.20. "Cherry U.K. Option" has the meaning set forth in Section 2.3
hereof.

     Section  1.21.  "Cherry  U.K.  Optionholder"  has the  meaning set forth in
Section 2.3 hereof.

     Section  1.22.  "Cherry  U.K.  Plans"  means all  Employee  Benefit  Plans,
programs, policies,  practices, and other arrangements providing benefits to any
employee or former employee or beneficiary or dependent thereof,  whether or not
written,  and whether covering one Person or more than one Person,  sponsored or
maintained by Cherry U.K. or any of its  Subsidiaries,  or to which Cherry U.K.,
or any of its Subsidiaries,  contributes or is obligated to contribute.  Without
limiting the generality of the foregoing,  the term "Cherry U.K. Plans" includes
all employee  welfare  benefit plans within the meaning of Section 3(1) of ERISA
and all  employee  pension  benefit  plans within the meaning of Section 3(2) of
ERISA.

     Section 1.23. "Cherry U.K. Stock" has the meaning set forth in the recitals
hereto.

     Section 1.24. "Closing" has the meaning set forth in Section 9.1 hereof.

     Section  1.25.  "Closing  Date" has the  meaning  set forth in Section  9.1
hereof.

     Section  1.26.  "Closing  Shares"  has the meaning set forth in Section 2.2
hereof.

     Section 1.27.  "Code" means the Internal  Revenue Code of 1986, as amended,
together with the rules and regulations promulgated thereunder.

     Section 1.28.  "Communications Act" means the Federal Communications Act of
1934,  as  amended,   together  with  the  rules  and  regulations   promulgated
thereunder.

     Section 1.29.  "Companies  Act" means the Companies Act 1985 (as amended or
reenacted the Companies Act 1989).

     Section 1.30.  "Competent Authority" means any national or local government
or  national  or  local  governmental  agency  or any EC body or  agency  having
regulatory or administrative authority under Environmental Laws.

     Section 1.31.  "Confidential  Information" means and includes written data,
reports,   interpretations,   analyses,  trade  secrets,  processes,   drawings,
photographs,  records,  specifications,  designs,  programs, product development
activities,  software packages and related  documentation,  technical  know-how,
concepts,  theories,  ideas,  methods and  procedures of operation,  business or
marketing   plans,    proposals,    financial   information,    compiled   data,
communications, customer lists and data and equipment, as well as the nature and
results of a Party's  development  activities and all other  information  and/or
materials  related to the business or activities of a Party,  but excluding such
information that is (a) generally available to the public, or (b) available,  or
becomes  available,  to a  Party  on  a  non-confidential  basis  prior  to  its
disclosure from a Person authorized to disclose the same.

     Section 1.32. "Consent" means a consent, approval or authorization, waiver,
clearance,  exemption  or  similar  affirmation  by any Person  pursuant  to any
contract, permit, law, regulation or order.

     Section 1.33.  "Consideration"  means the Share  Consideration  and the New
World Access Options.

     Section 1.34. "Contingent Escrowed Option Shares" has the meaning set forth
in Section 2.5 hereof.

     Section 1.35.  "Controlled  Group  Liability" means any and all liabilities
under (a) Title IV of ERISA, (b) Section 302 of ERISA, (c) Sections 412 and 4971
of the Code, (d) the continuation  coverage  requirements of section 601 et seq.
of ERISA  and  Section  4980B of the  Code,  and (e)  corresponding  or  similar
provisions of foreign laws or  regulations,  in each case other than pursuant to
the World Access Plans with respect to World Access and its Subsidiaries, or the
Cherry U.K. Plans with respect to Cherry U.K.

     Section 1.36. "DGCL" means Title 8 of the Delaware Code, as amended

     Section  1.37.  "EBITDA"  means the sum of income  before net  interest and
provision  for  income  taxes,  plus   depreciation  and  amortization   expense
determined  consistent with Cherry U.K.'s  unaudited  consolidated  statement of
income  for the  Cherry  U.K.  Most  Recent  Fiscal  Year.  Notwithstanding  the
foregoing,  any change in the policies or procedures employed in determining the
EBITDA of Cherry U.K. shall be approved by a majority vote of the members of the
audit  committee  of the  Board of  Directors  of New World  Access  who are not
Affiliates of WorldCom, Inc.

     Section  1.38.  "Effective  Time" has the  meaning set forth in Section 9.1
hereof.

     Section 1.39. "Employee Benefit Plan" means any (a) non-qualified  deferred
compensation  or retirement  plan or  arrangement  which is an Employee  Pension
Benefit Plan, (b) qualified defined contribution  retirement plan or arrangement
which is an  Employee  Pension  Benefit  Plan,  (c)  qualified  defined  benefit
retirement  plan or  arrangement  which  is an  Employee  Pension  Benefit  Plan
(including any  Multi-Employer  Plan), or (d) Employee  Welfare Benefit Plan (or
material fringe benefit plan or program).

     Section 1.40.  "Employee Pension Benefit Plan" has the meaning set forth in
ERISA Section 3(2).

     Section 1.41.  "Employee Welfare Benefit Plan" has the meaning set forth in
ERISA Section 3(l).

     Section 1.42. "Environment" means all or any of the following media, namely
air, water or land,  including  such media within  buildings or other natural or
man  made  structures  above  or  below  ground  and  any  living  organisms  or
ecosystems.

     Section 1.43. "Environmental,  Health, and Safety Laws" means, with respect
to New World Access and World Access, the Comprehensive  Environmental Response,
Compensation  and Liability Act of 1980, the Resource  Conservation and Recovery
Act of 1976,  and the  Occupational  Safety  and  Health  Act of  1970,  each as
amended,  and with  respect to Cherry  U.K.,  the Town and Country  Planning Act
1990,  the Planning  (Listed  Buildings and  Conservation  Areas) Act 1990,  the
Planning   (Hazardous   Substances)   Act  1990,  the  Planning   (Consequential
Provisions) Act 1990 and the Planning and  Compensation  Act 1991 and the Rules,
Regulations  and Orders made under them or  continued by them as they apply from
time to time, together with the Environmental Laws and all other laws (including
rules,  regulations,  codes, plans,  injunctions,  judgments,  orders,  decrees,
rulings  and  charges   thereunder)  of  federal,   state,  local,  and  foreign
governments (and all agencies  thereof)  concerning public health and safety, or
employee health and safety.

     Section 1.44. "Environmental Laws" means all or any applicable law (whether
civil, criminal or administrative),  common law, statute,  statutory instrument,
treaty,  regulation,  directive,  decision, by-law, circular, code, plan, order,
notice,  demand,  decree,  injunction,  resolution  or judgment  which relate to
Environmental Matters and which are in force from time to time.

     Section   1.45.   "Environmental   Matters"   means   any  or  all  of  the
following:

         (a)      protection of the Environment;

         (b)      pollution or contamination;

         (c)      the generation,  manufacture,  processing,  handling, storage,
                  distribution, use, treatment, removal, transport, importation,
                  exportation,  disposal,  release,  spillage,  deposit, escape,
                  discharge, leak, emission,  leaching or migration of Hazardous
                  Substances or Waste;

         (d)      exposure of any person to Hazardous Substances or Waste;

         (e)      the creation of any noise, vibration, radiation, common law or
                  statutory nuisance, or other impact on the Environment;

         (f)      any  other  matters  relation  to the  condition,  protection,
                  maintenance,  restoration or replacement of the Environment or
                  any  part of it  arising  directly  or  indirectly  out of the
                  manufacturing,   processing,   treatment,   storage,  keeping,
                  handling, use (including as a building material),  possession,
                  supply,    receipt,    sale,   purchase,    import,    export,
                  transportation or presence of Hazardous Substances or Waste;

         (g)      human health and safety; and

         (h)      town and country planning.

     Section  1.46.  "Environmental  Permits"  means all or any  authorizations,
certificates,  approvals,  permits,  licenses,  or consents (and all  conditions
attaching  thereto) required under any  Environmental  Laws for the operation of
the business of Cherry U.K. or the occupation or use of the Properties.

     Section 1.47.  "Equivalent Exchange Ratio" means the ratio,  expressed as a
fraction,  obtained by dividing (i) 1,875,000 by (ii) all of the Shares plus all
of the shares of Cherry U.K. Stock underlying the Cherry U.K. Options.

     Section 1.48. "ERISA" means the Employee  Retirement Income Security Act of
1974, as amended.

     Section 1.49. "ERISA Affiliate" means, with respect to any entity, trade or
business,  any  other  entity,  trade or  business  that is a member  of a group
described in Section 414(b),  (c), (m) or (o) of the Code or Section  4001(b)(1)
of ERISA that includes the first entity, trade or business,  or that is a member
of the same "controlled  group" as the first entity,  trade or business pursuant
to Section 4001(a)(14) of ERISA.

     Section  1.50.  "Escrow  Agent" has the  meaning  set forth in Section  2.3
hereof.

     Section 1.51.  "Escrow  Agreement" has the meaning set forth in Section 2.3
hereof.

     Section  1.52.  "Escrowed  Shares" has the meaning set forth in Section 2.2
hereof.

     Section 1.53. "Escrowed Option Shares" has the meaning set forth in Section
2.5 hereof.

     Section 1.54.  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.

     Section 1.55. "Expenses" has the meaning set forth in Section 8.7 hereof.

     Section  1.56.  "Extra  Shares"  has the  meaning  set forth in Section 2.2
hereof.

     Section 1.57. "FCC" means the Federal Communications Commission.

     Section 1.58. "Fiduciary" has the meaning set forth in ERISA Section 3(21).

     Section 1.59.  "GAAP" means United  States  generally  accepted  accounting
principles as in effect from time to time. The requirement  that such principles
be  consistently  applied and applied on a consistent  basis shall mean that the
accounting  principles  observed  in a  current  period  are  comparable  in all
material respects to those applied in a preceding period.

     Section 1.60. "HSR Act" means the Hart-Scott-Rodino  Antitrust Improvements
Act of 1976,  as amended,  together with the rules and  regulations  promulgated
thereunder.

     Section  1.61.  "Hazardous   Substances"  means  any  noxious,   dangerous,
hazardous,  toxic or flammable  materials or substances  or any mixture  thereof
which are or maybe  present in such  quantities  and  concentrations  as (a) may
cause harm to the Environment,  (b) are regulated under any Environmental Law or
(c) may require investigation or remediation under any Environmental Law.

     Section 1.62. "Holding Company Reorganization" has the meaning set forth in
the recitals hereto.

     Section  1.63.  "Indemnified  Party" have the meanings set forth in Section
10.6 hereof.

     Section 1.64.  "Intellectual  Property"  means (a) all inventions  (whether
patentable or unpatentable),  all improvements thereto, and all patents,  patent
applications,   and  patent   disclosures,   together   with  all   reissuances,
continuations,  continuations in part, revisions, extensions, and reexaminations
thereof,  (b) all trademarks,  service marks, trade drafts,  logos, trade names,
and corporate names, together with all translations,  adaptations,  derivations,
and combinations  thereof and including all goodwill associated  therewith,  and
all applications,  registrations,  and renewals in connection therewith, (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connections  therewith,  (d) all mask works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier list,  pricing and cost  information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation), (g) all other proprietary rights and (h) all copies and tangible
embodiments thereof in whatever form or medium.

     Section 1.65.  "Knowledge"  means either (a) that an individual is actually
aware of a particular fact or other matter or (b) a prudent  individual could be
expected to discover or  otherwise  become aware of such fact or other matter in
the  course  of  performing  the  duties  which  are  normally  performed  by an
individual  acting in a similar  capacity.  A Person (other than an  individual)
will be deemed to have  "Knowledge" of a particular  fact or other matter if any
individual who is serving as a director, executive officer, partner, executor or
trustee of such  Person (or in any  similar  capacity)  has, or at any time had,
knowledge of such fact or other matter.

     Section 1.66. "Losses" means any and all claims,  demands,  losses,  costs,
expenses,  obligations,   liabilities,  damages,  recoveries  and  deficiencies,
including interest, penalties and attorneys' fees and disbursements.

     Section  1.67.  "Liens"  means  all  liens,   claims,   charges  and  other
encumbrances and restrictions of any kind or nature.

     Section  1.68.  "Multi-employer  Plan" has the meaning set forth in Section
3(37) of ERISA.

     Section 1.69. "Multiple Employer Plan" has the meaning set forth in Section
4063 of ERISA.

     Section 1.70. "NACT" has the meaning set forth in the recitals hereto.

     Section 1.71. "NASDAQ" means The Nasdaq National Market."

     Section 1.72.  "New World Access" has the meaning set forth in the preamble
hereto.

     Section  1.73.  "New World  Access  Option"  has the  meaning  set forth in
Section 2.3 hereof.

     Section 1.74. "New World Access Stock" means any share of the common stock,
$.01 par value per share, of New World Access.

     Section  1.75.  "Option  Escrow Agent" has the meaning set forth in Section
2.5 hereof.

     Section  1.76.  "Option  Escrow  Agreement"  has the  meaning  set forth in
Section 2.5 hereof.

     Section 1.77.  "Ordinary Course" or "Ordinary Course of Business" means any
action  taken by a Person  only if (a) such action is  consistent  with the past
practices  of such  Person  and is taken in the  ordinary  course of the  normal
day-to-day  operations  of such Person,  or (b) such action is similar in nature
and magnitude to actions  customarily  taken,  without any  authorization by the
board of  directors  (or by any  Person or group of Persons  exercising  similar
authority),  in the ordinary course of the normal day-to-day operations of other
Persons that are in the same line of business as such Person.

     Section 1.78.  "Parties" means  collectively,  or any two or more of, World
Access,  New World  Access,  Cherry U.K.,  the  Shareholder  and the Cherry U.K.
Optionholders (if any).

     Section 1.79. "Party" means any one of the Parties.

     Section 1.80. "Performance Period" has the meaning set forth in Section 4.1
hereof.

     Section 1.81. "Person" means an individual,  a partnership,  a corporation,
an  association,   a  joint  stock  company,  a  trust,  a  joint  venture,   an
unincorporated  organization  or association,  a limited  liability  company,  a
limited  liability  partnership,  or a governmental  entity (or any  department,
agency, or political subdivision thereof, including a Regulatory Authority).

     Section 1.82. "Planning Acts" means the Town and Country Planning Act 1990,
the Planning (Listed  Buildings and  Conservation  Areas) Act 1990, the Planning
(Hazardous  Substances)  Act 1990, the Planning  (Consequential  Provisions) Act
1990 and the Planning and Compensation  Act 1991 and the rules,  regulations and
orders made under them or continued by them as they apply from time to time.

     Section  1.83.  "Properties"  has the meaning  set forth in Section  6.13.2
hereof.

     Section 1.84.  "Proxy  Statement"  has the meaning set forth in Section 7.4
hereof.

     Section 1.85. "PUC" means any state public service commission.

     Section  1.86.  "Qualified  Cherry U.K.  Plan" has the meaning set forth in
Section 6.21 hereof.

     Section 1.87. "Relevant Accounting Standard" means any applicable Statement
of Standard Accounting  Practice,  Financial  Reporting  Standard,  Consensus or
Statement of Recommended  Practice  issued by the Accounting  Standards Board in
the United Kingdom,  or any committee of it or body recognized by it in force on
the date of the Cherry U.K. Most Recent Balance Sheet.

     Section 1.88. "Remedial Action" means:

         (a)      removing,  remedying,  cleaning up,  making  good,  modifying,
                  restoring,  improving, abating, containing or ameliorating the
                  presence in or effect on the  Environment,  the  Properties or
                  any organism (including humans) of any Hazardous Substances or
                  Waste,  including  the removal from any structure of Hazardous
                  Substances or Waste  incorporated into that structure (whether
                  above or below  ground,  natural or man made and including all
                  pipes and tanks); or

         (b)      securing  compliance  of the business of Cherry U.K.  with all
                  Environmental  Laws and Environmental  Permits,  including any
                  and all  investigative  activities,  sampling,  monitoring  or
                  analyzing any pollution or  contamination  of the  Environment
                  and obtaining  expert  technical and legal advice  required in
                  relation thereto); or

         (c)      such other action or steps as are considered  necessary by New
                  World  Access  to  avoid,  mitigate,   abate  or  prevent  any
                  nuisance, pollution or contamination of the Environment.

     Section 1.89.  "Regulatory Authority" means,  collectively,  the FCC, PUCs,
the Federal Trade Commission,  the United States Department of Justice, the SEC,
the National Association of Securities Dealers, Inc., and all national and state
securities  exchanges,  as  well  as all  regulatory  agencies  and  authorities
organized  under  the laws of  England  and Wales  and the  European  Community,
including  the European  Commission,  and any other  governmental  or regulatory
body, agency, instrumentality or authority.

     Section 1.90.  "Required Consents" has the meaning set forth in Section 5.3
hereof.

     Section  1.91.  "SEC"  means the  United  States  Securities  and  Exchange
Commission.

     Section  1.92.  "Securities  Act"  means  the  Securities  Act of 1933,  as
amended, together with the rules and regulations promulgated hereunder.

     Section  1.93.  "Security  Interest"  means  any  mortgage,  pledge,  lien,
encumbrance,  charge,  or other security  interest,  other than (a)  mechanic's,
materialman's,  and  similar  liens for work done on the  property to the extent
that such liens arise in the Ordinary Course of Business and are not yet due and
payable,  (b)  liens for taxes  not yet due and  payable  or for taxes  that the
taxpayer  is  contesting  in good faith  through  appropriate  proceedings,  (c)
purchase  money liens and liens  securing  rental  payments  under capital lease
arrangements,  in each case,  where there exists no default in World Access's or
any Subsidiary's obligations with respect to the underlying agreements,  and (d)
other  liens  arising in the  Ordinary  Course of Business  and not  incurred in
connection with the borrowing of money.

     Section  1.94.  "Shareholder"  has the  meaning  set forth in the  preamble
hereto.

     Section 1.95.  "Shareholder  Disclosure Schedule" has the meaning set forth
in Article 6 hereof. 

     Section 1.96.  "Share  Consideration"  has the meaning set forth in Section
2.2 hereof.

     Section 1.97. "Shares" has the meaning set forth in the recitals hereto.

     Section 1.98.  "Subsidiary"  means any corporation  with respect to which a
specified  Person (or a Subsidiary  thereof)  owns  (directly or  indirectly)  a
majority  of the  common  stock  and share  capital  or has the power to vote or
direct the voting of sufficient  securities to elect a majority of the directors
and, in respect of Cherry  U.K.,  includes  the meaning  given such term in Part
XXVI of the Companies Act.

     Section 1.99. "TCGA" has the meaning set forth in Section 6.12.17 hereof.

     Section  1.100.  "Target  EBITDA"  has the meaning set forth in Section 4.1
hereof.

     Section  1.101.  "Tax  Returns"  means,  collectively,   (a)  all  reports,
declarations,  estimates, returns, information statements, and similar documents
relating  to, or  required  to be filed in  respect  of any  Taxes,  and (b) all
information  statements,  returns,  reports or similar documents  required to be
filed with  respect to payments to (or from)  third  parties or with  respect to
transactions  in which any Party or any of its  Subsidiaries  participates.  The
term "Tax Return" shall mean any one of the foregoing Tax Returns.

     Section  1.102.  "Taxes"  means,  collectively,  (a) all net income,  gross
income, gross receipts,  sales, use, ad valorem,  franchise,  profits,  license,
lease,  service,   service  use,  withholding,   employment,   payroll,  excise,
severance, transfer,  documentary,  mortgage,  registration,  stamp, occupation,
environmental,  premium, property, windfall, profits, customs, duties, and other
taxes,  fees,  assessments  or  charges  of any  kind  whatever,  including  any
estimates  thereof,  together with any interest,  penalties and other  additions
with respect  thereto,  imposed by any  federal,  territorial,  state,  local or
foreign government;  and (b) any penalties,  interest, or other additions to tax
for the failure to collect,  withhold,  or pay over any of the foregoing,  or to
accurately  file  any Tax  Return.  The  term  "Tax"  shall  mean any one of the
foregoing  Taxes.  When used with  reference  to a specified  Person,  the terms
"Taxes" and "Tax" shall  include  only  amounts of, or in respect of,  Taxes for
which such Person is, or could become,  liable in whole or part  (including  any
obligation in connection with a duty to collect,  withhold, or pay over any Tax,
any  obligation  to  contribute  to the  payment  of any Taxes  determined  on a
consolidated,  combined, or unitary basis, any liability as a transferee, or any
liability as a result of any express or implied  obligation  to indemnity or pay
the Tax obligations of another Person).

     Section 1.103.  "Third-Party  Intellectual  Property  Rights"  means,  with
respect to each of World Access and Cherry U.K., all licenses,  sublicenses  and
other  agreements  as to  which  it is a  party  and  pursuant  to  which  it is
authorized  to  use  any  third-party  patents,  trademarks,  service  marks  or
copyrights.

     Section  1.104.  "Trading  Day"  means  each  Monday,  Tuesday,  Wednesday,
Thursday and Friday,  other than any day on which  securities  are not traded on
NASDAQ.

     Section 1.105. "U.K. GAAP" means generally accepted  accounting  principles
and  practices  in the  United  Kingdom  as in  effect  from  time to time.  The
requirement  that such  principles  be  consistently  applied  and  applied on a
consistent basis shall mean that the accounting principles observed in a current
period are  comparable in all material  respects to those applied in a preceding
period.

     Section  1.106.  "U.S.  Merger" has the  meaning set forth in the  recitals
hereto.

     Section 1.107.  "U.S. Merger Sub" has the meaning set forth in the recitals
hereto.

     Section 1.108. "VATA" has the meaning set forth in Section 6.12.23 hereof.

     Section  1.109.  "Waste"  means any waste as  defined  in Section 75 of the
Environmental Protection Act 1990.

     Section  1.110.  "World  Access" has the meaning set forth in the  preamble
hereto.

     Section 1.111. "World Access Disclosure Schedule" has the meaning set forth
in Article 5 hereof.

     Section  1.112.  "World Access  Financial  Statements"  has the meaning set
forth in Section 5.5 hereof.

     Section 1.113.  "World Access Material Adverse Effect" shall mean (a) prior
to the  consummation  of the Holding  Company  Reorganization,  any change in or
effect on the  business of World Access and its  Subsidiaries  that is, or could
reasonably be expected to be,  materially  adverse to the  business,  prospects,
assets (including  intangible  assets),  liabilities  (contingent or otherwise),
condition  (financial or otherwise) or results of operations of World Access and
the its  Subsidiaries  taken as a whole,  and (b) after the  consummation of the
Holding Company  Reorganization,  any change in or effect on the business of New
World Access and its  Subsidiaries  that is, or could  reasonably be expected to
be, materially adverse to the business,  prospects, assets (including intangible
assets),   liabilities  (contingent  or  otherwise),   condition  (financial  or
otherwise)  or results of  operations  of New World Access and its  Subsidiaries
taken as a whole.

     Section  1.114.   "World  Access  Most  Recent  Balance  Sheet"  means  the
consolidated  balance  sheet of World Access as of December 31, 1997 included in
the World Access SEC Documents.

     Section 1.115.  "World Access Most Recent Financial  Statements"  means the
consolidated  financial statements for the year ended December 31, 1997 included
in the World Access SEC Documents.

     Section  1.116.  "World Access Most Recent Fiscal Month End" means December
31, 1997.

     Section  1.117.  "World Access Most Recent Fiscal Year End" means  December
31, 1997.

     Section  1.118.  "World Access SEC  Documents" has the meaning set forth in
Section 7.5 hereof. 

     Section  1.119.  "World  Access Stock" means any share of the common stock,
$0.01 par value per share,of World Access.


                                   ARTICLE 2.
                    EXCHANGE AND RECEIPT OF CHERRY U.K. STOCK

     Section 2.1. Exchange and Receipt of Shares.  Upon the terms and subject to
the conditions set forth in this Agreement,  at the Effective Time,  Shareholder
shall  exchange,  convey,  assign,  transfer and deliver to New World Access the
legal and beneficial ownership of the Shares, and New World Access shall receive
from Shareholder,  all of Shareholder's  right, title and interest in and to the
Shares,  including all rights now or hereafter attaching to them to any dividend
or other  distribution  declared,  made or paid  after the date  hereof,  for an
amount equal to the Share Consideration.  Shareholder  covenants that (a) it has
full  power and the right to  transfer  the  legal and  beneficial  title to the
Shares;  (b) the  Shares  shall at  Closing  be free from any Liens or  Security
Interests of any kind and from all other rights  exercisable  by third  parties;
and (c) it will execute at its own cost and expense such  documents as New World
Access  reasonably  considers  necessary  to transfer  the legal and  beneficial
ownership  of the Shares to New World  Access and secure to New World Access the
rights attaching thereto.

     Section 2.2.  Consideration for Shares.  The consideration  payable for the
Shares  (the  "Share  Consideration")  shall  be equal  to an  aggregate  of (a)
1,875,000  shares of New World  Access  Stock  less (b) any  shares of New World
Access  Stock  issuable  upon the  exercise  of options or  warrants to purchase
Cherry  U.K.  Stock  granted  after the date hereof and  converted  by New World
Access in  accordance  with  Section 2.3 below prior to the Closing plus (c) any
Escrowed Option Shares  delivered to Shareholder  pursuant to Section 2.5 below.
The number of shares of New World  Access Stock to be issued to  Shareholder  at
Closing  (the  "Closing  Shares")  shall be equal to (a)  one-third of the Share
Consideration  (excluding  the  Escrowed  Option  Shares) plus (b) the number of
Option Shares (the "Extra  Shares")  underlying  New World Access Options to the
extent that less than  one-third  of such shares may be acquired  upon  exercise
without regard to the  conditions set forth in Article 4 hereof  relating to the
release of Escrowed  Shares.  The remaining number of shares of New World Access
Stock (excluding the Escrowed Option Shares) comprising the Share  Consideration
shall  be  issued  and  held  in  escrow   pursuant   to   Section   2.4  below.
Notwithstanding  anything to the  contrary  contained  herein,  no holder of the
Closing Shares may, until the 365th day following the Closing Date,  without the
prior written  consent of New World  Access,  offer,  sell,  contract to sell or
otherwise  dispose of,  directly or indirectly,  any such shares or any security
convertible  into or  exchangeable or exercisable  therefor,  either publicly or
privately.

     Section 2.3. Cherry U.K.  Options.  From and after the date hereof,  Cherry
U.K. may grant and award options or warrants to acquire  Cherry U.K. Stock (each
a "Cherry U.K.  Option") on the terms and  conditions set forth in a Cherry U.K.
Option  Agreement  in a form to be mutually  acceptable  to Cherry U.K.  and New
World  Access,  provided  that the grantee of any such option or warrant (each a
"Cherry U.K.  Optionholder")  shall execute a counterpart  of this Agreement and
thereupon become a Party hereto, and further provided, that the number of shares
of New World Access Stock issuable upon the exercise of such Cherry U.K. Options
(determined in accordance with this Section 2.3) does not exceed  937,500.  Each
Cherry U.K.  Option granted in accordance with the foregoing shall be assumed by
New World Access at the Effective  Time and shall be converted into an option to
acquire New World Access Stock (each New World Access option or warrant  granted
hereunder,  a "New World  Access  Option") in such  number and at such  exercise
price as provided below and otherwise having the same terms and conditions as in
effect  immediately  prior to the Effective  Time except to the extent  provided
herein:

                  (a) the  number  of shares  of New  World  Access  Stock to be
         subject to each New World Access Option (the "Option  Shares") shall be
         equal to (i) the number of shares of Cherry U.K.  Stock subject to such
         Cherry  U.K  Option  so  converted  multiplied  by (ii) the  Equivalent
         Exchange Ratio;

                  (b) the exercise price per share of New World Access Stock for
         each New World  Access  Stock Option  issued  pursuant  hereto shall be
         equal to (i) the product  obtained by multiplying  the number of shares
         of Cherry  U.K.  Stock  subject to the  Cherry  U.K.  Option  converted
         pursuant to this Agreement by the exercise price per share  thereunder,
         divided by (ii) the number of shares of New World Access Stock issuable
         upon the exercise of such New World Access Option  determined  pursuant
         to clause (a) above;

                  (c) upon each  exercise of the New World  Access  Options by a
         holder  thereof,  the  aggregate  number of shares of New World  Access
         Stock  deliverable  upon such exercise  shall be rounded up or down, if
         necessary,  to the nearest whole share and the aggregate exercise price
         shall be rounded up or down, if necessary, to the nearest cent; and

                  (d) notwithstanding  anything herein to the contrary, a Cherry
         U.K.  Optionholder may only exercise the New World Access Option to the
         extent of one-third of the Option Shares unless the Escrowed Shares are
         eligible for release  pursuant to Article 4 hereof,  in which event the
         New World Access Option may be exercised to the same extent as Escrowed
         Shares may be released and shall be subject to the same restrictions as
         provided in Section 4.4 hereof.

Notwithstanding  anything  herein to the  contrary,  no  Shares  or Cherry  U.K.
Options may be distributed or granted,  without the prior written consent of New
World Access,  if New World Access  determines  in its good faith  judgment that
such actions would have a material adverse effect on the financial  condition or
results  of  operations  of New World  Access and its  Subsidiaries,  taken as a
whole, for financial reporting purposes.

     Section 2.4. Escrowed Shares. Immediately following the Effective Time, the
Escrowed Shares shall be issued by New World Access and deposited with an escrow
agent  mutually  acceptable  to New World  Access and  Shareholder  (the "Escrow
Agent") pursuant to the terms of an Escrow  Agreement  substantially in the form
attached hereto as Exhibit "A" (the "Escrow  Agreement").  The Escrow Agent will
release the Escrowed Shares to the Shareholder as set forth in Article 4 hereof.

     Section 2.5.  Escrowed Option Shares.  Immediately  following the Effective
Time,  New World Access  shall issue and deposit  with an escrow agent  mutually
acceptable to New World Access and  Shareholder  (the "Option  Escrow Agent") an
aggregate  number of shares of New World  Access  Stock  equal to the  aggregate
number of Option Shares (the "Escrowed Option Shares")  pursuant to the terms of
an Escrow  Agreement  substantially  in the form attached  hereto as Exhibit "B"
(the "Option Escrow  Agreement").  The Escrowed  Option Shares shall be released
and  delivered to New World Access for  cancellation  to the extent that the New
World Access  Options (or any portion  thereof) vest and become  exercisable  in
accordance  with their terms.  The Escrowed  Option Shares shall be released and
delivered  to  Shareholder  upon the  forfeiture  of any of the New World Access
Options  (or any  portion  thereof)  in  accordance  with the terms  thereof  as
follows:  (a) an amount  equal to (i)  one-third  of such  shares  less (ii) the
number of Extra Shares shall be released and delivered to Shareholder  upon such
forfeiture,  and (b) the balance of such shares (the "Contingent Escrowed Option
Shares") shall be released as set forth in Article 4 hereof.

     Section  2.6.  Adjustments.  In the  event of any  change  in the New World
Access Stock after the date hereof by reason of any stock dividend, stock split,
subdivision, reclassification, recapitalization, combination, exchange of shares
or the like,  then the New World  Access  Stock to be  issued  pursuant  to this
Agreement  (including pursuant to any New World Access Option) shall be adjusted
appropriately on the Closing Date.


                                   ARTICLE 3.
                            EXCHANGE OF CERTIFICATES

     Section 3.1.  Exchange of Certificates.  At the Closing,  Shareholder shall
surrender  all  certificates  representing  the  Shares to New World  Access and
comply with the  provisions  of Section 9.2, and New World Access shall issue to
Shareholder a certificate or  certificates  representing  the Closing Shares and
shall issue to the Escrow Agent the Escrowed Shares, in each case rounded to the
nearest whole share. All  certificates,  documents and instruments  representing
the Shares so  surrendered  shall be properly  forwarded  or otherwise in proper
form for transfer. At the Closing, New World Access shall deliver to each Cherry
U.K.  Optionholder an option agreement  representing the New World Access Option
into which such Cherry U.K. Optionholder's Cherry U.K. Option was converted.

                                   ARTICLE 4.
                           RELEASE OF ESCROWED SHARES

     Section 4.1. Release Criteria.  The Escrowed Shares will be released in the
amounts and on the dates specified below if the sum of the EBITDA for (i) Cherry
U.K. and (ii) the surviving  corporation of the U.S.  Merger for the performance
periods set forth below equals or exceeds the Target EBITDA for such performance
period as set forth below:

<TABLE>

Performance Period                    Release Date             Percentage of              Target EBITDA
                                                              Escrowed Merger
                                                           Shares to be Released
<CAPTION>

<S>                                <C>                     <C>                            <C>
July 1, 1998 to and                February 15, 1999               25%                     $7,500,000
including December 31, 1998
(the "First Performance
Period")
January 1, 1999 to and             February 15, 2000              37.5%                    $29,000,000
including December 31, 1999
(the "Second Performance
Period")
January 1, 2000 to and             February 15, 2001              37.5%                    $36,500,000
including December 31, 2000
(the "Third Performance
Period)

</TABLE>

Notwithstanding  the foregoing,  if the Closing Date is (a) on or after July 15,
1998 but prior to August  16,  1998,  then the First  Performance  Period  shall
commence on August 1, 1998 and shall terminate on (and  including)  December 31,
1998 and the Target EBITDA with respect  thereto shall be reduced to $7,100,000,
(b) on or after August 16, 1998 but prior to September 30, 1998,  then the First
Performance  Period shall  commence on September 1, 1998 and shall  terminate on
(and  including)  December 31, 1998 and the Target  EBITDA with respect  thereto
shall be reduced to $6,700,000,  or (c) on or after September 30, 1998, then the
First  Performance  Period shall commence on the first day of the calendar month
in which the Closing occurs and shall  terminate on (and including) the last day
of the sixth calendar month following the month in which the Closing occurs, the
release date shall be forty-five  (45) days after the end of such period and the
Target  EBITDA  shall be equal to the sum of (i)  $2,100,000  for each  calendar
month of the 1998 included in the First  Performance  Period and (ii) $2,400,000
for each calendar month of 1999 included in the First Performance Period.

     Section  4.2.  Subsequent  Performance.  If,  after  the  Acquisition,  the
combined EBITDA of Cherry U.K. and the surviving  corporation of the U.S. Merger
is less than the Target  EBITDA  required for the release of Escrowed  Shares in
either of the First or  Second  Performance  Periods  (and with  respect  to the
Second Performance Period is no less than zero), then,  notwithstanding anything
to the contrary in Section  4.1,  the  Escrowed  Shares shall be released if the
actual cumulative combined EBITDA for Cherry U.K. and the surviving  corporation
of the U.S. Merger for such  Performance  Period and any subsequent  Performance
Periods  equals or exceeds the  cumulative  Target  EBITDA for such  Performance
Periods.

     Section 4.3. Accelerated Release. Notwithstanding anything to the contrary,
(a) if during any calendar quarter of the Second Performance Period, the closing
price per share of the New World  Access  Stock as reported by NASDAQ  equals or
exceeds  $65.00 for any five  consecutive  Trading  Days  during  such  calendar
quarter,  then 25% of all of the shares of Escrowed  Shares shall be released on
February 15, 2000,  provided that if no Escrowed Shares are eligible for release
during  any such  calendar  quarter,  then such  Escrowed  Shares  shall  become
eligible for release in a subsequent  calendar quarter of the Second Performance
Period if the closing  price per share of the New World Access Stock as reported
by NASDAQ  equals or exceeds  $65.00 for a total number of  consecutive  Trading
Days during such  subsequent  calendar  quarter  equal to or exceeding the total
number of Trading Days which such closing  price was required to equal or exceed
for (i) such subsequent  calendar quarter and (ii) each of the previous calendar
quarters beginning with the calendar quarter for which such Escrowed Shares were
not  eligible for  release;  (b) if the  combined  EBITDA of Cherry U.K. and the
surviving  corporation  of the U.S.  Merger  for the Second  Performance  Period
equals or exceeds  $52,775,000,  then the Escrowed  Shares  related to the Third
Performance  Period shall be released on February  15, 2000;  and (c) all of the
Escrowed Shares shall be released upon a Change of Control (except to the extent
that the ability to earn such shares has been lost under this Article 4) and the
transfer restrictions set forth in Sections 2.2 and 4.4 shall not apply.

     Section  4.4.  Transfer  Restrictions.   Notwithstanding  anything  to  the
contrary  contained  herein, no holder of the Escrowed Shares upon their release
may,  until the 180th day following the release date thereof,  without the prior
written consent of New World Access,  offer, sell, contract to sell or otherwise
dispose of, directly or indirectly,  any such shares or any security convertible
into or exchangeable or exercisable therefor, either publicly or privately.

     Section 4.5.  Contingent  Escrowed Option Shares. The provisions of Section
4.1 through 4.4 shall apply mutatis  mutandis to the Contingent  Escrowed Option
Shares.


                                   ARTICLE 5.
                        REPRESENTATIONS AND WARRANTIES OF
                        WORLD ACCESS AND NEW WORLD ACCESS

         In order to induce  Shareholder  to enter  into this  Agreement,  World
Access and New World  Access,  jointly and  severally,  represent and warrant to
Shareholder  that,  except as set forth in the World Access SEC Documents or the
Disclosure  Schedule to be delivered by World Access to  Shareholder  within ten
(10) Business Days of the date hereof (the "World Access Disclosure  Schedule"),
which World Access  Disclosure  Schedule shall  identify  exceptions by specific
Section references:

     Section 5.1.  Authority.  Each of World Access and New World Access has all
requisite  corporate  power and  authority to execute,  deliver and perform this
Agreement and the  Ancillary  Documents to be executed by them and to consummate
the transactions  contemplated hereby and thereby. The execution and delivery of
this Agreement by World Access and New World Access and the  consummation of the
transactions  contemplated on their part hereby have been duly authorized by all
necessary  corporate action,  and, other than the approval of New World Access's
stockholders  contemplated by Section 7.4 hereof, no other corporate proceedings
on the part of  either  World  Access  or New  World  Access  are  necessary  to
authorize the consummation of the transactions  contemplated on their part. This
Agreement  has been duly  executed  and  delivered by World Access and New World
Access and  constitutes,  and each of the  Ancillary  Documents  to be signed at
Closing, when executed and delivered by World Access or New World Access (as the
case may be) will constitute, a valid and binding obligation of World Access and
New World Access (as the case may be),  enforceable  against them in  accordance
with their respective terms,  except to the extent that such  enforceability may
be limited by applicable  bankruptcy,  insolvency,  reorganization  or other law
affecting the  enforcement of creditors'  rights  generally or by general equity
principles.

     Section 5.2.  Organization,  Qualification,  and Corporate  Power.  Each of
World Access and its  Subsidiaries  is a  corporation  duly  organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation.  Each of World Access and its Subsidiaries is duly authorized and
qualified  to conduct  business and is in good  standing  under the laws of each
jurisdiction where such qualification is required, except where the lack of such
qualification  would not have a World Access Material  Adverse  Effect.  Each of
World Access and its  Subsidiaries  has full  corporate  power and  authority to
carry on the  businesses  in  which it is  engaged  and to own,  lease,  use and
operate the properties owned, leased, used and operated by it. The copies of the
Certificate of  Incorporation  and the Bylaws of World Access and the equivalent
organizational documents of each of its Subsidiaries, which have previously been
made  available to  Shareholder,  are true,  complete and correct copies of such
documents as in effect as of the date of this Agreement.

     Section 5.3. Capitalization.  The entire authorized common capital stock of
World  Access  consists of  40,000,000  shares of World Access  Stock,  of which
21,848,701  shares were  issued and  outstanding  as of May 8, 1998.  The entire
authorized  common  capital  stock of New World  Access  consists of  40,000,000
shares of New World Access Stock,  of which 1,000 were issued and outstanding as
of May 8, 1998.  No shares of World  Access  Stock or New World Access Stock are
held in treasury. All of the issued and outstanding shares of World Access Stock
have been duly authorized and are validly issued, fully paid, and nonassessable.
Except as disclosed in the World Access SEC Documents,  there are no outstanding
or  authorized  options,   warrants,   purchase  rights,   subscription  rights,
conversion rights, exchange rights, or other contracts or commitments that could
require  World Access or any of its  Subsidiaries  to issue,  sell, or otherwise
cause to become  outstanding any of its capital stock.  There are no outstanding
or authorized  stock  appreciation,  phantom  stock,  profit  participation,  or
similar rights with respect to World Access and its  Subsidiaries.  World Access
and its Subsidiaries  have no outstanding  bonds,  debentures,  notes or similar
obligations  the holders of which have the right to vote  generally with holders
of World Access Stock or New World Access Stock.

     Section 5.4.  Non-contravention.  Neither the execution and the delivery of
this  Agreement  or  the  Ancillary  Documents,  nor  the  consummation  of  the
transactions  contemplated hereby or thereby, will (a) violate any constitution,
statute, regulation, rule, injunction,  judgment, order, decree, ruling, charge,
or other restriction of any government,  governmental  agency, or court to which
World  Access or any of its  Subsidiaries  is  subject or any  provision  of the
charter  or bylaws of any of World  Access  or any of its  Subsidiaries;  or (b)
except with  respect to those  agreements  for which  Consent  shall be obtained
prior to Closing,  conflict  with,  result in a breach of,  constitute a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
World Access or any of its Subsidiaries is a party or by which it is bound or to
which any of its assets is subject (or result in the  imposition of any Security
Interest upon any of its assets), except where the violation,  conflict, breach,
default, acceleration, termination, modification,  cancellation, failure to give
notice,  or Security  Interest  would not have a World Access  Material  Adverse
Effect.  Except for Consents  required  under or in relation to the (a) HSR Act,
(b) the Communications Act and any rates, regulations, practices and policies of
the FCC, (b) state  securities or "blue sky" laws, (d) the  Securities  Act, (e)
the Exchange  Act, (f) the DGCL,  (g) laws,  rules,  regulations,  practices and
orders of any PUC,  foreign  telecommunications  regulatory  agencies or similar
state or foreign regulatory bodies, (h) rules and regulations of NASDAQ, and (i)
such  Consents and filings the failure of which to make or obtain would not have
a World Access  Material  Adverse  Effect,  neither  World Access nor any of its
Subsidiaries  is required to give any notice to, make any filing with, or obtain
any Consent of any  Regulatory  Authority in order for the Parties to consummate
the transactions contemplated by this Agreement and the Ancillary Documents. All
consents,  approvals, orders,  authorizations,  registrations,  declarations and
filings  required  under or in  relation  to any of the  foregoing  clauses  (a)
through (h) are hereinafter referred to collectively as the "Required Consents."

     Section 5.5. Brokers' Fees. None of World Access or any of its Subsidiaries
has any liability or  obligation,  contingent  or otherwise,  to pay any fees or
commissions or similar payments to any broker,  finder, or agent with respect to
the  transactions  contemplated  by this Agreement and the Ancillary  Documents,
except to The Robinson-Humphrey  Company,  Inc., whose fees and expenses will be
paid by World Access in accordance  with its agreement with such firm based upon
arrangements  made by or on behalf of World Access and  previously  disclosed to
Cherry U.K.

     Section  5.6.  World  Access SEC  Documents.  Each of World  Access and its
Subsidiaries  has  timely  filed  with the SEC all  forms,  reports,  schedules,
statements,  exhibits  and  other  documents  required  to be  filed by it since
December  31, 1995 with the SEC (such  documents,  as  supplemented  and amended
since the time of filing,  collectively,  the "World Access SEC Documents"). The
World Access SEC  Documents,  including  any  financial  statements or schedules
included therein, at the time filed (and, in the case of registration statements
and proxy  statements,  on the dates of effectiveness  and the dates of mailing,
respectively)  (a) did not contain any untrue  statement  of a material  fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading,  and (b) complied in all material  respects with
the applicable  requirements  of the Exchange Act and the Securities Act, as the
case may be. The consolidated financial statements (including the related notes)
of World Access  included in the World Access SEC  Documents  (the "World Access
Financial  Statements")  comply  as  to  form  in  all  material  respects  with
applicable  accounting  requirements  and the published rules and regulations of
the SEC with respect thereto,  were prepared in accordance with GAAP (except, in
the case of unaudited statements,  as permitted by Form 10-Q of the SEC) applied
on a consistent basis during the periods involved (except as may be indicated in
the  notes  thereto),  and  fairly  present  (subject  in the case of  unaudited
statements  to the absence of footnotes  and to normal,  recurring  and year-end
audit adjustments  which will not be material  individually or in the aggregate)
the consolidated  financial position of World Access as of the dates thereof and
the  consolidated  results of its operations and cash flows for the periods then
ended.

     Section 5.7. Events Subsequent to World Access Most Recent Fiscal Year End.
Since the World Access Most Recent Fiscal Year End, there has not been any World
Access  Material  Adverse  Effect.   Without  limiting  the  generality  of  the
foregoing, since that date:

                  (a) none of World Access or any of its  Subsidiaries has sold,
leased,  transferred,  or assigned any material assets,  tangible or intangible,
outside the Ordinary Course of Business;

                  (b)  none  of  World  Access  or any of its  Subsidiaries  has
entered into any material  agreement,  contract,  lease,  or license outside the
Ordinary Course of Business;

                  (c)  no  party   (including   World   Access  or  any  of  its
Subsidiaries) has accelerated,  terminated,  made material  modifications to, or
canceled any material  agreement,  contract,  lease,  or license to which any of
World  Access or any of its  Subsidiaries  is a party or by which any of them is
bound;

                  (d)  none  of  World  Access  or any of its  Subsidiaries  has
imposed any Security Interest upon any of its assets, tangible or intangible;

                  (e) none of World Access or any of its  Subsidiaries  has made
any material capital expenditures outside the Ordinary Course of Business;

                  (f) none of World Access or any of its  Subsidiaries  has made
any material  capital  investment  in, or any material loan to, any other Person
outside the Ordinary Course of Business;

                  (g)  World  Access  and its  Subsidiaries  have  not  created,
incurred, assumed, or guaranteed more than $10,000,000 in aggregate indebtedness
(other than  internal debt between  World Access  and/or its  Subsidiaries)  for
borrowed money and capitalized lease obligations;

                  (h) other than is normal and  customary  with respect to their
respective  businesses,  none of World  Access  or any of its  Subsidiaries  has
granted any license or sublicense  of any material  rights under or with respect
to any Intellectual Property;

                  (i) there has been no change made or authorized in the charter
or bylaws of World Access or any of its Subsidiaries;

                  (j)  none  of  World  Access  or any of its  Subsidiaries  has
issued,  sold, or otherwise disposed of any of its capital stock, or granted any
options,  warrants,  or other  rights  to  purchase  or obtain  (including  upon
conversion, exchange or exercise) any of its capital stock;

                  (k)  none  of  World  Access  or any of its  Subsidiaries  has
declared,  set aside, or paid any dividend or made any distribution with respect
to its capital  stock  (whether in cash or in kind) or redeemed,  purchased,  or
otherwise acquired any of its capital stock;

                  (l)  none  of  World  Access  or any of its  Subsidiaries  has
experienced any material damage, destruction, or loss (whether or not covered by
insurance) to its property;

                  (m) none of World Access or any of its  Subsidiaries  has made
any loan to, or entered into any other  transaction  with, any of its directors,
officers, and employees outside the Ordinary Course of Business;

                  (n)  none  of  World  Access  or any of its  Subsidiaries  has
entered into any employment contract or collective bargaining agreement, written
or oral, or modified the terms of any existing such contract or agreement;

                  (o)  none  of  World  Access  or any of its  Subsidiaries  has
granted any increase in the base compensation of any of its directors,  officers
or employees outside the Ordinary Course of Business;

                  (p)  none  of  World  Access  or any of its  Subsidiaries  has
adopted, amended, modified, or terminated any bonus, profit-sharing,  incentive,
severance,  or other plan, contract, or commitment for the benefit of any of its
directors, officers, and employees (or taken any such action with respect to any
other Employee Benefit Plan);

                  (q) none of World Access or any of its  Subsidiaries  has made
any other material change in employment terms for any of its directors, officers
or employees outside the Ordinary Course of Business; and

                  (r)  none  of  World  Access  or any of its  Subsidiaries  has
committed to any of the foregoing.

     Section 5.8.  Undisclosed  Liabilities.  None of World Access or any of its
Subsidiaries has any material liability (whether asserted or unasserted, whether
absolute or  contingent,  whether  accrued or  unaccrued,  and whether due or to
become due,  including any liability for taxes),  except for (a) liabilities set
forth in the World Access Most Recent  Balance Sheet and (b)  liabilities  which
have arisen since the date of the World Access Most Recent  Balance Sheet in the
Ordinary Course of Business.

     Section 5.9.  Opinion of Financial  Advisor.  World Access has received the
opinion  of  The  Robinson-Humphrey  Company,  Inc.,  dated  the  date  of  this
Agreement,  that, as of such date, the Consideration to be paid hereunder and in
connection  with the U.S.  Merger is fair,  from a financial  point of view,  to
World Access.

     Section 5.10. Litigation.  Neither World Access nor any of its Subsidiaries
(a) is subject to any outstanding injunction,  judgment,  order, decree, ruling,
or charge or (b) is a party or, to the Knowledge of World Access,  is threatened
to be made a party to any action,  suit,  proceeding,  hearing, or investigation
of, in, or before any court or quasi-judicial  or  administrative  agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator, and, to
the Knowledge of World Access, no reasonable basis therefor exists.


                                   ARTICLE 6.
                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

         In order to induce World Access and New World Access to enter into this
Agreement,  Shareholder  represents  and  warrants to World Access and New World
Access that,  except as set forth in the Disclosure  Schedule to be delivered by
Shareholder  to World Access  within ten (10)  Business  Days of the date hereof
(the  "Shareholder  Disclosure  Schedule"),  which shall identify  exceptions by
specific Section references:

     Section 6.1.  Authority.  Shareholder has all requisite power and authority
and has full legal  capacity and is  competent  to execute,  deliver and perform
this  Agreement  and  the  Ancillary  Documents  to be  executed  by it  and  to
consummate the transactions contemplated hereby and thereby. Cherry U.K. has all
requisite  corporate  power and  authority to execute,  deliver and perform this
Agreement and the Ancillary Documents to be executed by it and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement by Cherry U.K. and the consummation of the  transactions  contemplated
on its part hereby have been duly authorized by all necessary  corporate  action
and no other  corporate  proceedings  on its part is necessary to authorize  the
consummation  of the  transactions  contemplated on its part. This Agreement has
been duly executed and delivered by Shareholder and Cherry U.K. and constitutes,
and each of the Ancillary  Documents to be signed at Closing,  when executed and
delivered by Shareholder or Cherry U.K. (as the case may be) will constitute,  a
valid and binding  obligation  of  Shareholder  and Cherry U.K. (as the case may
be),  enforceable against them in accordance with their respective terms, except
to the extent that such enforceability may be limited by applicable  bankruptcy,
insolvency,  reorganization or other law affecting the enforcement of creditors'
rights generally or by general equity principles.

     Section 6.2.  Organization,  Qualification,  and Corporate  Power.  Each of
Cherry U.K.  and its  Subsidiaries  is a  corporation  duly  organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation.  Each of Cherry U.K. and its  Subsidiaries is duly authorized and
qualified  to conduct  business and is in good  standing  under the laws of each
jurisdiction where such qualification is required, except where the lack of such
qualification  would not have a Cherry U.K.  Material  Adverse  Effect.  Each of
Cherry U.K. and its Subsidiaries has full corporate power and authority to carry
on the businesses in which it is engaged and to own, lease,  use and operate the
properties  owned,  leased,  used and operated by it. The copy of the Memorandum
and  Articles  of  Cherry  U.K.  to be set forth in the  Shareholder  Disclosure
Schedule is complete,  accurate and up to date and has embodied in or annexed to
it copies of all  Resolutions  referred to in Section 380  Companies  Act passed
prior to the date of this Agreement.  No such Resolutions have been passed since
the date of the Cherry U.K. Most Recent Balance Sheet and the Shareholder  shall
procure that no such  Resolutions  shall be passed by Cherry U.K. after the date
of this  Agreement  without the prior written  consent of New World Access.  The
Register  of Members  and all other  Statutory  Books of Cherry  U.K.  have been
properly kept and contain a true,  accurate and complete  record of the business
affairs and financial position of and all material transactions entered into and
material  liabilities  incurred by Cherry U.K. or to which it has become a party
and all matters with which they should deal. No notice or allegation that any of
such  documents  are incorrect or should be rectified has been received and such
documents  have been retained by Cherry U.K. for such periods as may be required
by all applicable laws.

     Section 6.3. Capitalization.  The entire authorized capital stock of Cherry
U.K.  consists of 50,000 shares of Cherry U.K.  Stock, of which 50,000 shares of
Cherry U.K. Stock are issued and outstanding.  All of the issued and outstanding
shares of Cherry U.K. have been duly authorized and are validly issued and fully
paid. There are no outstanding or authorized options, warrants, purchase rights,
subscription rights,  conversion rights,  exchange rights, or other contracts or
commitments  that could require Cherry U.K. or any of its Subsidiaries to issue,
sell, or otherwise cause to become  outstanding any of its capital stock.  There
are no  outstanding or authorized  stock  appreciation,  phantom  stock,  profit
participation,   or  similar   rights  with  respect  to  Cherry  U.K.  and  its
Subsidiaries.  Cherry  U.K.  and its  Subsidiaries  have no  outstanding  bonds,
debentures,  notes or other  similar  obligations  the holders of which have the
right to vote  generally with holders of Cherry U.K.  Stock.  Shareholder is the
legal and beneficial owner of the Shares,  and the Shares will be transferred to
New World  Access with full legal and  beneficial  title,  free and clear of all
Liens and Security Interests.  Shareholder has the power,  authority,  right and
capacity  to  transfer  and  deliver  legal and  beneficial  title to the Shares
pursuant  to  this  Agreement  and,  except  as set  forth  in  the  Shareholder
Disclosure Schedule, is not a party to or bound by any agreement, arrangement or
option  restricting in any manner the sale and transfer of any of the Shares. No
power of  attorney  given by Cherry U.K.  or any of its  Subsidiaries  is now in
force or effect.

     Section 6.4.  Non-contravention.  Neither the execution and the delivery of
this  Agreement  or  the  Ancillary  Documents,  nor  the  consummation  of  the
transactions  contemplated hereby or thereby, will (a) violate any constitution,
statute, regulation, rule, injunction,  judgment, order, decree, ruling, charge,
or other restriction of any government,  governmental  agency, or court to which
Shareholder, Cherry U.K. or any of its Subsidiaries are subject or any provision
of the  memorandum  and  articles of  association  and any other  organizational
documents of Cherry U.K. or any of its Subsidiaries;  or (b) except with respect
to those  agreements  for which  Consent  shall be  obtained  prior to  Closing,
conflict with, result in a breach of, constitute a default under,  result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement,  contract, lease, license,
instrument, or other arrangement to which Shareholder, Cherry U.K. or any of its
Subsidiaries is a party or by which it is bound or to which any of its assets is
subject (or result in the  imposition  of any Security  Interest upon any of its
assets), except where the violation,  conflict,  breach, default,  acceleration,
termination,  modification,  cancellation,  failure to give notice,  or Security
Interest would not have a Cherry U.K.  Material  Adverse Effect.  Except for the
Required  Consents and such Consents and filings the failure of which to make or
obtain would have a Cherry U.K.  Material Adverse Effect,  neither  Shareholder,
Cherry U.K.,  nor any  Subsidiary  of Cherry U.K. is required to give any notice
to, make any filing with, or obtain any Consent of any  Regulatory  Authority in
order for the  Parties  to  consummate  the  transactions  contemplated  by this
Agreement  or the  Ancillary  Documents.  None  of  Cherry  U.K.  nor any of its
Subsidiaries has, directly or indirectly,  provided any financial assistance for
the purpose of the acquisition of shares in it or for the purpose of reducing or
discharging  any  liability  incurred in such an  acquisition.  No member of the
Cherry U.K. Group has in the previous five years been party to any  transactions
to which  Sections  238 to 246  (inclusive)  of the  Insolvency  Act 1986 may be
applicable.

     Section 6.5.  Brokers' Fees.  Neither  Shareholder  nor Cherry U.K. has any
liability or obligation, contingent or otherwise, to pay any fees or commissions
or  similar  payments  to any  broker,  finder,  or agent  with  respect  to the
transactions contemplated by this Agreement or the Ancillary Documents.

     Section 6.6. Title to Assets.  Each of Cherry U.K. and its Subsidiaries has
good and marketable title to all of its material properties and assets, real and
personal, tangible and intangible, used by it, located on its premises, or shown
on the Cherry U.K. Most Recent Balance Sheet or acquired after the date thereof,
free and clear of all  Security  Interests,  except  for  properties  and assets
disposed of in the Ordinary Course of Business since the date of the Cherry U.K.
Most Recent  Balance Sheet.  All leases  pursuant to which Cherry U.K. or any of
its Subsidiaries  leases from other Persons material amounts of real or personal
property are in good  standing,  valid and  effective in  accordance  with their
respective  terms, and there is not, to the Knowledge of Shareholder,  under any
of such  leases,  any  existing  material  default or event of default (or event
which,  with  notice or lapse of time,  or both,  would  constitute  a  material
default) except where lack of such good standing,  validity and effectiveness or
the  existence  of such  default or event of  default  would not  reasonably  be
expected to have a Cherry U.K. Material Adverse Effect. All title deeds relating
to the assets of Cherry U.K. and its  Subsidiaries  and an executed  copy of all
material agreements to which it or any of its Subsidiaries is a party are in the
possession of Cherry U.K. or the relevant Subsidiary.

     Section 6.7.  Subsidiaries.  The Shareholder Disclosure Schedule sets forth
for Cherry U.K. and each  Subsidiary of Cherry U.K. true,  complete and accurate
details of (a) its name and the jurisdiction of incorporation, (b) the number of
shares of authorized  capital stock of each class of its capital stock,  (c) the
number of issued and outstanding  shares of each class of its capital stock, the
names of the holders thereof, and the number of shares held by each such holder,
(d) the number of shares of its capital stock held in treasury, (e) the names of
its directors and secretary and (f) its  accounting  reference  date. All of the
issued and outstanding shares of capital stock of each Subsidiary of Cherry U.K.
have been duly authorized and are validly issued,  fully paid, and nonassessable
and were issued in accordance  with  applicable  United States federal and state
securities laws or the Companies Acts and laws of England and Wales, as the case
may be. Cherry U.K. holds of record and owns legally and beneficially all of the
outstanding  shares of each  Subsidiary  of Cherry  U.K.,  free and clear of any
Liens,  restrictions on transfer (other than  restrictions  under the Securities
Act and state securities laws), taxes,  Security Interests,  options,  warrants,
purchase rights,  contracts,  commitments,  equities and demands. Other than the
Cherry U.K. Options,  there are no outstanding or authorized options,  warrants,
purchase rights,  subscription  rights,  conversion rights,  exchange rights, or
other contracts or commitments that could require Cherry U.K. to sell, transfer,
or otherwise  dispose of any capital  stock of any of its  Subsidiaries  or that
could require any such  Subsidiary to issue,  sell, or otherwise cause to become
outstanding  any of its  own  capital  stock.  There  are no  outstanding  stock
appreciation,  phantom  stock,  profit  participation,  or similar  rights  with
respect to any Subsidiary of Cherry U.K. There are no voting trusts, proxies, or
other  agreements  or  understandings  with respect to the voting of any capital
stock of any Subsidiary of Cherry U.K. None of Cherry U.K. and its  Subsidiaries
controls  directly  or  indirectly,   or  has  any  direct  or  indirect  equity
participation  in,  any  corporation,  partnership,  trust,  or  other  business
association which is not a Subsidiary of Cherry U.K.

     Section 6.8.  Financial  Statements.  The Shareholder  Disclosure  Schedule
includes  true and complete  copies of the  following  financial  statements  of
Cherry U.K.  (collectively,  the "Cherry U.K.  Financial  Statements"):  (a) the
unaudited  consolidated balance sheet and the unaudited  consolidated profit and
loss account and cash flow  statement and  statement of changes in  shareholders
funds for the fiscal  years ended  December  31, 1996 and 1997 (the "Cherry U.K.
Most Recent  Fiscal  Year End") and in  relation to each of Cherry U.K.  and its
Subsidiaries  the  unaudited  balance  sheet and the  unaudited  profit and loss
account for the Cherry  U.K.  Most Recent  Fiscal  Year End;  and (b)  unaudited
consolidated  balance sheets and profit and loss account and cash flow statement
(the "Cherry U.K.  Most Recent  Financial  Statements")  as of and for the three
months and year to date  period  ended  March 31, 1998 (the  "Cherry  U.K.  Most
Recent Fiscal Month End"). The Cherry U.K. Financial  Statements  (including the
notes  thereto)  comply with all  requirements  of the Companies  Act, all other
relevant  statutes  and  all  Relevant  Accounting  Standards  and in all  other
respects have been prepared in accordance with U.K. GAAP applied on a consistent
basis throughout the periods covered thereby and present fairly the consolidated
financial condition of Cherry U.K. as of such dates and the consolidated results
of  operations  of Cherry U.K. for such  periods;  provided,  however,  that the
Cherry U.K. Most Recent  Financial  Statements  are subject to normal  recurring
adjustments  (which will not be material  individually  or in the aggregate) and
lack footnotes and other presentation items.  Without limiting the generality of
the  foregoing,  the Cherry U.K.  Most Recent  Financial  Statements  accurately
reflect  anticipated  material  costs to  complete  all  contracts  or  services
pursuant to which Cherry U.K. or any of its  Subsidiaries  has agreed to furnish
products and services in accordance with U.K. GAAP applied on a basis consistent
with the Cherry U.K. Financial Statements for the Cherry U.K. Most Recent Fiscal
Year End.

     Section 6.9. Events  Subsequent to Cherry U.K. Most Recent Fiscal Year End.
Since the Cherry U.K. Most Recent Fiscal Year End, there has not been any Cherry
U.K. Material Adverse Effect.  Without limiting the generality of the foregoing,
since that date:

                  (a) none of Cherry  U.K. or any of its Subsidiaries  has sold,
leased,  transferred,  or assigned  any material assets, tangible or intangible,
outside the Ordinary Course of Business;

                  (b) none of Cherry U.K. or any of its Subsidiaries has entered
into any material  agreement,  contract,  lease, or license outside the Ordinary
Course of Business;

                  (c)  no  party   (including   Cherry   U.K.   or  any  of  its
Subsidiaries) has accelerated,  terminated,  made material  modifications to, or
canceled any material  agreement,  contract,  lease,  or license to which Cherry
U.K. or any of its Subsidiaries is a party or by which any of them is bound;

                  (d) none of Cherry U.K. or any of its Subsidiaries has imposed
any Security Interest upon any of its material assets, tangible or intangible;

                  (e) none of Cherry  U.K. or any of its  Subsidiaries  has made
any material capital expenditures outside the Ordinary Course of Business;

                  (f) none of Cherry  U.K. or any of its  Subsidiaries  has made
any material  capital  investment  in, or any material loan to, any other Person
outside the Ordinary Course of Business;

                  (g)  none  of  Cherry  U.K.  or any of  its  Subsidiaries  has
created,  incurred,  assumed,  or  guaranteed  more than  $50,000  in  aggregate
indebtedness for borrowed money and capitalized lease obligations;

                  (h) other than is normal and  customary  with respect to their
respective  businesses,  none of  Cherry  U.K.  or any of its  Subsidiaries  has
granted any license or sublicense  of any material  rights under or with respect
to any Intellectual Property;

                  (i)  there  has  been  no  change  made or  authorized  in the
memorandum  and articles of  association  of Cherry U.K. or the  memorandum  and
articles of association,  charter,  bylaws or other organizational  documents of
any  of  its  Subsidiaries  and  no  resolution  of  Cherry  U.K.  or any of its
Subsidiaries has been passed in general meeting;

                  (j) none of Cherry U.K. or any of its Subsidiaries has issued,
sold, or otherwise disposed of any of its capital stock, or granted any options,
warrants,  or other  rights to purchase or obtain  (including  upon  conversion,
exchange or exercise) any of its capital stock;

                  (k)  none  of  Cherry  U.K.  or any of  its  Subsidiaries  has
declared,  set aside, or paid any dividend or made any distribution  (whether in
cash or in  kind) or  redeemed,  purchased,  or  otherwise  acquired  any of its
capital stock or reduced its capital stock;

                  (l)  none  of  Cherry  U.K.  or any of  its  Subsidiaries  has
experienced any material damage, destruction, or loss (whether or not covered by
insurance) to its property;

                  (m) none of Cherry  U.K. or any of its  Subsidiaries  has made
any loan to, or entered into any other  transaction  with, any of its directors,
officers, and employees outside the Ordinary Course of Business;

                  (n) none of Cherry U.K. or any of its Subsidiaries has entered
into any  material  employment  contract  or  collective  bargaining  agreement,
written  or oral,  or  modified  the  terms of any  existing  such  contract  or
agreement outside the Ordinary Course of Business;

                  (o) none of Cherry U.K. or any of its Subsidiaries has granted
any  increase  in the base  compensation  of any of its  directors,  officers or
employees outside the Ordinary Course of Business;

                  (p)  none  of  Cherry  U.K.  or any of  its  Subsidiaries  has
adopted, amended, modified, or terminated any bonus, profit-sharing,  incentive,
severance,  or other plan, contract, or commitment for the benefit of any of its
directors, officers, and employees (or taken any such action with respect to any
other Employee Benefit Plan);

                  (q) none of Cherry  U.K. or any of its  Subsidiaries  has made
any  other  material  change  in  employment  terms  for  any of its  directors,
officers, and employees outside the Ordinary Course of Business; and

                  (r) none  of  Cherry  U.K.  or  any  of  its  Subsidiaries has
committed to any of the foregoing.

     Section 6.10.  Undisclosed  Liabilities.  None of Cherry U.K. or any of its
Subsidiaries has any material liability (whether asserted or unasserted, whether
absolute or  contingent,  whether  accrued or  unaccrued,  and whether due or to
become due,  including any liability for taxes),  except for (a) liabilities set
forth in the Cherry U.K.  Most Recent  Balance Sheet and (b)  liabilities  which
have arisen  since the date of Cherry  U.K.  Most  Recent  Balance  Sheet in the
Ordinary  Course of  Business.  Cherry  U.K.  has not  applied for and is not in
receipt of any grant,  subsidy or other financial assistance from any government
department, local authority or other body.

     Section 6.11. Legal  Compliance.  Each of Shareholder,  Cherry U.K. and its
Subsidiaries   has  complied  with  all  applicable   laws   (including   rules,
regulations, codes, ordinances, plans, injunctions,  judgments, orders, decrees,
rulings, and charges thereunder) of the United States federal,  state and local,
and any foreign  governments  (and all agencies  thereof) and with the Companies
Act, the European Communities Act and all European Community legislation, and no
action, suit, proceeding,  hearing,  investigation,  charge,  complaint,  claim,
demand,  or  notice  has  been  filed  or  commenced  or,  to the  Knowledge  of
Shareholder,  threatened  against it alleging  any failure so to comply,  except
where the  failure  to  comply  would not have a Cherry  U.K.  Material  Adverse
Effect. All dividends and distributions declared, made or paid by Cherry U.K. or
any of its  Subsidiaries  at any time  were,  when  declared,  made or paid,  in
accordance  with  the  requirements  of the  general  law  and the  Articles  of
Association of the relevant company.

     Section 6.12. Tax Matters.  The Shareholder  Disclosure Schedule contains a
list  of  the  countries  and  jurisdictions  (whether  the  United  Kingdom  or
otherwise) to which any Taxes are properly payable by any of Cherry U.K. and its
Subsidiaries.  Except with  respect to any such  matters  that would not, in the
aggregate, have a Cherry U.K. Material Adverse Effect:

                  6.12.1.  Cherry  U.K.  and  its  Subsidiaries  have  duly  and
punctually  paid all Taxes  which they are or have been liable to pay or account
for prior to the date of this  Agreement  and has made proper  provision  in the
Cherry U.K. Financial  Statements in respect of all Taxes which they will or may
become  liable to pay or  account  for in respect  of all  accounting  and other
periods ending on or before the date of this Agreement.

                  6.12.2.  The  amount of  deferred  taxation  contained  in the
Cherry U.K. Financial  Statements was at the Cherry U.K. Most Recent Fiscal Year
End adequate and in accordance  with generally  accepted  accountancy  practices
and, in  particular,  was  calculated in accordance  with SSAP 15. If the Cherry
U.K. Financial Statements were to be drawn as at the date of this Agreement, the
provision  for deferred  taxation that would be made in them would be no greater
than that stated in the Cherry U.K. Financial Statements.

                  6.12.3.  Cherry U.K. and its  Subsidiaries  have  properly and
punctually  deducted and  accounted  for Taxes which they have been  required to
deduct or for which  they  have been  required  to  account  in  respect  of any
payments made (or deemed to have been made) by them. In particular,  Cherry U.K.
and its Subsidiaries  have properly  operated the PAYE system and have duly made
all deductions and payments required to be made in respect of National Insurance
contributions (including employer's contributions).

                  6.12.4.  Cherry  U.K.  and  its  Subsidiaries  have  duly  and
punctually  made all returns and given or delivered all notices and accounts and
information  and have made all claims,  disclaimers  and  elections  which on or
before the date of this  Agreement  ought to have been made,  given or delivered
for the  purposes of Taxes or which have been  assumed  for the  purposes of the
Cherry U.K. Financial Statements.

                  6.12.5.   There  is  no  material   dispute  or   disagreement
outstanding  nor is any  contemplated at the date of this Agreement with any Tax
authority  regarding:  (a) the  computation  of any gains  profits  or losses of
Cherry U.K. or its  Subsidiaries for the purposes of Taxes; or (b) any liability
or potential  liability to Taxes (including  penalties or interest)  recoverable
from any of Cherry U.K. or any of its  Subsidiaries;  or (c) the availability to
any of Cherry U.K. or its Subsidiaries of any relief from Taxes.

                  6.12.6.  Each of Cherry U.K. and its  Subsidiaries  is not and
will not become  liable to pay,  reimburse or indemnify any person in respect of
Taxes in consequence  of failure by that or any other person to discharge  those
Taxes (whether within any specified period or otherwise) where such Taxes relate
to a profit, income, gain, transaction, event, omission or circumstance arising,
occurring  or deemed to arise or occur  (whether  wholly or partly) on or before
the date of this Agreement.

                  6.12.7.   The  Shareholder   Disclosure   Schedule  lists  all
concessions,  agreements and other formal or informal  arrangements with any Tax
authority  (other than such as are  published  by a Tax  authority in the United
Kingdom) from which any of Cherry U.K. and its Subsidiaries has or will benefit,
or by which it is bound,  and (in either  case)  which are extant on the date of
this Agreement.

                  6.12.8.  Each of Cherry U.K.  and its  Subsidiaries  maintains
complete and up to date information accounts and records of all transactions and
activities  in which it has been involved and of its Taxes affairs which will or
may be relevant for  calculating  any Taxes liability of each of Cherry U.K. and
its Subsidiaries: (a) for any accounting or other period ending on or before the
date of this  Agreement  or in respect of any event  occurring on or before this
date as to which no final agreement  relating to Taxes has yet been reached with
the relevant Tax  authority;  (b) for any such period ending or event  occurring
after the date of this Agreement; and (c) as required by law.

                  6.12.9.  Each of Cherry U.K. and its  Subsidiaries  has not in
the past six  years  ending  on the date of this  Agreement  been a party to any
scheme or  arrangement:  (a) in respect of which the main  purpose or one of the
main purposes was the avoidance,  reduction or deferral of a liability to Taxes;
(b) in  respect  of which  any  Taxes  clearance  has been or  should  have been
obtained;  or (c) which was or included a  reorganization  or  reduction  of the
share capital of any of Cherry U.K. or its Subsidiaries.

                  6.12.10. Each of Cherry U.K. and its Subsidiaries has not been
party to any scheme or arrangement  as a result of which on the future  disposal
of any  asset  owned  on the  date  of  this  Agreement  the  allowable  loss or
chargeable  gain  otherwise  arising or any  liability  to Taxes is liable to be
adjusted by any Tax authority.

                  6.12.11.  Each of Cherry U.K. and its  Subsidiaries has not in
the six years ending on the date of this  Agreement  carried out or been engaged
in any  transaction  or arrangement in respect of which there has been or may be
substituted  for the  consideration  given or received by any of Cherry U.K. and
its Subsidiaries  (including a nil consideration) a different  consideration for
Taxes purposes,  and none of Cherry U.K. and its  Subsidiaries has an obligation
to enter into any such transaction or arrangement in the future.

                  6.12.12.  Each of Cherry  U.K.  and its  Subsidiaries  has not
since the Cherry U.K.  Most Recent  Fiscal Year End made or incurred  and is not
liable to make or incur any  payments  or  expenditure  in excess of $100,000 in
aggregate  which will not be wholly  deductible in computing its taxable profits
or which will not be a charge on income or otherwise  allowable for the purposes
of corporation tax whether on the grounds of being a dividend or distribution or
for any other reason.

                  6.12.13.  Each of Cherry  U.K.  and its  Subsidiaries  has not
since  the  Cherry  U.K.  Most  Recent  Fiscal  Year End  disposed  of any asset
otherwise than in the Ordinary Course.

                  6.12.14. Otherwise than Cherry U.K. and its Subsidiaries taken
together,  each of Cherry U.K. and its  Subsidiaries  has not at any time in the
six years ending on the Cherry U.K..  Most Recent  Fiscal Year End been a member
of a group of companies for Taxes purposes.

                  6.12.15.  The  Shareholder  Disclosure  Schedule  details  all
relevant  surrenders  of or claims for group relief or Advance  Corporation  Tax
("ACT")  which affect each of Cherry U.K. and its  Subsidiaries  for  accounting
periods  in  respect  of which  no final  agreement  has been  reached  with the
relevant  Tax  authority  as to its Taxes  affairs or which were made in the six
years ending with the date of this Agreement. All such surrenders and claims are
valid and have been or will be allowed by the  relevant Tax  authority.  None of
Cherry U.K. and its  Subsidiaries has made or received any payment in respect of
a claim for or surrender of group relief or ACT which could in any circumstances
be liable to be refunded.

                  6.12.16.  None of Cherry U.K.  and its  Subsidiaries  owns any
asset  which it  acquired  within the period of six years  ending on the date of
this  Agreement  from another  company  which was at the date of  acquisition  a
member of the same group of companies as Cherry U.K. and its Subsidiaries.

                  6.12.17. No asset of any company shall be deemed under Section
178 or 179 Taxation of Chargeable  Gains Act 1992 ("TCGA") to have been disposed
of and  reacquired  by  virtue  of or in  consequence  of the  entering  into or
performance  of this  Agreement  or any other event  after the Cherry U.K.  Most
Recent Fiscal Year End.

                  6.12.18.  All  expenditures  which any of Cherry U.K.  and its
Subsidiaries have incurred or is liable to incur under any subsisting commitment
on the  provision of  machinery  or plant has  qualified or will qualify (if not
deductible as a trading expense) for capital allowances.

                  6.12.19.  All  allowances  available to any of Cherry U.K. and
its Subsidiaries in respect of capital expenditure incurred prior to the date of
this  Agreement  or to be  incurred  under  any  subsisting  commitment  will be
available in taxing the trade of the relevant company.

                  6.12.20.  None of the  assets  of any of Cherry  U.K.  and its
Subsidiaries  is or may be a long-life  asset within the meaning of Chapter IV A
of Part II Capital Allowances Act 1990.

                  6.12.21.  None  of  Cherry  U.K.  and its  Subsidiaries  is in
dispute  with any  Person as to any  entitlement  to  capital  allowances  under
Section 51 Capital  Allowances  Act 1990,  nor at the date of this Agreement are
there any circumstances which might give rise to such a dispute.

                  6.12.22.  All  documents  which  each of Cherry  U.K.  and its
Subsidiaries may be interested in the enforcement of have been duly stamped, and
there is no  liability  to any fine or penalty in respect  thereof nor are there
any  circumstances  which may result in any of Cherry U.K.  or its  Subsidiaries
becoming liable to any such fine or penalty.

                  6.12.23.  Each of Cherry U.K.  and its  Subsidiaries  has duly
registered for VAT purposes and has complied with all relevant provisions of the
Value Added Tax Act 1994 ("VATA") and  regulations  made or notices issued under
any legislation relating to VAT.

                  6.12.24.  Each of Cherry  U.K.  and its  Subsidiaries  has not
applied to become,  nor is it treated as, a member of a group of  companies  for
VAT purposes.

                  6.12.25.   The  Shareholder   Disclosure   Schedule   contains
particulars  (including  the date of the  acquisition)  of all capital  items to
which Part XV Value Added Tax Regulations 1995 may be applied.

                  6.12.26.  Neither  Cherry U.K.  and its  Subsidiaries  nor any
relevant  associate  of any of them  (within  the meaning of  paragraph  3(7) of
Schedule 10 to VATA) has made an election in accordance  with paragraphs 2 and 3
of Schedule 10 to VATA.

                  6.12.27.  In  respect  of any loan  relationship  (within  the
meaning  of Section 81  Finance  Act 1996) to which any of Cherry  U.K.  and its
Subsidiaries is a party,  the relevant company used a basis of accounting in the
Cherry U.K. Financial Statements which is an authorized  accounting method under
Section 85 of that Act.

                  6.12.28.  None of Cherry U.K. and its  Subsidiaries has been a
party to a loan relationship which had an unallowable purpose within the meaning
of paragraph 13 of Schedule 9 to the Finance Act 1996.

     Section 6.13. Real Property

                  6.13.1.   Neither Cherry U.K. nor any of its Subsidiaries owns
any real or freehold property.

                  6.13.2.  To the  Knowledge  of  Shareholder,  the  Shareholder
Disclosure  Schedule  lists and describes  briefly all real  property  leased or
subleased  to or  occupied  or used by  Cherry  U.K.  or its  Subsidiaries  (the
"Properties").  Cherry U.K. has been in possession of and shall deliver to World
Access  concurrent  with the  delivery of the  Shareholder  Disclosure  Schedule
correct and complete copies of the leases and subleases  together with all other
relevant  documents of title listed on the Shareholder  Disclosure  Schedule (as
amended to date). With respect to each material lease and sublease listed on the
Shareholder Disclosure Schedule:

                            (a) the lease or sublease is legal, valid,  binding,
enforceable,  and in full force and effect in all material respects;

                            (b) no party to the lease or sublease is in material
breach or default, and no event
has occurred which,  with notice or lapse of time,  would  constitute a material
breach  or  default  or  permit  termination,   modification,   or  acceleration
thereunder;

                            (c) no party to the lease or sublease has repudiated
any material provision thereof;

                            (d) there are no material disputes, oral agreements,
or forbearance programs in
effect as to the lease or sublease;

                            (e) neither Cherry U.K. nor any of its  Subsidiaries
has charged,  assigned,  leased,  transferred,  conveyed,  mortgaged,  deeded in
trust,  or  encumbered  any interest in the  leasehold or  subleasehold  and the
Properties are free from any options or agreements to do the same;

                            (f) all  facilities  leased or subleased  thereunder
have received all approvals of
governmental  authorities  (including material licenses and permits) required in
connection with the operation thereof,  and have been operated and maintained in
accordance  with  applicable  laws,  rules,  and  regulations  in  all  material
respects,  including  health and safety  provisions and  provisions  relating to
safety from fire.

     Section 6.14. Intellectual Property

                  6.14.1.  Each of Cherry U.K. and its Subsidiaries  owns, or is
licensed or otherwise  possesses legally enforceable rights to use, all patents,
trade  secrets,  trademarks,  trade names,  service marks,  copyrights,  and any
applications  therefor,  technology,  know-how,  computer  software  programs or
applications,  and tangible or intangible  proprietary  information  or material
that are used in its  business  as  currently  conducted,  except  as would  not
reasonably be expected to have a Cherry U.K. Material Adverse Effect.

                  6.14.2.  Except as would not  reasonably be expected to have a
Cherry  U.K.  Material  Adverse  Effect (a) neither  Cherry U.K.  nor any of its
Subsidiaries  is or will be, as a result of the  execution  and delivery of this
Agreement or the performance of its obligations  hereunder,  in violation of any
Third-Party  Intellectual  Property  Rights;  (b) no claims with  respect to the
patents,  registered  and material  unregistered  trademarks  and service marks,
copyrights,  registered designs, trade names and any applications therefor owned
by  Cherry  U.K.  or any of its  Subsidiaries  (the  "Cherry  U.K.  Intellectual
Property  Rights"),  any trade secret  material to Cherry  U.K.,  or Third Party
Intellectual  Property Rights to the extent arising out of any use, reproduction
or distribution of such Third Party  Intellectual  Property Rights by or through
Cherry  U.K.  or any of its  Subsidiaries,  are  currently  pending  or,  to the
Knowledge of Shareholder,  are overtly  threatened by any Person; and (c) Cherry
U.K.  does not know of any  valid  ground  for any bona fide  claims  (i) to the
effect that the manufacture,  sale, licensing or use of any product as now used,
sold or licensed or proposed  for use,  sale or license by Cherry U.K. or any of
its Subsidiaries infringes on any copyright,  patent,  trademark,  service mark,
registered design or trade secret, (ii) against the use by Cherry U.K. or any of
its  Subsidiaries of any  trademarks,  trade names,  trade secrets,  copyrights,
patents,  technology,  know-how or computer  software  programs and applications
used in the  business  of Cherry U.K. or any of its  Subsidiaries  as  currently
conducted  or as proposed to be  conducted,  (iii)  challenging  the  ownership,
validity or  effectiveness  of the Cherry U.K.  Intellectual  Property Rights or
other trade secret  material to Cherry U.K., or (iv)  challenging the license or
legally  enforceable  right to use of the  Third  Party  Intellectual  Rights by
Cherry U.K. or any of its Subsidiaries.

                  6.14.3. To the Knowledge of Shareholder, all material patents,
registered trademarks,  registered designs, service marks and copyrights held by
Cherry U.K. and its Subsidiaries  are valid and subsisting.  To the Knowledge of
Shareholder,   there  is  no  material   unauthorized   use,   infringement   or
misappropriation  of the Cherry U.K.  Intellectual  Property by any third party,
including  any  employee  or  former  employee  of  Cherry  U.K.  or  any of its
subsidiaries.  Cherry U.K. and each of its  Subsidiaries  has complied  with all
requirements  of the  Data  Protection  Act  1984  and in  particular:  (a)  has
registered as a data user under that Act for all purposes for which registration
is required by the business as carried on by Cherry  U.K.;  and (b) has complied
with the data  protection  principles.  No member of the Cherry  U.K.  Group has
received  any  notice  letter  or  complaint  alleging  a  breach  by it of  the
provisions  of the Data  Protection  Act 1984 and has no reason to believe  that
circumstances exist which may give rise to such a notice letter or complaint.

     Section 6.15.  Tangible Assets. The buildings,  machinery,  equipment,  and
other tangible  assets that Cherry U.K. and its  Subsidiaries  own and lease are
free  from  material  defects  (patent  and  latent),  have been  maintained  in
accordance with normal industry  practice,  and are in good operating  condition
and repair (subject to normal wear and tear).

     Section 6.16.  Inventory.  Neither Cherry U.K. nor any of its  Subsidiaries
owns any inventory.

     Section 6.17.  Contracts.  The  Shareholder  Disclosure  Schedule lists the
following  contracts  and other  agreements  to which  Cherry U.K. or any of its
Subsidiaries is a party:

                  (a) any  agreement  (or group of related  agreements)  for the
lease of personal property to or from any Person providing for lease payments in
excess of $25,000 per annum;

                  (b) any  agreement  (or group of related  agreements)  for the
purchase or sale of raw materials,  commodities,  supplies,  products,  or other
personal property, or for the furnishing or receipt of services, the performance
of  which  will  extend  over  a  period  of  more  than  one  year  or  involve
consideration in excess of $25,000;

                  (c) any agreement concerning a partnership or joint venture;

                  (d) any agreement (or group of related agreements) under which
it has created,  incurred,  assumed, or guaranteed any indebtedness for borrowed
money, or any capitalized lease obligation, in excess of $100,000 or under which
it has imposed a Security Interest on any of its assets, tangible or intangible;

                  (e) any material agreement concerning confidentiality or  non-
competition;

                  (f) any material  agreement with any Affiliates of Cherry U.K.
or any of its  Subsidiaries or any other Connected Person (as defined in Section
839 Income and Corporation Taxes Act 1988);

                  (g) any profit sharing,  stock option,  stock purchase,  stock
appreciation,  deferred  compensation,  severance,  or  other  material  plan or
arrangement for the benefit of its current or former  directors,  officers,  and
employees;

                  (h) any  agreement under  which any other  Person is  entitled
to act as agent for Cherry U.K. or any of its Subsidiaries;

                  (i) any  agreement for the  employment of any  individual on a
full-time,  part-time,  consulting, or other basis providing annual compensation
in excess of $100,000 or providing material severance benefits;

                  (j) any  agreement  under which it has  advanced or loaned any
amount to any of its directors,  officers,  and employees or any other Connected
Person outside the Ordinary Course of Business;

                  (k) any agreement under which the consequences of a default or
termination  could have a Cherry U.K.  Material Adverse Effect not identified on
any other Schedule hereto; and

                  (l) any other  agreement (or group of related  agreements) the
performance of which involves consideration in excess of $25,000.

         Cherry U.K. shall deliver to World Access  concurrent with the delivery
of the  Shareholder  Disclosure  Schedule or make  available for World  Access's
review a correct  and  complete  copy of each  written  agreement  listed in the
Shareholder  Disclosure  Schedule (as amended to date), which shall be deemed to
be Schedules for purposes of Section 14.12 hereof, and a written summary setting
forth the material terms and  conditions of each oral  agreement  referred to in
the  Shareholder  Disclosure  Schedule.  Except as set forth on the  Shareholder
Disclosure Schedule, to the Knowledge of Shareholder,  with respect to each such
agreement: (a) the agreement is legal, valid, binding,  enforceable, and in full
force and effect in all material respects; (b) no party is in material breach or
default,  and no event has  occurred  which  with  notice or lapse of time would
constitute a material breach or default, or permit termination, modification, or
acceleration,  under the agreement; and (c) no party has repudiated any material
provision of the agreement.

     Section  6.18.  Notes and  Accounts  Receivable.  All  notes  and  accounts
receivable of each of Cherry U.K. and its Subsidiaries are reflected properly on
its books and records, are valid receivables,  are current and collectible,  and
will be  collected in  accordance  with their terms at their  recorded  amounts,
subject  only to the  reserve  for bad debts set forth on the face of the Cherry
U.K. Most Recent  Balance  Sheet (rather than in any notes  thereto) as adjusted
for operations and transactions  through the Closing Date in the Ordinary Course
of Business of Cherry U.K.

     Section 6.19. Insurance.  Each of Cherry U.K. and its Subsidiaries has been
and is insured  with  respect to its  properties  and conduct of its business in
such  amounts  and  against  such risks as are  reasonable  in  relation  to its
business and will maintain such insurance at least through the Effective Time.

     Section 6.20.  Litigation.  Neither Cherry U.K. nor any of its Subsidiaries
(a) is subject to any outstanding injunction,  judgment,  order, decree, ruling,
or charge or (b) is a party or, to the Knowledge of  Shareholder,  is threatened
to be made a party to any action,  suit,  proceeding,  hearing, or investigation
of, in, or before any court or quasi-judicial  or  administrative  agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator,  and to
the Knowledge of Shareholder,  no reasonable basis therefor exists. No order has
been made,  petition presented or resolution passed for the winding up of Cherry
U.K. or any of its Subsidiaries.

     Section 6.21. Employees. To the Knowledge of Shareholder, no executive, key
employee,  or significant group of employees plans to terminate  employment with
Cherry U.K. or its Subsidiaries during the next six months.  Neither Cherry U.K.
nor any of its Subsidiaries is a party to or bound by any collective  bargaining
agreement or any agreement  with any trade union or any other body  representing
employees and neither Cherry U.K. nor any of its  Subsidiaries has done anything
that might result in such an agreement or arrangement being implied,  nor has it
experienced any strike or material  grievance,  claim of unfair labor practices,
or other organized labor or collective  bargaining dispute within the past three
years.

     Section 6.22. Employee Benefits

                  6.22.1.  The Cherry U.K. Plans are the only arrangements under
which Cherry U.K. and its Subsidiaries have or may have any obligation  (whether
or not legally  binding) to provide or  contribute  towards  pension,  lump sum,
death,  ill-health,  disability or accident benefits in respect of their past or
present officers and employees.

                  6.22.2. True and complete details of the Cherry U.K. Plans are
set out in the Shareholder  Disclosure  Schedule,  including in particular:  (a)
copies  of  all  documentation  governing  the  Cherry  U.K.  Plans  and  of any
announcements,  valuations  or  accounts  relating  to them;  (b) details of all
officers and  employees of Cherry U.K. and its  Subsidiaries  who are members of
the Cherry U.K. Plans, and of any other members of the Plans; (c) details of the
exercise  of any  powers  under the  Cherry  U.K.  Plans to  provide  additional
benefits in respect of any  members of the Plans;  and (d) details of the Cherry
U.K. Plans' assets and liabilities.

                  6.22.3.  The Cherry  U.K.  Plans are exempt  approved  schemes
within the meaning of Section 592 of the Income and Corporation  Taxes Act 1988,
and there is no reason why approval may be withdrawn.

                  6.22.4.  If any Cherry U.K.  Plan is a  contracted-out  scheme
within  the  meaning  of the  Pension  Schemes  Act  1993,  there  is in force a
contracting out certificate covering Cherry U.K. and its Subsidiaries, and there
is no reason why the certificate might be cancelled.

                  6.22.5.  No  proposal  or  announcement  has been  made to any
officer or employee of Cherry U.K. or its Subsidiaries  about the  introduction,
continuance,   increase  or  improvement  of  any  pension,   lump  sum,  death,
ill-health, disability or accident benefit.

                  6.22.6.  The  respective  assets of the Cherry U.K.  Plans are
sufficient to satisfy their respective  liabilities  (current and contingent) as
at the date of this Agreement.

                  6.22.7.  All  contributions  due to the Cherry U.K. Plans, all
insurance  premiums  due in respect of the Cherry  U.K.  Plans and all taxes and
expenses  in  respect  of the  Cherry  U.K.  Plans  have  been  duly  paid.  The
contributions  in respect of each Cherry  U.K.  Plan have been paid at the rates
recommended in the last actuarial valuation of such Plan.

                  6.22.8.  Cherry U.K., its Subsidiaries and the trustees of the
Cherry U.K. Plans have complied in all material  respects with their obligations
under and in respect of the Cherry U.K. Plans.

                  6.22.9.  No  discrimination on grounds of sex is or has at any
stage  been made in the  provision  of  pension,  lump sum,  death,  ill-health,
disability or accident benefits by Cherry U.K. or its Subsidiaries.

                  6.22.10.  No claims (other than routine  claims for benefits),
complaints  to the Pensions  Ombudsman or reports to the  Occupational  Pensions
Regulatory  Authority  have been made or are pending or threatened in respect of
the provision of (or failure to provide) pension,  lump sum, death,  ill-health,
disability or accident benefits by Cherry U.K. or its Subsidiaries.  There is no
fact or circumstance likely to give rise to such claims or complaints.

                  6.22.11.  Full and  accurate  particulars  in relation to each
officer and employee of the Cherry U.K.  Group,  including full name,  age, sex,
marital status, date of commencement of employment  (including employment with a
previous employer which counts as continuous  employment for the purposes of the
Employment Rights Act 1996 or any similar enactment in the jurisdiction in which
Cherry U.K. is incorporated) and terms and conditions of employment are given in
the  Shareholder  Disclosure  Schedule (if appropriate by reference to disclosed
standard  terms and  conditions  of  employment)  and the officers and employees
listed in the Shareholder Disclosure Schedule are all the officers and employees
of Cherry U.K.

                  6.22.12. Since the date of the Cherry U.K. Most Recent Balance
Sheet:  (a) there  have been no changes in the  remuneration  of any  officer or
employee of Cherry U.K.  whose  remuneration  as at the Cherry U.K.  Most Recent
Balance  Sheet Date was in excess of $50,000  per annum;  (b) other than  normal
annual increases,  there have been no changes in the rate of remuneration of any
other  officer or employee of Cherry  U.K.;  and (c) there has been no change in
the terms and conditions of employment (other than  remuneration) of any officer
or employee of Cherry U.K.

                  6.22.13.  Cherry U.K. has complied with, and fulfilled all the
requirements of, its Memorandum and Articles of Association and of any statutes,
regulations and general law in relation to its employees.

                  6.22.14.  The Cherry U.K.  Group does not operate,  nor has it
proposed  or  agreed  to  operate,  for any of its  officers  or  employees  any
incentive scheme or arrangement, option scheme or bonus or profit sharing scheme
whether or not share based,  nor are any of the Cherry U.K.  Group's officers or
employees participating in or entitled (now or at any time) to participate in or
otherwise receive benefit from any such incentive scheme or arrangement,  option
scheme or bonus or profit sharing scheme.

                  6.22.15.  All subsisting  contracts of service to which Cherry
U.K. is a party are  determinable  on not more than three months' notice without
compensation  (other than  compensation in accordance with the Employment Rights
Act 1996, as amended).

                  6.22.16.  Details of those  former  officers or  employees  of
Cherry U.K.  whose  employment  has been  terminated  by Cherry U.K.  within the
twelve  months  before this  Agreement  have been  included  in the  Shareholder
Disclosure Schedule and in respect of such persons: (a) Cherry U.K. has not paid
and  has no  liability  to pay  any  sums  to such  persons  in  respect  of the
termination  of their  employment;  and (b) no notice of the intention of any of
such  persons to assert any  statutory or other claim for  reinstatement  of, or
compensation for loss of, their employment has been received.

                  6.22.17.  Except as  disclosed in the  Shareholder  Disclosure
Schedule,  there are no subsisting  contracts for the provision by any person of
any consultancy or other similar services.

                  6.22.18.  Except to the extent (if any) to which  provision or
allowance has been made in the Cherry U.K. Financial  Statements:  (a) no member
of the Cherry U.K. Group has any liability in respect of any contract of service
or for services for redundancy  payments  (including  protective  awards) or for
compensation for wrongful dismissal or unfair dismissal or for failure to comply
with any order for the reinstatement or re-engagement of any employees;  and (b)
no  gratuitous  payment  has been made or  promised  by any member of the Cherry
Group in  connection  with the actual or proposed  termination  or suspension of
employment  or variation of any contract of  employment of any present or former
director or employee.

     Section 6.23.  Guaranties.  Neither Cherry U.K. nor any of its Subsidiaries
is a guarantor or  otherwise  is  responsible  for any  liability or  obligation
(including indebtedness) of any other Person.

     Section 6.24. Environment, Health, and Safety

                  6.24.1.  Each of Cherry  U.K.  and its  Subsidiaries:  (a) has
complied with the Planning Acts and all other  Environmental  Laws,  health, and
safety laws of England and Wales in all material respects,  and no action, suit,
proceeding, hearing, investigation,  charge, complaint, claim, demand, or notice
has been filed or  commenced  against any of them  alleging  any such failure to
comply;  (b)  has  obtained  and has at all  times  been  and is in  substantial
compliance  with all of the terms and conditions of all permits,  licenses,  and
other  authorizations,  certifications  and training  which are  required  under
Environmental  Laws and all other  environmental,  health,  and  safety  laws of
England and Wales;  (c) has  complied in all  material  respects  with all other
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations, schedules, and timetables which are contained in Environmental Laws
and all other  environmental,  health, and safety laws of England and Wales; and
(d) will provide  World  Access  within ten  Business  Days hereof,  with copies
within its possession or control of all environmental  assessments,  complaints,
claims,  consent  orders or  agreements,  notices  of  violations,  governmental
inquiries and permits issued or arising under or subject or relating or pursuant
to  Environmental  Laws and all other  environmental,  health and safety laws of
England and Wales for any property  owned,  now or in the past or to be acquired
prior to Closing,  by Cherry U.K.  or any of its  Subsidiaries,  and such copies
shall be deemed to be Schedules for purposes of Section 14.12 hereof.

                  6.24.2.  Neither Cherry U.K. nor any of its  Subsidiaries  has
any material  liability,  and neither Cherry U.K. nor any of its Subsidiaries or
any of their  respective  predecessors has handled or disposed of any substance,
arranged  for the  disposal  of any  substance,  exposed  any  employee or other
individual to any  substance or condition,  or owned or operated any property or
facility  in any  manner  that could give rise to any  material  liability,  for
contamination  or damage to any site,  location,  or body of water  (surface  or
subsurface),  for any  illness of or  personal  injury to any  employee or other
individual,   or  for  any  reason  under  the  Planning   Acts  and  all  other
environmental, health, and safety law of England and Wales.

     Section 6.25. Licenses, Permits, Consents, and Authorities. Cherry U.K. and
each  of its  Subsidiaries  has  all  necessary  licenses  (including  statutory
licenses), permits, consents and authorities (public and private) for the proper
and  effective  carrying on of its business in the manner in which such business
is now carried on. All such  licenses,  permits,  consents and  authorities  are
valid and subsisting  and, to the Knowledge of  Shareholder,  there is no reason
why any of them should be suspended,  cancelled or revoked. Cherry U.K. does not
carry on or purport to carry on in the United  Kingdom any  investment  business
within the meaning of the Financial Services Act 1986 and has never done so.

     Section 6.26.  Proxy Statement.  None of the information  supplied or to be
supplied by or on behalf of Cherry U.K. or any of its Subsidiaries for inclusion
or incorporation by reference in the Proxy Statement will, at the date mailed to
the  stockholders  of New  World  Access,  and at the  time  of the  meeting  of
stockholders of New World Access to be held in connection with the  Acquisition,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.


                                   ARTICLE 7.
                                    COVENANTS

     Section  7.1.  Conduct of  Business of Cherry  U.K.  and its  Subsidiaries.
During the period from the date of this Agreement to the Effective Time,  except
as expressly contemplated by any other provision of this Agreement,  Shareholder
shall use his best efforts to cause each of Cherry U.K. and its  Subsidiaries to
(a) conduct its  business in the  Ordinary  Course;  (b) use its best efforts to
maintain and preserve intact its business organization, employees, goodwill with
customers and advantageous business relationships and retain the services of its
officers  and key  employees;  and (c) except as required by law or  regulation,
take no action which would adversely affect or delay the ability of any Party to
obtain any Consent from any Regulatory  Authorities or other approvals  required
for the consummation of the transactions  contemplated  hereby or to perform its
covenants and agreements under this Agreement.  By way of amplification  and not
limitation,  except as  expressly  contemplated  by any other  provision of this
Agreement,  Shareholder shall use his best efforts to ensure that neither Cherry
U.K. nor any of its Subsidiaries  shall,  between the date of this Agreement and
the  Effective  Time,  directly  or  indirectly,  do, or agree to do, any of the
following without the prior written consent of World Access, which consent shall
not be unreasonably withheld or delayed:

                            (a) amend  or  otherwise  change  its memorandum and
articles  of  association,   charter  or  bylaws  or  equivalent  organizational
documents or pass any shareholders'  resolutions  (other than as contemplated by
this Agreement);

                            (b) other than the issuance of Cherry U.K.  Options,
issue, sell, pledge, dispose of, grant, transfer,  lease, license,  guarantee or
encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer,
lease,  license or encumbrance of (i) any shares of capital stock of Cherry U.K.
or any of its  Subsidiaries  of any class,  or  securities  convertible  into or
exchangeable  or  exercisable  for any  shares  of such  capital  stock,  or any
options,  warrants  or other  rights of any kind to  acquire  any shares of such
capital  stock,  or any other  ownership  interest  of Cherry U.K. or any of its
Subsidiaries,  or (ii) any  property  or  assets of  Cherry  U.K.  or any of its
Subsidiaries;

                            (c)     (i) incur  any   indebtedness  for  borrowed
money or issue any debt securities or assume, guarantee or endorse, or otherwise
as an  accommodation  become  responsible for, the obligations of any Person for
borrowed  money or make any loans or  advances,  (ii) other than in the Ordinary
Course,  terminate,  cancel or request any  material  change in, or agree to any
material  change  in,  any  contract  or  agreement  listed  in the  Shareholder
Disclosure  Schedule  or enter into any  contract or  agreement  material to its
business,  results of operations or financial condition, (iii) make or authorize
any capital expenditure,  other than capital expenditures in the Ordinary Course
that have been  budgeted  for calendar  year 1998 and  disclosed to World Access
that are not, in the aggregate,  in excess of $2,500,000,  or (iv) enter into or
amend  any  contract,  agreement,  commitment  or  arrangement  that,  if  fully
performed, would not be permitted under this Section 7.1;

                            (d)     declare, set aside, make or pay any dividend
or other  distribution,  payable in cash,  stock,  property or  otherwise,  with
respect to any of its capital stock;

                            (e)     reclassify,   combine,  split,  subdivide or
redeem,  purchase  or  otherwise  acquire, directly  or  indirectly,  any of its
capital stock;

                            (f)     amend   the  terms  of,  repurchase,  redeem
or  otherwise  acquire  any  of  its  securities  or  propose  to  do any of the
foregoing;

                            (g)     pay,   discharge,  settle  or  satisfy   any
claims,  liabilities or obligations (absolute,  accrued, asserted or unasserted,
contingent or otherwise),  other than the payment,  discharge or satisfaction in
the Ordinary Course of Business of liabilities  reflected or reserved against on
the  Cherry  U.K.  Most  Recent  Balance  Sheet  and only to the  extent of such
reserves;

                            (h)    take    any    action    with   respect   to
accounting policies or procedures,  other than actions in the ordinary course of
business  consistent  with past practice or as required by GAAP or U.K. GAAP, as
the case may be;

                            (i)    make any tax election or settle or compromise
any material  federal,  state or local income tax  liability,  or any income tax
liability  of any other  jurisdiction,  other than  those  made in the  Ordinary
Course of Business  consistent  with past practice and those for which  specific
reserves  have been  recorded on the Cherry U.K.  Most Recent  Balance Sheet and
only to the extent of such reserves;

                            (j)    enter  into or amend any contract, agreement,
commitment or arrangement  with, or enter into any transaction with, or make any
payment to or on account or behalf of, any  Affiliate  of Cherry  U.K. or any of
its Subsidiaries; or

                            (k)   authorize or enter into any formal or informal
agreement or otherwise make any commitment to do any of the foregoing or to take
any action which would make any of the  representations  or warranties of Cherry
U.K. contained in this Agreement untrue or incorrect or prevent Cherry U.K. from
performing or cause Cherry U.K. not to perform its covenants hereunder or result
in any  of the  conditions  to  the  Acquisition  set  forth  herein  not  being
satisfied.

     Section  7.2.  Conduct of  Business of World  Access and its  Subsidiaries.
During the period from the date of this Agreement to the Effective Time,  except
for any actions taken by World Access or New World Access  relating to any other
acquisitions  or business  combinations  with a  non-Affiliate  or as  expressly
contemplated by any other provision of this Agreement,  each of World Access and
its Subsidiaries  shall (a) conduct its business in the Ordinary Course, (b) use
its best  efforts to maintain and  preserve  intact its  business  organization,
employees,  goodwill with customers and advantageous business  relationships and
retain  the  services  of its  officers  and key  employees,  and (c)  except as
required by law or regulation,  take no action which would  adversely  affect or
delay the  ability  of any  Party to  obtain  any  Consent  from any  Regulatory
Authorities or other approvals required for the consummation of the transactions
contemplated  hereby or to  perform  its  covenants  and  agreements  under this
Agreement.  By way of amplification  and not limitation,  except for any actions
taken  by  World  Access   relating  to  any  other   acquisitions  or  business
combinations  with a  non-Affiliate  or as expressly  contemplated  by any other
provision of this  Agreement,  neither World Access nor any of its  Subsidiaries
shall,  between the date of this Agreement and the Effective  Time,  directly or
indirectly,  do, or agree to do, any of the following  without the prior written
consent of Cherry U.K.,  which  consent  shall not be  unreasonably  withheld or
delayed:

                            (a)     amend   or  otherwise  change its charter or
bylaws or  equivalent  organizational documents;

                            (b)     declare, set aside, make or pay any dividend
or other  distribution,  payable in cash,  stock,  property or  otherwise,  with
respect to any of its  capital  stock,  except that (i) any  Subsidiary  may pay
dividends or make other  distributions  to World Access or any other  Subsidiary
and (ii) World  Access or New World  Access  may adopt a rights  plan or "poison
pill";

                            (c)     reclassify,   combine,  split,  subdivide or
redeem,  purchase  or  otherwise  acquire,  directly or  indirectly,  any of its
capital stock;

                            (d)     sell,   transfer,   license,  sublicense  or
otherwise   dispose  of  any  material  assets  having  a  value  in  excess  of
$10,000,000; or

                            (e)     authorize  or  enter  into  any   formal  or
informal  agreement or otherwise  make any commitment to do any of the foregoing
or to take any action which would make any of the  representations or warranties
of World Access contained in this Agreement untrue or incorrect or prevent World
Access  from  performing  or cause  World  Access not to perform  its  covenants
hereunder or result in any of the conditions to the Acquisition set forth herein
not being satisfied.

     Section 7.3.  Access to Books and Records.  Each of the Parties  will,  and
each of Cherry U.K. and World Access shall use its best efforts to cause each of
its respective  Subsidiaries to, permit  representatives of the other Parties to
have  reasonable  access at all reasonable  times,  and in a manner so as not to
interfere  with the normal  business  operations,  to all premises,  properties,
personnel,  books, records (including tax records),  contracts, and documents of
or pertaining to each of the Parties and their  Subsidiaries  in accordance with
reasonable  procedures required by the Parties that are designed to minimize the
impact on each Party's business. Each of the Parties will treat and hold as such
any  Confidential  Information  it  receives  from any of the  Parties and their
Subsidiaries in the course of the reviews contemplated by this Section, will not
use  any  of  the  Confidential  Information  except  in  connection  with  this
Agreement,  and, if this  Agreement  is  terminated  for any reason  whatsoever,
agrees to return all tangible embodiments (and all copies thereof), to whichever
of the Parties that  originally  disclosed  such  embodiments,  which are in its
possession.

     Section 7.4.  Preparation of Proxy.  In connection  with the meeting of its
stockholders  to be  held to  approve  the  U.S.  Merger  and  the  transactions
contemplated  hereby,  New World  Access  shall  prepare a proxy  statement  for
submission  to its  stockholders  (the "Proxy  Statement").  Cherry  U.K.  shall
promptly  furnish,  and  Shareholder  shall use his best efforts to cause Cherry
U.K. to promptly  furnish,  to New World Access all  information  concerning its
business and financial  statements and affairs which, in the reasonable judgment
of New World Access or its counsel, may be required or appropriate for inclusion
in the Proxy  Statement and shall take such other action as they may  reasonably
request in connection with the Proxy Statement.


                                   ARTICLE 8.
                              ADDITIONAL AGREEMENTS

     Section 8.1. Best Efforts; Cooperation. Subject to the terms and conditions
herein provided,  each of the Parties agrees to use its best efforts promptly to
take,  or cause to be taken,  all  actions  and to do, or cause to be done,  all
things necessary,  proper or advisable under applicable laws and regulations, or
otherwise,  including attempting to obtain all necessary Consents, to consummate
and make effective,  as soon as practicable,  the  transactions  contemplated by
this Agreement.

     Section 8.2. Regulatory Matters

                  8.2.1. Following the execution and delivery of this Agreement,
World Access,  Shareholder  and Cherry U.K. shall cause to be prepared and filed
all required applications and filings with the Regulatory  Authorities which are
necessary or  contemplated  for the obtaining of the Consents of the  Regulatory
Authorities  and the  consummation  of the  Acquisition,  including any Consents
required to be obtained under the HSR Act. Such  applications  and filings shall
be in such form as may be prescribed by the respective  government  agencies and
shall  contain such  information  as they may require.  The Parties  hereto will
cooperate with each other and use reasonable  efforts to prepare and execute all
necessary documentation,  to effect all necessary or contemplated filings and to
obtain all necessary or contemplated Consents of the Regulatory  Authorities and
third parties which are necessary or contemplated to consummate the transactions
contemplated by this Agreement,  including the stockholders of New World Access.
Each of the Parties shall have the right to review and approve in advance, which
approval shall not be  unreasonably  withheld,  any filing made with, or written
material  submitted  to,  any  Regulatory   Authority  in  connection  with  the
transactions contemplated by this Agreement.

                  8.2.2.  Each Party will  furnish  the other  Parties  with all
information  concerning  itself,  its  Subsidiaries,   directors,  officers  and
stockholders,  as  applicable,  and such other  matters as may be  necessary  or
advisable in connection  with any statement or application  made by or on behalf
of any such Party to any governmental  body in connection with the transactions,
applications  or filings  contemplated  by this  Agreement.  Upon  request,  the
Parties  hereto  will  promptly  furnish  each  other  with  copies  of  written
communications  received  by them or  their  respective  Subsidiaries  from,  or
delivered by any of the  foregoing to, any  governmental  body in respect of the
transactions contemplated hereby.

     Section 8.3. Indemnification Regarding the Proxy Statement

         8.3.1. New World Access and World Access agree to indemnify, defend and
hold harmless  Shareholder and Cherry U.K. and each of their respective  present
and former officers,  directors,  employees, agents and representatives,  as the
case  may be,  from  and  against  all  losses,  expenses,  claims,  damages  or
liabilities  to which  any of them may  become  subject  under  applicable  laws
(including  the Exchange  Act),  and will  reimburse each of them for any legal,
accounting  or  other   expenses   reasonably   incurred  in   connection   with
investigating  or  defending  any such  actions,  whether  or not  resulting  in
liability,  insofar as such losses,  expenses,  claims,  damages or  liabilities
arise out of or are based upon any untrue  statement or alleged untrue statement
of material fact provided by the  indemnifying  Party and contained in the Proxy
Statement or arise out of or are based upon the omission or alleged  omission by
the  indemnifying  Party to state therein a material fact  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

         8.3.2. Shareholder agrees to indemnify,  defend and hold harmless World
Access and New World  Access  and each of their  respective  present  and former
officers, directors, employees, agents and representatives,  as the case may be,
from and against all losses,  expenses,  claims, damages or liabilities to which
any of them may become  subject under  applicable  laws  (including the Exchange
Act),  and  will  reimburse  each of them  for any  legal,  accounting  or other
expenses  reasonably  incurred in connection with investigating or defending any
such actions,  whether or not  resulting in  liability,  insofar as such losses,
expenses,  claims,  damages  or  liabilities  arise out of or are based upon any
untrue  statement  or alleged  untrue  statement  of material  fact  provided by
Shareholder  and  contained in the Proxy  Statement or arise out of or are based
upon the omission or alleged omission by Shareholder to state therein a material
fact necessary to make the  statements  therein,  in light of the  circumstances
under which they were made, not misleading.

         8.3.3. Cherry U.K. agrees to indemnify,  defend and hold harmless World
Access and New World  Access  and each of their  respective  present  and former
officers, directors, employees, agents and representatives,  as the case may be,
from and against all losses,  expenses,  claims, damages or liabilities to which
any of them may become  subject under  applicable  laws  (including the Exchange
Act),  and  will  reimburse  each of them  for any  legal,  accounting  or other
expenses  reasonably  incurred in connection with investigating or defending any
such actions,  whether or not  resulting in  liability,  insofar as such losses,
expenses,  claims,  damages  or  liabilities  arise out of or are based upon any
untrue statement or alleged untrue statement of material fact provided by Cherry
U.K. and contained in the Proxy  Statement or arise out of or are based upon the
omission or alleged  omission by Cherry  U.K. to state  therein a material  fact
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.

     Section 8.4.  Notice of  Development.  Each of the Parties will give prompt
written notice to other Parties of any material adverse  development that causes
or is  likely  to cause a  material  breach  of any of its  representations  and
warranties contained in this Agreement. Such disclosure by any Party pursuant to
this Section shall be deemed to amend or supplement any disclosure  contained in
the Schedules attached hereto to prevent or cure any  misrepresentation,  breach
of warranty, or breach of covenant.

     Section  8.5.  Notices  and  Consents.  Each of the  Parties  will give any
notices  (and will cause each of the Parties  within  their  control to give any
notices) to third parties,  and will use their reasonable efforts to obtain (and
will cause each of the  Parties  within  their  control to use their  reasonable
efforts to obtain) any  third-party  consents that may be required to consummate
the transactions contemplated hereby.

     Section 8.6.  Indemnity.  Subject to the  provisions of laws of England and
Wales, New World Access shall cause Cherry U.K. to keep in effect  provisions of
its memorandum and articles of association  and other  organizational  documents
under the laws of England and Wales  providing for  exculpation  of director and
officer liability and its  indemnification  of each Person who is now an officer
or  director  of  Cherry  U.K.   (individually,   an  "Indemnified   Party"  and
collectively,  the "Indemnified  Parties") to the fullest extent permitted under
the provisions of the laws of England and Wales,  which  provisions shall not be
amended except as required by applicable law or except to make changes permitted
by law that would enlarge the Indemnified Parties' right of indemnification. The
provisions of this Section shall survive the consummation of the Acquisition and
expressly are intended to benefit each of the Indemnified Parties.

     Section 8.7. Exclusive Dealing

                  8.7.1.  Shareholder shall not, nor shall Shareholder authorize
or permit  Cherry U.K. or any officer,  director of employee of, or any attorney
or other advisor or representative  of, Cherry U.K. to, (i) solicit or initiate,
or  encourage  the  submission  of, any  Acquisition  Proposal or (ii) except in
connection  with  fulfilling its duties  described in Section 10.8.5 in the U.S.
Merger Agreement,  participate in any discussions or negotiations  regarding, or
furnish to any Person any information  with respect to, or take any other action
to facilitate any inquiries or the making of any proposal that  constitutes,  or
may reasonably be expected to lead to, any Acquisition Proposal.

                  8.7.2.  Shareholder  shall  cause  the Board of  Directors  of
Cherry U.K. not to (i) approve or recommend, or propose to approve or recommend,
any  Acquisition  Proposal or (ii) enter into any type of agreement or letter of
intent with respect to any Acquisition Proposal.

                  8.7.3.  If, (i) prior to the  termination  of this  Agreement,
Cherry U.K.  enters into or  proposes  to enter into an  agreement  or letter of
intent with respect to any Acquisition Proposal,  Shareholder shall concurrently
with Cherry U.K. entering into such agreement or letter of intent or the receipt
of such  approval  pay, or cause to be paid,  in same day funds to World Access,
all of the costs and expenses  incurred by World Access in connection  with this
Agreement,  including fees and expenses of its financial  advisors,  accountants
and counsel (the  "Expenses"),  or (ii) an Acquisition  Proposal shall have been
made  prior to the  termination  of this  Agreement  and within one year of such
termination  Cherry  U.K.  enters  into an  agreement  or letter of intent  with
respect to, or approves or  recommends  or takes any action to  facilitate  such
Acquisition  Proposal,  Shareholder  shall pay, or cause to be paid, in same day
funds upon demand,  the Expenses,  provided  that, so long as Cherry U.K. is not
then in breach of any of its  obligations  herein,  no  payment  shall be due to
World Access under subpart (ii) above if, (A) at the time of the  termination of
this  Agreement,  Shareholder  shall  desire in good faith to  proceed  with the
transactions contemplated hereby, and World Access shall elect not to do so, (B)
any  Regulatory   Authority  prohibits  the  consummation  of  the  transactions
contemplated  hereby  or  refuses  to  give  any  required  Consent,  or (C) the
conditions to Closing set forth in Article 10 hereof are not satisfied, provided
that Shareholder has used all reasonable efforts to satisfy such conditions,  or
the conditions to Closing set forth in Article 13 hereof are not satisfied.  The
Parties  acknowledge  that  damages in the event of a breach of this Section 8.7
will be  difficult  to  ascertain  and that the Expenses are intended to be full
liquidated damages and such damages represent the Parties' best estimate of such
damages. The parties expressly acknowledge that the foregoing liquidated damages
are intended not as a penalty but as full  liquidated  damages in the event of a
breach of this Section 8.7, and World Access  acknowledges  the Expenses are its
sole and exclusive remedy for a breach of this Section 8.7.

                  8.7.4.  In addition to the  obligations  set forth in Sections
8.7.1, 8.7.2 and 8.7.3 above,  Shareholder shall immediately advise World Access
orally and in writing  of any  request  for  information  or of any  Acquisition
Proposal,  or any inquiry with respect to or which could lead to any Acquisition
Proposal,  the  material  terms  and  conditions  of such  request,  Acquisition
Proposal  or inquiry,  and the  identity  of the Person  making any  Acquisition
Proposal or inquiry.  Shareholder  shall keep World Access fully informed of the
status and details  (including  amendments or proposed  amendments)  of any such
request, Acquisition Proposal or inquiry.

     Section 8.8. Investment  Representations.  Shareholder and each Cherry U.K.
Optionholder  covenants and agrees that he is (i) acquiring the New World Access
Stock or the New  World  Access  Option  (as the case  may be) to be  issued  in
connection herewith for his own account and not with a view to, or for resale in
connection  with, any  distribution  thereof;  (ii) understands and acknowledges
that such New World Access Stock or the New World Access Option (as the case may
be) has not been  registered  under the Securities  Act or any state  securities
laws by reason of certain  exemptions from the registration  provisions  thereof
which depend upon,  among other things,  the bona fide nature of his  investment
intent  as  expressed  herein;  (iii)  is able to bear the  economic  risk of an
investment in such New World Access Stock or the New World Access Option (as the
case may be) and has such  knowledge  and  experience  in financial and business
matters that he is capable of evaluating  the risks and merits of such New World
Access Stock or the New World Access  Option (as the case may be); (iv) has been
provided  with all  information  or been given  access to all  information  with
respect to New World Access which he believes might affect its decision  whether
to  effect  the  transactions  contemplated  hereby;  and  (v)  understands  and
acknowledges that such New World Access Stock or New World Access Options issued
pursuant to this Agreement (as the case may be) will be "restricted  securities"
(as that term is  defined  in Rule 144 under  the  Securities  Act) and that the
certificate  representing  such New World  Access  Stock or the New World Access
Option (as the case may be) will bear a legend  restricting  transfer unless (A)
the transfer is exempt from the registration  requirements  under the Securities
Act and any applicable state securities law and an opinion of counsel reasonably
satisfactory  to New World  Access  that such  transfer is exempt  therefrom  is
delivered  to New  World  Access  or (B) the  transfer  is made  pursuant  to an
effective  registration  statement  under the  Securities Act and any applicable
state   securities  law.  In  determining  to  proceed  with  the   transactions
contemplated  hereby,  Shareholder and each Cherry U.K.  Optionholder has relied
solely on the results of his own independent investigation with respect to World
Access and New World  Access and the shares of New World Access Stock or the New
World  Access  Option  (as the  case  may  be),  upon  the  representations  and
statements  of World  Access and New World  Access set forth herein and upon the
World  Access  SEC  Reports.  Shareholder  and  each  Cherry  U.K.  Optionholder
acknowledges that the  representations  and statements to it by World Access and
New World  Access set forth  herein and by World  Access in the World Access SEC
Reports constitute the sole and exclusive representations, warranties, covenants
and  statements  of World  Access and New World  Access or any of its  officers,
directors,  shareholders or other affiliates in connection with the transactions
contemplated   hereby,  and  Shareholder  and  each  Cherry  U.K.   Optionholder
understands, acknowledges and agrees that all other representations, warranties,
covenants and statements of any kind or nature, whether oral or contained in any
writing other than this Agreement and each of the other  documents  contemplated
hereby, are specifically disclaimed by World Access and New World Access.


                                   ARTICLE 9.
                 EFFECTIVE TIME; CLOSING; DELIVERIES AT CLOSING

     Section 9.1. Effective Time; Closing Section. The transactions contemplated
by this  Agreement  shall be effective  for all purposes  upon the execution and
delivery of this  Agreement  by all of the Parties and the  satisfaction  by all
Parties  of the terms and  conditions  of  Articles  9  through  12 hereof  (the
"Effective Time").  Unless otherwise agreed upon in writing by the Parties,  the
closing of the transactions contemplated by this Agreement (the "Closing") shall
take place at the  offices of Rogers & Hardin,  2700  International  Tower,  229
Peachtree Street,  Atlanta,  Georgia 30303, commencing at 10:00 a.m. local time,
as soon as practicable  following the  satisfaction  or waiver of the conditions
set forth in  Articles  10  through 12  hereof,  but in no event  later than two
business  days  thereafter  (the date of such  being  referred  to herein as the
"Closing Date"), unless otherwise mutually agreed to by the Parties.

     Section 9.2. Deliveries by Shareholder.  At the Closing,  Shareholder shall
deliver,  or cause  Cherry  U.K.  to  deliver,  as the case may be, to New World
Access each of the following:

                  (a) duly executed share  transfers in respect of the Shares in
favor of New World Access, or as it may direct, together with the relative share
certificates  and any power of  attorney  or other  authority  under  which such
transfers have been executed;

                  (b) written  resignations and releases executed as Deeds under
hand or under seal,  in the agreed form,  from the  Secretary of Cherry U.K. and
the  Directors  (except  from  those  persons   expressly   exempted  from  this
requirement by New World Access on or before the Closing Date),  resigning their
offices and  releasing  Cherry  U.K.  and the  Subsidiaries  from all claims and
rights  of  action  whatsoever,  whether  in  respect  of  breach  of  contract,
compensation for loss of office,  unfair dismissal,  redundancy or in respect of
any loan or other indebtedness, or on any other account whatsoever;

                  (c) the Common Seal,  Certificate of Incorporation and all the
statutory books of Cherry U.K. and the  Subsidiaries  properly written up to the
day prior to the Closing  Date,  namely the  Register  of  Members,  Register of
Mortgages,  Register  of  Directors  and  Secretaries,  Register  of  Directors'
Interests,  the Books of Account and the Minute Books of Meetings of Cherry U.K.
and the Subsidiaries and of their Boards of Directors;

                  (d) share  certificates in respect of all the issued shares in
the capital of the  Subsidiaries  and duly  executed  transfers  of any share or
shares in the  Subsidiaries  not registered in the name of Cherry U.K. or any of
the Subsidiaries in favor of such Persons as New World Access shall direct;

                  (e) irrevocable  powers of attorney (in such form as New World
Access may require) executed by Shareholder in favor of New World Access, or its
nominees,  enabling New World Access, or its nominees,  pending  registration of
the transfers of the Shares,  to exercise all voting and other rights  attaching
to the Shares and to appoint proxies for such purpose;

                  (f)       The Escrow Agreement;

                  (g)       The Option Escrow Agreement; and

                  (h) Such other  separate  instruments  or  documents  that New
World Access may reasonably deem necessary or appropriate in order to consummate
the  transactions  contemplated by this Agreement,  including all regulatory and
contractual consents of third parties.

     Section 9.3.  Deliveries  by New World  Access.  At the Closing,  New World
Access shall deliver to Shareholder each of the following:

                  (a)  Resolutions of the Board of Directors of New World Access
authorizing  the  execution  and delivery of this  Agreement  and the  Ancillary
Documents by New World Access and the performance of its  obligations  hereunder
and thereunder, certified by the Secretary of New World Access;

                  (b) A certificate  of the Secretary of State of Delaware dated
as of a recent date as to the good standing of New World Access in such state;

                  (c)  A   certificate   of  the  Secretary  of  State  of  each
jurisdiction  of   incorporation  or  organization  of  each  New  World  Access
Subsidiary dated as of a recent date as to the due organization and existence of
such Subsidiary in each such jurisdiction;

                  (d) The certificates  representing the Share  Consideration in
accordance with Section 2.2 hereof and the option  agreements  representing  the
New World Access Options;

                  (e)       The Escrow Agreement;

                  (f)       The Option Escrow Agreement; and

                  (g)  Such  other   separate   instruments  or  documents  that
Shareholder  may reasonably deem necessary or appropriate in order to consummate
the  transactions  contemplated by this Agreement,  including all regulatory and
contractual consents of third parties.


                                   ARTICLE 10.
                          MUTUAL CONDITIONS TO CLOSING

         The obligations of the Parties to consummate the transactions  provided
for herein shall be subject to the  satisfaction  of the  following  conditions,
unless waived as hereinafter provided for:

     Section 10.1.  Board Meeting of Cherry U.K. and  Subsidiaries.  Shareholder
shall cause to be duly held a meeting of Cherry U.K. and,  where  necessary,  of
its Subsidiaries and of the Board of Cherry U.K. and of its Subsidiaries validly
to effect or execute or validly to resolve to effect or execute:

         (a) the  approval  of the said  transfers  of the  Shares  to New World
Access,  its  nominees,  the issue to New World  Access,  its  nominees of share
certificates in respect of those shares and the registration of New World Access
or its  nominees as holders of those  shares  (subject  only to those  transfers
being represented duly stamped);

         (b) the  appointment  as Directors and Secretary of Cherry U.K. and the
Subsidiaries  of such persons as New World Access may nominate,  subject to such
persons  consenting to such  appointment  and not being  disqualified  in law or
under the Articles of Association of Cherry U.K. or the relevant Subsidiary from
holding such offices;

         (c) the  revocation  of all existing bank mandates and the issue of new
mandates in relation to Cherry U.K. and the  Subsidiaries  to such bank or banks
and in such form as New World Access may direct;

         (d) the sealing of the certificates representing the Shares in favor of
New World Access;

         (e) any other business which may be necessary or desirable to give full
and valid effect to the sale and purchase  provided for in this  Agreement or as
New World Access may reasonably require; and

         (f) the  Shareholder  shall  supply  duly  signed  minutes  of all such
meetings to New World Access at the Closing.

     Section  10.2.  Regulatory   Approvals.   All  necessary  Consents  of  the
Regulatory Authorities (including the FCC and the PUCs) shall have been obtained
and all notice and waiting periods required by law (including any waiting period
applicable to the  Acquisition  under the HSR Act) to pass after receipt of such
Consents shall have been terminated or shall have expired, and all conditions to
consummation  of the  Acquisition  set forth in such  Consents  shall  have been
satisfied.   New  World  Access  shall  have   received  all  permits  or  other
authorizations  or  confirmations  as to the  availability  of  exemptions  from
registration  requirements under all federal,  state and foreign securities laws
as may be necessary  to issue shares of New World Access Stock  pursuant to this
Agreement.

     Section 10.3. Litigation.  There shall be no actual or threatened causes of
action,  investigations  or proceedings (a) challenging the validity or legality
of this Agreement or the consummation of the  transactions  contemplated by this
Agreement; (b) seeking damages in connection with the transactions  contemplated
by this  Agreement;  or (c) seeking to restrain or invalidate  the  transactions
contemplated  by this  Agreement,  which, in the case of (a) through (c), and in
the reasonable  judgment of New World Access and Shareholder,  based upon advice
of counsel,  would have a material  adverse effect with respect to the interests
of New World Access and Shareholder, as the case may be.

     Section 10.4.  Proxy  Statement.  The Proxy  Statement  with respect to the
transaction  contemplated  hereby and the U.S. Merger shall have been filed with
the SEC and any other  Regulatory  Authorities  for review and comment and shall
have been authorized for mailing,  either by notice from the SEC or the lapse of
time for review and comment by the SEC or such Regulatory Authority.

     Section 10.5. Consummation of Holding Company  Reorganization.  The Holding
Company Reorganization shall have been consummated.

     Section  10.6.  Resignations.  New World  Access  shall have  received  the
resignations,  effective  as of the  Closing,  of each  director  and officer of
Cherry U.K., other than those whom shall have been agreed upon by the Parties as
specified in writing at least 30 days prior to the Closing.

     Section  10.7. Escrow  Agreement. The Escrow Agent shall have  executed and
delivered the Escrow Agreement.

     Section 10.8. Option Escrow  Agreement.  The Option Escrow Agent shall have
executed and delivered the Option Escrow Agreement.

     Section 10.9. Material  Condition.  There shall not be any action taken, or
any statute,  rule,  regulation or order  enacted,  entered,  enforced or deemed
applicable to the Acquisition by any Regulatory  Authority  which, in connection
with the grant of any  Consent  by any  Regulatory  Authority,  imposes,  in the
judgment of the Parties any material adverse  requirement  upon the Parties,  or
any one of  them,  provided  that  no such  term  or  condition  imposed  by any
Regulatory  Authority  in  connection  with  the  grant  of any  Consent  by any
Regulatory Authority shall be deemed to be a material adverse requirement unless
it materially differs from terms and conditions  customarily imposed by any such
entity  in  connection  with  the  acquisition  of  corporations  under  similar
circumstances.

     Section  10.10.  Consents.  All  Consents  of  third  parties  required  in
connection with the transactions  contemplated  hereby shall have been obtained,
except where the failure to obtain such Consents,  in the  aggregate,  would not
reasonably be expected to result in a World Access Material  Adverse Effect or a
Cherry U.K.  Material  Adverse Effect,  provided that a Party which has not used
all  reasonable  efforts to obtain a Consent may not assert this  condition with
respect to such Consent.

     Section 10.11.  NASDAQ Listing.  The shares of New World Access Stock to be
issued  hereunder  shall have been approved upon official notice of issuance for
quotation on NASDAQ or listing on a national  securities exchange agreed upon by
the Parties in writing prior to the Closing.

     Section 10.12.  U.S.  Merger  Transaction.  The U.S. Merger shall have been
consummated.


                                   ARTICLE 11.
                CONDITIONS TO THE OBLIGATIONS OF NEW WORLD ACCESS

         The  obligations of New World Access to consummate the  Acquisition are
subject to the fulfillment of each of the following conditions, unless waived by
World Access or New World Access:

     Section 11.1.  Representations  and  Warranties.  The  representations  and
warranties of Cherry U.K. set forth in this Agreement and in any  certificate or
document  delivered  pursuant  hereto  shall be true and correct in all material
respects  as of the  date  of  this  Agreement  and as of  all  times  up to and
including  the Effective  Time (as though made on and as of the  Effective  Time
except to the extent such  representations  and  warranties are by their express
provisions  made  as  of  a  specified  date  and  except  for  changes  therein
contemplated by this Agreement).

     Section 11.2. Performance of Obligations. Shareholder and Cherry U.K. shall
have  performed  all  covenants,  obligations  and  agreements  required  to  be
performed by them under this Agreement prior to the Effective Time.

     Section  11.3.   Certificate   Representing   Satisfaction  of  Conditions.
Shareholder  and  Cherry  U.K.  shall  have  delivered  to New  World  Access  a
certificate  dated as of the Closing Date as to the  satisfaction of the matters
described in Sections 11.1 and 11.2 hereof, and such certificate shall be deemed
to constitute additional representations,  warranties, covenants, and agreements
of Shareholder and Cherry U.K. under this Agreement.

     Section 11.4. Tax Opinion. New World Access shall have received an opinion,
dated  the  Closing  Date,  from  Rogers  & Hardin  LLP,  based  upon  customary
representations  and  warranties,  to the  effect  that no gain or loss  will be
recognized  by New World  Access as a result  of the  transactions  contemplated
hereby.

     Section 11.5.  Material  Adverse Change.  Since the date of this Agreement,
there shall not have been any Cherry U.K. Material Adverse Effect.


                                   ARTICLE 12.
                    CONDITIONS TO OBLIGATIONS OF SHAREHOLDER

         The  obligations  of  Shareholder  to consummate  the  Acquisition  are
subject  to the  fulfillment  of each of the  following  conditions,  unless  by
Shareholder:

     Section 12.1.  Representations  and  Warranties.  The  representations  and
warranties  of  the  other  Parties  set  forth  in  this  Agreement  and in any
certificate or document  delivered  pursuant hereto shall be true and correct in
all material respects as of the date of this Agreement and as of all times up to
and including the Effective Time (as though made on and as of the Effective Time
except to the extent such  representations  and  warranties are by their express
provisions  made  as  of  a  specified  date  and  except  for  changes  therein
contemplated by this Agreement).

     Section 12.2. Performance of Obligations. New World Access and World Access
shall have performed all covenants,  obligations  and agreements  required to be
performed by them under this Agreement prior to the Effective Time.

     Section 12.3.  Certificate  Representing  Satisfaction  of Conditions.  New
World  Access  and World  Access  shall each have  delivered  to  Shareholder  a
certificate  dated as of the Closing Date as to the  satisfaction of the matters
described  in Sections  12.1 and 12.2  hereof,  and such  certificates  shall be
deemed to constitute  additional  representations,  warranties,  covenants,  and
agreements of New World Access and World Access under this Agreement.

     Section  12.4.  Tax opinion.  Shareholder  shall have  received an opinion,
dated the  Closing  Date,  from  Long,  Aldridge  & Norman,  based on  customary
representations  and  warranties,  to the  effect  that no gain or loss  will be
recognized by Shareholder as a result of the transactions contemplated hereby.

     Section 12.5.  Material  Adverse Change.  Since the date of this Agreement,
there shall not have been any World Access Material Adverse Effect.


                                   ARTICLE 13.
                                   TERMINATION

     Section 13.1. Termination of Agreement. This Agreement may be terminated at
any time prior to the Closing:

                  (a) by mutual written consent duly authorized by the Boards of
Directors of New World Access,  World Access and Cherry U.K. and  Shareholder at
any time prior to the Effective Time; or

                  (b) by World  Access or New World  Access at any time prior to
the Effective Time, if (i) there has been a material breach of a representation,
warranty,  covenant or agreement of Shareholder and Cherry U.K., and such breach
has not been cured or is  incapable  of being cured  within 15 days of notice of
such breach; or (ii) either World Access or New World Access determines in their
respective sole good faith judgment,  within thirty (30) days of the delivery of
the Shareholder  Disclosure Schedule,  that the exceptions set forth therein are
materially  adversely  different  from the  representations  and  warranties  of
Shareholder  and Cherry U.K. in Article 6 hereof,  provided that World Access or
New World  Access  shall  inform  Cherry U.K.  upon such  termination  as to the
reasons for its determination; or

                  (c) by  Shareholder  and Cherry  U.K. at any time prior to the
Effective  Time,  if (i) there has been a material  breach of a  representation,
warranty,  covenant,  or agreement of World Access or New World Access, and such
breach  has not been  cured or is  incapable  of being  cured  within 15 days of
notice of such breach; or (ii) Shareholder and Cherry U.K.  determine,  in their
respective sole good faith judgment,  within thirty (30) days of the delivery of
the World Access Disclosure Schedule,  that the exceptions set forth therein are
materially  adversely  different from the  representations and warranties of New
World Access and World Access in Article 5 hereof, provided that Shareholder and
Cherry U.K. shall inform New World Access and World Access upon such termination
as to the reasons for its determination; or

                  (d) by New World Access,  World Access or  Shareholder  if the
Closing has not occurred by November 1, 1998,  unless extended by mutual written
consent of New World Access,  World Access and  Shareholder,  duly authorized by
the board of director of New World Access  (provided that the right to terminate
this  Agreement  under this  Section  shall not be  available to any Party whose
failure to perform any  material  covenant or  obligation  or whose  breach of a
representation  or  warranty  under  this  Agreement  has been  the  cause of or
resulted in the failure of the Closing to occur on or before such date); or

                  (e) by New World Access,  World Access or  Shareholder  if the
U.S. Merger is terminated for any reason in accordance with its terms.

     Section 13.2. Effect of Termination and Breach. In the event of termination
of this Agreement as provided in Section 13.1,  this Agreement and the Ancillary
Documents shall forthwith become void and have no effect,  without any liability
or obligation  on the part of any Party,  other than any liability or obligation
arising under the provisions of this Section 13.2 and Sections  8.7.3,  14.3 and
14.13;  provided,  however,  that in no event shall such termination relieve any
Party of  liability  for any  breach by such Party of any of its  covenants  and
agreements  set  forth  herein  and  in the  Ancillary  Documents,  and  further
provided,  that no Party shall have any liability  hereunder for any breach of a
representation  or warranty of such Party  except to the extent that such breach
shall have been the result of common law fraud, intentional omission, deliberate
concealment or gross negligence.

     Section  13.3.  Confidentiality  Upon  Termination.  In  the  event  of any
termination of this Agreement for any reason, including any breach by any of the
Parties,  each Party shall treat as confidential and shall not disclose,  or use
directly or indirectly for their benefit or any third party's  benefit or to the
detriment of any other Party in any manner  whatsoever,  or permit  others under
their control to disclose,  or to use, Confidential  Information  concerning the
other Parties obtained  pursuant to or in connection with the Acquisition  which
is not generally known to the trade or a matter of public knowledge.

     Section 13.4.  Specific  Performance.  The Parties  hereto agree that money
damages or other remedy at law would not be a sufficient or adequate  remedy for
any breach or violation of, or a default under, this Agreement and the Ancillary
Documents by them and that in addition to all other remedies  available to them,
each of them shall be  entitled  to the fullest  extent  permitted  by law to an
injunction  restraining such breach,  violation or default or threatened breach,
violation  or default  and to any other  equitable  relief,  including  specific
performance, without bond or other security being required.


                                   ARTICLE 14.
                               GENERAL PROVISIONS

     Section 14.1.  Nonsurvival of Representations  and Warranties.  None of the
representations  and  warranties in this  Agreement  shall survive the Effective
Time.  This  Section  shall not limit any  covenant or  agreement of the Parties
which by its terms contemplates performance after the Effective Time.

     Section 14.2. Press Releases and Public Announcements. No Party shall issue
any press release or make any public announcement relating to the subject matter
of this  Agreement  without  the  prior  written  approval  of all of the  other
Parties;  provided,  however,  that any Party may make any public  disclosure it
believes  in good  faith  is  required  by  applicable  law (in  which  case the
disclosing  Party will use its best  efforts to advise the other  Parties at the
earliest possible time prior to making such disclosure).

     Section 14.3. No Third-Party Beneficiaries. This Agreement shall not confer
any  rights  or  remedies  upon any  Person  other  than the  Parties  and their
respective  successors  and  permitted  assigns;  provided,  however,  that  the
provisions  in  Articles  2,  3,  and  4  hereof   concerning   payment  of  the
Consideration  contemplated by this Agreement and certain additional  agreements
are  intended  for  the  benefit  of  the  stockholders  of  New  World  Access,
Shareholder and the Cherry U.K. Optionholders.

     Section 14.4.  Entire  Agreement.  This Agreement  (including the Ancillary
Documents) constitutes the entire agreement among the Parties and supersedes any
prior  understandings,  agreements,  or representations by or among the Parties,
written or oral,  to the extent they  related in any way to the  subject  matter
hereof.

     Section 14.5.  Succession and Assignment.  This Agreement and the Ancillary
Documents  shall be binding  upon and inure to the benefit of the Parties  named
herein and their  respective  successors  and  permitted  assigns.  No Party may
assign either this  Agreement or the  Ancillary  Documents or any of its rights,
interests,  or  obligations  hereunder or  thereunder  without the prior written
approval of all of the other Parties.

     Section 14.6.  Counterparts.  This Agreement may be executed in one or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     Section 14.7.  Notices.  Notices to be given to  Shareholder or Cherry U.K.
hereunder  shall be in writing and delivered  personally to  Shareholder  or the
designated officer of Cherry U.K., transmitted by facsimile, or deposited in the
United States mail, certified and return receipt requested, postage prepaid, and
addressed  as  follows  (or  to  such  other  address  as may  be  specified  by
Shareholder or Cherry U.K. in writing):

                  Cherry Communications U.K. Limited
                  c/o Resurgens Communications Group
                  2210 Resurgens Plaza
                  945 East Paces Ferry Road
                  Atlanta, Georgia 30326
                  Attention:  Chief Executive Officer
                  Telephone:  (404) 261-6190
                  Facsimile:  (404) 233-2280

         with  a  copy  to  (which  will not constitute notice to Shareholder or
Cherry U.K.):

                  Long, Aldridge & Norman
                  Suite 5300
                  One Peachtree Center
                  303 Peachtree Street
                  Atlanta, Georgia  30308-3201
                  Attention:  Clay C. Long, Esq.
                  Telephone:  (404) 527-4050
                  Facsimile:  (404) 527-4198

         Notices to be given to New World Access or World Access hereunder shall
be in writing and delivered  personally to the  designated  officer of New World
Access,  transmitted  by  facsimile,  or  deposited  in the United  States mail,
certified  and return  receipt  requested,  postage  prepaid,  and  addressed as
follows (or to such other  address as may be  specified  by New World  Access or
World Access in writing):

                  WAXS Inc.
                  c/o World Access, Inc.
                  945 E. Paces Ferry Road, Suite 2240
                  Atlanta, Georgia  30326
                  Attention: Chief Executive Officer
                  Telephone:  (404) 231-2025
                  Facsimile:  (404) 365-9847

         with a copy to (which will not constitute notice to New World Access or
World Access):

                  Rogers & Hardin LLP
                  2700 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia  30303
                  Attention: Steven E. Fox, Esq.
                  Telephone: (404) 420-4603
                  Facsimile: (404) 525-2224

         Notices delivered personally shall be effective upon delivery.  Notices
transmitted by facsimile  shall be effective when receipt is confirmed.  Notices
delivered by mail shall be  effective  upon the  acceptance  or rejection by the
Person to whom they are addressed.

     Section  14.8.  Governing  Law.  This  Agreement  shall be  governed by and
construed in accordance  with the domestic laws of the State of Georgia  without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Georgia or any other  jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Georgia.

     Section 14.9.  Amendments  and Waivers.  The Parties may mutually amend any
provision  of this  Agreement at any time prior to the  Effective  Time with the
prior authorization of their respective boards of directors. No amendment of any
provision of this  Agreement  shall be valid unless the same shall be in writing
and  signed  by all of the  Parties.  No  waiver  by any  Party of any  default,
misrepresentation,   or  breach  of  warranty  or  covenant  hereunder,  whether
intentional  or not,  shall be  deemed  to  extend  to any  prior or  subsequent
default,  misrepresentation,  or breach of  warranty or  covenant  hereunder  or
affect in any way any rights  arising by virtue of any prior or subsequent  such
occurrence.  Notwithstanding  the foregoing,  a Cherry U.K.  Optionholder  shall
become a Party hereto without the consent of any other Party hereto by executing
and delivering to New World Access a counterpart of the signature page hereto.

     Section 14.10.  Severability.  Any term or provision of this Agreement that
is invalid or  unenforceable  in any  situation  in any  jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term or provision in
any other situation or in any other jurisdiction.

     Section 14.11.  Construction.  The Parties have participated jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted  jointly by the  Parties,  and no  presumption  or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of any
of the provisions of this Agreement.  Any reference to any federal, state, local
or  foreign  statute  or law  shall be  deemed  also to refer to all  rules  and
regulations  promulgated  thereunder,  unless the  context  otherwise  requires.
"Herein",  "hereby",  "hereunder",  "hereof",  "hereinbefore,  "hereinafter" and
other  equivalent words refer to this Agreement as a whole and not solely to the
particular  Article or Section in which such word is used.  When a reference  is
made in this  Agreement to a Section or Exhibit,  such  reference  shall be to a
Section of, or an Exhibit to, this Agreement  unless  otherwise  indicated.  The
table of contents and headings  contained in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.  Whenever any of the words "include",  "includes" or "including"
is used in this  Agreement,  it shall be  deemed  to be  followed  by the  words
"without limitation".

     Section 14.12.  Incorporation  of Exhibits and Schedules.  The Exhibits and
Schedules  identified in this Agreement are incorporated herein by reference and
made a part hereof.

     Section 14.13.  Transaction Costs. Each of the Parties shall be responsible
for its own expenses in connection  with the  negotiation  of this Agreement and
the  consummation  of the  transactions  contemplated  hereby,  including  those
expenses  incurred in connection with the Proxy  Statement,  attorneys' fees and
disbursements, accounting fees and disbursements and investment banking fees and
disbursements.


<PAGE>



         IN  WITNESS  WHEREOF,  each of the  Parties  hereto has caused its duly
authorized  officer to execute and deliver  this  Agreement as of the date first
above written.

                                      WORLD ACCESS, INC.

                                      By:  /s/ Steven A. Odom
                                           -------------------------------------
                                      Name: Steven A. Odom
                                      Its:  Chairman and CEO

                                      WAXS, INC.

                                      By:  /s/ Steven A. Odom
                                           -------------------------------------
                                      Name: Steven A. Odom
                                      Its:  Chairman and CEO

                                      Executed as a Deed


                                      By:  /s/ John D. Phillips (Director)
                                           -------------------------------------
                                      Name: John D. Phillips


                                      By:  /s/ W. Tod Chmar (Director/Secretary)
                                           -------------------------------------
                                      Name: W. Tod Chmar

                                      For and on behalf of


                                      CHERRY COMMUNICATIONS U.K. LIMITED


                                      RENAISSANCE PARTNERS II


                                      By:  /s/ John D. Phillips
                                           -------------------------------------
                                      Name: John D. Phillips
                                      Its:  Partner

                                      By:  /s/ W. Tod Chmar
                                           -------------------------------------
                                      Name: W. Tod Chmar
                                      Its:  Partner

                                      CHERRY U.K. OPTIONHOLDERS:



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



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


<PAGE>
Exhibit 99.3


News Release

                                   SUMMARY:  WORLD ACCESS, INC. SIGNS DEFINITIVE
                                             AGREEMENTS TO ACQUIRE RESURGENS
                                             COMMUNICATIONS GROUP

                                   CONTACT:  Steven A. Odom  Chairman & CEO
                                             Hensley E. West President  & COO
                                             Mark A. Gergel  Exec. VP  & CFO
                                             (404) 231-2025



FOR IMMEDIATE RELEASE

ATLANTA,  GEORGIA - May 12, 1998 - WORLD ACCESS, INC. (NASDAQ:  WAXS), announced
today that it has signed definitive  agreements to acquire Cherry Communications
Incorporated,   d/b/a  Resurgens   Communications   Group  ("RCG"),  and  Cherry
Communications U.K. Limited ("Cherry U.K.", and together with RCG, "Resurgens").
The agreement to acquire RCG is subject to the approval of the Bankruptcy Court.

Pursuant  to  the  terms  of the  agreements,  the  creditors  of  RCG  and  the
shareholders  of Cherry U.K. will receive  approximately  3.7 million  shares of
World Access common stock in the aggregate,  currently  valued at  approximately
$140 million. In addition,  the RCG creditors and Cherry U.K.  shareholders have
the right to receive  additional  consideration  of up to 7.5 million  shares of
World Access common stock over the next two and one-half years,  contingent upon
the achievement of certain EBITDA levels by Resurgens during this timeframe. The
transaction is subject to, among other things,  Resurgens exceeding  pre-defined
levels of monthly  revenues  and gross  margin,  the  receipt  of the  requisite
corporate  and  regulatory   approvals,   the  confirmation  of  RCG's  Plan  of
Reorganization and the approval of World Access shareholders.

RCG, currently operating under the protection of Chapter 11 of the United States
Bankruptcy Code, and Cherry U.K. are facilities-based providers of international
network access,  commonly referred to in the industry as carriers'  carrier.  In
October  1997,  John D.  ("Jack")  Phillips  entered into a series of agreements
whereby,  among other  things,  he became the new Chairman  and Chief  Executive
Officer of Resurgens.  RCG filed for bankruptcy  protection shortly  thereafter.
WorldCom,  Inc.  ("WorldCom"),  a major  customer and vendor of  Resurgens,  has
subsequently  provided  Resurgens  approximately $26 million of direct financial
support  through  a debtor  in  possession  facility  and  additional  financial
support,  primarily  through  trade  credits.  Upon  completion of the Resurgens
acquisition,  WorldCom is expected to own approximately 15% of World Access on a
fully diluted basis.

Steven A. Odom, Chairman and Chief Executive Officer of World Access, said, "The
acquisition  of  Resurgens  is  expected  to  close  in the  third  quarter  and
positively  impact World Access  earnings and cash flow  beginning in the fourth
quarter of 1998.  The  acquisition  uniquely  positions the Company to offer its
customers a complete telecommunications network solution,  including proprietary
equipment,  planning and engineering  services and access to international  long
distance.  The  international  network access offered by Resurgens is a critical
element of new and expanded  networks  currently being planned or implemented by
many World Access customers."

"We believe the ability to offer both  equipment and network access will provide
World  Access  with  a  comprehensive  and  cost-competitive  product  offering,
especially for international  competitive local exchange providers ("CLECs") and
other providers of phone service in emerging growth markets.  We have identified
numerous  synergistic  opportunities  for  World  Access  as a direct  result of
Resurgens, including equipment sales to Resurgens customers, joint ventures with
international  PTTs and  CLECs,  carrier  service  revenues  from  World  Access
equipment  customers and  significant  cost savings for the internal  network of
Resurgens."

"We are excited  that Jack  Phillips  has agreed to serve as the Chairman of the
combined company upon consummation of the transaction. He is one of the pioneers
of the  U.S  alternative  long  distance  business,  having  built  up  Advanced
Telecommunications   Corporation,  which  merged  with  WorldCom  in  1992,  and
Resurgens   Communications   Group,   Inc.,   which   merged   with   Metromedia
Communications  Corporation and WorldCom in 1993. We are also extremely  pleased
that WorldCom, a recognized leader in today's telecommunications  industry, will
become the largest shareholder of the combined company."

Mr. Phillips,  Chairman and Chief Executive Officer of Resurgens, said "Over the
past six months, we have recruited proven industry  professionals into Resurgens
and totally  rebuilt the Resurgens  operating  network.  New,  reliable  billing
systems have been tested and implemented,  a 24 hour - 7 day Network  Operations
Center is now  operational,  and  competitive,  dedicated  bandwidth and transit
agreements are in place. We currently  expect Resurgens to generate greater than
$25 million in monthly revenues by July."

 "Steve Odom and his  management  team have done a tremendous  job over the past
three  years of building  World  Access into a highly  respected,  fast  growing
telecommunications  equipment company. Steve will continue to serve as the Chief
Executive Officer of the combined company and I look forward to working with him
as we continue to work towards achieving  significant  long-term value for World
Access stockholders."

World Access,  Inc.  develops,  manufactures  and markets  wireline and wireless
switching,  transport  and access  products  for the  global  telecommunications
markets.  The Company's products allow  telecommunications  service providers to
build and upgrade  their central  office and outside plant  networks in order to
provide a wide array of voice,  data and video  services to their  business  and
residential customers. The Company offers digital switches,  billing and network
telemanagement  systems,  cellular  base  stations,  fixed  wireless  local loop
systems,  intelligent  multiplexers,  microwave and millimeterwave radio systems
and other  telecommunications  network  products.  To support and complement its
product  sales,  the Company also provides its  customers  with a broad range of
design,  engineering,  manufacturing,  testing,  installation,  repair and other
value-added services.


Except for any historical information contained herein, the matters discussed in
this press release  contain  forward-looking  statements  that involve risks and
uncertainties  which are described in the  Company's SEC reports,  including the
Company's  Annual Report on Form 10-K, as amended,  for the year ended  December
31, 1997, and the Company's Registration Statement on Form S-3 (No. 333-43497).

                                       ###
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{"company-data": {"conformed-name": "WORLD ACCESS INC", "cik": "0000876279", "assigned-sic": "5065", "irs-number": "650044209", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19998", "film-number": "98626911"}, "business-address": {"street1": "945 E PACES FERRY ROAD", "street2": "SUITE 2240", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "4042312025"}, "mail-address": {"street1": "945 E PACES FERRY ROAD", "street2": "SUITE 2240", "city": "ATLANTA", "state": "GA", "zip": "30326"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 12, 1998

                               World Access, Inc.
             (Exact name of registrant as specified in its charter)

  Delaware                        0-19998                         65-0044209 
(State or other           (Commission File Number)               (IRS Employer
jurisdiction of                                                  Identification
incorporation)                                                       Number)

945 E. Paces Ferry Road, Suite 2240, Atlanta, Georgia                 30326 
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code: (404) 231-2025
Item 5.  Other Events.

         On May 12, 1998, World Access,  Inc. (the "Company")  announced that it
had  entered   into  (i)  a  definitive   Agreement   and  Plan  of  Merger  and
Reorganization (the "Merger Agreement") with Cherry Communications  Incorporated
(d/b/a  Resurgens  Communications  Group) ("RCG")  pursuant to which the Company
will  acquire  RCG in a  merger  transaction  (the  "Merger"),  and (ii) a Share
Exchange  Agreement and Plan of Reorganization  (the "Exchange  Agreement") with
the sole shareholder (the  "Shareholder") of Cherry  Communications U.K. Limited
("Cherry  U.K.")  pursuant to which the Company  will  acquire  Cherry U.K. in a
share exchange transaction (the "Exchange").

         In  connection  with the Merger,  the  creditors of RCG will receive an
aggregate of 9,375,000 shares of common stock of WAXS INC. ("New World Access").
New World Access is a  wholly-owned  subsidiary  of the Company that will become
the  parent  of the  Company  upon the  completion  of the  previously  reported
acquisition of the shares of NACT Telecommunications,  Inc. not already owned by
the Company and the holding company reorganization to be effective in connection
therewith  (the "Holding  Company  Reorganization").  Of the shares of New World
Access common stock to be issued to the RCG creditors,  two-thirds  will be held
in escrow and will be released to the RCG  creditors  over the two and  one-half
years  following the  consummation  of the Merger  subject to the  attainment of
certain earnings levels for the combined business of RCG and Cherry U.K.

         In  connection  with the  Exchange,  the  Shareholder  will  receive an
aggregate  of  1,875,000  shares  of New World  Access  common  stock,  of which
one-third  will be  issued  to the  Shareholder  at  closing  and the  remaining
two-thirds  will be  issued  and  held in  escrow  and will be  released  to the
Shareholder  over the two and one-half year period following the consummation of
the  Exchange  subject  to the  attainment  of certain  earnings  levels for the
combined  business  of RCG and Cherry  U.K.  The  Exchange  Agreement  provides,
however,  that the  number  of shares of New  World  Access  common  stock to be
received by the Shareholder  will be reduced to the extent that New World Access
is required to convert  options to acquire shares of Cherry U.K.  capital stock,
which options may only be granted with the permission of New World Access,  into
options to acquire New World Access common stock.

         Each of the Merger and the Exchange is subject to the  satisfaction  of
certain conditions customary in similar transactions,  including the approval of
the  Company's   stockholders  and  the  consummation  of  the  Holding  Company
Reorganization. The consummation of the Merger is also subject to the Bankruptcy
Court's  approval  and  confirmation  of RCG's Plan of  Reorganization  which is
expected  to be filed by June 5, 1998.  In  addition,  the Merger  Agreement  is
subject to the approval of the Bankruptcy  Court.  Finally,  the consummation of
the Merger is a condition to the consummation of the Exchange,  and the Exchange
is a condition to the consummation of the Merger.

         The foregoing  description  of the Merger and the Exchange is qualified
in its entirety by reference to the Merger Agreement and the Exchange  Agreement
which are filed as exhibits herewith.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)      Exhibits.  The following exhibits are filed herewith by direct
                  transmission via "edgar."

         99.1     Agreement  and Plan of Merger and  Reorganization  dated as of
                  May 12, 1998 by and among World  Access,  Inc.,  WAXS INC., WA
                  Merger Corp.  and Cherry  Communications  Incorporated  (d/b/a
                  Resurgens Communications Group).

         99.2     Share Exchange  Agreement and Plan of Reorganization  dated as
                  of May 12, 1998 by and among World  Access,  Inc.,  WAXS INC.,
                  Cherry  Communications  U.K. Limited and Renaissance  Partners
                  II.

         99.3     Press Release  issued on May 12, 1998 (regarding  execution of
                  definitive  agreements to acquire RCG and Cherry U.K.).
SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                     WORLD ACCESS, INC.

                                      By: /s/ Martin D. Kidder
                                         ---------------------------------
                                         Martin D. Kidder
                                         Its Vice President and Controller

Dated as of May 18, 1998
Exhibit 99.1

                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

                                  by and among

                               WORLD ACCESS, INC.,

                                   WAXS INC.,

                                 WA MERGER CORP.

                                       and

                    CHERRY COMMUNICATIONS INCORPORATED d/b/a
                         RESURGENS COMMUNICATIONS GROUP

                                  May 12, 1998
TABLE OF CONTENTS

                                                                            Page

ARTICLE 1.          DEFINITIONS..............................................  2

         Section 1.1.      "Acquisition Proposal"............................  2
         Section 1.2.      "Administrative Expense Claims"...................  3
         Section 1.3.      "Adverse Consequences"............................  3
         Section 1.4.      "Affiliate".......................................  3
         Section 1.5.      "Agreement".......................................  3
         Section 1.6.      "Allowed Claims"..................................  3
         Section 1.7.      "Applicable Bankruptcy Law".......................  4
         Section 1.8.      "Articles of Merger"..............................  4
         Section 1.9.      "Bankruptcy Code".................................  4
         Section 1.10.     "Bankruptcy Court"................................  4
         Section 1.11.     "Business Day"....................................  4
         Section 1.12.     "Certificate of Merger"...........................  4
         Section 1.13.     "Change of Control"...............................  4
         Section 1.14.     "Chapter 11 Case".................................  5
         Section 1.15.     "Cherry U.K.".....................................  5
         Section 1.16.     "Closing".........................................  5
         Section 1.17.     "Closing Date"....................................  5
         Section 1.18.     "Code"............................................  5
         Section 1.19.     "Communications Act"..............................  5
         Section 1.20.     "Confidential Information"........................  5
         Section 1.21.     "Consent".........................................  5
         Section 1.22.     "Contingent Payment Stock"........................  6
         Section 1.23.     "Controlled Group Liability"......................  6
         Section 1.24.     "Debtor's Schedules"..............................  6
         Section 1.25.     "DGCL"............................................  6
         Section 1.26.     "DIP Financing"...................................  6
         Section 1.27.     "Disbursed Stock".................................  6
         Section 1.28.     "Disbursing Agent"................................  6
         Section 1.29.     "Disputed Claims".................................  6
         Section 1.30.     "District Court"..................................  6
         Section 1.31.     "EBITDA"..........................................  6
         Section 1.32.     "Effective Date"..................................  7
         Section 1.33.     "Effective Time"..................................  7
         Section 1.34.     "Employee Benefit Plan"...........................  7
         Section 1.35.     "Employee Pension Benefit Plan"...................  7
         Section 1.36.     "Employee Welfare Benefit Plan"...................  7
         Section 1.37.     "Environmental, Health, and Safety Laws"..........  7
         Section 1.38.     "ERISA"...........................................  7
         Section 1.39.     "ERISA Affiliate".................................  7
         Section 1.40.     "Exchange Act"....................................  7
         Section 1.41.     "Expenses"........................................  7
         Section 1.42.     "Extremely Hazardous Substance"...................  8
         Section 1.43.     "FCC".............................................  8
         Section 1.44.     "Fiduciary".......................................  8
         Section 1.45.     "Final Order".....................................  8
         Section 1.46.     "GAAP"............................................  8
         Section 1.47.     "HSR Act".........................................  8
         Section 1.48.     "Holding Company Reorganization"..................  8
         Section 1.49.     "IBCA"............................................  8
         Section 1.50.     "Intellectual Property"...........................  8
         Section 1.51.     "Knowledge".......................................  9
         Section 1.52.     "Losses"..........................................  9
         Section 1.53.     "Merger"..........................................  9
         Section 1.54.     "Merger Consideration"............................  9
         Section 1.55.     "Merger Sub" .....................................  9
         Section 1.56.     "Merger Sub Stock"................................  9
         Section 1.57.     "Multi-employer Plan".............................  9
         Section 1.58.     "Multiple Employer Plan"..........................  9
         Section 1.59.     "NACT"............................................  9
         Section 1.60.     "NASDAQ"..........................................  9
         Section 1.61.     "New World Access"................................  9
         Section 1.62.     "New World Access Stock"..........................  9
         Section 1.63.     "Order"...........................................  9
         Section 1.64.     "Ordinary Course" or 
                             "Ordinary Course of Business"................... 10
         Section 1.65.     "PBGC"............................................ 10
         Section 1.66.     "Parties"......................................... 10
         Section 1.67.     "Party"........................................... 10
         Section 1.68.     "Performance Period".............................. 10
         Section 1.69.     "Person".......................................... 10
         Section 1.70.     "Petition Date"................................... 10
         Section 1.71.     "Plan"............................................ 10
         Section 1.72.     "Plan Disclosure Statement"....................... 10
         Section 1.73.     "Prohibited Transaction".......................... 10
         Section 1.74.     "Proxy Statement"................................. 10
         Section 1.75.     "PUC"............................................. 10
         Section 1.76.     "Qualified RCG Plan".............................. 10
         Section 1.77.     "RCG"............................................. 10
         Section 1.78.     "RCG Disclosure Schedule"......................... 10
         Section 1.79.     "RCG Financial Statements"........................ 10
         Section 1.80.     "RCG Intellectual Property Rights"................ 11
         Section 1.81.     "RCG Material Adverse Effect"..................... 11
         Section 1.82.     "RCG Most Recent Balance Sheet"................... 11
         Section 1.83.     "RCG Most Recent Financial Statements"............ 11
         Section 1.84.     "RCG Most Recent Fiscal Month End"................ 11
         Section 1.85.     "RCG Most Recent Fiscal Year End"................. 11
         Section 1.86.     "RCG Plans"....................................... 11
         Section 1.87.     "RCG Stock"....................................... 11
         Section 1.88.     "Regulatory Authority"............................ 11
         Section 1.89.     "Reportable Event"................................ 11
         Section 1.90.     "Required Consents"............................... 11
         Section 1.91.     "SEC"............................................. 11
         Section 1.92.     "Securities Act".................................. 12
         Section 1.93.     "Security Interest"............................... 12
         Section 1.94.     "Subsidiary"...................................... 12
         Section 1.95.     "Surviving Corporation"........................... 12
         Section 1.96.     "Tax Returns"..................................... 12
         Section 1.97.     "Taxes"........................................... 12
         Section 1.98.     "Termination Fee"................................. 12
         Section 1.99.     "Third-Party Intellectual Property Rights"........ 13
         Section 1.100.    "Trading Day"..................................... 13
         Section 1.101.    "U.K. Acquisition Agreement"...................... 13
         Section 1.102.    "U.K. Acquisition"................................ 13
         Section 1.103.    "WNSI"............................................ 13
         Section 1.104.    "World Access".................................... 13
         Section 1.105.    "World Access Disclosure Schedule"................ 13
         Section 1.106.    "World Access Material Adverse Effect"............ 13
         Section 1.107.    "World Access Most Recent Balance Sheet".......... 13
         Section 1.108.    "World Access Most Recent Financial Statements"... 13
         Section 1.109.    "World Access Most Recent Fiscal Month End"....... 13
         Section 1.110.    "World Access Most Recent Fiscal Year End"........ 14
         Section 1.111.    "World Access SEC Documents"...................... 14
         Section 1.112.    "World Access Stock".............................. 14

ARTICLE 2.          THE MERGER............................................... 14

         Section 2.1.      The Merger........................................ 14
         Section 2.2.      Closing........................................... 14
         Section 2.3.      Effective Time.................................... 14
         Section 2.4.      Effect of Merger.................................. 14
         Section 2.5.      Charter and Bylaws................................ 15
         Section 2.6.      Directors and Officers............................ 15

ARTICLE 3.          CONVERSION OF STOCK...................................... 15

         Section 3.1.      Conversion of Merger Sub Stock and RCG Stock...... 15

ARTICLE 4.          ADJUSTMENTS.............................................. 15

         Section 4.1.      Adjustments....................................... 15

ARTICLE 5.          PLAN OF REORGANIZATION AND PAYMENT OF CLAIMS............. 16

         Section 5.1.      Plan of Reorganization............................ 16
         Section 5.2.      Deposit of New World Access Stock................. 16
         Section 5.3.      Payment of Claim.................................. 16
         Section 5.4.      Contingent Payment of Claims...................... 16

ARTICLE 6.          RELEASE OF CONTINGENT PAYMENT STOCK 
                      AND TRANSFER RESTRICTIONS.............................. 17

         Section 6.1.      Release Criteria.................................. 17
         Section 6.2.      Subsequent Performance............................ 17
         Section 6.3.      Accelerated Release............................... 18
         Section 6.4.      Transfer Restrictions............................. 18

ARTICLE 7.          REPRESENTATIONS AND WARRANTIES OF WORLD ACCESS,
                      NEW WORLD ACCESS AND MERGER SUB........................ 18

         Section 7.1.      Organization, Qualification, and
                             Corporate Power................................. 19
         Section 7.2.      Capitalization.................................... 19
         Section 7.3.      Non-contravention................................. 19
         Section 7.4.      Brokers' Fees..................................... 20
         Section 7.5.      World Access SEC Documents........................ 20
         Section 7.6.      Events Subsequent to World Access 
                             Most Recent Fiscal Year End..................... 21
         Section 7.7.      Undisclosed Liabilities........................... 22
         Section 7.8.      Opinion of Financial Advisor...................... 22
         Section 7.9.      Litigation........................................ 22
         Section 7.10.     Exemption from Registration....................... 23

ARTICLE 8.          REPRESENTATIONS AND WARRANTIES OF RCG.................... 23

         Section 8.1.      Organization, Qualification, and 
                             Corporate Power................................. 23
         Section 8.2.      Capitalization.................................... 23
         Section 8.3.      Non-contravention................................. 24
         Section 8.4.      Brokers' Fees..................................... 24
         Section 8.5.      Title to Assets................................... 24
         Section 8.6.      Subsidiaries...................................... 24
         Section 8.7.      Financial Statements.............................. 25
         Section 8.8.      Events Subsequent to RCG Most 
                             Recent Fiscal Year End.......................... 25
         Section 8.9.      Undisclosed Liabilities........................... 27
         Section 8.10.     Legal Compliance.................................. 27
         Section 8.11.     Tax Matters....................................... 27
         Section 8.12.     Real Property..................................... 28
         Section 8.13.     Intellectual Property............................. 29
         Section 8.14.     Tangible Assets................................... 30
         Section 8.15.     Inventory......................................... 30
         Section 8.16.     Contracts......................................... 30
         Section 8.17.     Notes and Accounts Receivable..................... 31
         Section 8.18.     Insurance......................................... 31
         Section 8.19.     Litigation........................................ 31
         Section 8.20.     Employees......................................... 31
         Section 8.21.     Employee Benefits................................. 32
         Section 8.22.     Guaranties........................................ 33
         Section 8.23.     Environment, Health, and Safety................... 33
         Section 8.24.     Proxy Statement................................... 34

ARTICLE 9.          COVENANTS................................................ 34

         Section 9.1.      Conduct of the Business of RCG
                             and its Subsidiaries............................ 34
         Section 9.2.      Conduct of Business of World Access
                             and its Subsidiaries............................ 36
         Section 9.3.      Access to Books and Records....................... 37
         Section 9.4.      Approval of Stockholders of 
                             New World Access................................ 37
         Section 9.5.      Preparation of Proxy Statement.................... 37
         Section 9.6.      Affiliates........................................ 38

ARTICLE 10.         ADDITIONAL AGREEMENTS.................................... 38

         Section 10.1.     Best Efforts; Cooperation......................... 38
         Section 10.2.     Regulatory Matters................................ 38
         Section 10.3.     Indemnification Regarding the Proxy Statement..... 39
         Section 10.4.     Notice of Developments............................ 39
         Section 10.5.     Notices and Consents.............................. 39
         Section 10.6.     Indemnity......................................... 39
         Section 10.7.     Offers of Employment.............................. 39
         Section 10.8.     Exclusive Dealing................................. 40
         Section 10.9.     Bankruptcy Court Approval......................... 41

ARTICLE 11.         MUTUAL CONDITIONS TO CLOSING............................. 41

         Section 11.1.     Stockholder Approval.............................. 41
         Section 11.2.     Regulatory Approvals.............................. 41
         Section 11.3.     Litigation........................................ 41
         Section 11.4.     Proxy Statement................................... 41
         Section 11.5.     Consummation of Holding Company Reorganization.... 42
         Section 11.6.     Resignations...................................... 42
         Section 11.7.     Material Condition................................ 42
         Section 11.8.     Consents.......................................... 42
         Section 11.9.     Bankruptcy Court Approval......................... 42
         Section 11.10.    NASDAQ Listing.................................... 42
         Section 11.11.    U.K. Acquisition Transaction...................... 42

ARTICLE 12.         CONDITIONS TO THE OBLIGATIONS OF NEW WORLD ACCESS........ 42

         Section 12.1.     Representations and Warranties.................... 43
         Section 12.2.     Performance of Obligations........................ 43
         Section 12.3.     Certificate Representing Satisfaction
                             of Conditions................................... 43
         Section 12.4.     Material Adverse Change........................... 43
         Section 12.5.     Tax Opinion....................................... 43
         Section 12.6.     Legal Opinion..................................... 43
         Section 12.7.     Carrier Service Agreement......................... 43
         Section 12.8.     Operating Performance of RCG...................... 43
         Section 12.9.     Approval of Plan and Order........................ 43
         Section 12.10.    Net Operating Losses.............................. 43
         Section 12.11.    Net Worth......................................... 44

ARTICLE 13.         CONDITIONS TO OBLIGATIONS OF RCG......................... 44

         Section 13.1.     Representations and Warranties.................... 44
         Section 13.2.     Performance of Obligations........................ 44
         Section 13.3.     Certificate Representing Satisfaction
                             of Conditions................................... 44
         Section 13.4.     Material Adverse Change........................... 44
         Section 13.5.     Approval of Plan and Order........................ 44

ARTICLE 14.         TERMINATION.............................................. 44

         Section 14.1.     Termination of Agreement.......................... 44
         Section 14.2.     Effect of Termination and Breach.................. 45
         Section 14.3.     Confidentiality Upon Termination.................. 46
         Section 14.4.     Specific Performance.............................. 46

ARTICLE 15.         GENERAL PROVISIONS....................................... 46

         Section 15.1.     Nonsurvival of Representations and Warranties..... 46
         Section 15.2.     Press Releases and Public Announcements........... 46
         Section 15.3.     No Third-Party Beneficiaries...................... 47
         Section 15.4.     Entire Agreement.................................. 47
         Section 15.5.     Succession and Assignment......................... 47
         Section 15.6.     Counterparts...................................... 47
         Section 15.7.     Notices........................................... 47
         Section 15.8.     Governing Law; Jurisdiction....................... 49
         Section 15.9.     Amendments and Waivers............................ 49
         Section 15.10.    Severability...................................... 49
         Section 15.11.    Construction...................................... 50
         Section 15.12.    Incorporation of Exhibits and Schedules........... 50
         Section 15.13.    Transaction Costs................................. 50

EXHIBITS:

Exhibit A - Form of Affiliate Agreement
Exhibit B - Form of Employment Agreement
Exhibit C - Carrier Service Agreement
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

         THIS  AGREEMENT  AND PLAN OF MERGER  AND  REORGANIZATION  (as  amended,
supplemented or otherwise modified from time to time, the "Agreement"), dated as
of the 12th day of May, 1998, is entered into by and among WORLD ACCESS, INC., a
Delaware  corporation ("World Access"),  WAXS INC., a Delaware corporation and a
wholly-owned subsidiary of World Access ("New World Access"), WA MERGER CORP., a
Delaware corporation and a wholly-owned  subsidiary of New World Access ("Merger
Sub"), and CHERRY  COMMUNICATIONS  INCORPORATED  d/b/a RESURGENS  COMMUNICATIONS
GROUP, an Illinois corporation ("RCG").

                              W I T N E S S E T H:

         WHEREAS,  on October  24,  1997 (the  "Petition  Date"),  RCG filed its
petition,  Case No. 97 B 32873 (the  "Chapter 11 Case"),  with the United States
Bankruptcy  Court for the Northern  District of Illinois,  Eastern Division (the
"Bankruptcy  Court"),  under Chapter 11 of the Bankruptcy Code, 11 U.S.C. ss.ss.
101-1330  (as modified or amended,  the  "Bankruptcy  Code"),  and RCG has since
continued  in  possession  of its assets and in the  management  of its business
pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

         WHEREAS,  RCG  intends  to file with the  Bankruptcy  Court its Plan of
Reorganization on or before May 31, 1998 (as amended,  supplemented or otherwise
modified from time to time, the "Plan");

         WHEREAS,  RCG,  intends  to seek an order or orders  of the  Bankruptcy
Court  pursuant to Section 1129 of the  Bankruptcy  Code (i) confirming the Plan
and (ii) approving this Agreement and each of the agreements and other documents
contemplated  hereby  (such  order or  orders as  approved  and  entered  by the
Bankruptcy Court being hereinafter referred to collectively as the "Order");

         WHEREAS,  Merger Sub,  upon the terms and subject to the  conditions of
this Agreement, will be merged with and into RCG (the "Merger");

         WHEREAS,  on February 24, 1998,  World Access,  New World Access,  WAXS
Acquisition Corp., a Delaware  corporation and a wholly-owned  subsidiary of New
World Access, NACT Acquisition Corp., a Delaware  corporation and a wholly-owned
subsidiary of New World Access,  and NACT  Telecommunications,  Inc., a Delaware
corporation and a majority-owned  subsidiary of World Access  ("NACT"),  entered
into that certain Agreement and Plan of Merger and  Reorganization,  pursuant to
which,  among  other  things,   each  of  World  Access  and  NACT  will  become
wholly-owned   subsidiaries   of  New  World   Access  (the   "Holding   Company
Reorganization");

         WHEREAS,  the respective boards of directors of World Access, New World
Access,  RCG and  Merger  Sub deem it to be  advisable,  consistent  with  their
respective  long-term  business  strategies  and in the best  interests of their
respective  stockholders  to consummate the Merger upon the terms and conditions
set forth herein and in accordance  with the Illinois  Business  Corporation Act
(the "IBCA");

         WHEREAS,  the respective boards of directors of all of the Parties have
unanimously approved this Agreement,  the board of directors of New World Access
has directed that this Agreement be submitted to its  stockholders  for approval
and adoption  immediately  following  the  consummation  of the Holding  Company
Reorganization  and the  board  of  directors  of RCG  has  directed  that  this
Agreement be submitted to the Bankruptcy Court for approval;

         WHEREAS,  the  stockholder  of  Merger  Sub has approved this Agreement
prior to its execution;

         WHEREAS,  World Access, New World Access,  Cherry  Communications  U.K.
Limited,  a  limited  liability  company  organized  under  the laws of  England
("Cherry U.K."),  and certain  affiliated parties have entered into that certain
Stock Exchange  Agreement and Plan of  Reorganization of even date herewith (the
"U.K.  Acquisition  Agreement")  pursuant  to which  Cherry  U.K.  will become a
wholly-owned subsidiary of New World Access (the "U.K.
Acquisition");

         WHEREAS,  the consummation of the transactions  contemplated  hereby is
a condition to the consummation of the U.K. Acquisition, and the consummation of
the U.K.  Acquisition  is a condition to the  consummation  of the  transactions
contemplated hereby;

         WHEREAS,  RCG, World Access and New World Access desire to make certain
representations,  warranties  and  agreements in connection  with the Merger and
also to prescribe various conditions thereto; and

         WHEREAS,  for Federal  income tax  purposes,  it is  intended  that the
Merger shall qualify as a reorganization  under the provisions of Section 368(a)
of the Code.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises  herein made,  and in  consideration  of the  warranties  and covenants
herein contained, the Parties agree as follows:
ARTICLE 1.
                                   DEFINITIONS

         Capitalized terms used in this Agreement shall have the definitions set
forth in this Article 1.

     Section 1.1  "Acquisition  Proposal"  means any acquisition or purchase (or
any inquiry or proposal with respect thereto) of all or any substantial  portion
of the assets of RCG or of over 10% of any class of equity securities of RCG, or
any merger, consolidation, business combination, recapitalization,  liquidation,
dissolution  or similar  transaction  involving RCG other than the  transactions
contemplated by this  Agreement,  or any other  transaction the  consummation of
which  would  reasonably  be  expected  to impede,  interfere  with,  prevent or
materially  delay the Merger or which  would  reasonably  be  expected to dilute
materially the benefits to World Access or New World Access of the Merger.

     Section  1.2  "Administrative   Expense  Claims"  shall  mean  and  be  the
collective  reference to all costs and expenses of administration of the Chapter
11 Case entitled to priority and payment under Sections  503(b) and 507(a)(1) of
the  Bankruptcy  Code and  quarterly  fees  payable  to the Office of the United
States Trustee  pursuant to 28 U.S.C.  ss. 1930,  including,  (a) the actual and
necessary costs and expenses  incurred after the Petition Date of preserving the
bankruptcy estate and operating the business of RCG (such as wages,  salaries or
commissions  for  services  and  payments  for  services  or  goods),   and  (b)
compensation for legal,  financial  advisory,  accounting and other services and
reimbursement of expenses awarded or allowed under Sections 330(a) or 331 of the
Bankruptcy Code.

     Section 1.3 "Adverse Consequences" means all actions,  suits,  proceedings,
hearings,  investigations,  charges, complaints,  claims, demands,  injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, reasonable
amounts paid in settlement,  liabilities,  obligations,  taxes,  liens,  losses,
expenses,  and fees, including reasonable court costs and reasonable  attorneys'
fees and expenses.

     Section 1.4  "Affiliate"  means (a), with respect to each Party, an officer
or director of such Party or any Person owning an equity interest of 10% or more
of such Party, any direct or indirect wholly owned subsidiary of such Party, any
other  subsidiary  owned  directly or indirectly by a direct or indirect  parent
company of such Party or any other Person in which such Party has at least a 10%
equity  interest and (b) with respect to any Person not a Party,  any Person who
controls,  is controlled by or is under common  control with such Person and any
officer or  director of such  Person or any other  Person  owning at least a 10%
equity interest in such Person.

     Section 1.5  "Agreement"  has the meaning set forth in the preamble to this
Agreement.

     Section 1.6 "Allowed  Claims"  shall,  with respect to a particular  claim,
mean:  (a) if the  holder of such  claim has not  timely  filed a proof of claim
within  the  applicable  period of  limitations  fixed by the  Bankruptcy  Court
pursuant to Bankruptcy Rule  3003(c)(3),  and such claim either is not listed in
the  Debtor's  Schedules  or such claim is listed in the  Debtor's  Schedules as
disputed, contingent or unliquidated, the amount of zero; (b) if the holder of a
claim  has  duly  filed a  proof  of  claim  within  the  applicable  period  of
limitations  fixed by the  Bankruptcy  Court  pursuant  to the  Bankruptcy  Rule
3003(c)(3),  then (i) the amount stated in such proof of claim,  if no objection
thereto has been interposed  within any applicable period of limitation fixed by
applicable  bankruptcy  rules or as otherwise fixed by the Bankruptcy  Court, or
(ii) in the case of a claim to which a timely objection has been or may be made,
such  amount  as shall be fixed by Final  Order;  or (c) with  respect  to a fee
request by an employed  professional  pursuant to Bankruptcy Code Section 327 or
1103, such amount as shall be fixed by Final Order of the Bankruptcy Court.

     Section 1.7  "Applicable  Bankruptcy Law" means the Bankruptcy Code and the
Federal Rules of  Bankruptcy  Procedure (as the same may be modified or amended)
and the interpretation thereof by a court of competent jurisdiction.

     Section 1.8  "Articles  of Merger" has the meaning set forth in Section 2.3
hereof.

     Section 1.9  "Bankruptcy  Code" has the  meaning set forth in the  recitals
hereto.

     Section 1.10  "Bankruptcy  Court" has the meaning set forth in the recitals
hereto.

     Section 1.11  "Business  Day" means each day on which national banks in the
Atlanta, Georgia, area are open for business.

     Section 1.12  "Certificate  of Merger" has the meaning set forth in Section
2.3 hereof."

     Section 1.13 "Change of Control" shall be deemed to have occurred if:

         (a) any  Person  (including  any  syndicate  or  group  deemed  to be a
"person"  under  Section  13(d) (3) of the Exchange  Act),  other than New World
Access,  any subsidiary of New World Access, or any employee benefit plan of New
World  Access  or any such  subsidiary,  is or  becomes  the  beneficial  owner,
directly or indirectly,  through a purchase or other acquisition  transaction or
series of transactions (other than a merger or consolidation involving New World
Access), of shares of capital stock of New World Access entitling such Person to
exercise  in excess of 50% of the total  voting  power of all  shares of capital
stock  of New  World  Access  entitled  to vote  generally  in the  election  of
directors;

         (b) there occurs any  consolidation of New World Access with, or merger
of New World Access into,  any other Person,  any merger of another  Person into
New World Access,  or any sale or transfer of the assets of New World Access, as
an entirety or  substantially  as an  entirety,  to another  Person  (other than
either (i) any such  transaction  pursuant to which the holders of the New World
Access Stock immediately prior to such transaction have, directly or indirectly,
shares of capital stock of the continuing or surviving  corporation  immediately
after such  transaction  which entitle such holders to exercise in excess of 50%
of the total voting power of all shares of capital  stock of the  continuing  or
surviving corporation entitled to vote generally in the election of directors or
(ii) any merger (A) which does not result in any  reclassification,  conversion,
exchange or cancellation of outstanding  shares of New World Access Stock or (B)
which is effected  solely to change the  jurisdiction  of  incorporation  of New
World  Access and  results in a  reclassification,  conversion  or  exchange  of
outstanding  shares of New World Access Stock solely into shares of common stock
and separate  series of common stock  carrying  substantially  the same relative
rights as the New World Access Stock); or

         (c) a change in the Board of Directors of New World Access in which the
individuals  who  constituted  the Board of Directors of New World Access at the
beginning of the one-year  period  immediately  preceding such change  (together
with any other  director  whose  election by the Board of Directors of New World
Access or whose  nomination for election by the stockholders of New World Access
was  approved by a vote of at least a majority of the  directors  then in office
either who were  directors at the beginning of such period or whose  election or
nomination for election was previously so approved)  cease for any reason (other
than death or resignation)  to constitute at least a two-thirds  majority of the
directors then in office.

Notwithstanding  the  foregoing,  any Change of Control  that  results  from (i)
WorldCom,  Inc.  ("WorldCom")  or any of its  Affiliates  soliciting  proxies or
becoming a  "participant"  in a  "solicitation"  (as such  terms are  defined in
Regulation  14A under the Exchange Act) in opposition to the  recommendation  of
the majority of the members of the Board of Directors of New World Access on any
matter or (ii) the merger, share exchange,  consolidation or similar transaction
between  New World  Access and  WorldCom or any of its  Affiliates,  without the
prior  written  consent  of New  World  Access,  shall not be deemed a Change of
Control for purposes of this Agreement.

     Section  1.14  "Chapter 11 Case" has the meaning set forth in the  recitals
hereto.

     Section  1.15  "Cherry  U.K." has the  meaning  set  forth in the  recitals
hereto.

     Section 1.16 "Closing" has the meaning set forth in Section 2.2 hereof.

     Section  1.17  "Closing  Date" has the  meaning  set forth in  Section  2.2
hereof.

     Section 1.18 "Code" means the  Internal  Revenue Code of 1986,  as amended,
together with the rules and regulations promulgated thereunder.

     Section 1.19 "Communications  Act" means the Federal  Communications Act of
1934,  as  amended,   together  with  the  rules  and  regulations   promulgated
thereunder.

     Section 1.20  "Confidential  Information"  means and includes written data,
reports,   interpretations,   analyses,  trade  secrets,  processes,   drawings,
photographs,  records,  specifications,  designs,  programs, product development
activities,  software packages and related  documentation,  technical  know-how,
concepts,  theories,  ideas,  methods and  procedures of operation,  business or
marketing   plans,    proposals,    financial   information,    compiled   data,
communications, customer lists and data and equipment, as well as the nature and
results of a Party's  development  activities and all other  information  and/or
materials  related to the business or activities of a Party,  but excluding such
information that is (a) generally available to the public, or (b) available,  or
becomes  available,  to a  Party  on  a  non-confidential  basis  prior  to  its
disclosure from a Person authorized to disclose the same.

     Section 1.21 "Consent" means a consent, approval or authorization,  waiver,
clearance,  exemption  or  similar  affirmation  by any Person  pursuant  to any
contract, permit, law, regulation or order.

     Section  1.22  "Contingent  Payment  Stock"  has the  meaning  set forth in
Section 5.2 hereof.

     Section 1.23  "Controlled  Group  Liability"  means any and all liabilities
under (a) Title IV of ERISA, (b) Section 302 of ERISA, (c) Sections 412 and 4971
of the Code, (d) the continuation  coverage  requirements of section 601 et seq.
of ERISA  and  Section  4980B of the  Code,  and (e)  corresponding  or  similar
provisions of foreign laws or  regulations,  in each case other than pursuant to
the World Access Plans with respect to World Access and its Subsidiaries, or the
RCG Plans with respect to RCG.

     Section 1.24 "Debtor's  Schedule" shall mean the schedules and statement of
financial  affairs of RCG, as amended,  modified  or  supplemented  from time to
time, on file in the Chapter 11 Case.

     Section 1.25 "DGCL" means Title 8 of the Delaware Code, as amended.

     Section 1.26 "Dip Financing" shall mean post-petition financing provided to
RCG by WNSI pursuant to an order of the Bankruptcy Court.

     Section  1.27  "Disbursed  Stock" has the  meaning set forth in Section 5.2
hereof.

     Section 1.28 "Disbursing Agent" shall have the meaning set forth in Section
5.2 hereof.

     Section 1.29  "Disputed  Claims"  shall mean a claim as to which a proof of
claim has been  filed or  deemed  filed  under  applicable  law,  as to which an
objection has been or may be timely filed and which objection,  if timely filed,
has not been withdrawn on or before any date fixed for filing such objections by
the Plan or Final Order of the Bankruptcy Court and which objection has not been
overruled  or denied by a Final Order.  Prior to the time that an objection  has
been or may be timely filed, for purposes of the Plan, a claim shall be Disputed
Claim if (a) no corresponding  claim has been listed in the Debtor's  Schedules;
or (b) the  amount of the claim  exceeds  the  amount  thereof  set forth in the
Debtor's Schedules.

     Section 1.30  "District  Court" means the United States  District Court for
the Northern District of Illinois, Eastern Division.

     Section  1.31  "EBITDA"  means the sum of income  before net  interest  and
provision  for  income  taxes,  plus   depreciation  and  amortization   expense
determined  consistent with RCG's audited  consolidated  statement of income for
the RCG Most Recent Fiscal Year End.  Notwithstanding the foregoing,  any change
in the  policies  or  procedures  employed  in  determining  the  EBITDA  of the
Surviving Corporation shall be approved by a majority vote of the members of the
audit  committee  of the  Board of  Directors  of New World  Access  who are not
Affiliates of WorldCom, Inc.

     Section  1.32  "Effective  Date"  means the date upon  which the Plan shall
become effective in accordance with the terms of the Plan.

     Section  1.33  "Effective  Time" has the  meaning  set forth in Section 2.3
hereof.

     Section 1.34 "Employee Benefit Plan" means any (a)  non-qualified  deferred
compensation  or retirement  plan or  arrangement  which is an Employee  Pension
Benefit Plan, (b) qualified defined contribution  retirement plan or arrangement
which is an  Employee  Pension  Benefit  Plan,  (c)  qualified  defined  benefit
retirement  plan or  arrangement  which  is an  Employee  Pension  Benefit  Plan
(including any  Multi-Employer  Plan), or (d) Employee  Welfare Benefit Plan (or
material fringe benefit plan or program).

     Section 1.35 "Employee  Pension  Benefit Plan" has the meaning set forth in
ERISA Section 3(2).

     Section 1.36 "Employee  Welfare  Benefit Plan" has the meaning set forth in
ERISA Section 3(l).

     Section   1.37   "Environmental,   Health,   and  Safety  Laws"  means  the
Comprehensive  Environmental  Response,  Compensation and Liability Act of 1980,
the Resource  Conservation and Recovery Act of 1976, and the Occupational Safety
and Health Act of 1970, each as amended, together with all other laws (including
rules,  regulations,  codes, plans,  injunctions,  judgments,  orders,  decrees,
rulings  and  charges   thereunder)  of  federal,   state,  local,  and  foreign
governments (and all agencies thereof) concerning pollution or protection of the
environment,  public health and safety, or employee health and safety, including
laws  relating to emissions,  discharges,  releases,  or threatened  releases of
pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials
or waste into ambient air,  surface water,  ground water,  or lands or otherwise
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal,  transport,  or handling of  pollutants,  contaminants,  or  chemical,
industrial, hazardous, or toxic materials or waste.

     Section 1.38 "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended.

     Section 1.39 "ERISA Affiliate" means, with respect to any entity,  trade or
business,  any  other  entity,  trade or  business  that is a member  of a group
described in Section 414(b),  (c), (m) or (o) of the Code or Section  4001(b)(1)
of ERISA that includes the first entity, trade or business,  or that is a member
of the same "controlled  group" as the first entity,  trade or business pursuant
to Section 4001(a)(14) of ERISA.

     Section 1.40 "Exchange  Act" means the Securities  Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.

     Section 1.41 "Expenses" has the meaning set forth in Section 10.8 hereof.

     Section 1.42 "Extremely  Hazardous  Substance" has the meaning set forth in
Section 302 of the Emergency  Planning and Community  Right to Know Act of 1986,
as amended.

     Section 1.43 "FCC" means the Federal Communications Commission.

     Section 1.44 "Fiduciary" has the meaning set forth in ERISA Section 3(21).

     Section 1.45 "Final Order" shall mean an order of the Bankruptcy Court, the
District Court, or any other court as to which (a) the time to appeal,  petition
for  certiorari  or to seek  reargument  or rehearing has expired and no appeal,
reargument,  certiorari  petition or rehearing is pending; or (b) if any appeal,
reargument,  writ of certiorari or rehearing thereof has been sought,  the order
has been  affirmed by the highest court to which such order was appealed or from
which the reargument,  certiorari, or rehearing was sought, and the time to take
any further appeal or to seek certiorari or further  reargument or rehearing has
expired.  (In the case of an order of the Bankruptcy Court, the time for appeal,
for the purposes of this  definition,  shall be the time permitted for an appeal
to the District Court.)

     Section 1.46 "GAAP"  means  United  States  generally  accepted  accounting
principles as in effect from time to time. The requirement  that such principles
be  consistently  applied and applied on a consistent  basis shall mean that the
accounting  principles  observed  in a  current  period  are  comparable  in all
material respects to those applied in a preceding period.

     Section 1.47 "HSR Act" means the Hart-Scott-Rodino  Antitrust  Improvements
Act of 1976,  as amended,  together with the rules and  regulations  promulgated
thereunder.

     Section 1.48 "Holding Company  Reorganization" has the meaning set forth in
the recitals hereto.

     Section 1.49 "IBCA" has the meaning set forth in the recitals hereto.

     Section 1.50  "Intellectual  Property"  means (a) all  inventions  (whether
patentable or unpatentable),  all improvements thereto, and all patents,  patent
applications,   and  patent   disclosures,   together   with  all   reissuances,
continuations,  continuations in part, revisions, extensions, and reexaminations
thereof,  (b) all trademarks,  service marks, trade drafts,  logos, trade names,
and corporate names, together with all translations,  adaptations,  derivations,
and combinations  thereof and including all goodwill associated  therewith,  and
all applications,  registrations,  and renewals in connection therewith, (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connections  therewith,  (d) all mask works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier list,  pricing and cost  information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation), (g) all other proprietary rights and (h) all copies and tangible
embodiments thereof in whatever form or medium.

     Section 1.51  "Knowledge"  means either (a) that an  individual is actually
aware of a particular fact or other matter or (b) a prudent  individual could be
expected to discover or  otherwise  become aware of such fact or other matter in
the  course  of  performing  the  duties  which  are  normally  performed  by an
individual  acting in a similar  capacity.  A Person (other than an  individual)
will be deemed to have  "Knowledge" of a particular  fact or other matter if any
individual who is serving as a director, executive officer, partner, executor or
trustee of such  Person (or in any  similar  capacity)  has, or at any time had,
knowledge of such fact or other matter.

     Section 1.52 "Losses"  means any and all claims,  demands,  losses,  costs,
expenses,  obligations,   liabilities,  damages,  recoveries  and  deficiencies,
including interest, penalties and attorneys' fees and disbursements.

     Section 1.53 "Merger" has the meaning set forth in the recitals hereto.

     Section  1.54 "Merger  Consideration"  has the meaning set forth in Section
3.1 hereof.

     Section 1.55 "Merger Sub" has the meaning set forth in the preamble to this
Agreement.

     Section 1.56 "Merger Sub Stock" means any share of the common  stock,  $.01
par value per share, of Merger Sub.

     Section  1.57  "Multi-employer  Plan" has the  meaning set forth in Section
3(37) of ERISA.

     Section 1.58 "Multiple  Employer Plan" has the meaning set forth in Section
4063 of ERISA.

     Section 1.59 "NACT" has the meaning set forth in the recitals hereto.

     Section 1.60 "NASDAQ" means The Nasdaq National Market.

     Section  1.61 "New World  Access" has the meaning set forth in the preamble
to this Agreement.

     Section 1.62 "New World Access  Stock" means any share of the common stock,
$.01 par value per share, of New World Access.

     Section 1.63 "Order" has the meaning set forth in the recitals hereto.

     Section 1.64  "Ordinary  Course" means any action taken by a Person only if
(a) such  action is  consistent  with the past  practices  of such Person and is
taken in the ordinary course of the normal day-to-day operations of such Person,
or (b) such  action is similar in nature and  magnitude  to actions  customarily
taken,  without any authorization by the board of directors (or by any Person or
group of Persons  exercising similar  authority),  in the ordinary course of the
normal  day-to-day  operations  of other  Persons  that are in the same  line of
business as such Person.

     Section 1.65 "PBGC" means the Pension Benefit Guaranty Corporation.

     Section 1.66  "Parties"  means  collectively,  or any two or more of, World
Access, New World Access, RCG and Merger Sub.

     Section 1.67 "Party" means any one of the Parties.

     Section 1.68 "Performance  Period" has the meaning set forth in Section 6.1
hereof.

     Section 1.69 "Person" means an individual, a partnership, a corporation, an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization or association,  a limited liability  company,  a limited liability
partnership,  or a governmental entity (or any department,  agency, or political
subdivision thereof, including a Regulatory Authority).

     Section  1.70  "Petition  Date" has the meaning  set forth in the  recitals
hereto.

     Section 1.71 "Plan" has the meaning set forth in the recitals hereto.

     Section  1.72 "Plan  Disclosure  Statement"  has the  meaning  set forth in
Section 5.1 hereof. 

     Section 1.73  "Prohibited  Transaction"  has the meaning set forth in ERISA
Section 406 and Code Section 4975.

     Section  1.74  "Proxy  Statement"  has the meaning set forth in Section 9.5
hereof.

     Section 1.75 "PUC" has the meaning set forth in Section 10.2 hereof.

     Section 1.76 "Qualified RCG Plan" has the meaning set forth in Section 8.21
hereof.

     Section  1.77  "RCG"  has the  meaning  set forth in the  preamble  to this
Agreement.

     Section 1.78 "RCG Disclosure Schedule" has the meaning set forth in Article
8 hereof.

     Section  1.79  "RCG  Financial  Statements"  has the  meaning  set forth in
Section 8.7 hereof.

     Section 1.80 "RGC  Intellectual  Property Rights" has the meaning set forth
in Section 8.13 hereof.

     Section  1.81 "RCG  Material  Adverse  Effect"  shall mean any change in or
effect on the business of RCG and its Subsidiaries  that is, or could reasonably
be  expected  to be,  materially  adverse  to the  business,  prospects,  assets
(including intangible assets), liabilities (contingent or otherwise),  condition
(financial or  otherwise)  or results of operations of RCG and its  Subsidiaries
taken as a whole.

     Section 1.82 "RCG Most Recent Balance Sheet" means the consolidated balance
sheet of RCG as of March 31,  1998  included  in the RCG Most  Recent  Financial
Statements.

     Section  1.83 "RCG Most Recent  Financial  Statements"  has the meaning set
forth in Section 8.7 hereof.

     Section  1.84 "RCG Most Recent  Fiscal Month End" has the meaning set forth
in Section 8.7 hereof.

     Section 1.85 "RCG Most Recent Fiscal Year End" has the meaning set forth in
Section 8.7 of this Agreement.

     Section  1.86 "RCG  Plans"  means all  Employee  Benefit  Plans,  programs,
policies,  practices,  and other arrangements providing benefits to any employee
or former employee or beneficiary or dependent thereof,  whether or not written,
and whether covering one Person or more than one Person, sponsored or maintained
by RCG or any of its Subsidiaries,  or to which RCG, or any of its Subsidiaries,
contributes  or is obligated to contribute.  Without  limiting the generality of
the foregoing,  the term "RCG Plans" includes all employee welfare benefit plans
within the meaning of Section  3(1) of ERISA and all  employee  pension  benefit
plans within the meaning of Section 3(2) of ERISA.

     Section 1.87 "RCG Stock" means any share of the common stock,  no par value
per share, of RCG.

     Section 1.88 "Regulatory Authority" means, collectively, the FCC, PUCs, the
Federal Trade Commission,  the United States Department of Justice, the SEC, the
National  Association  of Securities  Dealers,  Inc., and all national and state
securities  exchanges and any other  governmental  or regulatory  body,  agency,
instrumentality or authority.

     Section 1.89 "Reportable  Event" has the meaning set forth in ERISA Section
4043.

     Section 1.90  "Required  Consents" has the meaning set forth in Section 7.3
hereof.

     Section 1.91 "SEC" means the Securities and Exchange Commission.

     Section 1.92 "Securities Act" means the Securities Act of 1933, as amended,
together with the rules and regulations promulgated hereunder.

     Section  1.93  "Security  Interest"  means  any  mortgage,   pledge,  lien,
encumbrance,  charge,  or other security  interest,  other than (a)  mechanic's,
materialman's,  and  similar  liens for work done on the  property to the extent
that such liens arise in the Ordinary Course of Business and are not yet due and
payable,  (b)  liens for taxes  not yet due and  payable  or for taxes  that the
taxpayer  is  contesting  in good faith  through  appropriate  proceedings,  (c)
purchase  money liens and liens  securing  rental  payments  under capital lease
arrangements,  in each case,  where there exists no default in World Access's or
any Subsidiary's obligations with respect to the underlying agreements,  and (d)
other  liens  arising in the  Ordinary  Course of Business  and not  incurred in
connection with the borrowing of money.

     Section 1.94  "Subsidiary"  means any  corporation  with respect to which a
specified  Person (or a Subsidiary  thereof)  owns  (directly or  indirectly)  a
majority  of the  common  stock or has the power to vote or direct the voting of
sufficient securities to elect a majority of the directors.

     Section 1.95 "Surviving  Corporation"  has the meaning set forth in Section
2.1 hereof.

     Section  1.96  "Tax  Returns"   means,   collectively,   (a)  all  reports,
declarations,  estimates, returns, information statements, and similar documents
relating  to, or  required  to be filed in  respect  of any  Taxes,  and (b) all
information  statements,  returns,  reports or similar documents  required to be
filed with  respect to payments to (or from)  third  parties or with  respect to
transactions  in which any Party or any of its  Subsidiaries  participates.  The
term "Tax Return" shall mean any one of the foregoing Tax Returns.

     Section 1.97 "Taxes" means, collectively, (a) all net income, gross income,
gross receipts,  sales, use, ad valorem,  franchise,  profits,  license,  lease,
service,  service use,  withholding,  employment,  payroll,  excise,  severance,
transfer, documentary, mortgage, registration, stamp, occupation, environmental,
premium,  property,  windfall,  profits, customs, duties, and other taxes, fees,
assessments  or charges of any kind whatever,  including any estimates  thereof,
together with any interest,  penalties and other additions with respect thereto,
imposed by any federal, territorial, state, local or foreign government; and (b)
any penalties,  interest,  or other additions to tax for the failure to collect,
withhold,  or pay  over  any of the  foregoing,  or to  accurately  file any Tax
Return. The term "Tax" shall mean any one of the foregoing Taxes. When used with
reference to a specified Person,  the terms "Taxes" and "Tax" shall include only
amounts of, or in respect of,  Taxes for which such Person is, or could  become,
liable in whole or part  (including any obligation in connection  with a duty to
collect,  withhold,  or pay over any Tax, any  obligation  to  contribute to the
payment of any Taxes determined on a consolidated,  combined,  or unitary basis,
any  liability as a  transferee,  or any liability as a result of any express or
implied obligation to indemnity or pay the Tax obligations of another Person).

     Section 1.98  "Termination Fee" has the meaning set forth in Section 10.8.3
hereof.

     Section 1.99 "Third-Party Intellectual Property Rights" means, with respect
to each of World Access and RCG, all licenses,  sublicenses and other agreements
as to which it is a party  and  pursuant  to which it is  authorized  to use any
third-party patents, trademarks, service marks or copyrights.

     Section 1.100 "Trading Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday, other than any day on which securities are not traded on NASDAQ.

     Section 1.101 "U.K. Acquisition Agreement" has the meaning set forth in the
recitals hereto.

     Section 1.102 "U.K.  Acquisition" has the meaning set forth in the recitals
hereto.

     Section  1.103 "WNSI" means  WorldCom  Network  Services,  Inc., a Delaware
corporation.

     Section  1.104 "World  Access" has the meaning set forth in the preamble to
this Agreement.

     Section 1.105 "World Access Disclosure  Schedule" has the meaning set forth
in Article 7 hereof.

     Section 1.106 "World Access  Material  Adverse Effect" shall mean (a) prior
to the  consummation  of the Holding  Company  Reorganization,  any change in or
effect on the  business of World Access and its  Subsidiaries  that is, or could
reasonably be expected to be,  materially  adverse to the  business,  prospects,
assets (including  intangible  assets),  liabilities  (contingent or otherwise),
condition  (financial or otherwise) or results of operations of World Access and
its Subsidiaries taken as a whole, and (b) after the consummation of the Holding
Company  Reorganization,  any change in or effect on the  business  of New World
Access and its  Subsidiaries  that is, or could  reasonably  be  expected to be,
materially  adverse to the business,  prospects,  assets  (including  intangible
assets),   liabilities  (contingent  or  otherwise),   condition  (financial  or
otherwise)  or results of  operations  of New World Access and its  Subsidiaries
taken as a whole.

     Section  1.107  "World  Access  Most  Recent   Balance   Sheet"  means  the
consolidated  balance  sheet of World Access as of December 31, 1997 included in
the World Access SEC Documents.

     Section 1.108 "World  Access Most Recent  Financial  Statements"  means the
consolidated  financial statements for the year ended December 31, 1997 included
in the World Access SEC Documents.

     Section 1.109 "World  Access Most Recent  Fiscal Month End" means  December
31, 1997.

     Section 1.110 "World Access Most Recent Fiscal Year End" means December 31,
1997.

     Section  1.111 "World  Access SEC  Documents"  has the meaning set forth in
Section 7.5 hereof.

     Section  1.112 "World  Access  Stock" means any share of the common  stock,
$0.01 par value per share,of World Access.

                                   ARTICLE 2.
                                   THE MERGER

     Section  2.1.  The  Merger.  Upon the terms and  subject to the  conditions
contained  in this  Agreement,  and in  accordance  with the IBCA and the  DGCL,
Merger Sub shall be merged with and into RCG at the Effective  Time. As a result
of the Merger,  the separate  corporate  existence of Merger Sub shall cease and
RCG, as the surviving corporation (the "Surviving Corporation"),  shall continue
to exist and be governed by the IBCA.

     Section 2.2. Closing.  Upon the terms and subject to the conditions hereof,
unless  otherwise  agreed upon by the Parties,  the closing of the  transactions
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of Rogers & Hardin,  2700  International  Tower, 229 Peachtree Street,  Atlanta,
Georgia  30303,  commencing  at 10:00 a.m.  local time,  as soon as  practicable
following the  satisfaction or waiver of the conditions set forth in Articles 11
through 13 hereof,  but in no event later than two business days thereafter (the
date of such being referred to herein as the "Closing  Date"),  unless otherwise
mutually agreed to by the Parties.

     Section 2.3.  Effective Time. If all the conditions to the Merger set forth
in Article 11 through 13 hereof shall have been  satisfied  or, if  permissible,
waived in accordance  herewith and this Agreement shall not have been terminated
as provided in Article 14 hereof,  the Parties  hereto shall cause the Merger to
be  consummated by filing on the Closing Date (i) articles of merger meeting the
requirements  of the IBCA  ("Articles of Merger") with the Secretary of State of
the State of Illinois in such form as required  by, and  executed in  accordance
with such requirements of, the IBCA and (ii) a certificate of merger meeting the
requirements  of the DGCL (the  "Certificate  of Merger")  with the Secretary of
State of the State of  Delaware  in such form as  required  by, and  executed in
accordance  with  such  requirements  of,  the DGCL.  The  Merger  shall  become
effective  at the later of the time of filing of the Articles of Merger with the
Secretary  of State of the State of Illinois in  accordance  with the IBCA or of
the  Certificate  of Merger with the Secretary of State of the State of Delaware
in  accordance  with the DGCL,  or at such other time which the  parties  hereto
shall have agreed upon and  designated in such filings as the effective  time of
the Merger (the "Effective Time").

     Section 2.4.  Effect of Merger.  At the Effective  Time,  the effect of the
Merger  shall be as provided in the  applicable  provisions  of the IBCA and the
DGCL. Without limiting the generality of the foregoing,  and subject thereto, at
the Effective Time, except as otherwise  provided herein, the separate existence
of Merger Sub will cease and the Surviving  Corporation  shall succeed,  without
other transfer, to all the rights,  privileges,  powers, franchises and property
of Merger Sub and,  subject  to the Plan and the Order,  shall be subject to all
the debts,  duties and  liabilities  of Merger Sub in the same  manner as if the
Surviving Corporation had itself incurred them.

     Section 2.5.  Charter and Bylaws.  At the Effective  Time,  the Articles of
Incorporation  and Bylaws of RCG, as in effect on the date hereof and  otherwise
amended prior to the Effective Time, shall be the Articles of Incorporation  and
Bylaws of the Surviving  Corporation  until further amended as provided  therein
and in accordance with applicable law.

     Section 2.6. Directors and Officers. From and after the Effective Time, the
directors  and  officers  of RCG  shall be the  directors  and  officers  of the
Surviving Corporation.

                                   ARTICLE 3.
                               CONVERSION OF STOCK

     Section 3.1.  Conversion of Merger Sub Stock and RCG Stock.  Subject to the
terms and conditions of this  Agreement,  as of the Effective Time and by virtue
of the Merger and without  any  further  action on the part of the holder of any
Merger Sub Stock or RCG Stock:

                  (a) all shares of RCG Stock  which are held by RCG as treasury
stock, if any, shall be canceled and retired, and no consideration shall be paid
or delivered in exchange therefor;

                  (b) the shares of RCG Stock  outstanding  immediately prior to
the Effective Time shall be canceled and retired and will cease to exist without
the payment of any consideration therefor; and

                  (c) each  share of Merger  Sub Stock  issued  and  outstanding
immediately  prior to the Effective  Time shall be converted into one fully paid
and  nonassessable  share of common  stock  without  par value of the  Surviving
Corporation.

                                   ARTICLE 4.
                                   ADJUSTMENTS

     Section  4.1.  Adjustments.  In the  event of any  change  in the New World
Access Stock after the date hereof by reason of any stock dividend, stock split,
subdivision, reclassification, recapitalization, combination, exchange of shares
or the like,  then the New World Access Stock to be issued pursuant to Article 5
of this Agreement shall be adjusted appropriately on the Closing Date.

                                   ARTICLE 5.
                  PLAN OF REORGANIZATION AND PAYMENT OF CLAIMS

     Section  5.1.  Plan of  Reorganization.  RCG  shall  file  and use its best
efforts to obtain the Bankruptcy  Court's  confirmation of the Plan, which shall
provide,  inter alia, for the  consummation of the Merger in accordance with the
terms and  conditions  of this  Agreement.  RCG shall also file and use its best
efforts to obtain the Bankruptcy Court's approval of RCG's Disclosure  Statement
with respect to the Plan (the "Plan  Disclosure  Statement").  Both the Plan and
the Plan  Disclosure  Statement,  as filed and as confirmed  and approved by the
Bankruptcy  Court,  must in form and substance be acceptable to New World Access
and RCG.  World Access and its  Affiliates  shall  cooperate in connection  with
preparing, filing and obtaining the approval of the Plan and the Plan Disclosure
Statement.  The Plan shall provide,  inter alia, for (a) a pro-rata distribution
of Disbursed Stock and Contingent Payment Stock as provided herein to holders of
Allowed Claims and  Administrative  Expense Claims (including the Administration
Expense Claim of WNSI arising in  connection  with the DIP  Financing),  and the
approval of this  Agreement;  (b) except as otherwise  provided in the Plan, the
discharge  of  all  indebtedness  of  and  claims  against  RCG  arising  before
confirmation of the Plan; and (c) certain transfer restrictions on the shares of
New World Access Stock to be issued  pursuant to this  Agreement as set forth in
Section 6.4 hereof.  RCG estimates  that the aggregate  amount of Allowed Claims
will be approximately $300,000,000 to $350,000,000.

     Section 5.2.  Deposit of New World Access Stock. At the Closing,  New World
Access and the Person appointed by the Bankruptcy Court pursuant to the Plan and
the Order to act as "Disbursing  Agent" under the Plan (the "Disbursing  Agent")
shall each execute a Disbursement Agreement reasonably acceptable to the Parties
hereto and, in  accordance  therewith,  New World Access shall  deposit with the
Disbursing Agent,  immediately following the Effective Time, 3,125,000 shares of
New World Access Stock  ("Disbursed  Stock") and  6,250,000  shares of New World
Access Stock (the "Contingent Payment Stock").

     Section 5.3. Payment of Claims. In accordance with the terms and provisions
of the Plan and unless otherwise  provided  therein,  the Disbursing Agent under
the Disbursement Agreement shall issue to each holder of an Allowed Claim and an
Administrative Expense Claim (including the Administrative Expense Claim of WNSI
arising in connection with the DIP  Financing),  its pro-rata share of Disbursed
Stock based upon the amount of such claim.

     Section 5.4.  Contingent  Payments of Claims.  The  Disbursing  Agent shall
release  to  holders  of  Allowed  Claims  and  Administrative   Expense  Claims
(including the  Administrative  Expense Claim of WNSI arising in connection with
the DIP Financing)  their pro-rata  share of Contingent  Payment Stock,  if, as,
when and to the  extent  that  the  Contingent  Payment  Stock  (or any  portion
thereof) is released  pursuant to the terms of Article 6 hereof,  in  accordance
with the terms and provisions of the Plan.

                                   ARTICLE 6.
          RELEASE OF CONTINGENT PAYMENT STOCK AND TRANSFER RESTRICTIONS

     Section  6.1.  Release  Criteria.  The  Contingent  Payment  Stock  will be
released by the  Disbursing  Agent  pursuant to the terms and  provisions of the
Plan in the  amounts and on the dates  specified  below if the sum of the EBITDA
for (i) the  Surviving  Corporation  and (ii)  Cherry U.K.  for the  performance
periods set forth below equals or exceeds the Target EBITDA for such performance
period as set forth below:

Performance Period                    Release Date              Percentage of              Target EBITDA
                                                             Contingent Payment
                                                            Stock to be Released
July 1, 1998 to and                February 15, 1999                25%                     $7,500,000
including December 31, 1998
(the "First Performance
Period")
January 1, 1999 to and             February 15, 2000               37.5%                    $29,000,000
including December 31, 1999
(the "Second Performance
Period")
January 1, 2000 to and             February 15, 2001               37.5%                    $36,500,000
including December 31, 2000
(the "Third Performance
Period)
Notwithstanding  the foregoing,  if the Closing Date is (a) on or after July 15,
1998 but prior to August  16,  1998,  then the First  Performance  Period  shall
commence on August 1, 1998 and shall terminate on (and  including)  December 31,
1998 and the Target EBITDA with respect  thereto shall be reduced to $7,100,000,
(b) on or after August 16, 1998 but prior to September 30, 1998,  then the First
Performance  Period shall  commence on September 1, 1998 and shall  terminate on
(and  including)  December 31, 1998 and the Target  EBITDA with respect  thereto
shall be reduced to $6,700,000,  or (c) on or after September 30, 1998, then the
First  Performance  Period shall commence on the first day of the calendar month
in which the Closing occurs and shall  terminate on (and including) the last day
of the sixth calendar month following the month in which the Closing occurs, the
release date shall be forty-five  (45) days after the end of such period and the
Target  EBITDA  shall be equal to the sum of (i)  $2,100,000  for each  calendar
month of 1998 included in the First  Performance  Period and (ii) $2,400,000 for
each calendar month of 1999 included in the First Performance Period.

     Section  6.2.  Subsequent  Performance.  If the  EBITDA  for the  Surviving
Corporation  and Cherry U.K.  is less than the Target  EBITDA  required  for the
release of Contingent Payment Stock in either of the First or Second Performance
Periods  (and with  respect  to the  Second  Performance  Period is no less than
zero), then, notwithstanding the table above, the Contingent Payment Stock shall
be released if the actual  cumulative  EBITDA for the Surviving  Corporation and
Cherry U.K. for such Performance Period and any subsequent  Performance  Periods
equals or exceeds the cumulative Target EBITDA for such Performance Periods.

     Section 6.3. Accelerated Release. Notwithstanding anything to the contrary,
(a) if during any calendar quarter of the Second Performance Period, the closing
price per share of the New World  Access  Stock as reported by NASDAQ  equals or
exceeds  $65.00 for any five  consecutive  Trading  Days  during  such  calendar
quarter,  then 25% of all of the shares of  Contingent  Payment  Stock  shall be
released on February 15, 2000,  provided that if no shares of Contingent Payment
Stock are  eligible  for release  during any such  calendar  quarter,  then such
shares of  Contingent  Payment  Stock  shall  become  eligible  for release in a
subsequent  calendar  quarter of the Second  Performance  Period if the  closing
price per share of the New World  Access  Stock as reported by NASDAQ  equals or
exceeds  $65.00 for a total  number of  consecutive  Trading  Days  during  such
subsequent  calendar  quarter  equal to or exceeding the total number of Trading
Days  which  such  closing  price was  required  to equal or exceed for (i) such
subsequent  calendar  quarter and (ii) each of the  previous  calendar  quarters
beginning with the calendar quarter for which such shares of Contingent  Payment
Stock  were  not  eligible  for  release;  (b) if the  combined  EBITDA  for the
Surviving  Corporation and Cherry U.K. for the Second  Performance Period equals
or exceeds  $52,775,000,  then the Contingent Payment Stock related to the Third
Performance  Period shall be released on February  15, 2000;  and (c) all of the
shares of  Contingent  Payment  Stock shall be released upon a Change of Control
(except to the extent  that the  ability to earn such shares has been lost under
this Article 6) and the restrictions set forth in Section 6.4 shall not apply.

     Section 6.4 Transfer Restrictions. Notwithstanding anything to the contrary
contained  herein,  (a) no holder of  Disbursed  Stock may,  until the 365th day
following  the  Closing  Date,  without the prior  written  consent of New World
Access,  offer,  sell,  contract to sell or  otherwise  dispose of,  directly or
indirectly,  any  such  Disbursed  Stock  or any  security  convertible  into or
exchangeable or exercisable therefor,  either publicly or privately,  and (b) no
holder of  Contingent  Payment  Stock upon its  release  pursuant to Section 6.1
above may,  until the 180th day following the release date thereof,  without the
prior written  consent of New World  Access,  offer,  sell,  contract to sell or
otherwise  dispose of,  directly  or  indirectly,  any shares of the  Contingent
Payment Stock so released or any security  convertible  into or  exchangeable or
exercisable therefor, either publicly or privately.

                                   ARTICLE 7.
                        REPRESENTATIONS AND WARRANTIES OF
                  WORLD ACCESS, NEW WORLD ACCESS AND MERGER SUB

         In order to induce RCG to enter into this Agreement,  World Access, New
World Access and Merger Sub, jointly and severally, represent and warrant to RCG
that,  except as set forth in the World Access SEC  Documents or the  Disclosure
Schedule to be delivered by World Access to RCG within ten (10) Business Days of
the date hereof (the "World  Access  Disclosure  Schedule"),  which World Access
Disclosure Schedule shall identify exceptions by specific Section references:

     Section 7.1.  Organization,  Qualification,  and Corporate  Power.  Each of
World Access and its  Subsidiaries  is a  corporation  duly  organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation.  Each of World Access and its Subsidiaries is duly authorized and
qualified  to conduct  business and is in good  standing  under the laws of each
jurisdiction where such qualification is required, except where the lack of such
qualification  would not have a World Access Material  Adverse  Effect.  Each of
World Access and its  Subsidiaries  has full  corporate  power and  authority to
carry on the  businesses  in  which it is  engaged  and to own,  lease,  use and
operate the properties owned,  leased used and operated by it. The copies of the
Certificate of  Incorporation  and the Bylaws of World Access and the equivalent
organizational documents of each of its Subsidiaries, which have previously been
made  available to RCG, are true,  complete and correct copies of such documents
as in effect as of the date of this Agreement.

     Section 7.2. Capitalization.  The entire authorized common capital stock of
World  Access  consists of  40,000,000  shares of World Access  Stock,  of which
21,848,701  shares were  issued and  outstanding  as of May 8, 1998.  The entire
authorized  common  capital  stock of New World  Access  consists of  40,000,000
shares of New World Access Stock,  of which 1,000 were issued and outstanding as
of May 8, 1998.  No shares of World  Access  Stock or New World Access Stock are
held in treasury. All of the issued and outstanding shares of World Access Stock
have been duly authorized and are validly issued, fully paid, and nonassessable.
Except as disclosed in the World Access SEC Documents,  there are no outstanding
or  authorized  options,   warrants,   purchase  rights,   subscription  rights,
conversion rights, exchange rights, or other contracts or commitments that could
require  World Access or any of its  Subsidiaries  to issue,  sell, or otherwise
cause to become  outstanding any of its capital stock.  There are no outstanding
or authorized  stock  appreciation,  phantom  stock,  profit  participation,  or
similar rights with respect to World Access and its  Subsidiaries.  World Access
and its Subsidiaries  have no outstanding  bonds,  debentures,  notes or similar
obligations  the holders of which have the right to vote  generally with holders
of World Access Stock or New World Access Stock.

     Section 7.3.  Non-contravention.  Neither the execution and the delivery of
this Agreement,  nor the consummation of the transactions  contemplated  hereby,
will (a)  violate  any  constitution,  statute,  regulation,  rule,  injunction,
judgment, order, decree, ruling, charge, or other restriction of any government,
governmental  agency,  or court to which World Access or any of its Subsidiaries
is subject or any  provision  of the charter or bylaws of any of World Access or
any of its  Subsidiaries;  or (b) except with  respect to those  agreements  for
which Consent shall be obtained  prior to Closing,  conflict  with,  result in a
breach of, constitute a default under,  result in the acceleration of, create in
any party the right to accelerate,  terminate, modify, or cancel, or require any
notice under any  agreement,  contract,  lease,  license,  instrument,  or other
arrangement  to which World Access or any of its  Subsidiaries  is a party or by
which it is bound or to which any of its  assets is  subject  (or  result in the
imposition of any Security  Interest  upon any of its assets),  except where the
violation, conflict, breach, default, acceleration,  termination,  modification,
cancellation,  failure to give  notice,  or Security  Interest  would not have a
World Access Material Adverse Effect.  Except for Consents  required under or in
relation  to the  (a)  HSR  Act,  (b) the  Communications  Act  and  any  rates,
regulations,  practices  and policies of the FCC, (b) state  securities or "blue
sky" laws,  (d) the  Securities  Act,  (e) the  Exchange  Act, (f) the IBCA with
respect to the filing of the Articles of Merger,  (g) laws, rules,  regulations,
practices and orders of any PUC, foreign telecommunications  regulatory agencies
or similar state or foreign  regulatory  bodies,  (h) rules and  regulations  of
NASDAQ, and (i) such Consents and filings the failure of which to make or obtain
would not have a World Access Material Adverse Effect,  neither World Access nor
any of its Subsidiaries is required to give any notice to, make any filing with,
or obtain any Consent of any  Regulatory  Authority  in order for the Parties to
consummate  the  transactions  contemplated  by this  Agreement.  All  consents,
approvals,  orders,  authorizations,  registrations,  declarations  and  filings
required  under or in relation to any of the  foregoing  clauses (a) through (h)
are hereinafter referred to collectively as the "Required Consents."

     Section 7.4. Brokers' Fees. None of World Access or any of its Subsidiaries
has any liability or  obligation,  contingent  or otherwise,  to pay any fees or
commissions or similar payments to any broker,  finder, or agent with respect to
the transactions contemplated by this Agreement, except to The Robinson-Humphrey
Company,  Inc.,  whose  fees  and  expenses  will  be paid by  World  Access  in
accordance with its agreement with such firm based upon  arrangements made by or
on behalf of World Access and previously disclosed to RCG.

     Section  7.5.  World  Access SEC  Documents.  Each of World  Access and its
Subsidiaries  has  timely  filed  with the SEC all  forms,  reports,  schedules,
statements,  exhibits  and  other  documents  required  to be  filed by it since
December  31, 1995 with the SEC (such  documents,  as  supplemented  and amended
since the time of filing,  collectively,  the "World Access SEC Documents"). The
World Access SEC  Documents,  including  any  financial  statements or schedules
included therein, at the time filed (and, in the case of registration statements
and proxy  statements,  on the dates of effectiveness  and the dates of mailing,
respectively)  (a) did not contain any untrue  statement  of a material  fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading,  and (b) complied in all material  respects with
the applicable  requirements  of the Exchange Act and the Securities Act, as the
case may be. The consolidated financial statements (including the related notes)
of World Access included in the World Access SEC Documents  comply as to form in
all material respects with applicable accounting  requirements and the published
rules  and  regulations  of the SEC  with  respect  thereto,  were  prepared  in
accordance with GAAP (except, in the case of unaudited statements,  as permitted
by Form 10-Q of the SEC)  applied  on a  consistent  basis  during  the  periods
involved  (except as may be indicated in the notes thereto),  and fairly present
(subject in the case of unaudited  statements to the absence of footnotes and to
normal,  recurring  and year-end  audit  adjustments  which will not be material
individually or in the aggregate) the consolidated  financial  position of World
Access as of the dates thereof and the  consolidated  results of its  operations
and cash flows for the periods then ended.

     Section 7.6. Events Subsequent to World Access Most Recent Fiscal Year End.
Since the World Access Most Recent Fiscal Year End, there has not been any World
Access  Material  Adverse  Effect.   Without  limiting  the  generality  of  the
foregoing, since that date:

                  (a) none of World Access or any of its  Subsidiaries has sold,
leased,  transferred,  or assigned any material assets,  tangible or intangible,
outside the Ordinary Course of Business;

                  (b)  none  of  World  Access  or any of its  Subsidiaries  has
entered into any material  agreement,  contract,  lease,  or license outside the
Ordinary Course of Business;

                  (c)  no  party   (including   World   Access  or  any  of  its
Subsidiaries) has accelerated,  terminated,  made material  modifications to, or
canceled any material  agreement,  contract,  lease,  or license to which any of
World  Access or any of its  Subsidiaries  is a party or by which any of them is
bound;

                  (d)  none  of  World  Access  or any of its  Subsidiaries  has
imposed any Security Interest upon any of its assets, tangible or intangible;

                  (e) none of World Access or any of its  Subsidiaries  has made
any material capital expenditures outside the Ordinary Course of Business;

                  (f) none of World Access or any of its  Subsidiaries  has made
any material  capital  investment  in, or any material loan to, any other Person
outside the Ordinary Course of Business;

                  (g)  World  Access  and its  Subsidiaries  have  not  created,
incurred, assumed, or guaranteed more than $10,000,000 in aggregate indebtedness
(other than  internal debt between  World Access  and/or its  Subsidiaries)  for
borrowed money and capitalized lease obligations;

                  (h) other than is normal and  customary  with respect to their
respective  businesses,  none of World  Access  or any of its  Subsidiaries  has
granted any license or sublicense  of any material  rights under or with respect
to any Intellectual Property;

                  (i) there has been no change made or authorized in the charter
or bylaws of World Access or any of its Subsidiaries;

                  (j)  none  of  World  Access  or any of its  Subsidiaries  has
issued,  sold, or otherwise disposed of any of its capital stock, or granted any
options,  warrants,  or other  rights  to  purchase  or obtain  (including  upon
conversion, exchange or exercise) any of its capital stock;

                  (k)  none  of  World  Access  or any of its  Subsidiaries  has
declared,  set aside, or paid any dividend or made any distribution with respect
to its capital  stock  (whether in cash or in kind) or redeemed,  purchased,  or
otherwise acquired any of its capital stock;

                  (l)  none  of  World  Access  or any of its  Subsidiaries  has
experienced any material damage, destruction, or loss (whether or not covered by
insurance) to its property;

                  (m) none of World Access or any of its  Subsidiaries  has made
any loan to, or entered into any other  transaction  with, any of its directors,
officers, and employees outside the Ordinary Course of Business;

                  (n)  none  of  World  Access  or any of its  Subsidiaries  has
entered into any employment contract or collective bargaining agreement, written
or oral, or modified the terms of any existing such contract or agreement;

                  (o)  none  of  World  Access  or any of its  Subsidiaries  has
granted any increase in the base compensation of any of its directors,  officers
or employees outside the Ordinary Course of Business;

                  (p)  none  of  World  Access  or any of its  Subsidiaries  has
adopted, amended, modified, or terminated any bonus, profit-sharing,  incentive,
severance,  or other plan, contract, or commitment for the benefit of any of its
directors, officers, and employees (or taken any such action with respect to any
other Employee Benefit Plan);

                  (q) none of World Access or any of its  Subsidiaries  has made
any other material change in employment terms for any of its directors, officers
or employees outside the Ordinary Course of Business; and

                  (r)  none  of  World  Access  or any of its  Subsidiaries  has
committed to any of the foregoing.

     Section 7.7.  Undisclosed  Liabilities.  None of World Access or any of its
Subsidiaries has any material liability (whether asserted or unasserted, whether
absolute or  contingent,  whether  accrued or  unaccrued,  and whether due or to
become due,  including any liability for taxes),  except for (a) liabilities set
forth in the World Access Most Recent  Balance Sheet and (b)  liabilities  which
have arisen since the date of the World Access Most Recent  Balance Sheet in the
Ordinary Course of Business.

     Section 7.8.  Opinion of Financial  Advisor.  World Access has received the
opinion  of  The  Robinson-Humphrey  Company,  Inc.,  dated  the  date  of  this
Agreement,  that,  as of  such  date,  the  consideration  to  be  paid  to  the
shareholders  and creditors of RCG hereunder is fair,  from a financial point of
view, to World Access.

     Section 7.9.  Litigation.  Neither World Access nor any of its Subsidiaries
(a) is subject to any outstanding injunction,  judgment,  order, decree, ruling,
or charge or (b) is a party or, to the Knowledge of World Access,  is threatened
to be made a party to any action,  suit,  proceeding,  hearing, or investigation
of, in, or before any court or quasi-judicial  or  administrative  agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator, and, to
the Knowledge of World Access, no reasonable basis therefor exists.

     Section 7.10. Exemption from Registration. The New World Access Stock to be
issued pursuant to this Agreement is being issued without registration under the
Securities  Act in  reliance  on the  exemption  therefrom  afforded  by Section
1145(a) of the Bankruptcy Code and, subject to the certain transfer restrictions
contained  herein,  each holder of the New World Access Stock issued pursuant to
this Agreement,  other than any holder who shall be deemed (a) an  "underwriter"
within the meaning of Section 1145(b) of the Bankruptcy Code or (b) an Affiliate
of New World  Access,  may resell  such  stock  without  registration  under the
Securities Act.

                                   ARTICLE 8.
                      REPRESENTATIONS AND WARRANTIES OF RCG

         In order to induce  World  Access to enter  into  this  Agreement,  RCG
represents and warrants to World Access and New World Access that, except as set
forth in the  Disclosure  Schedule to be delivered by RCG to World Access within
ten (10) Business Days of the date hereof (the "RCG Disclosure Schedule"), which
shall identify exceptions by specific Section references:

     Section 8.1. Organization,  Qualification, and Corporate Power. Each of RCG
and its Subsidiaries is a corporation duly organized,  validly existing,  and in
good standing under the laws of the jurisdiction of its  incorporation.  Each of
RCG and its  Subsidiaries is duly  authorized and qualified to conduct  business
and is in  good  standing  under  the  laws  of  each  jurisdiction  where  such
qualification is required, except where the lack of such qualification would not
have an RCG Material  Adverse Effect.  Each of RCG and its Subsidiaries has full
corporate  power and authority to carry on the businesses in which it is engaged
and to own,  lease,  use, and operate the properties  owned,  leased,  used, and
operated by it. The copies of the  articles of  incorporation  and the bylaws of
RCG and the  equivalent  organizational  documents of each of its  Subsidiaries,
which have  previously been made available to World Access,  are true,  complete
and  correct  copies  of such  documents  as in  effect  as of the  date of this
Agreement.

     Section 8.2. Capitalization.  The entire authorized common capital stock of
RCG consists of 10,000  shares of RCG Stock,  of which 1,249 shares of RCG Stock
are issued and outstanding.  No shares of RCG Stock are held in treasury. All of
the issued and outstanding shares of RCG Stock have been duly authorized and are
validly  issued,  fully paid,  and  nonassessable.  There are no  outstanding or
authorized options, warrants,  purchase rights,  subscription rights, conversion
rights,  exchange  rights,  or other contracts or commitments that could require
RCG or any of its  Subsidiaries  to issue,  sell,  or otherwise  cause to become
outstanding  any of its capital  stock.  There are no  outstanding or authorized
stock appreciation,  phantom stock, profit participation, or similar rights with
respect  to  RCG  and  its  Subsidiaries.  RCG  and  its  Subsidiaries  have  no
outstanding bonds, debentures, notes or other similar obligations the holders of
which have the right to vote generally with holders of RCG Stock.

     Section 8.3. Non-contravention. Subject to Applicable Bankruptcy Law and to
the entry of the Order by the  Bankruptcy  Court,  neither the execution and the
delivery  of  this  Agreement,   nor  the   consummation  of  the   transactions
contemplated  hereby,  will (a) violate any constitution,  statute,  regulation,
rule, injunction,  judgment, order, decree, ruling, charge, or other restriction
of any government,  governmental agency, or court to which any of RCG is subject
or any provision of the charter or bylaws of RCG or any of its Subsidiaries;  or
(b) except with respect to those  agreements for which Consent shall be obtained
prior to Closing,  conflict  with,  result in a breach of,  constitute a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
RCG or any of its  Subsidiaries  is a party  or by which it is bound or to which
any of its  assets is  subject  (or  result in the  imposition  of any  Security
Interest upon any of its assets), except where the violation,  conflict, breach,
default, acceleration, termination, modification,  cancellation, failure to give
notice,  or Security  Interest  would not have an RCG Material  Adverse  Effect.
Except as  required by  Applicable  Bankruptcy  Law and except for the  Required
Consents  and such  Consents  and filings the failure of which to make or obtain
would  have  an  RCG  Material  Adverse  Effect,  neither  RCG  nor  any  of its
Subsidiaries  is required to give any notice to, make any filing with, or obtain
any Consent of any  Regulatory  Authority in order for the Parties to consummate
the transactions contemplated by this Agreement.

     Section 8.4. Brokers' Fees. RCG has no liability or obligation,  contingent
or otherwise,  to pay any fees or commissions or similar payments to any broker,
finder,  or  agent  with  respect  to  the  transactions  contemplated  by  this
Agreement.

     Section 8.5. Title to Assets. Each of RCG and its Subsidiaries has good and
marketable  title  to  all of its  material  properties  and  assets,  real  and
personal, tangible and intangible, used by it, located on its premises, or shown
on the RCG Most Recent  Balance Sheet or acquired  after the date thereof,  free
and clear of all Security  Interests,  except for properties and assets disposed
of in the  Ordinary  Course of  Business  since the date of the RCG Most  Recent
Balance  Sheet.  All  leases  pursuant  to which RCG or any of its  Subsidiaries
leases from other Persons material  amounts of real or personal  property are in
good standing,  valid and effective in accordance with their  respective  terms,
and  there is not,  to the  Knowledge  of RCG,  under  any of such  leases,  any
existing  material  default or event of default (or event which,  with notice or
lapse of time, or both, would  constitute a material  default) except where lack
of such good  standing,  validity  and  effectiveness  or the  existence of such
default or event of default  would not  reasonably  be  expected  to have an RCG
Material Adverse Effect.

     Section 8.6. Subsidiaries.  The RCG Disclosure Schedule sets forth for each
Subsidiary of RCG (a) its name and jurisdiction of incorporation, (b) the number
of shares of authorized  capital stock of each class of its capital  stock,  (c)
the number of issued and outstanding  shares of each class of its capital stock,
the names of the  holders  thereof,  and the number of shares  held by each such
holder, and (d) the number of shares of its capital stock held in treasury.  All
of the issued and outstanding  shares of capital stock of each Subsidiary of RCG
have been duly authorized and are validly issued,  fully paid, and nonassessable
and were issued in accordance with applicable federal and state securities laws.
RCG holds of record and owns beneficially all of the outstanding  shares of each
Subsidiary of RCG, free and clear of any  restrictions  on transfer  (other than
restrictions  under  the  Securities  Act and  state  securities  laws),  taxes,
Security Interests, options, warrants, purchase rights, contracts,  commitments,
equities,  claims, and demands.  There are no outstanding or authorized options,
warrants,  purchase rights,  subscription  rights,  conversion rights,  exchange
rights,  or other  contracts  or  commitments  that could  require  RCG to sell,
transfer,  or otherwise  dispose of any capital stock of any of its Subsidiaries
or that could require any such Subsidiary to issue,  sell, or otherwise cause to
become  outstanding any of its own capital stock. There are no outstanding stock
appreciation,  phantom  stock,  profit  participation,  or similar  rights  with
respect to any Subsidiary of RCG. There are no voting trusts,  proxies, or other
agreements or understandings  with respect to the voting of any capital stock of
any  Subsidiary of RCG. None of RCG and its  Subsidiaries  controls  directly or
indirectly,  or  has  any  direct  or  indirect  equity  participation  in,  any
corporation,  partnership,  trust, or other business  association which is not a
Subsidiary of RCG.

     Section 8.7. Financial Statements. The RCG Disclosure Schedule includes the
following  financial  statements  of  RCG  (collectively,   the  "RCG  Financial
Statements"):  (a) audited consolidated balance sheets and statements of income,
changes in  stockholders'  equity,  and cash flows as of and for the fiscal year
ended December 31, 1996; (b) audited  consolidated balance sheets and statements
of income,  changes in  stockholders'  equity,  and cash flows as of and for the
fiscal year ended December 31, 1997 (the "RCG Most Recent Fiscal Year End"); and
(c)  unaudited  consolidated  balance  sheets and  statements of income and cash
flows  (the  "RCG Most  Recent  Financial  Statements")  as of and for the three
months and year to date period ended March 31, 1998 (the "RCG Most Recent Fiscal
Month End").  The RCG Financial  Statements  (including  the notes thereto) have
been prepared in accordance with GAAP applied on a consistent  basis  throughout
the  periods  covered  thereby  and present  fairly the  consolidated  financial
condition of RCG as of such dates and the consolidated  results of operations of
RCG for such  periods;  provided,  however,  that the RCG Most Recent  Financial
Statements  are  subject  to normal  recurring  adjustments  (which  will not be
material  individually  or in  the  aggregate)  and  lack  footnotes  and  other
presentation  items.  Without limiting the generality of the foregoing,  the RCG
Most Recent Financial  Statements  accurately reflect anticipated material costs
to  complete  all  contracts  or  services  pursuant  to which RCG or any of its
Subsidiaries has agreed to furnish products and services in accordance with GAAP
applied on a basis consistent with the RCG Financial Statements for the RCG Most
Recent Fiscal Year End.

     Section 8.8.  Events  Subsequent to RCG Most Recent Fiscal Year End.  Since
the RCG Most Recent Fiscal Year End, there has not been any RCG Material Adverse
Effect. Without limiting the generality of the foregoing, since that date:

                  (a) none of RCG or any of its Subsidiaries  has sold,  leased,
transferred,  or assigned any material assets,  tangible or intangible,  outside
the Ordinary Course of Business;

                  (b) none of RCG or any of its  Subsidiaries  has entered  into
any material agreement,  contract, lease, or license outside the Ordinary Course
of Business;

                  (c) no party  (including RCG or any of its  Subsidiaries)  has
accelerated,  terminated,  made  material  modifications  to,  or  canceled  any
material  agreement,  contract,  lease,  or  license  to which RCG or any of its
Subsidiaries is a party or by which any of them is bound;

                  (d) none of RCG or any of its  Subsidiaries  has  imposed  any
Security Interest upon any of its material assets, tangible or intangible;

                  (e)  none  of RCG or any of  its  Subsidiaries  has  made  any
material capital expenditures outside the Ordinary Course of Business;

                  (f)  none  of RCG or any of  its  Subsidiaries  has  made  any
material  capital  investment  in, or any  material  loan to,  any other  Person
outside the Ordinary Course of Business;

                  (g)  none  of RCG or any  of  its  Subsidiaries  has  created,
incurred, assumed, or guaranteed more than $50,000 in aggregate indebtedness for
borrowed  money (other than amounts  outstanding  under the DIP  Financing)  and
capitalized lease obligations;

                  (h) other than is normal and  customary  with respect to their
respective  businesses,  none of RCG or any of its  Subsidiaries has granted any
license  or  sublicense  of any  material  rights  under or with  respect to any
Intellectual Property;

                  (i) there has been no change made or authorized in the charter
or bylaws of RCG or any of its Subsidiaries;

                  (j) none of RCG or any of its Subsidiaries  has issued,  sold,
or  otherwise  disposed of any of its  capital  stock,  or granted any  options,
warrants,  or other  rights to purchase or obtain  (including  upon  conversion,
exchange or exercise) any of its capital stock;

                  (k) none of RCG or any of its Subsidiaries  has declared,  set
aside, or paid any dividend or made any distribution with respect to its capital
stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired
any of its capital stock;

                  (l) none of RCG or any of its Subsidiaries has experienced any
material damage,  destruction,  or loss (whether or not covered by insurance) to
its property;

                  (m) none of RCG or any of its  Subsidiaries  has made any loan
to, or entered into any other transaction with, any of its directors,  officers,
and employees outside the Ordinary Course of Business;

                  (n) none of RCG or any of its  Subsidiaries  has entered  into
any material employment contract or collective bargaining agreement,  written or
oral, or modified the terms of any existing  such contract or agreement  outside
the Ordinary Course of Business;

                  (o) none of RCG or any of its  Subsidiaries  has  granted  any
increase in the base compensation of any of its directors, officers or employees
outside the Ordinary Course of Business;

                  (p)  none  of RCG or any  of  its  Subsidiaries  has  adopted,
amended,   modified,  or  terminated  any  bonus,   profit-sharing,   incentive,
severance,  or other plan, contract, or commitment for the benefit of any of its
directors, officers, and employees (or taken any such action with respect to any
other Employee Benefit Plan);

                  (q) none of RCG or any of its  Subsidiaries has made any other
material  change in employment  terms for any of its  directors,  officers,  and
employees outside the Ordinary Course of Business; and

                  (r) none of RCG or any of its  Subsidiaries  has  committed to
any of the foregoing.

     Section  8.9.  Undisclosed   Liabilities.   None  of  RCG  or  any  of  its
Subsidiaries has any material liability (whether asserted or unasserted, whether
absolute or  contingent,  whether  accrued or  unaccrued,  and whether due or to
become due,  including any liability for taxes),  except for (a) liabilities set
forth in the RCG Most Recent Balance Sheet,  (b)  liabilities  which have arisen
since  the date of RCG Most  Recent  Balance  Sheet in the  Ordinary  Course  of
Business,  and (c)  liabilities  disclosed  or  provided  for in the Plan to the
extent and in the amounts so disclosed or provided for.

     Section  8.10.  Legal  Compliance.  Each of RCG and  its  Subsidiaries  has
complied  with  all  applicable  laws  (including  rules,  regulations,   codes,
ordinances, plans, injunctions, judgments, orders, decrees, rulings, and charges
thereunder) of federal,  state, local, and foreign governments (and all agencies
thereof),  and no action,  suit,  proceeding,  hearing,  investigation,  charge,
complaint,  claim,  demand,  or notice  has been filed or  commenced  or, to the
Knowledge  of RCG,  threatened  against it  alleging  any  failure so to comply,
except  where the  failure  to comply  would  not have an RCG  Material  Adverse
Effect.

     Section  8.11.  Tax  Matters.  Except with respect to any such matters that
would not, in the aggregate,  have an RCG Material  Adverse Effect,  (a) each of
RCG and its Subsidiaries has duly filed all federal and state income Tax Returns
and all other  material Tax Returns  (including  those filed on a  consolidated,
combined  or  unitary  basis)  required  to have been filed by RCG or any of its
Subsidiaries  prior to the date hereof and will file, on or before the Effective
Time,  all such returns which are required to be filed after the date hereof and
on or before the Effective  Time,  (b) all of the foregoing  returns and reports
are  true  and  correct  in all  material  respects,  and  each  of RCG  and its
Subsidiaries  has  paid or,  prior to the  Effective  Time,  will pay all  Taxes
required to be paid in respect of the periods covered by such returns or reports
to any federal, state, foreign, local or other taxing authority, (c) each of RCG
and its  Subsidiaries  has paid or made adequate  provision in the RCG Financial
Statements for all Taxes payable in respect of all periods ending on or prior to
December 31,  1997,  (d) neither RCG nor any of its  Subsidiaries  will have any
material liability for any Taxes in excess of the amounts so paid or reserves so
established  or is delinquent in the payment of any material Tax,  assessment or
governmental charge, and none of them has requested any extension of time within
which to file any  returns in  respect  of any fiscal  year which have not since
been filed, (e) no deficiencies for any tax,  assessment or governmental  charge
have been proposed, asserted or assessed in writing (tentatively or definitely),
in each case, by any taxing  authority,  against RCG or any of its  Subsidiaries
for which there are not adequate  reserves in the RCG Most Recent Balance Sheet,
(f) as of the date of this  Agreement,  there are no  extensions  or  waivers or
pending  requests for extensions or waivers of the time to assess or collect any
such Tax, (g) the federal  income Tax Returns of RCG have not been audited,  (h)
neither  RCG nor any of its  Subsidiaries  is nor  has  been a party  to any tax
sharing  agreement with any  corporation  which is not currently a member of the
affiliated group of which RCG is currently a member,  (i) there are no liens for
Taxes on any  assets of RCG or any of its  Subsidiaries  (other  than  statutory
liens  for taxes not yet due or liens  for  which  adequate  reserves  have been
established  in  the  RCG  Financial  Statements,   (j)  each  of  RCG  and  its
Subsidiaries  has withheld and paid (and until the Effective  Time will withhold
and pay) all  income,  social  security,  unemployment,  and all other  material
payroll Taxes required to be withheld  (including  pursuant to Sections 1441 and
1442 of the Code or  similar  provisions  under  foreign  law) and paid by it in
connection   with  amounts  paid  to  any  employee,   independent   contractor,
stockholder,  creditor  or  other  third  party,  and (k) RCG has not  filed  an
election  under  Section  341(f)  of the  Code  to be  treated  as a  consenting
corporation.

     Section 8.12. Real Property

                  8.12.1.  Neither RCG nor any of its Subsidiaries owns any real
property.

                  8.12.2.  To the knowledge of RCG, the RCG Disclosure  Schedule
lists and describes  briefly all real property leased or subleased to RCG or its
Subsidiaries.  RCG shall deliver to World Access concurrent with the delivery of
the RCG  Disclosure  Schedule  correct  and  complete  copies of the  leases and
subleases  listed on the RCG  Disclosure  Schedule  (as  amended to date).  With
respect  to each  material  lease  and  sublease  listed  on the RCG  Disclosure
Schedule:
                            (a) the lease or  sublease is legal, valid, binding,
enforceable,  and in full force and effect in all material respects;

                            (b) no party to the lease or sublease is in material
breach or default, and no event
has occurred which,  with notice or lapse of time,  would  constitute a material
breach  or  default  or  permit  termination,   modification,   or  acceleration
thereunder;

                            (c) no party to the lease or sublease has repudiated
any material provision thereof;

                            (d) there are no material disputes, oral agreements,
or forbearance programs in
effect as to the lease or sublease;

                            (e)  neither  RCG  nor any of its  Subsidiaries  has
assigned, transferred, conveyed, mortgaged, deeded  in  trust, or encumbered any
interest in the leasehold or subleasehold; and

                            (f) all  facilities  leased or subleased  thereunder
have received all approvals of
governmental  authorities  (including material licenses and permits) required in
connection with the operation thereof,  and have been operated and maintained in
accordance  with  applicable  laws,  rules,  and  regulations  in  all  material
respects.

          Section 8.13. Intellectual Property

                  8.13.1.  Each of RCG and its Subsidiaries owns, or is licensed
or otherwise  possesses legally  enforceable  rights to use, all patents,  trade
secrets,   trademarks,   trade  names,  service  marks,   copyrights,   and  any
applications  therefor,  technology,  know-how,  computer  software  programs or
applications,  and tangible or intangible  proprietary  information  or material
that are used in its  business  as  currently  conducted,  except  as would  not
reasonably be expected to have an RCG Material Adverse Effect.

                  8.13.2.  Except as would not reasonably be expected to have an
RCG Material  Adverse Effect (a) neither RCG nor any of its  Subsidiaries  is or
will be, as a result of the  execution  and  delivery of this  Agreement  or the
performance  of its  obligations  hereunder,  in  violation  of any  Third-Party
Intellectual  Property  Rights;  (b) no  claims  with  respect  to the  patents,
registered and material  unregistered  trademarks and service marks,  registered
copyrights, trade names and any applications therefor owned by RCG or any of its
Subsidiaries (the "RCG Intellectual Property Rights"), any trade secret material
to RCG, or Third Party Intellectual Property Rights to the extent arising out of
any use,  reproduction or distribution of such Third Party Intellectual Property
Rights by or through RCG or any of its  Subsidiaries,  are currently pending or,
to the Knowledge of RCG, are overtly  threatened by any Person; and (c) RCG does
not know of any valid ground for any bona fide claims (i) to the effect that the
manufacture, sale, licensing or use of any product as now used, sold or licensed
or proposed for use, sale or license by RCG or any of its Subsidiaries infringes
on any copyright,  patent, trademark, service mark or trade secret, (ii) against
the use by RCG or any of its Subsidiaries of any trademarks,  trade names, trade
secrets, copyrights, patents, technology, know-how or computer software programs
and  applications  used in the  business  of RCG or any of its  Subsidiaries  as
currently  conducted  or as  proposed to be  conducted,  (iii)  challenging  the
ownership,  validity or effectiveness of the RCG Intellectual Property Rights or
other trade secret  material to RCG, or (iv)  challenging the license or legally
enforceable right to use of the Third Party Intellectual Rights by RCG or any of
its Subsidiaries.

                  8.13.3.  To  the  Knowledge  of  RCG,  all  material  patents,
registered  trademarks,  service  marks  and  copyrights  held  by RCG  and  its
Subsidiaries  are valid and  subsisting.  To the  knowledge of RCG,  there is no
material   unauthorized  use,   infringement  or  misappropriation  of  the  RCG
Intellectual  Property  by any third  party,  including  any  employee or former
employee of RCG or any of its subsidiaries.

          Section 8.14.  Tangible Assets. The buildings,  machinery,  equipment,
     and other tangible assets that RCG and its  Subsidiaries  own and lease are
     free from material  defects  (patent and latent),  have been  maintained in
     accordance  with  normal  industry  practice,  and  are in  good  operating
     condition and repair (subject to normal wear and tear).

          Section 8.15. Inventory.  Neither RCG nor any of its Subsidiaries owns
     any inventory.

          Section  8.16.  Contracts.  The  RCG  Disclosure  Schedule  lists  the
     following  contracts  and  other  agreements  to  which  RCG  or any of its
     Subsidiaries is a party:

                  (a) any  agreement  (or group of related  agreements)  for the
lease of personal property to or from any Person providing for lease payments in
excess of $25,000 per annum;

                  (b) any  agreement  (or group of related  agreements)  for the
purchase or sale of raw materials,  commodities,  supplies,  products,  or other
personal property, or for the furnishing or receipt of services, the performance
of  which  will  extend  over  a  period  of  more  than  one  year  or  involve
consideration in excess of $25,000;

                  (c) any agreement concerning a partnership or joint venture;

                  (d) any agreement (or group of related agreements) under which
it has created,  incurred,  assumed, or guaranteed any indebtedness for borrowed
money, or any capitalized lease obligation, in excess of $100,000 or under which
it has imposed a Security Interest on any of its assets, tangible or intangible;

                  (e) any   material  agreement  concerning  confidentiality  or
noncompetition;

                  (f) any material agreement with  any  Affiliates of RCG or any
of its Subsidiaries;

                  (g) any profit sharing,  stock option,  stock purchase,  stock
appreciation,  deferred  compensation,  severance,  or  other  material  plan or
arrangement for the benefit of its current or former  directors,  officers,  and
employees;

                  (h) any  agreement for the  employment of any  individual on a
full-time,  part-time,  consulting, or other basis providing annual compensation
in excess of $150,000 or providing material severance benefits;

                  (i) any  agreement  under which it has  advanced or loaned any
amount to any of its  directors,  officers,  and employees  outside the Ordinary
Course of Business;

                  (j) any agreement under which the consequences of a default or
termination  could have an RCG Material  Adverse  Effect not  identified  on any
other Schedule hereto; and

                  (k) any other  agreement (or group of related  agreements) the
performance of which involves consideration in excess of $25,000.

         RCG shall deliver to World Access  concurrent  with the delivery of the
RCG Disclosure  Schedule or make  available for World Access's  review a correct
and  complete  copy of  each  written  agreement  listed  in the RCG  Disclosure
Schedule  (as  amended  to date),  which  shall be deemed  to be  Schedules  for
purposes  of Section  15.12  hereof,  and a written  summary  setting  forth the
material  terms and  conditions  of each oral  agreement  referred to in the RCG
Disclosure Schedule.  Except as set forth on the RCG Disclosure Schedule, to the
Knowledge of RCG,  with  respect to each such  agreement:  (a) the  agreement is
legal, valid, binding, enforceable, and in full force and effect in all material
respects;  (b) no party is in  material  breach  or  default,  and no event  has
occurred which with notice or lapse of time would  constitute a material  breach
or default,  or permit  termination,  modification,  or acceleration,  under the
agreement;  and (c) no  party  has  repudiated  any  material  provision  of the
agreement.

      Section 8.17.  Notes  and  Accounts   Receivable.   All notes and accounts
receivable of each of RCG and its  Subsidiaries  are  reflected  properly on its
books and records, are valid receivables,  are current and collectible, and will
be collected in accordance with their terms at their recorded  amounts,  subject
only to the  reserve  for bad debts set forth on the face of the RCG Most Recent
Balance Sheet (rather than in any notes  thereto) as adjusted for operations and
transactions through the Closing Date in the Ordinary Course of Business of RCG.

     Section 8.18.  Insurance.  Each of RCG and its Subsidiaries has been and is
insured  with  respect to its  properties  and  conduct of its  business in such
amounts and against such risks as are reasonable in relation to its business and
will maintain such insurance at least through the Effective Time.

     Section  8.19.  Litigation.   Except  for  the  Chapter  11  Case  and  the
proceedings  brought to enforce or determine the Allowed Claims and the Disputed
Claims and other than orders of the Bankruptcy Court, neither RCG nor any of its
Subsidiaries  (a) is subject to any  outstanding  injunction,  judgment,  order,
decree,  ruling,  or charge or (b) is a party or, to the  Knowledge  of RCG,  is
threatened  to be made a party to any  action,  suit,  proceeding,  hearing,  or
investigation  of, in, or before any court or  quasi-judicial  or administrative
agency of any  federal,  state,  local,  or foreign  jurisdiction  or before any
arbitrator, and to the Knowledge of RCG, no reasonable basis therefor exists.

     Section  8.20.  Employees.  To the  Knowledge  of RCG,  no  executive,  key
employee,  or significant group of employees plans to terminate  employment with
RCG or its Subsidiaries  during the next six months.  Neither RCG nor any of its
Subsidiaries is a party to or bound by any collective bargaining agreement,  nor
has it  experienced  any strike or  material  grievance,  claim of unfair  labor
practices, or other collective bargaining dispute within the past three years.

     Section 8.21. Employee Benefits

                  8.21.1. The RCG Disclosure  Schedule lists all RCG Plans. With
respect to each RCG Plan, RCG has made available to World Access a true, correct
and  complete  copy of: (a) each writing  constituting  a part of such RCG Plan,
including all plan documents, benefit schedules, trust agreements, and insurance
contracts  and other funding  vehicles;  (b) the most recent Annual Report (Form
5500 Series) and  accompanying  schedule,  if any; (c) the current  summary plan
description,  if any; (d) the most recent annual financial  report,  if any; and
(e) the most recent  determination  letter from the Internal Revenue Service, if
any.

                  8.21.2.  The Internal  Revenue  Service has issued a favorable
determination  letter or opinion  letter  with  respect to each RCG Plan that is
intended to be a "qualified  plan"  within the meaning of Section  401(a) of the
Code (a "Qualified  RCG Plan") and there are no existing  circumstances  nor any
events that have occurred that could  adversely  affect the qualified  status of
any Qualified RCG Plan or the related trust.

                  8.21.3. All contributions  required to be made to any RCG Plan
by applicable Law or by any plan document or other contractual undertaking,  and
all premiums due or payable with respect to insurance  policies  funding any RCG
Plan,  for any period  through  the date hereof have been timely made or paid in
full and through the Closing Date will be timely made or paid in full or, to the
extent  not  required  to be made or paid on or  before  the date  hereof or the
Closing Date,  as  applicable,  have been or will be fully  reflected in the RCG
Financial Statements.

                  8.21.4. Each of RCG and its Subsidiaries has complied,  and is
now in compliance,  in all material respects,  with all provisions of ERISA, the
Code and all laws and regulations applicable to the RCG Plans. There is not now,
and there are no existing  circumstances that standing alone could give rise to,
any  requirement  for the posting of security with respect to an RCG Plan or the
imposition of any lien on the assets of RCG under ERISA or the Code.

                  8.21.5.  No RCG Plan is subject to Title IV or Section  302 of
ERISA or Section 412 or 4971 of the Code. No RCG Plan is Multi-employer  Plan or
a Multiple Employer Plan, nor has RCG, nor any of its ERISA  Affiliates,  at any
time within five years before the date hereof,  contributed to or been obligated
to contribute to any Multi-employer Plan or Multiple Employer Plan.

                  8.21.6.  There does not now exist,  and there are no  existing
circumstances that could result in, any Controlled Group Liability that would be
a liability of RCG or any of its Subsidiaries  following the Closing, other than
normal  funding  responsibilities.   Without  limiting  the  generality  of  the
foregoing,  neither  RCG nor any of its ERISA  Affiliates,  has  engaged  in any
transaction described in Section 4069 or Section 4204 of ERISA.

                  8.21.7. Except for health continuation coverage as required by
Section 4980B of the Code or Part 6 of Title I of ERISA,  neither RCG nor any of
it  Subsidiaries  has any liability for life,  health,  medical or other welfare
benefits to former employees or beneficiaries or dependents thereof.

                  8.21.8.  Neither the execution and delivery of this  Agreement
nor the  consummation of the  transactions  contemplated  hereby will result in,
cause the  accelerated  vesting or delivery  of, or increase the amount or value
of, any payment or benefit to any  employee  or  director or former  employee or
former  director  of RCG or any of its  Subsidiaries,  pursuant  to a "change in
control" or "change of control" or otherwise. Without limiting the generality of
the foregoing,  no amount paid or payable by RCG or any of its  Subsidiaries  in
connection with the transactions  contemplated  hereby either solely as a result
thereof or as a result of such transactions in conjunction with any other events
will be an "excess parachute  payment" within the meaning of Section 280G of the
Code.

                  8.21.9.  There are no  pending  or, to the  Knowledge  of RCG,
threatened  claims  (other than claims for  benefits  in the  ordinary  course),
lawsuits or arbitrations  which have been asserted or instituted against the RCG
Plans, any fiduciaries  thereof with respect to their duties to the RCG Plans or
the  assets  of any of the  trusts  under  any of  the  RCG  Plans  which  could
reasonably  be expected to result in any material  liability of RCG to the PBGC,
the Department of Treasury, the Department of Labor or any Multi-employer Plan.

     Section 8.22.  Guaranties.  Other than claims against RCG in the Bankruptcy
Case,  neither RCG nor any of its  Subsidiaries  is a guarantor  or otherwise is
responsible  for any liability or  obligation  (including  indebtedness)  of any
other Person.

     Section 8.23. Environment, Health, and Safety

                  8.23.1.  Each of RCG and its  Subsidiaries:  (a) has  complied
with the Environmental, Health, and Safety Laws in all material respects, and no
action, suit, proceeding,  hearing,  investigation,  charge,  complaint,  claim,
demand,  or notice has been filed or commenced  against any of them alleging any
such  failure to comply;  (b) has  obtained  and has at all times been and is in
substantial  compliance  with all of the terms and  conditions  of all  permits,
licenses,  and  other  authorizations,  certifications  and  training  which are
required  under any of the  Environmental,  Health,  and  Safety  Laws;  (c) has
complied in all  material  respects  with all other  limitations,  restrictions,
conditions, standards, prohibitions,  requirements,  obligations, schedules, and
timetables which are contained in the  Environmental,  Health,  and Safety Laws;
and (d) will provide World Access  within ten Business Days hereof,  with copies
within its possession or control of all environmental  assessments,  complaints,
claims,  consent  orders or  agreements,  notices  of  violations,  governmental
inquiries and permits issued or arising under or subject or relating or pursuant
to any  Environmental,  Health and Safety Laws for any property owned, now or in
the past or to be acquired prior to Closing,  by RCG or any of its Subsidiaries,
and such copies  shall be deemed to be Schedules  for purposes of Section  15.12
hereof.

                  8.23.2.  Neither  RCG  nor  any of its  Subsidiaries  has  any
material liability,  and neither RCG nor any of its Subsidiaries or any of their
respective  predecessors has handled or disposed of any substance,  arranged for
the disposal of any substance,  exposed any employee or other  individual to any
substance  or  condition,  or owned or operated  any property or facility in any
manner that could give rise to any  material  liability,  for  contamination  or
damage to any site, location, or body of water (surface or subsurface),  for any
illness of or personal  injury to any employee or other  individual,  or for any
reason under any Environmental, Health, and Safety Law.

     Section 8.24.  Proxy Statement.  None of the information  supplied or to be
supplied  by or on behalf of RCG or any of its  Subsidiaries  for  inclusion  or
incorporation  by reference in the Proxy  Statement  will, at the date mailed to
the  stockholders  of New  World  Access,  and at the  time  of the  meeting  of
stockholders  of New World  Access  to be held in  connection  with the  Merger,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.

                                   ARTICLE 9.
                                    COVENANTS

     Section 9.1.  Conduct of Business of RCG and its  Subsidiaries.  During the
period  from  the  date of this  Agreement  to the  Effective  Time,  except  as
expressly  contemplated  by any other  provision of this  Agreement or except as
authorized by Bankruptcy Court order, each of RCG and its Subsidiaries shall (a)
conduct its  business in the Ordinary  Course or as permitted by the  Bankruptcy
Court;  (b) use its best efforts to maintain  and  preserve  intact its business
organization,  employees,  goodwill  with  customers and  advantageous  business
relationships and retain the services of its officers and key employees; and (c)
except as required by law,  regulation or Bankruptcy Court order, take no action
which  would  adversely  affect or delay the  ability of any Party to obtain any
Consent from any  Regulatory  Authorities  or other  approvals  required for the
consummation of the transactions contemplated hereby or to perform its covenants
and agreements under this Agreement. By way of amplification and not limitation,
except as expressly  contemplated  by any other  provision of this  Agreement or
except as  authorized  by  Bankruptcy  Court  order,  neither RCG nor any of its
Subsidiaries  shall,  between the date of this Agreement and the Effective Time,
directly or  indirectly,  do, or agree to do, any of the  following  without the
prior written  consent of World Access,  which consent shall not be unreasonably
withheld or delayed:

                            (a)  amend or otherwise change its charter or bylaws
or  equivalent  organizational documents;

                            (b)  issue,   sell,   pledge,   dispose  of,  grant,
transfer, lease, license, guarantee or
encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer,
lease,  license or  encumbrance of (i) any shares of capital stock of RCG or any
of its Subsidiaries of any class, or securities convertible into or exchangeable
or exercisable for any shares of such capital stock, or any options, warrants or
other  rights of any kind to acquire any shares of such  capital  stock,  or any
other ownership  interest of RCG or any of its Subsidiaries,  or (ii) other than
in  the  Ordinary  Course,  any  property  or  assets  of  RCG  or  any  of  its
Subsidiaries;

                            (c) (i)  except for  amounts  of DIP  Financing  not
in excess of $25,000,000, incur any indebtedness for borrowed money or issue any
debt   securities  or  assume,   guarantee  or  endorse,   or  otherwise  as  an
accommodation become responsible for, the obligations of any Person for borrowed
money or make any loans or  advances,  (ii) other than in the  Ordinary  Course,
terminate,  cancel or request any  material  change in, or agree to any material
change in, any contract or agreement  listed in the RCG  Disclosure  Schedule or
enter into any  contract  or  agreement  material  to its  business,  results of
operations  or  financial  condition,   (iii)  make  or  authorize  any  capital
expenditure,  other than capital  expenditures  in the Ordinary Course that have
been budgeted for calendar year 1998 and disclosed to World Access that are not,
in the  aggregate,  in excess of  $2,500,000,  or (iv)  enter  into or amend any
contract,  agreement,  commitment or arrangement that, if fully performed, would
not be permitted under this Section 9.1;

                            (d)     declare, set aside, make or pay any dividend
or other  distribution,  payable in cash,  stock,  property or  otherwise,  with
respect to any of its capital stock;

                            (e)     reclassify,  combine,  split,  subdivide  or
redeem,  purchase  or  otherwise acquire, directly  or  indirectly,  any  of its
capital stock;

                            (f)     amend   the  terms  of,  repurchase,  redeem
or  otherwise  acquire   any  of  its  securities  or  propose  to do any of the
foregoing;

                            (g)     pay,  discharge,  settle  or   satisfy   any
claims,  liabilities or obligations (absolute,  accrued, asserted or unasserted,
contingent or otherwise),  other than pursuant to Bankruptcy  Court order or the
payment,  discharge  or  satisfaction  in the  Ordinary  Course of  Business  of
liabilities  reflected or reserved  against on the RCG most recent Balance Sheet
and only to the extent of such reserves;

                            (h) take  any  action  with  respect  to  accounting
policies or  procedures,  other than actions in the ordinary  course of business
consistent with past practice or as required by GAAP;

                            (i)     make  any   tax   election   or   settle  or
compromise  any  material  federal,  state or local  United  States  income  tax
liability,  or any income tax  liability of any other  jurisdiction,  other than
those made in the Ordinary Course of Business  consistent with past practice and
those for which  specific  reserves  have been  recorded  on the RCG Most Recent
Balance Sheet and only to the extent of such reserves;

                            (j)     enter into or amend any contract, agreement,
commitment or arrangement  with, or enter into any transaction with, or make any
payment  to or on  account  or behalf  of,  any  Affiliate  of RCG or any of its
Subsidiaries; or

                            (k)     authorize  or  enter  into  any   formal  or
informal  agreement or otherwise  make any commitment to do any of the foregoing
or to take any action which would make any of the  representations or warranties
of RCG  contained  in this  Agreement  untrue or  incorrect  or prevent RCG from
performing or cause RCG not to perform its covenants  hereunder or result in any
of the conditions to the Merger set forth herein not being satisfied.

     Section  9.2.  Conduct  of World  Access and its  Subsidiaries.  During the
period from the date of this  Agreement to the  Effective  Time,  except for any
actions  taken by  World  Access  or New  World  Access  relating  to any  other
acquisitions  or business  combinations  with a  non-Affiliate  or as  expressly
contemplated by any other provision of this Agreement,  each of World Access and
its Subsidiaries  shall (a) conduct its business in the Ordinary Course, (b) use
its best  efforts to maintain and  preserve  intact its  business  organization,
employees,  goodwill with customers and advantageous business  relationships and
retain  the  services  of its  officers  and key  employees,  and (c)  except as
required by law or regulation,  take no action which would  adversely  affect or
delay the  ability  of any  Party to  obtain  any  Consent  from any  Regulatory
Authorities or other approvals required for the consummation of the transactions
contemplated  hereby or to  perform  its  covenants  and  agreements  under this
Agreement.  By way of amplification  and not limitation,  except for any actions
taken  by  World  Access   relating  to  any  other   acquisitions  or  business
combinations  with a  non-Affiliate  or as expressly  contemplated  by any other
provision of this  Agreement,  neither World Access nor any of its  Subsidiaries
shall,  between the date of this Agreement and the Effective  Time,  directly or
indirectly,  do, or agree to do, any of the following  without the prior written
consent of RCG, which consent shall not be unreasonably withheld or delayed:

                            (a)     amend or  otherwise  change  its  charter or
bylaws or  equivalent  organizational documents;

                            (b)     declare, set aside, make or pay any dividend
or other  distribution,  payable in cash,  stock,  property or  otherwise,  with
respect to any of its  capital  stock,  except that (i) any  Subsidiary  may pay
dividends or make other  distributions  to World Access or any other  Subsidiary
and (ii) World  Access or New World  Access  may adopt a rights  plan or "poison
pill";

                            (c)     reclassify,  combine,  split,  subdivide  or
redeem,  purchase  or  otherwise  acquire,  directly or  indirectly,  any of its
capital stock;

                            (d)     sell,   transfer,   license,  sublicense  or
otherwise   dispose  of  any  material  assets  having  a  value  in  excess  of
$10,000,000; or

                            (e)     authorize   or  enter  into   any  formal or
informal  agreement or otherwise  make any commitment to do any of the foregoing
or to take any action which would make any of the  representations or warranties
of World Access contained in this Agreement untrue or incorrect or prevent World
Access  from  performing  or cause  World  Access not to perform  its  covenants
hereunder or result in any of the  conditions to the Merger set forth herein not
being satisfied.

     Section 9.3.  Access to Books and Records.  Each of the Parties  will,  and
World Access and RCG will cause each of their respective Subsidiaries to, permit
representatives of the other Parties to have reasonable access at all reasonable
times,  and  in a  manner  so as not  to  interfere  with  the  normal  business
operations, to all premises,  properties,  personnel,  books, records (including
tax records),  contracts,  and documents of or pertaining to each of the Parties
and their Subsidiaries in accordance with reasonable  procedures required by the
Parties that are designed to minimize the impact on each Party's business.  Each
of the  Parties  will  treat and hold as such any  Confidential  Information  it
receives  from any of the  Parties and their  Subsidiaries  in the course of the
reviews  contemplated  by this  Section,  will  not use any of the  Confidential
Information except in connection with this Agreement,  and, if this Agreement is
terminated for any reason whatsoever,  agrees to return all tangible embodiments
(and all copies thereof),  to whichever of the Parties that originally disclosed
such embodiments, which are in its possession.

     Section  9.4.  Approval  of  Stockholders  of New  World  Access.  Promptly
following the  consummation  of the Holding  Company  Reorganization,  New World
Access will take all steps necessary under applicable law and its certificate of
incorporation  and bylaws to call, give notice of, convene and hold a meeting of
its  stockholders for the purpose of approving this Agreement and the Merger and
for such  other  purposes  consistent  with  the  complete  performance  of this
Agreement as may be necessary or desirable. Unless the Board of Directors of New
World Access determines in good faith, based upon advice of its outside counsel,
that such recommendation would violate its fiduciary duties to its stockholders,
the Board of Directors of New World  Access will  recommend to its  stockholders
the approval of this  Agreement,  the Merger and the  transactions  contemplated
hereby and will use its best  efforts to obtain the  necessary  approvals by its
stockholders of this  Agreement,  the Merger and the  transactions  contemplated
hereby.

     Section 9.5. Perparation of Proxy Statement. In connection with the meeting
of its stockholders to be held pursuant to Section 9.4 hereof,  New World Access
shall promptly prepare a proxy statement for submission to its stockholders (the
"Proxy  Statement").  RCG  shall  promptly  furnish  New World  Access  with all
information  concerning its business and financial statements and affairs which,
in the reasonable  judgment of New World Access or its counsel,  may be required
or  appropriate  for inclusion in the Proxy  Statement and shall take such other
action as they may reasonably  request in connection  with the Proxy  Statement.
New World Access shall  provide,  and is responsible  for, all such  information
related to New World  Access  and  Merger  Sub,  and RCG shall  provide,  and is
responsible for, all such  information  related to RCG. Once the Proxy Statement
has been authorized for mailing either by notice from the SEC or by the lapse of
time for  review and  comment  by the SEC,  New World  Access  shall  thereafter
promptly mail to its  stockholders  the Proxy  Statement in definitive  form (as
amended or supplemented).  Each of New World Access and RCG shall also take such
other  reasonable  actions as may be required  to be taken under any  applicable
state  securities  laws in  connection  with the issuance of shares of New World
Access Stock and the transactions contemplated by this Agreement.

     Section 9.6.  Affiliates.  Prior to the Closing Date,  RCG shall deliver to
New World  Access a letter  identifying  all  Persons  who are, at the time this
Agreement is submitted  for approval to the  stockholders  of New World  Access,
"affiliates" of RCG for purposes of Rule 145 under the Securities Act. RCG shall
use its best  efforts  to cause  each such  "affiliate"  to deliver to New World
Access on or prior to the Closing Date a written agreement  substantially in the
form attached as Exhibit "A."

                                   ARTICLE 10.
                              ADDITIONAL AGREEMENTS

     Section  10.1.  Best  Efforts;  Cooperation.   Subject  to  the  terms  and
conditions  herein provided,  each of the Parties agrees to use its best efforts
promptly  to take,  or cause to be taken,  all actions and to do, or cause to be
done,  all things  necessary,  proper or  advisable  under  applicable  laws and
regulations,  or  otherwise,   including  attempting  to  obtain  all  necessary
Consents,  to  consummate  and  make  effective,  as  soon as  practicable,  the
transactions  contemplated  by this  Agreement.  Nothing in this Section 10.1 or
elsewhere in this Agreement shall be construed to require RCG, its  shareholders
or agents to act in any manner  inconsistent  with Applicable  Bankruptcy Law or
any of their respective duties thereunder.

     Section 10.2. Regulatory Matters

                  10.2.1.   Following   the   execution  and  delivery  of  this
Agreement,  World  Access  and RCG  shall  cause to be  prepared  and  filed all
required  applications  and filings with the  Regulatory  Authorities  which are
necessary or  contemplated  for the obtaining of the Consents of the  Regulatory
Authorities and the consummation of the Merger,  including any Consents required
to be  obtained  under the HSR Act or the  Communications  Act or from any state
public service  commission  ("PUC").  Such  applications and filings shall be in
such form as may be prescribed by the respective  government  agencies and shall
contain such information as they may require.  The Parties hereto will cooperate
with each other and use reasonable  efforts to prepare and execute all necessary
documentation, to effect all necessary or contemplated filings and to obtain all
necessary  or  contemplated  Consents of the  Regulatory  Authorities  and third
parties  which are necessary or  contemplated  to  consummate  the  transactions
contemplated by this Agreement,  including the stockholders of New World Access.
Each of the Parties shall have the right to review and approve in advance, which
approval shall not be  unreasonably  withheld,  any filing made with, or written
material  submitted  to,  any  Regulatory   Authority  in  connection  with  the
transactions contemplated by this Agreement.

                  10.2.2.  Each Party will  furnish the other  Parties  with all
information  concerning  itself,  its  Subsidiaries,   directors,  officers  and
stockholders,  as  applicable,  and such other  matters as may be  necessary  or
advisable in connection  with any statement or application  made by or on behalf
of any such Party to any governmental  body in connection with the transactions,
applications  or filings  contemplated  by this  Agreement.  Upon  request,  the
Parties  hereto  will  promptly  furnish  each  other  with  copies  of  written
communications  received  by them or  their  respective  Subsidiaries  from,  or
delivered by any of the  foregoing to, any  governmental  body in respect of the
transactions contemplated hereby.

     Section  10.3.  Indemnification  Regarding the Proxy  Statement.  New World
Access, with respect to RCG, and RCG, with respect to New World Access, agree to
indemnify,  defend and hold harmless the other,  their respective  Subsidiaries,
and each of their respective present and former officers,  directors,  employees
and  agents,  from  and  against  all  losses,  expenses,   claims,  damages  or
liabilities  to which  any of them may  become  subject  under  applicable  laws
(including  the Exchange  Act),  and will  reimburse each of them for any legal,
accounting  or  other   expenses   reasonably   incurred  in   connection   with
investigating  or  defending  any such  actions,  whether  or not  resulting  in
liability,  insofar as such losses,  expenses,  claims,  damages or  liabilities
arise out of or are based upon any untrue  statement or alleged untrue statement
of material fact provided by the  indemnifying  Party and contained in the Proxy
Statement or arise out of or are based upon the omission or alleged  omission by
the  indemnifying  Party to state therein a material fact  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

     Section 10.4. Notice of Developments.  Each of the Parties will give prompt
written notice to other Parties of any material adverse  development that causes
or is  likely  to cause a  material  breach  of any of its  representations  and
warranties contained in this Agreement. Such disclosure by any Party pursuant to
this Section shall be deemed to amend or supplement any disclosure  contained in
the Schedules attached hereto to prevent or cure any  misrepresentation,  breach
of warranty, or breach of covenant.

     Section  10.5.  Notices and  Consents.  Each of the  Parties  will give any
notices  (and will cause each of the Parties  within  their  control to give any
notices) to third parties,  and will use their reasonable efforts to obtain (and
will cause each of the  Parties  within  their  control to use their  reasonable
efforts to obtain) any  third-party  consents that may be required to consummate
the transactions contemplated hereby.

     Section 10.6. Indemnity

                  10.6.1. New World Access shall cause the Surviving Corporation
to keep in  effect  provisions  of its  articles  of  incorporation  and  bylaws
providing   for   exculpation   of  director  and  officer   liability  and  its
indemnification  of each  Person who is now an officer or director of RCG to the
fullest extent  permitted under the IBCA which  provisions  shall not be amended
except as required by applicable law or except to make changes  permitted by law
that would enlarge such Persons'  right of  indemnification.  The  provisions of
this Section  shall  survive the  consummation  of the Merger and  expressly are
intended to benefit each Person who is now an officer or director of RCG.

     Section 10.7. Offers of Employment.  At the Closing, New World Access shall
execute  and  deliver to each of Steven A. Odom,  John D.  Phillips,  Hensley E.
West,  Mark A.  Gergel and W. Tod Chmar an  executive  employment  agreement  in
substantially the form attached hereto as Exhibit "B".

     Section 10.8. Exclusive Dealing

                  10.8.1.  RCG shall not,  nor shall it  authorize or permit any
officer,  director  of  employee  of,  or  any  attorney  or  other  advisor  or
representative of, RCG to, (i) solicit or initiate,  or encourage the submission
of,  any  Acquisition  Proposal  or  (ii)  participate  in  any  discussions  or
negotiations  regarding,  or furnish to any Person any information  with respect
to, or take any other action to  facilitate  any  inquiries or the making of any
proposal  that  constitutes,  or may  reasonably  be  expected  to lead to,  any
Acquisition Proposal.

                  10.8.2. The Board of Directors of RCG shall not (i) approve or
recommend, or propose to approve or recommend,  any Acquisition Proposal or (ii)
enter  into any type of  agreement  or  letter  of intent  with  respect  to any
Acquisition Proposal.

                  10.8.3. If an Acquisition  Proposal shall have been made prior
to the termination of this Agreement and RCG at any time thereafter  consummates
a transaction  contemplated by or resulting from such Acquisition Proposal, then
RCG shall pay, or cause to be paid,  in same day funds,  to World  Access,  upon
demand,  all of the costs and expenses  incurred by World  Access in  connection
with this  Agreement,  including  fees and expenses of its  financial  advisors,
accountants  and  counsel  (the  "Expenses"),  plus the sum of  $5,000,000  (the
"Termination  Fee").  The  Parties  acknowledge  that  damages in the event of a
breach of this Section 10.8 will be difficult to ascertain and that the Expenses
and the  Termination  Fee are  intended to be full  liquidated  damages and such
damages represent the Parties' best estimate of such damages. RCG will recommend
that  the  Bankruptcy  Court  approve  the  payment  of  the  Expenses  and  the
Termination Fee. The parties expressly acknowledge that the foregoing liquidated
damages  are  intended  not as a penalty but as full  liquidated  damages in the
event of a breach of this  Section  10.8,  and  World  Access  acknowledges  the
Expenses and the Termination Fee are its sole and exclusive  remedy for a breach
of this Section 10.8.

                  10.8.4.  In  addition to the  obligations  of RCG set forth in
Sections  10.8.1,  10.8.2 and 10.8.3 above, RCG shall  immediately  advise World
Access  orally  and  in  writing  of  any  request  for  information  or of  any
Acquisition  Proposal, or any inquiry with respect to or which could lead to any
Acquisition  Proposal,  the  material  terms  and  conditions  of such  request,
Acquisition  Proposal or  inquiry,  and the  identity  of the Person  making any
Acquisition  Proposal or inquiry.  RCG shall keep World Access fully informed of
the status and details (including amendments or proposed amendments) of any such
request, Acquisition Proposal or inquiry.

                  10.8.5. Notwithstanding anything in Sections 10.8.1 and 10.8.2
to the contrary, nothing contained in this Section 10.8 shall prohibit the Board
of Directors of RCG from furnishing information to, or entering into discussions
or  negotiations  or an  agreement  with,  any  Person or entity who has made an
unsolicited  Acquisition Proposal if the Board of Directors of RCG determines in
its good  faith  judgment,  based  upon a  written  opinion  of its  independent
counsel, that such action is required for it to comply with its fiduciary duties
to RCG shareholders  under applicable law or to otherwise comply with Applicable
Bankruptcy Law or any order of the Bankruptcy Court.

     Section 10.9.  Bankruptcy Court Approval.  Subject to Applicable Bankruptcy
Law, RCG shall use its best efforts to obtain  Bankruptcy  Court approval of the
Plan.  Notwithstanding  the  foregoing,  neither  RCG nor any of its  directors,
officers,  attorneys or agents  shall have any  liability to World Access or New
World  Access if the Plan is not  confirmed  other than as  provided  in Section
10.8.3 above.

                                   ARTICLE 11.
                          MUTUAL CONDITIONS TO CLOSING

         The obligations of the Parties to consummate the transactions  provided
for herein shall be subject to the  satisfaction  of the  following  conditions,
unless any of the following are waived by the Parties:

     Section 11.1.  Stockholder Approval. The Merger shall have been approved by
the requisite vote of the stockholders of New World Access.

     Section  11.2.  Regulatory   Approvals.   All  necessary  Consents  of  the
Regulatory Authorities (including the FCC and the PUCs) shall have been obtained
and all notice and waiting periods required by law (including any waiting period
applicable  to the  Merger  under  the HSR Act) to pass  after  receipt  of such
Consents shall have been terminated or shall have expired, and all conditions to
consummation of the Merger set forth in such Consents shall have been satisfied.
New World Access  shall have  received  all permits or other  authorizations  or
confirmations   as  to  the   availability  of  exemptions   from   registration
requirements  under all federal and state securities laws as may be necessary to
issue shares of New World Access Stock pursuant to this Agreement.

     Section 11.3. Litigation.  There shall be no actual or threatened causes of
action,  investigations  or proceedings (a) challenging the validity or legality
of this Agreement or the consummation of the  transactions  contemplated by this
Agreement; (b) seeking damages in connection with the transactions  contemplated
by this  Agreement;  or (c) seeking to restrain or invalidate  the  transactions
contemplated  by this  Agreement,  which, in the case of (a) through (c), and in
the  reasonable  judgment  of New World  Access and RCG,  based  upon  advice of
counsel,  would have a material  adverse effect with respect to the interests of
New World Access and RCG, as the case may be.

     Section 11.4.  Proxy  Statement.  The Proxy Statement shall have been filed
with the SEC for review and comment and shall have been  authorized for mailing,
either by notice from the SEC or the lapse of time for review and comment by the
SEC.

     Section 11.5. Consummation of Holding Company  Reorganization.  The Holding
Company Reorganization shall have been consummated.

     Section  11.6.  Resignations.  New World  Access  shall have  received  the
resignations,  effective as of the Closing, of each director and officer of RCG,
other than those whom shall have been agreed upon by the Parties as specified in
writing at least 30 days prior to the Closing.

     Section 11.7. Material  Condition.  There shall not be any action taken, or
any statute,  rule,  regulation or order  enacted,  entered,  enforced or deemed
applicable to the Merger by any Regulatory  Authority  which, in connection with
the grant of any Consent by any Regulatory  Authority,  imposes, in the judgment
of the Parties any material adverse  requirement upon the Parties, or any one of
them,  provided  that  no such  term  or  condition  imposed  by any  Regulatory
Authority  in  connection  with  the  grant  of any  Consent  by any  Regulatory
Authority  shall be  deemed  to be a  material  adverse  requirement  unless  it
materially  differs from terms and  conditions  customarily  imposed by any such
entity  in  connection  with  the  acquisition  of  corporations  under  similar
circumstances.

     Section  11.8.  Consents.   All  Consents  of  third  parties  required  in
connection with the transactions  contemplated  hereby shall have been obtained,
except where the failure to obtain such Consents,  in the  aggregate,  would not
reasonably be expected to result in a World Access Material Adverse Effect or an
RCG  Material  Adverse  Effect,  provided  that a Party  which  has not used all
reasonable  efforts  to obtain a Consent  may not  assert  this  condition  with
respect to such Consent.

     Section 11.9.  Bankruptcy  Court approval.  The Bankruptcy Court shall have
entered the Order, and the Order shall have become a Final Order.

     Section  11.10 NASDAQ  Listing.  The shares of New World Access Stock to be
issued  hereunder  shall have been approved upon official notice of issuance for
quotation on NASDAQ or listing on a national  securities exchange agreed upon by
the Parties in writing prior to the Closing.

     Section 11.11. U.K.  Acquisition  Transaction.  The U.K.  Acquisition shall
have been consummated.

                                   ARTICLE 12.
                CONDITIONS TO THE OBLIGATIONS OF NEW WORLD ACCESS

         The  obligations  of New World  Access to  consummate  the  Merger  are
subject to the fulfillment of each of the following conditions, unless waived by
World Access or New World Access:

     Section 12.1.  Representations  and  Warranties.  The  representations  and
warranties of RCG set forth in this Agreement and in any certificate or document
delivered  pursuant hereto shall be true and correct in all material respects as
of the  date of this  Agreement  and as of all  times  up to and  including  the
Effective  Time (as though  made on and as of the  Effective  Time except to the
extent such  representations and warranties are by their express provisions made
as of a  specified  date and except for  changes  therein  contemplated  by this
Agreement).

     Section 12.2.  Performance  of  Obligations.  RCG shall have  performed all
covenants,  obligations and agreements required to be performed by it under this
Agreement prior to the Effective Time.

     Section 12.3.  Certificate  Representing  Satisfaction  of Conditions.  RCG
shall have  delivered to New World Access a certificate  dated as of the Closing
Date as to the  satisfaction of the matters  described in Sections 12.1 and 12.2
hereof,   and  such  certificate  shall  be  deemed  to  constitute   additional
representations,  warranties,  covenants,  and  agreements  of  RCG  under  this
Agreement.

     Section 12.4.  Material  Adverse Change.  Since the date of this Agreement,
there shall not have been any RCG Material Adverse Effect.

     Section 12.5. Tax Opinion. New World Access shall have received an opinion,
dated  the  Closing  Date,  from  Rogers  & Hardin  LLP,  based  upon  customary
representations  and  warranties,  to the  effect  that no gain or loss  will be
recognized by New World Access, RCG or Merger Sub as a result of the Merger.

     Section  12.6.  Legal  Opinion.  New World  Access  shall have  received an
opinion, dated the Closing Date, from Katten Muchin & Zavis,  bankruptcy counsel
to RCG,  covering  such  matters  relating  to the  Chapter  11 Case as shall be
reasonably requested by New World Access.

     Section  12.7.  Carrier  Service  Agreement.  RCG shall have entered into a
Carrier Service Agreement with WNSI in substantially the form attached hereto as
Exhibit "C".

     Section 12.8.  Operating  Performance  of RCG. RCG's gross revenues for the
calendar  month  immediately  preceding  the Closing  Date shall be no less than
$25.0 million,  and its gross profit margin for such month shall be no less than
5.0%.

     Section  12.9.  Approval of Plan and Order.  Each of the Plan and the Order
(which shall have become a Final Order) shall be acceptable to New World Access.

     Section 12.10. Net Operating Losses. There shall have been no determination
by New World Access that facts, events or conditions arising or occurring, or of
which New World Access  becomes aware,  after the date of this  Agreement  could
reasonably be expected to materially limit the Surviving  Corporation's  ability
to utilize net operating  losses of RCG incurred  before the  Effective  Time to
offset,  for federal  income tax purposes,  at least  $125,000,000  of otherwise
taxable income of the Surviving Corporation after the Effective Time.

     Section 12.11.  Net Worth. At the Effective Time, RCG shall have a positive
tangible net worth.

                                   ARTICLE 13.
                        CONDITIONS TO OBLIGATIONS OF RCG

         The  obligations  of RCG to  consummate  the Merger are  subject to the
fulfillment of each of the following conditions, unless waived by RCG:

     Section 13.1.  Representations  and  Warranties.  The  representations  and
warranties  of  the  other  Parties  set  forth  in  this  Agreement  and in any
certificate or document  delivered  pursuant hereto shall be true and correct in
all material respects as of the date of this Agreement and as of all times up to
and including the Effective Time (as though made on and as of the Effective Time
except to the extent such  representations  and  warranties are by their express
provisions  made  as  of  a  specified  date  and  except  for  changes  therein
contemplated by this Agreement).

     Section 13.2.  Performance of Obligations.  Each of the other Parties shall
have  performed  all  covenants,  obligations  and  agreements  required  to  be
performed by it under this Agreement prior to the Effective Time.

     Section 13.3.  Certificate  Representing  Satisfaction  of Conditions.  All
other  Parties shall each have  delivered to RCG a  certificate  dated as of the
Closing Date as to the  satisfaction  of the matters  described in Sections 13.1
and 13.2 hereof, and such certificates shall be deemed to constitute  additional
representations,  warranties,  covenants,  and  agreements  of the other Parties
under this Agreement.

     Section 13.4. Material  Adverse  Change. Since the date of this  Agreement,
there shall not have been any World Access Material Adverse Effect.

     Section  13.5.  Approval of Plan and Order.  Each of the Plan and the Order
(which shall have become a Final Order) shall be reasonably acceptable to RCG.

                                   ARTICLE 14.
                                   TERMINATION

     Section 14.1. Termination of Agreement. This Agreement may be terminated at
any time prior to the Closing:

                  (a) by mutual written consent duly authorized by the Boards of
Directors of New World Access and RCG at any time prior to the  Effective  Time;
or

                  (b) by World  Access or New World  Access at any time prior to
the  Effective  Time,  if (i)  there  has  been a  breach  of a  representation,
warranty, covenant or agreement of RCG, and such breach has not been cured or is
incapable  of being  cured  within 15 days of notice  of such  breach;  (ii) the
Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 of the
Bankruptcy Code or a trustee for RCG shall be appointed by the Bankruptcy Court,
or (iii) either World  Access or New World  Access  determines  in its sole good
faith  judgment,  within thirty (30) days of the delivery of the RCG  Disclosure
Schedule,  that the  exceptions  set  forth  therein  are  materially  adversely
different  from the  representations  and warranties of RCG in Article 8 hereof,
provided  that  World  Access or New World  Access  shall  inform  RCG upon such
termination as to the reasons for its determination; or

                  (c) by RCG at any time  prior to the  Effective  Time,  if (i)
there has been a breach of a representation, warranty, covenant, or agreement of
World  Access or New World  Access,  and such  breach  has not been  cured or is
incapable of being cured  within 15 days of notice of such  breach;  or (ii) RCG
determines,  in its sole good faith  judgment,  within  thirty  (30) days of the
delivery of the World Access Disclosure Schedule,  that the exceptions set forth
therein  are  materially   adversely  different  from  the  representations  and
warranties of World Access, New World Access and Merger Sub in Article 7 hereof,
provided  that RCG shall  inform  World  Access and New World  Access  upon such
termination as to the reasons for its determination; or

                  (d) by New World Access or RCG if the Closing has not occurred
by November 1, 1998,  unless  extended by mutual written consent duly authorized
by the boards of directors of New World Access and RCG (provided  that the right
to terminate  this  Agreement  under this Section  shall not be available to any
Party whose  failure to perform any  material  covenant or  obligation  or whose
breach of a  representation  or warranty under this Agreement has been the cause
of or  resulted  in the failure of the Closing to occur on or before such date);
or

                  (e) by New World  Access or RCG if at the meeting of New World
Access  stockholders  held  for  such  purpose  (including  any  adjournment  or
postponement thereof) the requisite vote of the New World Access stockholders to
approve the Merger shall not have been obtained; or

                  (f) by New World Access or RCG if the Plan is not confirmed by
September 15, 1998 or such later date as the Parties may mutually  agree upon in
writing; or

                  (g) by New  World  Access  or  RCG  if  the  U.K.  Acquisition
Agreement is terminated pursuant to its terms.

     Section 14.2. Effect of Termination and Breach. In the event of termination
of this Agreement as provided in Section 14.1,  this Agreement  shall  forthwith
become void and have no effect,  without any liability or obligation on the part
of any  Party,  other  than  any  liability  or  obligation  arising  under  the
provisions of this Section 14.2 and Sections 10.8.3,  15.3 and 15.13;  provided,
however,  that in no event shall such termination relieve any Party of liability
for any breach by such Party of any of its  covenants and  agreements  set forth
herein; and further provided,  that no Party shall have any liability  hereunder
for any breach of a  representation  or  warranty  of such  Party  except to the
extent  that such  breach  shall  have been the  result  of  common  law  fraud,
intentional omission, deliberate concealment or gross negligence.

     Section  14.3.  Confidentiality  Upon  Termination.  In  the  event  of any
termination of this Agreement for any reason, including any breach by any of the
Parties,  each Party shall treat as confidential and shall not disclose,  or use
directly or indirectly for their benefit or any third party's  benefit or to the
detriment of any other Party in any manner  whatsoever,  or permit  others under
their control to disclose,  or to use, Confidential  Information  concerning the
other Parties obtained pursuant to or in connection with the Merger which is not
generally known to the trade or a matter of public knowledge, except as required
by a  court  of  competent  jurisdiction,  including,  without  limitation,  the
Bankruptcy Court.

     Section 14.4.  Specific  Performance.  The Parties  hereto agree that money
damages or other remedy at law would not be a sufficient or adequate  remedy for
any breach or violation of, or a default under,  this Agreement by them and that
in  addition  to all other  remedies  available  to them,  each of them shall be
entitled to the fullest  extent  permitted by law to an  injunction  restraining
such breach, violation or default or threatened breach, violation or default and
to any other equitable relief,  including specific performance,  without bond or
other security being required.

                                   ARTICLE 15.
                               GENERAL PROVISIONS

     Section 15.1.  Nonsurvival of Representations  and Warranties.  None of the
representations  and  warranties in this  Agreement  shall survive the Effective
Time,  except  for  Section  8.9  hereof to the  extent it applies to the period
commencing  on the  date of the  confirmation  of the  Plan  and  ending  at the
Effective Time which shall survive for a one year period following the Effective
Time.  Notwithstanding  anything  contained  herein to the  contrary,  New World
Access shall be entitled,  if it so elects,  to set-off any Losses incurred as a
result of the breach of the  representations and warranties set forth in Section
8.9  hereof  against  the  shares of  Contingent  Payment  Stock as its sole and
exclusive remedy for any such breach.  This Section shall not limit any covenant
or agreement of the Parties which by its terms  contemplates  performance  after
the Effective Time.

     Section 15.2. Press Releases and Public Announcements. No Party shall issue
any press release or make any public announcement relating to the subject matter
of this  Agreement  without  the  prior  written  approval  of all of the  other
Parties;  provided,  however,  that any Party may make any public  disclosure it
believes  in good  faith  is  required  by  applicable  law (in  which  case the
disclosing  Party will use its best  efforts to advise the other  Parties at the
earliest possible time prior to making such disclosure).

     Section 15.3. No Third-Party Beneficiaries. This Agreement shall not confer
any  rights  or  remedies  upon any  Person  other  than the  Parties  and their
respective  successors  and  permitted  assigns;  provided,  however,  that  the
provisions  in  Articles  3, 4 and 6 hereof  concerning  payment  of the  Merger
Consideration  contemplated by this Agreement and certain additional  agreements
are  intended  for the benefit of the  stockholders  of New World Access and the
creditors of RCG.

     Section 15.4.  Entire  Agreement.  This Agreement  (including the documents
referred  to herein)  constitutes  the entire  agreement  among the  Parties and
supersedes any prior understandings,  agreements, or representations by or among
the  Parties,  written  or oral,  to the extent  they  related in any way to the
subject matter hereof.

     Section 15.5.  Succession and  Assignment.  This Agreement shall be binding
upon and inure to the benefit of the Parties  named herein and their  respective
successors and permitted  assigns.  No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of all of the other Parties.

     Section 15.6.  Counterparts.  This Agreement may be executed in one or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     Section 15.7.  Notices.  Notices to be given to RCG  hereunder  shall be in
writing and delivered  personally to the designated officer of RCG,  transmitted
by  facsimile,  or deposited in the United  States  mail,  certified  and return
receipt requested,  postage prepaid,  and addressed as follows (or to such other
address as may be specified by RCG in writing):

                  Resurgens Communications Group
                  2210 Resurgens Plaza
                  945 East Paces Ferry Road
                  Atlanta, Georgia 30326
                  Attention:  Chief Executive Officer
                  Telephone:  (404) 261-6190
                  Facsimile:  (404) 233-2280

                  with a copy to (which will not constitute notice to RCG):

                  Long, Aldridge & Norman
                  Suite 5300
                  One Peachtree Center
                  303 Peachtree Street
                  Atlanta, Georgia  30308-3201
                  Attention:  Clay C. Long, Esq.
                  Telephone:  (404) 527-4050
                  Facsimile:  (404) 527-4198

                            and

                  Katten Muchin & Zavis
                  525 West Monroe Street
                  Suite 1600
                  Chicago, Illinois  60661-3693
                  Attention:  Mark K. Thomas, Esq.
                  Telephone:  (312) 902-5200
                  Facsimile:  (312) 902-1061

         Notices to be given to New World Access or Merger Sub  hereunder  shall
be in writing and delivered  personally to the  designated  officer of New World
Access,  transmitted  by  facsimile,  or  deposited  in the United  States mail,
certified  and return  receipt  requested,  postage  prepaid,  and  addressed as
follows (or to such other  address as may be  specified  by New World  Access in
writing):

                  WAXS Inc.
                  c/o World Access, Inc.
                  945 E. Paces Ferry Road
                  Suite 2240
                  Atlanta, Georgia  30326
                  Attention: Chief Executive Officer
                  Telephone:  (404) 231-2025
                  Facsimile:  (404) 365-9847

                  with a copy to (which will not constitute  notice to New World
Access or Merger Sub):

                  Rogers & Hardin LLP
                  2700 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia  30303
                  Attention: Steven E. Fox, Esq.
                  Telephone: (404) 420-4603
                  Facsimile: (404) 525-2224

         Notices delivered personally shall be effective upon delivery.  Notices
transmitted by facsimile  shall be effective when receipt is confirmed.  Notices
delivered by mail shall be  effective  upon the  acceptance  or rejection by the
Person to whom they are addressed.

     Section 15.8. Governing Law; Jurisdiction. This Agreement shall be governed
by and  construed in  accordance  with the domestic laws of the State of Georgia
without  giving  effect  to any  choice or  conflict  of law  provision  or rule
(whether of the State of Georgia or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Georgia. The
Parties  hereto  agree that (a) any  disputes or  disagreements  arising from or
related to this Agreement arising prior to the Effective Date shall be submitted
to and decided by the  Bankruptcy  Court,  which shall be the sole and exclusive
tribunal and forum for presentation and resolution of any such matters;  and (b)
any disputes or disagreements  arising from or related to this Agreement arising
on or after the Effective Date shall be submitted to and decided by any court of
competent  jurisdiction.  Notwithstanding  anything herein to the contrary,  the
terms, provisions and conditions hereof and the respective duties of the Parties
hereunder are subject to Applicable Bankruptcy Law.

     Section 15.9.  Amendments  and Waivers.  The Parties may mutually amend any
provision  of this  Agreement at any time prior to the  Effective  Time with the
prior authorization of their respective boards of directors;  provided, however,
that any amendment effected  subsequent to the approval of this Agreement by the
stockholders of New World Access will be subject to the  restrictions  contained
in the DGCL.  No amendment of any  provision  of this  Agreement  shall be valid
unless the same shall be in writing and signed by all of the Parties.  No waiver
by any  Party of any  default,  misrepresentation,  or  breach  of  warranty  or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or  subsequent  default,  misrepresentation,  or  breach  of  warranty  or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or subsequent such occurrence.

     Section 15.10.  Severablilty.  Any term or provision of this Agreement that
is invalid or  unenforceable  in any  situation  in any  jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term or provision in
any other situation or in any other jurisdiction.

     Section 15.11.  Construction.  The Parties have participated jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted  jointly by the  Parties,  and no  presumption  or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any federal, state, local,
or  foreign  statute  or law  shall be  deemed  also to refer to all  rules  and
regulations  promulgated  thereunder,  unless the  context  otherwise  requires.
"Herein",  "hereby",  "hereunder",  "hereof",  "hereinbefore,  "hereinafter" and
other  equivalent words refer to this Agreement as a whole and not solely to the
particular  Article or Section in which such word is used.  When a reference  is
made in this  Agreement to a Section or Exhibit,  such  reference  shall be to a
Section of, or an Exhibit to, this Agreement  unless  otherwise  indicated.  The
table of contents and headings  contained in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.  Whenever any of the words "include",  "includes" or "including"
is used in this  Agreement,  it shall be  deemed  to be  followed  by the  words
"without limitation".

     Section 15.12.  Incorporation  of Exhibits and Schedules.  The Exhibits and
Schedules  identified in this Agreement are incorporated herein by reference and
made a part hereof.

     Section 15.13.  Transaction Costs. Each of the Parties shall be responsible
for its own expenses in connection  with the  negotiation  of this Agreement and
the  consummation  of the  transactions  contemplated  hereby,  including  those
expenses  incurred in connection with the Proxy  Statement,  attorneys' fees and
disbursements, accounting fees and disbursements and investment banking fees and
disbursements.
IN  WITNESS  WHEREOF,  each of the  Parties  hereto has caused its duly
authorized  officer to execute and deliver  this  Agreement as of the date first
above written.

                                      WORLD ACCESS, INC.

                                      By:  /s/ Steven A. Odom
                                           -------------------------------------
                                      Name: Steven A. Odom
                                      Its:  Chairman and CEO

                                      WAXS INC.

                                      By:  /s/ Steven A. Odom
                                           -------------------------------------
                                      Name: Steven A. Odom
                                      Its:  Chairman and CEO

                                      WA MERGER CORP.

                                      By:  /s/ Steven A. Odom
                                           -------------------------------------
                                      Name: Steven A. Odom
                                      Its:  Chairman and CEO

                                      CHERRY  COMMUNICATIONS
                                      INCORPORATED  d/b/a RESURGENS
                                      COMMUNICATIONS GROUP

                                      By:  /s/ John D. Phillips
                                           -------------------------------------
                                      Name: John D. Phillips
                                      Its:  Chairman and CEO
Exhibit 99.2

               SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION

                                  by and among

                               WORLD ACCESS, INC.,

                                   WAXS INC.,

                       CHERRY COMMUNICATIONS U.K. LIMITED

                                       and

                             RENAISSANCE PARTNERS II

                                  May 12, 1998
TABLE OF CONTENTS

                                                                            Page

ARTICLE 1. DEFINITIONS.......................................................  2

         Section 1.1.      "ACT".............................................  2
         Section 1.2.      "Acquisition".....................................  2
         Section 1.3.      "Acquisition Proposal"............................  2
         Section 1.4.      "Adverse Consequence".............................  2
         Section 1.5.      "Affiliate".......................................  2
         Section 1.6.      "Agreement".......................................  3
         Section 1.7.      "Ancillary Documents".............................  3
         Section 1.8.      "Business"........................................  3
         Section 1.9.      "Business Day"....................................  3
         Section 1.10.     "Change of Control"...............................  3
         Section 1.11.     "Cherry U.K.".....................................  4
         Section 1.12.     "Cherry U.K. Group"...............................  4
         Section 1.13.     "Cherry U.K. Intellectual Property Rights"........  4
         Section 1.14.     "Cherry U.K. Financial Statements"................  4
         Section 1.15.     "Cherry U.K. Material Adverse Effect".............  4
         Section 1.16.     "Cherry U.K. Most Recent Balance Sheet"...........  4
         Section 1.17.     "Cherry U.K. Most Recent Financial Statements"....  4
         Section 1.18.     "Cherry U.K. Most Recent Fiscal Month End"........  4
         Section 1.19.     "Cherry U.K. Most Recent Fiscal Year End".........  4
         Section 1.20.     "Cherry U.K. Option"..............................  4
         Section 1.21.     "Cherry U.K. Optionholder"........................  5
         Section 1.22.     "Cherry U.K. Plans"...............................  5
         Section 1.23.     "Cherry U.K. Stock"...............................  5
         Section 1.24.     "Closing".........................................  5
         Section 1.25.     "Closing Date"....................................  5
         Section 1.26.     "Closing Shares"..................................  5
         Section 1.27.     "Code"............................................  5
         Section 1.28.     "Communications Act"..............................  5
         Section 1.29.     "Companies Act"...................................  5
         Section 1.30.     "Competent Authority".............................  5
         Section 1.31.     "Confidential Information"........................  5
         Section 1.32.     "Consent".........................................  6
         Section 1.33.     "Consideration"...................................  6
         Section 1.34.     "Contingent Escrowed Option Shares"...............  6
         Section 1.35.     "Controlled Group Liability"......................  6
         Section 1.36.     "DGCL"............................................  6
         Section 1.37.     "EBITDA"..........................................  6
         Section 1.38.     "Effective Time"..................................  6
         Section 1.39.     "Employee Benefit Plan"...........................  6
         Section 1.40.     "Employee Pension Benefit Plan"...................  6
         Section 1.42.     "Environment".....................................  7
         Section 1.43.     "Environmental, Health, and Safety Laws"..........  7
         Section 1.44.     "Environmental Laws"..............................  7
         Section 1.45.     "Environmental Matters"...........................  7
         Section 1.46.     "Environmental Permits"...........................  8
         Section 1.47.     "Equivalent Exchange Ratio".......................  8
         Section 1.48.     "ERISA"...........................................  8
         Section 1.49.     "ERISA Affiliate".................................  8
         Section 1.50.     "Escrow Agent"....................................  8
         Section 1.51.     "Escrow Agreement"................................  8
         Section 1.52.     "Escrowed Shares".................................  8
         Section 1.53.     "Escrowed Option Shares"..........................  8
         Section 1.54.     "Exchange Act"....................................  8
         Section 1.55.     "Expenses"........................................  8
         Section 1.56.     "FCC".............................................  8
         Section 1.57.     "Fiduciary".......................................  8
         Section 1.58.     "GAAP"............................................  8
         Section 1.59.     "HSR Act".........................................  9
         Section 1.60.     "Hazardous Substances"............................  9
         Section 1.61.     "Holding Company Reorganization"..................  9
         Section 1.62.     "Indemnified Party" and "Indemnified Parties".....  9
         Section 1.63.     "Intellectual Property"...........................  9
         Section 1.64.     "Knowledge".......................................  9
         Section 1.65.     "Losses"................. ........................ 10
         Section 1.66.     "Liens"........................................... 10
         Section 1.67.     "Multi-employer Plan"............................. 10
         Section 1.68.     "Multiple Employer Plan".......................... 10
         Section 1.69.     "NACT"............................................ 10
         Section 1.70.     "NASDAQ".......................................... 10
         Section 1.71.     "New World Access"................................ 10
         Section 1.72.     "New World Access Option"......................... 10
         Section 1.73.     "New World Access Stock".......................... 10
         Section 1.74.     "Option Escrow Agent"............................. 10
         Section 1.75.     "Option Escrow Agreement"......................... 10
         Section 1.76.     "Ordinary Course" or "Ordinary 
                              Course of Business"............................ 10
         Section 1.77.     "Parties"......................................... 10
         Section 1.78.     "Party"........................................... 10
         Section 1.79.     "Performance Period".............................. 10
         Section 1.80.     "Person".......................................... 11
         Section 1.81.     "Planning Acts"................................... 11
         Section 1.82.     "Properties"...................................... 11
         Section 1.83.     "Proxy Statement"................................. 11
         Section 1.84.     "PUC"............................................. 11
         Section 1.85.     "Qualified Cherry U.K. Plan"...................... 11
         Section 1.86.     "Relevant Accounting Standard".................... 11
         Section 1.87.     "Remedial Action"................................. 11
         Section 1.88.     "Regulatory Authority"............................ 12
         Section 1.89.     "Required Consents"............................... 12
         Section 1.90.     "SEC"............................................. 12
         Section 1.91.     "Securities Act".................................. 12
         Section 1.92.     "Security Interest"............................... 12
         Section 1.93.     "Shareholder"..................................... 12
         Section 1.94.     "Shareholder Disclosure Schedule"................. 12
         Section 1.95.     "Share Consideration"............................. 12
         Section 1.96.     "Shares".......................................... 12
         Section 1.97.     "Subsidiary"...................................... 12
         Section 1.98.     "TCGA"............................................ 12
         Section 1.99.     "Target EBITDA"................................... 12
         Section 1.100.    "Tax Returns"..................................... 13
         Section 1.101.    "Taxes"........................................... 13
         Section 1.102.    "Third-Party Intellectual Property Rights"........ 13
         Section 1.103.    "Trading Day"..................................... 13
         Section 1.104.    "U.K. GAAP"....................................... 13
         Section 1.105.    "U.S. Merger"..................................... 13
         Section 1.106.    "U.S. Merger Sub"................................. 13
         Section 1.107.    "VATA"............................................ 13
         Section 1.108.    "Waste"........................................... 14
         Section 1.109.    "World Access".................................... 14
         Section 1.110.    "World Access Disclosure Schedule"................ 14
         Section 1.111.    "World Access Financial Statements"............... 14
         Section 1.112.    "World Access Material Adverse Effect"............ 14
         Section 1.113.    "World Access Most Recent Balance Sheet".......... 14
         Section 1.114.    "World Access Most Recent Financial Statements"... 14
         Section 1.115.    "World Access Most Recent Fiscal Month End"....... 14
         Section 1.116.    "World Access Most Recent Fiscal Year End"........ 14
         Section 1.117.    "World Access SEC Documents"...................... 14
         Section 1.118.    "World Access Stock".............................. 14

ARTICLE 2.          EXCHANGE AND RECEIPT OF CHERRY U.K. STOCK...... ......... 15

         Section 2.1.      Exchange and Receipt of Shares.................... 15
         Section 2.2.      Consideration for................................. 15
         Section 2.3.      Cherry U.K. Options............................... 15
         Section 2.4.      Escrowed Shares................................... 16
         Section 2.5.      Escrowed Option Shares............................ 17
         Section 2.6.      Adjustments....................................... 17

ARTICLE 3.          EXCHANGE OF CERTIFICATES................................. 17

         Section 3.1.      Exchange of Certificates.......................... 17

ARTICLE 4.          RELEASE OF ESCROWED SHARES............................... 17

         Section 4.1.      Release Criteria.................................. 17
         Section 4.2.      Subsequent Performance............................ 18
         Section 4.3.      Accelerated Release............................... 18
         Section 4.4.      Transfer Restrictions............................. 19
         Section 4.5.      Contingent Escrowed Option Shares................. 19

ARTICLE 5.          REPRESENTATIONS AND WARRANTIES OF WORLD ACCESS
                      AND NEW WORLD ACCESS................................... 19

         Section 5.1.      Authority......................................... 19
         Section 5.2.      Organization, Qualification, and
                             Corporate Power................................. 20
         Section 5.3.      Capitalization.................................... 20
         Section 5.4.      Non-contravention................................. 20
         Section 5.5.      Brokers' Fees..................................... 21
         Section 5.6.      World Access SEC Documents........................ 21
         Section 5.7.      Events Subsequent to World Access Most 
                             Recent Fiscal Year End.......................... 22
         Section 5.8.      Undisclosed Liabilities........................... 23
         Section 5.9.      Opinion of Financial Advisor...................... 24
         Section 5.10.     Litigation........................................ 24

ARTICLE 6.          REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER............ 24

         Section 6.1.      Authority......................................... 24
         Section 6.2.      Organization, Qualification, and 
                             Corporate Power................................. 24
         Section 6.3.      Capitalization; Title to Shares................... 25
         Section 6.4.      Non-contravention................................. 25
         Section 6.5.      Brokers' Fees..................................... 26
         Section 6.6.      Title to Assets................................... 26
         Section 6.7.      Subsidiaries...................................... 26
         Section 6.8.      Financial Statements.............................. 27
         Section 6.9.      Events Subsequent to Cherry U.K. Most
                             Recent Fiscal Year End.......................... 28
         Section 6.10.     Undisclosed Liabilities........................... 29
         Section 6.11.     Legal Compliance.................................. 29
         Section 6.12.     Tax Matters....................................... 30
         Section 6.13.     Real Property..................................... 33
         Section 6.14.     Intellectual Property............................. 34
         Section 6.15.     Tangible Assets................................... 35
         Section 6.16.     Inventory......................................... 35
         Section 6.17.     Contracts......................................... 35
         Section 6.18.     Notes and Accounts Receivable..................... 37
         Section 6.19.     Insurance......................................... 37
         Section 6.20.     Litigation........................................ 37
         Section 6.21.     Employees......................................... 37
         Section 6.22.     Employee Benefits................................. 37
         Section 6.23.     Guaranties........................................ 40
         Section 6.24.     Environment, Health, and Safety................... 40
         Section 6.25.     Licenses, Permits, Consents and Authorities....... 41
         Section 6.26.     Proxy Statement................................... 41

ARTICLE 7.          COVENANTS................................................ 41

         Section 7.1.      Conduct of the Business of Cherry U.K.
                             and its Subsidiaries............................ 41
         Section 7.2.      Conduct of Business of World Access
                             and its Subsidiaries............................ 43
         Section 7.3.      Access to Books and Records....................... 44
         Section 7.4.      Preparation of Proxy Statement.................... 44

ARTICLE 8.          ADDITIONAL AGREEMENTS.................................... 44

         Section 8.1.      Best Efforts; Cooperation......................... 44
         Section 8.2.      Regulatory Matters................................ 45
         Section 8.3.      Indemnification Regarding the Proxy Statement..... 45
         Section 8.4.      Notice of Developments............................ 46
         Section 8.5.      Notices and Consents.............................. 46
         Section 8.6.      Indemnity......................................... 46
         Section 8.7.      Exclusive Dealing................................. 47
         Section 8.8.      Investment Representations........................ 48

ARTICLE 9.          EFFECTIVE TIME; CLOSING; DELIVERIES AT CLOSING........... 49

         Section 9.1.      Effective Time; Closing........................... 49
         Section 9.2.      Deliveries by Shareholder......................... 49
         Section 9.3.      Deliveries by New World Access.................... 50

ARTICLE 10.         MUTUAL CONDITIONS TO CLOSING............................. 51

         Section 10.1.     Board Meeting of Cherry U.K. and Subsidiaries..... 51
         Section 10.2.     Regulatory Approvals.............................. 51
         Section 10.3.     Litigation........................................ 52
         Section 10.4.     Proxy Statement................................... 52
         Section 10.5.     Consummation of Holding
                             Company Reorganization.......................... 52
         Section 10.6.     Resignations...................................... 52
         Section 10.7.     Escrow Agreement.................................. 52
         Section 10.8.     Option Escrow Agreement........................... 52
         Section 10.9.     Material Condition................................ 52
         Section 10.10.    Consents.......................................... 52
         Section 10.11.    NASDAQ Listing.................................... 53
         Section 10.12.    U.S. Merger Transaction........................... 53

ARTICLE 11.         CONDITIONS TO THE OBLIGATIONS OF NEW WORLD ACCESS........ 53

         Section 11.1.     Representations and Warranties.................... 53
         Section 11.2.     Performance of Obligations........................ 53
         Section 11.3.     Certificate Representing Satisfaction
                             of Conditions................................... 53
         Section 11.4.     Tax Opinion....................................... 53
         Section 11.5.     Material Adverse Change........................... 54

ARTICLE 12.         CONDITIONS TO OBLIGATIONS OF SHAREHOLDER................. 54

         Section 12.1.     Representations and Warranties.................... 54
         Section 12.2.     Performance of Obligations........................ 54
         Section 12.3.     Certificate Representing Satisfaction
                             of Conditions................................... 54
         Section 12.4.     Tax Opinion....................................... 54
         Section 12.5.     Material Adverse Change........................... 54

ARTICLE 13.         TERMINATION.............................................. 54

         Section 13.1.     Termination of Agreement.......................... 54
         Section 13.2.     Effect of Termination and Breach.................. 55
         Section 13.3.     Confidentiality Upon Termination.................. 56
         Section 13.4.     Specific Performance.............................. 56

ARTICLE 14.         GENERAL PROVISIONS....................................... 56

         Section 14.1.     Nonsurvival of Representations
                             and Warranties.................................. 56
         Section 14.2.     Press Releases and Public Announcements........... 56
         Section 14.3.     No Third-Party Beneficiaries...................... 56
         Section 14.4.     Entire Agreement.................................. 56
         Section 14.5.     Succession and Assignment......................... 57
         Section 14.6.     Counterparts...................................... 57
         Section 14.7.     Notices........................................... 57
         Section 14.8.     Governing Law..................................... 58
         Section 14.9.     Amendments and Waivers............................ 58
         Section 14.10.    Severability...................................... 58
         Section 14.11.    Construction...................................... 59
         Section 14.12.    Incorporation of Exhibits and Schedules........... 59
         Section 14.13.    Transaction Costs................................. 59

EXHIBITS:

Exhibit A -- Escrow Agreement
Exhibit B -- Option Escrow Agreement
SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION

         THIS SHARE EXCHANGE  AGREEMENT AND PLAN OF REORGANIZATION  (as amended,
supplemented or otherwise modified from time to time, the "Agreement"), dated as
of the 12th day of May, 1998, is entered into by and among WORLD ACCESS, INC., a
Delaware  corporation ("World Access"),  WAXS INC., a Delaware corporation and a
wholly-owned   subsidiary   of  World  Access  ("New  World   Access"),   CHERRY
COMMUNICATIONS  U.K. LIMITED, a corporation  organized and existing under and by
virtue  of the laws of  England  and  Wales  ("Cherry  U.K."),  and  RENAISSANCE
PARTNERS II, a Georgia general partnership (the "Shareholder"),  the partners of
which are JOHN D. PHILLIPS and W. TOD CHMAR, each an individual  resident of the
State of Georgia, United States of America.

                              W I T N E S S E T H:

         WHEREAS,  on February 24, 1998,  World Access,  New World Access,  WAXS
Acquisition Corp., a Delaware  corporation and a wholly-owned  subsidiary of New
World Access, NACT Acquisition Corp., a Delaware  corporation and a wholly-owned
subsidiary of New World Access,  and NACT  Telecommunications,  Inc., a Delaware
corporation and a majority-owned  subsidiary of World Access  ("NACT"),  entered
into that certain Agreement and Plan of Merger and  Reorganization,  pursuant to
which,  among  other  things,   each  of  World  Access  and  NACT  will  become
wholly-owned   subsidiaries   of  New  World   Access  (the   "Holding   Company
Reorganization");

         WHEREAS,  Shareholder is the sole shareholder of Cherry U.K. and is the
registered  holder and  beneficial  owner of all of the  issued and  outstanding
ordinary shares (the "Shares"),  (pound)1 each, of Cherry U.K. (the "Cherry U.K.
Stock");

         WHEREAS, Shareholder desires to exchange with New World Access, and New
World Access desires to receive from Shareholder, the Shares (the "Acquisition")
upon the terms and conditions set forth herein;

         WHEREAS,  World Access,  New World Access,  WA Merger Corp., a Delaware
corporation  and a  wholly-owned  subsidiary of New World Access  ("U.S.  Merger
Sub"), and Cherry  Communications  Incorporated  d/b/a Resurgens  Communications
Group, an Illinois corporation ("RCG"), have entered into that certain Agreement
and Plan of Merger and  Reorganization  dated of even date  herewith  (the "U.S.
Merger  Agreement"),  pursuant to which U.S.  Merger Sub will be merged with and
into RCG and RCG will become a wholly-owned  subsidiary of New World Access (the
"U.S. Merger");

         WHEREAS,  the consummation of the transactions  contemplated  hereby is
a condition to the consummation of the U.S. Merger,  and the consummation of the
U.S. Merger is a condition to the consummation of the transactions  contemplated
hereby;

         WHEREAS,  the  Shareholder,  Cherry  U.K.,  World  Access and New World
Access  desire to make certain  representations,  warranties  and  agreements in
connection  with  the  Acquisition  and  also to  prescribe  various  conditions
thereto; and

         WHEREAS,  for Federal  income tax  purposes,  it is  intended  that the
Acquisition  shall qualify as a  reorganization  under the provisions of Section
368(a)(1)(B) of the Code.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises  herein made,  and in  consideration  of the  warranties  and covenants
herein contained, the Parties agree as follows:
ARTICLE 1.
                                   DEFINITIONS

         Capitalized terms used in this Agreement shall have the definitions set
forth in this Article 1.

     Section 1.1. "ACT" has the meaning set forth in Section 16.12.15 hereof.

     Section  1.2.  "Acquisition"  has the  meaning  set  forth in the  recitals
hereto.

     Section 1.3.  "Acquisition  Proposal" means any acquisition or purchase (or
any inquiry or proposal with respect thereto) of all or any substantial  portion
of the assets of Cherry U.K. or of over 10% of any class of equity share capital
of Cherry  U.K.,  or any merger,  purchase,  exchange,  consolidation,  business
combination,  recapitalization,  liquidation, dissolution or similar transaction
involving  Cherry  U.K.  other  than  the  transactions   contemplated  by  this
Agreement,  or any other  transaction the consummation of which would reasonably
be  expected  to  impede,  interfere  with,  prevent  or  materially  delay  the
Acquisition  or which would  reasonably  be expected  to dilute  materially  the
benefits to World Access or New World Access of the Acquisition.

     Section 1.4. "Adverse Consequences" means all actions, suits,  proceedings,
hearings,  investigations,  charges, complaints,  claims, demands,  injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, reasonable
amounts paid in settlement,  liabilities,  obligations,  taxes,  liens,  losses,
expenses,  and fees, including reasonable court costs and reasonable  attorneys'
fees and expenses.

     Section 1.5.  "Affiliate" means, (a) with respect to each Party, an officer
or director of such Party or any Person owning an equity interest of 10% or more
of such Party, any direct or indirect wholly owned subsidiary of such Party, any
other  subsidiary  owned  directly or indirectly by a direct or indirect  parent
company of such Party or any other Person in which such Party has at least a 10%
equity interest in the equity  securities or equity share capital,  and (b) with
respect to any Person not a Party, any Person who controls,  is controlled by or
is under  common  control  with such  Person and any officer or director of such
Person or any other Person owning at least a 10% equity interest in such Person.

     Section 1.6.  "Agreement" has the meaning set forth in the preamble to this
Agreement.

     Section  1.7.  "Ancillary  Documents"  means  all  of  the  documents  and
instruments  attached  hereto as  exhibits  or  attachments  or  required  to be
delivered by the terms of this Agreement.

     Section 1.8. "Business" has the meaning set forth in the recitals hereto.

     Section 1.9.  "Business  Day" means each day on which national banks in the
Atlanta, Georgia area are open for business.

     Section  1.10.  "Change of Control"  shall be deemed to have  occurred  if:

                  (a) any Person  (including any syndicate or group deemed to be
a "person"  under Section 13(d) (3) of the Exchange  Act),  other than New World
Access,  any subsidiary of New World Access, or any employee benefit plan of New
World  Access  or any such  subsidiary,  is or  becomes  the  beneficial  owner,
directly or indirectly,  through a purchase or other acquisition  transaction or
series of transactions (other than a merger or consolidation involving New World
Access), of shares of capital stock of New World Access entitling such Person to
exercise  in excess of 50% of the total  voting  power of all  shares of capital
stock  of New  World  Access  entitled  to vote  generally  in the  election  of
directors;

                  (b) there occurs any  consolidation  of New World Access with,
or merger of New World  Access  into,  any other  Person,  any merger of another
Person into New World Access, or any sale or transfer of the assets of New World
Access, as an entirety or substantially as an entirety, to another Person (other
than  either (i) any such  transaction  pursuant to which the holders of the New
World Access  Stock  immediately  prior to such  transaction  have,  directly or
indirectly,  shares of capital stock of the continuing or surviving  corporation
immediately  after such  transaction  which  entitle such holders to exercise in
excess of 50% of the total  voting  power of all shares of capital  stock of the
continuing or surviving  corporation  entitled to vote generally in the election
of   directors   or  (ii)  any   merger   (A)  which  does  not  result  in  any
reclassification,  conversion, exchange or cancellation of outstanding shares of
New  World  Access  Stock  or  (B)  which  is  effected  solely  to  change  the
jurisdiction   of   incorporation   of  New  World   Access  and  results  in  a
reclassification,  conversion  or  exchange of  outstanding  shares of New World
Access Stock  solely into shares of common  stock and separate  series of common
stock carrying  substantially  the same relative  rights as the New World Access
Stock); or

                  (c) a change in the Board of  Directors of New World Access in
which the individuals who constituted the Board of Directors of New World Access
at the  beginning  of the  one-year  period  immediately  preceding  such change
(together  with any other  director  whose election by the Board of Directors of
New World Access or whose  nomination  for election by the  stockholders  of New
World Access was approved by a vote of at least a majority of the directors then
in office  either who were  directors  at the  beginning of such period or whose
election or nomination  for election was  previously so approved)  cease for any
reason  (other than death or  resignation)  to  constitute at least a two-thirds
majority of the directors then in office.

Notwithstanding  the  foregoing,  any Change of Control  that  results  from (i)
WorldCom,  Inc.  ("WorldCom")  or any of its  Affiliates  soliciting  proxies or
becoming a  "participant"  in a  "solicitation"  (as such  terms are  defined in
Regulation  14A under the Exchange Act) in opposition to the  recommendation  of
the majority of the members of the Board of Directors of New World Access on any
matter or (ii) the merger, share exchange,  consolidation or similar transaction
between  New World  Access and  WorldCom or any of its  Affiliates,  without the
prior  written  consent  of New  World  Access,  shall not be deemed a Change of
Control for purposes of this Agreement.

     Section  1.11.  "Cherry  U.K." has the  meaning  set forth in the  preamble
hereto.

     Section   1.12.   "Cherry   U.K.   Group"   means   Cherry  U.K.   and  its
Subsidiaries.

     Section 1.13.  "Cherry U.K.  Intellectual  Property Rights" has the meaning
set forth in Section 6.14 hereof.

     Section 1.14. "Cherry U.K. Financial  Statements" has the meaning set forth
in Section 6.8 hereof. 

     Section 1.15.  "Cherry U.K.  Material Adverse Effect" shall mean any change
in or effect on the  business of Cherry U.K.  and its  Subsidiaries  that is, or
could  reasonably  be  expected  to be,  materially  adverse  to  the  business,
prospects,  assets (including  intangible  assets),  liabilities  (contingent or
otherwise),  condition  (financial  or  otherwise)  or results of  operations of
Cherry U.K. and its Subsidiaries taken as a whole.

     Section  1.16.   "Cherry  U.K.  Most  Recent   Balance   Sheet"  means  the
consolidated  balance  sheet of Cherry U.K. as of December 31, 1997  included in
the Cherry U.K. Most Recent Financial Statements.

     Section  1.17.  "Cherry  U.K.  Most Recent  Financial  Statements"  has the
meaning set forth in Section 6.8 hereof.

     Section  1.18.  "Cherry U.K.  Most Recent Fiscal Month End" has the meaning
set forth in Section 6.8 hereof.

     Section 1.19. "Cherry U.K. Most Recent Fiscal Year End" has the meaning set
forth in Section 6.8 hereof. 

     Section 1.20. "Cherry U.K. Option" has the meaning set forth in Section 2.3
hereof.

     Section  1.21.  "Cherry  U.K.  Optionholder"  has the  meaning set forth in
Section 2.3 hereof.

     Section  1.22.  "Cherry  U.K.  Plans"  means all  Employee  Benefit  Plans,
programs, policies,  practices, and other arrangements providing benefits to any
employee or former employee or beneficiary or dependent thereof,  whether or not
written,  and whether covering one Person or more than one Person,  sponsored or
maintained by Cherry U.K. or any of its  Subsidiaries,  or to which Cherry U.K.,
or any of its Subsidiaries,  contributes or is obligated to contribute.  Without
limiting the generality of the foregoing,  the term "Cherry U.K. Plans" includes
all employee  welfare  benefit plans within the meaning of Section 3(1) of ERISA
and all  employee  pension  benefit  plans within the meaning of Section 3(2) of
ERISA.

     Section 1.23. "Cherry U.K. Stock" has the meaning set forth in the recitals
hereto.

     Section 1.24. "Closing" has the meaning set forth in Section 9.1 hereof.

     Section  1.25.  "Closing  Date" has the  meaning  set forth in Section  9.1
hereof.

     Section  1.26.  "Closing  Shares"  has the meaning set forth in Section 2.2
hereof.

     Section 1.27.  "Code" means the Internal  Revenue Code of 1986, as amended,
together with the rules and regulations promulgated thereunder.

     Section 1.28.  "Communications Act" means the Federal Communications Act of
1934,  as  amended,   together  with  the  rules  and  regulations   promulgated
thereunder.

     Section 1.29.  "Companies  Act" means the Companies Act 1985 (as amended or
reenacted the Companies Act 1989).

     Section 1.30.  "Competent Authority" means any national or local government
or  national  or  local  governmental  agency  or any EC body or  agency  having
regulatory or administrative authority under Environmental Laws.

     Section 1.31.  "Confidential  Information" means and includes written data,
reports,   interpretations,   analyses,  trade  secrets,  processes,   drawings,
photographs,  records,  specifications,  designs,  programs, product development
activities,  software packages and related  documentation,  technical  know-how,
concepts,  theories,  ideas,  methods and  procedures of operation,  business or
marketing   plans,    proposals,    financial   information,    compiled   data,
communications, customer lists and data and equipment, as well as the nature and
results of a Party's  development  activities and all other  information  and/or
materials  related to the business or activities of a Party,  but excluding such
information that is (a) generally available to the public, or (b) available,  or
becomes  available,  to a  Party  on  a  non-confidential  basis  prior  to  its
disclosure from a Person authorized to disclose the same.

     Section 1.32. "Consent" means a consent, approval or authorization, waiver,
clearance,  exemption  or  similar  affirmation  by any Person  pursuant  to any
contract, permit, law, regulation or order.

     Section 1.33.  "Consideration"  means the Share  Consideration  and the New
World Access Options.

     Section 1.34. "Contingent Escrowed Option Shares" has the meaning set forth
in Section 2.5 hereof.

     Section 1.35.  "Controlled  Group  Liability" means any and all liabilities
under (a) Title IV of ERISA, (b) Section 302 of ERISA, (c) Sections 412 and 4971
of the Code, (d) the continuation  coverage  requirements of section 601 et seq.
of ERISA  and  Section  4980B of the  Code,  and (e)  corresponding  or  similar
provisions of foreign laws or  regulations,  in each case other than pursuant to
the World Access Plans with respect to World Access and its Subsidiaries, or the
Cherry U.K. Plans with respect to Cherry U.K.

     Section 1.36. "DGCL" means Title 8 of the Delaware Code, as amended

     Section  1.37.  "EBITDA"  means the sum of income  before net  interest and
provision  for  income  taxes,  plus   depreciation  and  amortization   expense
determined  consistent with Cherry U.K.'s  unaudited  consolidated  statement of
income  for the  Cherry  U.K.  Most  Recent  Fiscal  Year.  Notwithstanding  the
foregoing,  any change in the policies or procedures employed in determining the
EBITDA of Cherry U.K. shall be approved by a majority vote of the members of the
audit  committee  of the  Board of  Directors  of New World  Access  who are not
Affiliates of WorldCom, Inc.

     Section  1.38.  "Effective  Time" has the  meaning set forth in Section 9.1
hereof.

     Section 1.39. "Employee Benefit Plan" means any (a) non-qualified  deferred
compensation  or retirement  plan or  arrangement  which is an Employee  Pension
Benefit Plan, (b) qualified defined contribution  retirement plan or arrangement
which is an  Employee  Pension  Benefit  Plan,  (c)  qualified  defined  benefit
retirement  plan or  arrangement  which  is an  Employee  Pension  Benefit  Plan
(including any  Multi-Employer  Plan), or (d) Employee  Welfare Benefit Plan (or
material fringe benefit plan or program).

     Section 1.40.  "Employee Pension Benefit Plan" has the meaning set forth in
ERISA Section 3(2).

     Section 1.41.  "Employee Welfare Benefit Plan" has the meaning set forth in
ERISA Section 3(l).

     Section 1.42. "Environment" means all or any of the following media, namely
air, water or land,  including  such media within  buildings or other natural or
man  made  structures  above  or  below  ground  and  any  living  organisms  or
ecosystems.

     Section 1.43. "Environmental,  Health, and Safety Laws" means, with respect
to New World Access and World Access, the Comprehensive  Environmental Response,
Compensation  and Liability Act of 1980, the Resource  Conservation and Recovery
Act of 1976,  and the  Occupational  Safety  and  Health  Act of  1970,  each as
amended,  and with  respect to Cherry  U.K.,  the Town and Country  Planning Act
1990,  the Planning  (Listed  Buildings and  Conservation  Areas) Act 1990,  the
Planning   (Hazardous   Substances)   Act  1990,  the  Planning   (Consequential
Provisions) Act 1990 and the Planning and  Compensation  Act 1991 and the Rules,
Regulations  and Orders made under them or  continued by them as they apply from
time to time, together with the Environmental Laws and all other laws (including
rules,  regulations,  codes, plans,  injunctions,  judgments,  orders,  decrees,
rulings  and  charges   thereunder)  of  federal,   state,  local,  and  foreign
governments (and all agencies  thereof)  concerning public health and safety, or
employee health and safety.

     Section 1.44. "Environmental Laws" means all or any applicable law (whether
civil, criminal or administrative),  common law, statute,  statutory instrument,
treaty,  regulation,  directive,  decision, by-law, circular, code, plan, order,
notice,  demand,  decree,  injunction,  resolution  or judgment  which relate to
Environmental Matters and which are in force from time to time.

     Section   1.45.   "Environmental   Matters"   means   any  or  all  of  the
following:

         (a)      protection of the Environment;

         (b)      pollution or contamination;

         (c)      the generation,  manufacture,  processing,  handling, storage,
                  distribution, use, treatment, removal, transport, importation,
                  exportation,  disposal,  release,  spillage,  deposit, escape,
                  discharge, leak, emission,  leaching or migration of Hazardous
                  Substances or Waste;

         (d)      exposure of any person to Hazardous Substances or Waste;

         (e)      the creation of any noise, vibration, radiation, common law or
                  statutory nuisance, or other impact on the Environment;

         (f)      any  other  matters  relation  to the  condition,  protection,
                  maintenance,  restoration or replacement of the Environment or
                  any  part of it  arising  directly  or  indirectly  out of the
                  manufacturing,   processing,   treatment,   storage,  keeping,
                  handling, use (including as a building material),  possession,
                  supply,    receipt,    sale,   purchase,    import,    export,
                  transportation or presence of Hazardous Substances or Waste;

         (g)      human health and safety; and

         (h)      town and country planning.

     Section  1.46.  "Environmental  Permits"  means all or any  authorizations,
certificates,  approvals,  permits,  licenses,  or consents (and all  conditions
attaching  thereto) required under any  Environmental  Laws for the operation of
the business of Cherry U.K. or the occupation or use of the Properties.

     Section 1.47.  "Equivalent Exchange Ratio" means the ratio,  expressed as a
fraction,  obtained by dividing (i) 1,875,000 by (ii) all of the Shares plus all
of the shares of Cherry U.K. Stock underlying the Cherry U.K. Options.

     Section 1.48. "ERISA" means the Employee  Retirement Income Security Act of
1974, as amended.

     Section 1.49. "ERISA Affiliate" means, with respect to any entity, trade or
business,  any  other  entity,  trade or  business  that is a member  of a group
described in Section 414(b),  (c), (m) or (o) of the Code or Section  4001(b)(1)
of ERISA that includes the first entity, trade or business,  or that is a member
of the same "controlled  group" as the first entity,  trade or business pursuant
to Section 4001(a)(14) of ERISA.

     Section  1.50.  "Escrow  Agent" has the  meaning  set forth in Section  2.3
hereof.

     Section 1.51.  "Escrow  Agreement" has the meaning set forth in Section 2.3
hereof.

     Section  1.52.  "Escrowed  Shares" has the meaning set forth in Section 2.2
hereof.

     Section 1.53. "Escrowed Option Shares" has the meaning set forth in Section
2.5 hereof.

     Section 1.54.  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.

     Section 1.55. "Expenses" has the meaning set forth in Section 8.7 hereof.

     Section  1.56.  "Extra  Shares"  has the  meaning  set forth in Section 2.2
hereof.

     Section 1.57. "FCC" means the Federal Communications Commission.

     Section 1.58. "Fiduciary" has the meaning set forth in ERISA Section 3(21).

     Section 1.59.  "GAAP" means United  States  generally  accepted  accounting
principles as in effect from time to time. The requirement  that such principles
be  consistently  applied and applied on a consistent  basis shall mean that the
accounting  principles  observed  in a  current  period  are  comparable  in all
material respects to those applied in a preceding period.

     Section 1.60. "HSR Act" means the Hart-Scott-Rodino  Antitrust Improvements
Act of 1976,  as amended,  together with the rules and  regulations  promulgated
thereunder.

     Section  1.61.  "Hazardous   Substances"  means  any  noxious,   dangerous,
hazardous,  toxic or flammable  materials or substances  or any mixture  thereof
which are or maybe  present in such  quantities  and  concentrations  as (a) may
cause harm to the Environment,  (b) are regulated under any Environmental Law or
(c) may require investigation or remediation under any Environmental Law.

     Section 1.62. "Holding Company Reorganization" has the meaning set forth in
the recitals hereto.

     Section  1.63.  "Indemnified  Party" have the meanings set forth in Section
10.6 hereof.

     Section 1.64.  "Intellectual  Property"  means (a) all inventions  (whether
patentable or unpatentable),  all improvements thereto, and all patents,  patent
applications,   and  patent   disclosures,   together   with  all   reissuances,
continuations,  continuations in part, revisions, extensions, and reexaminations
thereof,  (b) all trademarks,  service marks, trade drafts,  logos, trade names,
and corporate names, together with all translations,  adaptations,  derivations,
and combinations  thereof and including all goodwill associated  therewith,  and
all applications,  registrations,  and renewals in connection therewith, (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connections  therewith,  (d) all mask works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier list,  pricing and cost  information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation), (g) all other proprietary rights and (h) all copies and tangible
embodiments thereof in whatever form or medium.

     Section 1.65.  "Knowledge"  means either (a) that an individual is actually
aware of a particular fact or other matter or (b) a prudent  individual could be
expected to discover or  otherwise  become aware of such fact or other matter in
the  course  of  performing  the  duties  which  are  normally  performed  by an
individual  acting in a similar  capacity.  A Person (other than an  individual)
will be deemed to have  "Knowledge" of a particular  fact or other matter if any
individual who is serving as a director, executive officer, partner, executor or
trustee of such  Person (or in any  similar  capacity)  has, or at any time had,
knowledge of such fact or other matter.

     Section 1.66. "Losses" means any and all claims,  demands,  losses,  costs,
expenses,  obligations,   liabilities,  damages,  recoveries  and  deficiencies,
including interest, penalties and attorneys' fees and disbursements.

     Section  1.67.  "Liens"  means  all  liens,   claims,   charges  and  other
encumbrances and restrictions of any kind or nature.

     Section  1.68.  "Multi-employer  Plan" has the meaning set forth in Section
3(37) of ERISA.

     Section 1.69. "Multiple Employer Plan" has the meaning set forth in Section
4063 of ERISA.

     Section 1.70. "NACT" has the meaning set forth in the recitals hereto.

     Section 1.71. "NASDAQ" means The Nasdaq National Market."

     Section 1.72.  "New World Access" has the meaning set forth in the preamble
hereto.

     Section  1.73.  "New World  Access  Option"  has the  meaning  set forth in
Section 2.3 hereof.

     Section 1.74. "New World Access Stock" means any share of the common stock,
$.01 par value per share, of New World Access.

     Section  1.75.  "Option  Escrow Agent" has the meaning set forth in Section
2.5 hereof.

     Section  1.76.  "Option  Escrow  Agreement"  has the  meaning  set forth in
Section 2.5 hereof.

     Section 1.77.  "Ordinary Course" or "Ordinary Course of Business" means any
action  taken by a Person  only if (a) such action is  consistent  with the past
practices  of such  Person  and is taken in the  ordinary  course of the  normal
day-to-day  operations  of such Person,  or (b) such action is similar in nature
and magnitude to actions  customarily  taken,  without any  authorization by the
board of  directors  (or by any  Person or group of Persons  exercising  similar
authority),  in the ordinary course of the normal day-to-day operations of other
Persons that are in the same line of business as such Person.

     Section 1.78.  "Parties" means  collectively,  or any two or more of, World
Access,  New World  Access,  Cherry U.K.,  the  Shareholder  and the Cherry U.K.
Optionholders (if any).

     Section 1.79. "Party" means any one of the Parties.

     Section 1.80. "Performance Period" has the meaning set forth in Section 4.1
hereof.

     Section 1.81. "Person" means an individual,  a partnership,  a corporation,
an  association,   a  joint  stock  company,  a  trust,  a  joint  venture,   an
unincorporated  organization  or association,  a limited  liability  company,  a
limited  liability  partnership,  or a governmental  entity (or any  department,
agency, or political subdivision thereof, including a Regulatory Authority).

     Section 1.82. "Planning Acts" means the Town and Country Planning Act 1990,
the Planning (Listed  Buildings and  Conservation  Areas) Act 1990, the Planning
(Hazardous  Substances)  Act 1990, the Planning  (Consequential  Provisions) Act
1990 and the Planning and Compensation  Act 1991 and the rules,  regulations and
orders made under them or continued by them as they apply from time to time.

     Section  1.83.  "Properties"  has the meaning  set forth in Section  6.13.2
hereof.

     Section 1.84.  "Proxy  Statement"  has the meaning set forth in Section 7.4
hereof.

     Section 1.85. "PUC" means any state public service commission.

     Section  1.86.  "Qualified  Cherry U.K.  Plan" has the meaning set forth in
Section 6.21 hereof.

     Section 1.87. "Relevant Accounting Standard" means any applicable Statement
of Standard Accounting  Practice,  Financial  Reporting  Standard,  Consensus or
Statement of Recommended  Practice  issued by the Accounting  Standards Board in
the United Kingdom,  or any committee of it or body recognized by it in force on
the date of the Cherry U.K. Most Recent Balance Sheet.

     Section 1.88. "Remedial Action" means:

         (a)      removing,  remedying,  cleaning up,  making  good,  modifying,
                  restoring,  improving, abating, containing or ameliorating the
                  presence in or effect on the  Environment,  the  Properties or
                  any organism (including humans) of any Hazardous Substances or
                  Waste,  including  the removal from any structure of Hazardous
                  Substances or Waste  incorporated into that structure (whether
                  above or below  ground,  natural or man made and including all
                  pipes and tanks); or

         (b)      securing  compliance  of the business of Cherry U.K.  with all
                  Environmental  Laws and Environmental  Permits,  including any
                  and all  investigative  activities,  sampling,  monitoring  or
                  analyzing any pollution or  contamination  of the  Environment
                  and obtaining  expert  technical and legal advice  required in
                  relation thereto); or

         (c)      such other action or steps as are considered  necessary by New
                  World  Access  to  avoid,  mitigate,   abate  or  prevent  any
                  nuisance, pollution or contamination of the Environment.

     Section 1.89.  "Regulatory Authority" means,  collectively,  the FCC, PUCs,
the Federal Trade Commission,  the United States Department of Justice, the SEC,
the National Association of Securities Dealers, Inc., and all national and state
securities  exchanges,  as  well  as all  regulatory  agencies  and  authorities
organized  under  the laws of  England  and Wales  and the  European  Community,
including  the European  Commission,  and any other  governmental  or regulatory
body, agency, instrumentality or authority.

     Section 1.90.  "Required Consents" has the meaning set forth in Section 5.3
hereof.

     Section  1.91.  "SEC"  means the  United  States  Securities  and  Exchange
Commission.

     Section  1.92.  "Securities  Act"  means  the  Securities  Act of 1933,  as
amended, together with the rules and regulations promulgated hereunder.

     Section  1.93.  "Security  Interest"  means  any  mortgage,  pledge,  lien,
encumbrance,  charge,  or other security  interest,  other than (a)  mechanic's,
materialman's,  and  similar  liens for work done on the  property to the extent
that such liens arise in the Ordinary Course of Business and are not yet due and
payable,  (b)  liens for taxes  not yet due and  payable  or for taxes  that the
taxpayer  is  contesting  in good faith  through  appropriate  proceedings,  (c)
purchase  money liens and liens  securing  rental  payments  under capital lease
arrangements,  in each case,  where there exists no default in World Access's or
any Subsidiary's obligations with respect to the underlying agreements,  and (d)
other  liens  arising in the  Ordinary  Course of Business  and not  incurred in
connection with the borrowing of money.

     Section  1.94.  "Shareholder"  has the  meaning  set forth in the  preamble
hereto.

     Section 1.95.  "Shareholder  Disclosure Schedule" has the meaning set forth
in Article 6 hereof. 

     Section 1.96.  "Share  Consideration"  has the meaning set forth in Section
2.2 hereof.

     Section 1.97. "Shares" has the meaning set forth in the recitals hereto.

     Section 1.98.  "Subsidiary"  means any corporation  with respect to which a
specified  Person (or a Subsidiary  thereof)  owns  (directly or  indirectly)  a
majority  of the  common  stock  and share  capital  or has the power to vote or
direct the voting of sufficient  securities to elect a majority of the directors
and, in respect of Cherry  U.K.,  includes  the meaning  given such term in Part
XXVI of the Companies Act.

     Section 1.99. "TCGA" has the meaning set forth in Section 6.12.17 hereof.

     Section  1.100.  "Target  EBITDA"  has the meaning set forth in Section 4.1
hereof.

     Section  1.101.  "Tax  Returns"  means,  collectively,   (a)  all  reports,
declarations,  estimates, returns, information statements, and similar documents
relating  to, or  required  to be filed in  respect  of any  Taxes,  and (b) all
information  statements,  returns,  reports or similar documents  required to be
filed with  respect to payments to (or from)  third  parties or with  respect to
transactions  in which any Party or any of its  Subsidiaries  participates.  The
term "Tax Return" shall mean any one of the foregoing Tax Returns.

     Section  1.102.  "Taxes"  means,  collectively,  (a) all net income,  gross
income, gross receipts,  sales, use, ad valorem,  franchise,  profits,  license,
lease,  service,   service  use,  withholding,   employment,   payroll,  excise,
severance, transfer,  documentary,  mortgage,  registration,  stamp, occupation,
environmental,  premium, property, windfall, profits, customs, duties, and other
taxes,  fees,  assessments  or  charges  of any  kind  whatever,  including  any
estimates  thereof,  together with any interest,  penalties and other  additions
with respect  thereto,  imposed by any  federal,  territorial,  state,  local or
foreign government;  and (b) any penalties,  interest, or other additions to tax
for the failure to collect,  withhold,  or pay over any of the foregoing,  or to
accurately  file  any Tax  Return.  The  term  "Tax"  shall  mean any one of the
foregoing  Taxes.  When used with  reference  to a specified  Person,  the terms
"Taxes" and "Tax" shall  include  only  amounts of, or in respect of,  Taxes for
which such Person is, or could become,  liable in whole or part  (including  any
obligation in connection with a duty to collect,  withhold, or pay over any Tax,
any  obligation  to  contribute  to the  payment  of any Taxes  determined  on a
consolidated,  combined, or unitary basis, any liability as a transferee, or any
liability as a result of any express or implied  obligation  to indemnity or pay
the Tax obligations of another Person).

     Section 1.103.  "Third-Party  Intellectual  Property  Rights"  means,  with
respect to each of World Access and Cherry U.K., all licenses,  sublicenses  and
other  agreements  as to  which  it is a  party  and  pursuant  to  which  it is
authorized  to  use  any  third-party  patents,  trademarks,  service  marks  or
copyrights.

     Section  1.104.  "Trading  Day"  means  each  Monday,  Tuesday,  Wednesday,
Thursday and Friday,  other than any day on which  securities  are not traded on
NASDAQ.

     Section 1.105. "U.K. GAAP" means generally accepted  accounting  principles
and  practices  in the  United  Kingdom  as in  effect  from  time to time.  The
requirement  that such  principles  be  consistently  applied  and  applied on a
consistent basis shall mean that the accounting principles observed in a current
period are  comparable in all material  respects to those applied in a preceding
period.

     Section  1.106.  "U.S.  Merger" has the  meaning set forth in the  recitals
hereto.

     Section 1.107.  "U.S. Merger Sub" has the meaning set forth in the recitals
hereto.

     Section 1.108. "VATA" has the meaning set forth in Section 6.12.23 hereof.

     Section  1.109.  "Waste"  means any waste as  defined  in Section 75 of the
Environmental Protection Act 1990.

     Section  1.110.  "World  Access" has the meaning set forth in the  preamble
hereto.

     Section 1.111. "World Access Disclosure Schedule" has the meaning set forth
in Article 5 hereof.

     Section  1.112.  "World Access  Financial  Statements"  has the meaning set
forth in Section 5.5 hereof.

     Section 1.113.  "World Access Material Adverse Effect" shall mean (a) prior
to the  consummation  of the Holding  Company  Reorganization,  any change in or
effect on the  business of World Access and its  Subsidiaries  that is, or could
reasonably be expected to be,  materially  adverse to the  business,  prospects,
assets (including  intangible  assets),  liabilities  (contingent or otherwise),
condition  (financial or otherwise) or results of operations of World Access and
the its  Subsidiaries  taken as a whole,  and (b) after the  consummation of the
Holding Company  Reorganization,  any change in or effect on the business of New
World Access and its  Subsidiaries  that is, or could  reasonably be expected to
be, materially adverse to the business,  prospects, assets (including intangible
assets),   liabilities  (contingent  or  otherwise),   condition  (financial  or
otherwise)  or results of  operations  of New World Access and its  Subsidiaries
taken as a whole.

     Section  1.114.   "World  Access  Most  Recent  Balance  Sheet"  means  the
consolidated  balance  sheet of World Access as of December 31, 1997 included in
the World Access SEC Documents.

     Section 1.115.  "World Access Most Recent Financial  Statements"  means the
consolidated  financial statements for the year ended December 31, 1997 included
in the World Access SEC Documents.

     Section  1.116.  "World Access Most Recent Fiscal Month End" means December
31, 1997.

     Section  1.117.  "World Access Most Recent Fiscal Year End" means  December
31, 1997.

     Section  1.118.  "World Access SEC  Documents" has the meaning set forth in
Section 7.5 hereof. 

     Section  1.119.  "World  Access Stock" means any share of the common stock,
$0.01 par value per share,of World Access.

                                   ARTICLE 2.
                    EXCHANGE AND RECEIPT OF CHERRY U.K. STOCK

     Section 2.1. Exchange and Receipt of Shares.  Upon the terms and subject to
the conditions set forth in this Agreement,  at the Effective Time,  Shareholder
shall  exchange,  convey,  assign,  transfer and deliver to New World Access the
legal and beneficial ownership of the Shares, and New World Access shall receive
from Shareholder,  all of Shareholder's  right, title and interest in and to the
Shares,  including all rights now or hereafter attaching to them to any dividend
or other  distribution  declared,  made or paid  after the date  hereof,  for an
amount equal to the Share Consideration.  Shareholder  covenants that (a) it has
full  power and the right to  transfer  the  legal and  beneficial  title to the
Shares;  (b) the  Shares  shall at  Closing  be free from any Liens or  Security
Interests of any kind and from all other rights  exercisable  by third  parties;
and (c) it will execute at its own cost and expense such  documents as New World
Access  reasonably  considers  necessary  to transfer  the legal and  beneficial
ownership  of the Shares to New World  Access and secure to New World Access the
rights attaching thereto.

     Section 2.2.  Consideration for Shares.  The consideration  payable for the
Shares  (the  "Share  Consideration")  shall  be equal  to an  aggregate  of (a)
1,875,000  shares of New World  Access  Stock  less (b) any  shares of New World
Access  Stock  issuable  upon the  exercise  of options or  warrants to purchase
Cherry  U.K.  Stock  granted  after the date hereof and  converted  by New World
Access in  accordance  with  Section 2.3 below prior to the Closing plus (c) any
Escrowed Option Shares  delivered to Shareholder  pursuant to Section 2.5 below.
The number of shares of New World  Access Stock to be issued to  Shareholder  at
Closing  (the  "Closing  Shares")  shall be equal to (a)  one-third of the Share
Consideration  (excluding  the  Escrowed  Option  Shares) plus (b) the number of
Option Shares (the "Extra  Shares")  underlying  New World Access Options to the
extent that less than  one-third  of such shares may be acquired  upon  exercise
without regard to the  conditions set forth in Article 4 hereof  relating to the
release of Escrowed  Shares.  The remaining number of shares of New World Access
Stock (excluding the Escrowed Option Shares) comprising the Share  Consideration
shall  be  issued  and  held  in  escrow   pursuant   to   Section   2.4  below.
Notwithstanding  anything to the  contrary  contained  herein,  no holder of the
Closing Shares may, until the 365th day following the Closing Date,  without the
prior written  consent of New World  Access,  offer,  sell,  contract to sell or
otherwise  dispose of,  directly or indirectly,  any such shares or any security
convertible  into or  exchangeable or exercisable  therefor,  either publicly or
privately.

     Section 2.3. Cherry U.K.  Options.  From and after the date hereof,  Cherry
U.K. may grant and award options or warrants to acquire  Cherry U.K. Stock (each
a "Cherry U.K.  Option") on the terms and  conditions set forth in a Cherry U.K.
Option  Agreement  in a form to be mutually  acceptable  to Cherry U.K.  and New
World  Access,  provided  that the grantee of any such option or warrant (each a
"Cherry U.K.  Optionholder")  shall execute a counterpart  of this Agreement and
thereupon become a Party hereto, and further provided, that the number of shares
of New World Access Stock issuable upon the exercise of such Cherry U.K. Options
(determined in accordance with this Section 2.3) does not exceed  937,500.  Each
Cherry U.K.  Option granted in accordance with the foregoing shall be assumed by
New World Access at the Effective  Time and shall be converted into an option to
acquire New World Access Stock (each New World Access option or warrant  granted
hereunder,  a "New World  Access  Option") in such  number and at such  exercise
price as provided below and otherwise having the same terms and conditions as in
effect  immediately  prior to the Effective  Time except to the extent  provided
herein:

                  (a) the  number  of shares  of New  World  Access  Stock to be
         subject to each New World Access Option (the "Option  Shares") shall be
         equal to (i) the number of shares of Cherry U.K.  Stock subject to such
         Cherry  U.K  Option  so  converted  multiplied  by (ii) the  Equivalent
         Exchange Ratio;

                  (b) the exercise price per share of New World Access Stock for
         each New World  Access  Stock Option  issued  pursuant  hereto shall be
         equal to (i) the product  obtained by multiplying  the number of shares
         of Cherry  U.K.  Stock  subject to the  Cherry  U.K.  Option  converted
         pursuant to this Agreement by the exercise price per share  thereunder,
         divided by (ii) the number of shares of New World Access Stock issuable
         upon the exercise of such New World Access Option  determined  pursuant
         to clause (a) above;

                  (c) upon each  exercise of the New World  Access  Options by a
         holder  thereof,  the  aggregate  number of shares of New World  Access
         Stock  deliverable  upon such exercise  shall be rounded up or down, if
         necessary,  to the nearest whole share and the aggregate exercise price
         shall be rounded up or down, if necessary, to the nearest cent; and

                  (d) notwithstanding  anything herein to the contrary, a Cherry
         U.K.  Optionholder may only exercise the New World Access Option to the
         extent of one-third of the Option Shares unless the Escrowed Shares are
         eligible for release  pursuant to Article 4 hereof,  in which event the
         New World Access Option may be exercised to the same extent as Escrowed
         Shares may be released and shall be subject to the same restrictions as
         provided in Section 4.4 hereof.

Notwithstanding  anything  herein to the  contrary,  no  Shares  or Cherry  U.K.
Options may be distributed or granted,  without the prior written consent of New
World Access,  if New World Access  determines  in its good faith  judgment that
such actions would have a material adverse effect on the financial  condition or
results  of  operations  of New World  Access and its  Subsidiaries,  taken as a
whole, for financial reporting purposes.

     Section 2.4. Escrowed Shares. Immediately following the Effective Time, the
Escrowed Shares shall be issued by New World Access and deposited with an escrow
agent  mutually  acceptable  to New World  Access and  Shareholder  (the "Escrow
Agent") pursuant to the terms of an Escrow  Agreement  substantially in the form
attached hereto as Exhibit "A" (the "Escrow  Agreement").  The Escrow Agent will
release the Escrowed Shares to the Shareholder as set forth in Article 4 hereof.

     Section 2.5.  Escrowed Option Shares.  Immediately  following the Effective
Time,  New World Access  shall issue and deposit  with an escrow agent  mutually
acceptable to New World Access and  Shareholder  (the "Option  Escrow Agent") an
aggregate  number of shares of New World  Access  Stock  equal to the  aggregate
number of Option Shares (the "Escrowed Option Shares")  pursuant to the terms of
an Escrow  Agreement  substantially  in the form attached  hereto as Exhibit "B"
(the "Option Escrow  Agreement").  The Escrowed  Option Shares shall be released
and  delivered to New World Access for  cancellation  to the extent that the New
World Access  Options (or any portion  thereof) vest and become  exercisable  in
accordance  with their terms.  The Escrowed  Option Shares shall be released and
delivered  to  Shareholder  upon the  forfeiture  of any of the New World Access
Options  (or any  portion  thereof)  in  accordance  with the terms  thereof  as
follows:  (a) an amount  equal to (i)  one-third  of such  shares  less (ii) the
number of Extra Shares shall be released and delivered to Shareholder  upon such
forfeiture,  and (b) the balance of such shares (the "Contingent Escrowed Option
Shares") shall be released as set forth in Article 4 hereof.

     Section  2.6.  Adjustments.  In the  event of any  change  in the New World
Access Stock after the date hereof by reason of any stock dividend, stock split,
subdivision, reclassification, recapitalization, combination, exchange of shares
or the like,  then the New World  Access  Stock to be  issued  pursuant  to this
Agreement  (including pursuant to any New World Access Option) shall be adjusted
appropriately on the Closing Date.

                                   ARTICLE 3.
                            EXCHANGE OF CERTIFICATES

     Section 3.1.  Exchange of Certificates.  At the Closing,  Shareholder shall
surrender  all  certificates  representing  the  Shares to New World  Access and
comply with the  provisions  of Section 9.2, and New World Access shall issue to
Shareholder a certificate or  certificates  representing  the Closing Shares and
shall issue to the Escrow Agent the Escrowed Shares, in each case rounded to the
nearest whole share. All  certificates,  documents and instruments  representing
the Shares so  surrendered  shall be properly  forwarded  or otherwise in proper
form for transfer. At the Closing, New World Access shall deliver to each Cherry
U.K.  Optionholder an option agreement  representing the New World Access Option
into which such Cherry U.K. Optionholder's Cherry U.K. Option was converted.

                                   ARTICLE 4.
                           RELEASE OF ESCROWED SHARES

     Section 4.1. Release Criteria.  The Escrowed Shares will be released in the
amounts and on the dates specified below if the sum of the EBITDA for (i) Cherry
U.K. and (ii) the surviving  corporation of the U.S.  Merger for the performance
periods set forth below equals or exceeds the Target EBITDA for such performance
period as set forth below:

Performance Period                    Release Date             Percentage of              Target EBITDA
                                                              Escrowed Merger
                                                           Shares to be Released
July 1, 1998 to and                February 15, 1999               25%                     $7,500,000
including December 31, 1998
(the "First Performance
Period")
January 1, 1999 to and             February 15, 2000              37.5%                    $29,000,000
including December 31, 1999
(the "Second Performance
Period")
January 1, 2000 to and             February 15, 2001              37.5%                    $36,500,000
including December 31, 2000
(the "Third Performance
Period)
Notwithstanding  the foregoing,  if the Closing Date is (a) on or after July 15,
1998 but prior to August  16,  1998,  then the First  Performance  Period  shall
commence on August 1, 1998 and shall terminate on (and  including)  December 31,
1998 and the Target EBITDA with respect  thereto shall be reduced to $7,100,000,
(b) on or after August 16, 1998 but prior to September 30, 1998,  then the First
Performance  Period shall  commence on September 1, 1998 and shall  terminate on
(and  including)  December 31, 1998 and the Target  EBITDA with respect  thereto
shall be reduced to $6,700,000,  or (c) on or after September 30, 1998, then the
First  Performance  Period shall commence on the first day of the calendar month
in which the Closing occurs and shall  terminate on (and including) the last day
of the sixth calendar month following the month in which the Closing occurs, the
release date shall be forty-five  (45) days after the end of such period and the
Target  EBITDA  shall be equal to the sum of (i)  $2,100,000  for each  calendar
month of the 1998 included in the First  Performance  Period and (ii) $2,400,000
for each calendar month of 1999 included in the First Performance Period.

     Section  4.2.  Subsequent  Performance.  If,  after  the  Acquisition,  the
combined EBITDA of Cherry U.K. and the surviving  corporation of the U.S. Merger
is less than the Target  EBITDA  required for the release of Escrowed  Shares in
either of the First or  Second  Performance  Periods  (and with  respect  to the
Second Performance Period is no less than zero), then,  notwithstanding anything
to the contrary in Section  4.1,  the  Escrowed  Shares shall be released if the
actual cumulative combined EBITDA for Cherry U.K. and the surviving  corporation
of the U.S. Merger for such  Performance  Period and any subsequent  Performance
Periods  equals or exceeds the  cumulative  Target  EBITDA for such  Performance
Periods.

     Section 4.3. Accelerated Release. Notwithstanding anything to the contrary,
(a) if during any calendar quarter of the Second Performance Period, the closing
price per share of the New World  Access  Stock as reported by NASDAQ  equals or
exceeds  $65.00 for any five  consecutive  Trading  Days  during  such  calendar
quarter,  then 25% of all of the shares of Escrowed  Shares shall be released on
February 15, 2000,  provided that if no Escrowed Shares are eligible for release
during  any such  calendar  quarter,  then such  Escrowed  Shares  shall  become
eligible for release in a subsequent  calendar quarter of the Second Performance
Period if the closing  price per share of the New World Access Stock as reported
by NASDAQ  equals or exceeds  $65.00 for a total number of  consecutive  Trading
Days during such  subsequent  calendar  quarter  equal to or exceeding the total
number of Trading Days which such closing  price was required to equal or exceed
for (i) such subsequent  calendar quarter and (ii) each of the previous calendar
quarters beginning with the calendar quarter for which such Escrowed Shares were
not  eligible for  release;  (b) if the  combined  EBITDA of Cherry U.K. and the
surviving  corporation  of the U.S.  Merger  for the Second  Performance  Period
equals or exceeds  $52,775,000,  then the Escrowed  Shares  related to the Third
Performance  Period shall be released on February  15, 2000;  and (c) all of the
Escrowed Shares shall be released upon a Change of Control (except to the extent
that the ability to earn such shares has been lost under this Article 4) and the
transfer restrictions set forth in Sections 2.2 and 4.4 shall not apply.

     Section  4.4.  Transfer  Restrictions.   Notwithstanding  anything  to  the
contrary  contained  herein, no holder of the Escrowed Shares upon their release
may,  until the 180th day following the release date thereof,  without the prior
written consent of New World Access,  offer, sell, contract to sell or otherwise
dispose of, directly or indirectly,  any such shares or any security convertible
into or exchangeable or exercisable therefor, either publicly or privately.

     Section 4.5.  Contingent  Escrowed Option Shares. The provisions of Section
4.1 through 4.4 shall apply mutatis  mutandis to the Contingent  Escrowed Option
Shares.

                                   ARTICLE 5.
                        REPRESENTATIONS AND WARRANTIES OF
                        WORLD ACCESS AND NEW WORLD ACCESS

         In order to induce  Shareholder  to enter  into this  Agreement,  World
Access and New World  Access,  jointly and  severally,  represent and warrant to
Shareholder  that,  except as set forth in the World Access SEC Documents or the
Disclosure  Schedule to be delivered by World Access to  Shareholder  within ten
(10) Business Days of the date hereof (the "World Access Disclosure  Schedule"),
which World Access  Disclosure  Schedule shall  identify  exceptions by specific
Section references:

     Section 5.1.  Authority.  Each of World Access and New World Access has all
requisite  corporate  power and  authority to execute,  deliver and perform this
Agreement and the  Ancillary  Documents to be executed by them and to consummate
the transactions  contemplated hereby and thereby. The execution and delivery of
this Agreement by World Access and New World Access and the  consummation of the
transactions  contemplated on their part hereby have been duly authorized by all
necessary  corporate action,  and, other than the approval of New World Access's
stockholders  contemplated by Section 7.4 hereof, no other corporate proceedings
on the part of  either  World  Access  or New  World  Access  are  necessary  to
authorize the consummation of the transactions  contemplated on their part. This
Agreement  has been duly  executed  and  delivered by World Access and New World
Access and  constitutes,  and each of the  Ancillary  Documents  to be signed at
Closing, when executed and delivered by World Access or New World Access (as the
case may be) will constitute, a valid and binding obligation of World Access and
New World Access (as the case may be),  enforceable  against them in  accordance
with their respective terms,  except to the extent that such  enforceability may
be limited by applicable  bankruptcy,  insolvency,  reorganization  or other law
affecting the  enforcement of creditors'  rights  generally or by general equity
principles.

     Section 5.2.  Organization,  Qualification,  and Corporate  Power.  Each of
World Access and its  Subsidiaries  is a  corporation  duly  organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation.  Each of World Access and its Subsidiaries is duly authorized and
qualified  to conduct  business and is in good  standing  under the laws of each
jurisdiction where such qualification is required, except where the lack of such
qualification  would not have a World Access Material  Adverse  Effect.  Each of
World Access and its  Subsidiaries  has full  corporate  power and  authority to
carry on the  businesses  in  which it is  engaged  and to own,  lease,  use and
operate the properties owned, leased, used and operated by it. The copies of the
Certificate of  Incorporation  and the Bylaws of World Access and the equivalent
organizational documents of each of its Subsidiaries, which have previously been
made  available to  Shareholder,  are true,  complete and correct copies of such
documents as in effect as of the date of this Agreement.

     Section 5.3. Capitalization.  The entire authorized common capital stock of
World  Access  consists of  40,000,000  shares of World Access  Stock,  of which
21,848,701  shares were  issued and  outstanding  as of May 8, 1998.  The entire
authorized  common  capital  stock of New World  Access  consists of  40,000,000
shares of New World Access Stock,  of which 1,000 were issued and outstanding as
of May 8, 1998.  No shares of World  Access  Stock or New World Access Stock are
held in treasury. All of the issued and outstanding shares of World Access Stock
have been duly authorized and are validly issued, fully paid, and nonassessable.
Except as disclosed in the World Access SEC Documents,  there are no outstanding
or  authorized  options,   warrants,   purchase  rights,   subscription  rights,
conversion rights, exchange rights, or other contracts or commitments that could
require  World Access or any of its  Subsidiaries  to issue,  sell, or otherwise
cause to become  outstanding any of its capital stock.  There are no outstanding
or authorized  stock  appreciation,  phantom  stock,  profit  participation,  or
similar rights with respect to World Access and its  Subsidiaries.  World Access
and its Subsidiaries  have no outstanding  bonds,  debentures,  notes or similar
obligations  the holders of which have the right to vote  generally with holders
of World Access Stock or New World Access Stock.

     Section 5.4.  Non-contravention.  Neither the execution and the delivery of
this  Agreement  or  the  Ancillary  Documents,  nor  the  consummation  of  the
transactions  contemplated hereby or thereby, will (a) violate any constitution,
statute, regulation, rule, injunction,  judgment, order, decree, ruling, charge,
or other restriction of any government,  governmental  agency, or court to which
World  Access or any of its  Subsidiaries  is  subject or any  provision  of the
charter  or bylaws of any of World  Access  or any of its  Subsidiaries;  or (b)
except with  respect to those  agreements  for which  Consent  shall be obtained
prior to Closing,  conflict  with,  result in a breach of,  constitute a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
World Access or any of its Subsidiaries is a party or by which it is bound or to
which any of its assets is subject (or result in the  imposition of any Security
Interest upon any of its assets), except where the violation,  conflict, breach,
default, acceleration, termination, modification,  cancellation, failure to give
notice,  or Security  Interest  would not have a World Access  Material  Adverse
Effect.  Except for Consents  required  under or in relation to the (a) HSR Act,
(b) the Communications Act and any rates, regulations, practices and policies of
the FCC, (b) state  securities or "blue sky" laws, (d) the  Securities  Act, (e)
the Exchange  Act, (f) the DGCL,  (g) laws,  rules,  regulations,  practices and
orders of any PUC,  foreign  telecommunications  regulatory  agencies or similar
state or foreign regulatory bodies, (h) rules and regulations of NASDAQ, and (i)
such  Consents and filings the failure of which to make or obtain would not have
a World Access  Material  Adverse  Effect,  neither  World Access nor any of its
Subsidiaries  is required to give any notice to, make any filing with, or obtain
any Consent of any  Regulatory  Authority in order for the Parties to consummate
the transactions contemplated by this Agreement and the Ancillary Documents. All
consents,  approvals, orders,  authorizations,  registrations,  declarations and
filings  required  under or in  relation  to any of the  foregoing  clauses  (a)
through (h) are hereinafter referred to collectively as the "Required Consents."

     Section 5.5. Brokers' Fees. None of World Access or any of its Subsidiaries
has any liability or  obligation,  contingent  or otherwise,  to pay any fees or
commissions or similar payments to any broker,  finder, or agent with respect to
the  transactions  contemplated  by this Agreement and the Ancillary  Documents,
except to The Robinson-Humphrey  Company,  Inc., whose fees and expenses will be
paid by World Access in accordance  with its agreement with such firm based upon
arrangements  made by or on behalf of World Access and  previously  disclosed to
Cherry U.K.

     Section  5.6.  World  Access SEC  Documents.  Each of World  Access and its
Subsidiaries  has  timely  filed  with the SEC all  forms,  reports,  schedules,
statements,  exhibits  and  other  documents  required  to be  filed by it since
December  31, 1995 with the SEC (such  documents,  as  supplemented  and amended
since the time of filing,  collectively,  the "World Access SEC Documents"). The
World Access SEC  Documents,  including  any  financial  statements or schedules
included therein, at the time filed (and, in the case of registration statements
and proxy  statements,  on the dates of effectiveness  and the dates of mailing,
respectively)  (a) did not contain any untrue  statement  of a material  fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading,  and (b) complied in all material  respects with
the applicable  requirements  of the Exchange Act and the Securities Act, as the
case may be. The consolidated financial statements (including the related notes)
of World Access  included in the World Access SEC  Documents  (the "World Access
Financial  Statements")  comply  as  to  form  in  all  material  respects  with
applicable  accounting  requirements  and the published rules and regulations of
the SEC with respect thereto,  were prepared in accordance with GAAP (except, in
the case of unaudited statements,  as permitted by Form 10-Q of the SEC) applied
on a consistent basis during the periods involved (except as may be indicated in
the  notes  thereto),  and  fairly  present  (subject  in the case of  unaudited
statements  to the absence of footnotes  and to normal,  recurring  and year-end
audit adjustments  which will not be material  individually or in the aggregate)
the consolidated  financial position of World Access as of the dates thereof and
the  consolidated  results of its operations and cash flows for the periods then
ended.

     Section 5.7. Events Subsequent to World Access Most Recent Fiscal Year End.
Since the World Access Most Recent Fiscal Year End, there has not been any World
Access  Material  Adverse  Effect.   Without  limiting  the  generality  of  the
foregoing, since that date:

                  (a) none of World Access or any of its  Subsidiaries has sold,
leased,  transferred,  or assigned any material assets,  tangible or intangible,
outside the Ordinary Course of Business;

                  (b)  none  of  World  Access  or any of its  Subsidiaries  has
entered into any material  agreement,  contract,  lease,  or license outside the
Ordinary Course of Business;

                  (c)  no  party   (including   World   Access  or  any  of  its
Subsidiaries) has accelerated,  terminated,  made material  modifications to, or
canceled any material  agreement,  contract,  lease,  or license to which any of
World  Access or any of its  Subsidiaries  is a party or by which any of them is
bound;

                  (d)  none  of  World  Access  or any of its  Subsidiaries  has
imposed any Security Interest upon any of its assets, tangible or intangible;

                  (e) none of World Access or any of its  Subsidiaries  has made
any material capital expenditures outside the Ordinary Course of Business;

                  (f) none of World Access or any of its  Subsidiaries  has made
any material  capital  investment  in, or any material loan to, any other Person
outside the Ordinary Course of Business;

                  (g)  World  Access  and its  Subsidiaries  have  not  created,
incurred, assumed, or guaranteed more than $10,000,000 in aggregate indebtedness
(other than  internal debt between  World Access  and/or its  Subsidiaries)  for
borrowed money and capitalized lease obligations;

                  (h) other than is normal and  customary  with respect to their
respective  businesses,  none of World  Access  or any of its  Subsidiaries  has
granted any license or sublicense  of any material  rights under or with respect
to any Intellectual Property;

                  (i) there has been no change made or authorized in the charter
or bylaws of World Access or any of its Subsidiaries;

                  (j)  none  of  World  Access  or any of its  Subsidiaries  has
issued,  sold, or otherwise disposed of any of its capital stock, or granted any
options,  warrants,  or other  rights  to  purchase  or obtain  (including  upon
conversion, exchange or exercise) any of its capital stock;

                  (k)  none  of  World  Access  or any of its  Subsidiaries  has
declared,  set aside, or paid any dividend or made any distribution with respect
to its capital  stock  (whether in cash or in kind) or redeemed,  purchased,  or
otherwise acquired any of its capital stock;

                  (l)  none  of  World  Access  or any of its  Subsidiaries  has
experienced any material damage, destruction, or loss (whether or not covered by
insurance) to its property;

                  (m) none of World Access or any of its  Subsidiaries  has made
any loan to, or entered into any other  transaction  with, any of its directors,
officers, and employees outside the Ordinary Course of Business;

                  (n)  none  of  World  Access  or any of its  Subsidiaries  has
entered into any employment contract or collective bargaining agreement, written
or oral, or modified the terms of any existing such contract or agreement;

                  (o)  none  of  World  Access  or any of its  Subsidiaries  has
granted any increase in the base compensation of any of its directors,  officers
or employees outside the Ordinary Course of Business;

                  (p)  none  of  World  Access  or any of its  Subsidiaries  has
adopted, amended, modified, or terminated any bonus, profit-sharing,  incentive,
severance,  or other plan, contract, or commitment for the benefit of any of its
directors, officers, and employees (or taken any such action with respect to any
other Employee Benefit Plan);

                  (q) none of World Access or any of its  Subsidiaries  has made
any other material change in employment terms for any of its directors, officers
or employees outside the Ordinary Course of Business; and

                  (r)  none  of  World  Access  or any of its  Subsidiaries  has
committed to any of the foregoing.

     Section 5.8.  Undisclosed  Liabilities.  None of World Access or any of its
Subsidiaries has any material liability (whether asserted or unasserted, whether
absolute or  contingent,  whether  accrued or  unaccrued,  and whether due or to
become due,  including any liability for taxes),  except for (a) liabilities set
forth in the World Access Most Recent  Balance Sheet and (b)  liabilities  which
have arisen since the date of the World Access Most Recent  Balance Sheet in the
Ordinary Course of Business.

     Section 5.9.  Opinion of Financial  Advisor.  World Access has received the
opinion  of  The  Robinson-Humphrey  Company,  Inc.,  dated  the  date  of  this
Agreement,  that, as of such date, the Consideration to be paid hereunder and in
connection  with the U.S.  Merger is fair,  from a financial  point of view,  to
World Access.

     Section 5.10. Litigation.  Neither World Access nor any of its Subsidiaries
(a) is subject to any outstanding injunction,  judgment,  order, decree, ruling,
or charge or (b) is a party or, to the Knowledge of World Access,  is threatened
to be made a party to any action,  suit,  proceeding,  hearing, or investigation
of, in, or before any court or quasi-judicial  or  administrative  agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator, and, to
the Knowledge of World Access, no reasonable basis therefor exists.

                                   ARTICLE 6.
                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

         In order to induce World Access and New World Access to enter into this
Agreement,  Shareholder  represents  and  warrants to World Access and New World
Access that,  except as set forth in the Disclosure  Schedule to be delivered by
Shareholder  to World Access  within ten (10)  Business  Days of the date hereof
(the  "Shareholder  Disclosure  Schedule"),  which shall identify  exceptions by
specific Section references:

     Section 6.1.  Authority.  Shareholder has all requisite power and authority
and has full legal  capacity and is  competent  to execute,  deliver and perform
this  Agreement  and  the  Ancillary  Documents  to be  executed  by it  and  to
consummate the transactions contemplated hereby and thereby. Cherry U.K. has all
requisite  corporate  power and  authority to execute,  deliver and perform this
Agreement and the Ancillary Documents to be executed by it and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement by Cherry U.K. and the consummation of the  transactions  contemplated
on its part hereby have been duly authorized by all necessary  corporate  action
and no other  corporate  proceedings  on its part is necessary to authorize  the
consummation  of the  transactions  contemplated on its part. This Agreement has
been duly executed and delivered by Shareholder and Cherry U.K. and constitutes,
and each of the Ancillary  Documents to be signed at Closing,  when executed and
delivered by Shareholder or Cherry U.K. (as the case may be) will constitute,  a
valid and binding  obligation  of  Shareholder  and Cherry U.K. (as the case may
be),  enforceable against them in accordance with their respective terms, except
to the extent that such enforceability may be limited by applicable  bankruptcy,
insolvency,  reorganization or other law affecting the enforcement of creditors'
rights generally or by general equity principles.

     Section 6.2.  Organization,  Qualification,  and Corporate  Power.  Each of
Cherry U.K.  and its  Subsidiaries  is a  corporation  duly  organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation.  Each of Cherry U.K. and its  Subsidiaries is duly authorized and
qualified  to conduct  business and is in good  standing  under the laws of each
jurisdiction where such qualification is required, except where the lack of such
qualification  would not have a Cherry U.K.  Material  Adverse  Effect.  Each of
Cherry U.K. and its Subsidiaries has full corporate power and authority to carry
on the businesses in which it is engaged and to own, lease,  use and operate the
properties  owned,  leased,  used and operated by it. The copy of the Memorandum
and  Articles  of  Cherry  U.K.  to be set forth in the  Shareholder  Disclosure
Schedule is complete,  accurate and up to date and has embodied in or annexed to
it copies of all  Resolutions  referred to in Section 380  Companies  Act passed
prior to the date of this Agreement.  No such Resolutions have been passed since
the date of the Cherry U.K. Most Recent Balance Sheet and the Shareholder  shall
procure that no such  Resolutions  shall be passed by Cherry U.K. after the date
of this  Agreement  without the prior written  consent of New World Access.  The
Register  of Members  and all other  Statutory  Books of Cherry  U.K.  have been
properly kept and contain a true,  accurate and complete  record of the business
affairs and financial position of and all material transactions entered into and
material  liabilities  incurred by Cherry U.K. or to which it has become a party
and all matters with which they should deal. No notice or allegation that any of
such  documents  are incorrect or should be rectified has been received and such
documents  have been retained by Cherry U.K. for such periods as may be required
by all applicable laws.

     Section 6.3. Capitalization.  The entire authorized capital stock of Cherry
U.K.  consists of 50,000 shares of Cherry U.K.  Stock, of which 50,000 shares of
Cherry U.K. Stock are issued and outstanding.  All of the issued and outstanding
shares of Cherry U.K. have been duly authorized and are validly issued and fully
paid. There are no outstanding or authorized options, warrants, purchase rights,
subscription rights,  conversion rights,  exchange rights, or other contracts or
commitments  that could require Cherry U.K. or any of its Subsidiaries to issue,
sell, or otherwise cause to become  outstanding any of its capital stock.  There
are no  outstanding or authorized  stock  appreciation,  phantom  stock,  profit
participation,   or  similar   rights  with  respect  to  Cherry  U.K.  and  its
Subsidiaries.  Cherry  U.K.  and its  Subsidiaries  have no  outstanding  bonds,
debentures,  notes or other  similar  obligations  the holders of which have the
right to vote  generally with holders of Cherry U.K.  Stock.  Shareholder is the
legal and beneficial owner of the Shares,  and the Shares will be transferred to
New World  Access with full legal and  beneficial  title,  free and clear of all
Liens and Security Interests.  Shareholder has the power,  authority,  right and
capacity  to  transfer  and  deliver  legal and  beneficial  title to the Shares
pursuant  to  this  Agreement  and,  except  as set  forth  in  the  Shareholder
Disclosure Schedule, is not a party to or bound by any agreement, arrangement or
option  restricting in any manner the sale and transfer of any of the Shares. No
power of  attorney  given by Cherry U.K.  or any of its  Subsidiaries  is now in
force or effect.

     Section 6.4.  Non-contravention.  Neither the execution and the delivery of
this  Agreement  or  the  Ancillary  Documents,  nor  the  consummation  of  the
transactions  contemplated hereby or thereby, will (a) violate any constitution,
statute, regulation, rule, injunction,  judgment, order, decree, ruling, charge,
or other restriction of any government,  governmental  agency, or court to which
Shareholder, Cherry U.K. or any of its Subsidiaries are subject or any provision
of the  memorandum  and  articles of  association  and any other  organizational
documents of Cherry U.K. or any of its Subsidiaries;  or (b) except with respect
to those  agreements  for which  Consent  shall be  obtained  prior to  Closing,
conflict with, result in a breach of, constitute a default under,  result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement,  contract, lease, license,
instrument, or other arrangement to which Shareholder, Cherry U.K. or any of its
Subsidiaries is a party or by which it is bound or to which any of its assets is
subject (or result in the  imposition  of any Security  Interest upon any of its
assets), except where the violation,  conflict,  breach, default,  acceleration,
termination,  modification,  cancellation,  failure to give notice,  or Security
Interest would not have a Cherry U.K.  Material  Adverse Effect.  Except for the
Required  Consents and such Consents and filings the failure of which to make or
obtain would have a Cherry U.K.  Material Adverse Effect,  neither  Shareholder,
Cherry U.K.,  nor any  Subsidiary  of Cherry U.K. is required to give any notice
to, make any filing with, or obtain any Consent of any  Regulatory  Authority in
order for the  Parties  to  consummate  the  transactions  contemplated  by this
Agreement  or the  Ancillary  Documents.  None  of  Cherry  U.K.  nor any of its
Subsidiaries has, directly or indirectly,  provided any financial assistance for
the purpose of the acquisition of shares in it or for the purpose of reducing or
discharging  any  liability  incurred in such an  acquisition.  No member of the
Cherry U.K. Group has in the previous five years been party to any  transactions
to which  Sections  238 to 246  (inclusive)  of the  Insolvency  Act 1986 may be
applicable.

     Section 6.5.  Brokers' Fees.  Neither  Shareholder  nor Cherry U.K. has any
liability or obligation, contingent or otherwise, to pay any fees or commissions
or  similar  payments  to any  broker,  finder,  or agent  with  respect  to the
transactions contemplated by this Agreement or the Ancillary Documents.

     Section 6.6. Title to Assets.  Each of Cherry U.K. and its Subsidiaries has
good and marketable title to all of its material properties and assets, real and
personal, tangible and intangible, used by it, located on its premises, or shown
on the Cherry U.K. Most Recent Balance Sheet or acquired after the date thereof,
free and clear of all  Security  Interests,  except  for  properties  and assets
disposed of in the Ordinary Course of Business since the date of the Cherry U.K.
Most Recent  Balance Sheet.  All leases  pursuant to which Cherry U.K. or any of
its Subsidiaries  leases from other Persons material amounts of real or personal
property are in good  standing,  valid and  effective in  accordance  with their
respective  terms, and there is not, to the Knowledge of Shareholder,  under any
of such  leases,  any  existing  material  default or event of default (or event
which,  with  notice or lapse of time,  or both,  would  constitute  a  material
default) except where lack of such good standing,  validity and effectiveness or
the  existence  of such  default or event of  default  would not  reasonably  be
expected to have a Cherry U.K. Material Adverse Effect. All title deeds relating
to the assets of Cherry U.K. and its  Subsidiaries  and an executed  copy of all
material agreements to which it or any of its Subsidiaries is a party are in the
possession of Cherry U.K. or the relevant Subsidiary.

     Section 6.7.  Subsidiaries.  The Shareholder Disclosure Schedule sets forth
for Cherry U.K. and each  Subsidiary of Cherry U.K. true,  complete and accurate
details of (a) its name and the jurisdiction of incorporation, (b) the number of
shares of authorized  capital stock of each class of its capital stock,  (c) the
number of issued and outstanding  shares of each class of its capital stock, the
names of the holders thereof, and the number of shares held by each such holder,
(d) the number of shares of its capital stock held in treasury, (e) the names of
its directors and secretary and (f) its  accounting  reference  date. All of the
issued and outstanding shares of capital stock of each Subsidiary of Cherry U.K.
have been duly authorized and are validly issued,  fully paid, and nonassessable
and were issued in accordance  with  applicable  United States federal and state
securities laws or the Companies Acts and laws of England and Wales, as the case
may be. Cherry U.K. holds of record and owns legally and beneficially all of the
outstanding  shares of each  Subsidiary  of Cherry  U.K.,  free and clear of any
Liens,  restrictions on transfer (other than  restrictions  under the Securities
Act and state securities laws), taxes,  Security Interests,  options,  warrants,
purchase rights,  contracts,  commitments,  equities and demands. Other than the
Cherry U.K. Options,  there are no outstanding or authorized options,  warrants,
purchase rights,  subscription  rights,  conversion rights,  exchange rights, or
other contracts or commitments that could require Cherry U.K. to sell, transfer,
or otherwise  dispose of any capital  stock of any of its  Subsidiaries  or that
could require any such  Subsidiary to issue,  sell, or otherwise cause to become
outstanding  any of its  own  capital  stock.  There  are no  outstanding  stock
appreciation,  phantom  stock,  profit  participation,  or similar  rights  with
respect to any Subsidiary of Cherry U.K. There are no voting trusts, proxies, or
other  agreements  or  understandings  with respect to the voting of any capital
stock of any Subsidiary of Cherry U.K. None of Cherry U.K. and its  Subsidiaries
controls  directly  or  indirectly,   or  has  any  direct  or  indirect  equity
participation  in,  any  corporation,  partnership,  trust,  or  other  business
association which is not a Subsidiary of Cherry U.K.

     Section 6.8.  Financial  Statements.  The Shareholder  Disclosure  Schedule
includes  true and complete  copies of the  following  financial  statements  of
Cherry U.K.  (collectively,  the "Cherry U.K.  Financial  Statements"):  (a) the
unaudited  consolidated balance sheet and the unaudited  consolidated profit and
loss account and cash flow  statement and  statement of changes in  shareholders
funds for the fiscal  years ended  December  31, 1996 and 1997 (the "Cherry U.K.
Most Recent  Fiscal  Year End") and in  relation to each of Cherry U.K.  and its
Subsidiaries  the  unaudited  balance  sheet and the  unaudited  profit and loss
account for the Cherry  U.K.  Most Recent  Fiscal  Year End;  and (b)  unaudited
consolidated  balance sheets and profit and loss account and cash flow statement
(the "Cherry U.K.  Most Recent  Financial  Statements")  as of and for the three
months and year to date  period  ended  March 31, 1998 (the  "Cherry  U.K.  Most
Recent Fiscal Month End"). The Cherry U.K. Financial  Statements  (including the
notes  thereto)  comply with all  requirements  of the Companies  Act, all other
relevant  statutes  and  all  Relevant  Accounting  Standards  and in all  other
respects have been prepared in accordance with U.K. GAAP applied on a consistent
basis throughout the periods covered thereby and present fairly the consolidated
financial condition of Cherry U.K. as of such dates and the consolidated results
of  operations  of Cherry U.K. for such  periods;  provided,  however,  that the
Cherry U.K. Most Recent  Financial  Statements  are subject to normal  recurring
adjustments  (which will not be material  individually  or in the aggregate) and
lack footnotes and other presentation items.  Without limiting the generality of
the  foregoing,  the Cherry U.K.  Most Recent  Financial  Statements  accurately
reflect  anticipated  material  costs to  complete  all  contracts  or  services
pursuant to which Cherry U.K. or any of its  Subsidiaries  has agreed to furnish
products and services in accordance with U.K. GAAP applied on a basis consistent
with the Cherry U.K. Financial Statements for the Cherry U.K. Most Recent Fiscal
Year End.

     Section 6.9. Events  Subsequent to Cherry U.K. Most Recent Fiscal Year End.
Since the Cherry U.K. Most Recent Fiscal Year End, there has not been any Cherry
U.K. Material Adverse Effect.  Without limiting the generality of the foregoing,
since that date:

                  (a) none of Cherry  U.K. or any of its Subsidiaries  has sold,
leased,  transferred,  or assigned  any material assets, tangible or intangible,
outside the Ordinary Course of Business;

                  (b) none of Cherry U.K. or any of its Subsidiaries has entered
into any material  agreement,  contract,  lease, or license outside the Ordinary
Course of Business;

                  (c)  no  party   (including   Cherry   U.K.   or  any  of  its
Subsidiaries) has accelerated,  terminated,  made material  modifications to, or
canceled any material  agreement,  contract,  lease,  or license to which Cherry
U.K. or any of its Subsidiaries is a party or by which any of them is bound;

                  (d) none of Cherry U.K. or any of its Subsidiaries has imposed
any Security Interest upon any of its material assets, tangible or intangible;

                  (e) none of Cherry  U.K. or any of its  Subsidiaries  has made
any material capital expenditures outside the Ordinary Course of Business;

                  (f) none of Cherry  U.K. or any of its  Subsidiaries  has made
any material  capital  investment  in, or any material loan to, any other Person
outside the Ordinary Course of Business;

                  (g)  none  of  Cherry  U.K.  or any of  its  Subsidiaries  has
created,  incurred,  assumed,  or  guaranteed  more than  $50,000  in  aggregate
indebtedness for borrowed money and capitalized lease obligations;

                  (h) other than is normal and  customary  with respect to their
respective  businesses,  none of  Cherry  U.K.  or any of its  Subsidiaries  has
granted any license or sublicense  of any material  rights under or with respect
to any Intellectual Property;

                  (i)  there  has  been  no  change  made or  authorized  in the
memorandum  and articles of  association  of Cherry U.K. or the  memorandum  and
articles of association,  charter,  bylaws or other organizational  documents of
any  of  its  Subsidiaries  and  no  resolution  of  Cherry  U.K.  or any of its
Subsidiaries has been passed in general meeting;

                  (j) none of Cherry U.K. or any of its Subsidiaries has issued,
sold, or otherwise disposed of any of its capital stock, or granted any options,
warrants,  or other  rights to purchase or obtain  (including  upon  conversion,
exchange or exercise) any of its capital stock;

                  (k)  none  of  Cherry  U.K.  or any of  its  Subsidiaries  has
declared,  set aside, or paid any dividend or made any distribution  (whether in
cash or in  kind) or  redeemed,  purchased,  or  otherwise  acquired  any of its
capital stock or reduced its capital stock;

                  (l)  none  of  Cherry  U.K.  or any of  its  Subsidiaries  has
experienced any material damage, destruction, or loss (whether or not covered by
insurance) to its property;

                  (m) none of Cherry  U.K. or any of its  Subsidiaries  has made
any loan to, or entered into any other  transaction  with, any of its directors,
officers, and employees outside the Ordinary Course of Business;

                  (n) none of Cherry U.K. or any of its Subsidiaries has entered
into any  material  employment  contract  or  collective  bargaining  agreement,
written  or oral,  or  modified  the  terms of any  existing  such  contract  or
agreement outside the Ordinary Course of Business;

                  (o) none of Cherry U.K. or any of its Subsidiaries has granted
any  increase  in the base  compensation  of any of its  directors,  officers or
employees outside the Ordinary Course of Business;

                  (p)  none  of  Cherry  U.K.  or any of  its  Subsidiaries  has
adopted, amended, modified, or terminated any bonus, profit-sharing,  incentive,
severance,  or other plan, contract, or commitment for the benefit of any of its
directors, officers, and employees (or taken any such action with respect to any
other Employee Benefit Plan);

                  (q) none of Cherry  U.K. or any of its  Subsidiaries  has made
any  other  material  change  in  employment  terms  for  any of its  directors,
officers, and employees outside the Ordinary Course of Business; and

                  (r) none  of  Cherry  U.K.  or  any  of  its  Subsidiaries has
committed to any of the foregoing.

     Section 6.10.  Undisclosed  Liabilities.  None of Cherry U.K. or any of its
Subsidiaries has any material liability (whether asserted or unasserted, whether
absolute or  contingent,  whether  accrued or  unaccrued,  and whether due or to
become due,  including any liability for taxes),  except for (a) liabilities set
forth in the Cherry U.K.  Most Recent  Balance Sheet and (b)  liabilities  which
have arisen  since the date of Cherry  U.K.  Most  Recent  Balance  Sheet in the
Ordinary  Course of  Business.  Cherry  U.K.  has not  applied for and is not in
receipt of any grant,  subsidy or other financial assistance from any government
department, local authority or other body.

     Section 6.11. Legal  Compliance.  Each of Shareholder,  Cherry U.K. and its
Subsidiaries   has  complied  with  all  applicable   laws   (including   rules,
regulations, codes, ordinances, plans, injunctions,  judgments, orders, decrees,
rulings, and charges thereunder) of the United States federal,  state and local,
and any foreign  governments  (and all agencies  thereof) and with the Companies
Act, the European Communities Act and all European Community legislation, and no
action, suit, proceeding,  hearing,  investigation,  charge,  complaint,  claim,
demand,  or  notice  has  been  filed  or  commenced  or,  to the  Knowledge  of
Shareholder,  threatened  against it alleging  any failure so to comply,  except
where the  failure  to  comply  would not have a Cherry  U.K.  Material  Adverse
Effect. All dividends and distributions declared, made or paid by Cherry U.K. or
any of its  Subsidiaries  at any time  were,  when  declared,  made or paid,  in
accordance  with  the  requirements  of the  general  law  and the  Articles  of
Association of the relevant company.

     Section 6.12. Tax Matters.  The Shareholder  Disclosure Schedule contains a
list  of  the  countries  and  jurisdictions  (whether  the  United  Kingdom  or
otherwise) to which any Taxes are properly payable by any of Cherry U.K. and its
Subsidiaries.  Except with  respect to any such  matters  that would not, in the
aggregate, have a Cherry U.K. Material Adverse Effect:

                  6.12.1.  Cherry  U.K.  and  its  Subsidiaries  have  duly  and
punctually  paid all Taxes  which they are or have been liable to pay or account
for prior to the date of this  Agreement  and has made proper  provision  in the
Cherry U.K. Financial  Statements in respect of all Taxes which they will or may
become  liable to pay or  account  for in respect  of all  accounting  and other
periods ending on or before the date of this Agreement.

                  6.12.2.  The  amount of  deferred  taxation  contained  in the
Cherry U.K. Financial  Statements was at the Cherry U.K. Most Recent Fiscal Year
End adequate and in accordance  with generally  accepted  accountancy  practices
and, in  particular,  was  calculated in accordance  with SSAP 15. If the Cherry
U.K. Financial Statements were to be drawn as at the date of this Agreement, the
provision  for deferred  taxation that would be made in them would be no greater
than that stated in the Cherry U.K. Financial Statements.

                  6.12.3.  Cherry U.K. and its  Subsidiaries  have  properly and
punctually  deducted and  accounted  for Taxes which they have been  required to
deduct or for which  they  have been  required  to  account  in  respect  of any
payments made (or deemed to have been made) by them. In particular,  Cherry U.K.
and its Subsidiaries  have properly  operated the PAYE system and have duly made
all deductions and payments required to be made in respect of National Insurance
contributions (including employer's contributions).

                  6.12.4.  Cherry  U.K.  and  its  Subsidiaries  have  duly  and
punctually  made all returns and given or delivered all notices and accounts and
information  and have made all claims,  disclaimers  and  elections  which on or
before the date of this  Agreement  ought to have been made,  given or delivered
for the  purposes of Taxes or which have been  assumed  for the  purposes of the
Cherry U.K. Financial Statements.

                  6.12.5.   There  is  no  material   dispute  or   disagreement
outstanding  nor is any  contemplated at the date of this Agreement with any Tax
authority  regarding:  (a) the  computation  of any gains  profits  or losses of
Cherry U.K. or its  Subsidiaries for the purposes of Taxes; or (b) any liability
or potential  liability to Taxes (including  penalties or interest)  recoverable
from any of Cherry U.K. or any of its  Subsidiaries;  or (c) the availability to
any of Cherry U.K. or its Subsidiaries of any relief from Taxes.

                  6.12.6.  Each of Cherry U.K. and its  Subsidiaries  is not and
will not become  liable to pay,  reimburse or indemnify any person in respect of
Taxes in consequence  of failure by that or any other person to discharge  those
Taxes (whether within any specified period or otherwise) where such Taxes relate
to a profit, income, gain, transaction, event, omission or circumstance arising,
occurring  or deemed to arise or occur  (whether  wholly or partly) on or before
the date of this Agreement.

                  6.12.7.   The  Shareholder   Disclosure   Schedule  lists  all
concessions,  agreements and other formal or informal  arrangements with any Tax
authority  (other than such as are  published  by a Tax  authority in the United
Kingdom) from which any of Cherry U.K. and its Subsidiaries has or will benefit,
or by which it is bound,  and (in either  case)  which are extant on the date of
this Agreement.

                  6.12.8.  Each of Cherry U.K.  and its  Subsidiaries  maintains
complete and up to date information accounts and records of all transactions and
activities  in which it has been involved and of its Taxes affairs which will or
may be relevant for  calculating  any Taxes liability of each of Cherry U.K. and
its Subsidiaries: (a) for any accounting or other period ending on or before the
date of this  Agreement  or in respect of any event  occurring on or before this
date as to which no final agreement  relating to Taxes has yet been reached with
the relevant Tax  authority;  (b) for any such period ending or event  occurring
after the date of this Agreement; and (c) as required by law.

                  6.12.9.  Each of Cherry U.K. and its  Subsidiaries  has not in
the past six  years  ending  on the date of this  Agreement  been a party to any
scheme or  arrangement:  (a) in respect of which the main  purpose or one of the
main purposes was the avoidance,  reduction or deferral of a liability to Taxes;
(b) in  respect  of which  any  Taxes  clearance  has been or  should  have been
obtained;  or (c) which was or included a  reorganization  or  reduction  of the
share capital of any of Cherry U.K. or its Subsidiaries.

                  6.12.10. Each of Cherry U.K. and its Subsidiaries has not been
party to any scheme or arrangement  as a result of which on the future  disposal
of any  asset  owned  on the  date  of  this  Agreement  the  allowable  loss or
chargeable  gain  otherwise  arising or any  liability  to Taxes is liable to be
adjusted by any Tax authority.

                  6.12.11.  Each of Cherry U.K. and its  Subsidiaries has not in
the six years ending on the date of this  Agreement  carried out or been engaged
in any  transaction  or arrangement in respect of which there has been or may be
substituted  for the  consideration  given or received by any of Cherry U.K. and
its Subsidiaries  (including a nil consideration) a different  consideration for
Taxes purposes,  and none of Cherry U.K. and its  Subsidiaries has an obligation
to enter into any such transaction or arrangement in the future.

                  6.12.12.  Each of Cherry  U.K.  and its  Subsidiaries  has not
since the Cherry U.K.  Most Recent  Fiscal Year End made or incurred  and is not
liable to make or incur any  payments  or  expenditure  in excess of $100,000 in
aggregate  which will not be wholly  deductible in computing its taxable profits
or which will not be a charge on income or otherwise  allowable for the purposes
of corporation tax whether on the grounds of being a dividend or distribution or
for any other reason.

                  6.12.13.  Each of Cherry  U.K.  and its  Subsidiaries  has not
since  the  Cherry  U.K.  Most  Recent  Fiscal  Year End  disposed  of any asset
otherwise than in the Ordinary Course.

                  6.12.14. Otherwise than Cherry U.K. and its Subsidiaries taken
together,  each of Cherry U.K. and its  Subsidiaries  has not at any time in the
six years ending on the Cherry U.K..  Most Recent  Fiscal Year End been a member
of a group of companies for Taxes purposes.

                  6.12.15.  The  Shareholder  Disclosure  Schedule  details  all
relevant  surrenders  of or claims for group relief or Advance  Corporation  Tax
("ACT")  which affect each of Cherry U.K. and its  Subsidiaries  for  accounting
periods  in  respect  of which  no final  agreement  has been  reached  with the
relevant  Tax  authority  as to its Taxes  affairs or which were made in the six
years ending with the date of this Agreement. All such surrenders and claims are
valid and have been or will be allowed by the  relevant Tax  authority.  None of
Cherry U.K. and its  Subsidiaries has made or received any payment in respect of
a claim for or surrender of group relief or ACT which could in any circumstances
be liable to be refunded.

                  6.12.16.  None of Cherry U.K.  and its  Subsidiaries  owns any
asset  which it  acquired  within the period of six years  ending on the date of
this  Agreement  from another  company  which was at the date of  acquisition  a
member of the same group of companies as Cherry U.K. and its Subsidiaries.

                  6.12.17. No asset of any company shall be deemed under Section
178 or 179 Taxation of Chargeable  Gains Act 1992 ("TCGA") to have been disposed
of and  reacquired  by  virtue  of or in  consequence  of the  entering  into or
performance  of this  Agreement  or any other event  after the Cherry U.K.  Most
Recent Fiscal Year End.

                  6.12.18.  All  expenditures  which any of Cherry U.K.  and its
Subsidiaries have incurred or is liable to incur under any subsisting commitment
on the  provision of  machinery  or plant has  qualified or will qualify (if not
deductible as a trading expense) for capital allowances.

                  6.12.19.  All  allowances  available to any of Cherry U.K. and
its Subsidiaries in respect of capital expenditure incurred prior to the date of
this  Agreement  or to be  incurred  under  any  subsisting  commitment  will be
available in taxing the trade of the relevant company.

                  6.12.20.  None of the  assets  of any of Cherry  U.K.  and its
Subsidiaries  is or may be a long-life  asset within the meaning of Chapter IV A
of Part II Capital Allowances Act 1990.

                  6.12.21.  None  of  Cherry  U.K.  and its  Subsidiaries  is in
dispute  with any  Person as to any  entitlement  to  capital  allowances  under
Section 51 Capital  Allowances  Act 1990,  nor at the date of this Agreement are
there any circumstances which might give rise to such a dispute.

                  6.12.22.  All  documents  which  each of Cherry  U.K.  and its
Subsidiaries may be interested in the enforcement of have been duly stamped, and
there is no  liability  to any fine or penalty in respect  thereof nor are there
any  circumstances  which may result in any of Cherry U.K.  or its  Subsidiaries
becoming liable to any such fine or penalty.

                  6.12.23.  Each of Cherry U.K.  and its  Subsidiaries  has duly
registered for VAT purposes and has complied with all relevant provisions of the
Value Added Tax Act 1994 ("VATA") and  regulations  made or notices issued under
any legislation relating to VAT.

                  6.12.24.  Each of Cherry  U.K.  and its  Subsidiaries  has not
applied to become,  nor is it treated as, a member of a group of  companies  for
VAT purposes.

                  6.12.25.   The  Shareholder   Disclosure   Schedule   contains
particulars  (including  the date of the  acquisition)  of all capital  items to
which Part XV Value Added Tax Regulations 1995 may be applied.

                  6.12.26.  Neither  Cherry U.K.  and its  Subsidiaries  nor any
relevant  associate  of any of them  (within  the meaning of  paragraph  3(7) of
Schedule 10 to VATA) has made an election in accordance  with paragraphs 2 and 3
of Schedule 10 to VATA.

                  6.12.27.  In  respect  of any loan  relationship  (within  the
meaning  of Section 81  Finance  Act 1996) to which any of Cherry  U.K.  and its
Subsidiaries is a party,  the relevant company used a basis of accounting in the
Cherry U.K. Financial Statements which is an authorized  accounting method under
Section 85 of that Act.

                  6.12.28.  None of Cherry U.K. and its  Subsidiaries has been a
party to a loan relationship which had an unallowable purpose within the meaning
of paragraph 13 of Schedule 9 to the Finance Act 1996.

     Section 6.13. Real Property

                  6.13.1.   Neither Cherry U.K. nor any of its Subsidiaries owns
any real or freehold property.

                  6.13.2.  To the  Knowledge  of  Shareholder,  the  Shareholder
Disclosure  Schedule  lists and describes  briefly all real  property  leased or
subleased  to or  occupied  or used by  Cherry  U.K.  or its  Subsidiaries  (the
"Properties").  Cherry U.K. has been in possession of and shall deliver to World
Access  concurrent  with the  delivery of the  Shareholder  Disclosure  Schedule
correct and complete copies of the leases and subleases  together with all other
relevant  documents of title listed on the Shareholder  Disclosure  Schedule (as
amended to date). With respect to each material lease and sublease listed on the
Shareholder Disclosure Schedule:

                            (a) the lease or sublease is legal, valid,  binding,
enforceable,  and in full force and effect in all material respects;

                            (b) no party to the lease or sublease is in material
breach or default, and no event
has occurred which,  with notice or lapse of time,  would  constitute a material
breach  or  default  or  permit  termination,   modification,   or  acceleration
thereunder;

                            (c) no party to the lease or sublease has repudiated
any material provision thereof;

                            (d) there are no material disputes, oral agreements,
or forbearance programs in
effect as to the lease or sublease;

                            (e) neither Cherry U.K. nor any of its  Subsidiaries
has charged,  assigned,  leased,  transferred,  conveyed,  mortgaged,  deeded in
trust,  or  encumbered  any interest in the  leasehold or  subleasehold  and the
Properties are free from any options or agreements to do the same;

                            (f) all  facilities  leased or subleased  thereunder
have received all approvals of
governmental  authorities  (including material licenses and permits) required in
connection with the operation thereof,  and have been operated and maintained in
accordance  with  applicable  laws,  rules,  and  regulations  in  all  material
respects,  including  health and safety  provisions and  provisions  relating to
safety from fire.

     Section 6.14. Intellectual Property

                  6.14.1.  Each of Cherry U.K. and its Subsidiaries  owns, or is
licensed or otherwise  possesses legally enforceable rights to use, all patents,
trade  secrets,  trademarks,  trade names,  service marks,  copyrights,  and any
applications  therefor,  technology,  know-how,  computer  software  programs or
applications,  and tangible or intangible  proprietary  information  or material
that are used in its  business  as  currently  conducted,  except  as would  not
reasonably be expected to have a Cherry U.K. Material Adverse Effect.

                  6.14.2.  Except as would not  reasonably be expected to have a
Cherry  U.K.  Material  Adverse  Effect (a) neither  Cherry U.K.  nor any of its
Subsidiaries  is or will be, as a result of the  execution  and delivery of this
Agreement or the performance of its obligations  hereunder,  in violation of any
Third-Party  Intellectual  Property  Rights;  (b) no claims with  respect to the
patents,  registered  and material  unregistered  trademarks  and service marks,
copyrights,  registered designs, trade names and any applications therefor owned
by  Cherry  U.K.  or any of its  Subsidiaries  (the  "Cherry  U.K.  Intellectual
Property  Rights"),  any trade secret  material to Cherry  U.K.,  or Third Party
Intellectual  Property Rights to the extent arising out of any use, reproduction
or distribution of such Third Party  Intellectual  Property Rights by or through
Cherry  U.K.  or any of its  Subsidiaries,  are  currently  pending  or,  to the
Knowledge of Shareholder,  are overtly  threatened by any Person; and (c) Cherry
U.K.  does not know of any  valid  ground  for any bona fide  claims  (i) to the
effect that the manufacture,  sale, licensing or use of any product as now used,
sold or licensed or proposed  for use,  sale or license by Cherry U.K. or any of
its Subsidiaries infringes on any copyright,  patent,  trademark,  service mark,
registered design or trade secret, (ii) against the use by Cherry U.K. or any of
its  Subsidiaries of any  trademarks,  trade names,  trade secrets,  copyrights,
patents,  technology,  know-how or computer  software  programs and applications
used in the  business  of Cherry U.K. or any of its  Subsidiaries  as  currently
conducted  or as proposed to be  conducted,  (iii)  challenging  the  ownership,
validity or  effectiveness  of the Cherry U.K.  Intellectual  Property Rights or
other trade secret  material to Cherry U.K., or (iv)  challenging the license or
legally  enforceable  right to use of the  Third  Party  Intellectual  Rights by
Cherry U.K. or any of its Subsidiaries.

                  6.14.3. To the Knowledge of Shareholder, all material patents,
registered trademarks,  registered designs, service marks and copyrights held by
Cherry U.K. and its Subsidiaries  are valid and subsisting.  To the Knowledge of
Shareholder,   there  is  no  material   unauthorized   use,   infringement   or
misappropriation  of the Cherry U.K.  Intellectual  Property by any third party,
including  any  employee  or  former  employee  of  Cherry  U.K.  or  any of its
subsidiaries.  Cherry U.K. and each of its  Subsidiaries  has complied  with all
requirements  of the  Data  Protection  Act  1984  and in  particular:  (a)  has
registered as a data user under that Act for all purposes for which registration
is required by the business as carried on by Cherry  U.K.;  and (b) has complied
with the data  protection  principles.  No member of the Cherry  U.K.  Group has
received  any  notice  letter  or  complaint  alleging  a  breach  by it of  the
provisions  of the Data  Protection  Act 1984 and has no reason to believe  that
circumstances exist which may give rise to such a notice letter or complaint.

     Section 6.15.  Tangible Assets. The buildings,  machinery,  equipment,  and
other tangible  assets that Cherry U.K. and its  Subsidiaries  own and lease are
free  from  material  defects  (patent  and  latent),  have been  maintained  in
accordance with normal industry  practice,  and are in good operating  condition
and repair (subject to normal wear and tear).

     Section 6.16.  Inventory.  Neither Cherry U.K. nor any of its  Subsidiaries
owns any inventory.

     Section 6.17.  Contracts.  The  Shareholder  Disclosure  Schedule lists the
following  contracts  and other  agreements  to which  Cherry U.K. or any of its
Subsidiaries is a party:

                  (a) any  agreement  (or group of related  agreements)  for the
lease of personal property to or from any Person providing for lease payments in
excess of $25,000 per annum;

                  (b) any  agreement  (or group of related  agreements)  for the
purchase or sale of raw materials,  commodities,  supplies,  products,  or other
personal property, or for the furnishing or receipt of services, the performance
of  which  will  extend  over  a  period  of  more  than  one  year  or  involve
consideration in excess of $25,000;

                  (c) any agreement concerning a partnership or joint venture;

                  (d) any agreement (or group of related agreements) under which
it has created,  incurred,  assumed, or guaranteed any indebtedness for borrowed
money, or any capitalized lease obligation, in excess of $100,000 or under which
it has imposed a Security Interest on any of its assets, tangible or intangible;

                  (e) any material agreement concerning confidentiality or  non-
competition;

                  (f) any material  agreement with any Affiliates of Cherry U.K.
or any of its  Subsidiaries or any other Connected Person (as defined in Section
839 Income and Corporation Taxes Act 1988);

                  (g) any profit sharing,  stock option,  stock purchase,  stock
appreciation,  deferred  compensation,  severance,  or  other  material  plan or
arrangement for the benefit of its current or former  directors,  officers,  and
employees;

                  (h) any  agreement under  which any other  Person is  entitled
to act as agent for Cherry U.K. or any of its Subsidiaries;

                  (i) any  agreement for the  employment of any  individual on a
full-time,  part-time,  consulting, or other basis providing annual compensation
in excess of $100,000 or providing material severance benefits;

                  (j) any  agreement  under which it has  advanced or loaned any
amount to any of its directors,  officers,  and employees or any other Connected
Person outside the Ordinary Course of Business;

                  (k) any agreement under which the consequences of a default or
termination  could have a Cherry U.K.  Material Adverse Effect not identified on
any other Schedule hereto; and

                  (l) any other  agreement (or group of related  agreements) the
performance of which involves consideration in excess of $25,000.

         Cherry U.K. shall deliver to World Access  concurrent with the delivery
of the  Shareholder  Disclosure  Schedule or make  available for World  Access's
review a correct  and  complete  copy of each  written  agreement  listed in the
Shareholder  Disclosure  Schedule (as amended to date), which shall be deemed to
be Schedules for purposes of Section 14.12 hereof, and a written summary setting
forth the material terms and  conditions of each oral  agreement  referred to in
the  Shareholder  Disclosure  Schedule.  Except as set forth on the  Shareholder
Disclosure Schedule, to the Knowledge of Shareholder,  with respect to each such
agreement: (a) the agreement is legal, valid, binding,  enforceable, and in full
force and effect in all material respects; (b) no party is in material breach or
default,  and no event has  occurred  which  with  notice or lapse of time would
constitute a material breach or default, or permit termination, modification, or
acceleration,  under the agreement; and (c) no party has repudiated any material
provision of the agreement.

     Section  6.18.  Notes and  Accounts  Receivable.  All  notes  and  accounts
receivable of each of Cherry U.K. and its Subsidiaries are reflected properly on
its books and records, are valid receivables,  are current and collectible,  and
will be  collected in  accordance  with their terms at their  recorded  amounts,
subject  only to the  reserve  for bad debts set forth on the face of the Cherry
U.K. Most Recent  Balance  Sheet (rather than in any notes  thereto) as adjusted
for operations and transactions  through the Closing Date in the Ordinary Course
of Business of Cherry U.K.

     Section 6.19. Insurance.  Each of Cherry U.K. and its Subsidiaries has been
and is insured  with  respect to its  properties  and conduct of its business in
such  amounts  and  against  such risks as are  reasonable  in  relation  to its
business and will maintain such insurance at least through the Effective Time.

     Section 6.20.  Litigation.  Neither Cherry U.K. nor any of its Subsidiaries
(a) is subject to any outstanding injunction,  judgment,  order, decree, ruling,
or charge or (b) is a party or, to the Knowledge of  Shareholder,  is threatened
to be made a party to any action,  suit,  proceeding,  hearing, or investigation
of, in, or before any court or quasi-judicial  or  administrative  agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator,  and to
the Knowledge of Shareholder,  no reasonable basis therefor exists. No order has
been made,  petition presented or resolution passed for the winding up of Cherry
U.K. or any of its Subsidiaries.

     Section 6.21. Employees. To the Knowledge of Shareholder, no executive, key
employee,  or significant group of employees plans to terminate  employment with
Cherry U.K. or its Subsidiaries during the next six months.  Neither Cherry U.K.
nor any of its Subsidiaries is a party to or bound by any collective  bargaining
agreement or any agreement  with any trade union or any other body  representing
employees and neither Cherry U.K. nor any of its  Subsidiaries has done anything
that might result in such an agreement or arrangement being implied,  nor has it
experienced any strike or material  grievance,  claim of unfair labor practices,
or other organized labor or collective  bargaining dispute within the past three
years.

     Section 6.22. Employee Benefits

                  6.22.1.  The Cherry U.K. Plans are the only arrangements under
which Cherry U.K. and its Subsidiaries have or may have any obligation  (whether
or not legally  binding) to provide or  contribute  towards  pension,  lump sum,
death,  ill-health,  disability or accident benefits in respect of their past or
present officers and employees.

                  6.22.2. True and complete details of the Cherry U.K. Plans are
set out in the Shareholder  Disclosure  Schedule,  including in particular:  (a)
copies  of  all  documentation  governing  the  Cherry  U.K.  Plans  and  of any
announcements,  valuations  or  accounts  relating  to them;  (b) details of all
officers and  employees of Cherry U.K. and its  Subsidiaries  who are members of
the Cherry U.K. Plans, and of any other members of the Plans; (c) details of the
exercise  of any  powers  under the  Cherry  U.K.  Plans to  provide  additional
benefits in respect of any  members of the Plans;  and (d) details of the Cherry
U.K. Plans' assets and liabilities.

                  6.22.3.  The Cherry  U.K.  Plans are exempt  approved  schemes
within the meaning of Section 592 of the Income and Corporation  Taxes Act 1988,
and there is no reason why approval may be withdrawn.

                  6.22.4.  If any Cherry U.K.  Plan is a  contracted-out  scheme
within  the  meaning  of the  Pension  Schemes  Act  1993,  there  is in force a
contracting out certificate covering Cherry U.K. and its Subsidiaries, and there
is no reason why the certificate might be cancelled.

                  6.22.5.  No  proposal  or  announcement  has been  made to any
officer or employee of Cherry U.K. or its Subsidiaries  about the  introduction,
continuance,   increase  or  improvement  of  any  pension,   lump  sum,  death,
ill-health, disability or accident benefit.

                  6.22.6.  The  respective  assets of the Cherry U.K.  Plans are
sufficient to satisfy their respective  liabilities  (current and contingent) as
at the date of this Agreement.

                  6.22.7.  All  contributions  due to the Cherry U.K. Plans, all
insurance  premiums  due in respect of the Cherry  U.K.  Plans and all taxes and
expenses  in  respect  of the  Cherry  U.K.  Plans  have  been  duly  paid.  The
contributions  in respect of each Cherry  U.K.  Plan have been paid at the rates
recommended in the last actuarial valuation of such Plan.

                  6.22.8.  Cherry U.K., its Subsidiaries and the trustees of the
Cherry U.K. Plans have complied in all material  respects with their obligations
under and in respect of the Cherry U.K. Plans.

                  6.22.9.  No  discrimination on grounds of sex is or has at any
stage  been made in the  provision  of  pension,  lump sum,  death,  ill-health,
disability or accident benefits by Cherry U.K. or its Subsidiaries.

                  6.22.10.  No claims (other than routine  claims for benefits),
complaints  to the Pensions  Ombudsman or reports to the  Occupational  Pensions
Regulatory  Authority  have been made or are pending or threatened in respect of
the provision of (or failure to provide) pension,  lump sum, death,  ill-health,
disability or accident benefits by Cherry U.K. or its Subsidiaries.  There is no
fact or circumstance likely to give rise to such claims or complaints.

                  6.22.11.  Full and  accurate  particulars  in relation to each
officer and employee of the Cherry U.K.  Group,  including full name,  age, sex,
marital status, date of commencement of employment  (including employment with a
previous employer which counts as continuous  employment for the purposes of the
Employment Rights Act 1996 or any similar enactment in the jurisdiction in which
Cherry U.K. is incorporated) and terms and conditions of employment are given in
the  Shareholder  Disclosure  Schedule (if appropriate by reference to disclosed
standard  terms and  conditions  of  employment)  and the officers and employees
listed in the Shareholder Disclosure Schedule are all the officers and employees
of Cherry U.K.

                  6.22.12. Since the date of the Cherry U.K. Most Recent Balance
Sheet:  (a) there  have been no changes in the  remuneration  of any  officer or
employee of Cherry U.K.  whose  remuneration  as at the Cherry U.K.  Most Recent
Balance  Sheet Date was in excess of $50,000  per annum;  (b) other than  normal
annual increases,  there have been no changes in the rate of remuneration of any
other  officer or employee of Cherry  U.K.;  and (c) there has been no change in
the terms and conditions of employment (other than  remuneration) of any officer
or employee of Cherry U.K.

                  6.22.13.  Cherry U.K. has complied with, and fulfilled all the
requirements of, its Memorandum and Articles of Association and of any statutes,
regulations and general law in relation to its employees.

                  6.22.14.  The Cherry U.K.  Group does not operate,  nor has it
proposed  or  agreed  to  operate,  for any of its  officers  or  employees  any
incentive scheme or arrangement, option scheme or bonus or profit sharing scheme
whether or not share based,  nor are any of the Cherry U.K.  Group's officers or
employees participating in or entitled (now or at any time) to participate in or
otherwise receive benefit from any such incentive scheme or arrangement,  option
scheme or bonus or profit sharing scheme.

                  6.22.15.  All subsisting  contracts of service to which Cherry
U.K. is a party are  determinable  on not more than three months' notice without
compensation  (other than  compensation in accordance with the Employment Rights
Act 1996, as amended).

                  6.22.16.  Details of those  former  officers or  employees  of
Cherry U.K.  whose  employment  has been  terminated  by Cherry U.K.  within the
twelve  months  before this  Agreement  have been  included  in the  Shareholder
Disclosure Schedule and in respect of such persons: (a) Cherry U.K. has not paid
and  has no  liability  to pay  any  sums  to such  persons  in  respect  of the
termination  of their  employment;  and (b) no notice of the intention of any of
such  persons to assert any  statutory or other claim for  reinstatement  of, or
compensation for loss of, their employment has been received.

                  6.22.17.  Except as  disclosed in the  Shareholder  Disclosure
Schedule,  there are no subsisting  contracts for the provision by any person of
any consultancy or other similar services.

                  6.22.18.  Except to the extent (if any) to which  provision or
allowance has been made in the Cherry U.K. Financial  Statements:  (a) no member
of the Cherry U.K. Group has any liability in respect of any contract of service
or for services for redundancy  payments  (including  protective  awards) or for
compensation for wrongful dismissal or unfair dismissal or for failure to comply
with any order for the reinstatement or re-engagement of any employees;  and (b)
no  gratuitous  payment  has been made or  promised  by any member of the Cherry
Group in  connection  with the actual or proposed  termination  or suspension of
employment  or variation of any contract of  employment of any present or former
director or employee.

     Section 6.23.  Guaranties.  Neither Cherry U.K. nor any of its Subsidiaries
is a guarantor or  otherwise  is  responsible  for any  liability or  obligation
(including indebtedness) of any other Person.

     Section 6.24. Environment, Health, and Safety

                  6.24.1.  Each of Cherry  U.K.  and its  Subsidiaries:  (a) has
complied with the Planning Acts and all other  Environmental  Laws,  health, and
safety laws of England and Wales in all material respects,  and no action, suit,
proceeding, hearing, investigation,  charge, complaint, claim, demand, or notice
has been filed or  commenced  against any of them  alleging  any such failure to
comply;  (b)  has  obtained  and has at all  times  been  and is in  substantial
compliance  with all of the terms and conditions of all permits,  licenses,  and
other  authorizations,  certifications  and training  which are  required  under
Environmental  Laws and all other  environmental,  health,  and  safety  laws of
England and Wales;  (c) has  complied in all  material  respects  with all other
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations, schedules, and timetables which are contained in Environmental Laws
and all other  environmental,  health, and safety laws of England and Wales; and
(d) will provide  World  Access  within ten  Business  Days hereof,  with copies
within its possession or control of all environmental  assessments,  complaints,
claims,  consent  orders or  agreements,  notices  of  violations,  governmental
inquiries and permits issued or arising under or subject or relating or pursuant
to  Environmental  Laws and all other  environmental,  health and safety laws of
England and Wales for any property  owned,  now or in the past or to be acquired
prior to Closing,  by Cherry U.K.  or any of its  Subsidiaries,  and such copies
shall be deemed to be Schedules for purposes of Section 14.12 hereof.

                  6.24.2.  Neither Cherry U.K. nor any of its  Subsidiaries  has
any material  liability,  and neither Cherry U.K. nor any of its Subsidiaries or
any of their  respective  predecessors has handled or disposed of any substance,
arranged  for the  disposal  of any  substance,  exposed  any  employee or other
individual to any  substance or condition,  or owned or operated any property or
facility  in any  manner  that could give rise to any  material  liability,  for
contamination  or damage to any site,  location,  or body of water  (surface  or
subsurface),  for any  illness of or  personal  injury to any  employee or other
individual,   or  for  any  reason  under  the  Planning   Acts  and  all  other
environmental, health, and safety law of England and Wales.

     Section 6.25. Licenses, Permits, Consents, and Authorities. Cherry U.K. and
each  of its  Subsidiaries  has  all  necessary  licenses  (including  statutory
licenses), permits, consents and authorities (public and private) for the proper
and  effective  carrying on of its business in the manner in which such business
is now carried on. All such  licenses,  permits,  consents and  authorities  are
valid and subsisting  and, to the Knowledge of  Shareholder,  there is no reason
why any of them should be suspended,  cancelled or revoked. Cherry U.K. does not
carry on or purport to carry on in the United  Kingdom any  investment  business
within the meaning of the Financial Services Act 1986 and has never done so.

     Section 6.26.  Proxy Statement.  None of the information  supplied or to be
supplied by or on behalf of Cherry U.K. or any of its Subsidiaries for inclusion
or incorporation by reference in the Proxy Statement will, at the date mailed to
the  stockholders  of New  World  Access,  and at the  time  of the  meeting  of
stockholders of New World Access to be held in connection with the  Acquisition,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.

                                   ARTICLE 7.
                                    COVENANTS

     Section  7.1.  Conduct of  Business of Cherry  U.K.  and its  Subsidiaries.
During the period from the date of this Agreement to the Effective Time,  except
as expressly contemplated by any other provision of this Agreement,  Shareholder
shall use his best efforts to cause each of Cherry U.K. and its  Subsidiaries to
(a) conduct its  business in the  Ordinary  Course;  (b) use its best efforts to
maintain and preserve intact its business organization, employees, goodwill with
customers and advantageous business relationships and retain the services of its
officers  and key  employees;  and (c) except as required by law or  regulation,
take no action which would adversely affect or delay the ability of any Party to
obtain any Consent from any Regulatory  Authorities or other approvals  required
for the consummation of the transactions  contemplated  hereby or to perform its
covenants and agreements under this Agreement.  By way of amplification  and not
limitation,  except as  expressly  contemplated  by any other  provision of this
Agreement,  Shareholder shall use his best efforts to ensure that neither Cherry
U.K. nor any of its Subsidiaries  shall,  between the date of this Agreement and
the  Effective  Time,  directly  or  indirectly,  do, or agree to do, any of the
following without the prior written consent of World Access, which consent shall
not be unreasonably withheld or delayed:

                            (a) amend  or  otherwise  change  its memorandum and
articles  of  association,   charter  or  bylaws  or  equivalent  organizational
documents or pass any shareholders'  resolutions  (other than as contemplated by
this Agreement);

                            (b) other than the issuance of Cherry U.K.  Options,
issue, sell, pledge, dispose of, grant, transfer,  lease, license,  guarantee or
encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer,
lease,  license or encumbrance of (i) any shares of capital stock of Cherry U.K.
or any of its  Subsidiaries  of any class,  or  securities  convertible  into or
exchangeable  or  exercisable  for any  shares  of such  capital  stock,  or any
options,  warrants  or other  rights of any kind to  acquire  any shares of such
capital  stock,  or any other  ownership  interest  of Cherry U.K. or any of its
Subsidiaries,  or (ii) any  property  or  assets of  Cherry  U.K.  or any of its
Subsidiaries;

                            (c)     (i) incur  any   indebtedness  for  borrowed
money or issue any debt securities or assume, guarantee or endorse, or otherwise
as an  accommodation  become  responsible for, the obligations of any Person for
borrowed  money or make any loans or  advances,  (ii) other than in the Ordinary
Course,  terminate,  cancel or request any  material  change in, or agree to any
material  change  in,  any  contract  or  agreement  listed  in the  Shareholder
Disclosure  Schedule  or enter into any  contract or  agreement  material to its
business,  results of operations or financial condition, (iii) make or authorize
any capital expenditure,  other than capital expenditures in the Ordinary Course
that have been  budgeted  for calendar  year 1998 and  disclosed to World Access
that are not, in the aggregate,  in excess of $2,500,000,  or (iv) enter into or
amend  any  contract,  agreement,  commitment  or  arrangement  that,  if  fully
performed, would not be permitted under this Section 7.1;

                            (d)     declare, set aside, make or pay any dividend
or other  distribution,  payable in cash,  stock,  property or  otherwise,  with
respect to any of its capital stock;

                            (e)     reclassify,   combine,  split,  subdivide or
redeem,  purchase  or  otherwise  acquire, directly  or  indirectly,  any of its
capital stock;

                            (f)     amend   the  terms  of,  repurchase,  redeem
or  otherwise  acquire  any  of  its  securities  or  propose  to  do any of the
foregoing;

                            (g)     pay,   discharge,  settle  or  satisfy   any
claims,  liabilities or obligations (absolute,  accrued, asserted or unasserted,
contingent or otherwise),  other than the payment,  discharge or satisfaction in
the Ordinary Course of Business of liabilities  reflected or reserved against on
the  Cherry  U.K.  Most  Recent  Balance  Sheet  and only to the  extent of such
reserves;

                            (h)    take    any    action    with   respect   to
accounting policies or procedures,  other than actions in the ordinary course of
business  consistent  with past practice or as required by GAAP or U.K. GAAP, as
the case may be;

                            (i)    make any tax election or settle or compromise
any material  federal,  state or local income tax  liability,  or any income tax
liability  of any other  jurisdiction,  other than  those  made in the  Ordinary
Course of Business  consistent  with past practice and those for which  specific
reserves  have been  recorded on the Cherry U.K.  Most Recent  Balance Sheet and
only to the extent of such reserves;

                            (j)    enter  into or amend any contract, agreement,
commitment or arrangement  with, or enter into any transaction with, or make any
payment to or on account or behalf of, any  Affiliate  of Cherry  U.K. or any of
its Subsidiaries; or

                            (k)   authorize or enter into any formal or informal
agreement or otherwise make any commitment to do any of the foregoing or to take
any action which would make any of the  representations  or warranties of Cherry
U.K. contained in this Agreement untrue or incorrect or prevent Cherry U.K. from
performing or cause Cherry U.K. not to perform its covenants hereunder or result
in any  of the  conditions  to  the  Acquisition  set  forth  herein  not  being
satisfied.

     Section  7.2.  Conduct of  Business of World  Access and its  Subsidiaries.
During the period from the date of this Agreement to the Effective Time,  except
for any actions taken by World Access or New World Access  relating to any other
acquisitions  or business  combinations  with a  non-Affiliate  or as  expressly
contemplated by any other provision of this Agreement,  each of World Access and
its Subsidiaries  shall (a) conduct its business in the Ordinary Course, (b) use
its best  efforts to maintain and  preserve  intact its  business  organization,
employees,  goodwill with customers and advantageous business  relationships and
retain  the  services  of its  officers  and key  employees,  and (c)  except as
required by law or regulation,  take no action which would  adversely  affect or
delay the  ability  of any  Party to  obtain  any  Consent  from any  Regulatory
Authorities or other approvals required for the consummation of the transactions
contemplated  hereby or to  perform  its  covenants  and  agreements  under this
Agreement.  By way of amplification  and not limitation,  except for any actions
taken  by  World  Access   relating  to  any  other   acquisitions  or  business
combinations  with a  non-Affiliate  or as expressly  contemplated  by any other
provision of this  Agreement,  neither World Access nor any of its  Subsidiaries
shall,  between the date of this Agreement and the Effective  Time,  directly or
indirectly,  do, or agree to do, any of the following  without the prior written
consent of Cherry U.K.,  which  consent  shall not be  unreasonably  withheld or
delayed:

                            (a)     amend   or  otherwise  change its charter or
bylaws or  equivalent  organizational documents;

                            (b)     declare, set aside, make or pay any dividend
or other  distribution,  payable in cash,  stock,  property or  otherwise,  with
respect to any of its  capital  stock,  except that (i) any  Subsidiary  may pay
dividends or make other  distributions  to World Access or any other  Subsidiary
and (ii) World  Access or New World  Access  may adopt a rights  plan or "poison
pill";

                            (c)     reclassify,   combine,  split,  subdivide or
redeem,  purchase  or  otherwise  acquire,  directly or  indirectly,  any of its
capital stock;

                            (d)     sell,   transfer,   license,  sublicense  or
otherwise   dispose  of  any  material  assets  having  a  value  in  excess  of
$10,000,000; or

                            (e)     authorize  or  enter  into  any   formal  or
informal  agreement or otherwise  make any commitment to do any of the foregoing
or to take any action which would make any of the  representations or warranties
of World Access contained in this Agreement untrue or incorrect or prevent World
Access  from  performing  or cause  World  Access not to perform  its  covenants
hereunder or result in any of the conditions to the Acquisition set forth herein
not being satisfied.

     Section 7.3.  Access to Books and Records.  Each of the Parties  will,  and
each of Cherry U.K. and World Access shall use its best efforts to cause each of
its respective  Subsidiaries to, permit  representatives of the other Parties to
have  reasonable  access at all reasonable  times,  and in a manner so as not to
interfere  with the normal  business  operations,  to all premises,  properties,
personnel,  books, records (including tax records),  contracts, and documents of
or pertaining to each of the Parties and their  Subsidiaries  in accordance with
reasonable  procedures required by the Parties that are designed to minimize the
impact on each Party's business. Each of the Parties will treat and hold as such
any  Confidential  Information  it  receives  from any of the  Parties and their
Subsidiaries in the course of the reviews contemplated by this Section, will not
use  any  of  the  Confidential  Information  except  in  connection  with  this
Agreement,  and, if this  Agreement  is  terminated  for any reason  whatsoever,
agrees to return all tangible embodiments (and all copies thereof), to whichever
of the Parties that  originally  disclosed  such  embodiments,  which are in its
possession.

     Section 7.4.  Preparation of Proxy.  In connection  with the meeting of its
stockholders  to be  held to  approve  the  U.S.  Merger  and  the  transactions
contemplated  hereby,  New World  Access  shall  prepare a proxy  statement  for
submission  to its  stockholders  (the "Proxy  Statement").  Cherry  U.K.  shall
promptly  furnish,  and  Shareholder  shall use his best efforts to cause Cherry
U.K. to promptly  furnish,  to New World Access all  information  concerning its
business and financial  statements and affairs which, in the reasonable judgment
of New World Access or its counsel, may be required or appropriate for inclusion
in the Proxy  Statement and shall take such other action as they may  reasonably
request in connection with the Proxy Statement.

                                   ARTICLE 8.
                              ADDITIONAL AGREEMENTS

     Section 8.1. Best Efforts; Cooperation. Subject to the terms and conditions
herein provided,  each of the Parties agrees to use its best efforts promptly to
take,  or cause to be taken,  all  actions  and to do, or cause to be done,  all
things necessary,  proper or advisable under applicable laws and regulations, or
otherwise,  including attempting to obtain all necessary Consents, to consummate
and make effective,  as soon as practicable,  the  transactions  contemplated by
this Agreement.

     Section 8.2. Regulatory Matters

                  8.2.1. Following the execution and delivery of this Agreement,
World Access,  Shareholder  and Cherry U.K. shall cause to be prepared and filed
all required applications and filings with the Regulatory  Authorities which are
necessary or  contemplated  for the obtaining of the Consents of the  Regulatory
Authorities  and the  consummation  of the  Acquisition,  including any Consents
required to be obtained under the HSR Act. Such  applications  and filings shall
be in such form as may be prescribed by the respective  government  agencies and
shall  contain such  information  as they may require.  The Parties  hereto will
cooperate with each other and use reasonable  efforts to prepare and execute all
necessary documentation,  to effect all necessary or contemplated filings and to
obtain all necessary or contemplated Consents of the Regulatory  Authorities and
third parties which are necessary or contemplated to consummate the transactions
contemplated by this Agreement,  including the stockholders of New World Access.
Each of the Parties shall have the right to review and approve in advance, which
approval shall not be  unreasonably  withheld,  any filing made with, or written
material  submitted  to,  any  Regulatory   Authority  in  connection  with  the
transactions contemplated by this Agreement.

                  8.2.2.  Each Party will  furnish  the other  Parties  with all
information  concerning  itself,  its  Subsidiaries,   directors,  officers  and
stockholders,  as  applicable,  and such other  matters as may be  necessary  or
advisable in connection  with any statement or application  made by or on behalf
of any such Party to any governmental  body in connection with the transactions,
applications  or filings  contemplated  by this  Agreement.  Upon  request,  the
Parties  hereto  will  promptly  furnish  each  other  with  copies  of  written
communications  received  by them or  their  respective  Subsidiaries  from,  or
delivered by any of the  foregoing to, any  governmental  body in respect of the
transactions contemplated hereby.

     Section 8.3. Indemnification Regarding the Proxy Statement

         8.3.1. New World Access and World Access agree to indemnify, defend and
hold harmless  Shareholder and Cherry U.K. and each of their respective  present
and former officers,  directors,  employees, agents and representatives,  as the
case  may be,  from  and  against  all  losses,  expenses,  claims,  damages  or
liabilities  to which  any of them may  become  subject  under  applicable  laws
(including  the Exchange  Act),  and will  reimburse each of them for any legal,
accounting  or  other   expenses   reasonably   incurred  in   connection   with
investigating  or  defending  any such  actions,  whether  or not  resulting  in
liability,  insofar as such losses,  expenses,  claims,  damages or  liabilities
arise out of or are based upon any untrue  statement or alleged untrue statement
of material fact provided by the  indemnifying  Party and contained in the Proxy
Statement or arise out of or are based upon the omission or alleged  omission by
the  indemnifying  Party to state therein a material fact  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

         8.3.2. Shareholder agrees to indemnify,  defend and hold harmless World
Access and New World  Access  and each of their  respective  present  and former
officers, directors, employees, agents and representatives,  as the case may be,
from and against all losses,  expenses,  claims, damages or liabilities to which
any of them may become  subject under  applicable  laws  (including the Exchange
Act),  and  will  reimburse  each of them  for any  legal,  accounting  or other
expenses  reasonably  incurred in connection with investigating or defending any
such actions,  whether or not  resulting in  liability,  insofar as such losses,
expenses,  claims,  damages  or  liabilities  arise out of or are based upon any
untrue  statement  or alleged  untrue  statement  of material  fact  provided by
Shareholder  and  contained in the Proxy  Statement or arise out of or are based
upon the omission or alleged omission by Shareholder to state therein a material
fact necessary to make the  statements  therein,  in light of the  circumstances
under which they were made, not misleading.

         8.3.3. Cherry U.K. agrees to indemnify,  defend and hold harmless World
Access and New World  Access  and each of their  respective  present  and former
officers, directors, employees, agents and representatives,  as the case may be,
from and against all losses,  expenses,  claims, damages or liabilities to which
any of them may become  subject under  applicable  laws  (including the Exchange
Act),  and  will  reimburse  each of them  for any  legal,  accounting  or other
expenses  reasonably  incurred in connection with investigating or defending any
such actions,  whether or not  resulting in  liability,  insofar as such losses,
expenses,  claims,  damages  or  liabilities  arise out of or are based upon any
untrue statement or alleged untrue statement of material fact provided by Cherry
U.K. and contained in the Proxy  Statement or arise out of or are based upon the
omission or alleged  omission by Cherry  U.K. to state  therein a material  fact
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.

     Section 8.4.  Notice of  Development.  Each of the Parties will give prompt
written notice to other Parties of any material adverse  development that causes
or is  likely  to cause a  material  breach  of any of its  representations  and
warranties contained in this Agreement. Such disclosure by any Party pursuant to
this Section shall be deemed to amend or supplement any disclosure  contained in
the Schedules attached hereto to prevent or cure any  misrepresentation,  breach
of warranty, or breach of covenant.

     Section  8.5.  Notices  and  Consents.  Each of the  Parties  will give any
notices  (and will cause each of the Parties  within  their  control to give any
notices) to third parties,  and will use their reasonable efforts to obtain (and
will cause each of the  Parties  within  their  control to use their  reasonable
efforts to obtain) any  third-party  consents that may be required to consummate
the transactions contemplated hereby.

     Section 8.6.  Indemnity.  Subject to the  provisions of laws of England and
Wales, New World Access shall cause Cherry U.K. to keep in effect  provisions of
its memorandum and articles of association  and other  organizational  documents
under the laws of England and Wales  providing for  exculpation  of director and
officer liability and its  indemnification  of each Person who is now an officer
or  director  of  Cherry  U.K.   (individually,   an  "Indemnified   Party"  and
collectively,  the "Indemnified  Parties") to the fullest extent permitted under
the provisions of the laws of England and Wales,  which  provisions shall not be
amended except as required by applicable law or except to make changes permitted
by law that would enlarge the Indemnified Parties' right of indemnification. The
provisions of this Section shall survive the consummation of the Acquisition and
expressly are intended to benefit each of the Indemnified Parties.

     Section 8.7. Exclusive Dealing

                  8.7.1.  Shareholder shall not, nor shall Shareholder authorize
or permit  Cherry U.K. or any officer,  director of employee of, or any attorney
or other advisor or representative  of, Cherry U.K. to, (i) solicit or initiate,
or  encourage  the  submission  of, any  Acquisition  Proposal or (ii) except in
connection  with  fulfilling its duties  described in Section 10.8.5 in the U.S.
Merger Agreement,  participate in any discussions or negotiations  regarding, or
furnish to any Person any information  with respect to, or take any other action
to facilitate any inquiries or the making of any proposal that  constitutes,  or
may reasonably be expected to lead to, any Acquisition Proposal.

                  8.7.2.  Shareholder  shall  cause  the Board of  Directors  of
Cherry U.K. not to (i) approve or recommend, or propose to approve or recommend,
any  Acquisition  Proposal or (ii) enter into any type of agreement or letter of
intent with respect to any Acquisition Proposal.

                  8.7.3.  If, (i) prior to the  termination  of this  Agreement,
Cherry U.K.  enters into or  proposes  to enter into an  agreement  or letter of
intent with respect to any Acquisition Proposal,  Shareholder shall concurrently
with Cherry U.K. entering into such agreement or letter of intent or the receipt
of such  approval  pay, or cause to be paid,  in same day funds to World Access,
all of the costs and expenses  incurred by World Access in connection  with this
Agreement,  including fees and expenses of its financial  advisors,  accountants
and counsel (the  "Expenses"),  or (ii) an Acquisition  Proposal shall have been
made  prior to the  termination  of this  Agreement  and within one year of such
termination  Cherry  U.K.  enters  into an  agreement  or letter of intent  with
respect to, or approves or  recommends  or takes any action to  facilitate  such
Acquisition  Proposal,  Shareholder  shall pay, or cause to be paid, in same day
funds upon demand,  the Expenses,  provided  that, so long as Cherry U.K. is not
then in breach of any of its  obligations  herein,  no  payment  shall be due to
World Access under subpart (ii) above if, (A) at the time of the  termination of
this  Agreement,  Shareholder  shall  desire in good faith to  proceed  with the
transactions contemplated hereby, and World Access shall elect not to do so, (B)
any  Regulatory   Authority  prohibits  the  consummation  of  the  transactions
contemplated  hereby  or  refuses  to  give  any  required  Consent,  or (C) the
conditions to Closing set forth in Article 10 hereof are not satisfied, provided
that Shareholder has used all reasonable efforts to satisfy such conditions,  or
the conditions to Closing set forth in Article 13 hereof are not satisfied.  The
Parties  acknowledge  that  damages in the event of a breach of this Section 8.7
will be  difficult  to  ascertain  and that the Expenses are intended to be full
liquidated damages and such damages represent the Parties' best estimate of such
damages. The parties expressly acknowledge that the foregoing liquidated damages
are intended not as a penalty but as full  liquidated  damages in the event of a
breach of this Section 8.7, and World Access  acknowledges  the Expenses are its
sole and exclusive remedy for a breach of this Section 8.7.

                  8.7.4.  In addition to the  obligations  set forth in Sections
8.7.1, 8.7.2 and 8.7.3 above,  Shareholder shall immediately advise World Access
orally and in writing  of any  request  for  information  or of any  Acquisition
Proposal,  or any inquiry with respect to or which could lead to any Acquisition
Proposal,  the  material  terms  and  conditions  of such  request,  Acquisition
Proposal  or inquiry,  and the  identity  of the Person  making any  Acquisition
Proposal or inquiry.  Shareholder  shall keep World Access fully informed of the
status and details  (including  amendments or proposed  amendments)  of any such
request, Acquisition Proposal or inquiry.

     Section 8.8. Investment  Representations.  Shareholder and each Cherry U.K.
Optionholder  covenants and agrees that he is (i) acquiring the New World Access
Stock or the New  World  Access  Option  (as the case  may be) to be  issued  in
connection herewith for his own account and not with a view to, or for resale in
connection  with, any  distribution  thereof;  (ii) understands and acknowledges
that such New World Access Stock or the New World Access Option (as the case may
be) has not been  registered  under the Securities  Act or any state  securities
laws by reason of certain  exemptions from the registration  provisions  thereof
which depend upon,  among other things,  the bona fide nature of his  investment
intent  as  expressed  herein;  (iii)  is able to bear the  economic  risk of an
investment in such New World Access Stock or the New World Access Option (as the
case may be) and has such  knowledge  and  experience  in financial and business
matters that he is capable of evaluating  the risks and merits of such New World
Access Stock or the New World Access  Option (as the case may be); (iv) has been
provided  with all  information  or been given  access to all  information  with
respect to New World Access which he believes might affect its decision  whether
to  effect  the  transactions  contemplated  hereby;  and  (v)  understands  and
acknowledges that such New World Access Stock or New World Access Options issued
pursuant to this Agreement (as the case may be) will be "restricted  securities"
(as that term is  defined  in Rule 144 under  the  Securities  Act) and that the
certificate  representing  such New World  Access  Stock or the New World Access
Option (as the case may be) will bear a legend  restricting  transfer unless (A)
the transfer is exempt from the registration  requirements  under the Securities
Act and any applicable state securities law and an opinion of counsel reasonably
satisfactory  to New World  Access  that such  transfer is exempt  therefrom  is
delivered  to New  World  Access  or (B) the  transfer  is made  pursuant  to an
effective  registration  statement  under the  Securities Act and any applicable
state   securities  law.  In  determining  to  proceed  with  the   transactions
contemplated  hereby,  Shareholder and each Cherry U.K.  Optionholder has relied
solely on the results of his own independent investigation with respect to World
Access and New World  Access and the shares of New World Access Stock or the New
World  Access  Option  (as the  case  may  be),  upon  the  representations  and
statements  of World  Access and New World  Access set forth herein and upon the
World  Access  SEC  Reports.  Shareholder  and  each  Cherry  U.K.  Optionholder
acknowledges that the  representations  and statements to it by World Access and
New World  Access set forth  herein and by World  Access in the World Access SEC
Reports constitute the sole and exclusive representations, warranties, covenants
and  statements  of World  Access and New World  Access or any of its  officers,
directors,  shareholders or other affiliates in connection with the transactions
contemplated   hereby,  and  Shareholder  and  each  Cherry  U.K.   Optionholder
understands, acknowledges and agrees that all other representations, warranties,
covenants and statements of any kind or nature, whether oral or contained in any
writing other than this Agreement and each of the other  documents  contemplated
hereby, are specifically disclaimed by World Access and New World Access.

                                   ARTICLE 9.
                 EFFECTIVE TIME; CLOSING; DELIVERIES AT CLOSING

     Section 9.1. Effective Time; Closing Section. The transactions contemplated
by this  Agreement  shall be effective  for all purposes  upon the execution and
delivery of this  Agreement  by all of the Parties and the  satisfaction  by all
Parties  of the terms and  conditions  of  Articles  9  through  12 hereof  (the
"Effective Time").  Unless otherwise agreed upon in writing by the Parties,  the
closing of the transactions contemplated by this Agreement (the "Closing") shall
take place at the  offices of Rogers & Hardin,  2700  International  Tower,  229
Peachtree Street,  Atlanta,  Georgia 30303, commencing at 10:00 a.m. local time,
as soon as practicable  following the  satisfaction  or waiver of the conditions
set forth in  Articles  10  through 12  hereof,  but in no event  later than two
business  days  thereafter  (the date of such  being  referred  to herein as the
"Closing Date"), unless otherwise mutually agreed to by the Parties.

     Section 9.2. Deliveries by Shareholder.  At the Closing,  Shareholder shall
deliver,  or cause  Cherry  U.K.  to  deliver,  as the case may be, to New World
Access each of the following:

                  (a) duly executed share  transfers in respect of the Shares in
favor of New World Access, or as it may direct, together with the relative share
certificates  and any power of  attorney  or other  authority  under  which such
transfers have been executed;

                  (b) written  resignations and releases executed as Deeds under
hand or under seal,  in the agreed form,  from the  Secretary of Cherry U.K. and
the  Directors  (except  from  those  persons   expressly   exempted  from  this
requirement by New World Access on or before the Closing Date),  resigning their
offices and  releasing  Cherry  U.K.  and the  Subsidiaries  from all claims and
rights  of  action  whatsoever,  whether  in  respect  of  breach  of  contract,
compensation for loss of office,  unfair dismissal,  redundancy or in respect of
any loan or other indebtedness, or on any other account whatsoever;

                  (c) the Common Seal,  Certificate of Incorporation and all the
statutory books of Cherry U.K. and the  Subsidiaries  properly written up to the
day prior to the Closing  Date,  namely the  Register  of  Members,  Register of
Mortgages,  Register  of  Directors  and  Secretaries,  Register  of  Directors'
Interests,  the Books of Account and the Minute Books of Meetings of Cherry U.K.
and the Subsidiaries and of their Boards of Directors;

                  (d) share  certificates in respect of all the issued shares in
the capital of the  Subsidiaries  and duly  executed  transfers  of any share or
shares in the  Subsidiaries  not registered in the name of Cherry U.K. or any of
the Subsidiaries in favor of such Persons as New World Access shall direct;

                  (e) irrevocable  powers of attorney (in such form as New World
Access may require) executed by Shareholder in favor of New World Access, or its
nominees,  enabling New World Access, or its nominees,  pending  registration of
the transfers of the Shares,  to exercise all voting and other rights  attaching
to the Shares and to appoint proxies for such purpose;

                  (f)       The Escrow Agreement;

                  (g)       The Option Escrow Agreement; and

                  (h) Such other  separate  instruments  or  documents  that New
World Access may reasonably deem necessary or appropriate in order to consummate
the  transactions  contemplated by this Agreement,  including all regulatory and
contractual consents of third parties.

     Section 9.3.  Deliveries  by New World  Access.  At the Closing,  New World
Access shall deliver to Shareholder each of the following:

                  (a)  Resolutions of the Board of Directors of New World Access
authorizing  the  execution  and delivery of this  Agreement  and the  Ancillary
Documents by New World Access and the performance of its  obligations  hereunder
and thereunder, certified by the Secretary of New World Access;

                  (b) A certificate  of the Secretary of State of Delaware dated
as of a recent date as to the good standing of New World Access in such state;

                  (c)  A   certificate   of  the  Secretary  of  State  of  each
jurisdiction  of   incorporation  or  organization  of  each  New  World  Access
Subsidiary dated as of a recent date as to the due organization and existence of
such Subsidiary in each such jurisdiction;

                  (d) The certificates  representing the Share  Consideration in
accordance with Section 2.2 hereof and the option  agreements  representing  the
New World Access Options;

                  (e)       The Escrow Agreement;

                  (f)       The Option Escrow Agreement; and

                  (g)  Such  other   separate   instruments  or  documents  that
Shareholder  may reasonably deem necessary or appropriate in order to consummate
the  transactions  contemplated by this Agreement,  including all regulatory and
contractual consents of third parties.

                                   ARTICLE 10.
                          MUTUAL CONDITIONS TO CLOSING

         The obligations of the Parties to consummate the transactions  provided
for herein shall be subject to the  satisfaction  of the  following  conditions,
unless waived as hereinafter provided for:

     Section 10.1.  Board Meeting of Cherry U.K. and  Subsidiaries.  Shareholder
shall cause to be duly held a meeting of Cherry U.K. and,  where  necessary,  of
its Subsidiaries and of the Board of Cherry U.K. and of its Subsidiaries validly
to effect or execute or validly to resolve to effect or execute:

         (a) the  approval  of the said  transfers  of the  Shares  to New World
Access,  its  nominees,  the issue to New World  Access,  its  nominees of share
certificates in respect of those shares and the registration of New World Access
or its  nominees as holders of those  shares  (subject  only to those  transfers
being represented duly stamped);

         (b) the  appointment  as Directors and Secretary of Cherry U.K. and the
Subsidiaries  of such persons as New World Access may nominate,  subject to such
persons  consenting to such  appointment  and not being  disqualified  in law or
under the Articles of Association of Cherry U.K. or the relevant Subsidiary from
holding such offices;

         (c) the  revocation  of all existing bank mandates and the issue of new
mandates in relation to Cherry U.K. and the  Subsidiaries  to such bank or banks
and in such form as New World Access may direct;

         (d) the sealing of the certificates representing the Shares in favor of
New World Access;

         (e) any other business which may be necessary or desirable to give full
and valid effect to the sale and purchase  provided for in this  Agreement or as
New World Access may reasonably require; and

         (f) the  Shareholder  shall  supply  duly  signed  minutes  of all such
meetings to New World Access at the Closing.

     Section  10.2.  Regulatory   Approvals.   All  necessary  Consents  of  the
Regulatory Authorities (including the FCC and the PUCs) shall have been obtained
and all notice and waiting periods required by law (including any waiting period
applicable to the  Acquisition  under the HSR Act) to pass after receipt of such
Consents shall have been terminated or shall have expired, and all conditions to
consummation  of the  Acquisition  set forth in such  Consents  shall  have been
satisfied.   New  World  Access  shall  have   received  all  permits  or  other
authorizations  or  confirmations  as to the  availability  of  exemptions  from
registration  requirements under all federal,  state and foreign securities laws
as may be necessary  to issue shares of New World Access Stock  pursuant to this
Agreement.

     Section 10.3. Litigation.  There shall be no actual or threatened causes of
action,  investigations  or proceedings (a) challenging the validity or legality
of this Agreement or the consummation of the  transactions  contemplated by this
Agreement; (b) seeking damages in connection with the transactions  contemplated
by this  Agreement;  or (c) seeking to restrain or invalidate  the  transactions
contemplated  by this  Agreement,  which, in the case of (a) through (c), and in
the reasonable  judgment of New World Access and Shareholder,  based upon advice
of counsel,  would have a material  adverse effect with respect to the interests
of New World Access and Shareholder, as the case may be.

     Section 10.4.  Proxy  Statement.  The Proxy  Statement  with respect to the
transaction  contemplated  hereby and the U.S. Merger shall have been filed with
the SEC and any other  Regulatory  Authorities  for review and comment and shall
have been authorized for mailing,  either by notice from the SEC or the lapse of
time for review and comment by the SEC or such Regulatory Authority.

     Section 10.5. Consummation of Holding Company  Reorganization.  The Holding
Company Reorganization shall have been consummated.

     Section  10.6.  Resignations.  New World  Access  shall have  received  the
resignations,  effective  as of the  Closing,  of each  director  and officer of
Cherry U.K., other than those whom shall have been agreed upon by the Parties as
specified in writing at least 30 days prior to the Closing.

     Section  10.7. Escrow  Agreement. The Escrow Agent shall have  executed and
delivered the Escrow Agreement.

     Section 10.8. Option Escrow  Agreement.  The Option Escrow Agent shall have
executed and delivered the Option Escrow Agreement.

     Section 10.9. Material  Condition.  There shall not be any action taken, or
any statute,  rule,  regulation or order  enacted,  entered,  enforced or deemed
applicable to the Acquisition by any Regulatory  Authority  which, in connection
with the grant of any  Consent  by any  Regulatory  Authority,  imposes,  in the
judgment of the Parties any material adverse  requirement  upon the Parties,  or
any one of  them,  provided  that  no such  term  or  condition  imposed  by any
Regulatory  Authority  in  connection  with  the  grant  of any  Consent  by any
Regulatory Authority shall be deemed to be a material adverse requirement unless
it materially differs from terms and conditions  customarily imposed by any such
entity  in  connection  with  the  acquisition  of  corporations  under  similar
circumstances.

     Section  10.10.  Consents.  All  Consents  of  third  parties  required  in
connection with the transactions  contemplated  hereby shall have been obtained,
except where the failure to obtain such Consents,  in the  aggregate,  would not
reasonably be expected to result in a World Access Material  Adverse Effect or a
Cherry U.K.  Material  Adverse Effect,  provided that a Party which has not used
all  reasonable  efforts to obtain a Consent may not assert this  condition with
respect to such Consent.

     Section 10.11.  NASDAQ Listing.  The shares of New World Access Stock to be
issued  hereunder  shall have been approved upon official notice of issuance for
quotation on NASDAQ or listing on a national  securities exchange agreed upon by
the Parties in writing prior to the Closing.

     Section 10.12.  U.S.  Merger  Transaction.  The U.S. Merger shall have been
consummated.

                                   ARTICLE 11.
                CONDITIONS TO THE OBLIGATIONS OF NEW WORLD ACCESS

         The  obligations of New World Access to consummate the  Acquisition are
subject to the fulfillment of each of the following conditions, unless waived by
World Access or New World Access:

     Section 11.1.  Representations  and  Warranties.  The  representations  and
warranties of Cherry U.K. set forth in this Agreement and in any  certificate or
document  delivered  pursuant  hereto  shall be true and correct in all material
respects  as of the  date  of  this  Agreement  and as of  all  times  up to and
including  the Effective  Time (as though made on and as of the  Effective  Time
except to the extent such  representations  and  warranties are by their express
provisions  made  as  of  a  specified  date  and  except  for  changes  therein
contemplated by this Agreement).

     Section 11.2. Performance of Obligations. Shareholder and Cherry U.K. shall
have  performed  all  covenants,  obligations  and  agreements  required  to  be
performed by them under this Agreement prior to the Effective Time.

     Section  11.3.   Certificate   Representing   Satisfaction  of  Conditions.
Shareholder  and  Cherry  U.K.  shall  have  delivered  to New  World  Access  a
certificate  dated as of the Closing Date as to the  satisfaction of the matters
described in Sections 11.1 and 11.2 hereof, and such certificate shall be deemed
to constitute additional representations,  warranties, covenants, and agreements
of Shareholder and Cherry U.K. under this Agreement.

     Section 11.4. Tax Opinion. New World Access shall have received an opinion,
dated  the  Closing  Date,  from  Rogers  & Hardin  LLP,  based  upon  customary
representations  and  warranties,  to the  effect  that no gain or loss  will be
recognized  by New World  Access as a result  of the  transactions  contemplated
hereby.

     Section 11.5.  Material  Adverse Change.  Since the date of this Agreement,
there shall not have been any Cherry U.K. Material Adverse Effect.

                                   ARTICLE 12.
                    CONDITIONS TO OBLIGATIONS OF SHAREHOLDER

         The  obligations  of  Shareholder  to consummate  the  Acquisition  are
subject  to the  fulfillment  of each of the  following  conditions,  unless  by
Shareholder:

     Section 12.1.  Representations  and  Warranties.  The  representations  and
warranties  of  the  other  Parties  set  forth  in  this  Agreement  and in any
certificate or document  delivered  pursuant hereto shall be true and correct in
all material respects as of the date of this Agreement and as of all times up to
and including the Effective Time (as though made on and as of the Effective Time
except to the extent such  representations  and  warranties are by their express
provisions  made  as  of  a  specified  date  and  except  for  changes  therein
contemplated by this Agreement).

     Section 12.2. Performance of Obligations. New World Access and World Access
shall have performed all covenants,  obligations  and agreements  required to be
performed by them under this Agreement prior to the Effective Time.

     Section 12.3.  Certificate  Representing  Satisfaction  of Conditions.  New
World  Access  and World  Access  shall each have  delivered  to  Shareholder  a
certificate  dated as of the Closing Date as to the  satisfaction of the matters
described  in Sections  12.1 and 12.2  hereof,  and such  certificates  shall be
deemed to constitute  additional  representations,  warranties,  covenants,  and
agreements of New World Access and World Access under this Agreement.

     Section  12.4.  Tax opinion.  Shareholder  shall have  received an opinion,
dated the  Closing  Date,  from  Long,  Aldridge  & Norman,  based on  customary
representations  and  warranties,  to the  effect  that no gain or loss  will be
recognized by Shareholder as a result of the transactions contemplated hereby.

     Section 12.5.  Material  Adverse Change.  Since the date of this Agreement,
there shall not have been any World Access Material Adverse Effect.

                                   ARTICLE 13.
                                   TERMINATION

     Section 13.1. Termination of Agreement. This Agreement may be terminated at
any time prior to the Closing:

                  (a) by mutual written consent duly authorized by the Boards of
Directors of New World Access,  World Access and Cherry U.K. and  Shareholder at
any time prior to the Effective Time; or

                  (b) by World  Access or New World  Access at any time prior to
the Effective Time, if (i) there has been a material breach of a representation,
warranty,  covenant or agreement of Shareholder and Cherry U.K., and such breach
has not been cured or is  incapable  of being cured  within 15 days of notice of
such breach; or (ii) either World Access or New World Access determines in their
respective sole good faith judgment,  within thirty (30) days of the delivery of
the Shareholder  Disclosure Schedule,  that the exceptions set forth therein are
materially  adversely  different  from the  representations  and  warranties  of
Shareholder  and Cherry U.K. in Article 6 hereof,  provided that World Access or
New World  Access  shall  inform  Cherry U.K.  upon such  termination  as to the
reasons for its determination; or

                  (c) by  Shareholder  and Cherry  U.K. at any time prior to the
Effective  Time,  if (i) there has been a material  breach of a  representation,
warranty,  covenant,  or agreement of World Access or New World Access, and such
breach  has not been  cured or is  incapable  of being  cured  within 15 days of
notice of such breach; or (ii) Shareholder and Cherry U.K.  determine,  in their
respective sole good faith judgment,  within thirty (30) days of the delivery of
the World Access Disclosure Schedule,  that the exceptions set forth therein are
materially  adversely  different from the  representations and warranties of New
World Access and World Access in Article 5 hereof, provided that Shareholder and
Cherry U.K. shall inform New World Access and World Access upon such termination
as to the reasons for its determination; or

                  (d) by New World Access,  World Access or  Shareholder  if the
Closing has not occurred by November 1, 1998,  unless extended by mutual written
consent of New World Access,  World Access and  Shareholder,  duly authorized by
the board of director of New World Access  (provided that the right to terminate
this  Agreement  under this  Section  shall not be  available to any Party whose
failure to perform any  material  covenant or  obligation  or whose  breach of a
representation  or  warranty  under  this  Agreement  has been  the  cause of or
resulted in the failure of the Closing to occur on or before such date); or

                  (e) by New World Access,  World Access or  Shareholder  if the
U.S. Merger is terminated for any reason in accordance with its terms.

     Section 13.2. Effect of Termination and Breach. In the event of termination
of this Agreement as provided in Section 13.1,  this Agreement and the Ancillary
Documents shall forthwith become void and have no effect,  without any liability
or obligation  on the part of any Party,  other than any liability or obligation
arising under the provisions of this Section 13.2 and Sections  8.7.3,  14.3 and
14.13;  provided,  however,  that in no event shall such termination relieve any
Party of  liability  for any  breach by such Party of any of its  covenants  and
agreements  set  forth  herein  and  in the  Ancillary  Documents,  and  further
provided,  that no Party shall have any liability  hereunder for any breach of a
representation  or warranty of such Party  except to the extent that such breach
shall have been the result of common law fraud, intentional omission, deliberate
concealment or gross negligence.

     Section  13.3.  Confidentiality  Upon  Termination.  In  the  event  of any
termination of this Agreement for any reason, including any breach by any of the
Parties,  each Party shall treat as confidential and shall not disclose,  or use
directly or indirectly for their benefit or any third party's  benefit or to the
detriment of any other Party in any manner  whatsoever,  or permit  others under
their control to disclose,  or to use, Confidential  Information  concerning the
other Parties obtained  pursuant to or in connection with the Acquisition  which
is not generally known to the trade or a matter of public knowledge.

     Section 13.4.  Specific  Performance.  The Parties  hereto agree that money
damages or other remedy at law would not be a sufficient or adequate  remedy for
any breach or violation of, or a default under, this Agreement and the Ancillary
Documents by them and that in addition to all other remedies  available to them,
each of them shall be  entitled  to the fullest  extent  permitted  by law to an
injunction  restraining such breach,  violation or default or threatened breach,
violation  or default  and to any other  equitable  relief,  including  specific
performance, without bond or other security being required.

                                   ARTICLE 14.
                               GENERAL PROVISIONS

     Section 14.1.  Nonsurvival of Representations  and Warranties.  None of the
representations  and  warranties in this  Agreement  shall survive the Effective
Time.  This  Section  shall not limit any  covenant or  agreement of the Parties
which by its terms contemplates performance after the Effective Time.

     Section 14.2. Press Releases and Public Announcements. No Party shall issue
any press release or make any public announcement relating to the subject matter
of this  Agreement  without  the  prior  written  approval  of all of the  other
Parties;  provided,  however,  that any Party may make any public  disclosure it
believes  in good  faith  is  required  by  applicable  law (in  which  case the
disclosing  Party will use its best  efforts to advise the other  Parties at the
earliest possible time prior to making such disclosure).

     Section 14.3. No Third-Party Beneficiaries. This Agreement shall not confer
any  rights  or  remedies  upon any  Person  other  than the  Parties  and their
respective  successors  and  permitted  assigns;  provided,  however,  that  the
provisions  in  Articles  2,  3,  and  4  hereof   concerning   payment  of  the
Consideration  contemplated by this Agreement and certain additional  agreements
are  intended  for  the  benefit  of  the  stockholders  of  New  World  Access,
Shareholder and the Cherry U.K. Optionholders.

     Section 14.4.  Entire  Agreement.  This Agreement  (including the Ancillary
Documents) constitutes the entire agreement among the Parties and supersedes any
prior  understandings,  agreements,  or representations by or among the Parties,
written or oral,  to the extent they  related in any way to the  subject  matter
hereof.

     Section 14.5.  Succession and Assignment.  This Agreement and the Ancillary
Documents  shall be binding  upon and inure to the benefit of the Parties  named
herein and their  respective  successors  and  permitted  assigns.  No Party may
assign either this  Agreement or the  Ancillary  Documents or any of its rights,
interests,  or  obligations  hereunder or  thereunder  without the prior written
approval of all of the other Parties.

     Section 14.6.  Counterparts.  This Agreement may be executed in one or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     Section 14.7.  Notices.  Notices to be given to  Shareholder or Cherry U.K.
hereunder  shall be in writing and delivered  personally to  Shareholder  or the
designated officer of Cherry U.K., transmitted by facsimile, or deposited in the
United States mail, certified and return receipt requested, postage prepaid, and
addressed  as  follows  (or  to  such  other  address  as may  be  specified  by
Shareholder or Cherry U.K. in writing):

                  Cherry Communications U.K. Limited
                  c/o Resurgens Communications Group
                  2210 Resurgens Plaza
                  945 East Paces Ferry Road
                  Atlanta, Georgia 30326
                  Attention:  Chief Executive Officer
                  Telephone:  (404) 261-6190
                  Facsimile:  (404) 233-2280

         with  a  copy  to  (which  will not constitute notice to Shareholder or
Cherry U.K.):

                  Long, Aldridge & Norman
                  Suite 5300
                  One Peachtree Center
                  303 Peachtree Street
                  Atlanta, Georgia  30308-3201
                  Attention:  Clay C. Long, Esq.
                  Telephone:  (404) 527-4050
                  Facsimile:  (404) 527-4198

         Notices to be given to New World Access or World Access hereunder shall
be in writing and delivered  personally to the  designated  officer of New World
Access,  transmitted  by  facsimile,  or  deposited  in the United  States mail,
certified  and return  receipt  requested,  postage  prepaid,  and  addressed as
follows (or to such other  address as may be  specified  by New World  Access or
World Access in writing):

                  WAXS Inc.
                  c/o World Access, Inc.
                  945 E. Paces Ferry Road, Suite 2240
                  Atlanta, Georgia  30326
                  Attention: Chief Executive Officer
                  Telephone:  (404) 231-2025
                  Facsimile:  (404) 365-9847

         with a copy to (which will not constitute notice to New World Access or
World Access):

                  Rogers & Hardin LLP
                  2700 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia  30303
                  Attention: Steven E. Fox, Esq.
                  Telephone: (404) 420-4603
                  Facsimile: (404) 525-2224

         Notices delivered personally shall be effective upon delivery.  Notices
transmitted by facsimile  shall be effective when receipt is confirmed.  Notices
delivered by mail shall be  effective  upon the  acceptance  or rejection by the
Person to whom they are addressed.

     Section  14.8.  Governing  Law.  This  Agreement  shall be  governed by and
construed in accordance  with the domestic laws of the State of Georgia  without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Georgia or any other  jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Georgia.

     Section 14.9.  Amendments  and Waivers.  The Parties may mutually amend any
provision  of this  Agreement at any time prior to the  Effective  Time with the
prior authorization of their respective boards of directors. No amendment of any
provision of this  Agreement  shall be valid unless the same shall be in writing
and  signed  by all of the  Parties.  No  waiver  by any  Party of any  default,
misrepresentation,   or  breach  of  warranty  or  covenant  hereunder,  whether
intentional  or not,  shall be  deemed  to  extend  to any  prior or  subsequent
default,  misrepresentation,  or breach of  warranty or  covenant  hereunder  or
affect in any way any rights  arising by virtue of any prior or subsequent  such
occurrence.  Notwithstanding  the foregoing,  a Cherry U.K.  Optionholder  shall
become a Party hereto without the consent of any other Party hereto by executing
and delivering to New World Access a counterpart of the signature page hereto.

     Section 14.10.  Severability.  Any term or provision of this Agreement that
is invalid or  unenforceable  in any  situation  in any  jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term or provision in
any other situation or in any other jurisdiction.

     Section 14.11.  Construction.  The Parties have participated jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted  jointly by the  Parties,  and no  presumption  or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of any
of the provisions of this Agreement.  Any reference to any federal, state, local
or  foreign  statute  or law  shall be  deemed  also to refer to all  rules  and
regulations  promulgated  thereunder,  unless the  context  otherwise  requires.
"Herein",  "hereby",  "hereunder",  "hereof",  "hereinbefore,  "hereinafter" and
other  equivalent words refer to this Agreement as a whole and not solely to the
particular  Article or Section in which such word is used.  When a reference  is
made in this  Agreement to a Section or Exhibit,  such  reference  shall be to a
Section of, or an Exhibit to, this Agreement  unless  otherwise  indicated.  The
table of contents and headings  contained in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.  Whenever any of the words "include",  "includes" or "including"
is used in this  Agreement,  it shall be  deemed  to be  followed  by the  words
"without limitation".

     Section 14.12.  Incorporation  of Exhibits and Schedules.  The Exhibits and
Schedules  identified in this Agreement are incorporated herein by reference and
made a part hereof.

     Section 14.13.  Transaction Costs. Each of the Parties shall be responsible
for its own expenses in connection  with the  negotiation  of this Agreement and
the  consummation  of the  transactions  contemplated  hereby,  including  those
expenses  incurred in connection with the Proxy  Statement,  attorneys' fees and
disbursements, accounting fees and disbursements and investment banking fees and
disbursements.
IN  WITNESS  WHEREOF,  each of the  Parties  hereto has caused its duly
authorized  officer to execute and deliver  this  Agreement as of the date first
above written.

                                      WORLD ACCESS, INC.

                                      By:  /s/ Steven A. Odom
                                           -------------------------------------
                                      Name: Steven A. Odom
                                      Its:  Chairman and CEO

                                      WAXS, INC.

                                      By:  /s/ Steven A. Odom
                                           -------------------------------------
                                      Name: Steven A. Odom
                                      Its:  Chairman and CEO

                                      Executed as a Deed

                                      By:  /s/ John D. Phillips (Director)
                                           -------------------------------------
                                      Name: John D. Phillips

                                      By:  /s/ W. Tod Chmar (Director/Secretary)
                                           -------------------------------------
                                      Name: W. Tod Chmar

                                      For and on behalf of

                                      CHERRY COMMUNICATIONS U.K. LIMITED

                                      RENAISSANCE PARTNERS II

                                      By:  /s/ John D. Phillips
                                           -------------------------------------
                                      Name: John D. Phillips
                                      Its:  Partner

                                      By:  /s/ W. Tod Chmar
                                           -------------------------------------
                                      Name: W. Tod Chmar
                                      Its:  Partner

                                      CHERRY U.K. OPTIONHOLDERS:

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

                                           -------------------------------------
Exhibit 99.3

News Release

                                   SUMMARY:  WORLD ACCESS, INC. SIGNS DEFINITIVE
                                             AGREEMENTS TO ACQUIRE RESURGENS
                                             COMMUNICATIONS GROUP

                                   CONTACT:  Steven A. Odom  Chairman & CEO
                                             Hensley E. West President  & COO
                                             Mark A. Gergel  Exec. VP  & CFO
                                             (404) 231-2025

FOR IMMEDIATE RELEASE

ATLANTA,  GEORGIA - May 12, 1998 - WORLD ACCESS, INC. (NASDAQ:  WAXS), announced
today that it has signed definitive  agreements to acquire Cherry Communications
Incorporated,   d/b/a  Resurgens   Communications   Group  ("RCG"),  and  Cherry
Communications U.K. Limited ("Cherry U.K.", and together with RCG, "Resurgens").
The agreement to acquire RCG is subject to the approval of the Bankruptcy Court.

Pursuant  to  the  terms  of the  agreements,  the  creditors  of  RCG  and  the
shareholders  of Cherry U.K. will receive  approximately  3.7 million  shares of
World Access common stock in the aggregate,  currently  valued at  approximately
$140 million. In addition,  the RCG creditors and Cherry U.K.  shareholders have
the right to receive  additional  consideration  of up to 7.5 million  shares of
World Access common stock over the next two and one-half years,  contingent upon
the achievement of certain EBITDA levels by Resurgens during this timeframe. The
transaction is subject to, among other things,  Resurgens exceeding  pre-defined
levels of monthly  revenues  and gross  margin,  the  receipt  of the  requisite
corporate  and  regulatory   approvals,   the  confirmation  of  RCG's  Plan  of
Reorganization and the approval of World Access shareholders.

RCG, currently operating under the protection of Chapter 11 of the United States
Bankruptcy Code, and Cherry U.K. are facilities-based providers of international
network access,  commonly referred to in the industry as carriers'  carrier.  In
October  1997,  John D.  ("Jack")  Phillips  entered into a series of agreements
whereby,  among other  things,  he became the new Chairman  and Chief  Executive
Officer of Resurgens.  RCG filed for bankruptcy  protection shortly  thereafter.
WorldCom,  Inc.  ("WorldCom"),  a major  customer and vendor of  Resurgens,  has
subsequently  provided  Resurgens  approximately $26 million of direct financial
support  through  a debtor  in  possession  facility  and  additional  financial
support,  primarily  through  trade  credits.  Upon  completion of the Resurgens
acquisition,  WorldCom is expected to own approximately 15% of World Access on a
fully diluted basis.

Steven A. Odom, Chairman and Chief Executive Officer of World Access, said, "The
acquisition  of  Resurgens  is  expected  to  close  in the  third  quarter  and
positively  impact World Access  earnings and cash flow  beginning in the fourth
quarter of 1998.  The  acquisition  uniquely  positions the Company to offer its
customers a complete telecommunications network solution,  including proprietary
equipment,  planning and engineering  services and access to international  long
distance.  The  international  network access offered by Resurgens is a critical
element of new and expanded  networks  currently being planned or implemented by
many World Access customers."

"We believe the ability to offer both  equipment and network access will provide
World  Access  with  a  comprehensive  and  cost-competitive  product  offering,
especially for international  competitive local exchange providers ("CLECs") and
other providers of phone service in emerging growth markets.  We have identified
numerous  synergistic  opportunities  for  World  Access  as a direct  result of
Resurgens, including equipment sales to Resurgens customers, joint ventures with
international  PTTs and  CLECs,  carrier  service  revenues  from  World  Access
equipment  customers and  significant  cost savings for the internal  network of
Resurgens."

"We are excited  that Jack  Phillips  has agreed to serve as the Chairman of the
combined company upon consummation of the transaction. He is one of the pioneers
of the  U.S  alternative  long  distance  business,  having  built  up  Advanced
Telecommunications   Corporation,  which  merged  with  WorldCom  in  1992,  and
Resurgens   Communications   Group,   Inc.,   which   merged   with   Metromedia
Communications  Corporation and WorldCom in 1993. We are also extremely  pleased
that WorldCom, a recognized leader in today's telecommunications  industry, will
become the largest shareholder of the combined company."

Mr. Phillips,  Chairman and Chief Executive Officer of Resurgens, said "Over the
past six months, we have recruited proven industry  professionals into Resurgens
and totally  rebuilt the Resurgens  operating  network.  New,  reliable  billing
systems have been tested and implemented,  a 24 hour - 7 day Network  Operations
Center is now  operational,  and  competitive,  dedicated  bandwidth and transit
agreements are in place. We currently  expect Resurgens to generate greater than
$25 million in monthly revenues by July."

 "Steve Odom and his  management  team have done a tremendous  job over the past
three  years of building  World  Access into a highly  respected,  fast  growing
telecommunications  equipment company. Steve will continue to serve as the Chief
Executive Officer of the combined company and I look forward to working with him
as we continue to work towards achieving  significant  long-term value for World
Access stockholders."

World Access,  Inc.  develops,  manufactures  and markets  wireline and wireless
switching,  transport  and access  products  for the  global  telecommunications
markets.  The Company's products allow  telecommunications  service providers to
build and upgrade  their central  office and outside plant  networks in order to
provide a wide array of voice,  data and video  services to their  business  and
residential customers. The Company offers digital switches,  billing and network
telemanagement  systems,  cellular  base  stations,  fixed  wireless  local loop
systems,  intelligent  multiplexers,  microwave and millimeterwave radio systems
and other  telecommunications  network  products.  To support and complement its
product  sales,  the Company also provides its  customers  with a broad range of
design,  engineering,  manufacturing,  testing,  installation,  repair and other
value-added services.

Except for any historical information contained herein, the matters discussed in
this press release  contain  forward-looking  statements  that involve risks and
uncertainties  which are described in the  Company's SEC reports,  including the
Company's  Annual Report on Form 10-K, as amended,  for the year ended  December
31, 1997, and the Company's Registration Statement on Form S-3 (No. 333-43497).

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