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): January 29, 1998
                               World Access, Inc.
             (Exact name of registrant as specified in its charter)



Delaware                                                     
(State                        0-19998                           65-0044209
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 2.  Acquisition or Disposition of Assets

         On January 29, 1998, World Access,  Inc. ("World  Access"),  a Delaware
corporation,  consummated  the merger (the "Merger") of Advanced  TechCom,  Inc.
("ATI"), a Delaware corporation,  with and into Cellular  Infrastructure Supply,
Inc.,  a Delaware  corporation  and a  wholly-owned  subsidiary  of World Access
("CIS"),  pursuant  to that  certain  Agreement  and Plan of Merger  dated as of
December 24, 1997 by and between World  Access,  ATI, CIS and Ernest H. Lin (the
"Merger Agreement").

         Pursuant to the Merger Agreement, (i) the issued and outstanding shares
of ATI's Series A  Convertible  Preferred  Stock,  $.10 par value per share (the
"Preferred Stock"),  were converted into the right to receive (the "Merger Stock
Consideration")  an aggregate of 418,100  restricted shares of the common stock,
$.01 par value per share,  of World Access (the "World  Access  Common  Stock");
(ii)  holders of the issued and  outstanding  shares of common  stock,  $.10 par
value per  share,  of ATI (the "ATI  Common  Stock")  were given a choice to (a)
convert their ATI Common Stock into Preferred  Stock on a one-for-one  basis and
thereupon  receive the Merger Stock  Consideration to the same extent as holders
of the Preferred  Stock or (b) receive $.01 in cash for each share of ATI Common
Stock not converted (the "Common Stock  Consideration");  and (iii),  except for
Dr.  Lin,  who will  receive  cash and shares of World  Access  Common  Stock in
exchange  for his options to purchase  ATI Common  Stock ("ATI  Options"),  each
holder of ATI Options  that were vested as of December  31, 1997 will be paid in
cash the  difference,  if any,  between $1.00 and the exercise price of such ATI
Option  multiplied  by the number of shares of ATI Common Stock  subject to such
ATI Option (the  "Option  Consideration,"  and  together  with the Merger  Stock
Consideration and the Common Stock Consideration,  the "Merger  Consideration").
In connection with the Merger, Dr. Lin entered into an employment agreement with
CIS, a copy of which is filed herewith as Exhibit 10.1.

         In  addition,   the  persons  entitled  to  receive  the  Merger  Stock
Consideration  will  be  entitled  to  receive  up to an  aggregate  of  209,050
additional   restricted   shares  of  World  Access   Common  Stock  payable  in
installments  upon  the  achievement  by the  ATI  Division  of  CIS of  certain
profitability levels during 1998 and 1999(the "Contingent Stock Consideration").
Pursuant to the Merger Agreement and that certain Escrow Agreement  (the "Escrow
Agreement") entered  into  at  the closing of the Merger,  the Contingent  Stock
Consideration will be issued and held in escrow pending its release.

         The description contained herein of the Merger Agreement and the Escrow
Agreement is qualified in its entirety by reference to the Merger  Agreement and
the Escrow Agreement, which are filed herewith as Exhibits 2.1 and 10.2.

         The Merger  Consideration and the Contingent Stock  Consideration  were
determined  as a result of  negotiations  between  World  Access and ATI and the
Merger was approved by the boards of directors of World Access,  CIS and ATI and
the  stockholders  of ATI. Prior to the Merger,  neither World Access nor any of
its affiliates, directors or officers, nor any associate of any such director or
officer,  had any  relationship  with ATI or Dr. Lin,  except that World  Access
purchased  approximately  $150,000 of equipment from ATI in 1997 in the ordinary
course of business.

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

         (a) Financial Statements of Business Acquired.  Included in this Report
are the  consolidated  financial  statements of ATI for the years ended December
31,  1996  and  1995.  Such  financial  statements  have  been  audited  by  the
independent  accounting firm of Deloitte & Touche, LLP, whose opinion thereon is
also included herein.




<PAGE>


                      Advanced TechCom,Inc. and Subsidiary
                   Consolidated Financial Statements for the
                     Years Ended December 31, 1996 and 1995
                        and Independent Auditors' Report



<PAGE>




INDEPENDENT AUDITORS' REPORT


To the Stockholders and Board of Directors of
  Advanced TechCom, Inc.
Wilmington, Massachusetts

We have  audited  the  accompanying  consolidated  balance  sheets  of  Advanced
TechCom,  Inc. and Subsidiary  (the "Company") as of December 31, 1996 and 1995,
and the related consolidated statements of operations, stockholders' equity, and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  financial  position  of  Advanced  TechCom,  Inc.  and
Subsidiary as of December 31, 1996 and 1995, and the results of their operations
and their  cash  flows for the years then  ended in  conformity  with  generally
accepted accounting principles.

As discussed in Note 2 to the consolidated  financial statements,  subsequent to
year end the Company  entered into an agreement  to  subcontract  certain of its
manufacturing,   raised  additional   equity,  and  received  a  commitment  for
additional financing.

/s/ Deloitte & Touche LLP

February 26, 1997
(October 15, 1997 as to Notes 2 and 13,
 and the last paragraph of Note 5)



<PAGE>

ADVANCED TECHCOM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995




ASSETS                                              1996              1995
                                               ------------       ------------
CURRENT ASSETS
  Cash                                         $    306,443       $    271,458
  Accounts Receivable                             3,588,097          2,777,070
  Inventory                                       5,843,716          7,203,140
  Prepaid expenses and other                        147,605            141,886
  Deferred income taxes                               ---              104,456
                                               ------------       ------------
    Total current assets                          9,885,861         10,498,010

PROPERTY AND EQUIPMENT-Net                        1,006,124          1,020,113
                                               ------------       ------------
TOTAL ASSETS                                   $ 10,891,985       $ 11,518,123
                                               ============       ============


LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES:

  Notes Payable                                $  1,690,000       $  4,023,000
  Current portion of long-term debt                 356,598            316,290
  Accounts Payable                                2,630,770          1,681,619
  Accrued Salaries and commissions                  545,252            662,387
  Accrued Expenses                                  734,101            517,393
  Customer deposits                                 389,439            685,885
                                               ------------       ------------
    Total current liabilities                     6,346,160          7,886,574
                                               ------------       ------------
LONG TERM DEBT-Net of current portion               421,503            650,509
                                               ------------       ------------
STOCKHOLDERS EQUITY:

  Preferred stock, $.10 per share par
    value-20,000,000 shares authorized;
    issued and outstanding-10,097,103 
    shares in 1996                                1,009,710             ---
  Common stock, $.10 per share par value
    -25,000,000 shares authorized; issued
    and outstanding-343,989 and 8,032,248
    shares in 1996 and 1995, respectively            34,399            803,223
  Additional paid-in capital                     10,107,727          3,167,580
  Accumulated deficit                            (6,730,514)          (572,763)
                                               ------------       ------------
  Less:
    Stock subscription value                       (273,000)          (357,000)
    Deferred compensation                           (24,000)           (60,000)
                                               ------------       ------------
      Total stockholders' equity                  4,124,322          2,981,040
                                               ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 10,891,985       $ 11,518,123
                                               ============       ============


See notes to consolidated financial statements.
<PAGE>

ADVANCED TECHCOM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
DECEMBER 31, 1996 AND 1995



                                                   1996               1995
                                               ------------       ------------

NET SALES                                      $ 15,713,507       $ 18,297,699

COST OF GOODS SOLD                               11,993,587         10,698,605
                                               ------------       ------------
GROSS PROFIT                                      3,719,920          7,599,094

OPERATING EXPENSES:
Research and development                          4,785,393          3,350,540
Selling, general and administrative               4,606,697          3,866,043
                                               ------------       ------------
Total operating expenses                          9,392,090          7,216,583
                                               ------------       ------------
(LOSS) INCOME FROM OPERATIONS                    (5,672,170)           382,511

OTHER INCOME (EXPENSE)
Interest, net                                      (339,527)          (324,175)
Other                                               (98,598)           (12,946)
                                               ------------       ------------
(LOSS) INCOME BEFORE INCOME TAXES                (6,110,295)            45,390

PROVISION FOR INCOME TAXES                           47,456              ---

NET (LOSS) INCOME                              $ (6,157,751)      $     45,390
                                               ============       ============



See notes to consolidated financial statements.
<PAGE>
<TABLE>
ADVANCED TECHCOM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
DECEMBER 31, 1996 AND 1995
 <CAPTION>
                                                       $.10 Par Value
                     No Par         $.10 Par Value        Preferred        Additional                 Stock
                  Common Stock       Common Stock           Stock          Paid-in      Accumulated  Subscription  Deferred
               ------------------  -----------------  ------------------   Capital        Deficit     Receivable     Comp.   Total
               Shares     Amount   Shares    Amount   Shares      Amount  
<S>            <C>                 <C>                <C>                  <C>          <C>          <C>           <C>       <C>  
BALANCE JANUARY 
  1, 1995    6,706,479 $2,045,803   ---    $  ---      ---   $     ---   $    ---     $   (404,542) $   ---     $  ---   $1,641,261
Exercise of 
  stock   
  options      525,000    350,000   ---       ---      ---         ---        ---          ---       (350,000)     ---      ---
Issuance of 
  stock          3,750      ---     ---       ---      ---         ---        ---          ---          ---        ---      ---
Exchange of no
  par common 
  stock for
  $.10 par
  value
  common 
  stock     (7,235,229)(2,395,803)7,235,229  723,522   ---         ---    1,672,281        ---          ---        ---      ---
Sale of common
  stock         ---         ---    750,000   75,000    ---         ---    1,425,000        ---          ---        ---    1,500,000
Stock issued 
  for services  ---         ---     47,019    4,701    ---         ---       70,299        ---          ---     (60,000)     15,000
Accrued interest
  on stock
  subscription  ---         ---      ---      ---      ---         ---        ---          ---         (7,000)     ---       (7,000)
Dividends 
  paid          ---         ---      ---      ---      ---         ---        ---         (213,611)     ---        ---     (213,611)
Net income      ---         ---      ---      ---      ---         ---        ---           45,390      ---        ---       45,390

             ---------- ---------- ------- -------- ----------- ---------- ----------- -----------  ---------  --------  ----------
BALANCE DECEMBER                 8,032,248  803,223    ---         ---     3,167,580      (572,763)  (357,000)  (60,000)  2,981,040
  31, 1995
Exercise of 
  stock 
  options       ---         ---    262,500   26,250    ---         ---       148,750       ---          ---        ---      175,000
Sale of common 
  stock         ---         ---    953,430   95,344    ---         ---     3,082,756       ---          ---        ---    3,178,100
Stock issued for 
  services      ---         ---     73,014    7,302    ---         ---        87,631       ---          ---      36,000     130,933
Exchange of $.10
  par value common
  stock for $.10
  par value Series
  A preferred
  stock         ---         --- (8,977,203)(897,720) 8,977,203    897,720     ---          ---          ---        ---      ---
Sale of Series
  A preferred 
  stock         ---         ---      ---      ---    1,119,900    111,990  3,621,010       ---          ---        ---    3,733,000
Receipt of 
  stock
  subscription  ---         ---      ---      ---      ---         ---        ---          ---         77,000      ---       77,000
Accrued interest
  on stock
  subscription  ---         ---      ---      ---      ---         ---        ---          ---        (24,582)     ---      (24,582)
Forgiveness of
  interest on 
  stock 
  subscription
  loan          ---         ---      ---      ---      ---         ---        ---          ---         31,582      ---       31,582
Net loss        ---         ---      ---      ---      ---         ---        ---       (6,157,751)     ---        ---   (6,157,751)
             ---------- ---------- ------- -------- ----------- ---------- ----------- -----------  ---------  --------  ----------
BALANCE DECEMBER
  31, 1996      ---        ---     343,989 $ 34,399 $10,097,103 $1,009,710 $10,107,727 $(6,730,514) $(273,000) $(24,000) $4,124,322
             ========== ========== ======= ======== =========== ========== =========== ===========  =========  ========  ==========
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

ADVANCED TECHCOM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
DECEMBER 31, 1996 AND 1995


CASH FLOWS FROM OPERATING ACTIVITIES                  1996           1995
                                                 --------------  --------------
Net (loss) income                                $   (6,157,751) $       45,390
Adjustments to reconcile net (loss) 
  income to net cash used in
  operating activities:
Depreciation and amortization                           600,413         424,334
Deferred income taxes                                   104,456        (104,456)
Other                                                   137,933          20,946
Change in assets and liabilities:
Accounts receivable                                    (811,027)        498,280
Inventory                                             1,359,424      (3,975,477)
Prepaid expenses and other                               (5,719)        (94,815)
Accounts payable                                        949,151          50,059
Accrued expenses                                         99,573         578,183
Customer deposits                                      (296,446)        209,289
                                                 --------------  --------------
Net cash used in operating activities                (4,019,993)     (2,348,267)
                                                 --------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES-
  Purchases of property and equipment                  (418,379)       (920,358)
                                                 --------------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (payments) under 
  line of credit                                     (2,528,000)      1,809,000
Proceeds from notes payable                             195,000         750,000
Principal payments on long-term 
  notes payable                                        (281,659)       (269,036)
Principal payments on capital leases                    (75,084)        (38,039)
Proceeds from exercise of stock 
  option plans                                          175,000           ---
Proceeds from sale of stock                           6,911,100       1,500,000
Proceeds from payment of stock 
  subscription receivable                                77,000           ---
Dividends paid                                            ---          (213,611)
                                                 --------------  --------------
Net cash provided by financing activities             4,473,357       3,538,314

NET INCREASE IN CASH                                     34,985         269,689

CASH, BEGINNING OF YEAR                                 271,458           1,769
                                                 --------------  --------------
CASH, END OF YEAR                                $      306,443  $      271,458
                                                 ==============  ==============
SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION:
Cash paid for interest                           $      336,906  $      324,316
                                                 ==============  ==============
Cash paid (refunded) for income taxes            $      (90,116) $      174,456
                                                 ==============  ==============
SUPPLEMENTAL NONCASH FINANCING
  AND INVESTING ACTIVITY:
Capital lease obligations                        $      168,045  $        ---
                                                 ==============  ==============
Stock issued for notes receivable                $        ---    $      350,000
                                                 ==============  ==============
Increase in notes receivable
  for accrued interest                           $       24,582  $        7,000
                                                 ==============  ==============


See notes to consolidated financial statements.


<PAGE>


ADVANCED TECHCOM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995



1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Business - Advanced TechCom,  Inc. and Subsidiary (the "Company") designs,
      develops   and   manufactures   a  series  of   high-performance   digital
      microwave/millimeter wave radio equipment, operating in frequencies of 1.5
      GHZ to 38 GHZ utilized in the telecommunications industry.

      Principles of  Consolidation  - The  accompanying  consolidated  financial
      statements  include  the  accounts  of the  Company  and its wholly  owned
      foreign sales corporation,  Advanced TechCom (Barbados), Inc. All material
      intercompany transactions and balances have been eliminated.

      Stock  Split - In  November  1996,  the  Board  of  Directors  declared  a
      three-for-one  split of the Company's  common and preferred stock effected
      in the  form  of  stock  dividends.  Shares  will  be  distributed  to all
      stockholders of record. All share and per share data have been adjusted to
      reflect the split.

      Revenue Recognition - The Company  recognizes  revenue  from  the sales of
      products  when  the  products  are  shipped.   Sales to overseas customers
      generally require letters of credit before the products are shipped.

      Allowance  for  Doubtful  Accounts - An allowance for doubtful accounts is
      provided  when  accounts are considered uncollectible.  No such allowances
      were considered necessary at December 31, 1996 and 1995.

      Inventory - Inventory is stated at the lower of cost (first-in,  first-out
      method) or market.

      Property  and Equipment - Depreciation is computed using straight-line and
      accelerated  methods  over  the  estimated  useful  lives  of  the assets.
      Estimated useful lives of assets are as follows:

         Machinery and equipment and other        3-5 years
         Furniture and fixtures                   3-7 years
         Leasehold improvements                   Shorter of lease term 
                                                    or useful life

      Financial  Instruments - The carrying values of cash, accounts receivable,
      accounts  payable,  borrowings  under the  Company's  credit line and debt
      approximate fair value due to the short-term nature of these instruments.

      Income  Taxes - The  Company  is taxed as a C  Corporation.  Deferred  tax
      assets  and  liabilities  are  recognized  for  the  expected  future  tax
      consequences of events that have been included in the financial statements
      or  tax  returns.  Deferred  income  taxes  are  determined  based  on the
      difference  between the  financial  statement  and tax basis of assets and
      liabilities  using  enacted  tax rates in effect for the year in which the
      differences are expected to reverse.  Valuation allowances are established
      when necessary to reduce deferred tax assets to the amounts expected to be
      realized.

      Research and  Development  - Research and  development  costs are expensed
      when incurred.



<PAGE>


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Warranty  Reserve - The Company  sells the majority of its products with a
      two-year repair or replacement  warranty.  The  accompanying  consolidated
      financial statements for 1996 and 1995 include an accrual of approximately
      $403,000 and $150,000,  respectively,  for estimated warranty claims based
      on the  Company's  experience  of actual  claims  and  anticipated  future
      claims.

      Employee Stock-Based Compensation -  The Company uses the intrinsic value-
      based method  of  Accounting  Principles Board Opinion  ("APB") No. 25. as
      allowed under Statement of Financial Accounting Standards ("SFAS") No. 123
      "Accounting  for  Stock-Based  Compensation,"  to  account  for all of its
      employee stock-based compensation plans.

      Customers and  Concentration  of Credit Risk - The Company's  products are
      sold both  directly to customers and through  distributors.  The Company's
      customers  consist of domestic  and  international  wireless  and cellular
      companies,  telephone companies,  utilities and government and educational
      institutions.  Approximately  93% of the  Company's  net sales are derived
      from international  customers.  A major international  systems integrator,
      who resells  worldwide,  accounted for  approximately 20% of the Company's
      1996 net sales and approximately 54% of the accounts receivable balance at
      December 31, 1996. A second customer  accounted for  approximately  14% of
      the accounts receivable balance at December 31, 1996.

      Use of Estimates - The preparation of the Company's consolidated financial
      statements in conformity  with generally  accepted  accounting  principles
      requires  management  to make  estimates and  assumptions  that affect the
      reported  amounts and disclosure of certain assets and  liabilities at the
      balance sheet date. Actual results may differ from such estimates.

      Reclassifications - Certain amounts in the 1995 financial  statements have
      been reclassified to conform with the 1996 presentation.

      Adoption of New Accounting Pronouncements - Effective January 1, 1996, the
      Company adopted,  prospectively,  SFAS No. 121, "Accounting for Impairment
      of Long-lived  Assets and for  Long-lived  Assets to Be Disposed Of." SFAS
      No.  121  requires  that  long-lived  assets be  reviewed  for  impairment
      whenever  circumstances  indicate that the carrying  value of an asset may
      not  be  recoverable.  The  adoption  of  SFAS  No.  121  did  not  have a
      significant  effect on the Company's  consolidated  financial  position or
      results of operations for the year ended December 31, 1996.

      Effective  January 1, 1996, the Company adopted SFAS No. 123,  "Accounting
      for  Stock-Based  Compensation."  As permitted by SFAS No. 123 the Company
      has continued to account for its stock-based  transactions to employees in
      accordance with APB No. 25, "Accounting for Stock Issued to Employees." As
      required  by SFAS No. 123 for stock  option  grants to  nonemployees,  the
      Company  follows the provisions of SFAS No. 123,  calculates  compensation
      expense using a fair value based method and amortizes compensation expense
      over the vesting  period.  During the year ended  December 31,  1996,  the
      Company did not grant any options to  purchase  shares of common  stock to
      nonemployees.

2.    FUNDING OF OPERATIONS

      As shown in the  consolidated  financial  statements,  for the year  ended
      December 31, 1996,  the Company  incurred a net loss of $6,157,751 and had
      negative cash flow from operations of $4,019,993.  The Company's 1996 loss
      and working capital needs were principally funded by proceeds from various
      private placement equity offerings completed throughout the year.

<PAGE>

2.    FUNDING OF OPERATIONS (CONTINUED)

      Since  December  31,  1996,  the Company has  continued  to incur  losses.
      However,  it has  negotiated a line of credit for borrowings of up to $2.5
      million and raised  approximately  $3.0  million  through the  issuance of
      preferred  stock.  Moreover,  the Company has entered into a joint venture
      agreement to subcontract the manufacturing of certain of its products and,
      upon the  successful  refinancing  of the Company's  existing bank line of
      credit or financing with a new bank, the agreement will also provide up to
      $2.0 million of  additional  financing.  On October 15, 1997,  the Company
      received a commitment  letter for bank financing of $750,000.  The Company
      is also now  selling  its  compact  product  line in the 38 GHZ and 23 GHZ
      frequencies,  thus improving its existing product line offerings and plans
      to raise additional  equity financing in 1997.  Management  believes these
      factors will provide  sufficient working capital for the remainder of 1997
      and into 1998.

3.    INVENTORY

      Inventory consisted of the following at December 31:

                                          1996            1995 
                                       ----------      ----------
          Raw materials                $4,685,490      $5,841,531
          Work in process                 845,613       1,170,597  
          Finished goods                  312,613         191,012
                                       ----------      ----------
          Total                        $5,843,716      $7,203,140
                                       ==========      ==========


4.    PROPERTY AND EQUIPMENT

      Property and equipment consisted of the following at December 31:
 
                                          1996            1995 
                                       ----------      ----------
           Machinery and equipment
             and other                 $1,322,067      $  927,700
          Office furniture and 
             equipment                    836,117         644,060
                                       ----------      ----------
                                        2,158,184       1,571,760
          Less Accumulated 
             Depreciation              (1,152,060)       (551,647)
                                       ----------      ----------
          Property and equipment,net   $1,006,124      $1,020,113
                                       ==========      ==========

      At December 31, 1996, the capitalized cost of property and equipment under
      capital  leases  was  $251,416  and  related  accumulated depreciation was
      $104,831.

      Property  and  equipment  under  capital  leases and  related  accumulated
      depreciation for the year ended December 31, 1995 was not material.

<PAGE>

5.    NOTES PAYABLE

      Notes payable consisted of the following at December 31:

                                                        1996            1995 
                                                     ----------      ----------
 
        Revolving bank line of credit                $1,245,000      $3,773,000

        Note payable-stockholder, due on
          demand, interest payable monthly
          at 12%                                        195,000         --- 

        Note payable-to a community 
          development finance corporation
          with interest payable monthly at
          a rate of 10%, collateralized by
          a second lien on substantially
          all of the Company's assets, and
          personally guaranteed by the
          principal stockholder of the 
          Company                                       125,000         125,000

        Note payable-to a community 
          development organization
          with interest payable monthly at
          a rate of 10%, collateralized by
          a second lien on substantially
          all of the Company's assets, and
          personally guaranteed by the
          principal stockholder of the 
          Company                                       125,000         125,000
                                                     ----------      ----------
                                                     $1,690,000      $4,023,000
                                                     ==========      ==========




      The Company had a revolving bank line-of-credit agreement which expired in
      May 1996. Since the expiration of the agreement, borrowings under the line
      were based on eligible  accounts  receivable and inventory up to a maximum
      of  $1,245,000.  At December 31, 1996,  the Company had  outstanding  bank
      letters of credit totaling  $172,657,  of which $32,657 reduces  borrowing
      availability  under the line of credit.  The line is payable on demand and
      bears  interest at the bank's  prime rate plus 1/2% (8.75% at December 31,
      1996). The line is  collateralized  by substantially  all of the Company's
      assets and is personally  guaranteed by the principal  stockholder  of the
      Company.  The agreement  contains  certain  covenants  which,  among other
      things,  require  minimum levels of consolidated  tangible net worth,  the
      maintenance of certain financial ratios,  and a minimum collateral base of
      inventory and accounts  receivable.  At December 31, 1996, the Company was
      not in compliance with certain provisions of the loan agreement related to
      the minimum debt coverage ratio requirement.

      On March  13,  1997,  the  Company's  bank  line-of-credit  agreement  was
      amended. The amended agreement provides for available borrowings under the
      line based on eligible accounts  receivable up to a maximum of $2,500,000,
      reduced by outstanding  letters of credit issued by the Company.  The line
      is payable on demand and bears  interest at the bank's prime  lending rate
      plus  1/2%.  The  line  is  collateralized  by  substantially  all  of the
      Company's assets and is personally guaranteed by the principal stockholder
      of the Company.  The agreement  contains certain  covenants  which,  among
      other things,  require minimum levels of consolidated  tangible net worth,
      the maintenance of certain financial ratios, and a minimum collateral base
      of   inventory   and  accounts   receivable.   As  of  October  15,  1997,
      approximately  $2,200,000 was  outstanding  under the line and the Company
      was in default on certain covenant requirements.  The Company is currently
      discussing refinancing of the line (see Note 2).

<PAGE>

6.    LONG-TERM DEBT

      Long-term debt consisted of the following at December 31:


                                                        1996            1995 
                                                     ----------      ----------
 
      Note payable-bank-payable in monthly
      installments through January 1998 with
      interest at prime plus 1/2% (8.75% at 
      December 31, 1996) the note is 
      collateralized by a second lien on
      substantially all Company assets               $ 106,528       $ 204,855

      Note payable-finance company-payable
      in monthly installments through July
      1997 with interest computed at rates
      ranging from 10.24%-10.37%; 
      collateralized by certain equipment              143,795          50,834

      Note payable-bank-payable in
      installments through October 1998
      with interest computed at prime plus
      1/2% (8.75% at December 31, 1996);
      collateralized by a second lien on
      substantially all Company assets                 152,778         236,111

      Note payable-to a business development
      corporation-payable in installments
      through August 2000 with interest
      computed at prime plus 2 1/4% (10.5%
      at December 31, 1996); collateralized
      by a second lien on substantially all
      Company assets and personally
      guaranteed by the principal stockholder          375,000         474,999
                                                     ----------      ----------
                                                       778,101         966,799

      Less current portion                            (356,598)       (316,290)
                                                     ----------      ----------
      Long-term debt                                 $ 421,503       $ 650,509
                                                     ==========      ==========
       


<PAGE>


6.    LONG-TERM DEBT (CONTINUED)

      Maturities on long-term debt as of December 31, 1996 are as follows:

        Year Ending December 31
          
          1997        $356,598
          1998         227,082
          1999         119,421
          2000          75,000
                      --------
                      $778,101
                      ========


7.    INCOME TAXES

      The  components  of the  Company's  provision  for income  taxes as are as
      follows:

                                                         1996          1995  
                                                      ----------    ---------- 
        Currently payable taxes before application
          of credits and benefit of Foreign Sales
          Corporation
               Federal                                $   ---       $ 151,460
               State                                     18,746        65,320
               State Manufacturing investment and
                 research and development credits       (18,746)      (65,320)
               Federal research and development 
                 credits                                  ---         (42,004)
               Benefit of Foreign Sales Corporation       ---          (5,000)
               Federal benefit of net operating 
                 loss carryback                         (57,000)        ---
                                                      -----------   ---------- 
        Net currently payable (refundable) tax          (57,000)      104,456 

        Deferred tax expense                            104,456      (104,456)
                                                      -----------   ----------
        Total                                         $  47,456     $   ---
                                                      ===========   ==========


      A  reconciliation  between  reported  income  tax  expense  and the amount
      computed  by  applying  the  statutory  federal  income  tax  rate  of 34%
      to income before income taxes is as follows:

                                                          1996         1995
                                                      -----------   -----------
     Taxes at statutory federal rates                 $(2,066,762)  $    15,433 
     1996 taxable loss for which no tax         
          asset was recorded                            2,066,762        ---
     State taxes, net of federal tax benefit             (299,858)       ---
     Federal and state tax credit carryforwards          (368,090)     (129,081)
     Federal tax credit utilized                            ---         (42,004)
     Valuation allowance for deferred tax assets          596,236        ---
     Change in valuation allowance                        104,456       175,447
     Other                                                 14,712       (19,795)
                                                      -----------   -----------
     Net tax expense                                  $    47,456   $    ---
                                                      ===========   ===========


<PAGE>


7.    INCOME TAXES (CONTINUED)

      The Company's deferred taxes at December 31 were as follows:


                                                          1996         1995
                                                      -----------   -----------
     State research and development credits           $   387,981   $   203,127
     Federal research and development credits             202,104        40,705
     State investment tax credits                          21,837         ---
     Inventory                                            247,661        70,285
     Warranty                                             162,229        60,405
     Accruals                                             156,303       133,024
     Other                                                  ---           1,991
     Depreciation                                          45,595         ---
     Tax benefit from exercise of stock options           120,810         ---
     Operating loss carryforwards                       1,925,881         --- 
                                                      -----------   -----------
                                                        3,270,401       509,537
     Valuation Allowance                               (3,270,401)     (405,081)
                                                      -----------   -----------
     Net deferred taxes                               $     ---     $   104,456
                                                      ===========   ===========

       
      Deferred  income taxes arise from  temporary  differences  resulting  from
      income  and  expense  items  reported  for  financial  accounting  and tax
      purposes in different periods and future tax benefits of federal and state
      tax credits.  At December 31, 1995, deferred tax assets totaling $509,537,
      with a related valuation allowance of $405,081, or net deferred tax assets
      of $104,456, were recorded based upon management's assessment at that time
      that taxable  income would more likely than not be  sufficient  to utilize
      fully the net deferred tax asset. At December 31, 1996, based on operating
      results  and  management's  reassessment  of future  taxable  income,  the
      Company  established a valuation allowance to reduce the carrying value of
      net deferred tax assets to zero.

      At December 31, 1996, the Company had available  unused  federal  research
      and  development  credits of  approximately  $202,000  which expire in the
      years  2010  and  2011,   state  research  and   development   credits  of
      approximately  $388,000,  of which approximately  $7,300 are unlimited and
      the remainder  expire at various dates  beginning in 2006 through 2011 and
      an  investment  tax credit of $21,837.  Net operating  loss  carryforwards
      totaled approximately $5,080,000 at December 31, 1996.

8.    STOCKHOLDERS' EQUITY

      On November 7, 1996,  the Company  amended the  Company's  Certificate  of
      Incorporation  to increase the  authorized  preferred  stock to 20,000,000
      shares with par value of $.10 per share;  15,000,000  shares designated as
      Series A  convertible  preferred  stock  ("Series A preferred  stock") and
      5,000,000  shares as  undesignated  preferred  stock (see "Stock Split" in
      Note 1).


<PAGE>


8.    STOCKHOLDERS' EQUITY (CONTINUED)

      The preferred stock has voting rights similar to common stock and equal to
      the  number  of whole  shares  of  common  into  which  the  preferred  is
      convertible.  The preferred stock also has preference on liquidation  over
      common stock and on the payment of dividends. The Series A preferred stock
      shall be convertible,  without the payment of any additional consideration
      by the holder,  at any time at the option of the holder,  at a  conversion
      rate,  subject  to  adjustment,  of one share of common  for each share of
      preferred.  Each share of Series A preferred stock shall  automatically be
      converted  into common stock at the then effective  applicable  conversion
      rate upon the closing of a public offering with gross proceeds of not less
      than $15  million  or upon the  affirmative  vote of the  majority  of the
      preferred stockholders.

      Concurrent  with the  increase  in the  number  of  authorized  shares  of
      preferred stock, common stockholders were granted the option of converting
      their shares into Series A preferred stock on a one-for-one basis.

      In addition,  additional  shares of Series A convertible  preferred  stock
      totaling  965,430  were issued for no  additional  consideration  to those
      persons who purchased common stock in April and May 1996 at a price of $20
      per share in order that their  purchase  price,  after taking into account
      the stock split, be adjusted to $31/3 per share.

9.    STOCK PLANS

      Performance  Share Plan - The Company had a  performance  share plan which
      was intended as an incentive to certain key  employees  and  directors who
      contribute  to the success of the Company's  business.  Under the terms of
      the plan, performance shares were granted to individuals at the discretion
      of the  Company's  Board of Directors  (the  "Board"),  subject to various
      vesting schedules. Performance shares exercised during 1995 totaled 6,980.
      Shares forfeited under the plan totaled 17,809 for 1995.

      In August 1995,  the Board voted to terminate the  performance  share plan
      and  authorized  the  Company's   president,   in  consultation  with  the
      Compensation Committee, to offer stock options in exchange for performance
      shares held by the holders thereof.

      Stock  Options - During  1995,  the Company  adopted the 1995 Stock Option
      Plan (the "1995  Plan").  The 1995 Plan  initially  permitted the grant of
      options to purchase up to 1,200,000  shares of the Company's  common stock
      at a  price  at  least  equal  to the  fair  market  value  of the  stock,
      determined by the Board,  on the date of grant for incentive stock options
      and  at  prices  determined  by  the  Board  in its  sole  discretion  for
      nonqualified  options.  On September 6, 1996,  the Board and  stockholders
      approved an increase in the shares available for grants to 1,650,000.

      During the fourth  quarter of 1996,  the Company  repriced  all options to
      reflect the then fair market  value of the  Company's  common  stock.  The
      repricing provided each option holder the right to exchange their existing
      stock  options for new  incentive  stock  options  (the "new  options") to
      purchase  an  identical  number of shares of common  stock at an  exercise
      price of $.26 per share.  The new options  vest  according to the original
      vesting  schedule  but with a six-month  delay,  or in 16 equal  quarterly
      installments  beginning three months before the original vesting date. The
      options are exercisable for 10 years from the original date of grant.

      At December 31, 1996, there were 828,137 options available for grant under
      the 1995 Plan.  Prior to the adoption of the 1995 Plan, the Company issued
      stock options to certain  individuals  which  were  exercisable on varying
      dates at prices ranging from $.67 to $2.57 per share.

<PAGE>

9.    STOCK PLANS (CONTINUED)

      Stock  Exchanged  for Services - During 1995,  the Company  issued  47,019
      shares of common stock in exchange for current and future services. Of the
      47,019 shares issued,  36,000 were issued to a director for services to be
      provided  through  1997.  The right to the  36,000  shares is subject to a
      two-year vesting schedule through 1997. The value of the services provided
      amounting to $15,000 and $36,000 for 1996 and 1995, respectively, has been
      charged to operations.  During 1996, an additional 73,014 shares of common
      stock were  issued in  exchange  for  current  services.  The value of the
      shares totaling $94,933 was expensed in 1996.

      A summary of all stock option  activity  for the years ended  December 31,
      1996 and 1995 is as follows:

                                                                     Exercise
                                                                       Price
                                                       Shares        Per Share
                                                     -----------    -----------
          Outstanding at January 1, 1995               943,500      $0.67-$2.57

          Options granted in exchange for           
             performance shares                        175,476         $2.00
          Options granted                              454,458      $.33-$2.20
          Options terminated                          (159,000)     $2.00-$2.57
          Options exercised                           (525,000)        $0.67
                                                     -----------
          Outstanding at December 31, 1995             889,434      $0.33-$2.20

          Options granted                              298,803      $0.26-$2.20
          Options terminated                          (103,876)     $0.33-$2.20
          Options exercised                           (262,500)        $0.67
          Options cancelled upon exchange             (865,161)     $0.67-$2.57
          Options issued upon exchange                 865,161         $0.26
                                                     -----------   
          Outstanding at December 31, 1996             821,861         $0.26
                                                     ===========    ===========

          Options exercisable at December 31, 1995     650,568      $0.33-$2.20
                                                     ===========    ===========

          Options exercisable at December 31, 1996     448,377         $0.26
                                                     ===========    ===========

          The weighted average grant date fair value 
          for options granted in 1996 and 1995 was 
          $.31 and $.67, respectively.

<PAGE>


9.    STOCK PLANS (CONTINUED)

      Stock  Exchanged  for Services  (Continued)  - During 1995,  the Company's
      principal  stockholder  exercised  options to purchase  525,000  shares of
      common  stock by issuing a note to the  Company in the amount of  $350,000
      (the  "Note").  The Note is due on August  24,  2000 and  bears  interest,
      payable  annually,  at 8% per annum  commencing  August 24, 1996.  Accrued
      interest on the Note as of December  31,  1996  totaling  $31,582 has been
      forgiven.

      The  following  table  sets  forth  information  regarding  stock  options
      outstanding at December 31, 1996 under the Stock Option Plans as described
      above:

                                                                       Weighted
                                                                       Average
                                Weighted    Weighted                   Exercise
   Number of                    Average     Average       Number       Price for
    Options       Range of      Exercise   Remaining     Currently     Currently
  Outstanding  Exercise Price    Price       Life       Exercisable  Exercisable
  -----------  --------------   --------   ---------    -----------  -----------
    821,861        $0.26         $0.26     7.6 years      448,377       $0.26



      Pro Forma  Disclosures  - As described in Note 1, the Company  applies the
      intrinsic  value  method  of APB No.  25 and  related  Interpretations  in
      accounting for its stock option plans.  Accordingly,  no compensation cost
      has been recognized for its stock option plans. Had compensation cost been
      determined  based on the fair value at the grant  dates for  awards  under
      those plans  consistent with the method of SFAS No. 123, the Company's net
      loss for the  years  ended  December  31,  1996 and 1995  would  have been
      $6,260,157 and $25,215, respectively.

      For purposes of the pro forma  disclosures,  the fair value of the options
      granted  under the  Company's  stock option plans during 1996 and 1995 was
      estimated  on the date of grant  using the  Black-Scholes  option  pricing
      model. Key assumptions used to apply this pricing model are as follows:


                                                1996             1995
                                              --------        ---------
        Risk-free interest rate                 6.50%           6.50%
        Expected life of option grants         5 years        4.9 years

      The pro forma  disclosures,  as required by SFAS No. 123, only include the
      effects of options granted in 1996 and 1995.

10.   EMPLOYEE BENEFIT PLAN

      In 1994,the Company established a 401(k) retirement plan for substantially
      all employees. Employees  eligible  to participate in the plan must be age
      21.  The Company does not contribute to the plan.



<PAGE>


11.   LEASES

      The Company leases its present  facilities in  Wilmington,  Massachusetts,
      under a five-year  lease expiring in November  2000.  Future minimum lease
      payments under  noncancelable  operating  leases with initial or remaining
      terms of one year or more consist of the following at December 31, 1996:

        Year Ending                  Amount
                                   ----------
          1997                     $  320,000
          1998                        351,996
          1999                        368,000
          2000                        384,000
                                   ----------
          Total                    $1,423,996
                                   ==========

      The Company  is also responsible for real estate taxes and other operating
      expenses  associated  with  the  property  lease.  Rent  expense under all
      operating  leases  for  the  years  ended  December  31, 1996 and 1995 was
      approximately $586,000 and $246,000, respectively.

12.   RELATED-PARTY TRANSACTIONS

      The  Company  purchases  computers  and  other networking equipment from a
      computer  distributor  whose  principal  shareholder  is a director of the
      Company.  Purchases of equipment totaled $77,758 and $186,163 for 1996 and
      1995, respectively.  As of December 31, 1996, there are no amounts payable
      to the distributor.

      Interest  expense  on the note  payable  to  stockholder  (see Note 5) was
      $8,112 for the year ended December 31, 1996.

13.   SUBSEQUENT EVENT

      Subsequent  to year end,  the Company  was named as a defendant  in a suit
      filed by a  successor  to a former  vendor.  The vendor  claims it is owed
      $1,000,000  from the Company and has asserted breach of contract and other
      claims.  The  Company's  recorded  liability  at  December  31,  1996  was
      approximately $450,000. The Company and the vendor have agreed to stay the
      litigation  while they engage in  settlement  negotiations.  The  ultimate
      outcome of this claim cannot be predicted,  however,  management estimates
      that the Company's  possible loss that may be incurred will not exceed the
      amounts recorded.

                   
14.   EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT
      AUDITORS' REPORT

      As  discussed  in notes 2  and  5, as  of October 15, 1997 the Company had
      approximately  $2,200,000  outstanding  and  was  in  default  on  certain
      covenant requirements under its bank line of credit. Moreover, the Company
      was discussing the refinancing of this line in  connection  with  a  joint
      venture agreement entered into to subcontract the manufacturing of certain
      of its products and had received a commitment letter for bank financing of
      $750,000. The  commitment  letter  expired  on  December  15, 1997  and on
      December 29, 1997 the Company signed a definitive agreement to be acquired
      by World Access, Inc. In connection with the aquisition the  Company  also
      entered into  an  agreement  to  terminate  the  joint  venture  agreement
      referred  to  above.  In  December  1997, World  Access paid the Company's
      outstanding bank debt and began funding its operations. The acquisition of
      the Company, by World Access, was consummated on January 29, 1998.      
<PAGE>




         (b) Pro Forma  Financial  Information.  The acquisition of ATI has been
accounted for using the purchase method of accounting. In connection  with  such
acquisition, World Access  recorded  a  charge  of  approximately  $4.0 million,
representing the portion of the purchase price for ATI allocated  to  in-process
research  and  development.  The  following  unaudited  pro  forma  consolidated
balance  sheet as of  September  30, 1997  reflects the  acquisition  of  ATI as
if it had  been  completed  on  September  30,  1997.  The  following  unaudited
pro forma consolidated  statement of operations for the year  ended December 31,
1996 and the nine months ended September 30, 1997 reflect the acquisition of ATI
as if it had been completed as of January 1, 1996.

         The pro forma data does not  purport to be  indicative  of the  results
which would actually have been reported if the  acquisition had occurred on such
dates or which may be reported in the future.  The pro forma data should be read
in conjunction  with the  historical  consolidated  financial  statements of the
Company,  the   historical  consolidated  financial  statements  of ATI  and the
related notes thereto.

<PAGE>

<TABLE>
World Access, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
September 30, 1997
<CAPTION>

                                       ----------Historical----------           Pro Forma               Pro Forma
                                       World Access            ATI             Adjustments               Combined
                                                                     (In thousands)
                                       ----------          ----------          ----------              -----------
<S>                                    <C>                 <C>                 <C>                     <C>               
ASSETS
Current Assets
  Cash and equivalents                 $   15,807          $      187          $     (298)(A)          $    15,696 
  Accounts receivable                      22,446               1,887                 (75)(A)               24,258 
  Inventories                              18,899               7,057              (2,050)(A)               23,906 
  Other current assets                      7,050                  82                ---                     7,132
                                       ----------          ----------          ----------              -----------
    Total Current Assets                   64,202               9,213              (2,423)                  70,992 
Property and equipment                      4,287               1,066                ---                     5,353 
Intangible assets                          29,370                ---                1,320 (A)               30,690 
Technology licenses                           904                ---                 ---                       904
Debt issuance costs                           641                ---                 ---                       641
Other assets                                2,035                  10               3,325 (A)                5,370 
                                       ----------          ----------          ----------              -----------
    Total  Assets                      $  101,439          $   10,289          $    2,222              $   113,950 
                                       ==========          ==========          ==========              ===========
LIABILITIES AND STOCKHOLDERS' EQUITY    
Current Liabilities
  Short-term debt                      $       66          $    3,097          $     ---               $     3,163 
  Accounts payable                          6,902               2,931                ---                     9,833 
  Accrued payroll and benefits              3,073                ---                 ---                     3,073 
  CIS purchase price payable                3,500                ---                 ---                     3,500 
  Other accrued liabilities                 1,550               2,175                 200 (A)                3,925 
                                       ----------          ----------          ----------              -----------
    Total Current Liabilities              15,091               8,203                 200                   23,494 
Long-term debt                                301                 340                ---                       641
                                       ----------          ----------          ----------              -----------
    Total Liabilities                      15,392               8,543                 200                   24,135 
                                       ----------          ----------          ----------              -----------

Stockholders' Equity
  Common and preferred stock                  192               2,558              (2,558)(B)                  196
                                                                                        4 (A)
  Capital in excess of par value           81,178              11,340             (11,340)(B)               88,892 
                                                                                    7,714 (A)
  Retained earnings (deficit)               4,677             (12,152)             12,152 (B)                  727 
                                                                                   (3,950)(C)                   
                                       ----------          ----------          ----------              -----------
    Total Stockholders' Equity             86,047               1,746               2,022                   89,815 
                                       ----------          ----------          ----------              -----------
    Total Liabilities and 
      Stockholders' Equity             $  101,439          $   10,289          $    2,222              $   113,950 
                                       ==========          ==========          ==========              ===========


<PAGE>

<FN>
Notes to Unaudited Pro Forma Consolidated Balance Sheet

(A) The Merger will be accounted  for under the purchase  method of  accounting.
In  addition,  in  accordance with generally accepted accounting principles, the 
portion of the  purchase price allocable to research and development projects of 
ATI  was  expensed  at  the  consumation  of the Merger on January 29, 1998. The
amount of  this  one-time  non-recurring  charge was approximately $4.0 million. 
Since  this  charge was directly related to the acquisition and will not recurr, 
the pro forma financial statements have been prepared excluding the change.  The
Company  has  not yet determined the final allocation of the purchase price, and
accordingly,  the  amounts  shown  below  may differ from the amounts ultimately
recorded.

The  unallocated excess of purchase price over net assets acquired is determined
as follows (amounts in thousands):


Purchase price:
 Cash purchase of ATI shares                       32
 Cash in lieu of fractional shares                  1
 Cash paid for options                            265
                                              -------        
   Total cash                                                     298

 Restricted stock issued in 
  exchange for ATI shares                       7,593 
 Restricted stock  issued in
  exchange for options                            125
                                              -------        
   Total restricted stock                                       7,718 

 Fees and expenses related to the Merger                          200
                                                              -------       
   Total purchase price                                         8,216 
                                                              -------
Less:

 Historical stockholders' equity                               (1,746)
 Adjust assets and liabilities:
   Inventories                                                  2,050 
   Accounts receivable                                             75
   In process R&D costs                                        (3,950)
   Deferred income taxes                                       (3,325)
                                                              -------
                                                               (6,896)
                                                              -------
Unallocated excess of purchase 
 price over net assets acquired                                 1,320 
                                                              =======

(B) Eliminate existing stockholders' equity.

(C) Represents retained earnings adjustment for non-recurring charge related  to
    write-off of in-process R&D expenses acquired in the merger.

</FN>
</TABLE>

<PAGE>
<TABLE>

World Access, Inc. and Subsidiaries
Pro Forma Consolidated Statements of Operations
For the Nine Months Ended September 30, 1997
(Unaudited)
<CAPTION>
                                                                            Pro Forma          Pro Forma
                                      World Access           ATI           Adjustments          Combined
                                                        (In thousands except per share data)
                                       ----------        ----------        ----------          ----------
<S>                                    <C>               <C>               <C>                 <C>            
Sales of products                      $   56,099        $   10,975        $     (150)(A)      $   66,924 
Service revenues                           15,622             ---               ---                15,622 
                                       ----------        ----------        ----------          ----------
  Total Sales                              71,721            10,975              (150)             82,546 

Cost of products sold                      33,811             8,396               (70)(A)          42,137 
Cost of services                           12,832             ---               ---                12,832 
                                       ----------        ----------        ----------          ----------
  Total Cost of Sales                      46,643             8,396               (70)             54,969 
                                       ----------        ----------        ----------          ----------
  Gross Profit                             25,078             2,579               (80)             27,577 

Engineering and development                 1,350             3,346             ---                 4,696 
Selling, general and administrative         6,860             4,421             ---                11,281 
Amortization of goodwill                    1,210             ---                  66 (B)           1,276  
                                       ----------        ----------        ----------          ----------
  Operating Income                         15,658            (5,188)             (146)             10,324 

Interest and other income                     835             ---               ---                   835
Interest and other expense                    (95)             (233)            ---                  (328)
                                       ----------        ----------        ----------          ----------
  Income Before Income Taxes               16,398            (5,421)             (146)             10,831 

Income taxes                                5,986             ---              (1,870)(C)           4,116 
                                       ----------        ----------        ----------          ----------
  Net Income                           $   10,412        $   (5,421)       $    1,724          $    6,715 
                                       ==========        ==========        ==========          ==========


Net Income Per Common Share:           $      .55                                              $      .34 (D)
                                       ==========                                              ==========
Weighted Average Shares Outstanding:       19,076                                                  19,501 (D)
                                       ==========                                              ==========



<FN>
Notes to Pro forma Consolidated Statements of Operations for the Nine Months
Ended September 30, 1997

(A) Eliminate intercompany sales and related cost of sales.

(B)  Amortization of unallocated  excess purchase price over net assets acquired
over 15 years.

(C) Adjust tax  provision  for  the  benefit of the loss incurred by ATI and pro
forma adjustments.

(D) Represents fully diluted earnings  per  share,  including shares of  Company
 common stock issued to  the  shareholders of ATI.



</FN>
</TABLE>


<PAGE>
<TABLE>


World Access, Inc. and Subsidiaries
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 1996
(Unaudited)
<CAPTION>
                                                                           Pro Forma           Pro Forma
                                      World Access          ATI           Adjustments           Combined
                                                        (In thousands except per share data)
                                       ----------        ----------        ----------          ----------
<S>                                    <C>               <C>               <C>                 <C>              
Sales of products                      $   34,411        $   15,713        $      (66)(A)      $   50,058 
Service revenues                           16,589             ---               ---                16,589 
                                       ----------        ----------        ----------          ----------
  Total Sales                              51,000            15,713               (66)             66,647 

Cost of products sold                      21,485            11,994               (35)(A)          33,444 
Cost of services                           14,520             ---               ---                14,520 
                                       ----------        ----------        ----------          ----------
  Total Cost of Sales                      36,005            11,994               (35)             47,964 
                                       ----------        ----------        ----------          ----------
  Gross Profit                             14,995             3,719               (31)             18,683 

Engineering and development                   892             4,785             ---                 5,677 
Selling, general and administrative         6,211             4,607             ---                10,818 
Amortization of goodwill                      534             ---                  88 (B)             622 
                                       ----------        ----------        ----------          ----------
  Operating Income                          7,358            (5,673)             (119)              1,566

Interest and other income                     485             ---               ---                   485
Interest and other expense                   (319)             (438)            ---                  (757)
                                       ----------        ----------        ----------          ----------
  Income Before Income Taxes                7,524            (6,111)             (199)              1,294

Income taxes                                  745                47              (642)(C)             150
                                       ----------        ----------        ----------          ----------
  Net Income                           $    6,779        $   (6,158)       $      523          $    1,444
                                       ==========        ==========        ==========          ==========


Net Income Per Common Share:           $      .46                                              $      .10 (D)
                                       ==========                                              ==========
Weighted Average Shares Outstanding:       14,424                                                  14,849 (D)
                                       ==========                                              ==========



<FN>
Notes to Pro Forma Consolidated Statements of  Operations  for  the  Year  Ended
December 31, 1996

(A) Eliminate intercompany sales and related cost of sales.

(B)  Amortization of unallocated  excess purchase price over net assets acquired
over 15 years.

(C) Adjust tax provision for the benefit of the loss  incurred  by  ATI  and pro
forma adjustments.

(D) Represents fully diluted earnings per share,  including  shares  of  Company
common  stock  issued  to the shareholders of ATI.


</FN>
</TABLE>

<PAGE>



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

         2.1      Agreement and Plan of Merger by and among World Access,  Inc.,
                  Cellular  Infrastructure  Supply, Inc., Advanced TechCom, Inc.
                  and Ernest H. Lin dated as of December 24, 1997.

         10.1     Employment  Agreement  dated as of  January  29, 1998  by  and
                  among World Access, Inc., Cellular Infrastructure Supply, Inc.
                  and Ernest H. Lin.

         10.2     Escrow  Agreement  dated as of January  29,  1998 by and among
                  World Access,  Inc.,  Cellular  Infrastructure  Supply,  Inc.,
                  Ernest H. Lin,  individually and as  attorney-in-fact  for the
                  former ATI stockholders, and Cauthen & Feldman, P.A.

         10.3     Registration  Rights Agreement dated as of January 29, 1998 by
                  and among World Access,  Inc. and Ernest H. Lin,  individually
                  and as attorney-in-fact for the former ATI stockholders.

         10.4     Non-Competition  and   Non-Disclosure  Agreement  dated  as of
                  January  29, 1998 by and  among  World  Access, Inc., Cellular
                  Infrastructure Supply, Inc. and Ernest H. Lin.

         23.1     Consent of Deloitte & Touche LLP

         99.1     Press Release issued on January 30, 1998.


<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 February 13, 1998








<PAGE>
EXHIBIT 2.1


                          AGREEMENT AND PLAN OF MERGER


                                  by and among



                             WORLD ACCESS, INC. and
                      CELLULAR INFRASTRUCTURE SUPPLY, INC.



                                       and




                                  ERNEST H. LIN


                                       and


                             ADVANCED TECHCOM, INC.



                             As of December 24, 1997





<PAGE>






                                       iii

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1.        THE MERGER.................................................  1

     SECTION 1.1.           Surviving Corporation............................  1
     SECTION 1.2.           Certificate of Incorporation.....................  1
     SECTION 1.3.           Bylaws...........................................  1
     SECTION 1.4.           Directors........................................  2
     SECTION 1.5.           Officers.........................................  2
     SECTION 1.6.           Effective Time...................................  2

ARTICLE 2.        CONVERSION OF SHARES.......................................  2

     SECTION 2.1.           ATI Capital Stock................................  2
     SECTION 2.2.           Fractional Shares................................  3
     SECTION 2.3.           Exchange of ATI Stock............................  4

ARTICLE 3.        REPRESENTATIONS AND WARRANTIES OF ATI......................  5

     SECTION 3.1.           Organization.....................................  5
     SECTION 3.2.           Authorization....................................  5
     SECTION 3.3.           Absence of Restrictions and Conflicts............  6
     SECTION 3.4.           Capitalization; Ownership of ATI Capital Stock...  6
     SECTION 3.5.           Financial Statements.............................  7
     SECTION 3.6.           Absence of Certain Changes.......................  7
     SECTION 3.7.           Legal Proceedings................................  8
     SECTION 3.8.           Compliance with Law..............................  9
     SECTION 3.9.           ATI Material Contracts...........................  9
     SECTION 3.10.          ATI Customer Contract............................ 10
     SECTION 3.11.          Tax Returns; Taxes............................... 10
     SECTION 3.12.          Officers, Directors and Employees................ 11
     SECTION 3.13.          ATI Employee Benefit Plans....................... 11
     SECTION 3.14.          Labor Relations.................................. 15
     SECTION 3.15.          Insurance........................................ 15
     SECTION 3.16.          Title to Properties and Related Matters.......... 15
     SECTION 3.17.          Environmental Matters............................ 16
     SECTION 3.18.          Patents, Trademarks, Trade Names................. 16
     SECTION 3.19.          Transactions with Affiliates..................... 17
     SECTION 3.20.          Brokers, Finders and Investment Bankers.......... 17

ARTICLE 4.        REPRESENTATIONS AND WARRANTIES OF PARENT................... 17

     SECTION 4.1.           Organization..................................... 17
     SECTION 4.2.           Authorization.................................... 18
     SECTION 4.3.           Absence of Restrictions and Conflicts............ 18
     SECTION 4.4.           Capitalization of Parent and Ownership 
                              of Merger Sub.................................. 19
     SECTION 4.5.           Financial Statements............................. 19
     SECTION 4.6.           Absence of Certain Changes....................... 19
     SECTION 4.7.           Legal Proceedings................................ 20
     SECTION 4.8.           Compliance with Law.............................. 20
     SECTION 4.9.           Tax Returns; Taxes............................... 21
     SECTION 4.10.          Parent SEC Reports............................... 21
     SECTION 4.11.          Transactions with Affiliates..................... 21

ARTICLE 5.        CERTAIN COVENANTS AND AGREEMENTS........................... 22

     SECTION 5.1.           Conduct of Business by ATI....................... 22
     SECTION 5.2.           Inspection and Access to Information............. 24
     SECTION 5.3.           No Solicitation; Acquisition Proposals........... 24
     SECTION 5.4.           Reasonable Efforts; Further 
                              Assurances; Cooperation........................ 25
     SECTION 5.5.           Public Announcements............................. 26
     SECTION 5.6.           Supplements to Disclosure Letters................ 26
     SECTION 5.7.           Continuation of Business......................... 27
     SECTION 5.8.           Stockholder Matters.............................. 27
     SECTION 5.9.           Indemnification Against Certain Liabilities...... 27

ARTICLE 6.        OTHER MATTERS.............................................. 27

     SECTION 6.1.           Conditions to Each Party's Obligations........... 27
     SECTION 6.2.           Conditions to Obligations of Parent 
                              and Merger Sub................................. 27
     SECTION 6.3.           Conditions to Obligations of ATI................. 30

ARTICLE 7.        CLOSING.................................................... 32

ARTICLE 8.        TERMINATION................................................ 32

     SECTION 8.1.           Termination and Abandonment...................... 32
     SECTION 8.2.           Specific Performance and Other Remedies.......... 33
     SECTION 8.3.           Effect of Termination............................ 33

ARTICLE 9.        INDEMNIFICATION............................................ 34

     SECTION 9.1.           Definitions...................................... 34
     SECTION 9.2.           Agreement of ATI Indemnitors to Indemnify........ 35
     SECTION 9.3.           Agreement of Parent Indemnitors to Indemnify..... 35
     SECTION 9.4.           Procedures for Indemnification................... 36
     SECTION 9.5.           Third Party Claims............................... 37
     SECTION 9.6.           Rights and Remedies Exclusive.................... 38
     SECTION 9.7.           Survival......................................... 38
     SECTION 9.8.           Time Limitations................................. 39
     SECTION 9.9.           Limitations as to Amount Payable 
                              by ATI Indemnitors............................. 39
     SECTION 9.10.          Limitations as to Amount Payable by Parent 
                              and Surviving Corporation...................... 40
     SECTION 9.11.          Subrogation...................................... 40
     SECTION 9.12.          Appointment of ATI Indemnitors Representative.... 40
     SECTION 9.13.          Payment.......................................... 41

ARTICLE 10.            MISCELLANEOUS PROVISIONS.............................. 41

     SECTION 10.1.          Notices.......................................... 41
     SECTION 10.2.          Disclosure Letters and Exhibits.................. 42
     SECTION 10.3.          Assignment; Successors in Interest............... 42
     SECTION 10.4.          Number; Gender................................... 42
     SECTION 10.5.          Captions......................................... 42
     SECTION 10.6.          Controlling Law; Jurisdiction; 
                              Integration; Amendment......................... 43
     SECTION 10.7.          Knowledge........................................ 43
     SECTION 10.8.          Severability..................................... 43
     SECTION 10.9.          Counterparts..................................... 43
     SECTION 10.10.         Enforcement of Certain Rights.................... 43
     SECTION 10.11.         Waiver........................................... 43
     SECTION 10.12.         Fees and Expenses................................ 44


EXHIBITS

Exhibit 2.1(b)         Escrow Agreement
Exhibit 6.2(h)         Employment Agreement
Exhibit 6.2(i)         Non-Competition Agreement
Exhibit 6.2(o)         Registration Rights Agreement
Exhibit 6.2(m)         List of Certain Stockholders


<PAGE>




                          AGREEMENT AND PLAN OF MERGER


         THIS  AGREEMENT AND PLAN OF MERGER,  dated as of December 24, 1997 (the
"Agreement"),   by  and  among  WORLD  ACCESS,   INC.,  a  Delaware  corporation
("Parent"),  CELLULAR  INFRASTRUCTURE SUPPLY, INC., a Delaware corporation and a
wholly owned  subsidiary of Parent ("Merger  Sub"),  ADVANCED  TECHCOM,  INC., a
Delaware  corporation  ("ATI"), and ERNEST H. LIN, an individual resident of the
Commonwealth of Massachusetts (the "Signing Stockholder").

                              W I T N E S S E T H:

         WHEREAS,  the respective Boards of Directors of Parent,  Merger Sub and
ATI each have approved this  Agreement and the merger (the "Merger") of ATI with
and into  Merger  Sub upon the  terms and  conditions  contained  herein  and in
accordance with the General  Corporation Law of the State of Delaware  ("DGCL");
and

         WHEREAS, the parties desire to make certain representations, warranties
and  agreements  in  connection  with the Merger  and also to set forth  certain
conditions thereto.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and  agreements  set forth herein,  the parties hereto hereby agree as
follows:


                                   ARTICLE 1.
                                   THE MERGER

     SECTION  1.1.Surviving  Corporation.  Subject  to the  provisions  of  this
Agreement and the DGCL,  at the Effective  Time (as  hereinafter  defined),  ATI
shall be merged with and into Merger Sub and the separate corporate existence of
ATI shall cease.  Merger Sub shall be the  surviving  corporation  in the Merger
(hereinafter  sometimes called the "Surviving  Corporation")  and shall continue
its  corporate  existence  under the laws of the State of  Delaware.  The Merger
shall have the effect set forth in Section 259 of the DGCL,  which,  among other
things,  shall result in the Surviving  Corporation  assuming the liabilities of
ATI by operation of merger.

     SECTION 1.2.Certificate of Incorporation.  The Certificate of Incorporation
of  Merger  Sub  shall be the  Certificate  of  Incorporation  of the  Surviving
Corporation  until  thereafter duly amended in accordance with its terms and the
DGCL.

     SECTION  1.3.  Bylaws.  The Bylaws of Merger Sub shall be the Bylaws of the
Surviving  Corporation  until  thereafter  duly amended in accordance with their
terms and the DGCL.

     SECTION 1.4.  Directors.  The directors of the Surviving  Corporation shall
consist of the directors of Merger Sub  immediately  prior to the Effective Time
and the  Signing  Stockholder  shall be elected as a director  of the  Surviving
Corporation at the Effective Time, and all such directors shall hold office from
the  Effective  Time until  their  respective  successors  are duly  elected and
qualified.

     SECTION 1.5.  Officers.  The officers of the  Surviving  Corporation  shall
consist of the officers of Merger Sub  immediately  prior to the Effective Time,
such  officers  to hold office from the  Effective  Time until their  respective
successors are duly elected and qualified.

     SECTION 1.6.  Effective  Time. The parties hereto shall cause a Certificate
of Merger meeting the requirements of the DGCL (the  "Certificate of Merger") to
be properly executed and filed on the Closing Date (as hereinafter defined) with
the  Secretary  of State of the  State of  Delaware.  The  Merger  shall  become
effective as of the date of the filing of the properly  executed  Certificate of
Merger.  The date and time when the Merger becomes  effective is herein referred
to as the effective time (the "Effective Time").


                                   ARTICLE 2.
                              CONVERSION OF SHARES

     SECTION 2.1. ATI Capital Stock.  As of the Effective Time, by virtue of the
Merger and without any action on the part of any holder thereof:

     (a)  Subject  to  Section  2.2,  (i)  all of the  shares  of the  Series  A
Convertible  Preferred  Stock,  $.10 par value per share,  of ATI ("ATI  Stock")
issued and  outstanding  immediately  prior to the  Effective  Time  (other than
shares of ATI Stock  held in  treasury  or shares of ATI Stock  held by  Parent)
shall be  converted  into the  right  to  receive  the  following  (the  "Merger
Consideration"):  (A) a number of shares of Parent common stock,  $.01 par value
per  share  (the  "Parent  Common  Stock"),  equal to (x)  $10,000,000  less the
expenses of the ATI Stockholders (as hereinafter defined) incurred in connection
with the Merger in excess of $50,000  divided by (y) the Average  Closing  Price
(as  hereinafter  defined)  (the "Parent  Shares"),  which Parent Shares will be
issued to the holders of ATI Stock (each a "Stockholder" and, collectively,  the
"Stockholders")  in the manner  contemplated by Section 2.3; and (B) a number of
shares of Parent Common Stock equal to $5,000,000 divided by the Average Closing
Price,  which shares of Parent Common Stock will be deposited and held in escrow
pursuant to Section  2.1(b)  below (the  "Escrow  Shares");  and (ii) all of the
shares of the Common  Stock,  $.10 par value per share,  of ATI (the "ATI Common
Stock") issued and  outstanding  immediately  prior to the Effective Time (other
than shares of ATI Common  Stock held in treasury or shares of ATI Common  Stock
held by Parent) shall be converted into the right to receive $.01 per share.  At
the Closing, each Stockholder shall be entitled to that portion of the aggregate
Merger   Consideration  as  it  relates  to  the  proportion  of  the  aggregate
liquidation preference of such Stockholder's ATI Stock relative to the aggregate
liquidation  preference  of the ATI Stock,  and each holder of ATI Common  Stock
(each  an  "ATI  Common   Stockholder"  and,   collectively,   the  "ATI  Common
Stockholders" and, together with the Stockholders, the "ATI Stockholders") shall
be entitled to a cash  payment  equal to the  aggregate  number of shares of ATI
Common  Stock held by him  multiplied  by $.01.  For purposes  hereof,  "Average
Closing Price" shall mean the arithmetic  average of the daily closing price per
share, rounded to four decimal places, of the Parent Common Stock as reported on
the Nasdaq National Market for each of the trading days in the period commencing
on (and  including)  October  27, 1997 and ending on the trading day that occurs
two trading days prior to (and not including)  the Closing Date (as  hereinafter
defined).

     (b) The  Escrow  Shares  shall be  deposited  with  the  Escrow  Agent  (as
hereinafter defined) within five (5) business days of the Closing to be held and
distributed  pursuant to the terms of an Escrow Agreement by and between Parent,
Merger Sub,  the  Stockholders  and Cauthen & Feldman,  as the escrow agent (the
"Escrow  Agent"),  substantially  in the form attached  hereto as Exhibit 2.1(b)
(the "Escrow Agreement").

     (c) Each share of common  stock,  par value  $.01 per share,  of Merger Sub
that is issued and  outstanding  immediately  prior to the Effective  Time shall
remain  outstanding and shall be unchanged after the Merger, all of which shares
have been issued to Parent and constitute the only outstanding shares of capital
stock of the Surviving Corporation.

     (d) Each share of the ATI Stock or ATI Common Stock issued and  outstanding
immediately prior to the Effective Time that is then held in the treasury of ATI
shall be canceled and retired and all rights in respect  thereof  shall cease to
exist, without any conversion thereof or payment of any consideration therefor.

     (e) Each warrant,  stock option or other right,  if any, to purchase shares
of ATI Stock or ATI Common Stock issued and outstanding immediately prior to the
Effective Time shall be canceled  (whether or not such warrant,  option or other
right is then  exercisable),  and the holder of each stock  option  issued under
ATI's 1995 Stock  Option Plan,  as amended,  shall be entitled to a cash payment
from the Parent in an amount equal to the product of (i) $1.00 less the exercise
price for the option held by such holder,  multiplied by (ii) the maximum number
of shares of ATI Common  Stock such Holder  would be  entitled  to receive  upon
exercise of such option if so exercised on December 31, 1997; provided, however,
that any  payment  to be made to the  Signing  Stockholder  as a result  of this
Section  2.1(e)  shall be made by Parent  by  delivering  cash in the  amount of
one-half of such  payment and shares of Parent  Common Stock having an aggregate
value (valued at the Average Closing Price) equal to one-half of such payment.

     SECTION 2.2.  Fractional  Shares.  No scrip or fractional  shares of Parent
Common Stock shall be issued in the Merger.  In lieu  thereof,  if a Stockholder
would otherwise have been entitled to a fractional  share of Parent Common Stock
hereunder,  then such Stockholder shall be entitled,  after the later of (a) the
Effective  Time or (b) the surrender of his  certificate(s)  that represent such
shares of ATI Stock,  to receive  from  Parent an amount in cash in lieu of such
fractional share, based on a value per share of Parent Common Stock equal to the
Average Closing Price.

     SECTION 2.3. Exchange of ATI Stock

     (a)  Exchange.  From and after  the  Effective  Time,  upon  exchange  of a
certificate  or  certificates   which  immediately   prior  thereto   represents
outstanding  shares of ATI Stock,  a  Stockholder  shall be entitled to receive,
upon surrender to Parent of such  certificate or  certificates  duly endorsed in
blank,  one or more  certificates  as  requested by such  Stockholder  (properly
issued, executed and countersigned,  as appropriate) representing that number of
whole shares of Parent Common Stock to which such Stockholder  shall have become
entitled  pursuant  to  the  provisions  of  Section  2.1(a)(i)(A)  and a  check
representing the aggregate cash  consideration  to which such Stockholder  shall
have  become  entitled  as to any  fractional  share,  and  upon  exchange  of a
certificate or certificates which immediately prior thereto represents shares of
ATI Common Stock, an ATI Common  Stockholder shall be entitled to receive,  upon
surrender to Parent of such certificate or certificates  duly endorsed in blank,
a check  representing the aggregate cash  consideration to which such ATI Common
Stockholder shall have become entitled pursuant to Section 2.1(a)(ii) above, and
all of the  certificate  or  certificates  so  surrendered  shall  forthwith  be
canceled.  No  interest  will be paid or  accrued on the cash  payable  upon the
surrender of any  certificate.  No portion of the  consideration  to be received
pursuant  to Sections  2.1 and 2.2 upon  exchange  of a  certificate  (whether a
certificate  representing shares of Parent Common Stock or by check representing
any cash  payable  hereunder)  may be issued or paid to a person  other than the
person  in whose  name the  certificate  surrendered  in  exchange  therefor  is
registered.  From the  Effective  Time until  surrender in  accordance  with the
provisions  of this  Section  2.3,  each  certificate  shall  represent  for all
purposes  only the right to receive the  consideration  provided in Sections 2.1
and 2.2. All payments in respect of shares of ATI Stock or ATI Common Stock that
are made in  accordance  with the terms hereof shall be deemed to have been made
in full satisfaction of all rights pertaining to such securities.

     (b)  Lost  Certificates.  In the  case  of any  lost,  mislaid,  stolen  or
destroyed  certificate,  the ATI  Stockholder  may be  required,  as a condition
precedent  to delivery to the  Stockholder  of the  consideration  described  in
Sections 2.1 and 2.2, to deliver to Parent a satisfactory indemnity agreement as
Parent may direct as indemnity against any claim that may be made against Parent
or the Surviving  Corporation  with respect to the  certificate  alleged to have
been lost, mislaid, stolen or destroyed.

     (c) No Transfers  After Effective  Time.  After the Effective  Time,  there
shall be no transfers on the stock transfer  books of the Surviving  Corporation
of the shares of ATI Stock or ATI Common Stock that were outstanding immediately
prior  to the  Effective  Time.  If,  after  the  Effective  Time,  certificates
representing  the ATI  Stock  or the  ATI  Common  Stock  are  presented  to the
Surviving Corporation for transfer, they shall be canceled and exchanged for the
consideration described in Sections 2.1 and 2.2.

     (d) Unclaimed Shares or Cash. Any shares of Parent Common Stock or cash due
former  stockholders of ATI pursuant to Sections 2.1 and 2.2 hereof that remains
unclaimed by such former  stockholders  for six months after the Effective  Time
shall be held by Parent,  and any former holder of ATI Stock or ATI Common Stock
who has not theretofore  complied with Section 2.3 (a) and (b) shall  thereafter
look only to Parent for issuance of the number of shares of Parent  Common Stock
and other consideration to which such holder has become entitled pursuant to the
provisions of Sections 2.1 and 2.2; provided,  however,  that neither Parent nor
any party  hereto  shall be liable to a former  holder of shares of ATI Stock or
ATI  Common  Stock  for any  amount  required  to be paid to a  public  official
pursuant to any applicable abandoned property, escheat or similar law.


                                   ARTICLE 3.
                      REPRESENTATIONS AND WARRANTIES OF ATI

         With such exceptions, if any, as may be set forth in a letter (the "ATI
Disclosure  Letter") to be delivered by ATI to Parent on or before  December 31,
1997, ATI hereby represents and warrants to Parent as follows:

     SECTION  3.1.  Organization.   Each  of  ATI  and  its  subsidiaries  is  a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation  and has all requisite  corporate power and
authority to own,  lease and operate its  respective  properties and to carry on
its business as now being  conducted.  Each of ATI and its  subsidiaries is duly
qualified  to  transact  business,  and  is  in  good  standing,  as  a  foreign
corporation or branch of a foreign  corporation in each  jurisdiction  where the
character  of its  activities  requires  such  qualification,  except  where the
failure to so qualify  would not have a material  adverse  effect on its assets,
liabilities,  results of operations,  financial condition or business of ATI and
its  subsidiaries  taken  as a  whole.  Each  of ATI and  its  subsidiaries  has
heretofore  made  available  to  Parent  accurate  and  complete  copies  of its
Certificate of Incorporation  and Bylaws,  as currently in effect,  and has made
available  to Parent its  respective  minute  books and stock  records.  The ATI
Disclosure Letter contains a true and correct list of the jurisdictions in which
ATI and its subsidiaries  are qualified to do business as a foreign  corporation
or branch of a foreign corporation.

     SECTION 3.2. Authorization.  ATI and the Signing Stockholder each have full
power and  authority to execute and deliver this  Agreement and to perform their
respective  obligations  hereunder  and to  consummate  the Merger and the other
transactions   contemplated   hereby.   Subject  to  the  approval  of  the  ATI
Stockholders,  the  execution  and  delivery  of this  Agreement  by ATI and the
performance  by ATI of its  obligations  hereunder and the  consummation  of the
Merger and the other transactions provided for herein have been duly and validly
authorized by all necessary corporate action on its part. The Board of Directors
of ATI has approved the  execution,  delivery and  performance of this Agreement
and the  consummation  of the  Merger  and the other  transactions  contemplated
hereby.  Subject to the receipt of the  approval of the ATI  Stockholders,  this
Agreement  has  been  duly  executed  and  delivered  by  ATI  and  the  Signing
Stockholder,  and  constitutes  the valid and binding  agreement  of ATI and the
Signing  Stockholder,  enforceable  against each of them in accordance  with its
terms,  subject to  applicable  bankruptcy,  insolvency  and other  similar laws
affecting the  enforceability of creditors' rights generally,  general equitable
principles and the discretion of courts in granting equitable remedies.

     SECTION 3.3. Absence of Restrictions and Conflicts. The execution, delivery
and performance of this Agreement,  the consummation of the Merger and the other
transactions   contemplated  by  this  Agreement  and  the  fulfillment  of  and
compliance  with the terms and conditions of this Agreement do not and will not,
with the  passing of time or the giving of notice or both,  violate or  conflict
with,  constitute  a  breach  of or  default  under,  result  in the loss of any
material benefit under, or permit the acceleration of any obligation  under, (i)
any term or provision of the  Certificate of  Incorporation  or Bylaws of ATI or
its  subsidiaries,  (ii) to the best knowledge of ATI, any ATI Material Contract
(as  hereinafter  defined),  (iii) to the best  knowledge of ATI, any  judgment,
decree or order of any court or  governmental  authority or agency to which ATI,
its  subsidiaries  or the Signing  Stockholder  is a party or by which ATI,  its
subsidiaries or such person or any of their  respective  properties is bound, or
(iv) to the  best  knowledge  of  ATI,  any  statute,  law,  regulation  or rule
applicable  to ATI, so as to have in the case of  subsections  (ii) through (iv)
above,  a  material  adverse  effect  on the  assets,  liabilities,  results  of
operations, financial condition, business of ATI and its subsidiaries taken as a
whole.  Except for the filing and recordation of the  Certificate of Merger,  no
consent,  approval,  order or authorization of, or registration,  declaration or
filing with, any governmental  agency or public or regulatory unit, agency, body
or authority with respect to ATI, its subsidiaries or the Signing Stockholder is
required in  connection  with the  execution,  delivery or  performance  of this
Agreement  by  ATI  or  such  person  or the  consummation  of the  transactions
contemplated  by this Agreement by ATI, the failure to obtain which would have a
material  adverse  effect upon the assets,  liabilities,  results of operations,
financial condition, business of ATI and its subsidiaries taken as a whole.

     SECTION 3.4. Capitalization; Ownership of ATI Capital Stock

     (a)  Capitalization.  The  authorized  capital stock of ATI consists of (i)
25,000,000 shares of ATI Common Stock, of which, as of the date hereof,  354,766
shares  are  issued and  outstanding  and  1,200,000  shares  are  reserved  for
issuance,  upon exercise of outstanding options to purchase such stock, and (ii)
20,000,000  shares of  preferred  stock,  par  value  $.10 per  share,  of which
15,000,000  shares have been  designated as the ATI Stock,  of which,  as of the
date  hereof,  11,243,219.03  shares are issued and  outstanding.  Each share of
capital  stock  of ATI  which  is  outstanding  as of the  date  hereof  is duly
authorized,  validly issued, fully paid and nonassessable and free of preemptive
rights.  Except as  indicated  in  Section  3.4(a) or except as set forth in the
Disclosure Letter, there are no shares of capital stock of ATI outstanding,  and
there are no subscriptions,  options,  convertible  securities,  calls,  rights,
warrants or other  agreements,  claims or commitments  of any nature  whatsoever
obligating ATI or any of its subsidiaries to issue,  transfer,  deliver or sell,
or cause to be issued, transferred,  delivered or sold, additional shares of the
capital  stock  or  other  securities  of  ATI or  obligating  ATI or any of its
subsidiaries to grant, extend or enter into any such agreement or commitment.

     (b) Ownership. The ATI Stockholders are the record and beneficial owners of
all shares of ATI Stock or ATI Common Stock to be exchanged  pursuant to Section
2.3 and their  relative share  ownership is set forth in the Disclosure  Letter,
and,  at the  Closing,  the ATI  Stockholders  will own all such shares free and
clear of any liens, claims, options, charges, encumbrances or rights of others.

     (c) Capital Stock of ATI Subsidiaries. The ATI Disclosure Letter sets forth
a true,  correct and complete list of all its subsidiaries,  the jurisdiction in
which each is  incorporated  or  organized,  and all shares of capital  stock or
other  ownership  interests  authorized,  issued  and  outstanding  of each such
subsidiary. The outstanding shares of capital stock or other equity interests of
each such subsidiary  have been duly  authorized and are validly  issued,  fully
paid and nonassessable. All shares of capital stock or other equity interests of
each such subsidiary  owned by ATI or any of its  subsidiaries  are set forth in
the ATI Disclosure  Letter and are owned by ATI,  either directly or indirectly,
free and clear of all liens, claims, options, charges, encumbrances or rights of
others.

     SECTION 3.5.  Financial  Statements.  ATI has made  available to Parent the
audited  consolidated  balance sheets of ATI and its subsidiaries as of December
31, 1994, 1995 and 1996, and the related statements of operations, stockholders'
equity and cash  flows for the fiscal  years  then  ended,  including  the notes
thereto,   and  the  unaudited   consolidated  balance  sheet  of  ATI  and  its
subsidiaries  as of November 30, 1997 and the related  statement of  operations,
stockholders'  equity  and cash flow for the  eleven-month  period  then  ended,
including the notes  thereto.  All of the  foregoing  financial  statements  are
hereinafter collectively referred to as the "ATI Financial Statements",  and the
balance  sheet as of November 30, 1997 is  hereinafter  referred to as the "1997
Balance Sheet". The ATI Financial Statements are complete and correct, have been
prepared  from,  and are in  accordance  with,  the books and records of ATI and
present  fairly the financial  position and results of operations of ATI and its
subsidiaries  as of the dates  and for the  periods  indicated,  in each case in
conformity with generally accepted accounting principles,  consistently applied.
As of the Closing Date,  ATI shall have no liability or obligation of any nature
whatsoever,  whether accrued, absolute,  contingent or otherwise, other than (x)
current   liabilities  and  obligations  which  are  recurring  in  nature,  (y)
liabilities  and obligations  reflected and adequately  provided for on the 1997
Balance Sheet and (z) liabilities and obligations arising in the ordinary course
of business of ATI and its subsidiaries,  or in connection with the transactions
contemplated  hereby,  since  the  date  of the  1997  Balance  Sheet.  The  ATI
Disclosure Letter sets forth a true and complete list of all loss  contingencies
(within the meaning of Statement of Financial Accounting Standards No. 5) of ATI
exceeding  $30,000 in the case of any single loss contingency or $100,000 in the
case of all loss contingencies.

     SECTION 3.6. Absence of Certain Changes

     (a)  Certain  Financial  Matters;Property;Dividends.  Since the date of the
1997 Balance  Sheet,  there has not been (i) any material  adverse change in the
assets, liabilities,  results of operations,  financial condition or business of
ATI and its subsidiaries taken as a whole, (ii) any damage, destruction, loss or
casualty  to  property  or assets  of ATI or its  subsidiaries,  whether  or not
covered by insurance, which property or assets are material to its operations or
business,  (iii) any  declaration,  setting  aside or payment of any dividend or
distribution  (whether  in cash,  stock or  property)  in respect of the capital
stock  of ATI,  or any  redemption  or  other  acquisition  by ATI of any of the
capital stock of ATI or any split,  combination or reclassification of shares of
capital  stock  declared or made by ATI, or (iv) any  agreement to do any of the
foregoing.

     (b) Other Changes. Since the date of the 1997 Balance Sheet, there have not
been (i) any  material  losses  suffered  other than in the  ordinary  course of
business,  (ii) any material  assets  mortgaged,  pledged or made subject to any
lien, charge or other  encumbrance,  (iii) any material  liability or obligation
(absolute, accrued or contingent) incurred or any material bad debt, contingency
or other reserve increase  suffered,  except, in each such case, in the ordinary
course of business and consistent with past practice,  (iv) any material claims,
liabilities or obligations (absolute, accrued or contingent) paid, discharged or
satisfied,  other than the payment,  discharge or satisfaction,  in the ordinary
course of business and consistent with past practice, of claims, liabilities and
obligations  reflected or reserved  against in the ATI  Financial  Statements or
incurred in the ordinary  course of business and  consistent  with past practice
since the date of the ATI  Financial  Statements,  (v) any material  guarantees,
checks,  notes or  accounts  receivable  written  off as  uncollectible,  except
write-offs in the ordinary course of business and consistent with past practice,
(vi) any write down of the value of any asset or  investment  on ATI's  books or
records,  except for depreciation and amortization  taken in the ordinary course
of business and consistent  with past practice,  (vii) any  cancellation  of any
material debts or waiver of any material claims or rights of substantial  value,
or sale,  transfer or other  disposition  of any material  properties  or assets
(real,  personal or mixed, tangible or intangible) of substantial value, except,
in each such case,  in  transactions  in the  ordinary  course of  business  and
consistent  with past  practice and which in any event do not exceed  $10,000 in
the aggregate,  (viii) any single capital expenditure or commitment in excess of
$10,000  for   additions  to  property  or  equipment,   or  aggregate   capital
expenditures  and  commitments in excess of $20,000 for additions to property or
equipment,  (ix)  any  material  transactions  entered  into  other  than in the
ordinary course of business,  (x) any agreements to do any of the foregoing,  or
(xi) any other events, developments or conditions of any character that have had
or are  reasonably  likely to have a  material  adverse  effect  on the  assets,
liabilities,  results of operations,  financial condition or business of ATI and
its subsidiaries taken as a whole.

     SECTION  3.7.  Legal  Proceedings.  There  are no suits,  actions,  claims,
proceedings  or  investigations  pending  or,  to the  best  knowledge  of  ATI,
threatened against,  relating to or involving ATI or any of its subsidiaries (or
any of their respective  officers or directors) before any court,  arbitrator or
administrative or governmental body, which, if finally determined adversely, are
reasonably likely,  individually or in the aggregate, to have a material adverse
effect on the assets, liabilities,  results of operations,  financial condition,
business of ATI and its subsidiaries taken as a whole. All pending or threatened
suits, actions,  claims,  proceedings or investigations relating to or involving
ATI  or any of  its  subsidiaries  (or  any  of  their  respective  officers  or
directors)  before any court,  arbitrator or administrative or governmental body
are  adequately  provided  for in the  1997  Balance  Sheet in  accordance  with
generally  accepted   accounting   principles.   Neither  ATI  nor  any  of  its
subsidiaries is subject to any judgment,  decree,  injunction,  rule or order of
any  court  nor  is  either  ATI  or any  of  its  subsidiaries  subject  to any
governmental  restriction  applicable to it, which is  reasonably  likely (a) to
have  a  material  adverse  effect  on  the  assets,  liabilities,   results  of
operations, financial condition or business of ATI and its subsidiaries taken as
a whole,  or (b) to cause a  material  limitation  on the  ability  of Parent to
operate the business of ATI after the Closing.

     SECTION 3.8.  Compliance with Law. Each of ATI and its subsidiaries has all
material  authorizations,  approvals,  licenses  and  orders  of  and  from  all
governmental  and  regulatory  officers  and  bodies  necessary  to carry on its
business  as it is  currently  being  conducted,  to own or hold under lease the
properties  and assets it owns or holds  under  lease and to perform  all of its
obligations under the agreements to which it is a party, and each of ATI and its
subsidiaries has been and is in compliance with all applicable laws, regulations
and  administrative  orders  of any  country,  state or  municipality  or of any
subdivision  thereof to which its business or its employment of labor or its use
or occupancy  of  properties  or any part  thereof are  subject,  the failure to
obtain or the violation of which would have a material  adverse  effect upon its
assets, liabilities,  results of operations,  financial condition or business of
ATI and its subsidiaries taken as a whole.

     SECTION 3.9. ATI Material  Contracts.  The ATI Disclosure Letter contains a
correct and complete list of the following  (hereinafter referred to as the "ATI
Material Contracts"):

     (a) all bonds,  debentures,  notes, mortgages,  indentures or guarantees to
which  ATI  or any  of  its  subsidiaries  is a  party  or by  which  any of its
properties or assets (real, personal or mixed, tangible or intangible) is bound;

     (b) all material leases to which ATI or any of its  subsidiaries is a party
or by which any of their  respective  properties  or assets  (real,  personal or
mixed, tangible or intangible) is bound;

     (c) all  loans and  credit  commitments  to ATI or any of its  subsidiaries
which are outstanding, together with a brief description of such commitments and
the name of each financial institution granting the same;

     (d) all contracts or  agreements  which limit or restrict ATI or any of its
subsidiaries  from  engaging  in any  business in any  jurisdiction  or limit or
restrict  others  from  competing  with  ATI or any of its  subsidiaries  in any
jurisdiction;

     (e) all agreements and documentation evidencing currently outstanding loans
or  advances  made  by ATI or any of its  subsidiaries  to or on  behalf  of its
customers; and

     (f) all existing  contracts and commitments  (other than those described in
subparagraphs  (a),  (b),  (c), (d) or (e) of this Section 3.9, the ATI Customer
Contracts (as hereinafter  defined)),  and the ATI Benefit Plans (as hereinafter
defined)  to which ATI or any of its  subsidiaries  is a party or by which their
respective  properties or assets may be bound involving an annual  commitment or
annual payment by any party thereto of more than $25,000 individually,  or which
have a fixed term  extending  more than  twelve (12) months from the date hereof
and which  involve a total  commitment  or payment by any party  thereto of more
than $50,000.

              To the best knowledge of ATI, true and complete  copies of all ATI
Material Contracts,  including all amendments thereto,  have been made available
to Parent.  The ATI Material  Contracts are valid and  enforceable in accordance
with their  respective  terms with respect to ATI and valid and  enforceable  in
accordance with their  respective terms with respect to any other party thereto,
in each case to the extent  material to the business and  operations of ATI, and
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforceability of creditors' rights generally,  general equitable principles
and the discretion of courts in granting equitable  remedies.  Except for events
or occurrences,  the  consequences  of which,  individually or in the aggregate,
would not have a material adverse effect on the assets, liabilities,  results of
operations, financial condition or business of ATI and its subsidiaries taken as
a whole,  there is not  under any of the ATI  Material  Contracts  any  existing
breach, default or event of default by ATI or event that with notice or lapse of
time or both would constitute a breach,  default or event of default by ATI, nor
does ATI know of,  and ATI has not  received  notice  of,  or made a claim  with
respect to, any breach or default by any other party thereto.

     SECTION 3.10. ATI Customer Contract. The ATI Disclosure Letter sets forth a
true and complete list of all  agreements or contracts  pursuant to which ATI or
any of its subsidiaries provides goods or services to their respective customers
(the "ATI Customer Contracts"). Neither ATI nor any of its subsidiaries provides
goods or  services  to their  respective  customers  pursuant  to verbal or oral
agreements  or  contracts.  The ATI  Disclosure  Letter  sets  forth a true  and
complete  list of all customers of ATI which the  management  of ATI  reasonably
believes in good faith may terminate  their  contracts  with ATI or may assert a
claim for damages against ATI as a result of a default by ATI of its obligations
under such  contract or for any other reason,  other than customer  terminations
arising in the ordinary  course of business  consistent  with past practices and
which do not in any event in the aggregate involve annual revenues of $50,000 or
more. The execution,  delivery and  performance of this Agreement by ATI and the
Signing Stockholder and the consummation of the transactions contemplated hereby
by ATI and the Signing  Stockholder will not, with the passing of time or giving
of notice or both,  violate or conflict  with or  constitute a default  under or
give rise to a  termination  right under any ATI Customer  Contract  except such
violations,  conflicts  and  defaults  which in the  aggregate  would not have a
material  adverse  effect on the  assets,  liabilities,  results of  operations,
financial condition or business of ATI and its subsidiaries taken as a whole.

     SECTION 3.11. Tax Returns; Taxes. Each of ATI and its subsidiaries has duly
filed all federal,  state, local and foreign tax returns required to be filed by
it and has duly paid or made  adequate  provision  for the  payment of all taxes
which are due and payable pursuant to such returns or pursuant to any assessment
with respect to taxes in such  jurisdictions,  whether or not in connection with
such returns,  except for incidental interest and penalties which may be due and
payable, but which are not material in amount. The liability for taxes reflected
in the 1997 Balance  Sheet is  sufficient  for the payment of all unpaid  taxes,
whether or not  disputed,  that are accrued or  applicable  for the period ended
November  30,  1997,  and for all years and  periods  ended prior  thereto.  All
deficiencies  asserted as a result of any  examinations by the Internal  Revenue
Service ("IRS") or any other taxing  authority have been paid,  fully settled or
adequately  provided for in the 1997 Balance Sheet.  There are no pending claims
asserted for taxes of ATI or any of its  subsidiaries or outstanding  agreements
or waivers  extending the statutory  period of limitation  applicable to any tax
return of ATI or any of its  subsidiaries  for any  period.  Each of ATI and its
subsidiaries  has made all estimated  income tax deposits and all other required
tax payments or deposits and has complied for all prior  periods in all material
respects with the tax withholding  provisions of all applicable federal,  state,
local,  foreign and other laws. ATI has made available to Parent true,  complete
and correct copies of federal income tax returns of ATI and its subsidiaries for
the last three (3)  taxable  years and made  available  such  other tax  returns
requested by Parent.

     SECTION 3.12. Officers, Directors, and Employees. The ATI Disclosure Letter
contains a true and complete  list of all of the  officers and  directors of ATI
and  each of its  subsidiaries,  specifying  their  office  and  annual  rate of
compensation,  and a true and complete list of all of the employees of ATI as of
the date hereof with whom ATI has a written employment  agreement or to whom ATI
has made  verbal or oral  commitments  which are  binding  on ATI or who have an
annual rate of compensation in excess of $50,000.

     SECTION 3.13. ATI Employee Benefit Plans

     (a)  Definition of Benefit  Plans.  For purposes of this Section 3.13,  the
term "ATI Benefit  Plan" means any plan,  program,  arrangement,  fund,  policy,
practice or  contract  which,  through  which or under which ATI or an ATI ERISA
Affiliate (as hereinafter  defined)  provides  benefits or compensation to or on
behalf of employees or former  employees  of ATI or an ATI ERISA  Affiliate  (as
hereinafter  defined),  whether  formal or  informal,  whether  or not  written,
including but not limited to the following:

     (1)  Arrangements  -- any  bonus,  incentive  compensation,  stock  option,
deferred  compensation,  commission,  severance pay,  golden  parachute or other
compensation plan or rabbi trust;

     (2) ERISA Plans -- any "employee  benefit plan" (as defined in Section 3(3)
of the Employee  Retirement Income Security Act of 1974, as amended  ("ERISA")),
including,  but not limited to, any  multi-employer  plan (as defined in Section
3(37) and Section  4001(a)(3) of ERISA),  defined  benefit plan,  profit sharing
plan,  money purchase pension plan,  401(k) plan,  savings or thrift plan, stock
bonus  plan,  employee  stock  ownership  plan,  or  any  plan,  fund,  program,
arrangement  or  practice  providing  for  medical  (including   post-retirement
medical),  hospitalization,  accident,  sickness,  disability, or life insurance
benefits; and

     (3)  Other  Employee  Fringe  Benefits  -- any  stock  purchase,  vacation,
scholarship,  day care,  prepaid  legal  services,  dependent  care,  telephone,
automobile,   dependent   travel  or  other  fringe  benefit  plans,   programs,
arrangements, contracts or practices.

     (b) ATI ERISA  Affiliate.  For purposes of this Section 3.13, the term "ATI
ERISA  Affiliate"  means each trade or business  (whether  or not  incorporated)
which together with ATI is treated as a single  employer  under Section  414(b),
(c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code").

     (c)  Identification  of  Benefit  Plans.  Except  as  described  in the ATI
Disclosure Letter, ATI does not maintain,  nor has it at any time established or
maintained,  nor has it at any time been  obligated to make, or otherwise  made,
contributions to or under or otherwise participated in any ATI Benefit Plan.

     (d) MEPPA  Liability/Post-Retirement  Medical Benefits. Except as described
in the ATI Disclosure Letter, neither ATI nor any ATI ERISA Affiliate maintains,
nor  has at any  time  established  or  maintained,  nor  has at any  time  been
obligated to make, or made,  contributions to or under any multi-employer  plan.
Except as described in the ATI Disclosure Letter, ATI does not maintain, nor has
it at any time established or maintained,  nor has it at any time been obligated
to  make,  or  made,  contributions  to or under  (i) any  plan  which  provides
post-retirement  medical or health  benefits  with  respect to employees of ATI;
(ii) any organization described in Sections 501(c)(9) or 501(c)(20) of the Code;
(iii) any defined benefit pension plan or money purchase pension plan subject to
Title IV of ERISA; or (iv) any plan which provides retirement benefits in excess
of the limitations in Sections 401(a)(17),  401(k), 401(m), 402(g) or 415 of the
Code.  There is no lien  upon any  property  of ATI or any ATI  ERISA  Affiliate
outstanding  pursuant to Section  412(n) of the Code in favor of any ATI Benefit
Plan. No assets of ATI or any ATI ERISA Affiliate have been provided as security
for any ATI Benefit Plan pursuant to Section 401(a)(29) of the Code.

     (e)  Documentation.  ATI has made  available  to Parent a true and complete
copy of the following documents, if applicable, with respect to each ATI Benefit
Plan identified in the ATI Disclosure Letter:  (i) all documents,  including any
insurance  contracts  and trust  agreements,  setting forth the terms of the ATI
Benefit Plan, or if there are no such documents evidencing the ATI Benefit Plan,
a full  description  of the ATI  Benefit  Plan;  (ii)  the  ERISA  summary  plan
description and any other summary of plan provisions provided to participants or
beneficiaries for each such ATI Benefit Plan; (iii) the annual reports filed for
the most recent  three (3) plan years and most recent  financial  statements  or
periodic  accounting  of related  plan assets  with  respect to each ATI Benefit
Plan; (iv) the most recent  favorable  determination  letter,  opinion or ruling
from the IRS for each ATI Benefit  Plan,  the assets of which are held in trust,
to the effect that such trust is exempt from  federal  income tax;  and (v) each
opinion or ruling from the Department of Labor or the Pension  Benefit  Guaranty
Corporation ("PBGC") with respect to such ATI Benefit Plans.

     (f) Qualified  Status.  Except as described in the ATI  Disclosure  Letter,
each ATI Benefit Plan that is funded  through a trust or insurance  contract has
at all times satisfied in all respects,  by its terms and in its operation,  all
applicable  requirements  for an exemption  from federal  income  taxation under
Section 501(a) of the Code. Neither ATI nor any ATI ERISA Affiliate maintains an
ATI Benefit  Plan which  meets the  requirements  of Section  401(a) of the Code
(each a "401 Plan").  Any  determination  letter issued by the IRS to the effect
that any such 401 Plan  qualifies  under Section 401(a) of the Code and that the
related trust is exempt from taxation  under Section  501(a) of the Code remains
in  effect  and has not been  revoked.  Each such 401  Plan,  if any,  currently
complies in form with the  requirements  under Section 401(a) of the Code, other
than changes required by statutes,  regulations and rulings for which amendments
are not yet  required.  Each  such  401  Plan,  if any,  has  been  administered
according to its terms (except for those terms which are  inconsistent  with the
changes  required by statutes,  regulations and ruling for which changes are not
yet required to be made,  in which case any such 401 Plan has been  administered
in accordance  with the provisions of those  statutes,  regulations and rulings)
and in accordance with the requirements of Section 401(a) of the Code. Each such
401 Plan,  if any, has been tested for  compliance  with,  and has satisfied the
requirements of, Section  401(k)(3) and 401(m)(2) of the Code for each plan year
ending prior to the Effective Date.

     (g) Compliance.  Except as described in the ATI Disclosure Letter, each ATI
Benefit Plan  maintained by ATI or an ATI ERISA  Affiliate has at all times been
maintained,  by its terms and in operation,  in accordance  with all  applicable
laws in all material respects, including (to the extent applicable) Code Section
4980B.  There has been no  failure  to  comply  with  applicable  ERISA or other
requirements  concerning  the filing of reports,  documents and notices with the
Secretary of Labor and Secretary of Treasury or the furnishing of such documents
to participants or  beneficiaries  that could subject any ATI Benefit Plan, ATI,
any ATI ERISA  Affiliate,  Parent or any of its affiliates to any material civil
or any criminal sanction.

     (h) Legal Actions.  There are no actions,  audits, suits or claims known to
the Signing  Stockholder which are pending or threatened against any ATI Benefit
Plan,  any fiduciary of any of ATI Benefit Plans with respect to the ATI Benefit
Plans or against the assets of any of the ATI Benefit  Plans,  except claims for
benefits made in the ordinary course of the operation of such plans.

     (i)  Funding.  ATI and each ATI ERISA  Affiliate  has made full and  timely
payment of all amounts  required to be  contributed  under the terms of each ATI
Benefit Plan and  applicable  law or required to be paid as expenses  under such
ATI  Benefit  Plan,  and no  excise  taxes  are  assessable  as a result  of any
nondeductible or other contributions made or not made to an ATI Benefit Plan. No
event or condition  exists with respect to any ATI Benefit Plan subject to Title
IV of ERISA which could be deemed a  "Reportable  Event" (as defined in Title IV
of ERISA) with respect to which the thirty (30) day notice  requirement  has not
been waived which could result in a material  liability to ATI, and no condition
exists which would  subject ATI to a material  fine under Section 4071 of ERISA.
The assets of all ATI Benefit Plans which are required under  applicable laws to
be held in trust  are in fact  held in  trust,  and the  assets of each such ATI
Benefit Plan equal or exceed the  liabilities of each such plan. The liabilities
of each  other  plan are  properly  and  accurately  reported  on the  financial
statements  and records of ATI. The assets of each ATI Benefit Plan are reported
at their fair market value on the books and records of each plan.

     (j) Liabilities.  Neither ATI nor any ATI ERISA Affiliate is subject to any
material  liability,  tax or penalty  whatsoever  to any person  whomsoever as a
result  of  ATI's  or  any  ATI  ERISA  Affiliate's  engaging  in  a  prohibited
transaction under ERISA or the Code, and the Stockholder has no knowledge of any
circumstances which reasonably might result in any such material liability,  tax
or  penalty  as a  result  of a  breach  of  fiduciary  duty  under  ERISA.  The
termination of or withdrawal  from any ATI Benefit Plan  maintained by ATI or an
ATI  ERISA  Affiliate  which is  subject  to Title IV of ERISA or any  other ATI
Benefit Plan immediately  after the Effective Time will not subject Parent,  the
Surviving  Corporation,  Merger Sub or any ATI ERISA Affiliate to any additional
contribution  requirement or to any other liability,  tax or penalty  whatsoever
(excluding any liability,  tax or penalty  attributable  solely to the fact that
such  termination  or withdrawal  would violate the  permanency  requirement  of
Section 401 (a) of the Code or an excise tax under Code Section  4980).  Neither
the execution  nor the  performance  of the  transactions  contemplated  by this
Agreement  will create,  accelerate  or increase any  obligations  under any ATI
Benefit Plan.  Neither ATI nor any ATI ERISA Affiliate has any obligation to any
retired or former employee,  or any current employee upon retirement,  under any
ATI Benefit Plan.

     (k)  Amendment/New  Plans. From the date of this Agreement to the Effective
Time, no amendment shall be made to any ATI Benefit Plan, no commitment shall be
made to amend any ATI Benefit Plan and no  commitment  shall be made to continue
any ATI Benefit Plan or to adopt any new ATI Benefit Plan for the benefit of any
employees of ATI or any ATI ERISA  Affiliate  absent the express written consent
of Parent.

     (l)  Excess  Parachute  Payments.  No  payment  required  to be made to any
employee associated with ATI as a result of the transactions contemplated hereby
under any contract or otherwise will, if made,  constitute an "excess  parachute
payment"  within the  meaning of  Section  280G of the Code or be  nondeductible
under Section 162(m) of the Code.

     (m) No Acceleration of Liability Under Benefit Plans.  The  consummation of
the  transactions  contemplated  hereby  will not  accelerate  or  increase  any
liability  under any ATI Benefit Plan because of an  acceleration or increase of
any of the  rights  or  benefits  to  which  employees  of ATI or any ATI  ERISA
Affiliate may be entitled thereunder.

     (n) Statutory  Benefits.  Except as described in the ATI Disclosure Letter,
ATI has, on a timely basis,  made all payments,  withholdings and filings of any
kind  required of it by, and has  otherwise  complied in all  material  respects
with, any applicable law, regulation or administrative order concerning pension,
health,  welfare,  unemployment,   workers'  compensation  or  similar  benefits
administered by any governmental, regulatory or public body.

     SECTION 3.14.  Labor  Relations.  To the best knowledge of ATI, each of ATI
and its subsidiaries is in compliance in all material respects with all federal,
state and foreign laws respecting employment and employment practices, terms and
conditions  of  employment,  wages and hours,  and is not  engaged in any unfair
labor or unlawful employment practice.  There is no unlawful employment practice
discrimination   charge  involving  ATI  pending  before  the  Equal  Employment
Opportunity Commission ("EEOC"),  EEOC-recognized state "referral agency" or any
other governmental agency. There is no unfair labor practice charge or complaint
against  ATI or any  of its  subsidiaries  pending  before  the  National  Labor
Relations  Board  ("NLRB").  There  is no labor  strike,  dispute,  slowdown  or
stoppage actually pending or, to the best knowledge of ATI,  threatened  against
or  involving  or  affecting  ATI  or  any of  its  subsidiaries,  and  no  NLRB
representation  question exists respecting any of its employees. No grievance or
arbitration  proceeding  is pending  against ATI and no written  claim  therefor
exists.  There is no collective  bargaining  agreement that is binding on ATI or
any of its subsidiaries.

     SECTION 3.15.  Insurance.  ATI has heretofore provided to Parent a true and
complete list of its current  insurance  coverages for ATI and its subsidiaries,
including names of carriers,  amounts of coverage and premiums therefor. Each of
ATI and its  subsidiaries has been and is insured with respect to its properties
and the conduct of its  business in such  amounts and against  such risks as are
reasonable  in relation to its business and will use its  reasonable  efforts to
maintain  such  insurance  at least  through the  Effective  Time.  ATI has made
available to Parent true and complete copies of all insurance  policies covering
ATI and its subsidiaries, its properties, assets, employees and/or operations.

     SECTION 3.16. Title to Properties and Related Matters.  Each of ATI and its
subsidiaries  has good and valid title to or valid  leasehold  interests  in its
properties  reflected  in the 1997  Balance  Sheet or  acquired  after  the date
thereof  (other than  properties  sold or otherwise  disposed of in the ordinary
course of business),  and all of such  properties are held free and clear of all
title defects, liens, encumbrances and restrictions, except, with respect to all
such properties,  (a) mortgages and liens securing debt reflected as liabilities
on the 1997 Balance Sheet and (b)(i) liens for current taxes and assessments not
in default, (ii) mechanics', carriers', workmen's,  materialmen's,  repairmen's,
statutory or common law liens either not  delinquent or being  contested in good
faith,  and  (iii)  encumbrances,  covenants,  rights  of way,  building  or use
restrictions,  easements, exceptions,  variances, reservations and other similar
matters or limitations,  if any, which do not have a material  adverse effect on
ATI's use of the property affected.  Notwithstanding  the immediately  preceding
sentence,  ATI makes no  representation  or  warranty  in this  Section  3.16 or
otherwise  regarding  the validity of title to any such  properties in which ATI
has only a leasehold interest.

     SECTION  3.17.   Environmental   Matters.   Neither  ATI  nor  any  of  its
subsidiaries  owns, nor has at any time owned,  any real  property.  To the best
knowledge of ATI, there has been no material  release of a hazardous  substance,
as  that  term  is  defined  in  the   Comprehensive   Environmental   Response,
Compensation and Liability Act of 1980, 42 U.S.C. ss. 9601(14), or any petroleum
product by ATI or any of its  subsidiaries  into the environment at any property
ever owned,  leased or used by ATI or any of its subsidiaries  (the "Premises"),
including,  without  limitation,  any such  release  in the soil or  groundwater
underlying  the Premises  and, to the best  knowledge of ATI,  there has been no
such release by any other party at any of the Premises. To the best knowledge of
ATI,  neither ATI nor any of its  subsidiaries  has  disposed  of any  hazardous
substances (as defined  below).  ATI has not received notice of any violation of
any Environmental Law (as defined below) nor has it been advised of any claim or
liability  pursuant to any  Environmental Law brought by any domestic or foreign
governmental agency or private party. There are no Environmental Liabilities (as
defined below) of ATI that, individually or in the aggregate,  have had or would
reasonably  be  expected  to  have a  material  adverse  effect  on the  assets,
liabilities,  results of operations,  financial condition or business of ATI and
its  subsidiaries  taken as a whole. As used in this  Agreement,  "Environmental
Laws"  means any and all  federal,  state,  local and  foreign  statutes,  laws,
judicial decisions, regulations,  ordinances, rules, judgments, orders, decrees,
codes, plans, injunctions,  permits, concessions,  grants, franchises, licenses,
agreements and  governmental  restrictions,  whether now or hereafter in effect,
relating  to human  health,  the  environment  or to  emissions,  discharges  or
releases of pollutants,  contaminants,  Hazardous  Substances or wastes into the
environment,  including without  limitation  ambient air, surface water,  ground
water  or  land,  or  otherwise   relating  to  the   manufacture,   processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants,  contaminants,  Hazardous  Substances  or wastes or the  clean-up or
other  remediation  thereof.  "Environmental  Liabilities"  with  respect to any
person means any and all liabilities of or relating to such person or any of its
subsidiaries  (including any entity which is, in whole or in part, a predecessor
of  such  Person  or any of  its  subsidiaries),  whether  vested  or  unvested,
contingent  or fixed,  actual or  potential,  known or unknown,  which (i) arise
under or relate to matters  covered  by  Environmental  Laws and (ii)  relate to
actions  occurring  or  conditions  existing  on or prior to the  Closing  Date.
"Hazardous  Substances"  means any  toxic,  radioactive,  caustic  or  otherwise
hazardous substance, including petroleum, its derivatives, by-products and other
hydrocarbons, or any substance having any constituent elements displaying any of
the foregoing  characteristics,  including,  without  limitation,  any substance
regulated under Environmental Laws.

     SECTION 3.18. Patents,  Trademarks,  trade Names. The ATI Disclosure Letter
sets forth a true and complete list of: (a) all material patents, trademarks and
trade names (including all federal,  state and foreign registrations  pertaining
thereto) and all  material  copyright  registrations  owned by ATI or any of its
subsidiaries  (collectively,  the "Proprietary Intellectual Property");  and (b)
all  patents,  trademarks,  trade  names,  copyrights  and  all  technology  and
processes used by ATI in its business which are material to its business and are
used   pursuant  to  a  license  or  other  right   granted  by  a  third  party
(collectively,  the  "Licensed  Intellectual  Property"  and,  together with the
Proprietary   Intellectual   Property,   herein  referred  to  as  "Intellectual
Property").  A true and  complete  list of all such  licenses  with  respect  to
Licensed  Intellectual  Property is set forth in the ATI Disclosure Letter. Each
of the federal,  state and foreign  registrations  pertaining to the Proprietary
Intellectual  Property  is valid and in full  force  and  effect.  All  required
filings in association with such  registrations  have been properly made and all
required  fees have been paid.  ATI owns,  or has the right to use  pursuant  to
valid and effective agreements,  all Intellectual Property, and the consummation
of the  transactions  contemplated  hereby  will not  alter or  impair  any such
rights, except for such defects in title or other matters which in the aggregate
would not have a material adverse effect on the assets, liabilities,  results of
operations, financial condition or business of ATI and its subsidiaries taken as
a whole. No claims are pending against ATI by any person with respect to the use
of any  Intellectual  Property or  challenging  or  questioning  the validity or
effectiveness of any license or agreement relating to the same, and, to the best
knowledge  of ATI,  the  current  use by ATI or any of its  subsidiaries  of the
Intellectual  Property  does not infringe on the rights of any third party.  The
ATI  Disclosure  Letter sets forth a list of all  jurisdictions  in which ATI is
operating under a trade name, and each jurisdiction in which any such trade name
is registered.

     SECTION 3.19.  Transactions with Affiliates.  No stockholder or director of
ATI, or any person with whom any such  stockholder or director has any direct or
indirect  relation by blood,  marriage or  adoption,  or any entity in which any
such person owns any beneficial interest (other than a publicly held corporation
whose   stock  is  traded  on  a  national   securities   exchange   or  in  the
over-the-counter  market and less than 1% of the stock of which is  beneficially
owned by all such persons) has any interest in (i) any contract,  arrangement or
understanding  with, or relating to, the business or operations of ATI or any of
its  subsidiaries,  (ii) any  loan,  arrangement,  understanding,  agreement  or
contract for or relating to indebtedness of ATI or any of its  subsidiaries,  or
(iii) any property (real,  personal or mixed,  tangible or intangible)  used, or
currently intended to be used, in the business or operations of ATI.

     SECTION 3.20. Brokers,  Finders,and Investment Bankers. Neither ATI nor any
of its  officers,  directors  or employees  has  employed any broker,  finder or
investment  banker or incurred any  liability for any  investment  banking fees,
financial advisory fees,  brokerage fees or finders' fees in connection with the
transactions contemplated herein.


                                   ARTICLE 4.
                    REPRESENTATIONS AND WARRANTIES OF PARENT

         With such  exceptions,  if any,  as may be set  forth in a letter  (the
"Parent  Disclosure  Letter")  to be  delivered  by  Parent  to ATI on or before
December 31, 1997 Parent hereby represents and warrants to ATI as follows:

     SECTION 4.1.  Organization.  Each of Parent and Merger Sub is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction  of its  incorporation  and has all requisite  corporate  power and
authority to own,  lease and operate its properties and to carry on its business
as now being  conducted.  Each of Parent  and Merger  Sub is duly  qualified  to
transact  business,  and is in good standing,  as a foreign  corporation in each
jurisdiction where the character of its activities  requires such qualification,
except where the failure to so qualify would not have a material  adverse effect
on the  assets,  liabilities,  results of  operations,  financial  condition  or
business of Parent and its subsidiaries taken as a whole.

     SECTION  4.2.  Authorization.  Each of  Parent  and  Merger  Sub  has  full
corporate  power and  authority  to execute and deliver  this  Agreement  and to
perform its  obligations  under this  Agreement and to consummate the Merger and
the other transactions  contemplated  hereby. The execution and delivery of this
Agreement by Parent and Merger Sub,  subject only to the  performance  by Parent
and Merger Sub of their respective obligations hereunder and the consummation of
the Merger and the other  transactions  provided for herein,  have been duly and
validly  authorized  by all  necessary  corporate  action on the part of each of
Parent and Merger Sub.  The Boards of Directors of each of Parent and Merger Sub
have approved the execution,  delivery and performance of this Agreement and the
consummation of the Merger and the other transactions  provided for herein. This
Agreement  has been duly executed and delivered by each of Parent and Merger Sub
and  constitutes  the valid and  binding  agreement  of Parent and  Merger  Sub,
enforceable  against each of Parent and Merger Sub in accordance with its terms,
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforceability of creditors' rights generally,  general equitable principles
and the discretion of courts in granting equitable remedies.

     SECTION 4.3. Absence of Restrictions and Conflicts. The execution, delivery
and performance of this Agreement,  the consummation of the Merger and the other
transactions  contemplated  by  this  Agreement,  and  the  fulfillment  of  and
compliance  with the terms and conditions of this Agreement do not and will not,
with the  passing of time or the giving of notice or both,  violate or  conflict
with,  constitute  a  breach  of or  default  under,  result  in the loss of any
material benefit under, or permit the acceleration of any obligation  under, (i)
any term or provision of the Certificate of Incorporation or Bylaws of Parent or
Merger Sub, (ii) any contract  material to the business and operations of Parent
or Merger Sub, (iii) any judgment,  decree or order of any court or governmental
authority  or agency to which Parent or Merger Sub is a party or by which Parent
or  Merger  Sub or any of their  respective  properties  is  bound,  or (iv) any
statute,  law,  regulation or rule  applicable to Parent or Merger Sub, so as to
have, in the case of  subsections  (ii) through (iv) above,  a material  adverse
effect on the assets, liabilities, results of operations, financial condition or
business of Parent and its subsidiaries taken as a whole.  Except for filing and
recordation  of the  Certificate  of  Merger,  no  consent,  approval,  order or
authorization  of, or  registration,  declaration or filing with, any government
agency or public or regulatory unit,  agency,  body or authority with respect to
Parent or Merger Sub is required in connection  with the execution,  delivery or
performance of this Agreement by Parent or Merger Sub or the consummation of the
transactions contemplated by this Agreement by Parent or Merger Sub, the failure
to  obtain  which  would  have  a  material  adverse  effect  upon  the  assets,
liabilities, results of operations, financial condition, business of ATI and its
subsidiaries taken as a whole of Parent.

     SECTION  4.4.  Capitalization  of Parent and  Ownership  of Merger Sub. The
authorized  capital  stock of Parent  consists  of  40,000,000  shares of common
stock,  $.01 par value per share,  of which  19,289,077  shares  were issued and
outstanding as of December 22, 1997, and 10,000,000  shares of preferred  stock,
$.01 par value per share,  of which no shares were issued and  outstanding as of
December 1, 1997.  All shares of Parent Common Stock  outstanding as of the date
hereof are duly authorized,  validly issued, fully paid,  nonassessable and free
of  preemptive  rights.  The shares of Parent  Common  Stock to be issued in the
Merger will be validly issued, fully paid,  nonassessable and free of preemptive
rights. All of the outstanding capital stock of Merger Sub is held by Parent.

     SECTION 4.5.  Financial  Statements.  Parent has made  available to ATI the
audited  consolidated  balance  sheets  of  Parent  and its  subsidiaries  as of
December 31, 1994,  1995 and 1996,  and the related  consolidated  statements of
operations, stockholders' equity and cash flows for the fiscal years then ended,
including the notes  thereto,  and the unaudited  consolidated  balance sheet of
Parent  and  its   subsidiaries  as  of  September  30,  1997  and  the  related
consolidated statements of operations for the nine months then ended. All of the
foregoing financial statements are hereinafter  collectively  referred to as the
"Parent Financial  Statements" and the balance sheet as of September 30, 1997 is
hereinafter referred to as the "1997 Parent Balance Sheet." The Parent Financial
Statements  have been prepared from,  and are in accordance  with, the books and
records of Parent and  present  fairly the  financial  position  and  results of
operations  of Parent as of the dates  and for the  periods  indicated,  in each
case, in conformity with generally accepted accounting principles,  consistently
applied. As of the Closing Date, Parent shall have no liability or obligation of
any nature whatsoever, whether accrued, absolute, contingent or otherwise, other
than (x) current  liabilities and obligations  which are recurring in nature and
not overdue on their  terms,  (y)  liabilities  and  obligations  reflected  and
adequately provided for on the 1997 Parent Balance Sheet and (z) liabilities and
obligations  arising  in the  ordinary  course  of  business  of  Parent,  or in
connection with the transactions contemplated hereby, since the date of the 1997
Parent Balance Sheet.

     SECTION 4.6. Absence of Certain Changes

     (a) Certain Financial  Matters;Property;  Dividends.  Since the date of the
1997 Parent Balance Sheet, there has not been (i) any material adverse change in
the assets, liabilities,  results of operations, financial condition or business
of Parent and its subsidiaries  taken as a whole, (ii) any damage,  destruction,
loss or  casualty  to  property  or assets of Parent,  whether or not covered by
insurance,  which property or assets are material to its operations or business,
(iii) any declaration,  setting aside or payment of any dividend or distribution
(whether in cash,  stock or property) in respect of the capital stock of Parent,
or any redemption or other  acquisition by Parent of any of the capital stock of
Parent or any split,  combination or reclassification of shares of capital stock
declared or made by Parent, or (iv) any agreement to do any of the foregoing.

     (b) Other Changes . Since the date of the 1997 Parent Balance Sheet,  there
have not been (i) any  losses  suffered,  (ii) any  material  assets  mortgaged,
pledged or made  subject  to any lien,  charge or other  encumbrance,  (iii) any
material liability or obligation  (absolute,  accrued or contingent) incurred or
any material bad debt,  contingency or other reserve increase suffered,  except,
in each such case, in the ordinary  course of business and consistent  with past
practice,  (iv) any  material  claims,  liabilities  or  obligations  (absolute,
accrued or contingent)  paid,  discharged or satisfied,  other than the payment,
discharge or  satisfaction,  in the ordinary  course of business and  consistent
with past practice, of claims, liabilities and obligations reflected or reserved
against in the Parent Financial Statements or incurred in the ordinary course of
business  and  consistent  with  past  practice  since  the  date of the  Parent
Financial  Statements,  (v) any material  guarantees,  checks, notes or accounts
receivable  written off as  uncollectible,  except  write-offs  in the  ordinary
course of business and consistent with past practice, (vi) any write down of the
value of any asset or  investment  on  Parent's  books or  records,  except  for
depreciation  and  amortization  taken in the  ordinary  course of business  and
consistent with past practice,  (vii) any  cancellation of any material debts or
waiver of any material claims or rights of substantial value, or sale,  transfer
or other  disposition  of any material  properties or assets (real,  personal or
mixed,  tangible or intangible) of substantial value, except, in each such case,
in  transactions  in the ordinary  course of business and  consistent  with past
practice  ,(viii)  any  material  transactions  entered  into  other than in the
ordinary course of business,  (ix) any agreements to do any of the foregoing, or
(x) any other events,  developments or conditions of any character that have had
or are  reasonably  likely to have a  material  adverse  effect  on the  assets,
liabilities,  results of operations,  financial  condition or business of Parent
and its subsidiaries taken as a whole.

     SECTION  4.7.  Legal  Proceedings.  There  are no suits,  actions,  claims,
proceedings  or  investigations  pending  or, to the best  knowledge  of Parent,
threatened  against,  relating to or involving Parent (or any of its officers or
directors) before any court,  arbitrator or administrative or governmental body,
which, if finally determined adversely,  are reasonably likely,  individually or
in the aggregate, to have a material adverse effect on the assets,  liabilities,
results  of  operations,  financial  condition  or  business  of Parent  and its
subsidiaries taken as a whole. All pending or threatened suits, actions, claims,
proceedings  or  investigations  relating to or involving  Parent (or any of its
officers  or  directors)  before  any court,  arbitrator  or  administrative  or
governmental  body are adequately  provided for in the 1997 Parent Balance Sheet
in accordance  with  generally  accepted  accounting  principles.  Parent is not
subject to any judgment, decree,  injunction,  rule or order of any court nor is
Parent  subject  to any  governmental  restriction  applicable  to it,  which is
reasonably likely to have a material adverse effect on the assets,  liabilities,
results  of  operations,  financial  condition  or  business  of Parent  and its
subsidiaries taken as a whole.

     SECTION 4.8.  Compliance with Law. Parent has all material  authorizations,
approvals,  licenses  and  orders of and from all  governmental  and  regulatory
officers and bodies  necessary to carry on its business as it is currently being
conducted, to own or hold under lease the properties and assets it owns or holds
under lease and to perform all of its obligations  under the agreements to which
it is a party,  and Parent  has been and is in  compliance  with all  applicable
laws,   regulations  and  administrative   orders  of  any  country,   state  or
municipality  or of  any  subdivision  thereof  to  which  its  business  or its
employment  of labor or its use or occupancy of  properties  or any part thereof
are  subject,  the  failure  to obtain or the  violation  of which  would have a
material  adverse  effect upon its assets,  liabilities,  results of operations,
financial condition or business of Parent and its subsidiaries taken as a whole.

     SECTION 4.9. Tax Returns;  Taxes. Parent has duly filed all federal, state,
local and foreign  tax  returns  required to be filed by it and has duly paid or
made  adequate  provision for the payment of all taxes which are due and payable
pursuant to such returns or pursuant to any assessment  with respect to taxes in
such  jurisdictions,  whether  or not  in  connection  with  such  returns.  The
liability for taxes reflected in the 1997 Parent Balance Sheet is sufficient for
the payment of all unpaid taxes,  whether or not  disputed,  that are accrued or
applicable  for the  period  ended  September  30,  1997,  and for all years and
periods  ended  prior  thereto.  All  deficiencies  asserted  as a result of any
examinations  by the IRS or any other  taxing  authority  have been paid,  fully
settled or adequately  provided for in the 1997 Parent Balance Sheet.  There are
no pending  claims  asserted for taxes of Parent or  outstanding  agreements  or
waivers  extending  the  statutory  period of  limitation  applicable to any tax
return of Parent  for any  period.  Parent  has made all  estimated  income  tax
deposits  and all other  required  tax payments or deposits and has complied for
all prior periods in all material  respects with the tax withholding  provisions
of all applicable federal, state, local, foreign and other laws.

     SECTION 4.10.  Parent SEC Reports.  Parent has heretofore made available to
ATI Parent's  Annual Reports on Form 10-K for the years ended December 31, 1994,
1995 and 1996 (the "Parent SEC  Reports").  As of their  respective  dates,  the
Parent SEC Reports did not contain any untrue  statement  of a material  fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Since January 1, 1994, Parent has filed all forms, reports
and documents with the Securities and Exchange  Commission  required to be filed
by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
and the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and
the rules and regulations promulgated  thereunder,  each of which complied as to
form,  at the time such form,  document  or report was  filed,  in all  material
respects with the applicable requirements of the Securities Act and the Exchange
Act and the applicable rules and regulations promulgated thereunder.

     SECTION  4.11.  Transactions  with  Affiliates.  Except as disclosed in the
Parent SEC Reports,  no executive  officer or director of Parent,  or any person
with whom any such  executive  officer or  director  has any direct or  indirect
relation by blood,  marriage or adoption, or any entity in which any such person
owns any beneficial interest (other than a publicly held corporation whose stock
is traded on a national  securities exchange or in the  over-the-counter  market
and  less  than 1% of the  stock  of  which  is  beneficially  owned by all such
persons)  has any interest in (i) any  contract,  arrangement  or  understanding
with,  or relating  to, the  business or  operations  of Parent,  (ii) any loan,
arrangement,   understanding,   agreement   or  contract   for  or  relating  to
indebtedness of Parent, or (iii) any property (real, personal or mixed, tangible
or  intangible)  used,  or  currently  intended to be used,  in the  business or
operations of Parent.


                                   ARTICLE 5.
                        CERTAIN COVENANTS AND AGREEMENTS

     SECTION  5.1.  Conduct  of  Business  by ATI.  From the date  hereof to the
Effective  Time, ATI will,  except as required in connection with the Merger and
the other  transactions  contemplated  by this Agreement and except as otherwise
disclosed in the ATI Disclosure Letter or consented to in writing by Parent:

     (i) Carry on its  businesses in the ordinary  course in  substantially  the
same manner as  heretofore  conducted and not engage in any new line of business
or enter into any  agreement,  transaction  or activity  or make any  commitment
except those in the ordinary  course of business  and not  otherwise  prohibited
under this Section 5.1;

     (ii)Neither change nor amend its Certificate of Incorporation or Bylaws;

     (iii)  Not sell or  grant  options,  warrants  or  rights  to  purchase  or
subscribe  to, or enter into any  arrangement  or contract  with  respect to the
issuance  or sale of any of its  capital  stock of ATI or rights or  obligations
convertible  into or  exchangeable  for any shares of its capital  stock and not
alter the terms of any of its presently  outstanding options,  warrants or other
equity securities or make any changes (by split-up, combination,  reorganization
or otherwise) in its capital structure;

     (iv)Not  declare,  pay or set  aside  for  payment  any  dividend  or other
distribution in respect of its capital stock or other equity securities,  except
for  distributions  of dividends to its  shareholders  in the ordinary course of
business  consistent with past practice,  and not redeem,  purchase or otherwise
acquire  any  shares  of its  capital  stock or other  securities  or  rights or
obligations convertible into or exchangeable for any shares of its capital stock
or other  securities  or  obligations  convertible  into such,  or any  options,
warrants or other rights to purchase or subscribe to any of the foregoing;

     (v) Not  acquire  or  enter  into  an  agreement  to  acquire,  by  merger,
consolidation or purchase of stock or assets, any business or entity;

     (vi)Use its reasonable efforts to preserve intact its corporate  existence,
goodwill  and  business  organizations,  to  keep  its  officers  and  employees
available to Parent and to preserve its relationships with customers,  suppliers
and others having business relations with it;

     (vii)  Not (A)  create,  incur or  assume  any  long-term  debt  (including
obligations in respect of capital  leases) or any  short-term  debt for borrowed
money, (B) assume, guarantee,  endorse or otherwise become liable or responsible
(whether  directly,  contingently or otherwise) for the obligations of any other
person,  except in the  ordinary  course of business  and  consistent  with past
practice,  (C) make any loans or  advances  to any other  person,  except in the
ordinary  course of business and  consistent  with past  practice,  (D) make any
capital  contributions to, or investments in, any person, except in the ordinary
course  of  business  and  consistent   with  past  practices  with  respect  to
investments,  (E) make any capital expenditure involving in excess of $10,000 in
the  case of any  single  expenditure  or  $20,000  in the  case of all  capital
expenditures,  or (F)  purchase  or commit to  purchase  more than  $100,000  of
inventory in the aggregate;

     (viii)  Not enter  into,  modify or extend in any  manner  the terms of any
employment,  severance or similar agreements with officers and directors nor pay
or  become  obligated  to pay any  bonuses  to,  or grant  any  increase  in the
compensation  of,  officers,  directors or  employees,  whether now or hereafter
payable,  including any such payment or increase pursuant to any option,  bonus,
stock purchase, pension,  profit-sharing,  deferred compensation,  retirement or
other plan,  arrangement,  contract or commitment;  provided,  however,  that it
shall be permitted  hereunder to grant increases in the compensation  payable to
employees (but not  executives or directors) in the ordinary  course of business
consistent  with its 1997  budget  and which do not in the case of any  specific
employee  involve an increase in  compensation in excess of ten percent (10%) of
such employee's 1996  compensation  and which in the aggregate do not involve an
annualized compensation expense increase of $10,000 or more;

     (ix)Perform in all material  respects all of its obligations  under all ATI
Material  Contracts  (except those being  contested in good faith) and not enter
into,  assume or amend any contract or commitment  that would be an ATI Material
Contract other than contracts to provide  services  entered into in the ordinary
course of business;

     (x) Use its reasonable  efforts to maintain in full force and effect and in
the same  amounts  policies  of  insurance  comparable  in  amount  and scope of
coverage to that now maintained by it;

     (xi)Use  its  reasonable  efforts  to  continue  to  collect  its  accounts
receivable and pay its accounts  payable in the ordinary  course of business and
consistent with past practices; and

     (xii) Prepare and file all federal,  state,  local and foreign  returns for
taxes and other tax reports, filings and amendments thereto required to be filed
by it, and allow Parent,  at its request,  to review all such returns,  reports,
filings and  amendments  at ATI's  offices  prior to the filing  thereof,  which
review shall not interfere with the timely filing of such returns.

         In connection  with the continued  operation of ATI's business  between
the date of this  Agreement  and the  Effective  Time,  ATI shall confer in good
faith on a regular and frequent basis with one or more representatives of Parent
designated in writing to report on operational  matters of  materiality  and the
general status of ongoing operations.  ATI acknowledges that Parent does not and
will not waive any rights it may have under this  Agreement  as a result of such
consultations.

     SECTION 5.2. Inspection and Access to Information; Confidentiality.

     (a)  Inspection  and  Access.  Between the date of this  Agreement  and the
Effective Time, ATI will provide Parent and its accountants, investment bankers,
counsel and other  authorized  representatives  full access,  during  reasonable
business  hours  and  under  reasonable  circumstances  to  any  and  all of its
premises,  properties,   contracts,   commitments,   books,  records  and  other
information  (including  tax returns  filed and those in  preparation)  and will
cause its  respective  officers to furnish to the other party and its authorized
representatives  any and all  financial,  technical and operating data and other
information  pertaining to its business,  as each other party shall from time to
time reasonably request.

     (b) Confidentiality.  Parent shall, and shall use its best efforts to cause
its authorized  representatives to, hold in strict confidence,  and not disclose
to any person  without  the prior  written  consent of ATI, or use in any manner
except in connection with the transactions  contemplated hereby, all information
obtained from ATI in connection with the transactions  completed hereby,  except
that such  information  may be disclosed (i) where  necessary to any  regulatory
authorities or governmental agencies, (ii) if required by court order or decree,
(iii) if it is ascertainable  or obtained from public or published  information,
(iv) if it is or becomes  known to the public other than through  disclosure  by
such party, (vi) if the recipient can demonstrate it was in its possession prior
to disclosure  thereof in connection with the Agreement,  (vii) if the recipient
can  demonstrate  it  was  independently  developed  by  it,  or  (viii)  if the
disclosing party is advised in writing by counsel that it is legally required to
make such disclosure.

     SECTION 5.3. No Solicitation; Acquisition Proposals

     (a) No Solicitation. From the date hereof until the Effective Time or until
this  Agreement is  terminated  or abandoned as provided in Article 8, ATI shall
not, nor shall it  authorize or permit any officer,  director or employee of, or
any  attorney  or other  advisor or  representative  of ATI to,  (i)  solicit or
initiate,   or  encourage  the  submission  of,  any  Acquisition  Proposal  (as
hereinafter  defined) 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.
For  purposes  hereof,  "Acquisition  Proposal"  means an  inquiry,  proposal or
acquisition  or  purchase of a  substantial  amount of assets of ATI (other than
investors  in the  ordinary  course of  business) or of over 10% of any class of
equity securities of ATI, or any merger,  consolidation,  business  combination,
sale of substantially all assets, recapitalization,  liquidation, dissolution or
similar  transaction  involving  ATI other  than the  transactions  contemplated
hereby,  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 Parent
of the Merger.  ATI will notify Parent  promptly in writing if ATI becomes aware
that any  inquiries or proposals are received by, any  information  is requested
from, or any  negotiations  or  discussions  are sought to be initiated with ATI
with  respect  to an  Acquisition  Proposal.  ATI  shall  immediately  cease any
existing  activities,  discussions or negotiations  with any third parties which
may have  been  conducted  on or prior to the date  hereof  with  respect  to an
Acquisition  Proposal and shall direct and use  reasonable  efforts to cause its
officers,  advisors and  representatives  not to engage in any such  activities,
discussions or negotiations.

     (b)  Action  by  Board.  Except  as set forth  herein  and  subject  to its
fiduciary  duties,  the  Board of  Directors  of ATI 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.

     (c) Liquidated Damages. If, (i) prior to the termination of this Agreement,
ATI  proposes to enter into an agreement or letter of intent with respect to any
Acquisition Proposal, it shall concurrently with entering into such agreement or
letter of  intent  pay,  or cause to be paid,  in same day funds to Parent up to
$100,000 of the costs and  expenses  incurred by Parent in  connection  with the
Merger,  including  fees  and  expenses  of its  accountants  and  counsel  (the
"Expenses"),  plus  the sum of  $250,000  (the  "Termination  Fee"),  or (ii) an
Acquisition  Proposal  shall  have been made  prior to the  termination  of this
Agreement and within one year of such  termination  ATI enters into an agreement
or letter of intent with  respect to, or  approves  or  recommends  or takes any
action to facilitate such  Acquisition  Proposal,  ATI shall pay, or cause to be
paid to Parent, in same day funds upon demand,  the Expenses and the Termination
Fee,  provided  that,  so  long  as ATI  is not  then  in  breach  of any of its
obligations  herein,  no payment shall be due to Parent under subpart (ii) above
if, at the time of the termination of this  Agreement,  ATI shall desire in good
faith to  proceed  with the  Merger,  and Parent  shall  elect not to do so. The
parties  acknowledge  that  damages in the event of a breach of this Section 5.3
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 their 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  5, and  Parent
acknowledges  the Expenses and the  Termination  Fee are its sole and  exclusive
remedy for a breach of this Section 5.3.

     SECTION 5.4. Reasonable Efforts; Further Assurances;  Cooperation.  Subject
to the other  provisions of this  Agreement,  the parties  hereto shall each use
their reasonable,  good faith efforts to perform their obligations herein and to
take, or cause to be taken,  or do, or cause to be done,  all things  necessary,
proper or advisable under applicable law to obtain all regulatory  approvals and
satisfy all  conditions to the  obligations  of the parties under this Agreement
and to cause the Merger  and the other  transactions  contemplated  herein to be
effected on or prior to January 30, 1998 in accordance with the terms hereof and
shall cooperate fully with each other and their respective officers,  directors,
employees,  agents, counsel,  accountants and other designees in connection with
any steps required to be taken as a part of their respective  obligations  under
this Agreement, including, without limitation:

     (i) ATI and  Parent  shall  promptly  make  their  respective  filings  and
submissions  and shall take, or cause to be taken,  all actions and do, or cause
to be done, all things necessary,  proper or advisable under applicable laws and
regulations  to obtain any  required  approval  of any  federal,  state or local
governmental  agency or regulatory body with  jurisdiction over the transactions
contemplated by this Agreement.

     (ii)In the event any claim, action, suit, investigation or other proceeding
by any  governmental  body or regulatory  authority is commenced which questions
the  validity  or  legality  of the  Merger  or any  of the  other  transactions
contemplated hereby or seeks damages in connection therewith,  the parties agree
to  cooperate  and use all  reasonable  efforts to defend  against  such  claim,
action,  suit,  investigation or other proceeding and, if an injunction or other
order  is  issued  in any such  action,  suit or  other  proceeding,  to use all
reasonable  efforts  to have  such  injunction  or other  order  lifted,  and to
cooperate  reasonably  regarding any other impediment to the consummation of the
transactions contemplated by this Agreement.

     (iii) Each party shall give prompt  written  notice to the other of (A) the
occurrence,  or failure to occur, of any event which occurrence or failure would
be likely to cause any  representation or warranty of ATI or Parent, as the case
may be,  contained in this  Agreement to be untrue or inaccurate in any material
respect at any time from the date hereof to the  Effective  Time or that will or
may result in the failure to satisfy any of the conditions  specified in Article
6 hereof and (B) any  failure  of ATI or  Parent,  as the case may be, to comply
with or satisfy any  covenant,  condition or  agreement  to be complied  with or
satisfied by any of them hereunder.

     (iv)Without the prior written consent of Parent, ATI will not terminate any
employee if such termination would result in the payment of any amounts pursuant
to "change in control" provisions of any employment agreement or arrangement.

     SECTION  5.5.  Public   Announcements.   The  timing  and  content  of  all
announcements  regarding  any  aspect  of this  Agreement  or the  Merger to the
financial community,  government agencies, employees or the general public shall
be mutually  agreed upon in advance (unless Parent or ATI are advised by counsel
that any such  announcement  or other  disclosure  not  mutually  agreed upon in
advance is  required to be made by law and then only after  making a  reasonable
attempt to comply with the provisions of this Section 5.5).

     SECTION 5.6. Supplements to Disclosure Letters.  From time to time prior to
the Effective  Time,  ATI and Parent will each promptly  supplement or amend the
respective disclosure letters which will be delivered pursuant to this Agreement
with respect to any matter hereafter  arising which, if existing or occurring at
the  date of this  Agreement,  would  have  been  required  to be set  forth  or
described  in any such  disclosure  letter or which is  necessary to correct any
information  in any such  disclosure  letter which has been rendered  inaccurate
thereby. No supplement or amendment to any such disclosure letter shall have any
effect for the purpose of determining  satisfaction  of the conditions set forth
in Sections 6.2 or 6.3 of this Agreement.

     SECTION 5.7.  Continuation  of Business.  Parent and Surviving  Corporation
each agree to continue the historic business of ATI or use a significant portion
of ATI's  historic  business  assets to the  extent  necessary  to  fulfill  the
continuity  requirements  for  reorganizations  under Section 368 of the Code as
described in Treas. Reg. ss. 1.368-1(d).

     SECTION 5.8.  Stockholder  Matters. ATI shall call a special meeting of its
stockholders  to be held as soon as  practicable  after the date  hereof for the
purpose of voting upon this  Agreement and the Merger and,  through its Board of
Directors,  recommend to its  stockholders  approval of this  Agreement  and the
Merger at such meeting.

     SECTION 5.9.  Indemnification  Against Certain  Liabilities.  Parent agrees
that all rights to indemnification  and all limitations of liability existing in
favor of the officers and directors of ATI  ("Indemnified  Parties") as provided
in its  certificate  of  incorporation  and  bylaws as of the date  hereof  with
respect to matters  occurring  prior to the  Effective  Time shall  survive  the
Merger  and shall  continue  in full force and  effect,  without  any  amendment
thereto,  for a period of not less than six (6) years from the  Effective  Time;
provided,  however,  that all  rights to any  indemnification  in respect of any
claim  asserted  or made  within  such  period  shall  continue  until the final
disposition of such claim.


                                   ARTICLE 6.
                                  OTHER MATTERS

     SECTION 6.1.  Conditions to Each Party's  Obligations.  None of the parties
hereto shall be obligated to effect the Merger if, at the  Effective  Time,  (i)
any injunction, writ or preliminary restraining order or any order of any nature
shall  have  been  issued  by  a  court  or  governmental  agency  of  competent
jurisdiction  to the effect  that the Merger  may not be  consummated  as herein
provided,  (ii) any  proceeding  or  lawsuit  shall have been  commenced  by any
governmental  or  regulatory  agency  for the  purpose  of  obtaining  any  such
injunction, writ or preliminary restraining order, or (iii) written notice shall
have been  received  from any such  agency  indicating  an  intent to  restrain,
prevent,  materially delay or restructure the transactions  contemplated by this
Agreement.

     SECTION  6.2.  Conditions  to  Obligations  of Parent and Merger  Sub.  The
obligations  of Parent and  Merger Sub to effect the Merger  shall be subject to
the  fulfillment at or prior to the Closing of each of the following  additional
conditions:

     (a) Representations  and Warranties.  The representations and warranties of
ATI set forth in Article 3 of this Agreement shall be true and correct as of the
date of this  Agreement and as of the Effective Time as though made on and as of
the Effective Time.

     (b)  Performance  of  Obligations  of ATI. ATI shall have  performed in all
material  respects all covenants and  agreements  required to be performed by it
under this Agreement.

     (c) Opinion of Counsel.  Parent shall have received an opinion from counsel
for ATI, dated the Closing Date, in form and substance  reasonably  satisfactory
to Parent, substantially to the effect that:

     (i)_) ATI is validly organized,  existing,  in good standing and authorized
to do business in the state of its incorporation and has all requisite corporate
power  and  authority  to own and  operate  its  properties  and to carry on its
business as currently conducted and, to the best of such counsel's knowledge, is
duly  qualified  to do  business  in each other state in which the failure to so
qualify would have a material adverse effect on its operations in such state.

     (ii)_) The Signing  Stockholder  and ATI have full power and  authority  to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby.

     (iii)_)  The  officers of ATI who have  executed  this  Agreement  have the
authority to so execute this Agreement on behalf of ATI.

     (iv)_) The Signing  Stockholder and ATI have taken all requisite  action to
authorize, approve and carry out this Agreement and the transactions on the part
of the Signing Stockholder contemplated hereby.

     (v)_) The  execution,  delivery and  performance  of this  Agreement by the
Signing Stockholder and ATI and the consummation of the transactions on the part
of the Signing  Stockholder  and ATI  contemplated  by this  Agreement  will not
result in any breach,  violation,  default or acceleration of the obligations of
the  Stockholders  or ATI under any judgment,  decree,  order,  lease,  license,
contract or other agreement  which is applicable to the ATI  Stockholders or ATI
and of which such counsel has actual knowledge.

     (_)vi) Except as may be required by applicable federal and state securities
laws,  as to  which  no  opinion  need be  expressed,  the  consummation  of the
transactions on the part of the Signing  Stockholder or ATI contemplated by this
Agreement does not require the consent, approval, authorization or order, giving
of notice to, or the  registration  with,  any court or any Federal,  state,  or
other governmental  authority,  agency or instrumentality or any other person of
which such counsel has actual knowledge.

     (vii)_) To such counsel's  actual  knowledge and except with respect to the
pending  litigation in the matter of Inverness Corp., et al v. ATI, Inc., et al.
(the  "Inverness  Matter"),  (A) no action or  proceeding  against  the  Signing
Stockholder or ATI is pending before any court, or before or by any governmental
body, to restrain,  prohibit,  invalidate  or obtain  damages with respect to or
otherwise  question or attack the  transactions  contemplated by this Agreement,
and (B) the Signing  Stockholder is not involved in any  litigation  which might
have an adverse effect on ATI.

     (d)  Authorization  of Merger.  All  corporate  action  necessary by ATI to
authorize the  execution,  delivery and  performance  of this  Agreement and the
consummation of the  transactions  contemplated  hereby shall have been duly and
validly taken.

     (e)  Consents.  All consents,  authorizations,  orders and approvals of (or
filings  or  registrations  with) any  governmental  commission,  board or other
regulatory  body  required  in  connection  with  the  execution,  delivery  and
performance  of this  Agreement  shall have been  obtained  or made,  except for
filing of the Certificate of Merger and any other documents required to be filed
after the  Effective  Time and except where the failure to have obtained or made
any such consent,  authorization,  order, approval, filing or registration would
not have a material  adverse effect on the business of ATI or Parent,  following
the Effective Time.

     (f)  Certificates.  ATI shall  furnish  Parent  with a  certificate  of its
appropriate  officers as to compliance with the conditions set forth in Sections
6.2(a), (b) and (d).

     (g) Material  Contracts.  Parent shall have received consents to assignment
of all ATI Material  Contracts and ATI Customer  Contracts or written waivers of
the provisions of any ATI Material Contracts or ATI Customer Contracts requiring
the  consents  or  waivers of third  parties as set forth in the ATI  Disclosure
Letter, except such required consents and waivers the failure of which to obtain
would  not in the  aggregate  have a  material  adverse  effect  on the  assets,
liabilities, results of operations, financial condition, business of ATI and its
subsidiaries taken as a whole of ATI following the Effective Time.

     (h)  Employment  Agreement.  Mr. Lin shall have  executed and  delivered an
employment  agreement  in the  form  attached  hereto  as  Exhibit  6.2(h)  (the
"Employment Agreement").

     (i)  Non-Competition  and  Non-Disclosure  Agreement.  Mr.  Lin shall  have
executed and delivered a  non-competition  and  non-disclosure  agreement in the
form attached hereto as Exhibit 6.2(i) (the "Non-Competition Agreement").

     (j)  Resignation  Letters.  Each of the officers and directors of ATI shall
have tendered to Parent  resignation  letters in form and  substance  reasonably
acceptable to Parent on or prior to the Closing Date,  such  resignations  to be
effective immediately following the Closing Date.

     (k) Repayment of  Stockholder  Loans.  All loans from (or any other amounts
advanced by) ATI to the ATI Stockholders shall have been repaid in full.

     (l) Escrow  Agreement.  Each of the Stockholders and the Escrow Agent shall
have duly executed and delivered the Escrow Agreement.

     (m) Stock  Purchase  Transactions.  Parent  shall have  entered  into Stock
Purchase  Agreements with at least 16 of the ATI Stockholders  listed on Exhibit
6.2(m) hereto,  which  agreements  shall be  satisfactory to Parent and such ATI
Stockholders.

     (n) Dissenting Stockholders.  Holders of not more than five percent (5%) of
the  outstanding  shares of ATI Stock and ATI  Common  Stock (in the  aggregate)
shall have filed written  notice with ATI that they intend to demand payment for
their shares.

     (o) Registration  Rights  Agreement.  Each of the  Stockholders  shall have
executed and  delivered a  registration  rights  agreement in the form  attached
hereto as Exhibit 6.2(o) (the "Registration Rights Agreement").

     (p)  Charter   Amendment.   ATI  shall  have  amended  its  Certificate  of
Incorporation  such that the holders of the ATI Stock may receive property other
than cash in the event of a liquidation or deemed liquidation of ATI.

     SECTION 6.3.  Conditions to Obligations  of ATI. The  obligations of ATI to
effect the Merger shall be subject to the fulfillment at or prior to the Closing
of each of the following additional conditions:

     (a) Representations  and Warranties.  The representations and warranties of
Parent set forth in Article 4 of this Agreement  shall be true and correct as of
the date of this Agreement and as of the Effective Time as though made on and as
of the Effective Time.

     (b)  Performance of  Obligations by Parent.  Parent shall have performed in
all material  respects all covenants and agreements  required to be performed by
it under this Agreement.

     (c)  Authorization of Merger.  All corporate action necessary by Parent and
Merger  Sub to  authorize  the  execution,  delivery  and  performance  of  this
Agreement and the  consummation of the  transactions  contemplated  hereby shall
have been duly and validly taken.

     (d)  Consents.  All consents,  authorizations,  orders and approvals of (or
filings  or  registrations  with) any  governmental  commission,  board or other
regulatory  body  required  in  connection  with  the  execution,  delivery  and
performance  of this  Agreement  shall have been  obtained  or made,  except for
filing of the  Certificate  of Merger,  and any other  documents  required to be
filed after the Effective  Time and except where the failure to have obtained or
made any such consent,  authorization,  order, approval,  filing or registration
would not have a material  adverse  effect on the business of ATI  following the
Effective Time.

     (e)  Certificates.  Parent  shall  furnish  ATI with a  certificate  of its
appropriate  officers as to compliance with the conditions set forth in Sections
6.3(a), (b) and (c).

     (f)  Employment  Agreement.  Surviving  Corporation  and Parent  shall have
executed and delivered the Employment Agreement.

     (g) Escrow Agreement.  Parent and the Escrow Agent shall have duly executed
and delivered the Escrow Agreement.

     (h) Non-Competition Agreement.  Surviving Corporation and Parent shall have
duly executed and delivered the Non-Competition Agreement.

     (i)  Registration  Rights  Agreement.  Parent shall have duly  executed and
delivered the Registration Rights Agreement.

     (j) Opinion of Counsel. ATI shall have received an opinion from counsel for
Parent  and  Merger  Sub,   dated  the  Closing  Date,  in  form  and  substance
satisfactory to ATI, substantially to the effect that:

     (i) The Parent is a corporation  duly  organized,  validly  existing and in
good standing under the laws of the jurisdiction of its  incorporation,  has all
requisite  corporate power and authority to own,  operate and lease its property
and to carry on its business as it is now being conducted and, to such counsel's
knowledge,  is duly  qualified  to do  business in each other state in which the
failure to so qualify would have a material  adverse effect on its operations in
such state.

     (ii) Merger Sub is a corporation  duly organized,  validly  existing and in
good standing under the laws of the jurisdiction of its  incorporation,  has all
requisite  corporate power and authority to own,  operate and lease its property
and to carry on its business as it is now being conducted and, to such counsel's
knowledge,  is duly  qualified  to do  business in each other state in which the
failure to so qualify would have a material  adverse effect on its operations in
such state.

     (iii)The  Parent has the  requisite  power and  authority to enter into the
Agreement and to consummate the transactions  contemplated hereby. All corporate
action  necessary to authorize the  execution,  delivery and  performance of the
Agreement  and the  consummation  by the Company of the Merger has been duly and
validly taken.

     (iv) Merger Sub has the  requisite  power and  authority  to enter into the
Agreement and to consummate the transactions  contemplated hereby. All corporate
action  necessary to authorize the  execution,  delivery and  performance of the
Agreement  and the  consummation  by Merger  Sub of the Merger has been duly and
validly taken.

     (v) The  Agreement  has been  duly and  validly  authorized,  executed  and
delivered by the Company and Merger Sub.

     (vi) The Parent  Common  Stock to be issued by the Parent  pursuant  to the
terms of the Agreement has been duly  authorized and, when issued and delivered,
will be validly issued and fully paid and non-assessable.

     (k) Release of Guaranty.  The Parent  shall have  released Mr. Lin from his
personal guaranty made in favor of the Parent, as assignee of BankBoston,  N.A.,
relating to certain indebtedness of ATI owing to the Parent.

     (l) Certified Resolutions. The Parent shall have delivered to ATI a copy of
the  resolutions  adopted by the Parent's Board of Directors with respect to the
determination  of the  "acquisition  price"  being  less  than $15  million  for
purposes  of  the  Hart-Scott-Rodino  Antitrust  Improvements  Act of  1976,  as
amended,  which  resolutions  shall  have been  certified  by the  Secretary  or
Assistant Secretary of Parent.


                                   ARTICLE 7.
                                     CLOSING

     The  consummation  of the  transactions  contemplated by this Agreement are
herein  referred to as the  "Closing."  The "Closing  Date" shall be the date on
which the Closing  occurs.  The Closing  shall occur on the first  business  day
following  the  day on  which  the  last of the  conditions  (other  than  those
conditions  which by their  terms are to occur only at the  Closing)  shall have
been satisfied or, if permissible, waived, or such later date as the parties may
agree.  The Closing  shall take place at the offices of Goodwin,  Procter & Hoar
LLP, Boston,  Massachusetts or at such other place as ATI and Parent shall agree
in writing.


                                   ARTICLE 8.
                                   TERMINATION

     SECTION 8.1. Termination and Abandonment.  This Agreement may be terminated
at any time prior to the Closing Date:

     (i) by mutual  agreement of the Boards of Directors of ATI,  Merger Sub and
Parent;

     (ii) by ATI, if (A) the conditions set forth in Sections 6.1 and 6.3 hereof
shall  not have  been  complied  with or  performed  and such  noncompliance  or
nonperformance  shall not have been cured or eliminated (or by its nature cannot
be cured or  eliminated)  by Parent on or before  January 30,  1998,  or (B) ATI
determines, in its sole good faith judgment, within five (5) days of the date of
the delivery of the Parent  Disclosure  Letter,  that the  exceptions  set forth
therein  are  materially   adversely  different  from  the  representations  and
warranties of Parent in Article 4 hereof,  provided that ATI shall inform Parent
upon such termination as to the reasons for its determination; and

     (iii) by Parent or Merger Sub, if (A) the  conditions set forth in Sections
6.1 and 6.2  hereof  shall not have been  complied  with or  performed  and such
noncompliance or  nonperformance  shall not have been cured or eliminated (or by
its nature cannot be cured or  eliminated) by ATI on or before January 30, 1998,
or (B) Parent determines,  in its sole good faith judgment, within five (5) days
of the date of the delivery of the ATI  Disclosure  Letter,  that the exceptions
set forth therein are materially  adversely  different from the  representations
and warranties of ATI in Article 3 hereof, provided that Parent shall inform ATI
upon such  termination  as to the reasons for its  determination,  or (C) Parent
determines, in its sole good faith judgment, within five (5) days of the date of
the delivery of the 1997 Balance Sheet, that the financial  condition or results
of operations of ATI as of and for the  eleven-month  period ended  November 30,
1997 are materially  adversely different from the financial condition or results
of operations of ATI as of and for the fiscal year ended December 31, 1996.

     SECTION 8.2.  Specific  Performance and Other Remedies.  The parties hereto
each  acknowledge  that the rights of each party to consummate the  transactions
contemplated  hereby are special,  unique and of  extraordinary  character,  and
that,  in the event that any party  violates  or fails or refuses to perform any
covenant or agreement made by it herein. the non-breaching  party may be without
an adequate remedy at law.  Except as otherwise  provided by Section 5.3 hereof,
the parties each agree, therefore,  that in the event that either party violates
or fails or refuses to perform  any  covenant  or  agreement  made by such party
herein,  the  non-breaching  party or parties may,  subject to the terms of this
Agreement  and in addition to any  remedies at law for damages or other  relief,
institute  and  prosecute  an action in any court of competent  jurisdiction  to
enforce  specific  performance  of such  covenant or agreement or seek any other
equitable relief.

     SECTION 8.3.  Effect of  Termination.  In the event of  termination of this
Agreement pursuant to this Article 8, this Agreement shall forthwith become void
and  there  shall be no  liability  on the part of any  party or its  respective
officers,  directors or stockholders,  except for obligations  under Section 5.3
and  this   Section   8.3,   all  of  which  shall   survive  the   termination.
Notwithstanding the foregoing,  nothing contained herein shall relieve any party
from liability for any breach of any covenant or agreement in this Agreement.

                                   ARTICLE 9.
                                 INDEMNIFICATION

     SECTION 9.1. Definitions. For the purposes of this Article 9:

     (i)  "ATI  Indemnitors"   shall  mean  the  Signing   Stockholder  and  the
Stockholders  (other than any Stockholders who perfect their right to dissent in
accordance with the DGCL).

     (ii) "ATI Indemnitors Representative" shall mean Ernest H. Lin.

     (iii) "ATI  Indemnitees"  shall mean the stockholders of ATI, of record and
beneficially,   as  of  the  date   hereof,   and   their   respective   agents,
representatives, employees, heirs, devisees, legatees, successors and assigns.

     (iv)  "Indemnification  Claim"  shall  mean  a  claim  for  indemnification
hereunder.

     (v) "Indemnitee" or  "Indemnitees"  shall mean one or more, as the case may
be, of the Parent Indemnitees and the ATI Indemnitees, without distinction.

     (vi) "Indemnitor" or "Indemnitors"  shall mean one or more, as the case may
be, of the Parent Indemnitors and the ATI Indemnitors, without distinction.

     (vii)  "Indemnitors  Representative"  shall mean Parent or Mr. Lin, without
distinction, as the case may be.

     (viii) "Losses" shall mean any and all demands,  claims,  actions or causes
of action,  assessments,  losses,  damages  (including special and consequential
damages),  liabilities,  costs  and  expenses,  including,  without  limitation,
interest,   penalties,   cost  of  investigation  and  defense,  and  reasonable
attorneys' and other professional fees and expenses,  provided that Losses shall
be  determined  net of any  insurance  proceeds  received by the  Indemnitee  in
respect of the subject matter of an Indemnification Claim.

     (ix) "Parent Indemnitees" shall mean Parent, the Surviving Corporation, and
their  respective  agents,  representatives,   employees,  officers,  directors,
shareholders,   controlling   persons  and   affiliates   (other  than  the  ATI
Stockholders).

     (x) "Parent  Indemnitors" shall mean Parent and the Surviving  Corporation,
jointly and severally.

     (xi) "Parent Indemnitors Representative" shall mean Parent.

     (xii)  "Third  Party  Claim"  shall  mean  any  claim,  suit or  proceeding
(including,  without limitation, a binding arbitration or an audit by any taxing
authority) that is instituted  against an Indemnitee by a person or entity other
than an Indemnitor and which, if prosecuted successfully, would result in a Loss
for which such Indemnitee is entitled to indemnification hereunder.

     SECTION 9.2.  Agreement of ATI  Indemnitors  to  Indemnify.  Subject to the
terms  and  conditions  of this  Article  9, the ATI  Indemnitors,  who shall be
jointly liable  proportionately  on the basis on which their  respective  Escrow
Shares  (assuming the full release  thereof to such persons)  bears to the total
number  of  Escrow  Shares,  and not  jointly  and  severally,  such  that  each
individual ATI Indemnitor's  liability under this Section 9.2 shall never exceed
such  proportionate  amount  of the  respective  Indemnitor's  Losses  for which
indemnity  is  sought  hereunder  (other  than  with  respect  to Mr.  Lin whose
liability  under  this  Section  9.2  shall  not  exceed  the  sum  of  (a)  his
proportionate  amount of the Losses  determined in accordance with the foregoing
manner  and  (b)  the  value  of  the  Signing  Stockholder  Parent  Shares  (as
hereinafter  defined)),  agree to  indemnify,  defend and hold  harmless  Parent
Indemnitees,  and each of them, from, against, for and in respect of any and all
Losses asserted against,  or paid,  suffered or incurred by, a Parent Indemnitee
and resulting from, based upon or arising out of:

     (i) the inaccuracy,  untruth or  incompleteness  of any  representation  or
warranty  of ATI  contained  in or made  pursuant to this  Agreement  or the ATI
Disclosure Letter, in each case as supplemented or amended by the ATI Disclosure
Letter,  as amended from time to time prior to the Effective Time, or in or made
pursuant to any Exhibit  furnished by ATI or the ATI  Indemnitors  in connection
herewith  regardless of whether the same was  deliberate,  reckless,  negligent,
innocent or unintentional;

     (ii)a breach of or failure to perform any covenant, undertaking,  condition
or agreement of ATI or the ATI Indemnitors made in this Agreement  regardless of
whether the same was deliberate, reckless, negligent, innocent or unintentional;

     (iii) the business or operations of ATI prior to the Effective  Time or the
actions or omissions of ATI's officers,  directors,  stockholders,  employees or
agents prior to the  Effective  Time,  irrespective  of the date that any claim,
suit or other course of action related thereto is filed or otherwise instituted,
provided that the foregoing shall not apply to any liability of ATI disclosed in
the ATI  Disclosure  Letter or reflected in the ATI Financial  Statements or the
1997 Balance Sheet;

     (iv)any claim by any former stockholder of ATI, or any predecessor thereto,
involving  the  transactions   contemplated  hereby  or  any  prior  transaction
involving any shares of capital stock of ATI; or

     (v) the Inverness Matter to the extent such Losses exceed $300,000.

     SECTION 9.3. Agreement of Parent  Indemnitors to Indemnify.  Subject to the
terms and  conditions  of this  Article 9, the Parent  Indemnitors,  jointly and
severally, agree to indemnify, defend and hold harmless the ATI Indemnitees, and
each of them, from,  against,  for and in respect of any and all Losses asserted
against,  or paid,  suffered or incurred by, each ATI  Indemnitee  and resulting
from, based upon, arising out of or in connection with:

     (i) the inaccuracy,  untruth,  or incompleteness  of any  representation or
warranty  of any  Parent  Indemnitor,  contained  in or  made  pursuant  to this
Agreement  or the Parent  Disclosure  Letter,  in each case as  supplemented  or
amended by the Parent  Disclosure  Letter, as amended from time to time prior to
the  Effective  Time,  or in or made  pursuant to any Exhibit  furnished  by the
Parent  Indemnitors,  or either of them,  in connection  herewith  regardless of
whether the same was deliberate, reckless, negligent, innocent or unintentional;
or

     (ii)a breach of or failure to perform any covenant, undertaking,  condition
or  agreement  of the  Parent  Indemnitors,  or  either  of  them,  made in this
Agreement or in any Exhibit to this Agreement regardless of whether the same was
deliberate, reckless, negligent, innocent or unintentional.

     SECTION  9.4.   Procedures  for   Indemnification.   The   obligations  and
liabilities  of the parties  with respect to an  Indemnification  Claim shall be
subject to the following terms and conditions:

     (i) An  Indemnification  Claim  shall  be made by a  Parent  Indemnitee  by
delivery of a written notice to the ATI  Indemnitors  Representative  requesting
indemnification  from the ATI  Indemnitors  and  specifying  the  basis on which
indemnification  is sought and the amount of asserted Losses and, in the case of
a Third  Party  Claim,  containing  (by  attachment  or  otherwise)  such  other
information as such Indemnitee shall have concerning such Third Party Claim.

     (ii)An Indemnification Claim shall be made by an ATI Indemnitee by delivery
of  a  written  notice  to  the  Parent  Indemnitors  Representative  requesting
indemnification and specifying the basis on which  indemnification is sought and
the  amount  of  asserted  Losses  and,  in the  case  of a Third  Party  Claim,
containing  (by  attachment  or  otherwise)  such  other   information  as  such
Indemnitee shall have concerning such Third Party Claim.

     (iii) If the  Indemnification  Claim  involves  a Third  Party  Claim,  the
procedures  set forth in  Section  9.5  hereof  shall  also be  observed  by the
Indemnitee and the Indemnitors Representative.

     (iv)If the Indemnification Claim involves a matter other than a Third Party
Claim, the Indemnitors  Representative  shall have thirty (30) days to object to
such Indemnification  Claim by delivery of a written notice of such objection to
such  Indemnitee  specifying in reasonable  detail the basis for such objection.
Failure to timely so object shall  constitute a final and binding  acceptance of
the Indemnification Claim by the Indemnitors Representative on behalf of all the
subject Indemnitors,  and the Indemnification  Claim shall be paid in accordance
with subsection (v) hereof.

     (v) Upon determination of the amount of an Indemnification  Claim,  whether
by  agreement  between the  Indemnitors  Representative  and the  Indemnitee  or
otherwise,  the Indemnitors shall pay the amount of such  Indemnification  Claim
within ten (10) days of the date such amount is determined.

     SECTION 9.5. Third Party Claims.  The  obligations  and  liabilities of the
parties  hereunder  with  respect to a Third Party Claim shall be subject to the
following terms and conditions:

     (i) The  Indemnitee  shall give the applicable  Indemnitors  Representative
written  notice of a Third Party Claim  promptly after receipt by the Indemnitee
of  notice  thereof,  and  the  Indemnitors  Representative,  on  behalf  of the
Indemnitors,  may undertake the defense,  compromise and  settlement  thereof by
representatives of its own choosing reasonably acceptable to the Indemnitee. The
failure of the Indemnitee to notify the Indemnitors Representative of such claim
shall not  relieve  the  Indemnitors  of any  liability  that they may have with
respect  to such  claim  except to the  extent  the  Indemnitors  Representative
demonstrates  that the defense of such claim is prejudiced by such failure.  The
assumption  of the defense,  compromise  and  settlement of any such Third Party
Claim  by the  Indemnitors  Representative  shall  be an  acknowledgment  of the
obligation of the  Indemnitors to indemnify the Indemnitee  with respect to such
claim hereunder.  If the Indemnitee  desires to participate in, but not control,
any such defense,  compromise and settlement,  it may do so at its sole cost and
expense.  If,  however,  the  Indemnitors  Representative  fails or  refuses  to
undertake  the  defense of such  Third  Party  Claim  within ten (10) days after
written notice of such claim has been given to the Indemnitors Representative by
the  Indemnitee,  the Indemnitee  shall have the right to undertake the defense,
compromise and settlement of such claim with counsel of its own choosing,  which
counsel shall be reasonably  satisfactory to the Indemnitors  Representative and
which  settlement,   if  any,  is  reasonably  satisfactory  to  the  Indemnitor
Representative.  In the  circumstances  described in the  immediately  preceding
sentence,  the Indemnitee shall,  promptly upon its assumption of the defense of
such claim,  make an  Indemnification  Claim as  specified  in Section 9.3 which
shall be deemed an Indemnification Claim that is not a Third Party Claim for the
purposes of the procedures set forth herein.

     (ii) If, in the reasonable opinion of the Indemnitee, any Third Party Claim
or the litigation or resolution  thereof involves an issue or matter which could
have a material adverse effect on the business,  operations,  assets, properties
or  prospects   of  the   Indemnitee   (including,   without   limitation,   the
administration of the tax returns and responsibilities under the tax laws of the
Indemnitee),  the  Indemnitee  shall  have the  right to  control  the  defense,
compromise  and  settlement  of  such  Third  Party  Claim   undertaken  by  the
Indemnitors  Representative,  and  the  reasonable  costs  and  expenses  of the
Indemnitee   in  connection   therewith   shall  be  included  as  part  of  the
indemnification  obligations  of the  Indemnitors  hereunder.  If the Indemnitee
shall elect to exercise such right,  the Indemnitors  Representative  shall have
the right to  participate  in, but not  control,  the  defense,  compromise  and
settlement of such Third Party Claim at its sole cost and expense.

     (iii) No settlement of a Third Party Claim involving the asserted liability
of the Indemnitors  under this Article 9 shall be made without the prior written
consent by or on behalf of the Indemnitors  Representative,  which consent shall
not be unreasonably  withheld or delayed.  Consent shall be presumed in the case
of settlements of $20,000 or less where the Indemnitors  Representative  has not
responded within five (5) business days of notice of a proposed  settlement.  If
the Indemnitors  Representative assumes the defense of such a Third Party Claim,
(A) no  compromise  or  settlement  thereof may be  effected by the  Indemnitors
Representative  without the Indemnitee's  consent unless (i) there is no finding
or  admission  of any  violation  of law or any  violation  of the rights of any
person and no effect on any other claim that may be made against the Indemnitee,
(ii) the sole relief  provided is monetary  damages that are paid in full by the
Indemnitors,   and  (iii)  the   compromise  or  settlement   includes,   as  an
unconditional  term thereof,  the giving by the claimant or the plaintiff to the
Indemnitee of a release,  in form and substance  satisfactory to the Indemnitee,
from all liability in respect of such Third Party Claim,  and (B) the Indemnitee
shall have no liability  with respect to any  compromise or  settlement  thereof
effected without its consent.

     (iv) In connection with the defense,  compromise or settlement of any Third
Party Claim, the parties to this Agreement shall execute such powers of attorney
as may reasonably be necessary or appropriate to permit participation of counsel
selected by any party hereto and, as may reasonably be related to any such claim
or  action,  shall  provide  access  to  the  counsel,   accountants  and  other
representatives  of each party during normal  business hours to all  properties,
personnel,  books,  tax records,  contracts,  commitments and all other business
records of such other party and will  furnish to such other party  copies of all
such  documents  as may  reasonably  be  requested  (certified,  if  requested),
provided that the receiving party agrees to maintain the confidential  nature of
the information  provided to the receiving party to the reasonable  satisfaction
of the party providing such information.

     SECTION 9.6. Rights and Remedies Exclusive. Except as expressly provided in
Section  5.3 hereof and except to the extent the same shall have been the result
of common-law  fraud,  intentional  omission or deliberate  concealment by or on
behalf of an  Indemnitor,  the rights of the  Indemnitees  under this  Article 9
shall be the exclusive  rights and remedies of the Indemnitees for any breach of
the  representations  and  warranties on the part of any  Indemnitor;  provided,
however,  that this Section 9.6 does not limit the rights of any party under any
of the Exhibits hereto.

     SECTION 9.7. Survival.  Subject to Section 9.8 hereof, all representations,
warranties  and agreements  contained in this  Agreement or in any  certificate,
schedule  or  exhibit  delivered  pursuant  to this  Agreement,  in each case as
supplemented  or  amended by the  respective  ATI's or the  Parent's  Disclosure
Letter,  as amended from time to time prior to the Effective Time, shall survive
the Closing  notwithstanding any investigation conducted with respect thereto or
any   knowledge   acquired  as  to  the  accuracy  or  inaccuracy  of  any  such
representation or warranty.

     SECTION 9.8. Time Limitations

     (i) If the Closing  occurs,  the ATI  Indemnitors  shall have no  liability
under Section 9.2, unless on or before the 18th month anniversary of the Closing
Date  the  ATI  Indemnitors   Representative   is  given  notice   asserting  an
Indemnification  Claim  with  respect  thereto;   provided,   however,  that  an
Indemnification  Claim based upon a breach of the representations and warranties
of ATI contained in (a) Sections  3.1, 3.2, 3.3,  3.4(b) and 3.16 may be made at
any time  except as limited  by law,  (b)  Section  3.11 may be made at any time
prior to the  expiration of the applicable  statutes of limitations  relative to
the  liability  relating  thereto;  and (c) Section 3.17 may be made at any time
prior to the fifth anniversary of the Closing Date.

     (ii) If the Closing occurs,  the Parent Indemnitors shall have no liability
under Section 9.3, unless on or before the 18th month anniversary of the Closing
Date the Parent Indemnitors are given notice asserting an Indemnification  Claim
with respect thereto;  provided,  however,  that an Indemnification  Claim based
upon a breach of the  representations  and warranties of the Parent  Indemnitors
contained in (a) Sections  4.1,  4.2, 4.3 and 4.4 may be made at any time except
as  limited  by law and (b)  Section  4.9 may be made at any  time  prior to the
expiration of the applicable  statutes of limitations  relative to the liability
relating thereto.

     SECTION 9.9.  Limitations as to Amount Payable by ATI Indemnitors.  The ATI
Indemnitors  shall have no liability  with  respect to the matters  described in
Section  9.2 until the total of all Losses  with  respect  thereto  (other  than
Losses  described in Section  9.2(v)) exceeds  $100,000,  in which event the ATI
Indemnitors  shall be obligated to indemnify the Indemnitees as provided in this
Article 9 for all such Losses. Except as provided below in this Section 9.9, the
maximum amount of any claim against the ATI Indemnitors shall not exceed the sum
of (i)  $5,000,000  and (ii) the value of the Parent  Shares to be issued to the
Signing Stockholder (the "Signing  Stockholder Parent Shares") where such shares
are valued at the Average Closing Price.  Notwithstanding anything herein to the
contrary, satisfaction of any claim by the Parent Indemnitees under this Article
9 shall be limited to and made by a redemption  of the Parent  Shares and Escrow
Shares (with each such share having a value equal to the Average  Closing Price)
as follows:  first by a redemption of the Signing  Stockholder Parent Shares and
second by a redemption of the Escrow Shares which have become  releasable  under
the terms of the Escrow Agreement to the ATI  Stockholders;  provided,  however,
that if the  conditions  precedent  to the  release of all or any portion of the
Escrow Shares have been  satisfied,  then the  satisfaction  of any claim by the
Parent  Indemnitees  under this Article 9 shall be made first by a redemption of
Escrow  Shares to the extent  released and second by a redemption of the Signing
Stockholder  Parent Shares.  The limitations set forth above in this Section 9.9
with respect to the aggregate  amount of claims made against the ATI Indemnitors
(but not the  method of  satisfying  such  claims  pursuant  to the  immediately
preceding sentence hereof) shall not apply to any intentional  misrepresentation
or breach of  warranty  by or on behalf  of ATI or any  intentional  failure  to
perform or comply with any covenant or agreement of ATI, and ATI shall be liable
for all Losses with respect thereto.

     SECTION  9.10.  Limitations  as to Amount  Payable by Parent and  Surviving
Corporation.  The Parent Indemnitors shall have no liability with respect to the
matters  described  in Section  9.2 until the total of all Losses  with  respect
thereto  exceeds  $50,000,  in  which  event  the  Parent  Indemnitors  shall be
obligated to indemnify the ATI Indemnitees as provided in this Article 9 for all
such Losses up to an aggregate of $2,000,000.

     SECTION  9.11.  Subrogation.  Upon  payment in full of any  Indemnification
Claim, whether such payment is effected by set-off or otherwise,  or the payment
of any  judgment  or  settlement  with  respect  to a  Third  Party  Claim,  the
Indemnitors  shall be  subrogated to the extent of such payment to the rights of
the  Indemnitee  against any person or entity with respect to the subject matter
of such Indemnification Claim or Third Party Claim.

     SECTION  9.12.  Appointment  of ATI  Indemnitors  Representative.  Each ATI
Indemnitor  constitutes and appoints the ATI Indemnitors  Representative  as his
true and lawful attorney-in-fact to act for and on behalf of such ATI Indemnitor
in all matters relating to or arising out of this Article 9 and the liability or
asserted liability of such ATI Indemnitor hereunder, including specifically, but
without  limitation,  accepting  and  agreeing  to the  liability  of  such  ATI
Indemnitor  with  respect  to  any  Indemnification   Claim,  objecting  to  any
Indemnification  Claim,  disputing the liability of such ATI Indemnitor,  or the
amount  of  such  liability,  with  respect  to any  Indemnification  Claim  and
prosecuting  and  resolving  such  dispute  as herein  provided,  accepting  the
defense,  compromise  and  settlement of any Third Party Claim on behalf of such
ATI  Indemnitor or refusing to accept the same,  settling and  compromising  the
liability of such ATI Indemnitor  hereunder,  instituting and  prosecuting  such
actions   (including   arbitration   proceedings)   as   the   ATI   Indemnitors
Representative  shall deem  appropriate in connection  with any of the foregoing
and retaining counsel, accountants,  appraisers and other advisers in connection
with any of the foregoing,  all for the account of the ATI Indemnitor,  such ATI
Indemnitor  agreeing to be fully bound by the acts,  decisions and agreements of
the ATI  Indemnitor  Representative  taken and done  pursuant  to the  authority
herein granted.  Each ATI Indemnitor  hereby agrees to indemnify and to save and
hold harmless the ATI Indemnitors  Representative from any liability incurred by
the ATI Indemnitors Representative based upon or arising out of any act, whether
of omission or commission, of the ATI Indemnitors Representative pursuant to the
authority herein granted, other than acts, whether of omission or commission, of
the ATI Indemnitors  Representative  that constitute gross negligence or willful
misconduct  in  the  exercise  by  the  ATI  Indemnitors  Representative  of the
authority  herein granted.  The death or incapacity of any ATI Indemnitor  shall
not terminate the authority and agency of the ATI Indemnitors Representative. In
the event of the resignation of an ATI Indemnitors Representative, the resigning
ATI Indemnitors  Representative  shall appoint a successor either from among the
ATI  Indemnitors  or who shall  otherwise be  acceptable to Parent and who shall
agree in writing to accept such  appointment,  and the resigning ATI Indemnitors
Representative's resignation shall not be effective until such a successor shall
exist. If an ATI Indemnitors  Representative should die or become incapacitated,
his  successor  shall be  appointed  within  thirty  (30)  days of his  death or
incapacity by a majority of the ATI Indemnitors, and such successor either shall
be a Stockholder  or shall  otherwise be  acceptable to Parent.  The choice of a
successor ATI Indemnitors Representative appointed in any manner permitted above
shall be final and binding upon all of the ATI  Indemnitors.  The  decisions and
actions  of any  successor  ATI  Indemnitors  Representative  shall be,  for all
purposes,  those of an ATI  Indemnitors  Representative  as if originally  named
herein.

     SECTION 9.13. Payment. In the event that any Indemnitor is required to make
any payment under this Article 9, such party shall  promptly pay the  Indemnitee
the  amount so  determined.  If there  should be a dispute  as to the  amount or
manner of determination  of any indemnity  obligation owed under this Article 9,
the  Indemnitor  shall  nevertheless  pay when due such portion,  if any, of the
obligation as shall not be subject to dispute.  The difference,  if any, between
the amount of the  obligation  ultimately  determined as properly  payable under
this Article 9 and the portion, if any,  theretofore paid shall bear interest as
provided  below.  If all or part of any  indemnification  obligation  under this
Agreement is not paid when due,  then the  Indemnitor  shall pay the  Indemnitee
interest on the unpaid amount of the  obligation  for each day from the date the
amount became due until payment in full,  payable on demand,  at the fluctuating
rate per annum which at all times shall be the lowest rate of interest generally
charged  from  time to time by Morgan  Guaranty  Trust  Company  of New York and
publicly announced by such bank as its so-called "prime rate."


                                   ARTICLE 10.
                            MISCELLANEOUS PROVISIONS

     SECTION 10.1. Notices. All notices, communications and deliveries hereunder
shall be made in writing signed by the party making the same,  shall specify the
Section  hereunder  pursuant  to which it is given or being  made,  and shall be
deemed  given or made on the date  delivered  if  delivered  in person or on the
third (3rd) business day after it is mailed if mailed by registered or certified
mail  (return  receipt  requested)  (with  postage  and other fees  prepaid)  as
follows:


         To Parent, Merger Sub or the Surviving Corporation:

              World Access, Inc.
              945 E. Paces Ferry Road
              Suite 2240
              Atlanta, Georgia 30326
              Attn:  Mr. Mark A. Gergel

         with a copy to:

              Rogers & Hardin LLP
              2700 International Tower, Peachtree Center
              229 Peachtree Street, N.E.
              Atlanta, Georgia 30303
              Attn: Steven E. Fox, Esq.

         To ATI or the Signing Stockholder:

              Advanced TechCom, Inc.
              181 Ballardvale Street
              Wilmington, Massachusetts  01887
              Attn:  Mr. Ernest H. Lin

         with a copy to:

              Goodwin, Procter & Hoar LLP
              Exchange Place
              Boston, Massachusetts  021909-2881
              Attn:  Paul W. Lee, Esq.

or to such  other  representative  or at such  other  address of a party as such
party hereto may furnish to the other parties in writing.

     SECTION 10.2.  Disclosure  Letters and Exhibits.  The ATI Disclosure Letter
and the Parent Disclosure Letter and all Exhibits hereto are hereby incorporated
into this  Agreement  and are hereby made a part hereof as if set out in full in
this Agreement.

     SECTION 10.3. Assignment; Successors in Interest. No assignment or transfer
by  Parent,  Merger  Sub or ATI  of  their  respective  rights  and  obligations
hereunder  prior to the  Closing  shall be made  except  with the prior  written
consent of the other parties  hereto.  This Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their permitted  successors
and assigns,  and any reference to a party hereto shall also be a reference to a
permitted successor or assign.

     SECTION  10.4.  Number;  Gender.  Whenever  the  context so  requires,  the
singular  number  shall  include  the plural and the plural  shall  include  the
singular, and the gender of any pronoun shall include the other genders.

     SECTION  10.5.  Captions.  The  titles,  captions  and  table  of  contents
contained in this Agreement are inserted  herein only as a matter of convenience
and for reference and in no way define,  limit,  extend or describe the scope of
this Agreement or the intent of any provision hereof. Unless otherwise specified
to the  contrary,  all  references  to Articles and Sections are  references  to
Articles  and  Sections of this  Agreement  and all  references  to Exhibits are
references to Exhibits to this Agreement and the ATI  Disclosure  Letter and the
Parent Disclosure Letter.

     SECTION 10.6. Controlling Law; Jurisdiction;  Integration;  Amendment. This
Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of Georgia without  reference to Georgia's  choice of
law  rules  and  each  of  the  parties  hereto  hereby   consents  to  personal
jurisdiction  in any  federal  or state  court in the  State  of  Georgia.  This
Agreement and the documents executed pursuant hereto supersede all negotiations,
agreements  and  understandings  among the parties  with  respect to the subject
matter hereof and  constitutes  the entire  agreement  among the parties hereto,
this Agreement may not be amended,  modified or  supplemented  except by written
agreement of the parties hereto.

     SECTION 10.7. Knowledge. As used in this Agreement, (i) the terms "the best
knowledge  of ATI,"  "known to ATI" or words of similar  import used herein with
respect to ATI shall mean the actual knowledge of any senior  executive  officer
of ATI,  together  with the  knowledge a reasonable  business  person would have
obtained  after  making  reasonable  inquiry  and  after  exercising  reasonable
diligence  with  respect to the  matters  at hand;  and (ii) the terms "the best
knowledge of Parent,"  "known to Parent" or words of similar  import used herein
with respect to Parent shall mean the actual  knowledge of any senior  executive
officer of Parent,  together  with the  knowledge a reasonable  business  person
would  have  obtained  after  making  reasonable  inquiry  and after  exercising
reasonable diligence with respect to the matters at hand.

     SECTION 10.8.  Severability.  Any  provision  hereof which is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction,  be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render  unenforceable  such provision in any
other jurisdiction. To the extent permitted by law, the parties hereto waive any
provision of law which renders any such provision prohibited or unenforceable in
any respect.

     SECTION 10.9.  Counterparts.  This Agreement may be executed in two or more
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary  in making  proof of this  Agreement or the terms hereof to produce or
account for more than one of such counterparts.

     SECTION 10.10.  Enforcement of Certain Rights. Nothing expressed or implied
in this Agreement is intended, or shall be construed, to confer upon or give any
person,  firm or corporation other than the parties hereto, and their successors
or assigns, any rights, remedies,  obligations or liabilities under or by reason
of this Agreement,  or result in such person, firm or corporation being deemed a
third party beneficiary of this Agreement.

     SECTION 10.11. Waiver. At any time prior to the Effective Time, the parties
hereto,  by or pursuant to action taken by their respective  Boards of Directors
in the case of Parent, Merger Sub and ATI, may, to the extent legally permitted:
(a) extend the time for the  performance of any of the obligations or other acts
of any other  party;  (b)  waive  any  inaccuracies  in the  representations  or
warranties of any other party  contained in this Agreement or in any document or
certificate  delivered  pursuant hereto;  (c) waive compliance or performance by
any other party with any of the  covenants,  agreements or  obligations  of such
party contained herein;  and (d) waive the satisfaction of any condition that is
precedent to the  performance by the party so waiving of any of its  obligations
hereunder.  Any agreement on the part of a party hereto to any such extension or
waiver shall be valid only if set forth in an  instrument  in writing  signed on
behalf of such party. A waiver by one party of the  performance of any covenant,
agreement,  obligation,  condition,  representation  or  warranty  shall  not be
construed as a waiver of any other covenant, agreement,  obligation,  condition,
representation or warranty.  A waiver by any party of the performance of any act
shall  not  constitute  a  waiver  of the  performance  of any  other  act or an
identical act required to be performed at a later time.

     SECTION 10.12. Fees and Expenses. Each party hereto shall pay its own fees,
costs  and  expenses   incurred  in  connection  with  this  Agreement  and  the
transactions contemplated hereby, including, but not limited to, the fees, costs
and expenses of its  financial  advisors,  accountants  and  counsel;  provided,
however,  that  the ATI  Stockholders  shall  pay all of such  fees,  costs  and
expenses incurred by ATI in excess of Fifty Thousand Dollars ($50,000).


                           [Signatures on next pages]



<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have duly executed and sealed
this  Agreement or have caused this  Agreement to be duly executed under seal on
its behalf by an officer or  representative  thereto duly authorized,  all as of
the date first above written.



                                       _____________________________(SEAL)
                                             ERNEST H. LIN


                                       ADVANCED TECHCOM, INC.



                                       By:________________________________
                                       Its:_______________________________


                                       Attest:____________________________
                                       Its:_______________________________
                                            [CORPORATE SEAL]

                                       WORLD ACCESS, INC.



                                       By:________________________________
                                       Its:_______________________________


                                       Attest:____________________________
                                       Its:_______________________________

                                            [CORPORATE SEAL]


                                       CELLULAR INFRASTRUCTURE SUPPLY, INC.



                                       By:_______________________________
                                       Its:______________________________


                                       Attest:___________________________
                                       Its:______________________________

                                            [CORPORATE SEAL]


<PAGE>
EXHIBIT 10.1

                     
                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT  AGREEMENT  ("Agreement") is made and entered into this
29th day of  January,  1998,  by and  between  ERNEST H. LIN, a resident  of the
Commonwealth of  Massachusetts  ("Employee"),  CELLULAR  INFRASTRUCTURE  SUPPLY,
INC., a Delaware  corporation  ("Company"),  and WORLD ACCESS,  INC., a Delaware
corporation and the parent of the Company (the "Parent").

                              W I T N E S S E T H:

         WHEREAS,  the  Company  and  Employee  each  desire to enter  into this
Agreement,  pursuant to which the Company  will employ the Employee on the terms
and conditions hereinafter set forth and to make certain other agreements;

         NOW,  THEREFORE,  in  consideration of the premises and of the promises
and agreement hereinafter set forth, the parties hereto, intending to be legally
bound, do hereby agree as follows:

SECTION 1. Employment.

         1.1.  General  Employment.  Subject to the terms  hereof,  the  Company
hereby employs Employee,  and Employee hereby accepts such employment.  Employee
will devote his full  business  time and best efforts to  rendering  services on
behalf of the Company.

SECTION 2. Position.

         2.1.  Title and Duties.  Employee  will serve as the  President  of the
Advanced  TechCom  Division of the Company  (the "ATI  Division")  and, as such,
Employee  will report to the  President of the Transport and Access Group of the
Parent.  If, at any time  after  December  31,  1998,  the ATI  Division  is not
performing in accordance  with its business plan, then the Parent may remove the
Employee as  President,  and, if so  removed,  Employee  shall serve as a senior
officer of the ATI  Division  with such title and having such duties as Employee
and Parent shall mutually agree and the successor  President of the ATI Division
to be appointed by Parent shall be reasonably satisfactory to Employee. Employee
shall exercise such authority and perform such duties relating to Company as are
considered standard and typical for an officer in his position.  Subject to such
travel  requirements  as may be  reasonably  necessary  to  the  performance  of
Employee's duties  hereunder,  Employee will be required to perform the services
and duties provided for in this Agreement only at the location of the offices of
the Company in the Boston,  Massachusetts  metropolitan  area,  or at such other
location of the Company as the Employee and the Company may mutually agree.

SECTION 3. Term.

         3.1.  Initial Term. The employment of Employee  hereunder will commence
on the date hereof (the  "Effective  Date") and will continue  until the earlier
of:

                  (a)      December 31, 1999 (the "Initial Term"); or
                  (b)      the occurrence of any of the following events:
                           (i) the death or total  disability of Employee (total
                  disability  meaning  the  failure of  Employee  to perform his
                  normal required services  hereunder at his office for a period
                  of three (3)  consecutive  months,  by  reason  of  Employee's
                  mental or physical  disability  as so determined by a licensed
                  physician selected by the Company satisfactory to Employee);

                           (ii) the  mutual  written  agreement  of the  parties
                  hereto to terminate Employee's employment hereunder; or

                           (iii)  the   Company's   termination   of  Employee's
                  employment  hereunder,  upon thirty  (30) days' prior  written
                  notice to Employee, for "good cause".

         (c) For  purposes of this  Section,  "good  cause" for  termination  of
Employee's employment will exist:

                           (i)      if Employee is  convicted  of (from which no
                  appeal may be taken),  or pleads guilty to, any act of  fraud,
                  misappropriation or embezzlement, or any felony;

                           (ii) if,  in the sole  determination  of the Board of
                  Directors  of the  Company  ("Board"),  and as set  forth in a
                  written  statement   executed  by  the  Board  (not  including
                  Employee,  if he  is a  Director),  Employee  has  engaged  in
                  conduct or activities  materially  damaging to the business of
                  the  Company  (it  being  understood,  however,  that  neither
                  conduct nor activities  pursuant to Employee's exercise of his
                  good faith business judgment nor unintentional physical damage
                  to any  property of the  Company by Employee  will be a ground
                  for such a determination by the Board); or

                           (iii) if Employee has failed without reasonable cause
                  to devote his full business time and reasonable efforts to the
                  business of the Company  and,  after  written  notice from the
                  Company of such failure, Employee at any time thereafter again
                  so fails,  provided that the Company gives Employee  notice of
                  such  failure  prior to or  together  with any such  notice of
                  termination.

         3.2. Renewal. The term of this Agreement will automatically renew after
the expiration of the Initial Term for one or more additional one (1) year terms
unless  either  party gives  notice of  non-renewal  to the other party at least
sixty (60) days prior to the  expiration  of the  then-existing  term,  in which
event this Agreement  will  terminate  upon the expiration of the  then-existing
term.

SECTION 4. Compensation and Benefits.

         4.1.     Salary.

                  (a) The Company  will pay Employee a salary at the annual rate
of One Hundred Fifty Thousand Dollars ($150,000) payable bi-weekly in accordance
with the payroll  payment  practices  adopted  from time to time by the Company.
Employee  shall also be  entitled  to receive an annual  bonus as  described  in
Section 4.3 hereof.

                  (b)  The  Company   agrees  to  consider   and,  if  it  deems
appropriate,  to declare,  from time to time  (although no more than once during
each 12 month period  commencing each January 1) increases in the salary it pays
Employee  based upon  inflation,  adjustments  to the  salaries of other  senior
management  personnel,  the past  performance  of Employee and the  contribution
Employee makes to the business and profits of the Company during the term hereof

         4.2.     Compensation Upon Termination or During Disability.

                  (a)  Should  Employee's  employment  be  terminated  upon  the
expiration  of the term of this  Agreement,  as set forth in  Section  3.1(a) or
(b)(ii), the Company shall pay Employee his full salary through the date of such
termination  at the rate in effect at that  time,  and  Employee  shall have the
right to exercise any and all vested stock options  granted to him,  pursuant to
the terms and conditions of Parent's stock option plan.

                  (b) Should  Employee's  employment  be terminated by reason of
his death,  as set forth in Section  3.1(b)(i),  the  Company  shall pay to such
person as he shall designate in a notice filed with the Company,  or, if no such
person shall be designated,  to his estate as a lump sum death benefit, his full
salary to the date of his death, in addition to any payments  Employee's spouse,
beneficiaries  or estate may be entitled  to receive  pursuant to any pension or
employee  benefit  plan or life  insurance  policy  maintained  by the  Company.
Employee's designee,  estate or spouse, as the case may be, shall have the right
to exercise any and all vested stock  options  granted to Employee  prior to his
date of death,  pursuant to the terms and  conditions  of Parent's  stock option
plan.

                  (c) During  any  period  that  Employee  fails to perform  his
duties  hereunder as a result of incapacity  due to physical or mental  illness,
Employee  shall  continue to receive his full  salary and bonus  payments  until
Employee's  employment is terminated  for total  disability  pursuant to Section
3.1(b)(i). Upon termination of his employment for total disability,  Employee or
his representative, as the case may be, shall have the right to exercise any and
all  vested  stock  options  granted  to  Employee  prior  to  the  date  of his
termination  for total  disability,  pursuant  to the terms  and  conditions  of
Parent's stock option plan.

                  (d)  Should  Employee's  employment  be  terminated  for "good
cause,"  as set forth in Section  3.1(b)(iii),  the  Company  shall pay his full
salary  through the date of such  termination at a rate in effect at the time of
his termination.

                  (e)  Employee  shall not be required to mitigate the amount of
any  payment  provided  for in  Section 4 of this  Agreement  by  seeking  other
employment  or  otherwise,  nor shall the amount of any payment  provided for in
Section 4 of this Agreement be reduced by any compensation earned by Employee as
the result of employment by another  employer after  Employee's  employment with
the Company terminates.

         4.3. Bonus; Benefits. From and after January 1, 1998, Employee shall be
entitled to  participate  in the incentive and bonus programs of the Company and
Parent to the same  extent as others  who hold  positions  and  responsibilities
comparable  to that of Employee,  and the terms of such  programs  shall provide
that Employee shall be eligible to earn an annual bonus in an amount equal to at
least thirty  percent  (30%) of  Employee's  annual  salary.  Employee  shall be
entitled  during the term of his  employment to receive such  employee  benefits
consistent with the policies of the Company as applied to employees generally.

         4.4.  Grant of  Stock  Options  to  Employee.  During  the term of this
Agreement,  the  Employee  shall be  eligible to  participate  in the 1991 Stock
Option  Plan of Parent  (the  "Option  Plan"),  on the terms and  subject to the
conditions under which  participation in such plan is made available to eligible
employees of the Parent or its  affiliates.  On the Effective  Date hereof,  the
Parent shall grant to Employee  non-qualified  stock options to purchase  50,000
shares of the common  stock of Parent,  for a purchase  price  equal to the fair
market  value  of  such  shares  on the  date  of  grant,  vesting  at a rate of
twenty-five  percent  (25%) on each of the first four (4)  anniversaries  of the
date of the grant.

         4.5. Designation of Employees to Receive Stock Options.  Upon execution
of this  Agreement,  the Company  shall grant  Employee  the right to  designate
employees of the ATI Division, other than Employee, as grantees of non-qualified
stock  options to purchase  200,000  shares of the common  stock of Parent for a
purchase  price  equal to the fair  market  value of such  shares on the date of
grant pursuant to the Option Plan,  vesting at the rate of  twenty-five  percent
(25%) on each of the first four (4) anniversaries of the date of the grant.

         4.6.     Insurance.

                  (a)  Life  and  Other  Insurance.  The  Company  will,  at its
expense,  provide  or  arrange  for  and  keep in  effect,  during  the  term of
Employee's  employment  hereunder,  so long as he is insurable,  such group term
life  insurance,  accidental  death and  dismemberment  insurance  and long term
disability insurance, or their equivalents, as is provided from time to time for
executives of Parent and its subsidiaries holding positions and responsibilities
comparable to those of Employee.

                  (b)  Medical   Insurance.   During  the  term  of   Employee's
employment hereunder,  the Company will, at its expense,  provide or arrange for
and keep in effect,  hospitalization,  major  medical  and  similar  medical and
health insurance for Employee and his family,  to the same extent as is provided
from  time to time  for  executives  of  Parent  and  its  subsidiaries  holding
positions and responsibilities comparable to those of Employee.

         4.7. Vacation;  Leave.  Employee will be entitled to the same number of
days of paid vacation during each year of his employment hereunder as is allowed
to other  executives  of  Parent  and its  subsidiaries  holding  positions  and
responsibilities  comparable to those of Employee. Employee shall be entitled to
leave of absence and leave for illness or  temporary  disability  in  accordance
with policies in effect for  executives of Parent and its  subsidiaries  holding
positions and responsibilities comparable to those of Employee, and any leave on
account of illness or temporary  disability  which is short of total  disability
(as set  forth in  Section  3.1  hereof)  shall not  constitute  a breach by the
Employee of his agreements hereunder.

         4.8. Retirement Benefits.  During the term of his employment hereunder,
Employee  shall  have the  same  right as other  executives  of  Parent  and its
subsidiaries  holding  positions  and  responsibilities  comparable  to those of
Employee to  participate  in all  profit-sharing,  pension and other  retirement
plans as are now, or as may hereafter be, established by Parent.

         4.9.  Out-of-Pocket  Expenses.  The Company will reimburse Employee for
all reasonable  out-of-pocket  expenses  incurred by Employee in connection with
the  performance  of his  duties  hereunder  upon  presentation  of  appropriate
vouchers therefor.

SECTION 5. Miscellaneous.

         5.1.  Successors;   Binding  Effect.  The  Company  shall  require  any
successor  (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company, by agreement in form and substance reasonably satisfactory to Employee,
to expressly  assume and agree to perform this  Agreement in the same manner and
to the same extent  that the Company  would be required to perform it if no such
succession  had taken  place.  Failure of the Company to obtain  such  agreement
prior to the  effectiveness  of any such  succession  shall be a breach  of this
Agreement and shall  entitle  Employee to  compensation  from the Company in the
same amount and on the same terms as he would be entitled  to  hereunder  if his
employment  were  terminated  without  "good  cause." The date on which any such
succession  becomes  effective  shall be  deemed  to be the  date of  Employee's
termination.  This  Agreement  will inure to the  benefit of and will be binding
upon  Employee,  his  executor,  administrator,   personal  representatives  and
assigns, and upon the Company and its successors and assigns; provided, however,
that the obligation and duties of Employee may not be assigned or delegated.

         5.2. Governing Law. This Agreement will be deemed to be made in, and in
all respects interpreted,  construed and governed by and in accordance with, the
laws of the Commonwealth of  Massachusetts,  without giving effect to principles
of conflict of laws.

         5.3.  Invalid  Provisions.  The parties  herein  hereby  agree that the
agreements,  provisions and covenants  contained in this Agreement are severable
and divisible,  that none of such  agreements,  provisions or covenants  depends
upon any other provision, agreement or covenant for its enforceability, and that
such  agreement,  provision and covenant  constitutes an enforceable  obligation
between the Company and Employee.  Consequently,  the parties  hereto agree that
neither the invalidity  nor the  enforceability  of any agreement,  provision or
covenant of this  Agreement  will  affect the other  agreements,  provisions  or
covenants hereof, and this Agreement will remain in full force and effect and be
construed  in all  respects  as if  such  invalid  or  unenforceable  agreement,
provision or covenant were omitted.

         5.4.  Headings.  The section and paragraph  headings  contained in this
Agreement  are for  reference  purposes  only and will not affect in any way the
meaning or interpretation of this Agreement.

         5.5.  Notices.  All  communications  provided for hereunder  will be in
writing and will be deemed to given when delivered in person or deposited in the
United States mail, first class, registered mail, return receipt requested, with
proper postage prepaid, and

         (a)      If to Employee, addressed to:

                                    Ernest H. Lin
                                    ======================

         (b)      If to the Company, addressed to:

                                    Cellular Infrastructure Supply, Inc.
                                    c/o World Access, Inc.
                                    945 E. Paces Ferry Road, Suite 2240
                                    Atlanta, Georgia  30326
                                    Attn:  Chief Executive Officer

or at such other  place or places or to such other  person or persons as will be
designated  in writing by the parties  hereto in the manner  provided  above for
notices.

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

         5.7.  Waiver of Breach.  The  waiver by the  Company of a breach of any
provision,  agreement or covenant of this Agreement by Employee will not operate
or be construed as a waiver of any prior or subsequent breach of the same or any
other provision, agreement or covenant by Employee.

         5.8. Entire Agreement. This Agreement is intended by the parties hereto
to be the final expression of their agreement with respect to the subject matter
hereof and is the complete and exclusive  statement thereof  notwithstanding any
representation or statements to the contrary heretofore made. This Agreement may
be modified only by written instrument signed by each of the parties hereto.

         IN WITNESS WHEREOF, Employee has extended and delivered this Agreement,
and each of the  Company  and the Parent has caused  this  Agreement  to be duly
executed and delivered by its duly authorized officers,  all on the day and year
first written above.



                                       -------------------------------
                                       ERNEST H. LIN


                                       CELLULAR INFRASTRUCTURE SUPPLY, INC.


                                       By:____________________________
                                       Its:___________________________


                                       WORLD ACCESS, INC.


                                       By:____________________________
                                       Its:___________________________





         
<PAGE>
EXHIBIT 10.2



                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (the  "Agreement") is made and entered into as of
the 29th day of January,  1998,  by and among  WORLD  ACCESS,  INC.,  a Delaware
corporation  ("Parent"),   CELLULAR  INFRASTRUCTURE  SUPPLY,  INC.,  a  Delaware
corporation (the "Surviving  Corporation"),  CAUTHEN & FELDMAN,  P.A., a Florida
professional  association (the "Escrow Agent"),  and each of the stockholders of
Advanced TechCom,  Inc., a Delaware  corporation  ("ATI"),  listed on Schedule 1
hereto (each such person a "Stockholder" and, collectively, the "Stockholders").

                              W I T N E S S E T H:

         WHEREAS,  the  Stockholders  are all of the  holders  of the  Series  A
Convertible Preferred Stock, $.10 par value per share, of ATI;

         WHEREAS, certain of the parties hereto, among others, have entered into
an  Agreement  and Plan of Merger dated as of December 24, 1997, a copy of which
is  attached  hereto as  Exhibit A and  incorporated  herein by  reference  (the
"Merger  Agreement"),  pursuant to which, among other things, ATI will be merged
with and into the Surviving  Corporation,  a wholly-owned  subsidiary of Parent,
with the separate  corporate  existence of ATI then  terminating (the "Merger");
and

         WHEREAS,  Section  2.1(a)(i)(B) of the Merger Agreement requires Parent
to deliver  209,050 shares (the "Escrow  Shares") of its common stock,  $.01 par
value per  share,  to the  Escrow  Agent,  to hold and  distribute  such  shares
pursuant to the terms hereof;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.  Escrow  Deposit.  Within ten (10)  business  days of the  execution
hereof,  Parent shall cause to be delivered to the Escrow Agent,  to be held and
distributed as hereinafter  provided, a stock certificate issued in the names of
the Stockholders  representing  the Escrow Shares,  and each of the Stockholders
shall  deliver to the Escrow  Agent a stock  power duly  endorsed  in blank with
signature guarantee with respect to the Escrow Shares.

         2. Property  Distributed in Respect of Escrow  Shares.  During the term
hereof, the Escrow Agent shall receive all of the money,  securities,  rights or
property  distributed  in  respect  of the  Escrow  Shares,  including  any such
property distributed as dividends,  such property to be held and administered as
herein provided (the "Share Proceeds").

         3.  Voting and  Transfer  of Escrow  Shares.  For so long as the Escrow
Shares are held by the Escrow  Agent,  the  Stockholders  shall be  entitled  to
exercise  any and all voting or  consensual  rights and  powers  relating  to or
pertaining  to the Escrow  Shares so held by the Escrow  Agent.  No  Stockholder
shall transfer the Escrow Shares,  or any interest  therein,  during the term of
this Agreement, except under the laws of descent and distribution.

         4. Fees of Escrow  Agent.  The Escrow  Agent shall be entitled to a fee
(the "Escrow Fee") based upon its normal hourly billing rate as compensation for
its  services  hereunder.  The Escrow Fee shall be payable by Parent upon demand
therefor from the Escrow Agent.  The Parent upon demand therefor shall reimburse
the Escrow  Agent for all costs and  expenses  incurred  by the Escrow  Agent in
connection with the performance of its duties hereunder.

         5.       Distribution of Escrow Shares.

         (a) Upon receipt of the  certificates  provided in Section 7 below, the
Escrow Agent shall  distribute the Escrow Shares held by it under this Agreement
in the aggregate amounts (each a "Release  Amount")  (together with the pro rata
portion of the Share Proceeds, if any, allocable thereto) based upon the Pre-Tax
Net  Income  (as  hereinafter  defined)  of the ATI  Division  of the  Surviving
Corporation  (the "ATI  Division")  on the release dates set forth below (each a
"Release Date") for the performance  period set forth below (each a "Performance
Period")  which  corresponds  with  such  Release  Date.   Notwithstanding   the
foregoing,  any Share  Proceeds that consist solely of cash shall be distributed
to the Stockholders  promptly upon receipt thereof,  and a Stockholder  shall be
entitled to receive  such cash in an amount  equal to the  aggregate of all such
cash to be distributed multiplied by the Proportionate Interest (as set forth in
Column C of Schedule 1 hereto) of each such  Stockholder.  No fractional  Escrow
Shares will be released.  In lieu thereof, if a Stockholder would otherwise have
been entitled to a fractional  share hereunder,  then such Stockholder  shall be
entitled to receive an amount in cash in lieu of such fractional share, based on
a value per share of the Escrow  Shares equal to the Average  Closing  Price (as
hereinafter  defined) and the Parent shall promptly deposit with Escrow Agent an
amount  sufficient  to fund all such cash amounts  prior to each  Release  Date.
Notwithstanding  anything  herein to the  contrary,  in the  event  the  Signing
Stockholder  Parent  Shares  (as  defined  in the  Merger  Agreement)  have been
redeemed to satisfy a claim by the Parent  Indemnities (as defined in the Merger
Agreement)  pursuant to Article 9 of the Merger  Agreement  and  subsequently  a
Release Amount becomes  releasable  hereunder,  the Escrow Shares, to the extent
possible, shall be released to the Signing Stockholder (as defined in the Merger
Agreement) instead of the Stockholders so that the Signing Stockholder  receives
a number of shares equal to the number of Signing Stockholder Parent Shares used
to  satisfy  any  claims  by  the  Parent  Indemnities,  with  each  Stockholder
contributing  a pro rata portion of the Escrow Shares  (together with a pro rata
portion of the Share  Proceeds,  if any, since the date the Signing  Stockholder
Parent Shares were  redeemed) on the basis of each  Stockholder's  Proportionate
Interest.

       Performance Period                                       Release Date
----------------------------------                          -------------------
December 15, 1997 to and including 
December 31, 1998 (the
"First Performance Period")                                  February 15, 1999

January 1, 1999 to and including 
December 31, 1999 (the
"Second Performance Period")                                 February 15, 2000

         The aggregate amount of the Release Amount releasable  hereunder to the
Stockholders  on the Release  Date which  corresponds  to the First  Performance
Period  will be  determined  based on the  Pre-Tax  Net  Income  as set forth in
Release Table No. 1 below.  If the Pre-Tax Net Income is between the "less than"
and  "greater  than"  amounts,  the  aggregate  amount  of  the  Release  Amount
releasable shall be determined on a pro rata basis.


                               Release Table No. 1

                                                               Aggregate Release
                                                               Amount (Value of
             Pre-Tax Net Income During Performance Period   Escrow Shares Valued
                                                                at the Average
                                                                Closing Price)

Less than $2,000,000....................................                None
Greater than $3,000,000.................................             $2,000,000

         The  aggregate   amount  of  the  Release  Amount   releasable  to  the
Stockholders  on the Release Date which  corresponds  to the Second  Performance
Period  will be  determined  based on the  Pre-Tax  Net  Income  as set forth in
Release Table No. 2 below.  If the Pre-Tax Net Income is between the "less than"
and  "greater  than"  amounts,  the  aggregate  amount  of  the  Release  Amount
releasable shall be determined on a pro rata basis.


                               Release Table No. 2

                                                              Aggregate Release
                                                              Amount (Value of
           Pre-Tax Net Income During Performance Period     Escrow Shares Valued
                                                                at the Average
                                                                Closing Price)

Less than $3,000,000.................................                   None
Greater than $4,000,000..............................                $3,000,000

         Notwithstanding  the  foregoing,  if the  Pre-Tax Net Income of the ATI
Division is (i) greater than $2,500,000, but less than $3,000,000,  with respect
to the First Performance Period and (ii) greater than $4,000,000 with respect to
the Second  Performance  Period,  then Parent will  instruct the Escrow Agent to
release to the Stockholders on the Release Date which  corresponds to the Second
Performance Period in lieu of the Release Amount otherwise  releasable  pursuant
hereto  Escrow Shares having an aggregate  value equal to (i)  $3,000,000,  plus
(ii) the amount equal to (A) (x) $3,000,000  less (y) the Pre-Tax Net Income for
the First Performance Period, to the extent that such amount does not exceed the
amount by which the  Pre-Tax  Net  Income  for the  Second  Performance  exceeds
$4,000,000,  multiplied by (B) 2.0. For purposes  hereof,  the "Average  Closing
Price" shall equal $23.9177 per share.

         (b) Parent  will  determine  whether to  instruct  the Escrow  Agent to
release the Release Amount to the Stockholders  based upon the books and records
of the ATI Division  (which will be  maintained  in  accordance  with  generally
accepted  accounting  principles) as soon as  practicable  after the end of each
Performance  Period,  and  Parent  will  promptly  deliver to Ernest H. Lin as a
representative  of  the  Stockholders  (the  "ATI  Representative"),   appointed
pursuant  to Section 6 hereof,  a letter  setting out in  reasonable  detail the
computations made and expressing its opinion that the conditions for the release
of the Release  Amount have been satisfied in accordance  with the  requirements
hereof.  The computations set forth in such letter from Parent will be final and
binding on all parties unless the ATI Representative  shall have notified Parent
in writing  within ten (10) days after  receipt of such letter that he disagrees
with such  computations.  In such  event,  if the  parties  cannot  agree on the
computations  within thirty (30) days after their  receipt of such letter,  then
the  Stockholders  may  retain,  at their own  expense,  an  independent  public
accounting firm (the "Accountants"),  which shall have thirty (30) days in which
to make its own calculation of Pre-Tax Net Income for the applicable Performance
Period. If the calculations of the Accountants differ from that of Parent,  then
the  parties  shall  negotiate  in good  faith  for a period of ten (10) days to
resolve any differences. If the parties are unable to resolve the dispute within
such 10 day period,  then the matter shall be submitted to an independent public
accounting firm selected jointly by Parent and the Accountants  within five days
after the end of such ten day period.  Such  independent  accounting  firm shall
then have thirty (30) days in which to make its own  calculation  of Pre-Tax Net
Income for the applicable  Performance Period. The cost of any such calculations
by such  independent  accounting firm and the  Accountants  shall be paid by the
Stockholders if its computations  result in the Release Amount being the same as
or less  than  that set  forth in the  letter  from  Parent or by Parent if such
computations  result in the Release  Amount being greater than that set forth in
such letter. Parent and the ATI Representative will instruct the Escrow Agent by
delivering  to it a  Certificate  of  Instruction  as set forth in  Section 7 to
release to the  Stockholders  the amount of Release Amount set forth in Parent's
letter to the ATI  Representative,  and any additional  amount thereafter agreed
upon by the  parties or computed by such  independent  accounting  firm (if such
computations are made) will be released to Stockholders  promptly after delivery
of the  accountants'  report and supplemental  Certificates of Instruction.  The
Stockholders  will  promptly  return to Parent any amount of the Release  Amount
released  to them that is in  excess  of the  Release  Amount  computed  by such
independent  accounting  firm if its  computation is less than that set forth in
the letter from Parent.

         (c) For purposes  hereof,  "Pre-Tax Net Income" means the income of the
ATI Division before (i) income and deductions not related to primary  operations
(i.e.,  gains or losses on  disposal  of fixed  assets  and other  miscellaneous
unrelated  items),  (ii) taxes  based on  income,  (iii)  cumulative  effects of
accounting  changes,  (iv) extraordinary items and (v) allocations or charges of
expenses  to the  ATI  Division  from  Parent  or any  of  its  subsidiaries  or
affiliates  unless the expense is for funds  loaned  (other than with respect to
the first $5.0 million of  intercompany  loans which shall not bear interest for
purposes of determining Pre-Tax Net Income), services rendered or goods provided
in direct  relation to the ATI Division's  business at a negotiated  fair market
value price. In addition,  for purposes of determining the Pre-Tax Net Income of
the ATI Division,  one-half  (1/2) of the pre-tax net income of Parent or any of
its  subsidiaries  (in each case as customarily  determined by Parent)  relating
directly to the sales of products  of Parent or any of its  subsidiaries  (other
than products of the ATI Division)  made directly by Mr. Lin or any sales person
within the ATI Division shall be included in determining  the Pre-Tax Net Income
of the ATI Division.

         6. Appointment of ATI Representative.  Each Stockholder constitutes and
appoints the ATI  Representative as his or her true and lawful  attorney-in-fact
to act for and on behalf  of such  Stockholder  in all  matters  relating  to or
arising out of this Agreement,  such  Stockholder  agreeing to be fully bound by
the acts,  decisions  and  agreements of the ATI  Representative  taken and done
pursuant to the authority  herein  granted.  Each  Stockholder  hereby agrees to
indemnify  and to save  and  hold  harmless  the  ATI  Representative  from  any
liability  incurred by the ATI  Representative  based upon or arising out of any
act, whether of omission or commission,  of the ATI  Representative  pursuant to
the  authority  herein  granted,   other  than  acts,  whether  of  omission  or
commission,  of the ATI  Representative  that  constitute  gross  negligence  or
willful  misconduct in the exercise by the ATI  Representative  of the authority
herein granted.  The death or incapacity of any Stockholder  shall not terminate
the  authority  and  agency  of the  ATI  Representative.  In the  event  of the
resignation of the ATI  Representative,  the resigning ATI Representative  shall
appoint a successor either from among the Stockholders or who shall otherwise be
acceptable to Parent,  the Surviving  Corporation and the Escrow Agent,  and who
shall  agree in  writing  to accept  such  appointment,  and the  resigning  ATI
Representative's resignation shall not be effective until such a successor shall
exist.  If the  ATI  Representative  should  die or  become  incapacitated,  his
successor shall be appointed  within thirty (30) days of his death or incapacity
by a  majority  of the  Stockholders,  and  such  successor  either  shall  be a
Stockholder  or  shall   otherwise  be  acceptable  to  Parent,   the  Surviving
Corporation and the Escrow Agent.  The choice of a successor ATI  Representative
appointed in any manner  permitted  above shall be final and binding upon all of
the Stockholders.  The decisions and actions of any successor ATI Representative
shall be, for all  purposes,  those of the ATI  Representative  as if originally
named herein.

         7.       Certificates of Instruction.

     (a) Within forty (40) days of the end of each  Performance  Period,  Parent
and the ATI  Representative  shall deliver to the Escrow Agent a Certificate  of
Instruction  setting  forth the Pre-Tax Net Income of the ATI  Division for each
such  Performance  Period  and, in the event that  Pre-Tax Net Income  equals an
amount for such Performance Period which permits the release of Escrow Shares in
accordance  with Section 5 above,  directing  the Escrow Agent to release to the
Stockholders  the number of Escrow Shares (together with the pro rata portion of
the Share  Proceeds,  if any)  determined in accordance with Section 5 above. In
the event there is a disagreement  or dispute with respect to the  determination
of "Pre-Tax Net Income,"  Parent and the ATI  Representative  may provide Escrow
Agent with one or more supplemental  Certificates of Instruction with respect to
any resolution of such disagreement or dispute.

     (b) Upon receipt of the Certificate of Instruction,  the Escrow Agent shall
cause promptly the certificate  representing the Escrow Shares to be broken down
into  ___________  (___)  certificates,  one of which will  represent the Escrow
Shares to remain  subject  to the  terms of this  escrow  and one of each of the
other _________ (___)  certificates  will be issued to each Stockholder for that
number of the  Escrow  Shares to be  released  multiplied  by the  Proportionate
Interest  (as set  forth  in  Column  C of  Schedule  1  hereto)  of  each  such
Stockholder,  and  thereafter on the Release Date the Escrow Agent shall deliver
to the Stockholders  the  certificates  representing the Escrow Shares (together
with the pro rata portion of the Share  Proceeds,  if any) to be released to the
Stockholders as provided herein.

     (c) If, on 5:00 p.m.  Eastern  Standard  Time on March 31, 2000, or on such
later  date  which  is ten  (10)  days  following  the  date  on  which  a final
determination  shall have been made pursuant to sub-subsection  5(b) hereof with
respect to the  Pre-Tax Net Income and Parent and the ATI  Representative  shall
have provided  Escrow Agent with a Certificate of Instruction in respect of such
final  determination,  the  Escrow  Agent  continues  to hold any of the  Escrow
Shares,  then the Escrow Agent shall deliver any such shares  (together with any
Share Proceeds in the Escrow Agent's  possession) to Parent,  and this Agreement
shall thereupon be terminated.

         8. Duties of the Escrow  Agent.  The  acceptance by the Escrow Agent of
its  duties  under  this  Agreement  is  subject  to  the  following  terms  and
conditions,  which the parties to this Agreement hereby agree shall fully govern
and control with respect to the Escrow Agent's rights,  duties,  liabilities and
immunities:

                  (a)      The Escrow  Agent shall be  protected  in acting upon
                           any written notice, request, waiver, consent, receipt
                           or other  paper or  document  which the Escrow  Agent
                           believes in good faith  emanates from both Parent and
                           the ATI  Representative  of the parties  hereto,  not
                           only as to its due  execution  and the  validity  and
                           effectiveness  of its provisions,  but also as to the
                           truth  and  accuracy  of  any  information  contained
                           therein.  The Escrow Agent is also  relieved from the
                           necessity of satisfying itself as to the authority of
                           the   persons   executing   this   Agreement   in   a
                           representative capacity.

                  (b)      The Escrow Agent shall not be liable for any error of
                           judgment,  or for any  act  done  or  step  taken  or
                           omitted by it in good  faith,  or for any  mistake of
                           fact  or  law,  or  for  anything  that  it may do or
                           refrain from doing in connection herewith, except for
                           its own gross negligence or willful misconduct.

                  (c)      The Escrow Agent may consult with,  and obtain advice
                           from,  independent  legal  counsel  selected  by  the
                           Escrow  Agent in the event of any  question as to any
                           of the provisions hereof or its duties hereunder (the
                           cost of  obtaining  such advice being borne by Parent
                           and the Surviving Corporation), and it shall incur no
                           liability  and shall be fully  protected in acting in
                           accordance with the opinion and  instructions of such
                           counsel.

                  (d)      The Escrow  Agent shall have no duties  except  those
                           set forth  herein,  and the Escrow
                           Agent shall not be subject to, or obliged to  
                           recognize,  any other  agreement  between,
                           or direction or  instruction  of, any of the parties
                           hereto unless signed by Parent and
                           the ATI  Representative.  The Escrow  Agent shall not
                           be bound by any notice of a claim,
                           demand or  objection  with  respect to the Escrow
                           Shares or any  waiver,  modification,
                           termination  or rescission of this  Agreement, unless
                           received by it in writing signed
                           by  Parent  and the  ATI  Representative, and, if its
                           duties  herein  are  materially increased, unless it
                           shall have given its consent thereto.

                  (e)      If  any  dispute  arises  over  disbursement  of,  or
                           conflicting  claims to, the Escrow  Shares,  then the
                           Escrow Agent may  interplead  such  contested  Escrow
                           Shares  into a court of  proper  jurisdiction  of its
                           choosing,  and  thereupon  the Escrow  Agent shall be
                           fully  and  completely  discharged  of its  duties as
                           escrow  agent with respect to such  contested  Escrow
                           Shares and Share Proceeds.

         9.  Indemnification of the Escrow Agent.  Except as otherwise expressly
provided  by  Section  4  hereof,  Parent,  the  Surviving  Corporation  and the
Stockholders jointly and severally agree to indemnify,  defend and hold harmless
the Escrow Agent from any and all costs,  expenses,  damages or liability of any
kind  whatsoever  (including  reasonable  legal  fees)  arising by virtue of its
services as escrow agent  hereunder,  except for  liabilities  due to the Escrow
Agent's gross  negligence or willful  misconduct;  provided,  however,  that the
Stockholders  shall have no  obligation  to  indemnify  the Escrow Agent for any
costs,  expenses,  damages or  liability  arising  out of any claims made by the
Stockholders.

         10. Notice. All notices and other communications  hereunder shall be in
writing  and shall be  deemed  given if (a)  delivered  by hand,  (b)  mailed by
registered or certified mail (return receipt requested) or (c)  telecommunicated
and  immediately  confirmed  both orally and in  writing,  to the parties at the
following  addresses  (or at such  other  addresses  for a  party  as  shall  be
specified  by like  notice)  and shall be  deemed  given on the date on which so
hand-delivered or so telecommunicated or on the third business day following the
date on which so mailed, if deposited in a  regularly-maintained  receptacle for
United States mail:


<PAGE>



         If to Escrow Agent:

                  Cauthen & Feldman, P.A.
                  215 North Joanna Avenue
                  Tavares, Florida 32778-3200
                  Attn:  William H. Cauthen, Esq.
                  Telecopier:       352-343-7759
                  Telephone:        352-343-2225

         If to the Stockholders:

                  In c/o Mr. Ernest H. Lin
                  Advanced TechCom, Inc.
                  181 Ballardvale Street
                  Wilmington, Massachusetts 01887
                  Telecopier:       978-694-4801
                  Telephone:        978-694-3001

         With a copy to:

                  Goodwin, Procter & Hoar LLP
                  Exchange Place
                  Boston, Massachusetts  021909-2881
                  Attn:  Paul W. Lee, P.C.
                  Telecopier:       617-523-1231
                  Telephone:        617-570-1000

         If to Parent or the Surviving Corporation:

                  Name of Addressee
                  945 E. Paces Ferry Road
                  Suite 2240
                  Atlanta, Georgia 30326
                  Attn: Mr. Mark A. Gergel
                  Telecopier:       404-365-9847
                  Telephone:        404-231-2025

         With a copy to:

                  Rogers & Hardin LLP
                  2700 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia 30303
                  Attn: Steven E. Fox, Esq.
                  Telecopier:       404-525-2224
                  Telephone:        404-522-4700

         11.  Execution  in  Counterparts.  This  Agreement  may be  executed by
facsimile,  and may be executed in several counterparts,  each of which shall be
an original, and all of which shall constitute one and the same instrument.

         12.  Applicable  Law.  This  Agreement  shall be construed and governed
exclusively  by the laws of the State of Delaware,  without giving effect to its
principles of conflicts of laws.

         13.  Amendment.  This  Agreement  may be amended or modified  only in a
writing signed by all parties hereto; provided,  however, that Schedule 1 hereto
shall be amended upon Parent's  receipt and  acceptance  of each fully  executed
Letter of Transmittal  which includes a Power of Attorney  appointing  Ernest H.
Lin as  Attorney-in-Fact  to  execute  this  Agreement  on  behalf  of  the  ATI
Stockholder  delivering  such Letter of  Transmittal,  and, upon the receipt and
acceptance of such Letter of Transmittal,  Parent shall promptly  deliver to the
Escrow  Agent and the ATI  Representative  such  amended  Schedule 1 which shall
thereupon  become  a part  of  this  Agreement  as  though  originally  included
herewith.





                         [Signatures on following page]


<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have duly executed and sealed
this  Agreement or have caused this  Agreement to be duly executed under seal on
its behalf by an officer or  representative  thereto duly authorized,  all as of
the date first above written.

                                       CAUTHEN & FELDMAN, P.A.



                                       By:_____________________________
                                       Its:____________________________


                                       WORLD ACCESS, INC.



                                       By:_____________________________
                                       Its:____________________________

                                       CELLULAR INFRASTRUCTURE SUPPLY, INC.


                                       By:_____________________________
                                       Its:____________________________

                                                 (SEAL)


                                       ERNEST H. LIN, Individually
                                       and as Attorney in Fact for the
                                       Stockholders listed on Schedule 1 hereto



<PAGE>






                        


                                SCHEDULE 1


    Column A                     Column B                      Column C
Name and Address of       Liquidation Preference        Proportionate Interest
   Stockholder


<PAGE>

EXHIBIT 10.3


                                                     



                          REGISTRATION RIGHTS AGREEMENT


     This  REGISTRATION  RIGHTS AGREEMENT (the  "Agreement") is made and entered
into as of the 29th day of January  1998,  by and among WORLD  ACCESS,  INC.,  a
Delaware  corporation (the "Company"),  and each of the stockholders of Advanced
TechCom, Inc., a Delaware corporation ("ATI"), listed on Schedule 1 hereto (each
such person a "Seller" and, collectively, the "Sellers").

         IN CONSIDERATION of the mutual promises and covenants set forth herein,
and intending to be legally bound, the parties hereto hereby agree as follows:




<PAGE>


1.       RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; REGISTRATION RIGHTS

         1.1 Certain  Definitions.  Any  capitalized  terms used herein  without
definition  shall have the meaning  ascribed to such terms in the  Agreement and
Plan of Merger  dated as of  December  24, 1997 to which the Company and certain
other persons are parties  relating to the merger of Advanced  TechCom,  Inc., a
Delaware  corporation,  with and into Cellular  Infrastructure  Supply,  Inc., a
wholly-owned  subsidiary of the Company (the "Merger  Agreement").  In addition,
the following terms shall have the meanings set forth below:

                  (a)  "Holder"  shall  mean any  Seller  who holds  Registrable
Securities and any holder of Registrable Securities to whom the rights conferred
by this Agreement have been transferred in compliance with Section 1.2 hereof.

                  (b) "Other  Stockholders" shall mean persons who, by virtue of
agreements with the Company other than this  Agreement,  are entitled to include
their securities in certain registrations hereunder.

                  (c)  "Registrable  Securities"  shall  mean  shares  of Parent
Common  Stock  issued to the  Sellers  pursuant to Section  2.1(a)(i)(A)  of the
Merger Agreement, provided that Registrable Securities shall not include (i) any
shares of Parent Common Stock held in escrow  pursuant to Section  2.1(b) of the
Merger Agreement or (ii) any shares of Parent Common Stock which have previously
been registered or which have been sold to the public or which have been sold in
a private  transaction in which the transferor's rights under this Agreement are
not assigned.

                  (d) The  terms  "register,"  "registered"  and  "registration"
shall refer to a  registration  effected by preparing and filing a  registration
statement  in  compliance  with the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  and  applicable  rules and  regulations  thereunder and the
declaration or ordering of the effectiveness of such registration statement.


<PAGE>




                  (e)  "Registration  Expenses" shall mean all expenses incurred
in effecting any  registration  pursuant to this Agreement,  including,  without
limitation, all registration, qualification, and filing fees, printing expenses,
escrow fees, fees and  disbursements  of counsel for the Company and one counsel
selected  to  represent   the  Holders,   which   counsel  shall  be  reasonably
satisfactory  to the Company,  blue sky fees and  expenses,  and expenses of any
regular or special audits incident to or required by any such registration,  but
shall not  include  (i)  Selling  Expenses,  (ii) the  compensation  of  regular
employees of the Company,  which shall be paid in any event by the Company,  and
(iii) blue sky fees and expenses incurred in connection with the registration or
qualification  of any  Registrable  Securities  in any state,  province or other
jurisdiction in a registration pursuant to Section 1.3 hereof to the extent that
the Company shall otherwise be making no offers or sales in such state, province
or other jurisdiction in connection with such registration.

                  (f)  "Restricted   Securities"   shall  mean  any  Registrable
Securities required to bear the legend set forth in Section 1.2(c) hereof.

                  (g) "Rule 144" shall mean Rule 144 as  promulgated  by the SEC
under the Securities  Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the SEC.

                  (h) "Rule 145" shall mean Rule 145 as  promulgated  by the SEC
under the Securities  Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the SEC.

                  (i) "SEC" shall mean the Securities and Exchange Commission.

                  (j) "Selling Expenses" shall mean all underwriting  discounts,
selling  commissions  and  stock  transfer  taxes  applicable  to  the  sale  of
Registrable Securities.

         1.2      Restrictions on Transfer.

                  (a) Each Holder agrees not to make any  disposition  of all or
any portion of the Registrable  Securities unless and until (i) there is then in
effect a registration  statement under the Securities Act covering such proposed
disposition and such  disposition is made in accordance  with such  registration
statement,  or (ii) (A) such  Holder  shall  have  notified  the  Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances  surrounding the proposed  disposition and (B) if
reasonably  requested  by the  Company,  such Holder  shall have  furnished  the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such  disposition  will  not  require  registration  of such  shares  under  the
Securities Act, it being  understood that the Company will not require  opinions
of  counsel  for  transactions  made  pursuant  to Rule 144  except  in  unusual
circumstances.

                  (b)  Notwithstanding  the provisions of subparagraphs  (i) and
(ii) of  paragraph  (a)  above,  no such  registration  statement  or opinion of
counsel shall be necessary for a transfer by a Holder which is (A) a partnership
to its partners in accordance with their  partnership  interests,  (B) a limited
liability  company to its members in accordance  with their member  interests or
(C) to the Holder's  family  member or a trust for the benefit of an  individual
Holder or one or more of his family  members,  provided the  transferee  will be
subject  to the terms of this  Section  1.2 to the same  extent as if he were an
original Holder hereunder.

                  (c) Each certificate representing Registrable Securities shall
(unless  otherwise  permitted by the provisions of this Agreement) be stamped or
otherwise  imprinted  with a legend  substantially  similar to the following (in
addition to any legend required under applicable state securities laws):

         THE  SHARES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
         SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED,
         ASSIGNED,  PLEDGED OR HYPOTHECATED  UNLESS AND UNTIL  REGISTERED  UNDER
         SUCH ACT OR UNLESS THE  COMPANY  HAS  RECEIVED AN OPINION OF COUNSEL OR
         OTHER EVIDENCE,  SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
         REGISTRATION IS NOT REQUIRED.

                  (d)  The  Company  shall  be  obligated  to  promptly  reissue
unlegended certificates at the request of any Holder thereof if the Holder shall
have  obtained  an  opinion  of  counsel  (which  counsel  may be counsel to the
Company) reasonably  acceptable to the Company to the effect that the securities
proposed to be disposed of may lawfully be so disposed of in compliance with the
Securities Act without registration, qualification or legend.

                  (e)  Any  legend   endorsed  on  an  instrument   pursuant  to
applicable state securities laws and the stop-transfer instructions with respect
to such  securities  shall be removed upon receipt by the Company of an order of
the  appropriate  blue sky authority  authorizing  such removal or if the Holder
shall  request such removal and shall have obtained and delivered to the Company
an opinion of counsel  reasonably  acceptable  to the Company to the effect that
such legend and/or stop-transfer instructions are no longer required pursuant to
applicable state securities laws.

         1.3      Company Registration.

                  (a) Right to  Piggyback.  If at any time prior to the one year
anniversary  of the date hereof the Company  shall  determine to register any of
shares of its common stock, $.01 par value per share, either for its own account
or the  account of a  security  holder or holders  exercising  their  respective
demand  registration  rights,  other  than a  registration  relating  solely  to
employee  benefit  plans,  or a  registration  relating  solely  to a  Rule  145
transaction,  or a registration  on any  registration  form that does not permit
secondary sales, the Company will:

                           (i)      promptly give to each Holder written  notice
thereof,  which notice  briefly describes the Holders' rights under this Section
1.3 (including notice deadlines); and

                           (ii)  use  its  best   efforts  to  include  in  such
registration (and any related filing
or qualification under applicable blue sky laws), except as set forth in Section
1.3(b) below,  and in any  underwriting  involved  therein,  all the Registrable
Securities  specified in a written  request or requests,  made by any Holder and
received by the Company  within ten (10) days after the written  notice from the
Company  described  in clause (i) above is mailed or  delivered  by the Company,
provided  that  such  Holders  shall  have   requested  for  inclusion  in  such
registration at least fifty-one (51%) of the aggregate number of the Registrable
Securities  which  have  been  issued to the  Holders  prior to the date of such
written  request.  Such written  request may specify all or a part of a Holder's
Registrable Securities.

                  (b)  Underwriting.  If the  registration  of which the Company
gives notice is for a registered public offering involving an underwriting,  the
Company  shall so advise  the  Holders  as a part of the  written  notice  given
pursuant  to  Section  1.3(a)(i).  In such  event,  the  right of any  Holder to
registration  pursuant  to this  Section  1.3  shall be  conditioned  upon  such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Holders proposing to distribute their securities through such underwriting shall
(together  with the Company and the other  holders of  securities of the Company
with registration  rights to participate  therein  distributing their securities
through such  underwriting)  enter into an  underwriting  agreement in customary
form with the representative of the underwriter or underwriters  selected by the
Company.

                  Notwithstanding  any other  provision  of this Section 1.3, if
the  representative  of the  underwriters  advises the  Company in writing  that
marketing   factors  require  a  limitation  on  the  number  of  shares  to  be
underwritten,  the  representative  may  (subject to the  limitations  set forth
below)  exclude  all  Registrable  Securities  from,  or  limit  the  number  of
Registrable Securities to be included in, the registration and underwriting. The
Company shall so advise all Holders of securities requesting  registration,  and
the number of shares of  securities  that are  entitled  to be  included  in the
registration  and  underwriting  shall be  allocated  first to the  Company  for
securities being sold for its own account and thereafter as set forth in Section
1.10.  If any person  does not agree to the terms of any such  underwriting,  he
shall  be  excluded  therefrom  by  written  notice  from  the  Company  or  the
underwriter.   Any  Registrable  Securities  or  other  securities  excluded  or
withdrawn from such underwriting shall be withdrawn from such registration.

                  If shares are so withdrawn  from the  registration  and if the
number of shares of Registrable  Securities to be included in such  registration
was previously reduced as a result of marketing factors,  the Company shall then
offer to all persons who have  retained the right to include  securities  in the
registration the right to include  additional  securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such shares
to be allocated among the persons requesting  additional inclusion in accordance
with Section 1.10. hereof.

         1.4 Expenses of  Registration.  All Registration  Expenses  incurred in
connection  with any  registration,  qualification  or  compliance  pursuant  to
Section 1.3 hereof shall be borne by the Company.  All Selling Expenses relating
to securities so registered shall be borne by the holders of such securities pro
rata on the basis of the number of shares of  securities  so registered on their
behalf.

         1.5 Registration Procedures.  In the case of each registration effected
by the Company pursuant to Section 1.3 hereof, the Company will keep each Holder
advised in  writing  as to the  initiation  of each  registration  and as to the
completion thereof. At its expense, the Company will use its best efforts to:

                  (a) keep  such  registration  effective  for a  period  of one
hundred  twenty  (120) days or until the Holder or Holders  have  completed  the
distribution described in the registration statement relating thereto, whichever
first occurs;

                  (b)  prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration statement;

                  (c) furnish such number of  prospectuses  and other  documents
incident thereto, including any amendment of or supplement to the prospectus, as
a Holder from time to time may reasonably request;

                  (d) notify each Holder of  Registrable  Securities  covered by
such  registration  statement at any time when a prospectus  relating thereto is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements   therein  not   misleading   or  incomplete  in  the  light  of  the
circumstances then existing,  and at the request of any such Holder, prepare and
furnish to such Holder a reasonable  number of copies of a  supplement  to or an
amendment  of  such  prospectus  as may be  necessary  so  that,  as  thereafter
delivered to the  purchasers of such  Registrable  Securities,  such  prospectus
shall not  include an untrue  statement  of a  material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading  or incomplete  in the light of the  circumstances  then
existing;  provided,  however, the Company shall not be obligated to prepare and
furnish any such prospectus  supplements or amendments  relating to any material
nonpublic  information at any such time as the Board of Directors of the Company
has determined that, for good business reasons,  the disclosure of such material
nonpublic  information  at that time is  contrary to the best  interests  of the
Company in the circumstances and is not otherwise  required under applicable law
(including applicable securities laws);

          (e)  cause  all  such  Registrable   Securities   registered  pursuant
hereunder  to be listed  on each  securities  exchange  and/or  included  in any
national  quotation system on which similar securities issued by the Company are
then listed or included;

          (f)  provide  a  transfer  agent  and  registrar  for all  Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable  Securities,  in each case not later than the effective
date of such registration; and

          (g) otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC, and make available to its security holders,  as soon
as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months, but not more than eighteen months,  beginning with the first
month after the effective  date of the  registration  statement,  which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act.

         1.6      Indemnification.

          (a) The Company  will  indemnify  each Holder,  each of its  officers,
directors  and  partners,   legal  counsel,  and  accountants  and  each  person
controlling  such Holder within the meaning of Section 15 of the Securities Act,
with  respect  to which  registration,  qualification,  or  compliance  has been
effected  pursuant to this  Section 1, and each  underwriter,  if any,  and each
person who controls  within the meaning of Section 15 of the  Securities Act any
underwriter,  against all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements in respect thereof) arising out of or based
on any untrue  statement  (or  alleged  untrue  statement)  of a  material  fact
contained in any prospectus, offering circular, or other document (including any
related registration statement,  notification, or the like) incident to any such
registration, qualification, or compliance, or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the  Company  or  relating  to action or  inaction  required  of the  Company in
connection with any such registration,  qualification,  or compliance,  and will
reimburse each such Holder,  each of its officers,  directors,  partners,  legal
counsel,  and accountants  and each person  controlling  such Holder,  each such
underwriter,  and each person who controls any such  underwriter,  for any legal
and any other expenses  reasonably incurred in connection with investigating and
defending  or  settling  any such claim,  loss,  damage,  liability,  or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability, or expense arises out of or is based on
any untrue statement or omission based upon written information furnished to the
Company by such  Holder or  underwriter  and stated to be  specifically  for use
therein.  It is agreed that the  indemnity  agreement  contained in this Section
1.6(a) shall not apply to amounts paid in  settlement  of any such loss,  claim,
damage,  liability, or action if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld).

          (b)  Each  Holder  will,  if  Registrable  Securities  held by him are
included in the  securities  as to which such  registration,  qualification,  or
compliance  is being  effected,  indemnify the Company,  each of its  directors,
officers, partners, legal counsel, and accountants and each underwriter, if any,
of the  Company's  securities  covered by such a  registration  statement,  each
person who  controls  the  Company  or such  underwriter  within the  meaning of
Section 15 of the Securities Act, each other such Holder and Other  Stockholder,
and each of their officers, directors, and partners, and each person controlling
such  Holder or Other  Stockholder,  against  all  claims,  losses,  damages and
liabilities  (or  actions in  respect  thereof)  arising  out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any  such  registration  statement,  prospectus,  offering  circular,  or  other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading, and will reimburse the Company and such Holders, Other Stockholders,
directors,   officers,  partners,  legal  counsel,  and  accountants,   persons,
underwriters,  or control persons for any legal or any other expenses reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage,  liability,  or  action,  in each case to the  extent,  but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement,  prospectus,  offering
circular or other  document  in reliance  upon and in  conformity  with  written
information   furnished  to  the  Company  by  such  Holder  and  stated  to  be
specifically for use therein;  provided,  however,  that the obligations of such
Holder  hereunder  shall not apply to  amounts  paid in  settlement  of any such
claims, losses,  damages, or liabilities (or actions in respect thereof) if such
settlement is effected  without the consent of such Holder (which  consent shall
not be  unreasonably  withheld)  and (ii) that in no event  shall any  indemnity
under this Section 1.6 exceed the gross  proceeds from the offering  received by
such Holder.

                  (c) Each party entitled to indemnification  under this Section
1.6 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit  the  Indemnifying  Party to  assume  the  defense  of such  claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall conduct the defense of such claim or any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
unreasonably  be withheld),  and the  Indemnified  Party may participate in such
defense at such party's  expense,  and provided  further that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its obligations  under this Section 1, to the extent such
failure is not  prejudicial.  No Indemnifying  Party, in the defense of any such
claim or litigation,  shall,  except with the consent of each Indemnified Party,
consent  to entry of any  judgment  or enter into any  settlement  that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
of a release to such  Indemnified  Party from all  liability  in respect to such
claim or  litigation.  Each  Indemnified  Party shall  furnish such  information
regarding  itself  or  the  claim  in  question  as an  Indemnifying  Party  may
reasonably request in writing and as shall be reasonably  required in connection
with defense of such claim and litigation resulting therefrom.

                  (d) If the indemnification provided for in this Section 1.6 is
held by a court of competent  jurisdiction  to be  unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage, or expense referred to
therein,  then the Indemnifying  Party, in lieu of indemnifying such Indemnified
Party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
Indemnified Party as a result of such loss, liability, claim, damage, or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Indemnifying  Party on the one hand and of the Indemnified Party on the other in
connection with the conduct, statements or omissions that resulted in such loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission.

                  (e)  Notwithstanding  the  foregoing,  to the extent  that the
provisions on  indemnification  and  contribution  contained in the underwriting
agreement  entered into by the Indemnifying  Party and the Indemnified  Party in
connection  with the  underwritten  public  offering  are in  conflict  with the
foregoing  provisions,  the  provisions  in  the  underwriting  agreement  shall
control.

     1.7  Information  by Holder.  Each Holder of Registrable  Securities  shall
furnish  to  the  Company  such  information   regarding  such  Holder  and  the
distribution  proposed by such Holder as the Company may  reasonably  request in
writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Section 1.

     1.8 Rule 144  Reporting.  With a view to making  available  the benefits of
certain  rules  and  regulations  of the SEC  that  may  permit  the sale of the
Restricted Securities to the public without registration,  the Company agrees to
use its best efforts to:

          (a) make and keep adequate  public  information  regarding the Company
available  as those  terms  are  understood  and  defined  in Rule 144 under the
Securities Act;

          (b)  file  with the SEC in a  timely  manner  all  reports  and  other
documents required of the Company under the Securities Act and the Exchange Act;
and

          (c) so long as a Holder owns any Restricted Securities, furnish to the
Holder  forthwith upon written request a written  statement by the Company as to
its compliance with the reporting requirements of Rule 144 and of the Securities
Act and the Exchange Act, a copy of the most recent  annual or quarterly  report
of the Company,  and such other  reports and  documents so filed as a Holder may
reasonably  request  in  availing  itself of any rule or  regulation  of the SEC
allowing a Holder to sell any such securities without registration.

         1.9 Delay of  Registration.  No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any  controversy  that  might  arise  with  respect  to  the  interpretation  or
implementation of this Section 1.

         1.10 Allocation of Registration  Opportunities.  In any circumstance in
which all of the  Registrable  Securities  and other  shares of the Company with
registration  rights  (the  "Other  Shares")  requested  to  be  included  in  a
registration  on  behalf  of the  Holders  or Other  Stockholders  cannot  be so
included  as a result  of  limitations  of the  aggregate  number  of  shares of
Registrable  Securities and Other Shares that may be so included,  the number of
shares of Registrable  Securities and Other Shares that may be so included shall
be allocated among the Holders and Other  Stockholders  requesting  inclusion of
shares pro rata on the basis of the number of shares of  Registrable  Securities
and Other Shares held by such Holders and Other Stockholders; provided, however,
that  such  allocation  shall not  operate  to reduce  the  aggregate  number of
Registrable Securities and Other Shares to be included in such registration,  if
any Holder or Other Stockholder does not request inclusion of the maximum number
of shares of Registrable  Securities and Other Shares  allocated to him pursuant
to the above-described  procedure, the remaining portion of his allocation shall
be  reallocated  among those  requesting  Holders and Other  Stockholders  whose
allocations  did not satisfy their  requests pro rata on the basis of the number
of shares of Registrable Securities and Other Shares which would be held by such
Holders and Other Stockholders, assuming conversion, and this procedure shall be
repeated  until all of the shares of  Registrable  Securities  and Other  Shares
which may be  included  in the  registration  on behalf of the Holders and Other
Stockholders have been so allocated.

2.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
         SELLERS

     2.1 Representations  and Warranties of the Company.  The Company represents
and warrants to the Sellers as follows:

                  (a) The execution,  delivery and performance of this Agreement
by the Company have been duly authorized by all requisite  corporate  action and
will not violate any provision of law, any order of any court or other agency of
government,  the  Articles of  Incorporation  or Bylaws of the  Company,  or any
provision of any material  indenture,  agreement or other instrument to which it
or any of its  properties  or assets is bound,  or  conflict  with,  result in a
breach of or  constitute  (with  due  notice or lapse of time or both) a default
under any such material indenture,  agreement or other instrument,  or result in
the creation or  imposition  of any lien,  charge or  encumbrance  of any nature
whatsoever upon any of the properties or assets of the Company.

                  (b) This Agreement has been duly executed and delivered by the
Company and constitutes the legal,  valid and binding obligation of the Company,
enforceable  against  the  Company  in  accordance  with its  terms,  subject to
applicable   bankruptcy,   insolvency  and  other  similar  laws  affecting  the
enforceability of creditors' rights generally, general equitable principles, the
discretion  of  courts  in  granting   equitable   remedies  and  public  policy
considerations.

         2.2 Representations and Warranties of the Sellers. The Sellers (jointly
and severally) represent and warrant to the Company as follows:

                  (a) The execution,  delivery and performance of this Agreement
by the Sellers will not violate any  provision of law, any order of any court or
any  agency  or  government,  or any  provision  of any  material  indenture  or
agreement  or  other  instrument  to  which  they  or  any of  their  respective
properties  or assets  is  bound,  or  conflict  with,  result in a breach of or
constitute  (with due notice or lapse of time or both) a default  under any such
material indenture,  agreement or other instrument, or result in the creation or
imposition of any lien, charge, or encumbrance of any nature whatsoever upon any
of the properties or assets of the Sellers.

                  (b) This Agreement has been duly executed and delivered by the
Sellers and constitutes the legal,  valid and binding obligation of the Sellers,
enforceable  against  the  Sellers  in  accordance  with its  terms,  subject to
applicable   bankruptcy,   insolvency  and  other  similar  laws  affecting  the
enforceability of creditors' rights generally, general equitable principles, the
discretion  of  courts  in  granting   equitable   remedies  and  public  policy
considerations.

3.       MISCELLANEOUS

         3.1 Governing Law. This Agreement  shall be governed in all respects by
the laws of the State of  Georgia,  as if entered  into by and  between  Georgia
residents exclusively for performance entirely within Georgia.

         3.2  Successors  and Assigns.  Except as otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties hereto.

         3.3 Entire Agreement; Amendment; Waiver. This Agreement constitutes the
full and entire  understanding  and agreement between the parties with regard to
the subject  hereof and thereof.  Neither this Agreement nor any term hereof may
be amended,  waived,  discharged or terminated,  except by a written  instrument
signed by the Company and the Holders of at least fifty-one percent (51%) of the
Registrable Securities and any such amendment,  waiver, discharge or termination
shall be binding on all the Holders, but in no event shall the obligation of any
Holder  hereunder be materially  increased,  except upon the written  consent of
such Holder; provided, however, that Schedule 1 hereto shall be amended upon the
Company's  receipt and acceptance of each fully  executed  Letter of Transmittal
which includes a Power of Attorney  appointing Ernest H. Lin as Attorney-in-Fact
to execute  this  Agreement  on behalf of the ATI  stockholder  delivering  such
Letter of  Transmittal,  and, upon the receipt and  acceptance of such Letter of
Transmittal, the Company shall promptly deliver to the Mr. Lin as representative
of the Sellers such amended  Schedule 1 which shall  thereupon  become a part of
this Agreement as though originally included herewith.

         3.4  Notices,  etc.  All notices and other  communications  required or
permitted  hereunder  shall be in writing  and shall be mailed by United  States
first-class mail, postage prepaid, or delivered personally by hand or nationally
recognized  courier  addressed  (a) if to a Holder,  as  indicated  in the stock
records  of the  Company  or at such other  address  as such  Holder  shall have
furnished to the Company in writing,  or (b) if to the Company,  at 945 E. Paces
Ferry Road, Suite 2240, Atlanta,  Georgia 30326, or at such other address as the
Company shall have furnished to each Holder in writing,  together with a copy to
Rogers & Hardin LLP, 2700  International  Tower, 229 Peachtree Street,  Atlanta,
Georgia  30303,  Attn:  Steven E. Fox,  Esq. All such notices and other  written
communications shall be effective on the date of mailing or delivery.

         3.5 Delays or  Omissions.  No delay or omission to exercise  any right,
power or remedy  accruing  to any  Holder,  upon any  breach or  default  of the
Company  under this  Agreement  shall impair any such right,  power or remedy of
such  Holder  nor shall it be  construed  to be a waiver  of any such  breach or
default,  or an acquiescence  therein, or of or in any similar breach or default
thereafter  occurring;  nor shall any waiver of any single  breach or default be
deemed  a  waiver  of any  other  breach  or  default  therefore  or  thereafter
occurring.  Any waiver,  permit, consent or approval of any kind or character on
the part of any  Holder of any breach or default  under  this  Agreement  or any
waiver  on the  part of any  Holder  of any  provisions  or  conditions  of this
Agreement  must be made in  writing  and shall be  effective  only to the extent
specifically  set  forth  in such  writing.  All  remedies,  either  under  this
Agreement or by law or otherwise afforded to any Holder, shall be cumulative and
not alternative.

         3.6 Rights; Severability. Unless otherwise expressly provided herein, a
Holder's rights  hereunder are several rights,  not rights jointly held with any
of the other Holders.  In case any provision of the Agreement  shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

         3.7  Information  Confidential.   Each  Holder  acknowledges  that  the
information received by them pursuant hereto may be confidential and for its use
only,  and it will not use such  confidential  information  in  violation of the
Exchange Act or reproduce, disclose or disseminate such information to any other
person (other than its employees or agents having a need to know the contents of
such information, and its attorneys),  except in connection with the exercise of
rights  under this  Agreement,  unless  the  Company  has made such  information
available to the public  generally  or such Holder is required to disclose  such
information by a governmental body.

         3.8  Titles  and   Subtitles.   The  titles  of  the   paragraphs   and
subparagraphs  of this  Agreement are for  convenience of reference only and are
not to be considered in construing this Agreement.

         3.9  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

         3.10  Jurisdiction.  This Agreement  shall be governed by and construed
and  enforced  in  accordance  with the  internal  laws of the State of  Georgia
without  reference  to  Georgia's  choice of law  rules and each of the  parties
hereto hereby consents to personal jurisdiction in any federal or state court in
the State of Georgia.

                         [Signatures on following page]


<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have duly executed and sealed
this  Agreement or have caused this  Agreement to be duly executed under seal on
its behalf by an officer or  representative  thereto duly authorized,  all as of
the date first above written.



                                       ----------------------------------
                                       ERNEST H. LIN, Individually and
                                       as Attorney in Fact for the
                                       Stockholders Listed on Schedule
                                       1 hereto



                                       WORLD ACCESS, INC.



                                       By:________________________________
                                       Its:_______________________________






<PAGE>
EXHIBIT 10.4
                  NON-COMPETITION AND NON-DISCLOSURE AGREEMENT

         THIS NON-COMPETITION AND NON-DISCLOSURE  AGREEMENT (the "Agreement") is
made and entered into as of the 29th day of January,  1998 by and among CELLULAR
INFRASTRUCTURE SUPPLY, INC., a Delaware corporation ("CIS"), WORLD ACCESS, INC.,
a Delaware corporation ("World Access"), and ERNEST H. LIN ("Lin").

         WHEREAS,  World  Access is  acquiring  the entire  equity  interest  of
Advanced  TechCom,  Inc. ("ATI") by means of a merger (the "Merger") of ATI with
and into CIS,  a  wholly-owned  subsidiary  of World  Access,  pursuant  to that
certain Agreement and Plan of Merger dated as of December 24, 1997 to which this
Agreement is attached as Exhibit 6.2(i) (the "Merger Agreement"); and

         WHEREAS, ATI is engaged in the business of designing, manufacturing and
marketing  digital microwave and millimeter wave radio systems (the "Business");
and

         WHEREAS, Lin is a significant  stockholder of ATI and prior to the date
hereof Lin has  served as a director  and chief  executive  officer of ATI,  has
heretofore  been  responsible  for  the  management  of the  Business,  and  has
knowledge of the trade secrets,  customer information and other confidential and
proprietary information of ATI; and

         WHEREAS,  ATI and Lin desire to have World  Access  acquire  the entire
equity interest of ATI pursuant to the Merger; and

         WHEREAS,  as a result of the Merger,  CIS will  succeed to the Business
and all of the  Confidential  Information and Trade Secrets (each as hereinafter
defined) of ATI; and

         WHEREAS, in order to protect the goodwill of the Business and the other
value to be acquired by World Access pursuant to the Merger  Agreement for which
World  Access is paying  substantial  consideration,  World  Access and Lin have
agreed  that the  obligation  of World  Access to  consummate  the  transactions
contemplated by the Merger Agreement is subject to the condition,  among others,
that Lin shall have entered into this Agreement; and

         WHEREAS,  World Access has  separately  bargained  and paid  additional
consideration  for the  covenants contained herein; and

         WHEREAS,  Lin  acknowledges  that the  provisions of this Agreement are
reasonable and necessary to protect the legitimate  interest of World Access and
the  goodwill of the  Business  and other  value  acquired by it pursuant to the
Merger Agreement; and

         WHEREAS,  Lin has rendered unique,  extraordinary and valuable services
to ATI, will continue to render unique,  extraordinary  and valuable services to
CIS by serving as the president of the ATI Division of CIS (the "ATI  Division")
after the  Merger,  and will have  knowledge  of the trade  secrets,  customers,
business plans and other  confidential  and  proprietary  information of the ATI
Division; and

         WHEREAS,  World  Access is engaged in the  business  of  manufacturing,
repairing,   refurbishing,   selling  and  distributing   wireline  or  wireless
transmission,  switching,  or access equipment for  telecommunications,  data or
video applications (the "World Access Business"); and

         WHEREAS, in order to induce World Access to consummate the transactions
contemplated  by the  Merger  Agreement,  Lin is  willing  to  enter  into  this
Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants set forth herein, the parties agree as follows:

         1.  Definitions.  As used  in  this  Agreement,  terms  defined  in the
preamble  and  recitals  of this  Agreement  shall have the  meanings  set forth
therein and the following terms shall have the meanings set forth below:

         (a) "Competitive  Business" shall mean any Person engaged in a business
the same or  substantially  similar to the  Business  of ATI as  operated by ATI
immediately prior to the Merger.

         (b) "Confidential  Information" shall mean the ATI Division's and ATI's
customer  and  supplier   lists,   marketing   arrangements,   business   plans,
projections,  financial information,  training manuals,  pricing manuals, market
strategies,  internal performance  statistics and other competitively  sensitive
information  concerning  the ATI  Division  or ATI which is  material to the ATI
Division or ATI and not generally known by the public, other than Trade Secrets,
whether or not in written or tangible form.

         (c)  "Control"  shall mean,  with  respect to any Person,  the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether through the ownership of voting securities, by contract or otherwise.

         (d)  "Key  Employee"  shall  mean  any  Person  who  is  employed  in a
management,  executive,  supervisory,  training, marketing or sales capacity for
another Person.

         (e) "ATI Market"  shall mean any country in which ATI does  business or
sells its products.

         (f)  "Permitted  Activities"  shall mean (i) owning not more than 5% of
the outstanding  shares of publicly-held  corporations  engaged in a Competitive
Business  (except for World  Access)  which have shares  listed for trading on a
securities  exchange  registered with the Securities and Exchange  Commission or
through  a  national  automatic  quotation  system  of a  registered  securities
association,  or (ii) serving as an officer,  director or employee of CIS or the
ATI Division.

         (g) "Person" shall mean any individual, partnership, firm, corporation,
association,  trust, unincorporated organization or other entity, as well as any
other  syndicate  or group  that  would be deemed to be a person  under  Section
13(d)(3) of the Securities and Exchange Act of 1934, as amended.

         (h) "Restricted Period" shall mean the period commencing on the date of
this  Agreement  and  ending  on the date  which is three  (3)  years  after the
termination  of Lin's  employment  by CIS or by World Access or any of its other
subsidiaries for any reason whatsoever.

         (i) "Trade Secrets" shall mean the whole or any portion or phase of any
scientific or technical  information,  design,  process,  procedure,  formula or
improvement  that is valuable and not generally known to the competitors of CIS,
the ATI Division or ATI,  whether or not in written or tangible form;  provided,
however,  that the parties hereto hereby  expressly  acknowledge  and agree that
nothing  in  this  Agreement  or in the  foregoing  definition  shall  diminish,
restrict  or in any way  contravene  any  claims,  rights or other  protections,
whether at law or in equity,  provided with respect to trade secrets by the laws
of the Commonwealth of Massachusetts or other applicable laws.

         2. No Competing Business. Lin hereby agrees that, during the Restricted
Period,  except  as  permitted  by  Section  5 of this  Agreement,  Lin will not
directly or  indirectly  own,  manage,  operate,  control,  invest or acquire an
interest in, or otherwise  engage or  participate  in (whether as a  proprietor,
partner, stockholder,  director, officer, Key Employee, joint venturer, investor
or other  participant  in) any Competitive  Business in any ATI Market,  without
regard to (A) whether the Competitive Business has its office,  manufacturing or
other business facilities within any ATI Market, (B) whether any activity of Lin
referred to above itself  occurs or is performed  within any ATI Market,  or (C)
whether Lin resides, or reports to an office, within any ATI Market.

         3.       No Interference with the Business.

                  3.1 Lin  hereby  agrees  that  during the  Restricted  Period,
except as  permitted  by Section 5 of this  Agreement,  Lin will not directly or
indirectly solicit, induce or influence any customer,  supplier,  lender, lessor
or any  other  Person  which  had on the  date  of  this  Agreement  a  business
relationship  with ATI in any ATI Market, to discontinue or reduce the extent of
such relationship with ATI in any ATI Market.

                  3.2 Lin hereby  agrees  that,  during the  Restricted  Period,
except as permitted by Section 5 of this Agreement, Lin will not (i) directly or
indirectly recruit, solicit or otherwise induce or influence any Key Employee of
ATI who became a Key Employee of the ATI Division to discontinue such employment
or agency relationship with the ATI Division,  or (ii) employ or seek to employ,
or cause any Competitive  Business to employ or seek to employ as a Key Employee
for any  Competitive  Business in any ATI Market,  any Person who was within six
months prior to the date hereof employed by ATI as a Key Employee.

         4.       No Disclosure of Proprietary Information.

                  4.1 Lin hereby  agrees that he will not directly or indirectly
disclose to anyone,  or use or otherwise  exploit for his own benefit or for the
benefit of anyone other than the ATI  Division or CIS, any Trade  Secrets for as
long as they remain  Trade  Secrets,  except as  permitted  by Section 5 of this
Agreement.

                  4.2 Lin hereby agrees that,  during the Restricted  Period, he
will not directly or indirectly  disclose to anyone, or use or otherwise exploit
for Lin's own benefit or for the benefit of anyone other than the ATI  Division,
any  Confidential  Information,  except  as  permitted  by  Section  5  of  this
Agreement.

         5. Permitted  Activities.  The  restrictions set forth in Sections 2, 3
and 4 of this  Agreement  shall not apply to Permitted  Activities or to actions
taken by Lin during the time he is employed  by CIS to the  extent,  but only to
the extent,  that such actions are (i) permitted under his Employment  Agreement
with  CIS  entered  into  pursuant  to the  Merger  Agreement  (the  "Employment
Agreement"),  or (ii)  required  to  enforce  his  rights  under his  Employment
Agreement, or (iii) expressly approved by the Board of Directors of CIS.

         6.  Representations  and  Warranties.  Lin represents and warrants that
this  Agreement  constitutes  the legal,  valid and binding  obligation  of Lin,
enforceable  against  him in  accordance  with its  terms.  Lin  represents  and
warrants  that he has no  right,  title,  interest  or claim in, to or under any
Trade Secrets or Confidential Information.

         7.  Waivers.  Neither  World  Access  nor  CIS  will  be  deemed  as  a
consequence  of  any  act,  delay,  failure,  omission,   forbearance  or  other
indulgences  granted  from time to time by World  Access or CIS, as the case may
be,  or for  any  other  reason  (i) to  have  waived,  or to be  estopped  from
exercising,  any of its rights or remedies under this Agreement, or (ii) to have
modified, changed, amended, terminated,  rescind, or superseded any of the terms
of this Agreement.

         8. Injunctive  Relief.  Lin acknowledges (i) that any violation of this
Agreement will result in  irreparable  injury to World Access and CIS, (ii) that
damages at law would not be  reasonable  or adequate  compensation  to the World
Access or CIS for violation of this  Agreement,  and (iii) that World Access and
CIS shall each be entitled to have the provisions of this Agreement specifically
enforced by preliminary and permanent injunctive relief without the necessity of
proving actual damages and without posting bond or other security, as well as to
an equitable accounting of all earnings,  profits and other benefits arising out
of any such violation.

         9. Notices.  All notices and other  communications under this Agreement
shall  be in  writing  and may be  given by any of the  following  methods:  (i)
personal delivery;  (ii) facsimile  transmission;  (iii) registered or certified
mail,  postage prepaid,  return receipt  requested;  or (iv) overnight  delivery
service requiring  acknowledgment  of receipt.  Any such notice or communication
shall be sent to the appropriate  party at its address or facsimile number given
below (or at such other  address or facsimile  number for such party as shall be
specified by notice given hereunder):

         To World Access or CIS:

                  World Access, Inc.
                  945 East Paces Ferry Road, Suite 2240
                  Atlanta, Georgia  30326
                  Facsimile:  (404) 262-2598
                  Attn:  Chief Executive Officer

         with a copy to:

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

         To Lin:

                  Mr. Ernest H. Lin
                  Advanced TechCom, Inc.
                  181 Ballardvale Street
                  Wilmington, Massachusetts 01887
                  Facsimile:  (978) 694-4801

         With a copy to:

                  Goodwin, Procter & Hoar LLP
                  Exchange Place
                  Boston, Massachusetts  02109-2881
                  Attn:  Paul W. Lee, P.C.
                  Facsimile:  (617) 523-1231

All such  notices and  communications  shall be deemed  received (i) upon actual
receipt  thereof by the  addressee,  (ii) upon  actual  delivery  thereof to the
appropriate  address as evidenced by an  acknowledged  receipt,  or (iii) in the
case of a facsimile  transmission,  upon transmission  thereof by the sender and
confirmation  of  receipt.  In the case of  notices  or  communications  sent by
facsimile  transmission,  the sender shall  contemporaneously mail a copy of the
notice or  communication  to the  addressee  at the address  provided for above;
provided,  however,  such  mailing  shall in no way  alter the time at which the
facsimile notice or communication is deemed received.

         10.  Successors in Interest.  This Agreement shall be binding upon, and
shall inure to the  benefit of and be  enforceable  by, the  parties  hereto and
their respective heirs, legal  representatives,  successors and assigns, and any
reference to a party  hereto  shall also be a reference to any such heir,  legal
representative, successor or assign.

         11.  Number;  Gender.  Whenever the context so  requires,  the singular
number shall include the plural and the plural shall  include the singular,  and
the gender of any pronoun shall include the other genders.

         12. Captions.  The titles and captions  contained in this Agreement are
inserted  herein only as a matter of convenience and for reference and in no way
define,  limit,  extend or describe the scope of this Agreement or the intent of
any provision hereof. Unless otherwise specified to the contrary, all references
to Sections are references to Sections of this Agreement.

         13. Controlling Law;  Integration;  Amendment.  This Agreement shall be
governed by and construed  and enforced in accordance  with the internal laws of
the  State of  Georgia  without  reference  to its  choice  of law  rules.  This
Agreement and the documents  executed pursuant hereto or in connection  herewith
supersede all negotiations, agreements and understandings among the parties with
respect to the subject matter hereof and constitutes the entire  agreement among
the parties hereto. This Agreement may not be amended,  modified or supplemented
except by written agreement of the parties hereto.

         14.   Severability.   Any  provision  hereof  which  is  prohibited  or
unenforceable in any jurisdiction will, as to such jurisdiction,  be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render  unenforceable  such provision in any
other jurisdiction. To the extent permitted by law, the parties hereto waive any
provision of law which renders any such provision prohibited or unenforceable in
any respect.  In the event that any provision of this  Agreement  should ever be
deemed  to  exceed  the  time,  geographic,  product  or any  other  limitations
permitted by applicable law, then such provision shall be deemed reformed to the
maximum extent permitted by applicable law.

         15.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary  in making  proof of this  Agreement or the terms hereof to produce or
account for more than one of such counterparts.

         16. Enforcement of Certain Rights. Nothing expressed or implied in this
Agreement is intended, or shall be construed,  to confer upon or give any Person
other   than  the   parties   hereto,   and  their   respective   heirs,   legal
representatives,  successors or assigns,  any rights,  remedies,  obligations or
liabilities under or by reason of this Agreement, or result in such Person being
deemed a third party beneficiary of this Agreement.

                         [Signatures on following page]


<PAGE>


         IN WITNESS WHEREOF, Lin has duly executed and delivered this Agreement,
and World Access and CIS have each caused this Agreement to be duly executed and
delivered on its behalf by an officer  thereunto duly authorized,  all as of the
date first above written.



                                       -----------------------------------
                                       ERNEST H. LIN




                                       WORLD ACCESS, INC.



                                       By:________________________________
                                       Its:_______________________________



                                       CELLULAR INFRASTRUCTURE SUPPLY, INC.



                                       By:________________________________
                                       Its:_______________________________


Signature Page to
Lin Non-Competition and
Non-Disclosure Agreement





<PAGE>
EXHIBIT 23.1


INDEPENDENT AUDITORS CONSENT

We consent to the incorporation by reference in Registration Statements on  Form
S-8 (Nos. 33-77918, 33-47752 and  333-17741)  and  Form  S-3 (No. 333-21079)  of
World Access, Inc. of  our report  dated  February 26, 1997   (October 15,  1997
as  to  Notes  2  and  13,  and the last paragraph  of  Note 5,   which  express
an  unqualified opinion and includes  an  explanatory    paragraph  referring to
certain subsequent events, including entering into an agreement to sub  contract
certain of Advanced TechCom, Inc.'s manufacturing,  raising of additional equity
and  the receipt  of   a  commitment  for  additional  financing)  with  respect
to  the  consolidated  financial  statements  of  Advanced   TechCom,  Inc.  and
Subsidiary  (included herein), appearing  as  part  of Item 7(a) in this Current
Report on Form 8-K of World Access, Inc.

/S/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
February 13, 1998


<PAGE>
EXHIBIT 99.1




News Release              SUMMARY:       WORLD ACCESS, INC. ACQUIRES
                                         ADVANCED TECHCOM, INC.

                          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  - January  30,  1998 - WORLD  ACCESS,  INC.  (NASDAQ:  WAXS),
announced today that it has completed its acquisition of Advanced TechCom, Inc.,
("ATI"), a Wilmington,  Massachusetts based designer and manufacturer of digital
microwave and  millimeterwave  radio systems for short and long haul voice, data
and/or  video  applications.  Pursuant to the terms of a Merger  Agreement,  the
shareholders  of ATI received  approximately  $10 million  worth of World Access
common  shares in  exchange  for their ATI shares and World  Access has  assumed
approximately $5 million of ATI debt. In addition, the ATI shareholders have the
right to receive  additional  shares of World Access  common stock over the next
two years,  contingent  upon the  achievement of certain  pre-tax  profitability
levels by ATI.

Steven A. Odom, Chairman and Chief Executive Officer, said  "The  acquisition of
ATI is  in  line with the Company's strategy to broaden its offering of wireless
switching, transport and access products and fully support its customers as they
build  new and/or upgrade existing telecommunications networks.  ATI is ISO 9001
certified  and  committed  to  developing and manufacturing a complete family of
high  performance,  technologically  advanced  digital  radios  for  the  global
telecommunications markets.  ATI's  product lines are offered in a wide range of
data rates  and frequency bands - - from 1.5 GHz to 38 GHz and DS1/E1 to DS3/E3.
ATI has  enjoyed considerable success in recent years in selling its products to
international   customers   and   establishing  relationships   that   represent
significant  cross-selling  opportunities  for  other  World Access products and
services."

"We are pleased that Dr. Ernie Lin,  President of ATI, and his staff of industry
professionals will continue to manage ATI as a division of World Access. Dr. Lin
will report directly to Hatch Graham,  President of the Company's  Transport and
Access Systems Group. During its latest fiscal year, ATI realized  approximately
$15 million in sales. We are optimistic that World Access'  financial  strength,
extensive U.S. and Latin  American  telecommunications  customer base,  advanced
digital switching and wireless transmission products and broad range of wireless
engineering  and electronic  manufacturing  services will further  support ATI's
existing business and provide  additional sales and profit growth  opportunities
for both companies."

World  Access, Inc.  develops,  manufactures  and  markets wireline and wireless
switching,  transport  and  access  products  primarily  for  the United States,
Caribbean  Basin  and  Latin  American  telecommunications markets.  The Company
offers  digital  switches, cellular  base  stations, fixed  wireless  local loop
systems,  intelligent  multiplexers,   digital  loop  carriers,   microwave  and
millimeterwave  radio  equipment and other wireless communications products.  To
support and complement its product sales,the Company provides its customers with
a  broad  range  of  design,  engineering, manufacturing, testing, installation,
repair and other value-added services.


                          
<PAGE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 339246}]
{"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": "98539916"}, "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): January 29, 1998
                               World Access, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                                                     
(State                        0-19998                           65-0044209
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 2.  Acquisition or Disposition of Assets

         On January 29, 1998, World Access,  Inc. ("World  Access"),  a Delaware
corporation,  consummated  the merger (the "Merger") of Advanced  TechCom,  Inc.
("ATI"), a Delaware corporation,  with and into Cellular  Infrastructure Supply,
Inc.,  a Delaware  corporation  and a  wholly-owned  subsidiary  of World Access
("CIS"),  pursuant  to that  certain  Agreement  and Plan of Merger  dated as of
December 24, 1997 by and between World  Access,  ATI, CIS and Ernest H. Lin (the
"Merger Agreement").

         Pursuant to the Merger Agreement, (i) the issued and outstanding shares
of ATI's Series A  Convertible  Preferred  Stock,  $.10 par value per share (the
"Preferred Stock"),  were converted into the right to receive (the "Merger Stock
Consideration")  an aggregate of 418,100  restricted shares of the common stock,
$.01 par value per share,  of World Access (the "World  Access  Common  Stock");
(ii)  holders of the issued and  outstanding  shares of common  stock,  $.10 par
value per  share,  of ATI (the "ATI  Common  Stock")  were given a choice to (a)
convert their ATI Common Stock into Preferred  Stock on a one-for-one  basis and
thereupon  receive the Merger Stock  Consideration to the same extent as holders
of the Preferred  Stock or (b) receive $.01 in cash for each share of ATI Common
Stock not converted (the "Common Stock  Consideration");  and (iii),  except for
Dr.  Lin,  who will  receive  cash and shares of World  Access  Common  Stock in
exchange  for his options to purchase  ATI Common  Stock ("ATI  Options"),  each
holder of ATI Options  that were vested as of December  31, 1997 will be paid in
cash the  difference,  if any,  between $1.00 and the exercise price of such ATI
Option  multiplied  by the number of shares of ATI Common Stock  subject to such
ATI Option (the  "Option  Consideration,"  and  together  with the Merger  Stock
Consideration and the Common Stock Consideration,  the "Merger  Consideration").
In connection with the Merger, Dr. Lin entered into an employment agreement with
CIS, a copy of which is filed herewith as Exhibit 10.1.

         In  addition,   the  persons  entitled  to  receive  the  Merger  Stock
Consideration  will  be  entitled  to  receive  up to an  aggregate  of  209,050
additional   restricted   shares  of  World  Access   Common  Stock  payable  in
installments  upon  the  achievement  by the  ATI  Division  of  CIS of  certain
profitability levels during 1998 and 1999(the "Contingent Stock Consideration").
Pursuant to the Merger Agreement and that certain Escrow Agreement  (the "Escrow
Agreement") entered  into  at  the closing of the Merger,  the Contingent  Stock
Consideration will be issued and held in escrow pending its release.

         The description contained herein of the Merger Agreement and the Escrow
Agreement is qualified in its entirety by reference to the Merger  Agreement and
the Escrow Agreement, which are filed herewith as Exhibits 2.1 and 10.2.

         The Merger  Consideration and the Contingent Stock  Consideration  were
determined  as a result of  negotiations  between  World  Access and ATI and the
Merger was approved by the boards of directors of World Access,  CIS and ATI and
the  stockholders  of ATI. Prior to the Merger,  neither World Access nor any of
its affiliates, directors or officers, nor any associate of any such director or
officer,  had any  relationship  with ATI or Dr. Lin,  except that World  Access
purchased  approximately  $150,000 of equipment from ATI in 1997 in the ordinary
course of business.

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

         (a) Financial Statements of Business Acquired.  Included in this Report
are the  consolidated  financial  statements of ATI for the years ended December
31,  1996  and  1995.  Such  financial  statements  have  been  audited  by  the
independent  accounting firm of Deloitte & Touche, LLP, whose opinion thereon is
also included herein.
Advanced TechCom,Inc. and Subsidiary
                   Consolidated Financial Statements for the
                     Years Ended December 31, 1996 and 1995
                        and Independent Auditors' Report
INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of
  Advanced TechCom, Inc.
Wilmington, Massachusetts

We have  audited  the  accompanying  consolidated  balance  sheets  of  Advanced
TechCom,  Inc. and Subsidiary  (the "Company") as of December 31, 1996 and 1995,
and the related consolidated statements of operations, stockholders' equity, and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  financial  position  of  Advanced  TechCom,  Inc.  and
Subsidiary as of December 31, 1996 and 1995, and the results of their operations
and their  cash  flows for the years then  ended in  conformity  with  generally
accepted accounting principles.

As discussed in Note 2 to the consolidated  financial statements,  subsequent to
year end the Company  entered into an agreement  to  subcontract  certain of its
manufacturing,   raised  additional   equity,  and  received  a  commitment  for
additional financing.

/s/ Deloitte & Touche LLP

February 26, 1997
(October 15, 1997 as to Notes 2 and 13,
 and the last paragraph of Note 5)
ADVANCED TECHCOM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995

ASSETS                                              1996              1995
                                               ------------       ------------
CURRENT ASSETS
  Cash                                         $    306,443       $    271,458
  Accounts Receivable                             3,588,097          2,777,070
  Inventory                                       5,843,716          7,203,140
  Prepaid expenses and other                        147,605            141,886
  Deferred income taxes                               ---              104,456
                                               ------------       ------------
    Total current assets                          9,885,861         10,498,010

PROPERTY AND EQUIPMENT-Net                        1,006,124          1,020,113
                                               ------------       ------------
TOTAL ASSETS                                   $ 10,891,985       $ 11,518,123
                                               ============       ============

LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES:

  Notes Payable                                $  1,690,000       $  4,023,000
  Current portion of long-term debt                 356,598            316,290
  Accounts Payable                                2,630,770          1,681,619
  Accrued Salaries and commissions                  545,252            662,387
  Accrued Expenses                                  734,101            517,393
  Customer deposits                                 389,439            685,885
                                               ------------       ------------
    Total current liabilities                     6,346,160          7,886,574
                                               ------------       ------------
LONG TERM DEBT-Net of current portion               421,503            650,509
                                               ------------       ------------
STOCKHOLDERS EQUITY:

  Preferred stock, $.10 per share par
    value-20,000,000 shares authorized;
    issued and outstanding-10,097,103 
    shares in 1996                                1,009,710             ---
  Common stock, $.10 per share par value
    -25,000,000 shares authorized; issued
    and outstanding-343,989 and 8,032,248
    shares in 1996 and 1995, respectively            34,399            803,223
  Additional paid-in capital                     10,107,727          3,167,580
  Accumulated deficit                            (6,730,514)          (572,763)
                                               ------------       ------------
  Less:
    Stock subscription value                       (273,000)          (357,000)
    Deferred compensation                           (24,000)           (60,000)
                                               ------------       ------------
      Total stockholders' equity                  4,124,322          2,981,040
                                               ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 10,891,985       $ 11,518,123
                                               ============       ============

See notes to consolidated financial statements.
ADVANCED TECHCOM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
DECEMBER 31, 1996 AND 1995

                                                   1996               1995
                                               ------------       ------------

NET SALES                                      $ 15,713,507       $ 18,297,699

COST OF GOODS SOLD                               11,993,587         10,698,605
                                               ------------       ------------
GROSS PROFIT                                      3,719,920          7,599,094

OPERATING EXPENSES:
Research and development                          4,785,393          3,350,540
Selling, general and administrative               4,606,697          3,866,043
                                               ------------       ------------
Total operating expenses                          9,392,090          7,216,583
                                               ------------       ------------
(LOSS) INCOME FROM OPERATIONS                    (5,672,170)           382,511

OTHER INCOME (EXPENSE)
Interest, net                                      (339,527)          (324,175)
Other                                               (98,598)           (12,946)
                                               ------------       ------------
(LOSS) INCOME BEFORE INCOME TAXES                (6,110,295)            45,390

PROVISION FOR INCOME TAXES                           47,456              ---

NET (LOSS) INCOME                              $ (6,157,751)      $     45,390
                                               ============       ============

See notes to consolidated financial statements.
ADVANCED TECHCOM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
DECEMBER 31, 1996 AND 1995
$.10 Par Value
                     No Par         $.10 Par Value        Preferred        Additional                 Stock
                  Common Stock       Common Stock           Stock          Paid-in      Accumulated  Subscription  Deferred
               ------------------  -----------------  ------------------   Capital        Deficit     Receivable     Comp.   Total
               Shares     Amount   Shares    Amount   Shares      Amount
BALANCE JANUARY 
  1, 1995    6,706,479 $2,045,803   ---    $  ---      ---   $     ---   $    ---     $   (404,542) $   ---     $  ---   $1,641,261
Exercise of 
  stock   
  options      525,000    350,000   ---       ---      ---         ---        ---          ---       (350,000)     ---      ---
Issuance of 
  stock          3,750      ---     ---       ---      ---         ---        ---          ---          ---        ---      ---
Exchange of no
  par common 
  stock for
  $.10 par
  value
  common 
  stock     (7,235,229)(2,395,803)7,235,229  723,522   ---         ---    1,672,281        ---          ---        ---      ---
Sale of common
  stock         ---         ---    750,000   75,000    ---         ---    1,425,000        ---          ---        ---    1,500,000
Stock issued 
  for services  ---         ---     47,019    4,701    ---         ---       70,299        ---          ---     (60,000)     15,000
Accrued interest
  on stock
  subscription  ---         ---      ---      ---      ---         ---        ---          ---         (7,000)     ---       (7,000)
Dividends 
  paid          ---         ---      ---      ---      ---         ---        ---         (213,611)     ---        ---     (213,611)
Net income      ---         ---      ---      ---      ---         ---        ---           45,390      ---        ---       45,390

             ---------- ---------- ------- -------- ----------- ---------- ----------- -----------  ---------  --------  ----------
BALANCE DECEMBER                 8,032,248  803,223    ---         ---     3,167,580      (572,763)  (357,000)  (60,000)  2,981,040
  31, 1995
Exercise of 
  stock 
  options       ---         ---    262,500   26,250    ---         ---       148,750       ---          ---        ---      175,000
Sale of common 
  stock         ---         ---    953,430   95,344    ---         ---     3,082,756       ---          ---        ---    3,178,100
Stock issued for 
  services      ---         ---     73,014    7,302    ---         ---        87,631       ---          ---      36,000     130,933
Exchange of $.10
  par value common
  stock for $.10
  par value Series
  A preferred
  stock         ---         --- (8,977,203)(897,720) 8,977,203    897,720     ---          ---          ---        ---      ---
Sale of Series
  A preferred 
  stock         ---         ---      ---      ---    1,119,900    111,990  3,621,010       ---          ---        ---    3,733,000
Receipt of 
  stock
  subscription  ---         ---      ---      ---      ---         ---        ---          ---         77,000      ---       77,000
Accrued interest
  on stock
  subscription  ---         ---      ---      ---      ---         ---        ---          ---        (24,582)     ---      (24,582)
Forgiveness of
  interest on 
  stock 
  subscription
  loan          ---         ---      ---      ---      ---         ---        ---          ---         31,582      ---       31,582
Net loss        ---         ---      ---      ---      ---         ---        ---       (6,157,751)     ---        ---   (6,157,751)
             ---------- ---------- ------- -------- ----------- ---------- ----------- -----------  ---------  --------  ----------
BALANCE DECEMBER
  31, 1996      ---        ---     343,989 $ 34,399 $10,097,103 $1,009,710 $10,107,727 $(6,730,514) $(273,000) $(24,000) $4,124,322
             ========== ========== ======= ======== =========== ========== =========== ===========  =========  ========  ==========
See notes to consolidated financial statements.
ADVANCED TECHCOM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
DECEMBER 31, 1996 AND 1995

CASH FLOWS FROM OPERATING ACTIVITIES                  1996           1995
                                                 --------------  --------------
Net (loss) income                                $   (6,157,751) $       45,390
Adjustments to reconcile net (loss) 
  income to net cash used in
  operating activities:
Depreciation and amortization                           600,413         424,334
Deferred income taxes                                   104,456        (104,456)
Other                                                   137,933          20,946
Change in assets and liabilities:
Accounts receivable                                    (811,027)        498,280
Inventory                                             1,359,424      (3,975,477)
Prepaid expenses and other                               (5,719)        (94,815)
Accounts payable                                        949,151          50,059
Accrued expenses                                         99,573         578,183
Customer deposits                                      (296,446)        209,289
                                                 --------------  --------------
Net cash used in operating activities                (4,019,993)     (2,348,267)
                                                 --------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES-
  Purchases of property and equipment                  (418,379)       (920,358)
                                                 --------------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (payments) under 
  line of credit                                     (2,528,000)      1,809,000
Proceeds from notes payable                             195,000         750,000
Principal payments on long-term 
  notes payable                                        (281,659)       (269,036)
Principal payments on capital leases                    (75,084)        (38,039)
Proceeds from exercise of stock 
  option plans                                          175,000           ---
Proceeds from sale of stock                           6,911,100       1,500,000
Proceeds from payment of stock 
  subscription receivable                                77,000           ---
Dividends paid                                            ---          (213,611)
                                                 --------------  --------------
Net cash provided by financing activities             4,473,357       3,538,314

NET INCREASE IN CASH                                     34,985         269,689

CASH, BEGINNING OF YEAR                                 271,458           1,769
                                                 --------------  --------------
CASH, END OF YEAR                                $      306,443  $      271,458
                                                 ==============  ==============
SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION:
Cash paid for interest                           $      336,906  $      324,316
                                                 ==============  ==============
Cash paid (refunded) for income taxes            $      (90,116) $      174,456
                                                 ==============  ==============
SUPPLEMENTAL NONCASH FINANCING
  AND INVESTING ACTIVITY:
Capital lease obligations                        $      168,045  $        ---
                                                 ==============  ==============
Stock issued for notes receivable                $        ---    $      350,000
                                                 ==============  ==============
Increase in notes receivable
  for accrued interest                           $       24,582  $        7,000
                                                 ==============  ==============

See notes to consolidated financial statements.
ADVANCED TECHCOM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Business - Advanced TechCom,  Inc. and Subsidiary (the "Company") designs,
      develops   and   manufactures   a  series  of   high-performance   digital
      microwave/millimeter wave radio equipment, operating in frequencies of 1.5
      GHZ to 38 GHZ utilized in the telecommunications industry.

      Principles of  Consolidation  - The  accompanying  consolidated  financial
      statements  include  the  accounts  of the  Company  and its wholly  owned
      foreign sales corporation,  Advanced TechCom (Barbados), Inc. All material
      intercompany transactions and balances have been eliminated.

      Stock  Split - In  November  1996,  the  Board  of  Directors  declared  a
      three-for-one  split of the Company's  common and preferred stock effected
      in the  form  of  stock  dividends.  Shares  will  be  distributed  to all
      stockholders of record. All share and per share data have been adjusted to
      reflect the split.

      Revenue Recognition - The Company  recognizes  revenue  from  the sales of
      products  when  the  products  are  shipped.   Sales to overseas customers
      generally require letters of credit before the products are shipped.

      Allowance  for  Doubtful  Accounts - An allowance for doubtful accounts is
      provided  when  accounts are considered uncollectible.  No such allowances
      were considered necessary at December 31, 1996 and 1995.

      Inventory - Inventory is stated at the lower of cost (first-in,  first-out
      method) or market.

      Property  and Equipment - Depreciation is computed using straight-line and
      accelerated  methods  over  the  estimated  useful  lives  of  the assets.
      Estimated useful lives of assets are as follows:

         Machinery and equipment and other        3-5 years
         Furniture and fixtures                   3-7 years
         Leasehold improvements                   Shorter of lease term 
                                                    or useful life

      Financial  Instruments - The carrying values of cash, accounts receivable,
      accounts  payable,  borrowings  under the  Company's  credit line and debt
      approximate fair value due to the short-term nature of these instruments.

      Income  Taxes - The  Company  is taxed as a C  Corporation.  Deferred  tax
      assets  and  liabilities  are  recognized  for  the  expected  future  tax
      consequences of events that have been included in the financial statements
      or  tax  returns.  Deferred  income  taxes  are  determined  based  on the
      difference  between the  financial  statement  and tax basis of assets and
      liabilities  using  enacted  tax rates in effect for the year in which the
      differences are expected to reverse.  Valuation allowances are established
      when necessary to reduce deferred tax assets to the amounts expected to be
      realized.

      Research and  Development  - Research and  development  costs are expensed
      when incurred.
1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Warranty  Reserve - The Company  sells the majority of its products with a
      two-year repair or replacement  warranty.  The  accompanying  consolidated
      financial statements for 1996 and 1995 include an accrual of approximately
      $403,000 and $150,000,  respectively,  for estimated warranty claims based
      on the  Company's  experience  of actual  claims  and  anticipated  future
      claims.

      Employee Stock-Based Compensation -  The Company uses the intrinsic value-
      based method  of  Accounting  Principles Board Opinion  ("APB") No. 25. as
      allowed under Statement of Financial Accounting Standards ("SFAS") No. 123
      "Accounting  for  Stock-Based  Compensation,"  to  account  for all of its
      employee stock-based compensation plans.

      Customers and  Concentration  of Credit Risk - The Company's  products are
      sold both  directly to customers and through  distributors.  The Company's
      customers  consist of domestic  and  international  wireless  and cellular
      companies,  telephone companies,  utilities and government and educational
      institutions.  Approximately  93% of the  Company's  net sales are derived
      from international  customers.  A major international  systems integrator,
      who resells  worldwide,  accounted for  approximately 20% of the Company's
      1996 net sales and approximately 54% of the accounts receivable balance at
      December 31, 1996. A second customer  accounted for  approximately  14% of
      the accounts receivable balance at December 31, 1996.

      Use of Estimates - The preparation of the Company's consolidated financial
      statements in conformity  with generally  accepted  accounting  principles
      requires  management  to make  estimates and  assumptions  that affect the
      reported  amounts and disclosure of certain assets and  liabilities at the
      balance sheet date. Actual results may differ from such estimates.

      Reclassifications - Certain amounts in the 1995 financial  statements have
      been reclassified to conform with the 1996 presentation.

      Adoption of New Accounting Pronouncements - Effective January 1, 1996, the
      Company adopted,  prospectively,  SFAS No. 121, "Accounting for Impairment
      of Long-lived  Assets and for  Long-lived  Assets to Be Disposed Of." SFAS
      No.  121  requires  that  long-lived  assets be  reviewed  for  impairment
      whenever  circumstances  indicate that the carrying  value of an asset may
      not  be  recoverable.  The  adoption  of  SFAS  No.  121  did  not  have a
      significant  effect on the Company's  consolidated  financial  position or
      results of operations for the year ended December 31, 1996.

      Effective  January 1, 1996, the Company adopted SFAS No. 123,  "Accounting
      for  Stock-Based  Compensation."  As permitted by SFAS No. 123 the Company
      has continued to account for its stock-based  transactions to employees in
      accordance with APB No. 25, "Accounting for Stock Issued to Employees." As
      required  by SFAS No. 123 for stock  option  grants to  nonemployees,  the
      Company  follows the provisions of SFAS No. 123,  calculates  compensation
      expense using a fair value based method and amortizes compensation expense
      over the vesting  period.  During the year ended  December 31,  1996,  the
      Company did not grant any options to  purchase  shares of common  stock to
      nonemployees.

2.    FUNDING OF OPERATIONS

      As shown in the  consolidated  financial  statements,  for the year  ended
      December 31, 1996,  the Company  incurred a net loss of $6,157,751 and had
      negative cash flow from operations of $4,019,993.  The Company's 1996 loss
      and working capital needs were principally funded by proceeds from various
      private placement equity offerings completed throughout the year.
2.    FUNDING OF OPERATIONS (CONTINUED)

      Since  December  31,  1996,  the Company has  continued  to incur  losses.
      However,  it has  negotiated a line of credit for borrowings of up to $2.5
      million and raised  approximately  $3.0  million  through the  issuance of
      preferred  stock.  Moreover,  the Company has entered into a joint venture
      agreement to subcontract the manufacturing of certain of its products and,
      upon the  successful  refinancing  of the Company's  existing bank line of
      credit or financing with a new bank, the agreement will also provide up to
      $2.0 million of  additional  financing.  On October 15, 1997,  the Company
      received a commitment  letter for bank financing of $750,000.  The Company
      is also now  selling  its  compact  product  line in the 38 GHZ and 23 GHZ
      frequencies,  thus improving its existing product line offerings and plans
      to raise additional  equity financing in 1997.  Management  believes these
      factors will provide  sufficient working capital for the remainder of 1997
      and into 1998.

3.    INVENTORY

      Inventory consisted of the following at December 31:

                                          1996            1995 
                                       ----------      ----------
          Raw materials                $4,685,490      $5,841,531
          Work in process                 845,613       1,170,597  
          Finished goods                  312,613         191,012
                                       ----------      ----------
          Total                        $5,843,716      $7,203,140
                                       ==========      ==========

4.    PROPERTY AND EQUIPMENT

      Property and equipment consisted of the following at December 31:
 
                                          1996            1995 
                                       ----------      ----------
           Machinery and equipment
             and other                 $1,322,067      $  927,700
          Office furniture and 
             equipment                    836,117         644,060
                                       ----------      ----------
                                        2,158,184       1,571,760
          Less Accumulated 
             Depreciation              (1,152,060)       (551,647)
                                       ----------      ----------
          Property and equipment,net   $1,006,124      $1,020,113
                                       ==========      ==========

      At December 31, 1996, the capitalized cost of property and equipment under
      capital  leases  was  $251,416  and  related  accumulated depreciation was
      $104,831.

      Property  and  equipment  under  capital  leases and  related  accumulated
      depreciation for the year ended December 31, 1995 was not material.
5.    NOTES PAYABLE

      Notes payable consisted of the following at December 31:

                                                        1996            1995 
                                                     ----------      ----------
 
        Revolving bank line of credit                $1,245,000      $3,773,000

        Note payable-stockholder, due on
          demand, interest payable monthly
          at 12%                                        195,000         --- 

        Note payable-to a community 
          development finance corporation
          with interest payable monthly at
          a rate of 10%, collateralized by
          a second lien on substantially
          all of the Company's assets, and
          personally guaranteed by the
          principal stockholder of the 
          Company                                       125,000         125,000

        Note payable-to a community 
          development organization
          with interest payable monthly at
          a rate of 10%, collateralized by
          a second lien on substantially
          all of the Company's assets, and
          personally guaranteed by the
          principal stockholder of the 
          Company                                       125,000         125,000
                                                     ----------      ----------
                                                     $1,690,000      $4,023,000
                                                     ==========      ==========

      The Company had a revolving bank line-of-credit agreement which expired in
      May 1996. Since the expiration of the agreement, borrowings under the line
      were based on eligible  accounts  receivable and inventory up to a maximum
      of  $1,245,000.  At December 31, 1996,  the Company had  outstanding  bank
      letters of credit totaling  $172,657,  of which $32,657 reduces  borrowing
      availability  under the line of credit.  The line is payable on demand and
      bears  interest at the bank's  prime rate plus 1/2% (8.75% at December 31,
      1996). The line is  collateralized  by substantially  all of the Company's
      assets and is personally  guaranteed by the principal  stockholder  of the
      Company.  The agreement  contains  certain  covenants  which,  among other
      things,  require  minimum levels of consolidated  tangible net worth,  the
      maintenance of certain financial ratios,  and a minimum collateral base of
      inventory and accounts  receivable.  At December 31, 1996, the Company was
      not in compliance with certain provisions of the loan agreement related to
      the minimum debt coverage ratio requirement.

      On March  13,  1997,  the  Company's  bank  line-of-credit  agreement  was
      amended. The amended agreement provides for available borrowings under the
      line based on eligible accounts  receivable up to a maximum of $2,500,000,
      reduced by outstanding  letters of credit issued by the Company.  The line
      is payable on demand and bears  interest at the bank's prime  lending rate
      plus  1/2%.  The  line  is  collateralized  by  substantially  all  of the
      Company's assets and is personally guaranteed by the principal stockholder
      of the Company.  The agreement  contains certain  covenants  which,  among
      other things,  require minimum levels of consolidated  tangible net worth,
      the maintenance of certain financial ratios, and a minimum collateral base
      of   inventory   and  accounts   receivable.   As  of  October  15,  1997,
      approximately  $2,200,000 was  outstanding  under the line and the Company
      was in default on certain covenant requirements.  The Company is currently
      discussing refinancing of the line (see Note 2).
6.    LONG-TERM DEBT

      Long-term debt consisted of the following at December 31:

                                                        1996            1995 
                                                     ----------      ----------
 
      Note payable-bank-payable in monthly
      installments through January 1998 with
      interest at prime plus 1/2% (8.75% at 
      December 31, 1996) the note is 
      collateralized by a second lien on
      substantially all Company assets               $ 106,528       $ 204,855

      Note payable-finance company-payable
      in monthly installments through July
      1997 with interest computed at rates
      ranging from 10.24%-10.37%; 
      collateralized by certain equipment              143,795          50,834

      Note payable-bank-payable in
      installments through October 1998
      with interest computed at prime plus
      1/2% (8.75% at December 31, 1996);
      collateralized by a second lien on
      substantially all Company assets                 152,778         236,111

      Note payable-to a business development
      corporation-payable in installments
      through August 2000 with interest
      computed at prime plus 2 1/4% (10.5%
      at December 31, 1996); collateralized
      by a second lien on substantially all
      Company assets and personally
      guaranteed by the principal stockholder          375,000         474,999
                                                     ----------      ----------
                                                       778,101         966,799

      Less current portion                            (356,598)       (316,290)
                                                     ----------      ----------
      Long-term debt                                 $ 421,503       $ 650,509
                                                     ==========      ==========
6.    LONG-TERM DEBT (CONTINUED)

      Maturities on long-term debt as of December 31, 1996 are as follows:

        Year Ending December 31
          
          1997        $356,598
          1998         227,082
          1999         119,421
          2000          75,000
                      --------
                      $778,101
                      ========

7.    INCOME TAXES

      The  components  of the  Company's  provision  for income  taxes as are as
      follows:

                                                         1996          1995  
                                                      ----------    ---------- 
        Currently payable taxes before application
          of credits and benefit of Foreign Sales
          Corporation
               Federal                                $   ---       $ 151,460
               State                                     18,746        65,320
               State Manufacturing investment and
                 research and development credits       (18,746)      (65,320)
               Federal research and development 
                 credits                                  ---         (42,004)
               Benefit of Foreign Sales Corporation       ---          (5,000)
               Federal benefit of net operating 
                 loss carryback                         (57,000)        ---
                                                      -----------   ---------- 
        Net currently payable (refundable) tax          (57,000)      104,456 

        Deferred tax expense                            104,456      (104,456)
                                                      -----------   ----------
        Total                                         $  47,456     $   ---
                                                      ===========   ==========

      A  reconciliation  between  reported  income  tax  expense  and the amount
      computed  by  applying  the  statutory  federal  income  tax  rate  of 34%
      to income before income taxes is as follows:

                                                          1996         1995
                                                      -----------   -----------
     Taxes at statutory federal rates                 $(2,066,762)  $    15,433 
     1996 taxable loss for which no tax         
          asset was recorded                            2,066,762        ---
     State taxes, net of federal tax benefit             (299,858)       ---
     Federal and state tax credit carryforwards          (368,090)     (129,081)
     Federal tax credit utilized                            ---         (42,004)
     Valuation allowance for deferred tax assets          596,236        ---
     Change in valuation allowance                        104,456       175,447
     Other                                                 14,712       (19,795)
                                                      -----------   -----------
     Net tax expense                                  $    47,456   $    ---
                                                      ===========   ===========
7.    INCOME TAXES (CONTINUED)

      The Company's deferred taxes at December 31 were as follows:

                                                          1996         1995
                                                      -----------   -----------
     State research and development credits           $   387,981   $   203,127
     Federal research and development credits             202,104        40,705
     State investment tax credits                          21,837         ---
     Inventory                                            247,661        70,285
     Warranty                                             162,229        60,405
     Accruals                                             156,303       133,024
     Other                                                  ---           1,991
     Depreciation                                          45,595         ---
     Tax benefit from exercise of stock options           120,810         ---
     Operating loss carryforwards                       1,925,881         --- 
                                                      -----------   -----------
                                                        3,270,401       509,537
     Valuation Allowance                               (3,270,401)     (405,081)
                                                      -----------   -----------
     Net deferred taxes                               $     ---     $   104,456
                                                      ===========   ===========

       
      Deferred  income taxes arise from  temporary  differences  resulting  from
      income  and  expense  items  reported  for  financial  accounting  and tax
      purposes in different periods and future tax benefits of federal and state
      tax credits.  At December 31, 1995, deferred tax assets totaling $509,537,
      with a related valuation allowance of $405,081, or net deferred tax assets
      of $104,456, were recorded based upon management's assessment at that time
      that taxable  income would more likely than not be  sufficient  to utilize
      fully the net deferred tax asset. At December 31, 1996, based on operating
      results  and  management's  reassessment  of future  taxable  income,  the
      Company  established a valuation allowance to reduce the carrying value of
      net deferred tax assets to zero.

      At December 31, 1996, the Company had available  unused  federal  research
      and  development  credits of  approximately  $202,000  which expire in the
      years  2010  and  2011,   state  research  and   development   credits  of
      approximately  $388,000,  of which approximately  $7,300 are unlimited and
      the remainder  expire at various dates  beginning in 2006 through 2011 and
      an  investment  tax credit of $21,837.  Net operating  loss  carryforwards
      totaled approximately $5,080,000 at December 31, 1996.

8.    STOCKHOLDERS' EQUITY

      On November 7, 1996,  the Company  amended the  Company's  Certificate  of
      Incorporation  to increase the  authorized  preferred  stock to 20,000,000
      shares with par value of $.10 per share;  15,000,000  shares designated as
      Series A  convertible  preferred  stock  ("Series A preferred  stock") and
      5,000,000  shares as  undesignated  preferred  stock (see "Stock Split" in
      Note 1).
8.    STOCKHOLDERS' EQUITY (CONTINUED)

      The preferred stock has voting rights similar to common stock and equal to
      the  number  of whole  shares  of  common  into  which  the  preferred  is
      convertible.  The preferred stock also has preference on liquidation  over
      common stock and on the payment of dividends. The Series A preferred stock
      shall be convertible,  without the payment of any additional consideration
      by the holder,  at any time at the option of the holder,  at a  conversion
      rate,  subject  to  adjustment,  of one share of common  for each share of
      preferred.  Each share of Series A preferred stock shall  automatically be
      converted  into common stock at the then effective  applicable  conversion
      rate upon the closing of a public offering with gross proceeds of not less
      than $15  million  or upon the  affirmative  vote of the  majority  of the
      preferred stockholders.

      Concurrent  with the  increase  in the  number  of  authorized  shares  of
      preferred stock, common stockholders were granted the option of converting
      their shares into Series A preferred stock on a one-for-one basis.

      In addition,  additional  shares of Series A convertible  preferred  stock
      totaling  965,430  were issued for no  additional  consideration  to those
      persons who purchased common stock in April and May 1996 at a price of $20
      per share in order that their  purchase  price,  after taking into account
      the stock split, be adjusted to $31/3 per share.

9.    STOCK PLANS

      Performance  Share Plan - The Company had a  performance  share plan which
      was intended as an incentive to certain key  employees  and  directors who
      contribute  to the success of the Company's  business.  Under the terms of
      the plan, performance shares were granted to individuals at the discretion
      of the  Company's  Board of Directors  (the  "Board"),  subject to various
      vesting schedules. Performance shares exercised during 1995 totaled 6,980.
      Shares forfeited under the plan totaled 17,809 for 1995.

      In August 1995,  the Board voted to terminate the  performance  share plan
      and  authorized  the  Company's   president,   in  consultation  with  the
      Compensation Committee, to offer stock options in exchange for performance
      shares held by the holders thereof.

      Stock  Options - During  1995,  the Company  adopted the 1995 Stock Option
      Plan (the "1995  Plan").  The 1995 Plan  initially  permitted the grant of
      options to purchase up to 1,200,000  shares of the Company's  common stock
      at a  price  at  least  equal  to the  fair  market  value  of the  stock,
      determined by the Board,  on the date of grant for incentive stock options
      and  at  prices  determined  by  the  Board  in its  sole  discretion  for
      nonqualified  options.  On September 6, 1996,  the Board and  stockholders
      approved an increase in the shares available for grants to 1,650,000.

      During the fourth  quarter of 1996,  the Company  repriced  all options to
      reflect the then fair market  value of the  Company's  common  stock.  The
      repricing provided each option holder the right to exchange their existing
      stock  options for new  incentive  stock  options  (the "new  options") to
      purchase  an  identical  number of shares of common  stock at an  exercise
      price of $.26 per share.  The new options  vest  according to the original
      vesting  schedule  but with a six-month  delay,  or in 16 equal  quarterly
      installments  beginning three months before the original vesting date. The
      options are exercisable for 10 years from the original date of grant.

      At December 31, 1996, there were 828,137 options available for grant under
      the 1995 Plan.  Prior to the adoption of the 1995 Plan, the Company issued
      stock options to certain  individuals  which  were  exercisable on varying
      dates at prices ranging from $.67 to $2.57 per share.
9.    STOCK PLANS (CONTINUED)

      Stock  Exchanged  for Services - During 1995,  the Company  issued  47,019
      shares of common stock in exchange for current and future services. Of the
      47,019 shares issued,  36,000 were issued to a director for services to be
      provided  through  1997.  The right to the  36,000  shares is subject to a
      two-year vesting schedule through 1997. The value of the services provided
      amounting to $15,000 and $36,000 for 1996 and 1995, respectively, has been
      charged to operations.  During 1996, an additional 73,014 shares of common
      stock were  issued in  exchange  for  current  services.  The value of the
      shares totaling $94,933 was expensed in 1996.

      A summary of all stock option  activity  for the years ended  December 31,
      1996 and 1995 is as follows:

                                                                     Exercise
                                                                       Price
                                                       Shares        Per Share
                                                     -----------    -----------
          Outstanding at January 1, 1995               943,500      $0.67-$2.57

          Options granted in exchange for           
             performance shares                        175,476         $2.00
          Options granted                              454,458      $.33-$2.20
          Options terminated                          (159,000)     $2.00-$2.57
          Options exercised                           (525,000)        $0.67
                                                     -----------
          Outstanding at December 31, 1995             889,434      $0.33-$2.20

          Options granted                              298,803      $0.26-$2.20
          Options terminated                          (103,876)     $0.33-$2.20
          Options exercised                           (262,500)        $0.67
          Options cancelled upon exchange             (865,161)     $0.67-$2.57
          Options issued upon exchange                 865,161         $0.26
                                                     -----------   
          Outstanding at December 31, 1996             821,861         $0.26
                                                     ===========    ===========

          Options exercisable at December 31, 1995     650,568      $0.33-$2.20
                                                     ===========    ===========

          Options exercisable at December 31, 1996     448,377         $0.26
                                                     ===========    ===========

          The weighted average grant date fair value 
          for options granted in 1996 and 1995 was 
          $.31 and $.67, respectively.
9.    STOCK PLANS (CONTINUED)

      Stock  Exchanged  for Services  (Continued)  - During 1995,  the Company's
      principal  stockholder  exercised  options to purchase  525,000  shares of
      common  stock by issuing a note to the  Company in the amount of  $350,000
      (the  "Note").  The Note is due on August  24,  2000 and  bears  interest,
      payable  annually,  at 8% per annum  commencing  August 24, 1996.  Accrued
      interest on the Note as of December  31,  1996  totaling  $31,582 has been
      forgiven.

      The  following  table  sets  forth  information  regarding  stock  options
      outstanding at December 31, 1996 under the Stock Option Plans as described
      above:

                                                                       Weighted
                                                                       Average
                                Weighted    Weighted                   Exercise
   Number of                    Average     Average       Number       Price for
    Options       Range of      Exercise   Remaining     Currently     Currently
  Outstanding  Exercise Price    Price       Life       Exercisable  Exercisable
  -----------  --------------   --------   ---------    -----------  -----------
    821,861        $0.26         $0.26     7.6 years      448,377       $0.26

      Pro Forma  Disclosures  - As described in Note 1, the Company  applies the
      intrinsic  value  method  of APB No.  25 and  related  Interpretations  in
      accounting for its stock option plans.  Accordingly,  no compensation cost
      has been recognized for its stock option plans. Had compensation cost been
      determined  based on the fair value at the grant  dates for  awards  under
      those plans  consistent with the method of SFAS No. 123, the Company's net
      loss for the  years  ended  December  31,  1996 and 1995  would  have been
      $6,260,157 and $25,215, respectively.

      For purposes of the pro forma  disclosures,  the fair value of the options
      granted  under the  Company's  stock option plans during 1996 and 1995 was
      estimated  on the date of grant  using the  Black-Scholes  option  pricing
      model. Key assumptions used to apply this pricing model are as follows:

                                                1996             1995
                                              --------        ---------
        Risk-free interest rate                 6.50%           6.50%
        Expected life of option grants         5 years        4.9 years

      The pro forma  disclosures,  as required by SFAS No. 123, only include the
      effects of options granted in 1996 and 1995.

10.   EMPLOYEE BENEFIT PLAN

      In 1994,the Company established a 401(k) retirement plan for substantially
      all employees. Employees  eligible  to participate in the plan must be age
      21.  The Company does not contribute to the plan.
11.   LEASES

      The Company leases its present  facilities in  Wilmington,  Massachusetts,
      under a five-year  lease expiring in November  2000.  Future minimum lease
      payments under  noncancelable  operating  leases with initial or remaining
      terms of one year or more consist of the following at December 31, 1996:

        Year Ending                  Amount
                                   ----------
          1997                     $  320,000
          1998                        351,996
          1999                        368,000
          2000                        384,000
                                   ----------
          Total                    $1,423,996
                                   ==========

      The Company  is also responsible for real estate taxes and other operating
      expenses  associated  with  the  property  lease.  Rent  expense under all
      operating  leases  for  the  years  ended  December  31, 1996 and 1995 was
      approximately $586,000 and $246,000, respectively.

12.   RELATED-PARTY TRANSACTIONS

      The  Company  purchases  computers  and  other networking equipment from a
      computer  distributor  whose  principal  shareholder  is a director of the
      Company.  Purchases of equipment totaled $77,758 and $186,163 for 1996 and
      1995, respectively.  As of December 31, 1996, there are no amounts payable
      to the distributor.

      Interest  expense  on the note  payable  to  stockholder  (see Note 5) was
      $8,112 for the year ended December 31, 1996.

13.   SUBSEQUENT EVENT

      Subsequent  to year end,  the Company  was named as a defendant  in a suit
      filed by a  successor  to a former  vendor.  The vendor  claims it is owed
      $1,000,000  from the Company and has asserted breach of contract and other
      claims.  The  Company's  recorded  liability  at  December  31,  1996  was
      approximately $450,000. The Company and the vendor have agreed to stay the
      litigation  while they engage in  settlement  negotiations.  The  ultimate
      outcome of this claim cannot be predicted,  however,  management estimates
      that the Company's  possible loss that may be incurred will not exceed the
      amounts recorded.

                   
14.   EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT
      AUDITORS' REPORT

      As  discussed  in notes 2  and  5, as  of October 15, 1997 the Company had
      approximately  $2,200,000  outstanding  and  was  in  default  on  certain
      covenant requirements under its bank line of credit. Moreover, the Company
      was discussing the refinancing of this line in  connection  with  a  joint
      venture agreement entered into to subcontract the manufacturing of certain
      of its products and had received a commitment letter for bank financing of
      $750,000. The  commitment  letter  expired  on  December  15, 1997  and on
      December 29, 1997 the Company signed a definitive agreement to be acquired
      by World Access, Inc. In connection with the aquisition the  Company  also
      entered into  an  agreement  to  terminate  the  joint  venture  agreement
      referred  to  above.  In  December  1997, World  Access paid the Company's
      outstanding bank debt and began funding its operations. The acquisition of
      the Company, by World Access, was consummated on January 29, 1998.
(b) Pro Forma  Financial  Information.  The acquisition of ATI has been
accounted for using the purchase method of accounting. In connection  with  such
acquisition, World Access  recorded  a  charge  of  approximately  $4.0 million,
representing the portion of the purchase price for ATI allocated  to  in-process
research  and  development.  The  following  unaudited  pro  forma  consolidated
balance  sheet as of  September  30, 1997  reflects the  acquisition  of  ATI as
if it had  been  completed  on  September  30,  1997.  The  following  unaudited
pro forma consolidated  statement of operations for the year  ended December 31,
1996 and the nine months ended September 30, 1997 reflect the acquisition of ATI
as if it had been completed as of January 1, 1996.

         The pro forma data does not  purport to be  indicative  of the  results
which would actually have been reported if the  acquisition had occurred on such
dates or which may be reported in the future.  The pro forma data should be read
in conjunction  with the  historical  consolidated  financial  statements of the
Company,  the   historical  consolidated  financial  statements  of ATI  and the
related notes thereto.
World Access, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
September 30, 1997
----------Historical----------           Pro Forma               Pro Forma
                                       World Access            ATI             Adjustments               Combined
                                                                     (In thousands)
                                       ----------          ----------          ----------              -----------
ASSETS
Current Assets
  Cash and equivalents                 $   15,807          $      187          $     (298)(A)          $    15,696 
  Accounts receivable                      22,446               1,887                 (75)(A)               24,258 
  Inventories                              18,899               7,057              (2,050)(A)               23,906 
  Other current assets                      7,050                  82                ---                     7,132
                                       ----------          ----------          ----------              -----------
    Total Current Assets                   64,202               9,213              (2,423)                  70,992 
Property and equipment                      4,287               1,066                ---                     5,353 
Intangible assets                          29,370                ---                1,320 (A)               30,690 
Technology licenses                           904                ---                 ---                       904
Debt issuance costs                           641                ---                 ---                       641
Other assets                                2,035                  10               3,325 (A)                5,370 
                                       ----------          ----------          ----------              -----------
    Total  Assets                      $  101,439          $   10,289          $    2,222              $   113,950 
                                       ==========          ==========          ==========              ===========
LIABILITIES AND STOCKHOLDERS' EQUITY    
Current Liabilities
  Short-term debt                      $       66          $    3,097          $     ---               $     3,163 
  Accounts payable                          6,902               2,931                ---                     9,833 
  Accrued payroll and benefits              3,073                ---                 ---                     3,073 
  CIS purchase price payable                3,500                ---                 ---                     3,500 
  Other accrued liabilities                 1,550               2,175                 200 (A)                3,925 
                                       ----------          ----------          ----------              -----------
    Total Current Liabilities              15,091               8,203                 200                   23,494 
Long-term debt                                301                 340                ---                       641
                                       ----------          ----------          ----------              -----------
    Total Liabilities                      15,392               8,543                 200                   24,135 
                                       ----------          ----------          ----------              -----------

Stockholders' Equity
  Common and preferred stock                  192               2,558              (2,558)(B)                  196
                                                                                        4 (A)
  Capital in excess of par value           81,178              11,340             (11,340)(B)               88,892 
                                                                                    7,714 (A)
  Retained earnings (deficit)               4,677             (12,152)             12,152 (B)                  727 
                                                                                   (3,950)(C)                   
                                       ----------          ----------          ----------              -----------
    Total Stockholders' Equity             86,047               1,746               2,022                   89,815 
                                       ----------          ----------          ----------              -----------
    Total Liabilities and 
      Stockholders' Equity             $  101,439          $   10,289          $    2,222              $   113,950 
                                       ==========          ==========          ==========              ===========
Notes to Unaudited Pro Forma Consolidated Balance Sheet

(A) The Merger will be accounted  for under the purchase  method of  accounting.
In  addition,  in  accordance with generally accepted accounting principles, the 
portion of the  purchase price allocable to research and development projects of 
ATI  was  expensed  at  the  consumation  of the Merger on January 29, 1998. The
amount of  this  one-time  non-recurring  charge was approximately $4.0 million. 
Since  this  charge was directly related to the acquisition and will not recurr, 
the pro forma financial statements have been prepared excluding the change.  The
Company  has  not yet determined the final allocation of the purchase price, and
accordingly,  the  amounts  shown  below  may differ from the amounts ultimately
recorded.

The  unallocated excess of purchase price over net assets acquired is determined
as follows (amounts in thousands):

Purchase price:
 Cash purchase of ATI shares                       32
 Cash in lieu of fractional shares                  1
 Cash paid for options                            265
                                              -------        
   Total cash                                                     298

 Restricted stock issued in 
  exchange for ATI shares                       7,593 
 Restricted stock  issued in
  exchange for options                            125
                                              -------        
   Total restricted stock                                       7,718 

 Fees and expenses related to the Merger                          200
                                                              -------       
   Total purchase price                                         8,216 
                                                              -------
Less:

 Historical stockholders' equity                               (1,746)
 Adjust assets and liabilities:
   Inventories                                                  2,050 
   Accounts receivable                                             75
   In process R&D costs                                        (3,950)
   Deferred income taxes                                       (3,325)
                                                              -------
                                                               (6,896)
                                                              -------
Unallocated excess of purchase 
 price over net assets acquired                                 1,320 
                                                              =======

(B) Eliminate existing stockholders' equity.

(C) Represents retained earnings adjustment for non-recurring charge related  to
    write-off of in-process R&D expenses acquired in the merger.
World Access, Inc. and Subsidiaries
Pro Forma Consolidated Statements of Operations
For the Nine Months Ended September 30, 1997
(Unaudited)
Pro Forma          Pro Forma
                                      World Access           ATI           Adjustments          Combined
                                                        (In thousands except per share data)
                                       ----------        ----------        ----------          ----------
Sales of products                      $   56,099        $   10,975        $     (150)(A)      $   66,924 
Service revenues                           15,622             ---               ---                15,622 
                                       ----------        ----------        ----------          ----------
  Total Sales                              71,721            10,975              (150)             82,546 

Cost of products sold                      33,811             8,396               (70)(A)          42,137 
Cost of services                           12,832             ---               ---                12,832 
                                       ----------        ----------        ----------          ----------
  Total Cost of Sales                      46,643             8,396               (70)             54,969 
                                       ----------        ----------        ----------          ----------
  Gross Profit                             25,078             2,579               (80)             27,577 

Engineering and development                 1,350             3,346             ---                 4,696 
Selling, general and administrative         6,860             4,421             ---                11,281 
Amortization of goodwill                    1,210             ---                  66 (B)           1,276  
                                       ----------        ----------        ----------          ----------
  Operating Income                         15,658            (5,188)             (146)             10,324 

Interest and other income                     835             ---               ---                   835
Interest and other expense                    (95)             (233)            ---                  (328)
                                       ----------        ----------        ----------          ----------
  Income Before Income Taxes               16,398            (5,421)             (146)             10,831 

Income taxes                                5,986             ---              (1,870)(C)           4,116 
                                       ----------        ----------        ----------          ----------
  Net Income                           $   10,412        $   (5,421)       $    1,724          $    6,715 
                                       ==========        ==========        ==========          ==========

Net Income Per Common Share:           $      .55                                              $      .34 (D)
                                       ==========                                              ==========
Weighted Average Shares Outstanding:       19,076                                                  19,501 (D)
                                       ==========                                              ==========
Notes to Pro forma Consolidated Statements of Operations for the Nine Months
Ended September 30, 1997

(A) Eliminate intercompany sales and related cost of sales.

(B)  Amortization of unallocated  excess purchase price over net assets acquired
over 15 years.

(C) Adjust tax  provision  for  the  benefit of the loss incurred by ATI and pro
forma adjustments.

(D) Represents fully diluted earnings  per  share,  including shares of  Company
 common stock issued to  the  shareholders of ATI.
World Access, Inc. and Subsidiaries
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 1996
(Unaudited)
Pro Forma           Pro Forma
                                      World Access          ATI           Adjustments           Combined
                                                        (In thousands except per share data)
                                       ----------        ----------        ----------          ----------
Sales of products                      $   34,411        $   15,713        $      (66)(A)      $   50,058 
Service revenues                           16,589             ---               ---                16,589 
                                       ----------        ----------        ----------          ----------
  Total Sales                              51,000            15,713               (66)             66,647 

Cost of products sold                      21,485            11,994               (35)(A)          33,444 
Cost of services                           14,520             ---               ---                14,520 
                                       ----------        ----------        ----------          ----------
  Total Cost of Sales                      36,005            11,994               (35)             47,964 
                                       ----------        ----------        ----------          ----------
  Gross Profit                             14,995             3,719               (31)             18,683 

Engineering and development                   892             4,785             ---                 5,677 
Selling, general and administrative         6,211             4,607             ---                10,818 
Amortization of goodwill                      534             ---                  88 (B)             622 
                                       ----------        ----------        ----------          ----------
  Operating Income                          7,358            (5,673)             (119)              1,566

Interest and other income                     485             ---               ---                   485
Interest and other expense                   (319)             (438)            ---                  (757)
                                       ----------        ----------        ----------          ----------
  Income Before Income Taxes                7,524            (6,111)             (199)              1,294

Income taxes                                  745                47              (642)(C)             150
                                       ----------        ----------        ----------          ----------
  Net Income                           $    6,779        $   (6,158)       $      523          $    1,444
                                       ==========        ==========        ==========          ==========

Net Income Per Common Share:           $      .46                                              $      .10 (D)
                                       ==========                                              ==========
Weighted Average Shares Outstanding:       14,424                                                  14,849 (D)
                                       ==========                                              ==========
Notes to Pro Forma Consolidated Statements of  Operations  for  the  Year  Ended
December 31, 1996

(A) Eliminate intercompany sales and related cost of sales.

(B)  Amortization of unallocated  excess purchase price over net assets acquired
over 15 years.

(C) Adjust tax provision for the benefit of the loss  incurred  by  ATI  and pro
forma adjustments.

(D) Represents fully diluted earnings per share,  including  shares  of  Company
common  stock  issued  to the shareholders of ATI.
(c)  Exhibits.  The  following  exhibits  are filed  herewith by direct
transmission via "edgar."

         2.1      Agreement and Plan of Merger by and among World Access,  Inc.,
                  Cellular  Infrastructure  Supply, Inc., Advanced TechCom, Inc.
                  and Ernest H. Lin dated as of December 24, 1997.

         10.1     Employment  Agreement  dated as of  January  29, 1998  by  and
                  among World Access, Inc., Cellular Infrastructure Supply, Inc.
                  and Ernest H. Lin.

         10.2     Escrow  Agreement  dated as of January  29,  1998 by and among
                  World Access,  Inc.,  Cellular  Infrastructure  Supply,  Inc.,
                  Ernest H. Lin,  individually and as  attorney-in-fact  for the
                  former ATI stockholders, and Cauthen & Feldman, P.A.

         10.3     Registration  Rights Agreement dated as of January 29, 1998 by
                  and among World Access,  Inc. and Ernest H. Lin,  individually
                  and as attorney-in-fact for the former ATI stockholders.

         10.4     Non-Competition  and   Non-Disclosure  Agreement  dated  as of
                  January  29, 1998 by and  among  World  Access, Inc., Cellular
                  Infrastructure Supply, Inc. and Ernest H. Lin.

         23.1     Consent of Deloitte & Touche LLP

         99.1     Press Release issued on January 30, 1998.
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 February 13, 1998
EXHIBIT 2.1

                          AGREEMENT AND PLAN OF MERGER

                                  by and among

                             WORLD ACCESS, INC. and
                      CELLULAR INFRASTRUCTURE SUPPLY, INC.

                                       and

                                  ERNEST H. LIN

                                       and

                             ADVANCED TECHCOM, INC.

                             As of December 24, 1997
iii

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1.        THE MERGER.................................................  1

     SECTION 1.1.           Surviving Corporation............................  1
     SECTION 1.2.           Certificate of Incorporation.....................  1
     SECTION 1.3.           Bylaws...........................................  1
     SECTION 1.4.           Directors........................................  2
     SECTION 1.5.           Officers.........................................  2
     SECTION 1.6.           Effective Time...................................  2

ARTICLE 2.        CONVERSION OF SHARES.......................................  2

     SECTION 2.1.           ATI Capital Stock................................  2
     SECTION 2.2.           Fractional Shares................................  3
     SECTION 2.3.           Exchange of ATI Stock............................  4

ARTICLE 3.        REPRESENTATIONS AND WARRANTIES OF ATI......................  5

     SECTION 3.1.           Organization.....................................  5
     SECTION 3.2.           Authorization....................................  5
     SECTION 3.3.           Absence of Restrictions and Conflicts............  6
     SECTION 3.4.           Capitalization; Ownership of ATI Capital Stock...  6
     SECTION 3.5.           Financial Statements.............................  7
     SECTION 3.6.           Absence of Certain Changes.......................  7
     SECTION 3.7.           Legal Proceedings................................  8
     SECTION 3.8.           Compliance with Law..............................  9
     SECTION 3.9.           ATI Material Contracts...........................  9
     SECTION 3.10.          ATI Customer Contract............................ 10
     SECTION 3.11.          Tax Returns; Taxes............................... 10
     SECTION 3.12.          Officers, Directors and Employees................ 11
     SECTION 3.13.          ATI Employee Benefit Plans....................... 11
     SECTION 3.14.          Labor Relations.................................. 15
     SECTION 3.15.          Insurance........................................ 15
     SECTION 3.16.          Title to Properties and Related Matters.......... 15
     SECTION 3.17.          Environmental Matters............................ 16
     SECTION 3.18.          Patents, Trademarks, Trade Names................. 16
     SECTION 3.19.          Transactions with Affiliates..................... 17
     SECTION 3.20.          Brokers, Finders and Investment Bankers.......... 17

ARTICLE 4.        REPRESENTATIONS AND WARRANTIES OF PARENT................... 17

     SECTION 4.1.           Organization..................................... 17
     SECTION 4.2.           Authorization.................................... 18
     SECTION 4.3.           Absence of Restrictions and Conflicts............ 18
     SECTION 4.4.           Capitalization of Parent and Ownership 
                              of Merger Sub.................................. 19
     SECTION 4.5.           Financial Statements............................. 19
     SECTION 4.6.           Absence of Certain Changes....................... 19
     SECTION 4.7.           Legal Proceedings................................ 20
     SECTION 4.8.           Compliance with Law.............................. 20
     SECTION 4.9.           Tax Returns; Taxes............................... 21
     SECTION 4.10.          Parent SEC Reports............................... 21
     SECTION 4.11.          Transactions with Affiliates..................... 21

ARTICLE 5.        CERTAIN COVENANTS AND AGREEMENTS........................... 22

     SECTION 5.1.           Conduct of Business by ATI....................... 22
     SECTION 5.2.           Inspection and Access to Information............. 24
     SECTION 5.3.           No Solicitation; Acquisition Proposals........... 24
     SECTION 5.4.           Reasonable Efforts; Further 
                              Assurances; Cooperation........................ 25
     SECTION 5.5.           Public Announcements............................. 26
     SECTION 5.6.           Supplements to Disclosure Letters................ 26
     SECTION 5.7.           Continuation of Business......................... 27
     SECTION 5.8.           Stockholder Matters.............................. 27
     SECTION 5.9.           Indemnification Against Certain Liabilities...... 27

ARTICLE 6.        OTHER MATTERS.............................................. 27

     SECTION 6.1.           Conditions to Each Party's Obligations........... 27
     SECTION 6.2.           Conditions to Obligations of Parent 
                              and Merger Sub................................. 27
     SECTION 6.3.           Conditions to Obligations of ATI................. 30

ARTICLE 7.        CLOSING.................................................... 32

ARTICLE 8.        TERMINATION................................................ 32

     SECTION 8.1.           Termination and Abandonment...................... 32
     SECTION 8.2.           Specific Performance and Other Remedies.......... 33
     SECTION 8.3.           Effect of Termination............................ 33

ARTICLE 9.        INDEMNIFICATION............................................ 34

     SECTION 9.1.           Definitions...................................... 34
     SECTION 9.2.           Agreement of ATI Indemnitors to Indemnify........ 35
     SECTION 9.3.           Agreement of Parent Indemnitors to Indemnify..... 35
     SECTION 9.4.           Procedures for Indemnification................... 36
     SECTION 9.5.           Third Party Claims............................... 37
     SECTION 9.6.           Rights and Remedies Exclusive.................... 38
     SECTION 9.7.           Survival......................................... 38
     SECTION 9.8.           Time Limitations................................. 39
     SECTION 9.9.           Limitations as to Amount Payable 
                              by ATI Indemnitors............................. 39
     SECTION 9.10.          Limitations as to Amount Payable by Parent 
                              and Surviving Corporation...................... 40
     SECTION 9.11.          Subrogation...................................... 40
     SECTION 9.12.          Appointment of ATI Indemnitors Representative.... 40
     SECTION 9.13.          Payment.......................................... 41

ARTICLE 10.            MISCELLANEOUS PROVISIONS.............................. 41

     SECTION 10.1.          Notices.......................................... 41
     SECTION 10.2.          Disclosure Letters and Exhibits.................. 42
     SECTION 10.3.          Assignment; Successors in Interest............... 42
     SECTION 10.4.          Number; Gender................................... 42
     SECTION 10.5.          Captions......................................... 42
     SECTION 10.6.          Controlling Law; Jurisdiction; 
                              Integration; Amendment......................... 43
     SECTION 10.7.          Knowledge........................................ 43
     SECTION 10.8.          Severability..................................... 43
     SECTION 10.9.          Counterparts..................................... 43
     SECTION 10.10.         Enforcement of Certain Rights.................... 43
     SECTION 10.11.         Waiver........................................... 43
     SECTION 10.12.         Fees and Expenses................................ 44

EXHIBITS

Exhibit 2.1(b)         Escrow Agreement
Exhibit 6.2(h)         Employment Agreement
Exhibit 6.2(i)         Non-Competition Agreement
Exhibit 6.2(o)         Registration Rights Agreement
Exhibit 6.2(m)         List of Certain Stockholders
AGREEMENT AND PLAN OF MERGER

         THIS  AGREEMENT AND PLAN OF MERGER,  dated as of December 24, 1997 (the
"Agreement"),   by  and  among  WORLD  ACCESS,   INC.,  a  Delaware  corporation
("Parent"),  CELLULAR  INFRASTRUCTURE SUPPLY, INC., a Delaware corporation and a
wholly owned  subsidiary of Parent ("Merger  Sub"),  ADVANCED  TECHCOM,  INC., a
Delaware  corporation  ("ATI"), and ERNEST H. LIN, an individual resident of the
Commonwealth of Massachusetts (the "Signing Stockholder").

                              W I T N E S S E T H:

         WHEREAS,  the respective Boards of Directors of Parent,  Merger Sub and
ATI each have approved this  Agreement and the merger (the "Merger") of ATI with
and into  Merger  Sub upon the  terms and  conditions  contained  herein  and in
accordance with the General  Corporation Law of the State of Delaware  ("DGCL");
and

         WHEREAS, the parties desire to make certain representations, warranties
and  agreements  in  connection  with the Merger  and also to set forth  certain
conditions thereto.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and  agreements  set forth herein,  the parties hereto hereby agree as
follows:

                                   ARTICLE 1.
                                   THE MERGER

     SECTION  1.1.Surviving  Corporation.  Subject  to the  provisions  of  this
Agreement and the DGCL,  at the Effective  Time (as  hereinafter  defined),  ATI
shall be merged with and into Merger Sub and the separate corporate existence of
ATI shall cease.  Merger Sub shall be the  surviving  corporation  in the Merger
(hereinafter  sometimes called the "Surviving  Corporation")  and shall continue
its  corporate  existence  under the laws of the State of  Delaware.  The Merger
shall have the effect set forth in Section 259 of the DGCL,  which,  among other
things,  shall result in the Surviving  Corporation  assuming the liabilities of
ATI by operation of merger.

     SECTION 1.2.Certificate of Incorporation.  The Certificate of Incorporation
of  Merger  Sub  shall be the  Certificate  of  Incorporation  of the  Surviving
Corporation  until  thereafter duly amended in accordance with its terms and the
DGCL.

     SECTION  1.3.  Bylaws.  The Bylaws of Merger Sub shall be the Bylaws of the
Surviving  Corporation  until  thereafter  duly amended in accordance with their
terms and the DGCL.

     SECTION 1.4.  Directors.  The directors of the Surviving  Corporation shall
consist of the directors of Merger Sub  immediately  prior to the Effective Time
and the  Signing  Stockholder  shall be elected as a director  of the  Surviving
Corporation at the Effective Time, and all such directors shall hold office from
the  Effective  Time until  their  respective  successors  are duly  elected and
qualified.

     SECTION 1.5.  Officers.  The officers of the  Surviving  Corporation  shall
consist of the officers of Merger Sub  immediately  prior to the Effective Time,
such  officers  to hold office from the  Effective  Time until their  respective
successors are duly elected and qualified.

     SECTION 1.6.  Effective  Time. The parties hereto shall cause a Certificate
of Merger meeting the requirements of the DGCL (the  "Certificate of Merger") to
be properly executed and filed on the Closing Date (as hereinafter defined) with
the  Secretary  of State of the  State of  Delaware.  The  Merger  shall  become
effective as of the date of the filing of the properly  executed  Certificate of
Merger.  The date and time when the Merger becomes  effective is herein referred
to as the effective time (the "Effective Time").

                                   ARTICLE 2.
                              CONVERSION OF SHARES

     SECTION 2.1. ATI Capital Stock.  As of the Effective Time, by virtue of the
Merger and without any action on the part of any holder thereof:

     (a)  Subject  to  Section  2.2,  (i)  all of the  shares  of the  Series  A
Convertible  Preferred  Stock,  $.10 par value per share,  of ATI ("ATI  Stock")
issued and  outstanding  immediately  prior to the  Effective  Time  (other than
shares of ATI Stock  held in  treasury  or shares of ATI Stock  held by  Parent)
shall be  converted  into the  right  to  receive  the  following  (the  "Merger
Consideration"):  (A) a number of shares of Parent common stock,  $.01 par value
per  share  (the  "Parent  Common  Stock"),  equal to (x)  $10,000,000  less the
expenses of the ATI Stockholders (as hereinafter defined) incurred in connection
with the Merger in excess of $50,000  divided by (y) the Average  Closing  Price
(as  hereinafter  defined)  (the "Parent  Shares"),  which Parent Shares will be
issued to the holders of ATI Stock (each a "Stockholder" and, collectively,  the
"Stockholders")  in the manner  contemplated by Section 2.3; and (B) a number of
shares of Parent Common Stock equal to $5,000,000 divided by the Average Closing
Price,  which shares of Parent Common Stock will be deposited and held in escrow
pursuant to Section  2.1(b)  below (the  "Escrow  Shares");  and (ii) all of the
shares of the Common  Stock,  $.10 par value per share,  of ATI (the "ATI Common
Stock") issued and  outstanding  immediately  prior to the Effective Time (other
than shares of ATI Common  Stock held in treasury or shares of ATI Common  Stock
held by Parent) shall be converted into the right to receive $.01 per share.  At
the Closing, each Stockholder shall be entitled to that portion of the aggregate
Merger   Consideration  as  it  relates  to  the  proportion  of  the  aggregate
liquidation preference of such Stockholder's ATI Stock relative to the aggregate
liquidation  preference  of the ATI Stock,  and each holder of ATI Common  Stock
(each  an  "ATI  Common   Stockholder"  and,   collectively,   the  "ATI  Common
Stockholders" and, together with the Stockholders, the "ATI Stockholders") shall
be entitled to a cash  payment  equal to the  aggregate  number of shares of ATI
Common  Stock held by him  multiplied  by $.01.  For purposes  hereof,  "Average
Closing Price" shall mean the arithmetic  average of the daily closing price per
share, rounded to four decimal places, of the Parent Common Stock as reported on
the Nasdaq National Market for each of the trading days in the period commencing
on (and  including)  October  27, 1997 and ending on the trading day that occurs
two trading days prior to (and not including)  the Closing Date (as  hereinafter
defined).

     (b) The  Escrow  Shares  shall be  deposited  with  the  Escrow  Agent  (as
hereinafter defined) within five (5) business days of the Closing to be held and
distributed  pursuant to the terms of an Escrow Agreement by and between Parent,
Merger Sub,  the  Stockholders  and Cauthen & Feldman,  as the escrow agent (the
"Escrow  Agent"),  substantially  in the form attached  hereto as Exhibit 2.1(b)
(the "Escrow Agreement").

     (c) Each share of common  stock,  par value  $.01 per share,  of Merger Sub
that is issued and  outstanding  immediately  prior to the Effective  Time shall
remain  outstanding and shall be unchanged after the Merger, all of which shares
have been issued to Parent and constitute the only outstanding shares of capital
stock of the Surviving Corporation.

     (d) Each share of the ATI Stock or ATI Common Stock issued and  outstanding
immediately prior to the Effective Time that is then held in the treasury of ATI
shall be canceled and retired and all rights in respect  thereof  shall cease to
exist, without any conversion thereof or payment of any consideration therefor.

     (e) Each warrant,  stock option or other right,  if any, to purchase shares
of ATI Stock or ATI Common Stock issued and outstanding immediately prior to the
Effective Time shall be canceled  (whether or not such warrant,  option or other
right is then  exercisable),  and the holder of each stock  option  issued under
ATI's 1995 Stock  Option Plan,  as amended,  shall be entitled to a cash payment
from the Parent in an amount equal to the product of (i) $1.00 less the exercise
price for the option held by such holder,  multiplied by (ii) the maximum number
of shares of ATI Common  Stock such Holder  would be  entitled  to receive  upon
exercise of such option if so exercised on December 31, 1997; provided, however,
that any  payment  to be made to the  Signing  Stockholder  as a result  of this
Section  2.1(e)  shall be made by Parent  by  delivering  cash in the  amount of
one-half of such  payment and shares of Parent  Common Stock having an aggregate
value (valued at the Average Closing Price) equal to one-half of such payment.

     SECTION 2.2.  Fractional  Shares.  No scrip or fractional  shares of Parent
Common Stock shall be issued in the Merger.  In lieu  thereof,  if a Stockholder
would otherwise have been entitled to a fractional  share of Parent Common Stock
hereunder,  then such Stockholder shall be entitled,  after the later of (a) the
Effective  Time or (b) the surrender of his  certificate(s)  that represent such
shares of ATI Stock,  to receive  from  Parent an amount in cash in lieu of such
fractional share, based on a value per share of Parent Common Stock equal to the
Average Closing Price.

     SECTION 2.3. Exchange of ATI Stock

     (a)  Exchange.  From and after  the  Effective  Time,  upon  exchange  of a
certificate  or  certificates   which  immediately   prior  thereto   represents
outstanding  shares of ATI Stock,  a  Stockholder  shall be entitled to receive,
upon surrender to Parent of such  certificate or  certificates  duly endorsed in
blank,  one or more  certificates  as  requested by such  Stockholder  (properly
issued, executed and countersigned,  as appropriate) representing that number of
whole shares of Parent Common Stock to which such Stockholder  shall have become
entitled  pursuant  to  the  provisions  of  Section  2.1(a)(i)(A)  and a  check
representing the aggregate cash  consideration  to which such Stockholder  shall
have  become  entitled  as to any  fractional  share,  and  upon  exchange  of a
certificate or certificates which immediately prior thereto represents shares of
ATI Common Stock, an ATI Common  Stockholder shall be entitled to receive,  upon
surrender to Parent of such certificate or certificates  duly endorsed in blank,
a check  representing the aggregate cash  consideration to which such ATI Common
Stockholder shall have become entitled pursuant to Section 2.1(a)(ii) above, and
all of the  certificate  or  certificates  so  surrendered  shall  forthwith  be
canceled.  No  interest  will be paid or  accrued on the cash  payable  upon the
surrender of any  certificate.  No portion of the  consideration  to be received
pursuant  to Sections  2.1 and 2.2 upon  exchange  of a  certificate  (whether a
certificate  representing shares of Parent Common Stock or by check representing
any cash  payable  hereunder)  may be issued or paid to a person  other than the
person  in whose  name the  certificate  surrendered  in  exchange  therefor  is
registered.  From the  Effective  Time until  surrender in  accordance  with the
provisions  of this  Section  2.3,  each  certificate  shall  represent  for all
purposes  only the right to receive the  consideration  provided in Sections 2.1
and 2.2. All payments in respect of shares of ATI Stock or ATI Common Stock that
are made in  accordance  with the terms hereof shall be deemed to have been made
in full satisfaction of all rights pertaining to such securities.

     (b)  Lost  Certificates.  In the  case  of any  lost,  mislaid,  stolen  or
destroyed  certificate,  the ATI  Stockholder  may be  required,  as a condition
precedent  to delivery to the  Stockholder  of the  consideration  described  in
Sections 2.1 and 2.2, to deliver to Parent a satisfactory indemnity agreement as
Parent may direct as indemnity against any claim that may be made against Parent
or the Surviving  Corporation  with respect to the  certificate  alleged to have
been lost, mislaid, stolen or destroyed.

     (c) No Transfers  After Effective  Time.  After the Effective  Time,  there
shall be no transfers on the stock transfer  books of the Surviving  Corporation
of the shares of ATI Stock or ATI Common Stock that were outstanding immediately
prior  to the  Effective  Time.  If,  after  the  Effective  Time,  certificates
representing  the ATI  Stock  or the  ATI  Common  Stock  are  presented  to the
Surviving Corporation for transfer, they shall be canceled and exchanged for the
consideration described in Sections 2.1 and 2.2.

     (d) Unclaimed Shares or Cash. Any shares of Parent Common Stock or cash due
former  stockholders of ATI pursuant to Sections 2.1 and 2.2 hereof that remains
unclaimed by such former  stockholders  for six months after the Effective  Time
shall be held by Parent,  and any former holder of ATI Stock or ATI Common Stock
who has not theretofore  complied with Section 2.3 (a) and (b) shall  thereafter
look only to Parent for issuance of the number of shares of Parent  Common Stock
and other consideration to which such holder has become entitled pursuant to the
provisions of Sections 2.1 and 2.2; provided,  however,  that neither Parent nor
any party  hereto  shall be liable to a former  holder of shares of ATI Stock or
ATI  Common  Stock  for any  amount  required  to be paid to a  public  official
pursuant to any applicable abandoned property, escheat or similar law.

                                   ARTICLE 3.
                      REPRESENTATIONS AND WARRANTIES OF ATI

         With such exceptions, if any, as may be set forth in a letter (the "ATI
Disclosure  Letter") to be delivered by ATI to Parent on or before  December 31,
1997, ATI hereby represents and warrants to Parent as follows:

     SECTION  3.1.  Organization.   Each  of  ATI  and  its  subsidiaries  is  a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation  and has all requisite  corporate power and
authority to own,  lease and operate its  respective  properties and to carry on
its business as now being  conducted.  Each of ATI and its  subsidiaries is duly
qualified  to  transact  business,  and  is  in  good  standing,  as  a  foreign
corporation or branch of a foreign  corporation in each  jurisdiction  where the
character  of its  activities  requires  such  qualification,  except  where the
failure to so qualify  would not have a material  adverse  effect on its assets,
liabilities,  results of operations,  financial condition or business of ATI and
its  subsidiaries  taken  as a  whole.  Each  of ATI and  its  subsidiaries  has
heretofore  made  available  to  Parent  accurate  and  complete  copies  of its
Certificate of Incorporation  and Bylaws,  as currently in effect,  and has made
available  to Parent its  respective  minute  books and stock  records.  The ATI
Disclosure Letter contains a true and correct list of the jurisdictions in which
ATI and its subsidiaries  are qualified to do business as a foreign  corporation
or branch of a foreign corporation.

     SECTION 3.2. Authorization.  ATI and the Signing Stockholder each have full
power and  authority to execute and deliver this  Agreement and to perform their
respective  obligations  hereunder  and to  consummate  the Merger and the other
transactions   contemplated   hereby.   Subject  to  the  approval  of  the  ATI
Stockholders,  the  execution  and  delivery  of this  Agreement  by ATI and the
performance  by ATI of its  obligations  hereunder and the  consummation  of the
Merger and the other transactions provided for herein have been duly and validly
authorized by all necessary corporate action on its part. The Board of Directors
of ATI has approved the  execution,  delivery and  performance of this Agreement
and the  consummation  of the  Merger  and the other  transactions  contemplated
hereby.  Subject to the receipt of the  approval of the ATI  Stockholders,  this
Agreement  has  been  duly  executed  and  delivered  by  ATI  and  the  Signing
Stockholder,  and  constitutes  the valid and binding  agreement  of ATI and the
Signing  Stockholder,  enforceable  against each of them in accordance  with its
terms,  subject to  applicable  bankruptcy,  insolvency  and other  similar laws
affecting the  enforceability of creditors' rights generally,  general equitable
principles and the discretion of courts in granting equitable remedies.

     SECTION 3.3. Absence of Restrictions and Conflicts. The execution, delivery
and performance of this Agreement,  the consummation of the Merger and the other
transactions   contemplated  by  this  Agreement  and  the  fulfillment  of  and
compliance  with the terms and conditions of this Agreement do not and will not,
with the  passing of time or the giving of notice or both,  violate or  conflict
with,  constitute  a  breach  of or  default  under,  result  in the loss of any
material benefit under, or permit the acceleration of any obligation  under, (i)
any term or provision of the  Certificate of  Incorporation  or Bylaws of ATI or
its  subsidiaries,  (ii) to the best knowledge of ATI, any ATI Material Contract
(as  hereinafter  defined),  (iii) to the best  knowledge of ATI, any  judgment,
decree or order of any court or  governmental  authority or agency to which ATI,
its  subsidiaries  or the Signing  Stockholder  is a party or by which ATI,  its
subsidiaries or such person or any of their  respective  properties is bound, or
(iv) to the  best  knowledge  of  ATI,  any  statute,  law,  regulation  or rule
applicable  to ATI, so as to have in the case of  subsections  (ii) through (iv)
above,  a  material  adverse  effect  on the  assets,  liabilities,  results  of
operations, financial condition, business of ATI and its subsidiaries taken as a
whole.  Except for the filing and recordation of the  Certificate of Merger,  no
consent,  approval,  order or authorization of, or registration,  declaration or
filing with, any governmental  agency or public or regulatory unit, agency, body
or authority with respect to ATI, its subsidiaries or the Signing Stockholder is
required in  connection  with the  execution,  delivery or  performance  of this
Agreement  by  ATI  or  such  person  or the  consummation  of the  transactions
contemplated  by this Agreement by ATI, the failure to obtain which would have a
material  adverse  effect upon the assets,  liabilities,  results of operations,
financial condition, business of ATI and its subsidiaries taken as a whole.

     SECTION 3.4. Capitalization; Ownership of ATI Capital Stock

     (a)  Capitalization.  The  authorized  capital stock of ATI consists of (i)
25,000,000 shares of ATI Common Stock, of which, as of the date hereof,  354,766
shares  are  issued and  outstanding  and  1,200,000  shares  are  reserved  for
issuance,  upon exercise of outstanding options to purchase such stock, and (ii)
20,000,000  shares of  preferred  stock,  par  value  $.10 per  share,  of which
15,000,000  shares have been  designated as the ATI Stock,  of which,  as of the
date  hereof,  11,243,219.03  shares are issued and  outstanding.  Each share of
capital  stock  of ATI  which  is  outstanding  as of the  date  hereof  is duly
authorized,  validly issued, fully paid and nonassessable and free of preemptive
rights.  Except as  indicated  in  Section  3.4(a) or except as set forth in the
Disclosure Letter, there are no shares of capital stock of ATI outstanding,  and
there are no subscriptions,  options,  convertible  securities,  calls,  rights,
warrants or other  agreements,  claims or commitments  of any nature  whatsoever
obligating ATI or any of its subsidiaries to issue,  transfer,  deliver or sell,
or cause to be issued, transferred,  delivered or sold, additional shares of the
capital  stock  or  other  securities  of  ATI or  obligating  ATI or any of its
subsidiaries to grant, extend or enter into any such agreement or commitment.

     (b) Ownership. The ATI Stockholders are the record and beneficial owners of
all shares of ATI Stock or ATI Common Stock to be exchanged  pursuant to Section
2.3 and their  relative share  ownership is set forth in the Disclosure  Letter,
and,  at the  Closing,  the ATI  Stockholders  will own all such shares free and
clear of any liens, claims, options, charges, encumbrances or rights of others.

     (c) Capital Stock of ATI Subsidiaries. The ATI Disclosure Letter sets forth
a true,  correct and complete list of all its subsidiaries,  the jurisdiction in
which each is  incorporated  or  organized,  and all shares of capital  stock or
other  ownership  interests  authorized,  issued  and  outstanding  of each such
subsidiary. The outstanding shares of capital stock or other equity interests of
each such subsidiary  have been duly  authorized and are validly  issued,  fully
paid and nonassessable. All shares of capital stock or other equity interests of
each such subsidiary  owned by ATI or any of its  subsidiaries  are set forth in
the ATI Disclosure  Letter and are owned by ATI,  either directly or indirectly,
free and clear of all liens, claims, options, charges, encumbrances or rights of
others.

     SECTION 3.5.  Financial  Statements.  ATI has made  available to Parent the
audited  consolidated  balance sheets of ATI and its subsidiaries as of December
31, 1994, 1995 and 1996, and the related statements of operations, stockholders'
equity and cash  flows for the fiscal  years  then  ended,  including  the notes
thereto,   and  the  unaudited   consolidated  balance  sheet  of  ATI  and  its
subsidiaries  as of November 30, 1997 and the related  statement of  operations,
stockholders'  equity  and cash flow for the  eleven-month  period  then  ended,
including the notes  thereto.  All of the  foregoing  financial  statements  are
hereinafter collectively referred to as the "ATI Financial Statements",  and the
balance  sheet as of November 30, 1997 is  hereinafter  referred to as the "1997
Balance Sheet". The ATI Financial Statements are complete and correct, have been
prepared  from,  and are in  accordance  with,  the books and records of ATI and
present  fairly the financial  position and results of operations of ATI and its
subsidiaries  as of the dates  and for the  periods  indicated,  in each case in
conformity with generally accepted accounting principles,  consistently applied.
As of the Closing Date,  ATI shall have no liability or obligation of any nature
whatsoever,  whether accrued, absolute,  contingent or otherwise, other than (x)
current   liabilities  and  obligations  which  are  recurring  in  nature,  (y)
liabilities  and obligations  reflected and adequately  provided for on the 1997
Balance Sheet and (z) liabilities and obligations arising in the ordinary course
of business of ATI and its subsidiaries,  or in connection with the transactions
contemplated  hereby,  since  the  date  of the  1997  Balance  Sheet.  The  ATI
Disclosure Letter sets forth a true and complete list of all loss  contingencies
(within the meaning of Statement of Financial Accounting Standards No. 5) of ATI
exceeding  $30,000 in the case of any single loss contingency or $100,000 in the
case of all loss contingencies.

     SECTION 3.6. Absence of Certain Changes

     (a)  Certain  Financial  Matters;Property;Dividends.  Since the date of the
1997 Balance  Sheet,  there has not been (i) any material  adverse change in the
assets, liabilities,  results of operations,  financial condition or business of
ATI and its subsidiaries taken as a whole, (ii) any damage, destruction, loss or
casualty  to  property  or assets  of ATI or its  subsidiaries,  whether  or not
covered by insurance, which property or assets are material to its operations or
business,  (iii) any  declaration,  setting  aside or payment of any dividend or
distribution  (whether  in cash,  stock or  property)  in respect of the capital
stock  of ATI,  or any  redemption  or  other  acquisition  by ATI of any of the
capital stock of ATI or any split,  combination or reclassification of shares of
capital  stock  declared or made by ATI, or (iv) any  agreement to do any of the
foregoing.

     (b) Other Changes. Since the date of the 1997 Balance Sheet, there have not
been (i) any  material  losses  suffered  other than in the  ordinary  course of
business,  (ii) any material  assets  mortgaged,  pledged or made subject to any
lien, charge or other  encumbrance,  (iii) any material  liability or obligation
(absolute, accrued or contingent) incurred or any material bad debt, contingency
or other reserve increase  suffered,  except, in each such case, in the ordinary
course of business and consistent with past practice,  (iv) any material claims,
liabilities or obligations (absolute, accrued or contingent) paid, discharged or
satisfied,  other than the payment,  discharge or satisfaction,  in the ordinary
course of business and consistent with past practice, of claims, liabilities and
obligations  reflected or reserved  against in the ATI  Financial  Statements or
incurred in the ordinary  course of business and  consistent  with past practice
since the date of the ATI  Financial  Statements,  (v) any material  guarantees,
checks,  notes or  accounts  receivable  written  off as  uncollectible,  except
write-offs in the ordinary course of business and consistent with past practice,
(vi) any write down of the value of any asset or  investment  on ATI's  books or
records,  except for depreciation and amortization  taken in the ordinary course
of business and consistent  with past practice,  (vii) any  cancellation  of any
material debts or waiver of any material claims or rights of substantial  value,
or sale,  transfer or other  disposition  of any material  properties  or assets
(real,  personal or mixed, tangible or intangible) of substantial value, except,
in each such case,  in  transactions  in the  ordinary  course of  business  and
consistent  with past  practice and which in any event do not exceed  $10,000 in
the aggregate,  (viii) any single capital expenditure or commitment in excess of
$10,000  for   additions  to  property  or  equipment,   or  aggregate   capital
expenditures  and  commitments in excess of $20,000 for additions to property or
equipment,  (ix)  any  material  transactions  entered  into  other  than in the
ordinary course of business,  (x) any agreements to do any of the foregoing,  or
(xi) any other events, developments or conditions of any character that have had
or are  reasonably  likely to have a  material  adverse  effect  on the  assets,
liabilities,  results of operations,  financial condition or business of ATI and
its subsidiaries taken as a whole.

     SECTION  3.7.  Legal  Proceedings.  There  are no suits,  actions,  claims,
proceedings  or  investigations  pending  or,  to the  best  knowledge  of  ATI,
threatened against,  relating to or involving ATI or any of its subsidiaries (or
any of their respective  officers or directors) before any court,  arbitrator or
administrative or governmental body, which, if finally determined adversely, are
reasonably likely,  individually or in the aggregate, to have a material adverse
effect on the assets, liabilities,  results of operations,  financial condition,
business of ATI and its subsidiaries taken as a whole. All pending or threatened
suits, actions,  claims,  proceedings or investigations relating to or involving
ATI  or any of  its  subsidiaries  (or  any  of  their  respective  officers  or
directors)  before any court,  arbitrator or administrative or governmental body
are  adequately  provided  for in the  1997  Balance  Sheet in  accordance  with
generally  accepted   accounting   principles.   Neither  ATI  nor  any  of  its
subsidiaries is subject to any judgment,  decree,  injunction,  rule or order of
any  court  nor  is  either  ATI  or any  of  its  subsidiaries  subject  to any
governmental  restriction  applicable to it, which is  reasonably  likely (a) to
have  a  material  adverse  effect  on  the  assets,  liabilities,   results  of
operations, financial condition or business of ATI and its subsidiaries taken as
a whole,  or (b) to cause a  material  limitation  on the  ability  of Parent to
operate the business of ATI after the Closing.

     SECTION 3.8.  Compliance with Law. Each of ATI and its subsidiaries has all
material  authorizations,  approvals,  licenses  and  orders  of  and  from  all
governmental  and  regulatory  officers  and  bodies  necessary  to carry on its
business  as it is  currently  being  conducted,  to own or hold under lease the
properties  and assets it owns or holds  under  lease and to perform  all of its
obligations under the agreements to which it is a party, and each of ATI and its
subsidiaries has been and is in compliance with all applicable laws, regulations
and  administrative  orders  of any  country,  state or  municipality  or of any
subdivision  thereof to which its business or its employment of labor or its use
or occupancy  of  properties  or any part  thereof are  subject,  the failure to
obtain or the violation of which would have a material  adverse  effect upon its
assets, liabilities,  results of operations,  financial condition or business of
ATI and its subsidiaries taken as a whole.

     SECTION 3.9. ATI Material  Contracts.  The ATI Disclosure Letter contains a
correct and complete list of the following  (hereinafter referred to as the "ATI
Material Contracts"):

     (a) all bonds,  debentures,  notes, mortgages,  indentures or guarantees to
which  ATI  or any  of  its  subsidiaries  is a  party  or by  which  any of its
properties or assets (real, personal or mixed, tangible or intangible) is bound;

     (b) all material leases to which ATI or any of its  subsidiaries is a party
or by which any of their  respective  properties  or assets  (real,  personal or
mixed, tangible or intangible) is bound;

     (c) all  loans and  credit  commitments  to ATI or any of its  subsidiaries
which are outstanding, together with a brief description of such commitments and
the name of each financial institution granting the same;

     (d) all contracts or  agreements  which limit or restrict ATI or any of its
subsidiaries  from  engaging  in any  business in any  jurisdiction  or limit or
restrict  others  from  competing  with  ATI or any of its  subsidiaries  in any
jurisdiction;

     (e) all agreements and documentation evidencing currently outstanding loans
or  advances  made  by ATI or any of its  subsidiaries  to or on  behalf  of its
customers; and

     (f) all existing  contracts and commitments  (other than those described in
subparagraphs  (a),  (b),  (c), (d) or (e) of this Section 3.9, the ATI Customer
Contracts (as hereinafter  defined)),  and the ATI Benefit Plans (as hereinafter
defined)  to which ATI or any of its  subsidiaries  is a party or by which their
respective  properties or assets may be bound involving an annual  commitment or
annual payment by any party thereto of more than $25,000 individually,  or which
have a fixed term  extending  more than  twelve (12) months from the date hereof
and which  involve a total  commitment  or payment by any party  thereto of more
than $50,000.

              To the best knowledge of ATI, true and complete  copies of all ATI
Material Contracts,  including all amendments thereto,  have been made available
to Parent.  The ATI Material  Contracts are valid and  enforceable in accordance
with their  respective  terms with respect to ATI and valid and  enforceable  in
accordance with their  respective terms with respect to any other party thereto,
in each case to the extent  material to the business and  operations of ATI, and
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforceability of creditors' rights generally,  general equitable principles
and the discretion of courts in granting equitable  remedies.  Except for events
or occurrences,  the  consequences  of which,  individually or in the aggregate,
would not have a material adverse effect on the assets, liabilities,  results of
operations, financial condition or business of ATI and its subsidiaries taken as
a whole,  there is not  under any of the ATI  Material  Contracts  any  existing
breach, default or event of default by ATI or event that with notice or lapse of
time or both would constitute a breach,  default or event of default by ATI, nor
does ATI know of,  and ATI has not  received  notice  of,  or made a claim  with
respect to, any breach or default by any other party thereto.

     SECTION 3.10. ATI Customer Contract. The ATI Disclosure Letter sets forth a
true and complete list of all  agreements or contracts  pursuant to which ATI or
any of its subsidiaries provides goods or services to their respective customers
(the "ATI Customer Contracts"). Neither ATI nor any of its subsidiaries provides
goods or  services  to their  respective  customers  pursuant  to verbal or oral
agreements  or  contracts.  The ATI  Disclosure  Letter  sets  forth a true  and
complete  list of all customers of ATI which the  management  of ATI  reasonably
believes in good faith may terminate  their  contracts  with ATI or may assert a
claim for damages against ATI as a result of a default by ATI of its obligations
under such  contract or for any other reason,  other than customer  terminations
arising in the ordinary  course of business  consistent  with past practices and
which do not in any event in the aggregate involve annual revenues of $50,000 or
more. The execution,  delivery and  performance of this Agreement by ATI and the
Signing Stockholder and the consummation of the transactions contemplated hereby
by ATI and the Signing  Stockholder will not, with the passing of time or giving
of notice or both,  violate or conflict  with or  constitute a default  under or
give rise to a  termination  right under any ATI Customer  Contract  except such
violations,  conflicts  and  defaults  which in the  aggregate  would not have a
material  adverse  effect on the  assets,  liabilities,  results of  operations,
financial condition or business of ATI and its subsidiaries taken as a whole.

     SECTION 3.11. Tax Returns; Taxes. Each of ATI and its subsidiaries has duly
filed all federal,  state, local and foreign tax returns required to be filed by
it and has duly paid or made  adequate  provision  for the  payment of all taxes
which are due and payable pursuant to such returns or pursuant to any assessment
with respect to taxes in such  jurisdictions,  whether or not in connection with
such returns,  except for incidental interest and penalties which may be due and
payable, but which are not material in amount. The liability for taxes reflected
in the 1997 Balance  Sheet is  sufficient  for the payment of all unpaid  taxes,
whether or not  disputed,  that are accrued or  applicable  for the period ended
November  30,  1997,  and for all years and  periods  ended prior  thereto.  All
deficiencies  asserted as a result of any  examinations by the Internal  Revenue
Service ("IRS") or any other taxing  authority have been paid,  fully settled or
adequately  provided for in the 1997 Balance Sheet.  There are no pending claims
asserted for taxes of ATI or any of its  subsidiaries or outstanding  agreements
or waivers  extending the statutory  period of limitation  applicable to any tax
return of ATI or any of its  subsidiaries  for any  period.  Each of ATI and its
subsidiaries  has made all estimated  income tax deposits and all other required
tax payments or deposits and has complied for all prior  periods in all material
respects with the tax withholding  provisions of all applicable federal,  state,
local,  foreign and other laws. ATI has made available to Parent true,  complete
and correct copies of federal income tax returns of ATI and its subsidiaries for
the last three (3)  taxable  years and made  available  such  other tax  returns
requested by Parent.

     SECTION 3.12. Officers, Directors, and Employees. The ATI Disclosure Letter
contains a true and complete  list of all of the  officers and  directors of ATI
and  each of its  subsidiaries,  specifying  their  office  and  annual  rate of
compensation,  and a true and complete list of all of the employees of ATI as of
the date hereof with whom ATI has a written employment  agreement or to whom ATI
has made  verbal or oral  commitments  which are  binding  on ATI or who have an
annual rate of compensation in excess of $50,000.

     SECTION 3.13. ATI Employee Benefit Plans

     (a)  Definition of Benefit  Plans.  For purposes of this Section 3.13,  the
term "ATI Benefit  Plan" means any plan,  program,  arrangement,  fund,  policy,
practice or  contract  which,  through  which or under which ATI or an ATI ERISA
Affiliate (as hereinafter  defined)  provides  benefits or compensation to or on
behalf of employees or former  employees  of ATI or an ATI ERISA  Affiliate  (as
hereinafter  defined),  whether  formal or  informal,  whether  or not  written,
including but not limited to the following:

     (1)  Arrangements  -- any  bonus,  incentive  compensation,  stock  option,
deferred  compensation,  commission,  severance pay,  golden  parachute or other
compensation plan or rabbi trust;

     (2) ERISA Plans -- any "employee  benefit plan" (as defined in Section 3(3)
of the Employee  Retirement Income Security Act of 1974, as amended  ("ERISA")),
including,  but not limited to, any  multi-employer  plan (as defined in Section
3(37) and Section  4001(a)(3) of ERISA),  defined  benefit plan,  profit sharing
plan,  money purchase pension plan,  401(k) plan,  savings or thrift plan, stock
bonus  plan,  employee  stock  ownership  plan,  or  any  plan,  fund,  program,
arrangement  or  practice  providing  for  medical  (including   post-retirement
medical),  hospitalization,  accident,  sickness,  disability, or life insurance
benefits; and

     (3)  Other  Employee  Fringe  Benefits  -- any  stock  purchase,  vacation,
scholarship,  day care,  prepaid  legal  services,  dependent  care,  telephone,
automobile,   dependent   travel  or  other  fringe  benefit  plans,   programs,
arrangements, contracts or practices.

     (b) ATI ERISA  Affiliate.  For purposes of this Section 3.13, the term "ATI
ERISA  Affiliate"  means each trade or business  (whether  or not  incorporated)
which together with ATI is treated as a single  employer  under Section  414(b),
(c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code").

     (c)  Identification  of  Benefit  Plans.  Except  as  described  in the ATI
Disclosure Letter, ATI does not maintain,  nor has it at any time established or
maintained,  nor has it at any time been  obligated to make, or otherwise  made,
contributions to or under or otherwise participated in any ATI Benefit Plan.

     (d) MEPPA  Liability/Post-Retirement  Medical Benefits. Except as described
in the ATI Disclosure Letter, neither ATI nor any ATI ERISA Affiliate maintains,
nor  has at any  time  established  or  maintained,  nor  has at any  time  been
obligated to make, or made,  contributions to or under any multi-employer  plan.
Except as described in the ATI Disclosure Letter, ATI does not maintain, nor has
it at any time established or maintained,  nor has it at any time been obligated
to  make,  or  made,  contributions  to or under  (i) any  plan  which  provides
post-retirement  medical or health  benefits  with  respect to employees of ATI;
(ii) any organization described in Sections 501(c)(9) or 501(c)(20) of the Code;
(iii) any defined benefit pension plan or money purchase pension plan subject to
Title IV of ERISA; or (iv) any plan which provides retirement benefits in excess
of the limitations in Sections 401(a)(17),  401(k), 401(m), 402(g) or 415 of the
Code.  There is no lien  upon any  property  of ATI or any ATI  ERISA  Affiliate
outstanding  pursuant to Section  412(n) of the Code in favor of any ATI Benefit
Plan. No assets of ATI or any ATI ERISA Affiliate have been provided as security
for any ATI Benefit Plan pursuant to Section 401(a)(29) of the Code.

     (e)  Documentation.  ATI has made  available  to Parent a true and complete
copy of the following documents, if applicable, with respect to each ATI Benefit
Plan identified in the ATI Disclosure Letter:  (i) all documents,  including any
insurance  contracts  and trust  agreements,  setting forth the terms of the ATI
Benefit Plan, or if there are no such documents evidencing the ATI Benefit Plan,
a full  description  of the ATI  Benefit  Plan;  (ii)  the  ERISA  summary  plan
description and any other summary of plan provisions provided to participants or
beneficiaries for each such ATI Benefit Plan; (iii) the annual reports filed for
the most recent  three (3) plan years and most recent  financial  statements  or
periodic  accounting  of related  plan assets  with  respect to each ATI Benefit
Plan; (iv) the most recent  favorable  determination  letter,  opinion or ruling
from the IRS for each ATI Benefit  Plan,  the assets of which are held in trust,
to the effect that such trust is exempt from  federal  income tax;  and (v) each
opinion or ruling from the Department of Labor or the Pension  Benefit  Guaranty
Corporation ("PBGC") with respect to such ATI Benefit Plans.

     (f) Qualified  Status.  Except as described in the ATI  Disclosure  Letter,
each ATI Benefit Plan that is funded  through a trust or insurance  contract has
at all times satisfied in all respects,  by its terms and in its operation,  all
applicable  requirements  for an exemption  from federal  income  taxation under
Section 501(a) of the Code. Neither ATI nor any ATI ERISA Affiliate maintains an
ATI Benefit  Plan which  meets the  requirements  of Section  401(a) of the Code
(each a "401 Plan").  Any  determination  letter issued by the IRS to the effect
that any such 401 Plan  qualifies  under Section 401(a) of the Code and that the
related trust is exempt from taxation  under Section  501(a) of the Code remains
in  effect  and has not been  revoked.  Each such 401  Plan,  if any,  currently
complies in form with the  requirements  under Section 401(a) of the Code, other
than changes required by statutes,  regulations and rulings for which amendments
are not yet  required.  Each  such  401  Plan,  if any,  has  been  administered
according to its terms (except for those terms which are  inconsistent  with the
changes  required by statutes,  regulations and ruling for which changes are not
yet required to be made,  in which case any such 401 Plan has been  administered
in accordance  with the provisions of those  statutes,  regulations and rulings)
and in accordance with the requirements of Section 401(a) of the Code. Each such
401 Plan,  if any, has been tested for  compliance  with,  and has satisfied the
requirements of, Section  401(k)(3) and 401(m)(2) of the Code for each plan year
ending prior to the Effective Date.

     (g) Compliance.  Except as described in the ATI Disclosure Letter, each ATI
Benefit Plan  maintained by ATI or an ATI ERISA  Affiliate has at all times been
maintained,  by its terms and in operation,  in accordance  with all  applicable
laws in all material respects, including (to the extent applicable) Code Section
4980B.  There has been no  failure  to  comply  with  applicable  ERISA or other
requirements  concerning  the filing of reports,  documents and notices with the
Secretary of Labor and Secretary of Treasury or the furnishing of such documents
to participants or  beneficiaries  that could subject any ATI Benefit Plan, ATI,
any ATI ERISA  Affiliate,  Parent or any of its affiliates to any material civil
or any criminal sanction.

     (h) Legal Actions.  There are no actions,  audits, suits or claims known to
the Signing  Stockholder which are pending or threatened against any ATI Benefit
Plan,  any fiduciary of any of ATI Benefit Plans with respect to the ATI Benefit
Plans or against the assets of any of the ATI Benefit  Plans,  except claims for
benefits made in the ordinary course of the operation of such plans.

     (i)  Funding.  ATI and each ATI ERISA  Affiliate  has made full and  timely
payment of all amounts  required to be  contributed  under the terms of each ATI
Benefit Plan and  applicable  law or required to be paid as expenses  under such
ATI  Benefit  Plan,  and no  excise  taxes  are  assessable  as a result  of any
nondeductible or other contributions made or not made to an ATI Benefit Plan. No
event or condition  exists with respect to any ATI Benefit Plan subject to Title
IV of ERISA which could be deemed a  "Reportable  Event" (as defined in Title IV
of ERISA) with respect to which the thirty (30) day notice  requirement  has not
been waived which could result in a material  liability to ATI, and no condition
exists which would  subject ATI to a material  fine under Section 4071 of ERISA.
The assets of all ATI Benefit Plans which are required under  applicable laws to
be held in trust  are in fact  held in  trust,  and the  assets of each such ATI
Benefit Plan equal or exceed the  liabilities of each such plan. The liabilities
of each  other  plan are  properly  and  accurately  reported  on the  financial
statements  and records of ATI. The assets of each ATI Benefit Plan are reported
at their fair market value on the books and records of each plan.

     (j) Liabilities.  Neither ATI nor any ATI ERISA Affiliate is subject to any
material  liability,  tax or penalty  whatsoever  to any person  whomsoever as a
result  of  ATI's  or  any  ATI  ERISA  Affiliate's  engaging  in  a  prohibited
transaction under ERISA or the Code, and the Stockholder has no knowledge of any
circumstances which reasonably might result in any such material liability,  tax
or  penalty  as a  result  of a  breach  of  fiduciary  duty  under  ERISA.  The
termination of or withdrawal  from any ATI Benefit Plan  maintained by ATI or an
ATI  ERISA  Affiliate  which is  subject  to Title IV of ERISA or any  other ATI
Benefit Plan immediately  after the Effective Time will not subject Parent,  the
Surviving  Corporation,  Merger Sub or any ATI ERISA Affiliate to any additional
contribution  requirement or to any other liability,  tax or penalty  whatsoever
(excluding any liability,  tax or penalty  attributable  solely to the fact that
such  termination  or withdrawal  would violate the  permanency  requirement  of
Section 401 (a) of the Code or an excise tax under Code Section  4980).  Neither
the execution  nor the  performance  of the  transactions  contemplated  by this
Agreement  will create,  accelerate  or increase any  obligations  under any ATI
Benefit Plan.  Neither ATI nor any ATI ERISA Affiliate has any obligation to any
retired or former employee,  or any current employee upon retirement,  under any
ATI Benefit Plan.

     (k)  Amendment/New  Plans. From the date of this Agreement to the Effective
Time, no amendment shall be made to any ATI Benefit Plan, no commitment shall be
made to amend any ATI Benefit Plan and no  commitment  shall be made to continue
any ATI Benefit Plan or to adopt any new ATI Benefit Plan for the benefit of any
employees of ATI or any ATI ERISA  Affiliate  absent the express written consent
of Parent.

     (l)  Excess  Parachute  Payments.  No  payment  required  to be made to any
employee associated with ATI as a result of the transactions contemplated hereby
under any contract or otherwise will, if made,  constitute an "excess  parachute
payment"  within the  meaning of  Section  280G of the Code or be  nondeductible
under Section 162(m) of the Code.

     (m) No Acceleration of Liability Under Benefit Plans.  The  consummation of
the  transactions  contemplated  hereby  will not  accelerate  or  increase  any
liability  under any ATI Benefit Plan because of an  acceleration or increase of
any of the  rights  or  benefits  to  which  employees  of ATI or any ATI  ERISA
Affiliate may be entitled thereunder.

     (n) Statutory  Benefits.  Except as described in the ATI Disclosure Letter,
ATI has, on a timely basis,  made all payments,  withholdings and filings of any
kind  required of it by, and has  otherwise  complied in all  material  respects
with, any applicable law, regulation or administrative order concerning pension,
health,  welfare,  unemployment,   workers'  compensation  or  similar  benefits
administered by any governmental, regulatory or public body.

     SECTION 3.14.  Labor  Relations.  To the best knowledge of ATI, each of ATI
and its subsidiaries is in compliance in all material respects with all federal,
state and foreign laws respecting employment and employment practices, terms and
conditions  of  employment,  wages and hours,  and is not  engaged in any unfair
labor or unlawful employment practice.  There is no unlawful employment practice
discrimination   charge  involving  ATI  pending  before  the  Equal  Employment
Opportunity Commission ("EEOC"),  EEOC-recognized state "referral agency" or any
other governmental agency. There is no unfair labor practice charge or complaint
against  ATI or any  of its  subsidiaries  pending  before  the  National  Labor
Relations  Board  ("NLRB").  There  is no labor  strike,  dispute,  slowdown  or
stoppage actually pending or, to the best knowledge of ATI,  threatened  against
or  involving  or  affecting  ATI  or  any of  its  subsidiaries,  and  no  NLRB
representation  question exists respecting any of its employees. No grievance or
arbitration  proceeding  is pending  against ATI and no written  claim  therefor
exists.  There is no collective  bargaining  agreement that is binding on ATI or
any of its subsidiaries.

     SECTION 3.15.  Insurance.  ATI has heretofore provided to Parent a true and
complete list of its current  insurance  coverages for ATI and its subsidiaries,
including names of carriers,  amounts of coverage and premiums therefor. Each of
ATI and its  subsidiaries has been and is insured with respect to its properties
and the conduct of its  business in such  amounts and against  such risks as are
reasonable  in relation to its business and will use its  reasonable  efforts to
maintain  such  insurance  at least  through the  Effective  Time.  ATI has made
available to Parent true and complete copies of all insurance  policies covering
ATI and its subsidiaries, its properties, assets, employees and/or operations.

     SECTION 3.16. Title to Properties and Related Matters.  Each of ATI and its
subsidiaries  has good and valid title to or valid  leasehold  interests  in its
properties  reflected  in the 1997  Balance  Sheet or  acquired  after  the date
thereof  (other than  properties  sold or otherwise  disposed of in the ordinary
course of business),  and all of such  properties are held free and clear of all
title defects, liens, encumbrances and restrictions, except, with respect to all
such properties,  (a) mortgages and liens securing debt reflected as liabilities
on the 1997 Balance Sheet and (b)(i) liens for current taxes and assessments not
in default, (ii) mechanics', carriers', workmen's,  materialmen's,  repairmen's,
statutory or common law liens either not  delinquent or being  contested in good
faith,  and  (iii)  encumbrances,  covenants,  rights  of way,  building  or use
restrictions,  easements, exceptions,  variances, reservations and other similar
matters or limitations,  if any, which do not have a material  adverse effect on
ATI's use of the property affected.  Notwithstanding  the immediately  preceding
sentence,  ATI makes no  representation  or  warranty  in this  Section  3.16 or
otherwise  regarding  the validity of title to any such  properties in which ATI
has only a leasehold interest.

     SECTION  3.17.   Environmental   Matters.   Neither  ATI  nor  any  of  its
subsidiaries  owns, nor has at any time owned,  any real  property.  To the best
knowledge of ATI, there has been no material  release of a hazardous  substance,
as  that  term  is  defined  in  the   Comprehensive   Environmental   Response,
Compensation and Liability Act of 1980, 42 U.S.C. ss. 9601(14), or any petroleum
product by ATI or any of its  subsidiaries  into the environment at any property
ever owned,  leased or used by ATI or any of its subsidiaries  (the "Premises"),
including,  without  limitation,  any such  release  in the soil or  groundwater
underlying  the Premises  and, to the best  knowledge of ATI,  there has been no
such release by any other party at any of the Premises. To the best knowledge of
ATI,  neither ATI nor any of its  subsidiaries  has  disposed  of any  hazardous
substances (as defined  below).  ATI has not received notice of any violation of
any Environmental Law (as defined below) nor has it been advised of any claim or
liability  pursuant to any  Environmental Law brought by any domestic or foreign
governmental agency or private party. There are no Environmental Liabilities (as
defined below) of ATI that, individually or in the aggregate,  have had or would
reasonably  be  expected  to  have a  material  adverse  effect  on the  assets,
liabilities,  results of operations,  financial condition or business of ATI and
its  subsidiaries  taken as a whole. As used in this  Agreement,  "Environmental
Laws"  means any and all  federal,  state,  local and  foreign  statutes,  laws,
judicial decisions, regulations,  ordinances, rules, judgments, orders, decrees,
codes, plans, injunctions,  permits, concessions,  grants, franchises, licenses,
agreements and  governmental  restrictions,  whether now or hereafter in effect,
relating  to human  health,  the  environment  or to  emissions,  discharges  or
releases of pollutants,  contaminants,  Hazardous  Substances or wastes into the
environment,  including without  limitation  ambient air, surface water,  ground
water  or  land,  or  otherwise   relating  to  the   manufacture,   processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants,  contaminants,  Hazardous  Substances  or wastes or the  clean-up or
other  remediation  thereof.  "Environmental  Liabilities"  with  respect to any
person means any and all liabilities of or relating to such person or any of its
subsidiaries  (including any entity which is, in whole or in part, a predecessor
of  such  Person  or any of  its  subsidiaries),  whether  vested  or  unvested,
contingent  or fixed,  actual or  potential,  known or unknown,  which (i) arise
under or relate to matters  covered  by  Environmental  Laws and (ii)  relate to
actions  occurring  or  conditions  existing  on or prior to the  Closing  Date.
"Hazardous  Substances"  means any  toxic,  radioactive,  caustic  or  otherwise
hazardous substance, including petroleum, its derivatives, by-products and other
hydrocarbons, or any substance having any constituent elements displaying any of
the foregoing  characteristics,  including,  without  limitation,  any substance
regulated under Environmental Laws.

     SECTION 3.18. Patents,  Trademarks,  trade Names. The ATI Disclosure Letter
sets forth a true and complete list of: (a) all material patents, trademarks and
trade names (including all federal,  state and foreign registrations  pertaining
thereto) and all  material  copyright  registrations  owned by ATI or any of its
subsidiaries  (collectively,  the "Proprietary Intellectual Property");  and (b)
all  patents,  trademarks,  trade  names,  copyrights  and  all  technology  and
processes used by ATI in its business which are material to its business and are
used   pursuant  to  a  license  or  other  right   granted  by  a  third  party
(collectively,  the  "Licensed  Intellectual  Property"  and,  together with the
Proprietary   Intellectual   Property,   herein  referred  to  as  "Intellectual
Property").  A true and  complete  list of all such  licenses  with  respect  to
Licensed  Intellectual  Property is set forth in the ATI Disclosure Letter. Each
of the federal,  state and foreign  registrations  pertaining to the Proprietary
Intellectual  Property  is valid and in full  force  and  effect.  All  required
filings in association with such  registrations  have been properly made and all
required  fees have been paid.  ATI owns,  or has the right to use  pursuant  to
valid and effective agreements,  all Intellectual Property, and the consummation
of the  transactions  contemplated  hereby  will not  alter or  impair  any such
rights, except for such defects in title or other matters which in the aggregate
would not have a material adverse effect on the assets, liabilities,  results of
operations, financial condition or business of ATI and its subsidiaries taken as
a whole. No claims are pending against ATI by any person with respect to the use
of any  Intellectual  Property or  challenging  or  questioning  the validity or
effectiveness of any license or agreement relating to the same, and, to the best
knowledge  of ATI,  the  current  use by ATI or any of its  subsidiaries  of the
Intellectual  Property  does not infringe on the rights of any third party.  The
ATI  Disclosure  Letter sets forth a list of all  jurisdictions  in which ATI is
operating under a trade name, and each jurisdiction in which any such trade name
is registered.

     SECTION 3.19.  Transactions with Affiliates.  No stockholder or director of
ATI, or any person with whom any such  stockholder or director has any direct or
indirect  relation by blood,  marriage or  adoption,  or any entity in which any
such person owns any beneficial interest (other than a publicly held corporation
whose   stock  is  traded  on  a  national   securities   exchange   or  in  the
over-the-counter  market and less than 1% of the stock of which is  beneficially
owned by all such persons) has any interest in (i) any contract,  arrangement or
understanding  with, or relating to, the business or operations of ATI or any of
its  subsidiaries,  (ii) any  loan,  arrangement,  understanding,  agreement  or
contract for or relating to indebtedness of ATI or any of its  subsidiaries,  or
(iii) any property (real,  personal or mixed,  tangible or intangible)  used, or
currently intended to be used, in the business or operations of ATI.

     SECTION 3.20. Brokers,  Finders,and Investment Bankers. Neither ATI nor any
of its  officers,  directors  or employees  has  employed any broker,  finder or
investment  banker or incurred any  liability for any  investment  banking fees,
financial advisory fees,  brokerage fees or finders' fees in connection with the
transactions contemplated herein.

                                   ARTICLE 4.
                    REPRESENTATIONS AND WARRANTIES OF PARENT

         With such  exceptions,  if any,  as may be set  forth in a letter  (the
"Parent  Disclosure  Letter")  to be  delivered  by  Parent  to ATI on or before
December 31, 1997 Parent hereby represents and warrants to ATI as follows:

     SECTION 4.1.  Organization.  Each of Parent and Merger Sub is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction  of its  incorporation  and has all requisite  corporate  power and
authority to own,  lease and operate its properties and to carry on its business
as now being  conducted.  Each of Parent  and Merger  Sub is duly  qualified  to
transact  business,  and is in good standing,  as a foreign  corporation in each
jurisdiction where the character of its activities  requires such qualification,
except where the failure to so qualify would not have a material  adverse effect
on the  assets,  liabilities,  results of  operations,  financial  condition  or
business of Parent and its subsidiaries taken as a whole.

     SECTION  4.2.  Authorization.  Each of  Parent  and  Merger  Sub  has  full
corporate  power and  authority  to execute and deliver  this  Agreement  and to
perform its  obligations  under this  Agreement and to consummate the Merger and
the other transactions  contemplated  hereby. The execution and delivery of this
Agreement by Parent and Merger Sub,  subject only to the  performance  by Parent
and Merger Sub of their respective obligations hereunder and the consummation of
the Merger and the other  transactions  provided for herein,  have been duly and
validly  authorized  by all  necessary  corporate  action on the part of each of
Parent and Merger Sub.  The Boards of Directors of each of Parent and Merger Sub
have approved the execution,  delivery and performance of this Agreement and the
consummation of the Merger and the other transactions  provided for herein. This
Agreement  has been duly executed and delivered by each of Parent and Merger Sub
and  constitutes  the valid and  binding  agreement  of Parent and  Merger  Sub,
enforceable  against each of Parent and Merger Sub in accordance with its terms,
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforceability of creditors' rights generally,  general equitable principles
and the discretion of courts in granting equitable remedies.

     SECTION 4.3. Absence of Restrictions and Conflicts. The execution, delivery
and performance of this Agreement,  the consummation of the Merger and the other
transactions  contemplated  by  this  Agreement,  and  the  fulfillment  of  and
compliance  with the terms and conditions of this Agreement do not and will not,
with the  passing of time or the giving of notice or both,  violate or  conflict
with,  constitute  a  breach  of or  default  under,  result  in the loss of any
material benefit under, or permit the acceleration of any obligation  under, (i)
any term or provision of the Certificate of Incorporation or Bylaws of Parent or
Merger Sub, (ii) any contract  material to the business and operations of Parent
or Merger Sub, (iii) any judgment,  decree or order of any court or governmental
authority  or agency to which Parent or Merger Sub is a party or by which Parent
or  Merger  Sub or any of their  respective  properties  is  bound,  or (iv) any
statute,  law,  regulation or rule  applicable to Parent or Merger Sub, so as to
have, in the case of  subsections  (ii) through (iv) above,  a material  adverse
effect on the assets, liabilities, results of operations, financial condition or
business of Parent and its subsidiaries taken as a whole.  Except for filing and
recordation  of the  Certificate  of  Merger,  no  consent,  approval,  order or
authorization  of, or  registration,  declaration or filing with, any government
agency or public or regulatory unit,  agency,  body or authority with respect to
Parent or Merger Sub is required in connection  with the execution,  delivery or
performance of this Agreement by Parent or Merger Sub or the consummation of the
transactions contemplated by this Agreement by Parent or Merger Sub, the failure
to  obtain  which  would  have  a  material  adverse  effect  upon  the  assets,
liabilities, results of operations, financial condition, business of ATI and its
subsidiaries taken as a whole of Parent.

     SECTION  4.4.  Capitalization  of Parent and  Ownership  of Merger Sub. The
authorized  capital  stock of Parent  consists  of  40,000,000  shares of common
stock,  $.01 par value per share,  of which  19,289,077  shares  were issued and
outstanding as of December 22, 1997, and 10,000,000  shares of preferred  stock,
$.01 par value per share,  of which no shares were issued and  outstanding as of
December 1, 1997.  All shares of Parent Common Stock  outstanding as of the date
hereof are duly authorized,  validly issued, fully paid,  nonassessable and free
of  preemptive  rights.  The shares of Parent  Common  Stock to be issued in the
Merger will be validly issued, fully paid,  nonassessable and free of preemptive
rights. All of the outstanding capital stock of Merger Sub is held by Parent.

     SECTION 4.5.  Financial  Statements.  Parent has made  available to ATI the
audited  consolidated  balance  sheets  of  Parent  and its  subsidiaries  as of
December 31, 1994,  1995 and 1996,  and the related  consolidated  statements of
operations, stockholders' equity and cash flows for the fiscal years then ended,
including the notes  thereto,  and the unaudited  consolidated  balance sheet of
Parent  and  its   subsidiaries  as  of  September  30,  1997  and  the  related
consolidated statements of operations for the nine months then ended. All of the
foregoing financial statements are hereinafter  collectively  referred to as the
"Parent Financial  Statements" and the balance sheet as of September 30, 1997 is
hereinafter referred to as the "1997 Parent Balance Sheet." The Parent Financial
Statements  have been prepared from,  and are in accordance  with, the books and
records of Parent and  present  fairly the  financial  position  and  results of
operations  of Parent as of the dates  and for the  periods  indicated,  in each
case, in conformity with generally accepted accounting principles,  consistently
applied. As of the Closing Date, Parent shall have no liability or obligation of
any nature whatsoever, whether accrued, absolute, contingent or otherwise, other
than (x) current  liabilities and obligations  which are recurring in nature and
not overdue on their  terms,  (y)  liabilities  and  obligations  reflected  and
adequately provided for on the 1997 Parent Balance Sheet and (z) liabilities and
obligations  arising  in the  ordinary  course  of  business  of  Parent,  or in
connection with the transactions contemplated hereby, since the date of the 1997
Parent Balance Sheet.

     SECTION 4.6. Absence of Certain Changes

     (a) Certain Financial  Matters;Property;  Dividends.  Since the date of the
1997 Parent Balance Sheet, there has not been (i) any material adverse change in
the assets, liabilities,  results of operations, financial condition or business
of Parent and its subsidiaries  taken as a whole, (ii) any damage,  destruction,
loss or  casualty  to  property  or assets of Parent,  whether or not covered by
insurance,  which property or assets are material to its operations or business,
(iii) any declaration,  setting aside or payment of any dividend or distribution
(whether in cash,  stock or property) in respect of the capital stock of Parent,
or any redemption or other  acquisition by Parent of any of the capital stock of
Parent or any split,  combination or reclassification of shares of capital stock
declared or made by Parent, or (iv) any agreement to do any of the foregoing.

     (b) Other Changes . Since the date of the 1997 Parent Balance Sheet,  there
have not been (i) any  losses  suffered,  (ii) any  material  assets  mortgaged,
pledged or made  subject  to any lien,  charge or other  encumbrance,  (iii) any
material liability or obligation  (absolute,  accrued or contingent) incurred or
any material bad debt,  contingency or other reserve increase suffered,  except,
in each such case, in the ordinary  course of business and consistent  with past
practice,  (iv) any  material  claims,  liabilities  or  obligations  (absolute,
accrued or contingent)  paid,  discharged or satisfied,  other than the payment,
discharge or  satisfaction,  in the ordinary  course of business and  consistent
with past practice, of claims, liabilities and obligations reflected or reserved
against in the Parent Financial Statements or incurred in the ordinary course of
business  and  consistent  with  past  practice  since  the  date of the  Parent
Financial  Statements,  (v) any material  guarantees,  checks, notes or accounts
receivable  written off as  uncollectible,  except  write-offs  in the  ordinary
course of business and consistent with past practice, (vi) any write down of the
value of any asset or  investment  on  Parent's  books or  records,  except  for
depreciation  and  amortization  taken in the  ordinary  course of business  and
consistent with past practice,  (vii) any  cancellation of any material debts or
waiver of any material claims or rights of substantial value, or sale,  transfer
or other  disposition  of any material  properties or assets (real,  personal or
mixed,  tangible or intangible) of substantial value, except, in each such case,
in  transactions  in the ordinary  course of business and  consistent  with past
practice  ,(viii)  any  material  transactions  entered  into  other than in the
ordinary course of business,  (ix) any agreements to do any of the foregoing, or
(x) any other events,  developments or conditions of any character that have had
or are  reasonably  likely to have a  material  adverse  effect  on the  assets,
liabilities,  results of operations,  financial  condition or business of Parent
and its subsidiaries taken as a whole.

     SECTION  4.7.  Legal  Proceedings.  There  are no suits,  actions,  claims,
proceedings  or  investigations  pending  or, to the best  knowledge  of Parent,
threatened  against,  relating to or involving Parent (or any of its officers or
directors) before any court,  arbitrator or administrative or governmental body,
which, if finally determined adversely,  are reasonably likely,  individually or
in the aggregate, to have a material adverse effect on the assets,  liabilities,
results  of  operations,  financial  condition  or  business  of Parent  and its
subsidiaries taken as a whole. All pending or threatened suits, actions, claims,
proceedings  or  investigations  relating to or involving  Parent (or any of its
officers  or  directors)  before  any court,  arbitrator  or  administrative  or
governmental  body are adequately  provided for in the 1997 Parent Balance Sheet
in accordance  with  generally  accepted  accounting  principles.  Parent is not
subject to any judgment, decree,  injunction,  rule or order of any court nor is
Parent  subject  to any  governmental  restriction  applicable  to it,  which is
reasonably likely to have a material adverse effect on the assets,  liabilities,
results  of  operations,  financial  condition  or  business  of Parent  and its
subsidiaries taken as a whole.

     SECTION 4.8.  Compliance with Law. Parent has all material  authorizations,
approvals,  licenses  and  orders of and from all  governmental  and  regulatory
officers and bodies  necessary to carry on its business as it is currently being
conducted, to own or hold under lease the properties and assets it owns or holds
under lease and to perform all of its obligations  under the agreements to which
it is a party,  and Parent  has been and is in  compliance  with all  applicable
laws,   regulations  and  administrative   orders  of  any  country,   state  or
municipality  or of  any  subdivision  thereof  to  which  its  business  or its
employment  of labor or its use or occupancy of  properties  or any part thereof
are  subject,  the  failure  to obtain or the  violation  of which  would have a
material  adverse  effect upon its assets,  liabilities,  results of operations,
financial condition or business of Parent and its subsidiaries taken as a whole.

     SECTION 4.9. Tax Returns;  Taxes. Parent has duly filed all federal, state,
local and foreign  tax  returns  required to be filed by it and has duly paid or
made  adequate  provision for the payment of all taxes which are due and payable
pursuant to such returns or pursuant to any assessment  with respect to taxes in
such  jurisdictions,  whether  or not  in  connection  with  such  returns.  The
liability for taxes reflected in the 1997 Parent Balance Sheet is sufficient for
the payment of all unpaid taxes,  whether or not  disputed,  that are accrued or
applicable  for the  period  ended  September  30,  1997,  and for all years and
periods  ended  prior  thereto.  All  deficiencies  asserted  as a result of any
examinations  by the IRS or any other  taxing  authority  have been paid,  fully
settled or adequately  provided for in the 1997 Parent Balance Sheet.  There are
no pending  claims  asserted for taxes of Parent or  outstanding  agreements  or
waivers  extending  the  statutory  period of  limitation  applicable to any tax
return of Parent  for any  period.  Parent  has made all  estimated  income  tax
deposits  and all other  required  tax payments or deposits and has complied for
all prior periods in all material  respects with the tax withholding  provisions
of all applicable federal, state, local, foreign and other laws.

     SECTION 4.10.  Parent SEC Reports.  Parent has heretofore made available to
ATI Parent's  Annual Reports on Form 10-K for the years ended December 31, 1994,
1995 and 1996 (the "Parent SEC  Reports").  As of their  respective  dates,  the
Parent SEC Reports did not contain any untrue  statement  of a material  fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Since January 1, 1994, Parent has filed all forms, reports
and documents with the Securities and Exchange  Commission  required to be filed
by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
and the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and
the rules and regulations promulgated  thereunder,  each of which complied as to
form,  at the time such form,  document  or report was  filed,  in all  material
respects with the applicable requirements of the Securities Act and the Exchange
Act and the applicable rules and regulations promulgated thereunder.

     SECTION  4.11.  Transactions  with  Affiliates.  Except as disclosed in the
Parent SEC Reports,  no executive  officer or director of Parent,  or any person
with whom any such  executive  officer or  director  has any direct or  indirect
relation by blood,  marriage or adoption, or any entity in which any such person
owns any beneficial interest (other than a publicly held corporation whose stock
is traded on a national  securities exchange or in the  over-the-counter  market
and  less  than 1% of the  stock  of  which  is  beneficially  owned by all such
persons)  has any interest in (i) any  contract,  arrangement  or  understanding
with,  or relating  to, the  business or  operations  of Parent,  (ii) any loan,
arrangement,   understanding,   agreement   or  contract   for  or  relating  to
indebtedness of Parent, or (iii) any property (real, personal or mixed, tangible
or  intangible)  used,  or  currently  intended to be used,  in the  business or
operations of Parent.

                                   ARTICLE 5.
                        CERTAIN COVENANTS AND AGREEMENTS

     SECTION  5.1.  Conduct  of  Business  by ATI.  From the date  hereof to the
Effective  Time, ATI will,  except as required in connection with the Merger and
the other  transactions  contemplated  by this Agreement and except as otherwise
disclosed in the ATI Disclosure Letter or consented to in writing by Parent:

     (i) Carry on its  businesses in the ordinary  course in  substantially  the
same manner as  heretofore  conducted and not engage in any new line of business
or enter into any  agreement,  transaction  or activity  or make any  commitment
except those in the ordinary  course of business  and not  otherwise  prohibited
under this Section 5.1;

     (ii)Neither change nor amend its Certificate of Incorporation or Bylaws;

     (iii)  Not sell or  grant  options,  warrants  or  rights  to  purchase  or
subscribe  to, or enter into any  arrangement  or contract  with  respect to the
issuance  or sale of any of its  capital  stock of ATI or rights or  obligations
convertible  into or  exchangeable  for any shares of its capital  stock and not
alter the terms of any of its presently  outstanding options,  warrants or other
equity securities or make any changes (by split-up, combination,  reorganization
or otherwise) in its capital structure;

     (iv)Not  declare,  pay or set  aside  for  payment  any  dividend  or other
distribution in respect of its capital stock or other equity securities,  except
for  distributions  of dividends to its  shareholders  in the ordinary course of
business  consistent with past practice,  and not redeem,  purchase or otherwise
acquire  any  shares  of its  capital  stock or other  securities  or  rights or
obligations convertible into or exchangeable for any shares of its capital stock
or other  securities  or  obligations  convertible  into such,  or any  options,
warrants or other rights to purchase or subscribe to any of the foregoing;

     (v) Not  acquire  or  enter  into  an  agreement  to  acquire,  by  merger,
consolidation or purchase of stock or assets, any business or entity;

     (vi)Use its reasonable efforts to preserve intact its corporate  existence,
goodwill  and  business  organizations,  to  keep  its  officers  and  employees
available to Parent and to preserve its relationships with customers,  suppliers
and others having business relations with it;

     (vii)  Not (A)  create,  incur or  assume  any  long-term  debt  (including
obligations in respect of capital  leases) or any  short-term  debt for borrowed
money, (B) assume, guarantee,  endorse or otherwise become liable or responsible
(whether  directly,  contingently or otherwise) for the obligations of any other
person,  except in the  ordinary  course of business  and  consistent  with past
practice,  (C) make any loans or  advances  to any other  person,  except in the
ordinary  course of business and  consistent  with past  practice,  (D) make any
capital  contributions to, or investments in, any person, except in the ordinary
course  of  business  and  consistent   with  past  practices  with  respect  to
investments,  (E) make any capital expenditure involving in excess of $10,000 in
the  case of any  single  expenditure  or  $20,000  in the  case of all  capital
expenditures,  or (F)  purchase  or commit to  purchase  more than  $100,000  of
inventory in the aggregate;

     (viii)  Not enter  into,  modify or extend in any  manner  the terms of any
employment,  severance or similar agreements with officers and directors nor pay
or  become  obligated  to pay any  bonuses  to,  or grant  any  increase  in the
compensation  of,  officers,  directors or  employees,  whether now or hereafter
payable,  including any such payment or increase pursuant to any option,  bonus,
stock purchase, pension,  profit-sharing,  deferred compensation,  retirement or
other plan,  arrangement,  contract or commitment;  provided,  however,  that it
shall be permitted  hereunder to grant increases in the compensation  payable to
employees (but not  executives or directors) in the ordinary  course of business
consistent  with its 1997  budget  and which do not in the case of any  specific
employee  involve an increase in  compensation in excess of ten percent (10%) of
such employee's 1996  compensation  and which in the aggregate do not involve an
annualized compensation expense increase of $10,000 or more;

     (ix)Perform in all material  respects all of its obligations  under all ATI
Material  Contracts  (except those being  contested in good faith) and not enter
into,  assume or amend any contract or commitment  that would be an ATI Material
Contract other than contracts to provide  services  entered into in the ordinary
course of business;

     (x) Use its reasonable  efforts to maintain in full force and effect and in
the same  amounts  policies  of  insurance  comparable  in  amount  and scope of
coverage to that now maintained by it;

     (xi)Use  its  reasonable  efforts  to  continue  to  collect  its  accounts
receivable and pay its accounts  payable in the ordinary  course of business and
consistent with past practices; and

     (xii) Prepare and file all federal,  state,  local and foreign  returns for
taxes and other tax reports, filings and amendments thereto required to be filed
by it, and allow Parent,  at its request,  to review all such returns,  reports,
filings and  amendments  at ATI's  offices  prior to the filing  thereof,  which
review shall not interfere with the timely filing of such returns.

         In connection  with the continued  operation of ATI's business  between
the date of this  Agreement  and the  Effective  Time,  ATI shall confer in good
faith on a regular and frequent basis with one or more representatives of Parent
designated in writing to report on operational  matters of  materiality  and the
general status of ongoing operations.  ATI acknowledges that Parent does not and
will not waive any rights it may have under this  Agreement  as a result of such
consultations.

     SECTION 5.2. Inspection and Access to Information; Confidentiality.

     (a)  Inspection  and  Access.  Between the date of this  Agreement  and the
Effective Time, ATI will provide Parent and its accountants, investment bankers,
counsel and other  authorized  representatives  full access,  during  reasonable
business  hours  and  under  reasonable  circumstances  to  any  and  all of its
premises,  properties,   contracts,   commitments,   books,  records  and  other
information  (including  tax returns  filed and those in  preparation)  and will
cause its  respective  officers to furnish to the other party and its authorized
representatives  any and all  financial,  technical and operating data and other
information  pertaining to its business,  as each other party shall from time to
time reasonably request.

     (b) Confidentiality.  Parent shall, and shall use its best efforts to cause
its authorized  representatives to, hold in strict confidence,  and not disclose
to any person  without  the prior  written  consent of ATI, or use in any manner
except in connection with the transactions  contemplated hereby, all information
obtained from ATI in connection with the transactions  completed hereby,  except
that such  information  may be disclosed (i) where  necessary to any  regulatory
authorities or governmental agencies, (ii) if required by court order or decree,
(iii) if it is ascertainable  or obtained from public or published  information,
(iv) if it is or becomes  known to the public other than through  disclosure  by
such party, (vi) if the recipient can demonstrate it was in its possession prior
to disclosure  thereof in connection with the Agreement,  (vii) if the recipient
can  demonstrate  it  was  independently  developed  by  it,  or  (viii)  if the
disclosing party is advised in writing by counsel that it is legally required to
make such disclosure.

     SECTION 5.3. No Solicitation; Acquisition Proposals

     (a) No Solicitation. From the date hereof until the Effective Time or until
this  Agreement is  terminated  or abandoned as provided in Article 8, ATI shall
not, nor shall it  authorize or permit any officer,  director or employee of, or
any  attorney  or other  advisor or  representative  of ATI to,  (i)  solicit or
initiate,   or  encourage  the  submission  of,  any  Acquisition  Proposal  (as
hereinafter  defined) 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.
For  purposes  hereof,  "Acquisition  Proposal"  means an  inquiry,  proposal or
acquisition  or  purchase of a  substantial  amount of assets of ATI (other than
investors  in the  ordinary  course of  business) or of over 10% of any class of
equity securities of ATI, or any merger,  consolidation,  business  combination,
sale of substantially all assets, recapitalization,  liquidation, dissolution or
similar  transaction  involving  ATI other  than the  transactions  contemplated
hereby,  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 Parent
of the Merger.  ATI will notify Parent  promptly in writing if ATI becomes aware
that any  inquiries or proposals are received by, any  information  is requested
from, or any  negotiations  or  discussions  are sought to be initiated with ATI
with  respect  to an  Acquisition  Proposal.  ATI  shall  immediately  cease any
existing  activities,  discussions or negotiations  with any third parties which
may have  been  conducted  on or prior to the date  hereof  with  respect  to an
Acquisition  Proposal and shall direct and use  reasonable  efforts to cause its
officers,  advisors and  representatives  not to engage in any such  activities,
discussions or negotiations.

     (b)  Action  by  Board.  Except  as set forth  herein  and  subject  to its
fiduciary  duties,  the  Board of  Directors  of ATI 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.

     (c) Liquidated Damages. If, (i) prior to the termination of this Agreement,
ATI  proposes to enter into an agreement or letter of intent with respect to any
Acquisition Proposal, it shall concurrently with entering into such agreement or
letter of  intent  pay,  or cause to be paid,  in same day funds to Parent up to
$100,000 of the costs and  expenses  incurred by Parent in  connection  with the
Merger,  including  fees  and  expenses  of its  accountants  and  counsel  (the
"Expenses"),  plus  the sum of  $250,000  (the  "Termination  Fee"),  or (ii) an
Acquisition  Proposal  shall  have been made  prior to the  termination  of this
Agreement and within one year of such  termination  ATI enters into an agreement
or letter of intent with  respect to, or  approves  or  recommends  or takes any
action to facilitate such  Acquisition  Proposal,  ATI shall pay, or cause to be
paid to Parent, in same day funds upon demand,  the Expenses and the Termination
Fee,  provided  that,  so  long  as ATI  is not  then  in  breach  of any of its
obligations  herein,  no payment shall be due to Parent under subpart (ii) above
if, at the time of the termination of this  Agreement,  ATI shall desire in good
faith to  proceed  with the  Merger,  and Parent  shall  elect not to do so. The
parties  acknowledge  that  damages in the event of a breach of this Section 5.3
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 their 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  5, and  Parent
acknowledges  the Expenses and the  Termination  Fee are its sole and  exclusive
remedy for a breach of this Section 5.3.

     SECTION 5.4. Reasonable Efforts; Further Assurances;  Cooperation.  Subject
to the other  provisions of this  Agreement,  the parties  hereto shall each use
their reasonable,  good faith efforts to perform their obligations herein and to
take, or cause to be taken,  or do, or cause to be done,  all things  necessary,
proper or advisable under applicable law to obtain all regulatory  approvals and
satisfy all  conditions to the  obligations  of the parties under this Agreement
and to cause the Merger  and the other  transactions  contemplated  herein to be
effected on or prior to January 30, 1998 in accordance with the terms hereof and
shall cooperate fully with each other and their respective officers,  directors,
employees,  agents, counsel,  accountants and other designees in connection with
any steps required to be taken as a part of their respective  obligations  under
this Agreement, including, without limitation:

     (i) ATI and  Parent  shall  promptly  make  their  respective  filings  and
submissions  and shall take, or cause to be taken,  all actions and do, or cause
to be done, all things necessary,  proper or advisable under applicable laws and
regulations  to obtain any  required  approval  of any  federal,  state or local
governmental  agency or regulatory body with  jurisdiction over the transactions
contemplated by this Agreement.

     (ii)In the event any claim, action, suit, investigation or other proceeding
by any  governmental  body or regulatory  authority is commenced which questions
the  validity  or  legality  of the  Merger  or any  of the  other  transactions
contemplated hereby or seeks damages in connection therewith,  the parties agree
to  cooperate  and use all  reasonable  efforts to defend  against  such  claim,
action,  suit,  investigation or other proceeding and, if an injunction or other
order  is  issued  in any such  action,  suit or  other  proceeding,  to use all
reasonable  efforts  to have  such  injunction  or other  order  lifted,  and to
cooperate  reasonably  regarding any other impediment to the consummation of the
transactions contemplated by this Agreement.

     (iii) Each party shall give prompt  written  notice to the other of (A) the
occurrence,  or failure to occur, of any event which occurrence or failure would
be likely to cause any  representation or warranty of ATI or Parent, as the case
may be,  contained in this  Agreement to be untrue or inaccurate in any material
respect at any time from the date hereof to the  Effective  Time or that will or
may result in the failure to satisfy any of the conditions  specified in Article
6 hereof and (B) any  failure  of ATI or  Parent,  as the case may be, to comply
with or satisfy any  covenant,  condition or  agreement  to be complied  with or
satisfied by any of them hereunder.

     (iv)Without the prior written consent of Parent, ATI will not terminate any
employee if such termination would result in the payment of any amounts pursuant
to "change in control" provisions of any employment agreement or arrangement.

     SECTION  5.5.  Public   Announcements.   The  timing  and  content  of  all
announcements  regarding  any  aspect  of this  Agreement  or the  Merger to the
financial community,  government agencies, employees or the general public shall
be mutually  agreed upon in advance (unless Parent or ATI are advised by counsel
that any such  announcement  or other  disclosure  not  mutually  agreed upon in
advance is  required to be made by law and then only after  making a  reasonable
attempt to comply with the provisions of this Section 5.5).

     SECTION 5.6. Supplements to Disclosure Letters.  From time to time prior to
the Effective  Time,  ATI and Parent will each promptly  supplement or amend the
respective disclosure letters which will be delivered pursuant to this Agreement
with respect to any matter hereafter  arising which, if existing or occurring at
the  date of this  Agreement,  would  have  been  required  to be set  forth  or
described  in any such  disclosure  letter or which is  necessary to correct any
information  in any such  disclosure  letter which has been rendered  inaccurate
thereby. No supplement or amendment to any such disclosure letter shall have any
effect for the purpose of determining  satisfaction  of the conditions set forth
in Sections 6.2 or 6.3 of this Agreement.

     SECTION 5.7.  Continuation  of Business.  Parent and Surviving  Corporation
each agree to continue the historic business of ATI or use a significant portion
of ATI's  historic  business  assets to the  extent  necessary  to  fulfill  the
continuity  requirements  for  reorganizations  under Section 368 of the Code as
described in Treas. Reg. ss. 1.368-1(d).

     SECTION 5.8.  Stockholder  Matters. ATI shall call a special meeting of its
stockholders  to be held as soon as  practicable  after the date  hereof for the
purpose of voting upon this  Agreement and the Merger and,  through its Board of
Directors,  recommend to its  stockholders  approval of this  Agreement  and the
Merger at such meeting.

     SECTION 5.9.  Indemnification  Against Certain  Liabilities.  Parent agrees
that all rights to indemnification  and all limitations of liability existing in
favor of the officers and directors of ATI  ("Indemnified  Parties") as provided
in its  certificate  of  incorporation  and  bylaws as of the date  hereof  with
respect to matters  occurring  prior to the  Effective  Time shall  survive  the
Merger  and shall  continue  in full force and  effect,  without  any  amendment
thereto,  for a period of not less than six (6) years from the  Effective  Time;
provided,  however,  that all  rights to any  indemnification  in respect of any
claim  asserted  or made  within  such  period  shall  continue  until the final
disposition of such claim.

                                   ARTICLE 6.
                                  OTHER MATTERS

     SECTION 6.1.  Conditions to Each Party's  Obligations.  None of the parties
hereto shall be obligated to effect the Merger if, at the  Effective  Time,  (i)
any injunction, writ or preliminary restraining order or any order of any nature
shall  have  been  issued  by  a  court  or  governmental  agency  of  competent
jurisdiction  to the effect  that the Merger  may not be  consummated  as herein
provided,  (ii) any  proceeding  or  lawsuit  shall have been  commenced  by any
governmental  or  regulatory  agency  for the  purpose  of  obtaining  any  such
injunction, writ or preliminary restraining order, or (iii) written notice shall
have been  received  from any such  agency  indicating  an  intent to  restrain,
prevent,  materially delay or restructure the transactions  contemplated by this
Agreement.

     SECTION  6.2.  Conditions  to  Obligations  of Parent and Merger  Sub.  The
obligations  of Parent and  Merger Sub to effect the Merger  shall be subject to
the  fulfillment at or prior to the Closing of each of the following  additional
conditions:

     (a) Representations  and Warranties.  The representations and warranties of
ATI set forth in Article 3 of this Agreement shall be true and correct as of the
date of this  Agreement and as of the Effective Time as though made on and as of
the Effective Time.

     (b)  Performance  of  Obligations  of ATI. ATI shall have  performed in all
material  respects all covenants and  agreements  required to be performed by it
under this Agreement.

     (c) Opinion of Counsel.  Parent shall have received an opinion from counsel
for ATI, dated the Closing Date, in form and substance  reasonably  satisfactory
to Parent, substantially to the effect that:

     (i)_) ATI is validly organized,  existing,  in good standing and authorized
to do business in the state of its incorporation and has all requisite corporate
power  and  authority  to own and  operate  its  properties  and to carry on its
business as currently conducted and, to the best of such counsel's knowledge, is
duly  qualified  to do  business  in each other state in which the failure to so
qualify would have a material adverse effect on its operations in such state.

     (ii)_) The Signing  Stockholder  and ATI have full power and  authority  to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby.

     (iii)_)  The  officers of ATI who have  executed  this  Agreement  have the
authority to so execute this Agreement on behalf of ATI.

     (iv)_) The Signing  Stockholder and ATI have taken all requisite  action to
authorize, approve and carry out this Agreement and the transactions on the part
of the Signing Stockholder contemplated hereby.

     (v)_) The  execution,  delivery and  performance  of this  Agreement by the
Signing Stockholder and ATI and the consummation of the transactions on the part
of the Signing  Stockholder  and ATI  contemplated  by this  Agreement  will not
result in any breach,  violation,  default or acceleration of the obligations of
the  Stockholders  or ATI under any judgment,  decree,  order,  lease,  license,
contract or other agreement  which is applicable to the ATI  Stockholders or ATI
and of which such counsel has actual knowledge.

     (_)vi) Except as may be required by applicable federal and state securities
laws,  as to  which  no  opinion  need be  expressed,  the  consummation  of the
transactions on the part of the Signing  Stockholder or ATI contemplated by this
Agreement does not require the consent, approval, authorization or order, giving
of notice to, or the  registration  with,  any court or any Federal,  state,  or
other governmental  authority,  agency or instrumentality or any other person of
which such counsel has actual knowledge.

     (vii)_) To such counsel's  actual  knowledge and except with respect to the
pending  litigation in the matter of Inverness Corp., et al v. ATI, Inc., et al.
(the  "Inverness  Matter"),  (A) no action or  proceeding  against  the  Signing
Stockholder or ATI is pending before any court, or before or by any governmental
body, to restrain,  prohibit,  invalidate  or obtain  damages with respect to or
otherwise  question or attack the  transactions  contemplated by this Agreement,
and (B) the Signing  Stockholder is not involved in any  litigation  which might
have an adverse effect on ATI.

     (d)  Authorization  of Merger.  All  corporate  action  necessary by ATI to
authorize the  execution,  delivery and  performance  of this  Agreement and the
consummation of the  transactions  contemplated  hereby shall have been duly and
validly taken.

     (e)  Consents.  All consents,  authorizations,  orders and approvals of (or
filings  or  registrations  with) any  governmental  commission,  board or other
regulatory  body  required  in  connection  with  the  execution,  delivery  and
performance  of this  Agreement  shall have been  obtained  or made,  except for
filing of the Certificate of Merger and any other documents required to be filed
after the  Effective  Time and except where the failure to have obtained or made
any such consent,  authorization,  order, approval, filing or registration would
not have a material  adverse effect on the business of ATI or Parent,  following
the Effective Time.

     (f)  Certificates.  ATI shall  furnish  Parent  with a  certificate  of its
appropriate  officers as to compliance with the conditions set forth in Sections
6.2(a), (b) and (d).

     (g) Material  Contracts.  Parent shall have received consents to assignment
of all ATI Material  Contracts and ATI Customer  Contracts or written waivers of
the provisions of any ATI Material Contracts or ATI Customer Contracts requiring
the  consents  or  waivers of third  parties as set forth in the ATI  Disclosure
Letter, except such required consents and waivers the failure of which to obtain
would  not in the  aggregate  have a  material  adverse  effect  on the  assets,
liabilities, results of operations, financial condition, business of ATI and its
subsidiaries taken as a whole of ATI following the Effective Time.

     (h)  Employment  Agreement.  Mr. Lin shall have  executed and  delivered an
employment  agreement  in the  form  attached  hereto  as  Exhibit  6.2(h)  (the
"Employment Agreement").

     (i)  Non-Competition  and  Non-Disclosure  Agreement.  Mr.  Lin shall  have
executed and delivered a  non-competition  and  non-disclosure  agreement in the
form attached hereto as Exhibit 6.2(i) (the "Non-Competition Agreement").

     (j)  Resignation  Letters.  Each of the officers and directors of ATI shall
have tendered to Parent  resignation  letters in form and  substance  reasonably
acceptable to Parent on or prior to the Closing Date,  such  resignations  to be
effective immediately following the Closing Date.

     (k) Repayment of  Stockholder  Loans.  All loans from (or any other amounts
advanced by) ATI to the ATI Stockholders shall have been repaid in full.

     (l) Escrow  Agreement.  Each of the Stockholders and the Escrow Agent shall
have duly executed and delivered the Escrow Agreement.

     (m) Stock  Purchase  Transactions.  Parent  shall have  entered  into Stock
Purchase  Agreements with at least 16 of the ATI Stockholders  listed on Exhibit
6.2(m) hereto,  which  agreements  shall be  satisfactory to Parent and such ATI
Stockholders.

     (n) Dissenting Stockholders.  Holders of not more than five percent (5%) of
the  outstanding  shares of ATI Stock and ATI  Common  Stock (in the  aggregate)
shall have filed written  notice with ATI that they intend to demand payment for
their shares.

     (o) Registration  Rights  Agreement.  Each of the  Stockholders  shall have
executed and  delivered a  registration  rights  agreement in the form  attached
hereto as Exhibit 6.2(o) (the "Registration Rights Agreement").

     (p)  Charter   Amendment.   ATI  shall  have  amended  its  Certificate  of
Incorporation  such that the holders of the ATI Stock may receive property other
than cash in the event of a liquidation or deemed liquidation of ATI.

     SECTION 6.3.  Conditions to Obligations  of ATI. The  obligations of ATI to
effect the Merger shall be subject to the fulfillment at or prior to the Closing
of each of the following additional conditions:

     (a) Representations  and Warranties.  The representations and warranties of
Parent set forth in Article 4 of this Agreement  shall be true and correct as of
the date of this Agreement and as of the Effective Time as though made on and as
of the Effective Time.

     (b)  Performance of  Obligations by Parent.  Parent shall have performed in
all material  respects all covenants and agreements  required to be performed by
it under this Agreement.

     (c)  Authorization of Merger.  All corporate action necessary by Parent and
Merger  Sub to  authorize  the  execution,  delivery  and  performance  of  this
Agreement and the  consummation of the  transactions  contemplated  hereby shall
have been duly and validly taken.

     (d)  Consents.  All consents,  authorizations,  orders and approvals of (or
filings  or  registrations  with) any  governmental  commission,  board or other
regulatory  body  required  in  connection  with  the  execution,  delivery  and
performance  of this  Agreement  shall have been  obtained  or made,  except for
filing of the  Certificate  of Merger,  and any other  documents  required to be
filed after the Effective  Time and except where the failure to have obtained or
made any such consent,  authorization,  order, approval,  filing or registration
would not have a material  adverse  effect on the business of ATI  following the
Effective Time.

     (e)  Certificates.  Parent  shall  furnish  ATI with a  certificate  of its
appropriate  officers as to compliance with the conditions set forth in Sections
6.3(a), (b) and (c).

     (f)  Employment  Agreement.  Surviving  Corporation  and Parent  shall have
executed and delivered the Employment Agreement.

     (g) Escrow Agreement.  Parent and the Escrow Agent shall have duly executed
and delivered the Escrow Agreement.

     (h) Non-Competition Agreement.  Surviving Corporation and Parent shall have
duly executed and delivered the Non-Competition Agreement.

     (i)  Registration  Rights  Agreement.  Parent shall have duly  executed and
delivered the Registration Rights Agreement.

     (j) Opinion of Counsel. ATI shall have received an opinion from counsel for
Parent  and  Merger  Sub,   dated  the  Closing  Date,  in  form  and  substance
satisfactory to ATI, substantially to the effect that:

     (i) The Parent is a corporation  duly  organized,  validly  existing and in
good standing under the laws of the jurisdiction of its  incorporation,  has all
requisite  corporate power and authority to own,  operate and lease its property
and to carry on its business as it is now being conducted and, to such counsel's
knowledge,  is duly  qualified  to do  business in each other state in which the
failure to so qualify would have a material  adverse effect on its operations in
such state.

     (ii) Merger Sub is a corporation  duly organized,  validly  existing and in
good standing under the laws of the jurisdiction of its  incorporation,  has all
requisite  corporate power and authority to own,  operate and lease its property
and to carry on its business as it is now being conducted and, to such counsel's
knowledge,  is duly  qualified  to do  business in each other state in which the
failure to so qualify would have a material  adverse effect on its operations in
such state.

     (iii)The  Parent has the  requisite  power and  authority to enter into the
Agreement and to consummate the transactions  contemplated hereby. All corporate
action  necessary to authorize the  execution,  delivery and  performance of the
Agreement  and the  consummation  by the Company of the Merger has been duly and
validly taken.

     (iv) Merger Sub has the  requisite  power and  authority  to enter into the
Agreement and to consummate the transactions  contemplated hereby. All corporate
action  necessary to authorize the  execution,  delivery and  performance of the
Agreement  and the  consummation  by Merger  Sub of the Merger has been duly and
validly taken.

     (v) The  Agreement  has been  duly and  validly  authorized,  executed  and
delivered by the Company and Merger Sub.

     (vi) The Parent  Common  Stock to be issued by the Parent  pursuant  to the
terms of the Agreement has been duly  authorized and, when issued and delivered,
will be validly issued and fully paid and non-assessable.

     (k) Release of Guaranty.  The Parent  shall have  released Mr. Lin from his
personal guaranty made in favor of the Parent, as assignee of BankBoston,  N.A.,
relating to certain indebtedness of ATI owing to the Parent.

     (l) Certified Resolutions. The Parent shall have delivered to ATI a copy of
the  resolutions  adopted by the Parent's Board of Directors with respect to the
determination  of the  "acquisition  price"  being  less  than $15  million  for
purposes  of  the  Hart-Scott-Rodino  Antitrust  Improvements  Act of  1976,  as
amended,  which  resolutions  shall  have been  certified  by the  Secretary  or
Assistant Secretary of Parent.

                                   ARTICLE 7.
                                     CLOSING

     The  consummation  of the  transactions  contemplated by this Agreement are
herein  referred to as the  "Closing."  The "Closing  Date" shall be the date on
which the Closing  occurs.  The Closing  shall occur on the first  business  day
following  the  day on  which  the  last of the  conditions  (other  than  those
conditions  which by their  terms are to occur only at the  Closing)  shall have
been satisfied or, if permissible, waived, or such later date as the parties may
agree.  The Closing  shall take place at the offices of Goodwin,  Procter & Hoar
LLP, Boston,  Massachusetts or at such other place as ATI and Parent shall agree
in writing.

                                   ARTICLE 8.
                                   TERMINATION

     SECTION 8.1. Termination and Abandonment.  This Agreement may be terminated
at any time prior to the Closing Date:

     (i) by mutual  agreement of the Boards of Directors of ATI,  Merger Sub and
Parent;

     (ii) by ATI, if (A) the conditions set forth in Sections 6.1 and 6.3 hereof
shall  not have  been  complied  with or  performed  and such  noncompliance  or
nonperformance  shall not have been cured or eliminated (or by its nature cannot
be cured or  eliminated)  by Parent on or before  January 30,  1998,  or (B) ATI
determines, in its sole good faith judgment, within five (5) days of the date of
the delivery of the Parent  Disclosure  Letter,  that the  exceptions  set forth
therein  are  materially   adversely  different  from  the  representations  and
warranties of Parent in Article 4 hereof,  provided that ATI shall inform Parent
upon such termination as to the reasons for its determination; and

     (iii) by Parent or Merger Sub, if (A) the  conditions set forth in Sections
6.1 and 6.2  hereof  shall not have been  complied  with or  performed  and such
noncompliance or  nonperformance  shall not have been cured or eliminated (or by
its nature cannot be cured or  eliminated) by ATI on or before January 30, 1998,
or (B) Parent determines,  in its sole good faith judgment, within five (5) days
of the date of the delivery of the ATI  Disclosure  Letter,  that the exceptions
set forth therein are materially  adversely  different from the  representations
and warranties of ATI in Article 3 hereof, provided that Parent shall inform ATI
upon such  termination  as to the reasons for its  determination,  or (C) Parent
determines, in its sole good faith judgment, within five (5) days of the date of
the delivery of the 1997 Balance Sheet, that the financial  condition or results
of operations of ATI as of and for the  eleven-month  period ended  November 30,
1997 are materially  adversely different from the financial condition or results
of operations of ATI as of and for the fiscal year ended December 31, 1996.

     SECTION 8.2.  Specific  Performance and Other Remedies.  The parties hereto
each  acknowledge  that the rights of each party to consummate the  transactions
contemplated  hereby are special,  unique and of  extraordinary  character,  and
that,  in the event that any party  violates  or fails or refuses to perform any
covenant or agreement made by it herein. the non-breaching  party may be without
an adequate remedy at law.  Except as otherwise  provided by Section 5.3 hereof,
the parties each agree, therefore,  that in the event that either party violates
or fails or refuses to perform  any  covenant  or  agreement  made by such party
herein,  the  non-breaching  party or parties may,  subject to the terms of this
Agreement  and in addition to any  remedies at law for damages or other  relief,
institute  and  prosecute  an action in any court of competent  jurisdiction  to
enforce  specific  performance  of such  covenant or agreement or seek any other
equitable relief.

     SECTION 8.3.  Effect of  Termination.  In the event of  termination of this
Agreement pursuant to this Article 8, this Agreement shall forthwith become void
and  there  shall be no  liability  on the part of any  party or its  respective
officers,  directors or stockholders,  except for obligations  under Section 5.3
and  this   Section   8.3,   all  of  which  shall   survive  the   termination.
Notwithstanding the foregoing,  nothing contained herein shall relieve any party
from liability for any breach of any covenant or agreement in this Agreement.

                                   ARTICLE 9.
                                 INDEMNIFICATION

     SECTION 9.1. Definitions. For the purposes of this Article 9:

     (i)  "ATI  Indemnitors"   shall  mean  the  Signing   Stockholder  and  the
Stockholders  (other than any Stockholders who perfect their right to dissent in
accordance with the DGCL).

     (ii) "ATI Indemnitors Representative" shall mean Ernest H. Lin.

     (iii) "ATI  Indemnitees"  shall mean the stockholders of ATI, of record and
beneficially,   as  of  the  date   hereof,   and   their   respective   agents,
representatives, employees, heirs, devisees, legatees, successors and assigns.

     (iv)  "Indemnification  Claim"  shall  mean  a  claim  for  indemnification
hereunder.

     (v) "Indemnitee" or  "Indemnitees"  shall mean one or more, as the case may
be, of the Parent Indemnitees and the ATI Indemnitees, without distinction.

     (vi) "Indemnitor" or "Indemnitors"  shall mean one or more, as the case may
be, of the Parent Indemnitors and the ATI Indemnitors, without distinction.

     (vii)  "Indemnitors  Representative"  shall mean Parent or Mr. Lin, without
distinction, as the case may be.

     (viii) "Losses" shall mean any and all demands,  claims,  actions or causes
of action,  assessments,  losses,  damages  (including special and consequential
damages),  liabilities,  costs  and  expenses,  including,  without  limitation,
interest,   penalties,   cost  of  investigation  and  defense,  and  reasonable
attorneys' and other professional fees and expenses,  provided that Losses shall
be  determined  net of any  insurance  proceeds  received by the  Indemnitee  in
respect of the subject matter of an Indemnification Claim.

     (ix) "Parent Indemnitees" shall mean Parent, the Surviving Corporation, and
their  respective  agents,  representatives,   employees,  officers,  directors,
shareholders,   controlling   persons  and   affiliates   (other  than  the  ATI
Stockholders).

     (x) "Parent  Indemnitors" shall mean Parent and the Surviving  Corporation,
jointly and severally.

     (xi) "Parent Indemnitors Representative" shall mean Parent.

     (xii)  "Third  Party  Claim"  shall  mean  any  claim,  suit or  proceeding
(including,  without limitation, a binding arbitration or an audit by any taxing
authority) that is instituted  against an Indemnitee by a person or entity other
than an Indemnitor and which, if prosecuted successfully, would result in a Loss
for which such Indemnitee is entitled to indemnification hereunder.

     SECTION 9.2.  Agreement of ATI  Indemnitors  to  Indemnify.  Subject to the
terms  and  conditions  of this  Article  9, the ATI  Indemnitors,  who shall be
jointly liable  proportionately  on the basis on which their  respective  Escrow
Shares  (assuming the full release  thereof to such persons)  bears to the total
number  of  Escrow  Shares,  and not  jointly  and  severally,  such  that  each
individual ATI Indemnitor's  liability under this Section 9.2 shall never exceed
such  proportionate  amount  of the  respective  Indemnitor's  Losses  for which
indemnity  is  sought  hereunder  (other  than  with  respect  to Mr.  Lin whose
liability  under  this  Section  9.2  shall  not  exceed  the  sum  of  (a)  his
proportionate  amount of the Losses  determined in accordance with the foregoing
manner  and  (b)  the  value  of  the  Signing  Stockholder  Parent  Shares  (as
hereinafter  defined)),  agree to  indemnify,  defend and hold  harmless  Parent
Indemnitees,  and each of them, from, against, for and in respect of any and all
Losses asserted against,  or paid,  suffered or incurred by, a Parent Indemnitee
and resulting from, based upon or arising out of:

     (i) the inaccuracy,  untruth or  incompleteness  of any  representation  or
warranty  of ATI  contained  in or made  pursuant to this  Agreement  or the ATI
Disclosure Letter, in each case as supplemented or amended by the ATI Disclosure
Letter,  as amended from time to time prior to the Effective Time, or in or made
pursuant to any Exhibit  furnished by ATI or the ATI  Indemnitors  in connection
herewith  regardless of whether the same was  deliberate,  reckless,  negligent,
innocent or unintentional;

     (ii)a breach of or failure to perform any covenant, undertaking,  condition
or agreement of ATI or the ATI Indemnitors made in this Agreement  regardless of
whether the same was deliberate, reckless, negligent, innocent or unintentional;

     (iii) the business or operations of ATI prior to the Effective  Time or the
actions or omissions of ATI's officers,  directors,  stockholders,  employees or
agents prior to the  Effective  Time,  irrespective  of the date that any claim,
suit or other course of action related thereto is filed or otherwise instituted,
provided that the foregoing shall not apply to any liability of ATI disclosed in
the ATI  Disclosure  Letter or reflected in the ATI Financial  Statements or the
1997 Balance Sheet;

     (iv)any claim by any former stockholder of ATI, or any predecessor thereto,
involving  the  transactions   contemplated  hereby  or  any  prior  transaction
involving any shares of capital stock of ATI; or

     (v) the Inverness Matter to the extent such Losses exceed $300,000.

     SECTION 9.3. Agreement of Parent  Indemnitors to Indemnify.  Subject to the
terms and  conditions  of this  Article 9, the Parent  Indemnitors,  jointly and
severally, agree to indemnify, defend and hold harmless the ATI Indemnitees, and
each of them, from,  against,  for and in respect of any and all Losses asserted
against,  or paid,  suffered or incurred by, each ATI  Indemnitee  and resulting
from, based upon, arising out of or in connection with:

     (i) the inaccuracy,  untruth,  or incompleteness  of any  representation or
warranty  of any  Parent  Indemnitor,  contained  in or  made  pursuant  to this
Agreement  or the Parent  Disclosure  Letter,  in each case as  supplemented  or
amended by the Parent  Disclosure  Letter, as amended from time to time prior to
the  Effective  Time,  or in or made  pursuant to any Exhibit  furnished  by the
Parent  Indemnitors,  or either of them,  in connection  herewith  regardless of
whether the same was deliberate, reckless, negligent, innocent or unintentional;
or

     (ii)a breach of or failure to perform any covenant, undertaking,  condition
or  agreement  of the  Parent  Indemnitors,  or  either  of  them,  made in this
Agreement or in any Exhibit to this Agreement regardless of whether the same was
deliberate, reckless, negligent, innocent or unintentional.

     SECTION  9.4.   Procedures  for   Indemnification.   The   obligations  and
liabilities  of the parties  with respect to an  Indemnification  Claim shall be
subject to the following terms and conditions:

     (i) An  Indemnification  Claim  shall  be made by a  Parent  Indemnitee  by
delivery of a written notice to the ATI  Indemnitors  Representative  requesting
indemnification  from the ATI  Indemnitors  and  specifying  the  basis on which
indemnification  is sought and the amount of asserted Losses and, in the case of
a Third  Party  Claim,  containing  (by  attachment  or  otherwise)  such  other
information as such Indemnitee shall have concerning such Third Party Claim.

     (ii)An Indemnification Claim shall be made by an ATI Indemnitee by delivery
of  a  written  notice  to  the  Parent  Indemnitors  Representative  requesting
indemnification and specifying the basis on which  indemnification is sought and
the  amount  of  asserted  Losses  and,  in the  case  of a Third  Party  Claim,
containing  (by  attachment  or  otherwise)  such  other   information  as  such
Indemnitee shall have concerning such Third Party Claim.

     (iii) If the  Indemnification  Claim  involves  a Third  Party  Claim,  the
procedures  set forth in  Section  9.5  hereof  shall  also be  observed  by the
Indemnitee and the Indemnitors Representative.

     (iv)If the Indemnification Claim involves a matter other than a Third Party
Claim, the Indemnitors  Representative  shall have thirty (30) days to object to
such Indemnification  Claim by delivery of a written notice of such objection to
such  Indemnitee  specifying in reasonable  detail the basis for such objection.
Failure to timely so object shall  constitute a final and binding  acceptance of
the Indemnification Claim by the Indemnitors Representative on behalf of all the
subject Indemnitors,  and the Indemnification  Claim shall be paid in accordance
with subsection (v) hereof.

     (v) Upon determination of the amount of an Indemnification  Claim,  whether
by  agreement  between the  Indemnitors  Representative  and the  Indemnitee  or
otherwise,  the Indemnitors shall pay the amount of such  Indemnification  Claim
within ten (10) days of the date such amount is determined.

     SECTION 9.5. Third Party Claims.  The  obligations  and  liabilities of the
parties  hereunder  with  respect to a Third Party Claim shall be subject to the
following terms and conditions:

     (i) The  Indemnitee  shall give the applicable  Indemnitors  Representative
written  notice of a Third Party Claim  promptly after receipt by the Indemnitee
of  notice  thereof,  and  the  Indemnitors  Representative,  on  behalf  of the
Indemnitors,  may undertake the defense,  compromise and  settlement  thereof by
representatives of its own choosing reasonably acceptable to the Indemnitee. The
failure of the Indemnitee to notify the Indemnitors Representative of such claim
shall not  relieve  the  Indemnitors  of any  liability  that they may have with
respect  to such  claim  except to the  extent  the  Indemnitors  Representative
demonstrates  that the defense of such claim is prejudiced by such failure.  The
assumption  of the defense,  compromise  and  settlement of any such Third Party
Claim  by the  Indemnitors  Representative  shall  be an  acknowledgment  of the
obligation of the  Indemnitors to indemnify the Indemnitee  with respect to such
claim hereunder.  If the Indemnitee  desires to participate in, but not control,
any such defense,  compromise and settlement,  it may do so at its sole cost and
expense.  If,  however,  the  Indemnitors  Representative  fails or  refuses  to
undertake  the  defense of such  Third  Party  Claim  within ten (10) days after
written notice of such claim has been given to the Indemnitors Representative by
the  Indemnitee,  the Indemnitee  shall have the right to undertake the defense,
compromise and settlement of such claim with counsel of its own choosing,  which
counsel shall be reasonably  satisfactory to the Indemnitors  Representative and
which  settlement,   if  any,  is  reasonably  satisfactory  to  the  Indemnitor
Representative.  In the  circumstances  described in the  immediately  preceding
sentence,  the Indemnitee shall,  promptly upon its assumption of the defense of
such claim,  make an  Indemnification  Claim as  specified  in Section 9.3 which
shall be deemed an Indemnification Claim that is not a Third Party Claim for the
purposes of the procedures set forth herein.

     (ii) If, in the reasonable opinion of the Indemnitee, any Third Party Claim
or the litigation or resolution  thereof involves an issue or matter which could
have a material adverse effect on the business,  operations,  assets, properties
or  prospects   of  the   Indemnitee   (including,   without   limitation,   the
administration of the tax returns and responsibilities under the tax laws of the
Indemnitee),  the  Indemnitee  shall  have the  right to  control  the  defense,
compromise  and  settlement  of  such  Third  Party  Claim   undertaken  by  the
Indemnitors  Representative,  and  the  reasonable  costs  and  expenses  of the
Indemnitee   in  connection   therewith   shall  be  included  as  part  of  the
indemnification  obligations  of the  Indemnitors  hereunder.  If the Indemnitee
shall elect to exercise such right,  the Indemnitors  Representative  shall have
the right to  participate  in, but not  control,  the  defense,  compromise  and
settlement of such Third Party Claim at its sole cost and expense.

     (iii) No settlement of a Third Party Claim involving the asserted liability
of the Indemnitors  under this Article 9 shall be made without the prior written
consent by or on behalf of the Indemnitors  Representative,  which consent shall
not be unreasonably  withheld or delayed.  Consent shall be presumed in the case
of settlements of $20,000 or less where the Indemnitors  Representative  has not
responded within five (5) business days of notice of a proposed  settlement.  If
the Indemnitors  Representative assumes the defense of such a Third Party Claim,
(A) no  compromise  or  settlement  thereof may be  effected by the  Indemnitors
Representative  without the Indemnitee's  consent unless (i) there is no finding
or  admission  of any  violation  of law or any  violation  of the rights of any
person and no effect on any other claim that may be made against the Indemnitee,
(ii) the sole relief  provided is monetary  damages that are paid in full by the
Indemnitors,   and  (iii)  the   compromise  or  settlement   includes,   as  an
unconditional  term thereof,  the giving by the claimant or the plaintiff to the
Indemnitee of a release,  in form and substance  satisfactory to the Indemnitee,
from all liability in respect of such Third Party Claim,  and (B) the Indemnitee
shall have no liability  with respect to any  compromise or  settlement  thereof
effected without its consent.

     (iv) In connection with the defense,  compromise or settlement of any Third
Party Claim, the parties to this Agreement shall execute such powers of attorney
as may reasonably be necessary or appropriate to permit participation of counsel
selected by any party hereto and, as may reasonably be related to any such claim
or  action,  shall  provide  access  to  the  counsel,   accountants  and  other
representatives  of each party during normal  business hours to all  properties,
personnel,  books,  tax records,  contracts,  commitments and all other business
records of such other party and will  furnish to such other party  copies of all
such  documents  as may  reasonably  be  requested  (certified,  if  requested),
provided that the receiving party agrees to maintain the confidential  nature of
the information  provided to the receiving party to the reasonable  satisfaction
of the party providing such information.

     SECTION 9.6. Rights and Remedies Exclusive. Except as expressly provided in
Section  5.3 hereof and except to the extent the same shall have been the result
of common-law  fraud,  intentional  omission or deliberate  concealment by or on
behalf of an  Indemnitor,  the rights of the  Indemnitees  under this  Article 9
shall be the exclusive  rights and remedies of the Indemnitees for any breach of
the  representations  and  warranties on the part of any  Indemnitor;  provided,
however,  that this Section 9.6 does not limit the rights of any party under any
of the Exhibits hereto.

     SECTION 9.7. Survival.  Subject to Section 9.8 hereof, all representations,
warranties  and agreements  contained in this  Agreement or in any  certificate,
schedule  or  exhibit  delivered  pursuant  to this  Agreement,  in each case as
supplemented  or  amended by the  respective  ATI's or the  Parent's  Disclosure
Letter,  as amended from time to time prior to the Effective Time, shall survive
the Closing  notwithstanding any investigation conducted with respect thereto or
any   knowledge   acquired  as  to  the  accuracy  or  inaccuracy  of  any  such
representation or warranty.

     SECTION 9.8. Time Limitations

     (i) If the Closing  occurs,  the ATI  Indemnitors  shall have no  liability
under Section 9.2, unless on or before the 18th month anniversary of the Closing
Date  the  ATI  Indemnitors   Representative   is  given  notice   asserting  an
Indemnification  Claim  with  respect  thereto;   provided,   however,  that  an
Indemnification  Claim based upon a breach of the representations and warranties
of ATI contained in (a) Sections  3.1, 3.2, 3.3,  3.4(b) and 3.16 may be made at
any time  except as limited  by law,  (b)  Section  3.11 may be made at any time
prior to the  expiration of the applicable  statutes of limitations  relative to
the  liability  relating  thereto;  and (c) Section 3.17 may be made at any time
prior to the fifth anniversary of the Closing Date.

     (ii) If the Closing occurs,  the Parent Indemnitors shall have no liability
under Section 9.3, unless on or before the 18th month anniversary of the Closing
Date the Parent Indemnitors are given notice asserting an Indemnification  Claim
with respect thereto;  provided,  however,  that an Indemnification  Claim based
upon a breach of the  representations  and warranties of the Parent  Indemnitors
contained in (a) Sections  4.1,  4.2, 4.3 and 4.4 may be made at any time except
as  limited  by law and (b)  Section  4.9 may be made at any  time  prior to the
expiration of the applicable  statutes of limitations  relative to the liability
relating thereto.

     SECTION 9.9.  Limitations as to Amount Payable by ATI Indemnitors.  The ATI
Indemnitors  shall have no liability  with  respect to the matters  described in
Section  9.2 until the total of all Losses  with  respect  thereto  (other  than
Losses  described in Section  9.2(v)) exceeds  $100,000,  in which event the ATI
Indemnitors  shall be obligated to indemnify the Indemnitees as provided in this
Article 9 for all such Losses. Except as provided below in this Section 9.9, the
maximum amount of any claim against the ATI Indemnitors shall not exceed the sum
of (i)  $5,000,000  and (ii) the value of the Parent  Shares to be issued to the
Signing Stockholder (the "Signing  Stockholder Parent Shares") where such shares
are valued at the Average Closing Price.  Notwithstanding anything herein to the
contrary, satisfaction of any claim by the Parent Indemnitees under this Article
9 shall be limited to and made by a redemption  of the Parent  Shares and Escrow
Shares (with each such share having a value equal to the Average  Closing Price)
as follows:  first by a redemption of the Signing  Stockholder Parent Shares and
second by a redemption of the Escrow Shares which have become  releasable  under
the terms of the Escrow Agreement to the ATI  Stockholders;  provided,  however,
that if the  conditions  precedent  to the  release of all or any portion of the
Escrow Shares have been  satisfied,  then the  satisfaction  of any claim by the
Parent  Indemnitees  under this Article 9 shall be made first by a redemption of
Escrow  Shares to the extent  released and second by a redemption of the Signing
Stockholder  Parent Shares.  The limitations set forth above in this Section 9.9
with respect to the aggregate  amount of claims made against the ATI Indemnitors
(but not the  method of  satisfying  such  claims  pursuant  to the  immediately
preceding sentence hereof) shall not apply to any intentional  misrepresentation
or breach of  warranty  by or on behalf  of ATI or any  intentional  failure  to
perform or comply with any covenant or agreement of ATI, and ATI shall be liable
for all Losses with respect thereto.

     SECTION  9.10.  Limitations  as to Amount  Payable by Parent and  Surviving
Corporation.  The Parent Indemnitors shall have no liability with respect to the
matters  described  in Section  9.2 until the total of all Losses  with  respect
thereto  exceeds  $50,000,  in  which  event  the  Parent  Indemnitors  shall be
obligated to indemnify the ATI Indemnitees as provided in this Article 9 for all
such Losses up to an aggregate of $2,000,000.

     SECTION  9.11.  Subrogation.  Upon  payment in full of any  Indemnification
Claim, whether such payment is effected by set-off or otherwise,  or the payment
of any  judgment  or  settlement  with  respect  to a  Third  Party  Claim,  the
Indemnitors  shall be  subrogated to the extent of such payment to the rights of
the  Indemnitee  against any person or entity with respect to the subject matter
of such Indemnification Claim or Third Party Claim.

     SECTION  9.12.  Appointment  of ATI  Indemnitors  Representative.  Each ATI
Indemnitor  constitutes and appoints the ATI Indemnitors  Representative  as his
true and lawful attorney-in-fact to act for and on behalf of such ATI Indemnitor
in all matters relating to or arising out of this Article 9 and the liability or
asserted liability of such ATI Indemnitor hereunder, including specifically, but
without  limitation,  accepting  and  agreeing  to the  liability  of  such  ATI
Indemnitor  with  respect  to  any  Indemnification   Claim,  objecting  to  any
Indemnification  Claim,  disputing the liability of such ATI Indemnitor,  or the
amount  of  such  liability,  with  respect  to any  Indemnification  Claim  and
prosecuting  and  resolving  such  dispute  as herein  provided,  accepting  the
defense,  compromise  and  settlement of any Third Party Claim on behalf of such
ATI  Indemnitor or refusing to accept the same,  settling and  compromising  the
liability of such ATI Indemnitor  hereunder,  instituting and  prosecuting  such
actions   (including   arbitration   proceedings)   as   the   ATI   Indemnitors
Representative  shall deem  appropriate in connection  with any of the foregoing
and retaining counsel, accountants,  appraisers and other advisers in connection
with any of the foregoing,  all for the account of the ATI Indemnitor,  such ATI
Indemnitor  agreeing to be fully bound by the acts,  decisions and agreements of
the ATI  Indemnitor  Representative  taken and done  pursuant  to the  authority
herein granted.  Each ATI Indemnitor  hereby agrees to indemnify and to save and
hold harmless the ATI Indemnitors  Representative from any liability incurred by
the ATI Indemnitors Representative based upon or arising out of any act, whether
of omission or commission, of the ATI Indemnitors Representative pursuant to the
authority herein granted, other than acts, whether of omission or commission, of
the ATI Indemnitors  Representative  that constitute gross negligence or willful
misconduct  in  the  exercise  by  the  ATI  Indemnitors  Representative  of the
authority  herein granted.  The death or incapacity of any ATI Indemnitor  shall
not terminate the authority and agency of the ATI Indemnitors Representative. In
the event of the resignation of an ATI Indemnitors Representative, the resigning
ATI Indemnitors  Representative  shall appoint a successor either from among the
ATI  Indemnitors  or who shall  otherwise be  acceptable to Parent and who shall
agree in writing to accept such  appointment,  and the resigning ATI Indemnitors
Representative's resignation shall not be effective until such a successor shall
exist. If an ATI Indemnitors  Representative should die or become incapacitated,
his  successor  shall be  appointed  within  thirty  (30)  days of his  death or
incapacity by a majority of the ATI Indemnitors, and such successor either shall
be a Stockholder  or shall  otherwise be  acceptable to Parent.  The choice of a
successor ATI Indemnitors Representative appointed in any manner permitted above
shall be final and binding upon all of the ATI  Indemnitors.  The  decisions and
actions  of any  successor  ATI  Indemnitors  Representative  shall be,  for all
purposes,  those of an ATI  Indemnitors  Representative  as if originally  named
herein.

     SECTION 9.13. Payment. In the event that any Indemnitor is required to make
any payment under this Article 9, such party shall  promptly pay the  Indemnitee
the  amount so  determined.  If there  should be a dispute  as to the  amount or
manner of determination  of any indemnity  obligation owed under this Article 9,
the  Indemnitor  shall  nevertheless  pay when due such portion,  if any, of the
obligation as shall not be subject to dispute.  The difference,  if any, between
the amount of the  obligation  ultimately  determined as properly  payable under
this Article 9 and the portion, if any,  theretofore paid shall bear interest as
provided  below.  If all or part of any  indemnification  obligation  under this
Agreement is not paid when due,  then the  Indemnitor  shall pay the  Indemnitee
interest on the unpaid amount of the  obligation  for each day from the date the
amount became due until payment in full,  payable on demand,  at the fluctuating
rate per annum which at all times shall be the lowest rate of interest generally
charged  from  time to time by Morgan  Guaranty  Trust  Company  of New York and
publicly announced by such bank as its so-called "prime rate."

                                   ARTICLE 10.
                            MISCELLANEOUS PROVISIONS

     SECTION 10.1. Notices. All notices, communications and deliveries hereunder
shall be made in writing signed by the party making the same,  shall specify the
Section  hereunder  pursuant  to which it is given or being  made,  and shall be
deemed  given or made on the date  delivered  if  delivered  in person or on the
third (3rd) business day after it is mailed if mailed by registered or certified
mail  (return  receipt  requested)  (with  postage  and other fees  prepaid)  as
follows:

         To Parent, Merger Sub or the Surviving Corporation:

              World Access, Inc.
              945 E. Paces Ferry Road
              Suite 2240
              Atlanta, Georgia 30326
              Attn:  Mr. Mark A. Gergel

         with a copy to:

              Rogers & Hardin LLP
              2700 International Tower, Peachtree Center
              229 Peachtree Street, N.E.
              Atlanta, Georgia 30303
              Attn: Steven E. Fox, Esq.

         To ATI or the Signing Stockholder:

              Advanced TechCom, Inc.
              181 Ballardvale Street
              Wilmington, Massachusetts  01887
              Attn:  Mr. Ernest H. Lin

         with a copy to:

              Goodwin, Procter & Hoar LLP
              Exchange Place
              Boston, Massachusetts  021909-2881
              Attn:  Paul W. Lee, Esq.

or to such  other  representative  or at such  other  address of a party as such
party hereto may furnish to the other parties in writing.

     SECTION 10.2.  Disclosure  Letters and Exhibits.  The ATI Disclosure Letter
and the Parent Disclosure Letter and all Exhibits hereto are hereby incorporated
into this  Agreement  and are hereby made a part hereof as if set out in full in
this Agreement.

     SECTION 10.3. Assignment; Successors in Interest. No assignment or transfer
by  Parent,  Merger  Sub or ATI  of  their  respective  rights  and  obligations
hereunder  prior to the  Closing  shall be made  except  with the prior  written
consent of the other parties  hereto.  This Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their permitted  successors
and assigns,  and any reference to a party hereto shall also be a reference to a
permitted successor or assign.

     SECTION  10.4.  Number;  Gender.  Whenever  the  context so  requires,  the
singular  number  shall  include  the plural and the plural  shall  include  the
singular, and the gender of any pronoun shall include the other genders.

     SECTION  10.5.  Captions.  The  titles,  captions  and  table  of  contents
contained in this Agreement are inserted  herein only as a matter of convenience
and for reference and in no way define,  limit,  extend or describe the scope of
this Agreement or the intent of any provision hereof. Unless otherwise specified
to the  contrary,  all  references  to Articles and Sections are  references  to
Articles  and  Sections of this  Agreement  and all  references  to Exhibits are
references to Exhibits to this Agreement and the ATI  Disclosure  Letter and the
Parent Disclosure Letter.

     SECTION 10.6. Controlling Law; Jurisdiction;  Integration;  Amendment. This
Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of Georgia without  reference to Georgia's  choice of
law  rules  and  each  of  the  parties  hereto  hereby   consents  to  personal
jurisdiction  in any  federal  or state  court in the  State  of  Georgia.  This
Agreement and the documents executed pursuant hereto supersede all negotiations,
agreements  and  understandings  among the parties  with  respect to the subject
matter hereof and  constitutes  the entire  agreement  among the parties hereto,
this Agreement may not be amended,  modified or  supplemented  except by written
agreement of the parties hereto.

     SECTION 10.7. Knowledge. As used in this Agreement, (i) the terms "the best
knowledge  of ATI,"  "known to ATI" or words of similar  import used herein with
respect to ATI shall mean the actual knowledge of any senior  executive  officer
of ATI,  together  with the  knowledge a reasonable  business  person would have
obtained  after  making  reasonable  inquiry  and  after  exercising  reasonable
diligence  with  respect to the  matters  at hand;  and (ii) the terms "the best
knowledge of Parent,"  "known to Parent" or words of similar  import used herein
with respect to Parent shall mean the actual  knowledge of any senior  executive
officer of Parent,  together  with the  knowledge a reasonable  business  person
would  have  obtained  after  making  reasonable  inquiry  and after  exercising
reasonable diligence with respect to the matters at hand.

     SECTION 10.8.  Severability.  Any  provision  hereof which is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction,  be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render  unenforceable  such provision in any
other jurisdiction. To the extent permitted by law, the parties hereto waive any
provision of law which renders any such provision prohibited or unenforceable in
any respect.

     SECTION 10.9.  Counterparts.  This Agreement may be executed in two or more
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary  in making  proof of this  Agreement or the terms hereof to produce or
account for more than one of such counterparts.

     SECTION 10.10.  Enforcement of Certain Rights. Nothing expressed or implied
in this Agreement is intended, or shall be construed, to confer upon or give any
person,  firm or corporation other than the parties hereto, and their successors
or assigns, any rights, remedies,  obligations or liabilities under or by reason
of this Agreement,  or result in such person, firm or corporation being deemed a
third party beneficiary of this Agreement.

     SECTION 10.11. Waiver. At any time prior to the Effective Time, the parties
hereto,  by or pursuant to action taken by their respective  Boards of Directors
in the case of Parent, Merger Sub and ATI, may, to the extent legally permitted:
(a) extend the time for the  performance of any of the obligations or other acts
of any other  party;  (b)  waive  any  inaccuracies  in the  representations  or
warranties of any other party  contained in this Agreement or in any document or
certificate  delivered  pursuant hereto;  (c) waive compliance or performance by
any other party with any of the  covenants,  agreements or  obligations  of such
party contained herein;  and (d) waive the satisfaction of any condition that is
precedent to the  performance by the party so waiving of any of its  obligations
hereunder.  Any agreement on the part of a party hereto to any such extension or
waiver shall be valid only if set forth in an  instrument  in writing  signed on
behalf of such party. A waiver by one party of the  performance of any covenant,
agreement,  obligation,  condition,  representation  or  warranty  shall  not be
construed as a waiver of any other covenant, agreement,  obligation,  condition,
representation or warranty.  A waiver by any party of the performance of any act
shall  not  constitute  a  waiver  of the  performance  of any  other  act or an
identical act required to be performed at a later time.

     SECTION 10.12. Fees and Expenses. Each party hereto shall pay its own fees,
costs  and  expenses   incurred  in  connection  with  this  Agreement  and  the
transactions contemplated hereby, including, but not limited to, the fees, costs
and expenses of its  financial  advisors,  accountants  and  counsel;  provided,
however,  that  the ATI  Stockholders  shall  pay all of such  fees,  costs  and
expenses incurred by ATI in excess of Fifty Thousand Dollars ($50,000).

                           [Signatures on next pages]
IN WITNESS  WHEREOF,  the parties  hereto have duly executed and sealed
this  Agreement or have caused this  Agreement to be duly executed under seal on
its behalf by an officer or  representative  thereto duly authorized,  all as of
the date first above written.

                                       _____________________________(SEAL)
                                             ERNEST H. LIN

                                       ADVANCED TECHCOM, INC.

                                       By:________________________________
                                       Its:_______________________________

                                       Attest:____________________________
                                       Its:_______________________________
                                            [CORPORATE SEAL]

                                       WORLD ACCESS, INC.

                                       By:________________________________
                                       Its:_______________________________

                                       Attest:____________________________
                                       Its:_______________________________

                                            [CORPORATE SEAL]

                                       CELLULAR INFRASTRUCTURE SUPPLY, INC.

                                       By:_______________________________
                                       Its:______________________________

                                       Attest:___________________________
                                       Its:______________________________

                                            [CORPORATE SEAL]
EXHIBIT 10.1

                     
                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  ("Agreement") is made and entered into this
29th day of  January,  1998,  by and  between  ERNEST H. LIN, a resident  of the
Commonwealth of  Massachusetts  ("Employee"),  CELLULAR  INFRASTRUCTURE  SUPPLY,
INC., a Delaware  corporation  ("Company"),  and WORLD ACCESS,  INC., a Delaware
corporation and the parent of the Company (the "Parent").

                              W I T N E S S E T H:

         WHEREAS,  the  Company  and  Employee  each  desire to enter  into this
Agreement,  pursuant to which the Company  will employ the Employee on the terms
and conditions hereinafter set forth and to make certain other agreements;

         NOW,  THEREFORE,  in  consideration of the premises and of the promises
and agreement hereinafter set forth, the parties hereto, intending to be legally
bound, do hereby agree as follows:

SECTION 1. Employment.

         1.1.  General  Employment.  Subject to the terms  hereof,  the  Company
hereby employs Employee,  and Employee hereby accepts such employment.  Employee
will devote his full  business  time and best efforts to  rendering  services on
behalf of the Company.

SECTION 2. Position.

         2.1.  Title and Duties.  Employee  will serve as the  President  of the
Advanced  TechCom  Division of the Company  (the "ATI  Division")  and, as such,
Employee  will report to the  President of the Transport and Access Group of the
Parent.  If, at any time  after  December  31,  1998,  the ATI  Division  is not
performing in accordance  with its business plan, then the Parent may remove the
Employee as  President,  and, if so  removed,  Employee  shall serve as a senior
officer of the ATI  Division  with such title and having such duties as Employee
and Parent shall mutually agree and the successor  President of the ATI Division
to be appointed by Parent shall be reasonably satisfactory to Employee. Employee
shall exercise such authority and perform such duties relating to Company as are
considered standard and typical for an officer in his position.  Subject to such
travel  requirements  as may be  reasonably  necessary  to  the  performance  of
Employee's duties  hereunder,  Employee will be required to perform the services
and duties provided for in this Agreement only at the location of the offices of
the Company in the Boston,  Massachusetts  metropolitan  area,  or at such other
location of the Company as the Employee and the Company may mutually agree.

SECTION 3. Term.

         3.1.  Initial Term. The employment of Employee  hereunder will commence
on the date hereof (the  "Effective  Date") and will continue  until the earlier
of:

                  (a)      December 31, 1999 (the "Initial Term"); or
                  (b)      the occurrence of any of the following events:
                           (i) the death or total  disability of Employee (total
                  disability  meaning  the  failure of  Employee  to perform his
                  normal required services  hereunder at his office for a period
                  of three (3)  consecutive  months,  by  reason  of  Employee's
                  mental or physical  disability  as so determined by a licensed
                  physician selected by the Company satisfactory to Employee);

                           (ii) the  mutual  written  agreement  of the  parties
                  hereto to terminate Employee's employment hereunder; or

                           (iii)  the   Company's   termination   of  Employee's
                  employment  hereunder,  upon thirty  (30) days' prior  written
                  notice to Employee, for "good cause".

         (c) For  purposes of this  Section,  "good  cause" for  termination  of
Employee's employment will exist:

                           (i)      if Employee is  convicted  of (from which no
                  appeal may be taken),  or pleads guilty to, any act of  fraud,
                  misappropriation or embezzlement, or any felony;

                           (ii) if,  in the sole  determination  of the Board of
                  Directors  of the  Company  ("Board"),  and as set  forth in a
                  written  statement   executed  by  the  Board  (not  including
                  Employee,  if he  is a  Director),  Employee  has  engaged  in
                  conduct or activities  materially  damaging to the business of
                  the  Company  (it  being  understood,  however,  that  neither
                  conduct nor activities  pursuant to Employee's exercise of his
                  good faith business judgment nor unintentional physical damage
                  to any  property of the  Company by Employee  will be a ground
                  for such a determination by the Board); or

                           (iii) if Employee has failed without reasonable cause
                  to devote his full business time and reasonable efforts to the
                  business of the Company  and,  after  written  notice from the
                  Company of such failure, Employee at any time thereafter again
                  so fails,  provided that the Company gives Employee  notice of
                  such  failure  prior to or  together  with any such  notice of
                  termination.

         3.2. Renewal. The term of this Agreement will automatically renew after
the expiration of the Initial Term for one or more additional one (1) year terms
unless  either  party gives  notice of  non-renewal  to the other party at least
sixty (60) days prior to the  expiration  of the  then-existing  term,  in which
event this Agreement  will  terminate  upon the expiration of the  then-existing
term.

SECTION 4. Compensation and Benefits.

         4.1.     Salary.

                  (a) The Company  will pay Employee a salary at the annual rate
of One Hundred Fifty Thousand Dollars ($150,000) payable bi-weekly in accordance
with the payroll  payment  practices  adopted  from time to time by the Company.
Employee  shall also be  entitled  to receive an annual  bonus as  described  in
Section 4.3 hereof.

                  (b)  The  Company   agrees  to  consider   and,  if  it  deems
appropriate,  to declare,  from time to time  (although no more than once during
each 12 month period  commencing each January 1) increases in the salary it pays
Employee  based upon  inflation,  adjustments  to the  salaries of other  senior
management  personnel,  the past  performance  of Employee and the  contribution
Employee makes to the business and profits of the Company during the term hereof

         4.2.     Compensation Upon Termination or During Disability.

                  (a)  Should  Employee's  employment  be  terminated  upon  the
expiration  of the term of this  Agreement,  as set forth in  Section  3.1(a) or
(b)(ii), the Company shall pay Employee his full salary through the date of such
termination  at the rate in effect at that  time,  and  Employee  shall have the
right to exercise any and all vested stock options  granted to him,  pursuant to
the terms and conditions of Parent's stock option plan.

                  (b) Should  Employee's  employment  be terminated by reason of
his death,  as set forth in Section  3.1(b)(i),  the  Company  shall pay to such
person as he shall designate in a notice filed with the Company,  or, if no such
person shall be designated,  to his estate as a lump sum death benefit, his full
salary to the date of his death, in addition to any payments  Employee's spouse,
beneficiaries  or estate may be entitled  to receive  pursuant to any pension or
employee  benefit  plan or life  insurance  policy  maintained  by the  Company.
Employee's designee,  estate or spouse, as the case may be, shall have the right
to exercise any and all vested stock  options  granted to Employee  prior to his
date of death,  pursuant to the terms and  conditions  of Parent's  stock option
plan.

                  (c) During  any  period  that  Employee  fails to perform  his
duties  hereunder as a result of incapacity  due to physical or mental  illness,
Employee  shall  continue to receive his full  salary and bonus  payments  until
Employee's  employment is terminated  for total  disability  pursuant to Section
3.1(b)(i). Upon termination of his employment for total disability,  Employee or
his representative, as the case may be, shall have the right to exercise any and
all  vested  stock  options  granted  to  Employee  prior  to  the  date  of his
termination  for total  disability,  pursuant  to the terms  and  conditions  of
Parent's stock option plan.

                  (d)  Should  Employee's  employment  be  terminated  for "good
cause,"  as set forth in Section  3.1(b)(iii),  the  Company  shall pay his full
salary  through the date of such  termination at a rate in effect at the time of
his termination.

                  (e)  Employee  shall not be required to mitigate the amount of
any  payment  provided  for in  Section 4 of this  Agreement  by  seeking  other
employment  or  otherwise,  nor shall the amount of any payment  provided for in
Section 4 of this Agreement be reduced by any compensation earned by Employee as
the result of employment by another  employer after  Employee's  employment with
the Company terminates.

         4.3. Bonus; Benefits. From and after January 1, 1998, Employee shall be
entitled to  participate  in the incentive and bonus programs of the Company and
Parent to the same  extent as others  who hold  positions  and  responsibilities
comparable  to that of Employee,  and the terms of such  programs  shall provide
that Employee shall be eligible to earn an annual bonus in an amount equal to at
least thirty  percent  (30%) of  Employee's  annual  salary.  Employee  shall be
entitled  during the term of his  employment to receive such  employee  benefits
consistent with the policies of the Company as applied to employees generally.

         4.4.  Grant of  Stock  Options  to  Employee.  During  the term of this
Agreement,  the  Employee  shall be  eligible to  participate  in the 1991 Stock
Option  Plan of Parent  (the  "Option  Plan"),  on the terms and  subject to the
conditions under which  participation in such plan is made available to eligible
employees of the Parent or its  affiliates.  On the Effective  Date hereof,  the
Parent shall grant to Employee  non-qualified  stock options to purchase  50,000
shares of the common  stock of Parent,  for a purchase  price  equal to the fair
market  value  of  such  shares  on the  date  of  grant,  vesting  at a rate of
twenty-five  percent  (25%) on each of the first four (4)  anniversaries  of the
date of the grant.

         4.5. Designation of Employees to Receive Stock Options.  Upon execution
of this  Agreement,  the Company  shall grant  Employee  the right to  designate
employees of the ATI Division, other than Employee, as grantees of non-qualified
stock  options to purchase  200,000  shares of the common  stock of Parent for a
purchase  price  equal to the fair  market  value of such  shares on the date of
grant pursuant to the Option Plan,  vesting at the rate of  twenty-five  percent
(25%) on each of the first four (4) anniversaries of the date of the grant.

         4.6.     Insurance.

                  (a)  Life  and  Other  Insurance.  The  Company  will,  at its
expense,  provide  or  arrange  for  and  keep in  effect,  during  the  term of
Employee's  employment  hereunder,  so long as he is insurable,  such group term
life  insurance,  accidental  death and  dismemberment  insurance  and long term
disability insurance, or their equivalents, as is provided from time to time for
executives of Parent and its subsidiaries holding positions and responsibilities
comparable to those of Employee.

                  (b)  Medical   Insurance.   During  the  term  of   Employee's
employment hereunder,  the Company will, at its expense,  provide or arrange for
and keep in effect,  hospitalization,  major  medical  and  similar  medical and
health insurance for Employee and his family,  to the same extent as is provided
from  time to time  for  executives  of  Parent  and  its  subsidiaries  holding
positions and responsibilities comparable to those of Employee.

         4.7. Vacation;  Leave.  Employee will be entitled to the same number of
days of paid vacation during each year of his employment hereunder as is allowed
to other  executives  of  Parent  and its  subsidiaries  holding  positions  and
responsibilities  comparable to those of Employee. Employee shall be entitled to
leave of absence and leave for illness or  temporary  disability  in  accordance
with policies in effect for  executives of Parent and its  subsidiaries  holding
positions and responsibilities comparable to those of Employee, and any leave on
account of illness or temporary  disability  which is short of total  disability
(as set  forth in  Section  3.1  hereof)  shall not  constitute  a breach by the
Employee of his agreements hereunder.

         4.8. Retirement Benefits.  During the term of his employment hereunder,
Employee  shall  have the  same  right as other  executives  of  Parent  and its
subsidiaries  holding  positions  and  responsibilities  comparable  to those of
Employee to  participate  in all  profit-sharing,  pension and other  retirement
plans as are now, or as may hereafter be, established by Parent.

         4.9.  Out-of-Pocket  Expenses.  The Company will reimburse Employee for
all reasonable  out-of-pocket  expenses  incurred by Employee in connection with
the  performance  of his  duties  hereunder  upon  presentation  of  appropriate
vouchers therefor.

SECTION 5. Miscellaneous.

         5.1.  Successors;   Binding  Effect.  The  Company  shall  require  any
successor  (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company, by agreement in form and substance reasonably satisfactory to Employee,
to expressly  assume and agree to perform this  Agreement in the same manner and
to the same extent  that the Company  would be required to perform it if no such
succession  had taken  place.  Failure of the Company to obtain  such  agreement
prior to the  effectiveness  of any such  succession  shall be a breach  of this
Agreement and shall  entitle  Employee to  compensation  from the Company in the
same amount and on the same terms as he would be entitled  to  hereunder  if his
employment  were  terminated  without  "good  cause." The date on which any such
succession  becomes  effective  shall be  deemed  to be the  date of  Employee's
termination.  This  Agreement  will inure to the  benefit of and will be binding
upon  Employee,  his  executor,  administrator,   personal  representatives  and
assigns, and upon the Company and its successors and assigns; provided, however,
that the obligation and duties of Employee may not be assigned or delegated.

         5.2. Governing Law. This Agreement will be deemed to be made in, and in
all respects interpreted,  construed and governed by and in accordance with, the
laws of the Commonwealth of  Massachusetts,  without giving effect to principles
of conflict of laws.

         5.3.  Invalid  Provisions.  The parties  herein  hereby  agree that the
agreements,  provisions and covenants  contained in this Agreement are severable
and divisible,  that none of such  agreements,  provisions or covenants  depends
upon any other provision, agreement or covenant for its enforceability, and that
such  agreement,  provision and covenant  constitutes an enforceable  obligation
between the Company and Employee.  Consequently,  the parties  hereto agree that
neither the invalidity  nor the  enforceability  of any agreement,  provision or
covenant of this  Agreement  will  affect the other  agreements,  provisions  or
covenants hereof, and this Agreement will remain in full force and effect and be
construed  in all  respects  as if  such  invalid  or  unenforceable  agreement,
provision or covenant were omitted.

         5.4.  Headings.  The section and paragraph  headings  contained in this
Agreement  are for  reference  purposes  only and will not affect in any way the
meaning or interpretation of this Agreement.

         5.5.  Notices.  All  communications  provided for hereunder  will be in
writing and will be deemed to given when delivered in person or deposited in the
United States mail, first class, registered mail, return receipt requested, with
proper postage prepaid, and

         (a)      If to Employee, addressed to:

                                    Ernest H. Lin
                                    ======================

         (b)      If to the Company, addressed to:

                                    Cellular Infrastructure Supply, Inc.
                                    c/o World Access, Inc.
                                    945 E. Paces Ferry Road, Suite 2240
                                    Atlanta, Georgia  30326
                                    Attn:  Chief Executive Officer

or at such other  place or places or to such other  person or persons as will be
designated  in writing by the parties  hereto in the manner  provided  above for
notices.

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

         5.7.  Waiver of Breach.  The  waiver by the  Company of a breach of any
provision,  agreement or covenant of this Agreement by Employee will not operate
or be construed as a waiver of any prior or subsequent breach of the same or any
other provision, agreement or covenant by Employee.

         5.8. Entire Agreement. This Agreement is intended by the parties hereto
to be the final expression of their agreement with respect to the subject matter
hereof and is the complete and exclusive  statement thereof  notwithstanding any
representation or statements to the contrary heretofore made. This Agreement may
be modified only by written instrument signed by each of the parties hereto.

         IN WITNESS WHEREOF, Employee has extended and delivered this Agreement,
and each of the  Company  and the Parent has caused  this  Agreement  to be duly
executed and delivered by its duly authorized officers,  all on the day and year
first written above.

                                       -------------------------------
                                       ERNEST H. LIN

                                       CELLULAR INFRASTRUCTURE SUPPLY, INC.

                                       By:____________________________
                                       Its:___________________________

                                       WORLD ACCESS, INC.

                                       By:____________________________
                                       Its:___________________________
EXHIBIT 10.2

                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (the  "Agreement") is made and entered into as of
the 29th day of January,  1998,  by and among  WORLD  ACCESS,  INC.,  a Delaware
corporation  ("Parent"),   CELLULAR  INFRASTRUCTURE  SUPPLY,  INC.,  a  Delaware
corporation (the "Surviving  Corporation"),  CAUTHEN & FELDMAN,  P.A., a Florida
professional  association (the "Escrow Agent"),  and each of the stockholders of
Advanced TechCom,  Inc., a Delaware  corporation  ("ATI"),  listed on Schedule 1
hereto (each such person a "Stockholder" and, collectively, the "Stockholders").

                              W I T N E S S E T H:

         WHEREAS,  the  Stockholders  are all of the  holders  of the  Series  A
Convertible Preferred Stock, $.10 par value per share, of ATI;

         WHEREAS, certain of the parties hereto, among others, have entered into
an  Agreement  and Plan of Merger dated as of December 24, 1997, a copy of which
is  attached  hereto as  Exhibit A and  incorporated  herein by  reference  (the
"Merger  Agreement"),  pursuant to which, among other things, ATI will be merged
with and into the Surviving  Corporation,  a wholly-owned  subsidiary of Parent,
with the separate  corporate  existence of ATI then  terminating (the "Merger");
and

         WHEREAS,  Section  2.1(a)(i)(B) of the Merger Agreement requires Parent
to deliver  209,050 shares (the "Escrow  Shares") of its common stock,  $.01 par
value per  share,  to the  Escrow  Agent,  to hold and  distribute  such  shares
pursuant to the terms hereof;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.  Escrow  Deposit.  Within ten (10)  business  days of the  execution
hereof,  Parent shall cause to be delivered to the Escrow Agent,  to be held and
distributed as hereinafter  provided, a stock certificate issued in the names of
the Stockholders  representing  the Escrow Shares,  and each of the Stockholders
shall  deliver to the Escrow  Agent a stock  power duly  endorsed  in blank with
signature guarantee with respect to the Escrow Shares.

         2. Property  Distributed in Respect of Escrow  Shares.  During the term
hereof, the Escrow Agent shall receive all of the money,  securities,  rights or
property  distributed  in  respect  of the  Escrow  Shares,  including  any such
property distributed as dividends,  such property to be held and administered as
herein provided (the "Share Proceeds").

         3.  Voting and  Transfer  of Escrow  Shares.  For so long as the Escrow
Shares are held by the Escrow  Agent,  the  Stockholders  shall be  entitled  to
exercise  any and all voting or  consensual  rights and  powers  relating  to or
pertaining  to the Escrow  Shares so held by the Escrow  Agent.  No  Stockholder
shall transfer the Escrow Shares,  or any interest  therein,  during the term of
this Agreement, except under the laws of descent and distribution.

         4. Fees of Escrow  Agent.  The Escrow  Agent shall be entitled to a fee
(the "Escrow Fee") based upon its normal hourly billing rate as compensation for
its  services  hereunder.  The Escrow Fee shall be payable by Parent upon demand
therefor from the Escrow Agent.  The Parent upon demand therefor shall reimburse
the Escrow  Agent for all costs and  expenses  incurred  by the Escrow  Agent in
connection with the performance of its duties hereunder.

         5.       Distribution of Escrow Shares.

         (a) Upon receipt of the  certificates  provided in Section 7 below, the
Escrow Agent shall  distribute the Escrow Shares held by it under this Agreement
in the aggregate amounts (each a "Release  Amount")  (together with the pro rata
portion of the Share Proceeds, if any, allocable thereto) based upon the Pre-Tax
Net  Income  (as  hereinafter  defined)  of the ATI  Division  of the  Surviving
Corporation  (the "ATI  Division")  on the release dates set forth below (each a
"Release Date") for the performance  period set forth below (each a "Performance
Period")  which  corresponds  with  such  Release  Date.   Notwithstanding   the
foregoing,  any Share  Proceeds that consist solely of cash shall be distributed
to the Stockholders  promptly upon receipt thereof,  and a Stockholder  shall be
entitled to receive  such cash in an amount  equal to the  aggregate of all such
cash to be distributed multiplied by the Proportionate Interest (as set forth in
Column C of Schedule 1 hereto) of each such  Stockholder.  No fractional  Escrow
Shares will be released.  In lieu thereof, if a Stockholder would otherwise have
been entitled to a fractional  share hereunder,  then such Stockholder  shall be
entitled to receive an amount in cash in lieu of such fractional share, based on
a value per share of the Escrow  Shares equal to the Average  Closing  Price (as
hereinafter  defined) and the Parent shall promptly deposit with Escrow Agent an
amount  sufficient  to fund all such cash amounts  prior to each  Release  Date.
Notwithstanding  anything  herein to the  contrary,  in the  event  the  Signing
Stockholder  Parent  Shares  (as  defined  in the  Merger  Agreement)  have been
redeemed to satisfy a claim by the Parent  Indemnities (as defined in the Merger
Agreement)  pursuant to Article 9 of the Merger  Agreement  and  subsequently  a
Release Amount becomes  releasable  hereunder,  the Escrow Shares, to the extent
possible, shall be released to the Signing Stockholder (as defined in the Merger
Agreement) instead of the Stockholders so that the Signing Stockholder  receives
a number of shares equal to the number of Signing Stockholder Parent Shares used
to  satisfy  any  claims  by  the  Parent  Indemnities,  with  each  Stockholder
contributing  a pro rata portion of the Escrow Shares  (together with a pro rata
portion of the Share  Proceeds,  if any, since the date the Signing  Stockholder
Parent Shares were  redeemed) on the basis of each  Stockholder's  Proportionate
Interest.

       Performance Period                                       Release Date
----------------------------------                          -------------------
December 15, 1997 to and including 
December 31, 1998 (the
"First Performance Period")                                  February 15, 1999

January 1, 1999 to and including 
December 31, 1999 (the
"Second Performance Period")                                 February 15, 2000

         The aggregate amount of the Release Amount releasable  hereunder to the
Stockholders  on the Release  Date which  corresponds  to the First  Performance
Period  will be  determined  based on the  Pre-Tax  Net  Income  as set forth in
Release Table No. 1 below.  If the Pre-Tax Net Income is between the "less than"
and  "greater  than"  amounts,  the  aggregate  amount  of  the  Release  Amount
releasable shall be determined on a pro rata basis.

                               Release Table No. 1

                                                               Aggregate Release
                                                               Amount (Value of
             Pre-Tax Net Income During Performance Period   Escrow Shares Valued
                                                                at the Average
                                                                Closing Price)

Less than $2,000,000....................................                None
Greater than $3,000,000.................................             $2,000,000

         The  aggregate   amount  of  the  Release  Amount   releasable  to  the
Stockholders  on the Release Date which  corresponds  to the Second  Performance
Period  will be  determined  based on the  Pre-Tax  Net  Income  as set forth in
Release Table No. 2 below.  If the Pre-Tax Net Income is between the "less than"
and  "greater  than"  amounts,  the  aggregate  amount  of  the  Release  Amount
releasable shall be determined on a pro rata basis.

                               Release Table No. 2

                                                              Aggregate Release
                                                              Amount (Value of
           Pre-Tax Net Income During Performance Period     Escrow Shares Valued
                                                                at the Average
                                                                Closing Price)

Less than $3,000,000.................................                   None
Greater than $4,000,000..............................                $3,000,000

         Notwithstanding  the  foregoing,  if the  Pre-Tax Net Income of the ATI
Division is (i) greater than $2,500,000, but less than $3,000,000,  with respect
to the First Performance Period and (ii) greater than $4,000,000 with respect to
the Second  Performance  Period,  then Parent will  instruct the Escrow Agent to
release to the Stockholders on the Release Date which  corresponds to the Second
Performance Period in lieu of the Release Amount otherwise  releasable  pursuant
hereto  Escrow Shares having an aggregate  value equal to (i)  $3,000,000,  plus
(ii) the amount equal to (A) (x) $3,000,000  less (y) the Pre-Tax Net Income for
the First Performance Period, to the extent that such amount does not exceed the
amount by which the  Pre-Tax  Net  Income  for the  Second  Performance  exceeds
$4,000,000,  multiplied by (B) 2.0. For purposes  hereof,  the "Average  Closing
Price" shall equal $23.9177 per share.

         (b) Parent  will  determine  whether to  instruct  the Escrow  Agent to
release the Release Amount to the Stockholders  based upon the books and records
of the ATI Division  (which will be  maintained  in  accordance  with  generally
accepted  accounting  principles) as soon as  practicable  after the end of each
Performance  Period,  and  Parent  will  promptly  deliver to Ernest H. Lin as a
representative  of  the  Stockholders  (the  "ATI  Representative"),   appointed
pursuant  to Section 6 hereof,  a letter  setting out in  reasonable  detail the
computations made and expressing its opinion that the conditions for the release
of the Release  Amount have been satisfied in accordance  with the  requirements
hereof.  The computations set forth in such letter from Parent will be final and
binding on all parties unless the ATI Representative  shall have notified Parent
in writing  within ten (10) days after  receipt of such letter that he disagrees
with such  computations.  In such  event,  if the  parties  cannot  agree on the
computations  within thirty (30) days after their  receipt of such letter,  then
the  Stockholders  may  retain,  at their own  expense,  an  independent  public
accounting firm (the "Accountants"),  which shall have thirty (30) days in which
to make its own calculation of Pre-Tax Net Income for the applicable Performance
Period. If the calculations of the Accountants differ from that of Parent,  then
the  parties  shall  negotiate  in good  faith  for a period of ten (10) days to
resolve any differences. If the parties are unable to resolve the dispute within
such 10 day period,  then the matter shall be submitted to an independent public
accounting firm selected jointly by Parent and the Accountants  within five days
after the end of such ten day period.  Such  independent  accounting  firm shall
then have thirty (30) days in which to make its own  calculation  of Pre-Tax Net
Income for the applicable  Performance Period. The cost of any such calculations
by such  independent  accounting firm and the  Accountants  shall be paid by the
Stockholders if its computations  result in the Release Amount being the same as
or less  than  that set  forth in the  letter  from  Parent or by Parent if such
computations  result in the Release  Amount being greater than that set forth in
such letter. Parent and the ATI Representative will instruct the Escrow Agent by
delivering  to it a  Certificate  of  Instruction  as set forth in  Section 7 to
release to the  Stockholders  the amount of Release Amount set forth in Parent's
letter to the ATI  Representative,  and any additional  amount thereafter agreed
upon by the  parties or computed by such  independent  accounting  firm (if such
computations are made) will be released to Stockholders  promptly after delivery
of the  accountants'  report and supplemental  Certificates of Instruction.  The
Stockholders  will  promptly  return to Parent any amount of the Release  Amount
released  to them that is in  excess  of the  Release  Amount  computed  by such
independent  accounting  firm if its  computation is less than that set forth in
the letter from Parent.

         (c) For purposes  hereof,  "Pre-Tax Net Income" means the income of the
ATI Division before (i) income and deductions not related to primary  operations
(i.e.,  gains or losses on  disposal  of fixed  assets  and other  miscellaneous
unrelated  items),  (ii) taxes  based on  income,  (iii)  cumulative  effects of
accounting  changes,  (iv) extraordinary items and (v) allocations or charges of
expenses  to the  ATI  Division  from  Parent  or any  of  its  subsidiaries  or
affiliates  unless the expense is for funds  loaned  (other than with respect to
the first $5.0 million of  intercompany  loans which shall not bear interest for
purposes of determining Pre-Tax Net Income), services rendered or goods provided
in direct  relation to the ATI Division's  business at a negotiated  fair market
value price. In addition,  for purposes of determining the Pre-Tax Net Income of
the ATI Division,  one-half  (1/2) of the pre-tax net income of Parent or any of
its  subsidiaries  (in each case as customarily  determined by Parent)  relating
directly to the sales of products  of Parent or any of its  subsidiaries  (other
than products of the ATI Division)  made directly by Mr. Lin or any sales person
within the ATI Division shall be included in determining  the Pre-Tax Net Income
of the ATI Division.

         6. Appointment of ATI Representative.  Each Stockholder constitutes and
appoints the ATI  Representative as his or her true and lawful  attorney-in-fact
to act for and on behalf  of such  Stockholder  in all  matters  relating  to or
arising out of this Agreement,  such  Stockholder  agreeing to be fully bound by
the acts,  decisions  and  agreements of the ATI  Representative  taken and done
pursuant to the authority  herein  granted.  Each  Stockholder  hereby agrees to
indemnify  and to save  and  hold  harmless  the  ATI  Representative  from  any
liability  incurred by the ATI  Representative  based upon or arising out of any
act, whether of omission or commission,  of the ATI  Representative  pursuant to
the  authority  herein  granted,   other  than  acts,  whether  of  omission  or
commission,  of the ATI  Representative  that  constitute  gross  negligence  or
willful  misconduct in the exercise by the ATI  Representative  of the authority
herein granted.  The death or incapacity of any Stockholder  shall not terminate
the  authority  and  agency  of the  ATI  Representative.  In the  event  of the
resignation of the ATI  Representative,  the resigning ATI Representative  shall
appoint a successor either from among the Stockholders or who shall otherwise be
acceptable to Parent,  the Surviving  Corporation and the Escrow Agent,  and who
shall  agree in  writing  to accept  such  appointment,  and the  resigning  ATI
Representative's resignation shall not be effective until such a successor shall
exist.  If the  ATI  Representative  should  die or  become  incapacitated,  his
successor shall be appointed  within thirty (30) days of his death or incapacity
by a  majority  of the  Stockholders,  and  such  successor  either  shall  be a
Stockholder  or  shall   otherwise  be  acceptable  to  Parent,   the  Surviving
Corporation and the Escrow Agent.  The choice of a successor ATI  Representative
appointed in any manner  permitted  above shall be final and binding upon all of
the Stockholders.  The decisions and actions of any successor ATI Representative
shall be, for all  purposes,  those of the ATI  Representative  as if originally
named herein.

         7.       Certificates of Instruction.

     (a) Within forty (40) days of the end of each  Performance  Period,  Parent
and the ATI  Representative  shall deliver to the Escrow Agent a Certificate  of
Instruction  setting  forth the Pre-Tax Net Income of the ATI  Division for each
such  Performance  Period  and, in the event that  Pre-Tax Net Income  equals an
amount for such Performance Period which permits the release of Escrow Shares in
accordance  with Section 5 above,  directing  the Escrow Agent to release to the
Stockholders  the number of Escrow Shares (together with the pro rata portion of
the Share  Proceeds,  if any)  determined in accordance with Section 5 above. In
the event there is a disagreement  or dispute with respect to the  determination
of "Pre-Tax Net Income,"  Parent and the ATI  Representative  may provide Escrow
Agent with one or more supplemental  Certificates of Instruction with respect to
any resolution of such disagreement or dispute.

     (b) Upon receipt of the Certificate of Instruction,  the Escrow Agent shall
cause promptly the certificate  representing the Escrow Shares to be broken down
into  ___________  (___)  certificates,  one of which will  represent the Escrow
Shares to remain  subject  to the  terms of this  escrow  and one of each of the
other _________ (___)  certificates  will be issued to each Stockholder for that
number of the  Escrow  Shares to be  released  multiplied  by the  Proportionate
Interest  (as set  forth  in  Column  C of  Schedule  1  hereto)  of  each  such
Stockholder,  and  thereafter on the Release Date the Escrow Agent shall deliver
to the Stockholders  the  certificates  representing the Escrow Shares (together
with the pro rata portion of the Share  Proceeds,  if any) to be released to the
Stockholders as provided herein.

     (c) If, on 5:00 p.m.  Eastern  Standard  Time on March 31, 2000, or on such
later  date  which  is ten  (10)  days  following  the  date  on  which  a final
determination  shall have been made pursuant to sub-subsection  5(b) hereof with
respect to the  Pre-Tax Net Income and Parent and the ATI  Representative  shall
have provided  Escrow Agent with a Certificate of Instruction in respect of such
final  determination,  the  Escrow  Agent  continues  to hold any of the  Escrow
Shares,  then the Escrow Agent shall deliver any such shares  (together with any
Share Proceeds in the Escrow Agent's  possession) to Parent,  and this Agreement
shall thereupon be terminated.

         8. Duties of the Escrow  Agent.  The  acceptance by the Escrow Agent of
its  duties  under  this  Agreement  is  subject  to  the  following  terms  and
conditions,  which the parties to this Agreement hereby agree shall fully govern
and control with respect to the Escrow Agent's rights,  duties,  liabilities and
immunities:

                  (a)      The Escrow  Agent shall be  protected  in acting upon
                           any written notice, request, waiver, consent, receipt
                           or other  paper or  document  which the Escrow  Agent
                           believes in good faith  emanates from both Parent and
                           the ATI  Representative  of the parties  hereto,  not
                           only as to its due  execution  and the  validity  and
                           effectiveness  of its provisions,  but also as to the
                           truth  and  accuracy  of  any  information  contained
                           therein.  The Escrow Agent is also  relieved from the
                           necessity of satisfying itself as to the authority of
                           the   persons   executing   this   Agreement   in   a
                           representative capacity.

                  (b)      The Escrow Agent shall not be liable for any error of
                           judgment,  or for any  act  done  or  step  taken  or
                           omitted by it in good  faith,  or for any  mistake of
                           fact  or  law,  or  for  anything  that  it may do or
                           refrain from doing in connection herewith, except for
                           its own gross negligence or willful misconduct.

                  (c)      The Escrow Agent may consult with,  and obtain advice
                           from,  independent  legal  counsel  selected  by  the
                           Escrow  Agent in the event of any  question as to any
                           of the provisions hereof or its duties hereunder (the
                           cost of  obtaining  such advice being borne by Parent
                           and the Surviving Corporation), and it shall incur no
                           liability  and shall be fully  protected in acting in
                           accordance with the opinion and  instructions of such
                           counsel.

                  (d)      The Escrow  Agent shall have no duties  except  those
                           set forth  herein,  and the Escrow
                           Agent shall not be subject to, or obliged to  
                           recognize,  any other  agreement  between,
                           or direction or  instruction  of, any of the parties
                           hereto unless signed by Parent and
                           the ATI  Representative.  The Escrow  Agent shall not
                           be bound by any notice of a claim,
                           demand or  objection  with  respect to the Escrow
                           Shares or any  waiver,  modification,
                           termination  or rescission of this  Agreement, unless
                           received by it in writing signed
                           by  Parent  and the  ATI  Representative, and, if its
                           duties  herein  are  materially increased, unless it
                           shall have given its consent thereto.

                  (e)      If  any  dispute  arises  over  disbursement  of,  or
                           conflicting  claims to, the Escrow  Shares,  then the
                           Escrow Agent may  interplead  such  contested  Escrow
                           Shares  into a court of  proper  jurisdiction  of its
                           choosing,  and  thereupon  the Escrow  Agent shall be
                           fully  and  completely  discharged  of its  duties as
                           escrow  agent with respect to such  contested  Escrow
                           Shares and Share Proceeds.

         9.  Indemnification of the Escrow Agent.  Except as otherwise expressly
provided  by  Section  4  hereof,  Parent,  the  Surviving  Corporation  and the
Stockholders jointly and severally agree to indemnify,  defend and hold harmless
the Escrow Agent from any and all costs,  expenses,  damages or liability of any
kind  whatsoever  (including  reasonable  legal  fees)  arising by virtue of its
services as escrow agent  hereunder,  except for  liabilities  due to the Escrow
Agent's gross  negligence or willful  misconduct;  provided,  however,  that the
Stockholders  shall have no  obligation  to  indemnify  the Escrow Agent for any
costs,  expenses,  damages or  liability  arising  out of any claims made by the
Stockholders.

         10. Notice. All notices and other communications  hereunder shall be in
writing  and shall be  deemed  given if (a)  delivered  by hand,  (b)  mailed by
registered or certified mail (return receipt requested) or (c)  telecommunicated
and  immediately  confirmed  both orally and in  writing,  to the parties at the
following  addresses  (or at such  other  addresses  for a  party  as  shall  be
specified  by like  notice)  and shall be  deemed  given on the date on which so
hand-delivered or so telecommunicated or on the third business day following the
date on which so mailed, if deposited in a  regularly-maintained  receptacle for
United States mail:
If to Escrow Agent:

                  Cauthen & Feldman, P.A.
                  215 North Joanna Avenue
                  Tavares, Florida 32778-3200
                  Attn:  William H. Cauthen, Esq.
                  Telecopier:       352-343-7759
                  Telephone:        352-343-2225

         If to the Stockholders:

                  In c/o Mr. Ernest H. Lin
                  Advanced TechCom, Inc.
                  181 Ballardvale Street
                  Wilmington, Massachusetts 01887
                  Telecopier:       978-694-4801
                  Telephone:        978-694-3001

         With a copy to:

                  Goodwin, Procter & Hoar LLP
                  Exchange Place
                  Boston, Massachusetts  021909-2881
                  Attn:  Paul W. Lee, P.C.
                  Telecopier:       617-523-1231
                  Telephone:        617-570-1000

         If to Parent or the Surviving Corporation:

                  Name of Addressee
                  945 E. Paces Ferry Road
                  Suite 2240
                  Atlanta, Georgia 30326
                  Attn: Mr. Mark A. Gergel
                  Telecopier:       404-365-9847
                  Telephone:        404-231-2025

         With a copy to:

                  Rogers & Hardin LLP
                  2700 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia 30303
                  Attn: Steven E. Fox, Esq.
                  Telecopier:       404-525-2224
                  Telephone:        404-522-4700

         11.  Execution  in  Counterparts.  This  Agreement  may be  executed by
facsimile,  and may be executed in several counterparts,  each of which shall be
an original, and all of which shall constitute one and the same instrument.

         12.  Applicable  Law.  This  Agreement  shall be construed and governed
exclusively  by the laws of the State of Delaware,  without giving effect to its
principles of conflicts of laws.

         13.  Amendment.  This  Agreement  may be amended or modified  only in a
writing signed by all parties hereto; provided,  however, that Schedule 1 hereto
shall be amended upon Parent's  receipt and  acceptance  of each fully  executed
Letter of Transmittal  which includes a Power of Attorney  appointing  Ernest H.
Lin as  Attorney-in-Fact  to  execute  this  Agreement  on  behalf  of  the  ATI
Stockholder  delivering  such Letter of  Transmittal,  and, upon the receipt and
acceptance of such Letter of Transmittal,  Parent shall promptly  deliver to the
Escrow  Agent and the ATI  Representative  such  amended  Schedule 1 which shall
thereupon  become  a part  of  this  Agreement  as  though  originally  included
herewith.

                         [Signatures on following page]
IN WITNESS  WHEREOF,  the parties  hereto have duly executed and sealed
this  Agreement or have caused this  Agreement to be duly executed under seal on
its behalf by an officer or  representative  thereto duly authorized,  all as of
the date first above written.

                                       CAUTHEN & FELDMAN, P.A.

                                       By:_____________________________
                                       Its:____________________________

                                       WORLD ACCESS, INC.

                                       By:_____________________________
                                       Its:____________________________

                                       CELLULAR INFRASTRUCTURE SUPPLY, INC.

                                       By:_____________________________
                                       Its:____________________________

                                                 (SEAL)

                                       ERNEST H. LIN, Individually
                                       and as Attorney in Fact for the
                                       Stockholders listed on Schedule 1 hereto
SCHEDULE 1

    Column A                     Column B                      Column C
Name and Address of       Liquidation Preference        Proportionate Interest
   Stockholder
EXHIBIT 10.3

                                                     

                          REGISTRATION RIGHTS AGREEMENT

     This  REGISTRATION  RIGHTS AGREEMENT (the  "Agreement") is made and entered
into as of the 29th day of January  1998,  by and among WORLD  ACCESS,  INC.,  a
Delaware  corporation (the "Company"),  and each of the stockholders of Advanced
TechCom, Inc., a Delaware corporation ("ATI"), listed on Schedule 1 hereto (each
such person a "Seller" and, collectively, the "Sellers").

         IN CONSIDERATION of the mutual promises and covenants set forth herein,
and intending to be legally bound, the parties hereto hereby agree as follows:
1.       RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; REGISTRATION RIGHTS

         1.1 Certain  Definitions.  Any  capitalized  terms used herein  without
definition  shall have the meaning  ascribed to such terms in the  Agreement and
Plan of Merger  dated as of  December  24, 1997 to which the Company and certain
other persons are parties  relating to the merger of Advanced  TechCom,  Inc., a
Delaware  corporation,  with and into Cellular  Infrastructure  Supply,  Inc., a
wholly-owned  subsidiary of the Company (the "Merger  Agreement").  In addition,
the following terms shall have the meanings set forth below:

                  (a)  "Holder"  shall  mean any  Seller  who holds  Registrable
Securities and any holder of Registrable Securities to whom the rights conferred
by this Agreement have been transferred in compliance with Section 1.2 hereof.

                  (b) "Other  Stockholders" shall mean persons who, by virtue of
agreements with the Company other than this  Agreement,  are entitled to include
their securities in certain registrations hereunder.

                  (c)  "Registrable  Securities"  shall  mean  shares  of Parent
Common  Stock  issued to the  Sellers  pursuant to Section  2.1(a)(i)(A)  of the
Merger Agreement, provided that Registrable Securities shall not include (i) any
shares of Parent Common Stock held in escrow  pursuant to Section  2.1(b) of the
Merger Agreement or (ii) any shares of Parent Common Stock which have previously
been registered or which have been sold to the public or which have been sold in
a private  transaction in which the transferor's rights under this Agreement are
not assigned.

                  (d) The  terms  "register,"  "registered"  and  "registration"
shall refer to a  registration  effected by preparing and filing a  registration
statement  in  compliance  with the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  and  applicable  rules and  regulations  thereunder and the
declaration or ordering of the effectiveness of such registration statement.
(e)  "Registration  Expenses" shall mean all expenses incurred
in effecting any  registration  pursuant to this Agreement,  including,  without
limitation, all registration, qualification, and filing fees, printing expenses,
escrow fees, fees and  disbursements  of counsel for the Company and one counsel
selected  to  represent   the  Holders,   which   counsel  shall  be  reasonably
satisfactory  to the Company,  blue sky fees and  expenses,  and expenses of any
regular or special audits incident to or required by any such registration,  but
shall not  include  (i)  Selling  Expenses,  (ii) the  compensation  of  regular
employees of the Company,  which shall be paid in any event by the Company,  and
(iii) blue sky fees and expenses incurred in connection with the registration or
qualification  of any  Registrable  Securities  in any state,  province or other
jurisdiction in a registration pursuant to Section 1.3 hereof to the extent that
the Company shall otherwise be making no offers or sales in such state, province
or other jurisdiction in connection with such registration.

                  (f)  "Restricted   Securities"   shall  mean  any  Registrable
Securities required to bear the legend set forth in Section 1.2(c) hereof.

                  (g) "Rule 144" shall mean Rule 144 as  promulgated  by the SEC
under the Securities  Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the SEC.

                  (h) "Rule 145" shall mean Rule 145 as  promulgated  by the SEC
under the Securities  Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the SEC.

                  (i) "SEC" shall mean the Securities and Exchange Commission.

                  (j) "Selling Expenses" shall mean all underwriting  discounts,
selling  commissions  and  stock  transfer  taxes  applicable  to  the  sale  of
Registrable Securities.

         1.2      Restrictions on Transfer.

                  (a) Each Holder agrees not to make any  disposition  of all or
any portion of the Registrable  Securities unless and until (i) there is then in
effect a registration  statement under the Securities Act covering such proposed
disposition and such  disposition is made in accordance  with such  registration
statement,  or (ii) (A) such  Holder  shall  have  notified  the  Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances  surrounding the proposed  disposition and (B) if
reasonably  requested  by the  Company,  such Holder  shall have  furnished  the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such  disposition  will  not  require  registration  of such  shares  under  the
Securities Act, it being  understood that the Company will not require  opinions
of  counsel  for  transactions  made  pursuant  to Rule 144  except  in  unusual
circumstances.

                  (b)  Notwithstanding  the provisions of subparagraphs  (i) and
(ii) of  paragraph  (a)  above,  no such  registration  statement  or opinion of
counsel shall be necessary for a transfer by a Holder which is (A) a partnership
to its partners in accordance with their  partnership  interests,  (B) a limited
liability  company to its members in accordance  with their member  interests or
(C) to the Holder's  family  member or a trust for the benefit of an  individual
Holder or one or more of his family  members,  provided the  transferee  will be
subject  to the terms of this  Section  1.2 to the same  extent as if he were an
original Holder hereunder.

                  (c) Each certificate representing Registrable Securities shall
(unless  otherwise  permitted by the provisions of this Agreement) be stamped or
otherwise  imprinted  with a legend  substantially  similar to the following (in
addition to any legend required under applicable state securities laws):

         THE  SHARES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
         SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED,
         ASSIGNED,  PLEDGED OR HYPOTHECATED  UNLESS AND UNTIL  REGISTERED  UNDER
         SUCH ACT OR UNLESS THE  COMPANY  HAS  RECEIVED AN OPINION OF COUNSEL OR
         OTHER EVIDENCE,  SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
         REGISTRATION IS NOT REQUIRED.

                  (d)  The  Company  shall  be  obligated  to  promptly  reissue
unlegended certificates at the request of any Holder thereof if the Holder shall
have  obtained  an  opinion  of  counsel  (which  counsel  may be counsel to the
Company) reasonably  acceptable to the Company to the effect that the securities
proposed to be disposed of may lawfully be so disposed of in compliance with the
Securities Act without registration, qualification or legend.

                  (e)  Any  legend   endorsed  on  an  instrument   pursuant  to
applicable state securities laws and the stop-transfer instructions with respect
to such  securities  shall be removed upon receipt by the Company of an order of
the  appropriate  blue sky authority  authorizing  such removal or if the Holder
shall  request such removal and shall have obtained and delivered to the Company
an opinion of counsel  reasonably  acceptable  to the Company to the effect that
such legend and/or stop-transfer instructions are no longer required pursuant to
applicable state securities laws.

         1.3      Company Registration.

                  (a) Right to  Piggyback.  If at any time prior to the one year
anniversary  of the date hereof the Company  shall  determine to register any of
shares of its common stock, $.01 par value per share, either for its own account
or the  account of a  security  holder or holders  exercising  their  respective
demand  registration  rights,  other  than a  registration  relating  solely  to
employee  benefit  plans,  or a  registration  relating  solely  to a  Rule  145
transaction,  or a registration  on any  registration  form that does not permit
secondary sales, the Company will:

                           (i)      promptly give to each Holder written  notice
thereof,  which notice  briefly describes the Holders' rights under this Section
1.3 (including notice deadlines); and

                           (ii)  use  its  best   efforts  to  include  in  such
registration (and any related filing
or qualification under applicable blue sky laws), except as set forth in Section
1.3(b) below,  and in any  underwriting  involved  therein,  all the Registrable
Securities  specified in a written  request or requests,  made by any Holder and
received by the Company  within ten (10) days after the written  notice from the
Company  described  in clause (i) above is mailed or  delivered  by the Company,
provided  that  such  Holders  shall  have   requested  for  inclusion  in  such
registration at least fifty-one (51%) of the aggregate number of the Registrable
Securities  which  have  been  issued to the  Holders  prior to the date of such
written  request.  Such written  request may specify all or a part of a Holder's
Registrable Securities.

                  (b)  Underwriting.  If the  registration  of which the Company
gives notice is for a registered public offering involving an underwriting,  the
Company  shall so advise  the  Holders  as a part of the  written  notice  given
pursuant  to  Section  1.3(a)(i).  In such  event,  the  right of any  Holder to
registration  pursuant  to this  Section  1.3  shall be  conditioned  upon  such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Holders proposing to distribute their securities through such underwriting shall
(together  with the Company and the other  holders of  securities of the Company
with registration  rights to participate  therein  distributing their securities
through such  underwriting)  enter into an  underwriting  agreement in customary
form with the representative of the underwriter or underwriters  selected by the
Company.

                  Notwithstanding  any other  provision  of this Section 1.3, if
the  representative  of the  underwriters  advises the  Company in writing  that
marketing   factors  require  a  limitation  on  the  number  of  shares  to  be
underwritten,  the  representative  may  (subject to the  limitations  set forth
below)  exclude  all  Registrable  Securities  from,  or  limit  the  number  of
Registrable Securities to be included in, the registration and underwriting. The
Company shall so advise all Holders of securities requesting  registration,  and
the number of shares of  securities  that are  entitled  to be  included  in the
registration  and  underwriting  shall be  allocated  first to the  Company  for
securities being sold for its own account and thereafter as set forth in Section
1.10.  If any person  does not agree to the terms of any such  underwriting,  he
shall  be  excluded  therefrom  by  written  notice  from  the  Company  or  the
underwriter.   Any  Registrable  Securities  or  other  securities  excluded  or
withdrawn from such underwriting shall be withdrawn from such registration.

                  If shares are so withdrawn  from the  registration  and if the
number of shares of Registrable  Securities to be included in such  registration
was previously reduced as a result of marketing factors,  the Company shall then
offer to all persons who have  retained the right to include  securities  in the
registration the right to include  additional  securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such shares
to be allocated among the persons requesting  additional inclusion in accordance
with Section 1.10. hereof.

         1.4 Expenses of  Registration.  All Registration  Expenses  incurred in
connection  with any  registration,  qualification  or  compliance  pursuant  to
Section 1.3 hereof shall be borne by the Company.  All Selling Expenses relating
to securities so registered shall be borne by the holders of such securities pro
rata on the basis of the number of shares of  securities  so registered on their
behalf.

         1.5 Registration Procedures.  In the case of each registration effected
by the Company pursuant to Section 1.3 hereof, the Company will keep each Holder
advised in  writing  as to the  initiation  of each  registration  and as to the
completion thereof. At its expense, the Company will use its best efforts to:

                  (a) keep  such  registration  effective  for a  period  of one
hundred  twenty  (120) days or until the Holder or Holders  have  completed  the
distribution described in the registration statement relating thereto, whichever
first occurs;

                  (b)  prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration statement;

                  (c) furnish such number of  prospectuses  and other  documents
incident thereto, including any amendment of or supplement to the prospectus, as
a Holder from time to time may reasonably request;

                  (d) notify each Holder of  Registrable  Securities  covered by
such  registration  statement at any time when a prospectus  relating thereto is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements   therein  not   misleading   or  incomplete  in  the  light  of  the
circumstances then existing,  and at the request of any such Holder, prepare and
furnish to such Holder a reasonable  number of copies of a  supplement  to or an
amendment  of  such  prospectus  as may be  necessary  so  that,  as  thereafter
delivered to the  purchasers of such  Registrable  Securities,  such  prospectus
shall not  include an untrue  statement  of a  material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading  or incomplete  in the light of the  circumstances  then
existing;  provided,  however, the Company shall not be obligated to prepare and
furnish any such prospectus  supplements or amendments  relating to any material
nonpublic  information at any such time as the Board of Directors of the Company
has determined that, for good business reasons,  the disclosure of such material
nonpublic  information  at that time is  contrary to the best  interests  of the
Company in the circumstances and is not otherwise  required under applicable law
(including applicable securities laws);

          (e)  cause  all  such  Registrable   Securities   registered  pursuant
hereunder  to be listed  on each  securities  exchange  and/or  included  in any
national  quotation system on which similar securities issued by the Company are
then listed or included;

          (f)  provide  a  transfer  agent  and  registrar  for all  Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable  Securities,  in each case not later than the effective
date of such registration; and

          (g) otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC, and make available to its security holders,  as soon
as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months, but not more than eighteen months,  beginning with the first
month after the effective  date of the  registration  statement,  which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act.

         1.6      Indemnification.

          (a) The Company  will  indemnify  each Holder,  each of its  officers,
directors  and  partners,   legal  counsel,  and  accountants  and  each  person
controlling  such Holder within the meaning of Section 15 of the Securities Act,
with  respect  to which  registration,  qualification,  or  compliance  has been
effected  pursuant to this  Section 1, and each  underwriter,  if any,  and each
person who controls  within the meaning of Section 15 of the  Securities Act any
underwriter,  against all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements in respect thereof) arising out of or based
on any untrue  statement  (or  alleged  untrue  statement)  of a  material  fact
contained in any prospectus, offering circular, or other document (including any
related registration statement,  notification, or the like) incident to any such
registration, qualification, or compliance, or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the  Company  or  relating  to action or  inaction  required  of the  Company in
connection with any such registration,  qualification,  or compliance,  and will
reimburse each such Holder,  each of its officers,  directors,  partners,  legal
counsel,  and accountants  and each person  controlling  such Holder,  each such
underwriter,  and each person who controls any such  underwriter,  for any legal
and any other expenses  reasonably incurred in connection with investigating and
defending  or  settling  any such claim,  loss,  damage,  liability,  or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability, or expense arises out of or is based on
any untrue statement or omission based upon written information furnished to the
Company by such  Holder or  underwriter  and stated to be  specifically  for use
therein.  It is agreed that the  indemnity  agreement  contained in this Section
1.6(a) shall not apply to amounts paid in  settlement  of any such loss,  claim,
damage,  liability, or action if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld).

          (b)  Each  Holder  will,  if  Registrable  Securities  held by him are
included in the  securities  as to which such  registration,  qualification,  or
compliance  is being  effected,  indemnify the Company,  each of its  directors,
officers, partners, legal counsel, and accountants and each underwriter, if any,
of the  Company's  securities  covered by such a  registration  statement,  each
person who  controls  the  Company  or such  underwriter  within the  meaning of
Section 15 of the Securities Act, each other such Holder and Other  Stockholder,
and each of their officers, directors, and partners, and each person controlling
such  Holder or Other  Stockholder,  against  all  claims,  losses,  damages and
liabilities  (or  actions in  respect  thereof)  arising  out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any  such  registration  statement,  prospectus,  offering  circular,  or  other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading, and will reimburse the Company and such Holders, Other Stockholders,
directors,   officers,  partners,  legal  counsel,  and  accountants,   persons,
underwriters,  or control persons for any legal or any other expenses reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage,  liability,  or  action,  in each case to the  extent,  but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement,  prospectus,  offering
circular or other  document  in reliance  upon and in  conformity  with  written
information   furnished  to  the  Company  by  such  Holder  and  stated  to  be
specifically for use therein;  provided,  however,  that the obligations of such
Holder  hereunder  shall not apply to  amounts  paid in  settlement  of any such
claims, losses,  damages, or liabilities (or actions in respect thereof) if such
settlement is effected  without the consent of such Holder (which  consent shall
not be  unreasonably  withheld)  and (ii) that in no event  shall any  indemnity
under this Section 1.6 exceed the gross  proceeds from the offering  received by
such Holder.

                  (c) Each party entitled to indemnification  under this Section
1.6 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit  the  Indemnifying  Party to  assume  the  defense  of such  claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall conduct the defense of such claim or any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
unreasonably  be withheld),  and the  Indemnified  Party may participate in such
defense at such party's  expense,  and provided  further that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its obligations  under this Section 1, to the extent such
failure is not  prejudicial.  No Indemnifying  Party, in the defense of any such
claim or litigation,  shall,  except with the consent of each Indemnified Party,
consent  to entry of any  judgment  or enter into any  settlement  that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
of a release to such  Indemnified  Party from all  liability  in respect to such
claim or  litigation.  Each  Indemnified  Party shall  furnish such  information
regarding  itself  or  the  claim  in  question  as an  Indemnifying  Party  may
reasonably request in writing and as shall be reasonably  required in connection
with defense of such claim and litigation resulting therefrom.

                  (d) If the indemnification provided for in this Section 1.6 is
held by a court of competent  jurisdiction  to be  unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage, or expense referred to
therein,  then the Indemnifying  Party, in lieu of indemnifying such Indemnified
Party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
Indemnified Party as a result of such loss, liability, claim, damage, or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Indemnifying  Party on the one hand and of the Indemnified Party on the other in
connection with the conduct, statements or omissions that resulted in such loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission.

                  (e)  Notwithstanding  the  foregoing,  to the extent  that the
provisions on  indemnification  and  contribution  contained in the underwriting
agreement  entered into by the Indemnifying  Party and the Indemnified  Party in
connection  with the  underwritten  public  offering  are in  conflict  with the
foregoing  provisions,  the  provisions  in  the  underwriting  agreement  shall
control.

     1.7  Information  by Holder.  Each Holder of Registrable  Securities  shall
furnish  to  the  Company  such  information   regarding  such  Holder  and  the
distribution  proposed by such Holder as the Company may  reasonably  request in
writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Section 1.

     1.8 Rule 144  Reporting.  With a view to making  available  the benefits of
certain  rules  and  regulations  of the SEC  that  may  permit  the sale of the
Restricted Securities to the public without registration,  the Company agrees to
use its best efforts to:

          (a) make and keep adequate  public  information  regarding the Company
available  as those  terms  are  understood  and  defined  in Rule 144 under the
Securities Act;

          (b)  file  with the SEC in a  timely  manner  all  reports  and  other
documents required of the Company under the Securities Act and the Exchange Act;
and

          (c) so long as a Holder owns any Restricted Securities, furnish to the
Holder  forthwith upon written request a written  statement by the Company as to
its compliance with the reporting requirements of Rule 144 and of the Securities
Act and the Exchange Act, a copy of the most recent  annual or quarterly  report
of the Company,  and such other  reports and  documents so filed as a Holder may
reasonably  request  in  availing  itself of any rule or  regulation  of the SEC
allowing a Holder to sell any such securities without registration.

         1.9 Delay of  Registration.  No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any  controversy  that  might  arise  with  respect  to  the  interpretation  or
implementation of this Section 1.

         1.10 Allocation of Registration  Opportunities.  In any circumstance in
which all of the  Registrable  Securities  and other  shares of the Company with
registration  rights  (the  "Other  Shares")  requested  to  be  included  in  a
registration  on  behalf  of the  Holders  or Other  Stockholders  cannot  be so
included  as a result  of  limitations  of the  aggregate  number  of  shares of
Registrable  Securities and Other Shares that may be so included,  the number of
shares of Registrable  Securities and Other Shares that may be so included shall
be allocated among the Holders and Other  Stockholders  requesting  inclusion of
shares pro rata on the basis of the number of shares of  Registrable  Securities
and Other Shares held by such Holders and Other Stockholders; provided, however,
that  such  allocation  shall not  operate  to reduce  the  aggregate  number of
Registrable Securities and Other Shares to be included in such registration,  if
any Holder or Other Stockholder does not request inclusion of the maximum number
of shares of Registrable  Securities and Other Shares  allocated to him pursuant
to the above-described  procedure, the remaining portion of his allocation shall
be  reallocated  among those  requesting  Holders and Other  Stockholders  whose
allocations  did not satisfy their  requests pro rata on the basis of the number
of shares of Registrable Securities and Other Shares which would be held by such
Holders and Other Stockholders, assuming conversion, and this procedure shall be
repeated  until all of the shares of  Registrable  Securities  and Other  Shares
which may be  included  in the  registration  on behalf of the Holders and Other
Stockholders have been so allocated.

2.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
         SELLERS

     2.1 Representations  and Warranties of the Company.  The Company represents
and warrants to the Sellers as follows:

                  (a) The execution,  delivery and performance of this Agreement
by the Company have been duly authorized by all requisite  corporate  action and
will not violate any provision of law, any order of any court or other agency of
government,  the  Articles of  Incorporation  or Bylaws of the  Company,  or any
provision of any material  indenture,  agreement or other instrument to which it
or any of its  properties  or assets is bound,  or  conflict  with,  result in a
breach of or  constitute  (with  due  notice or lapse of time or both) a default
under any such material indenture,  agreement or other instrument,  or result in
the creation or  imposition  of any lien,  charge or  encumbrance  of any nature
whatsoever upon any of the properties or assets of the Company.

                  (b) This Agreement has been duly executed and delivered by the
Company and constitutes the legal,  valid and binding obligation of the Company,
enforceable  against  the  Company  in  accordance  with its  terms,  subject to
applicable   bankruptcy,   insolvency  and  other  similar  laws  affecting  the
enforceability of creditors' rights generally, general equitable principles, the
discretion  of  courts  in  granting   equitable   remedies  and  public  policy
considerations.

         2.2 Representations and Warranties of the Sellers. The Sellers (jointly
and severally) represent and warrant to the Company as follows:

                  (a) The execution,  delivery and performance of this Agreement
by the Sellers will not violate any  provision of law, any order of any court or
any  agency  or  government,  or any  provision  of any  material  indenture  or
agreement  or  other  instrument  to  which  they  or  any of  their  respective
properties  or assets  is  bound,  or  conflict  with,  result in a breach of or
constitute  (with due notice or lapse of time or both) a default  under any such
material indenture,  agreement or other instrument, or result in the creation or
imposition of any lien, charge, or encumbrance of any nature whatsoever upon any
of the properties or assets of the Sellers.

                  (b) This Agreement has been duly executed and delivered by the
Sellers and constitutes the legal,  valid and binding obligation of the Sellers,
enforceable  against  the  Sellers  in  accordance  with its  terms,  subject to
applicable   bankruptcy,   insolvency  and  other  similar  laws  affecting  the
enforceability of creditors' rights generally, general equitable principles, the
discretion  of  courts  in  granting   equitable   remedies  and  public  policy
considerations.

3.       MISCELLANEOUS

         3.1 Governing Law. This Agreement  shall be governed in all respects by
the laws of the State of  Georgia,  as if entered  into by and  between  Georgia
residents exclusively for performance entirely within Georgia.

         3.2  Successors  and Assigns.  Except as otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties hereto.

         3.3 Entire Agreement; Amendment; Waiver. This Agreement constitutes the
full and entire  understanding  and agreement between the parties with regard to
the subject  hereof and thereof.  Neither this Agreement nor any term hereof may
be amended,  waived,  discharged or terminated,  except by a written  instrument
signed by the Company and the Holders of at least fifty-one percent (51%) of the
Registrable Securities and any such amendment,  waiver, discharge or termination
shall be binding on all the Holders, but in no event shall the obligation of any
Holder  hereunder be materially  increased,  except upon the written  consent of
such Holder; provided, however, that Schedule 1 hereto shall be amended upon the
Company's  receipt and acceptance of each fully  executed  Letter of Transmittal
which includes a Power of Attorney  appointing Ernest H. Lin as Attorney-in-Fact
to execute  this  Agreement  on behalf of the ATI  stockholder  delivering  such
Letter of  Transmittal,  and, upon the receipt and  acceptance of such Letter of
Transmittal, the Company shall promptly deliver to the Mr. Lin as representative
of the Sellers such amended  Schedule 1 which shall  thereupon  become a part of
this Agreement as though originally included herewith.

         3.4  Notices,  etc.  All notices and other  communications  required or
permitted  hereunder  shall be in writing  and shall be mailed by United  States
first-class mail, postage prepaid, or delivered personally by hand or nationally
recognized  courier  addressed  (a) if to a Holder,  as  indicated  in the stock
records  of the  Company  or at such other  address  as such  Holder  shall have
furnished to the Company in writing,  or (b) if to the Company,  at 945 E. Paces
Ferry Road, Suite 2240, Atlanta,  Georgia 30326, or at such other address as the
Company shall have furnished to each Holder in writing,  together with a copy to
Rogers & Hardin LLP, 2700  International  Tower, 229 Peachtree Street,  Atlanta,
Georgia  30303,  Attn:  Steven E. Fox,  Esq. All such notices and other  written
communications shall be effective on the date of mailing or delivery.

         3.5 Delays or  Omissions.  No delay or omission to exercise  any right,
power or remedy  accruing  to any  Holder,  upon any  breach or  default  of the
Company  under this  Agreement  shall impair any such right,  power or remedy of
such  Holder  nor shall it be  construed  to be a waiver  of any such  breach or
default,  or an acquiescence  therein, or of or in any similar breach or default
thereafter  occurring;  nor shall any waiver of any single  breach or default be
deemed  a  waiver  of any  other  breach  or  default  therefore  or  thereafter
occurring.  Any waiver,  permit, consent or approval of any kind or character on
the part of any  Holder of any breach or default  under  this  Agreement  or any
waiver  on the  part of any  Holder  of any  provisions  or  conditions  of this
Agreement  must be made in  writing  and shall be  effective  only to the extent
specifically  set  forth  in such  writing.  All  remedies,  either  under  this
Agreement or by law or otherwise afforded to any Holder, shall be cumulative and
not alternative.

         3.6 Rights; Severability. Unless otherwise expressly provided herein, a
Holder's rights  hereunder are several rights,  not rights jointly held with any
of the other Holders.  In case any provision of the Agreement  shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

         3.7  Information  Confidential.   Each  Holder  acknowledges  that  the
information received by them pursuant hereto may be confidential and for its use
only,  and it will not use such  confidential  information  in  violation of the
Exchange Act or reproduce, disclose or disseminate such information to any other
person (other than its employees or agents having a need to know the contents of
such information, and its attorneys),  except in connection with the exercise of
rights  under this  Agreement,  unless  the  Company  has made such  information
available to the public  generally  or such Holder is required to disclose  such
information by a governmental body.

         3.8  Titles  and   Subtitles.   The  titles  of  the   paragraphs   and
subparagraphs  of this  Agreement are for  convenience of reference only and are
not to be considered in construing this Agreement.

         3.9  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

         3.10  Jurisdiction.  This Agreement  shall be governed by and construed
and  enforced  in  accordance  with the  internal  laws of the State of  Georgia
without  reference  to  Georgia's  choice of law  rules and each of the  parties
hereto hereby consents to personal jurisdiction in any federal or state court in
the State of Georgia.

                         [Signatures on following page]
IN WITNESS  WHEREOF,  the parties  hereto have duly executed and sealed
this  Agreement or have caused this  Agreement to be duly executed under seal on
its behalf by an officer or  representative  thereto duly authorized,  all as of
the date first above written.

                                       ----------------------------------
                                       ERNEST H. LIN, Individually and
                                       as Attorney in Fact for the
                                       Stockholders Listed on Schedule
                                       1 hereto

                                       WORLD ACCESS, INC.

                                       By:________________________________
                                       Its:_______________________________
EXHIBIT 10.4
                  NON-COMPETITION AND NON-DISCLOSURE AGREEMENT

         THIS NON-COMPETITION AND NON-DISCLOSURE  AGREEMENT (the "Agreement") is
made and entered into as of the 29th day of January,  1998 by and among CELLULAR
INFRASTRUCTURE SUPPLY, INC., a Delaware corporation ("CIS"), WORLD ACCESS, INC.,
a Delaware corporation ("World Access"), and ERNEST H. LIN ("Lin").

         WHEREAS,  World  Access is  acquiring  the entire  equity  interest  of
Advanced  TechCom,  Inc. ("ATI") by means of a merger (the "Merger") of ATI with
and into CIS,  a  wholly-owned  subsidiary  of World  Access,  pursuant  to that
certain Agreement and Plan of Merger dated as of December 24, 1997 to which this
Agreement is attached as Exhibit 6.2(i) (the "Merger Agreement"); and

         WHEREAS, ATI is engaged in the business of designing, manufacturing and
marketing  digital microwave and millimeter wave radio systems (the "Business");
and

         WHEREAS, Lin is a significant  stockholder of ATI and prior to the date
hereof Lin has  served as a director  and chief  executive  officer of ATI,  has
heretofore  been  responsible  for  the  management  of the  Business,  and  has
knowledge of the trade secrets,  customer information and other confidential and
proprietary information of ATI; and

         WHEREAS,  ATI and Lin desire to have World  Access  acquire  the entire
equity interest of ATI pursuant to the Merger; and

         WHEREAS,  as a result of the Merger,  CIS will  succeed to the Business
and all of the  Confidential  Information and Trade Secrets (each as hereinafter
defined) of ATI; and

         WHEREAS, in order to protect the goodwill of the Business and the other
value to be acquired by World Access pursuant to the Merger  Agreement for which
World  Access is paying  substantial  consideration,  World  Access and Lin have
agreed  that the  obligation  of World  Access to  consummate  the  transactions
contemplated by the Merger Agreement is subject to the condition,  among others,
that Lin shall have entered into this Agreement; and

         WHEREAS,  World Access has  separately  bargained  and paid  additional
consideration  for the  covenants contained herein; and

         WHEREAS,  Lin  acknowledges  that the  provisions of this Agreement are
reasonable and necessary to protect the legitimate  interest of World Access and
the  goodwill of the  Business  and other  value  acquired by it pursuant to the
Merger Agreement; and

         WHEREAS,  Lin has rendered unique,  extraordinary and valuable services
to ATI, will continue to render unique,  extraordinary  and valuable services to
CIS by serving as the president of the ATI Division of CIS (the "ATI  Division")
after the  Merger,  and will have  knowledge  of the trade  secrets,  customers,
business plans and other  confidential  and  proprietary  information of the ATI
Division; and

         WHEREAS,  World  Access is engaged in the  business  of  manufacturing,
repairing,   refurbishing,   selling  and  distributing   wireline  or  wireless
transmission,  switching,  or access equipment for  telecommunications,  data or
video applications (the "World Access Business"); and

         WHEREAS, in order to induce World Access to consummate the transactions
contemplated  by the  Merger  Agreement,  Lin is  willing  to  enter  into  this
Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants set forth herein, the parties agree as follows:

         1.  Definitions.  As used  in  this  Agreement,  terms  defined  in the
preamble  and  recitals  of this  Agreement  shall have the  meanings  set forth
therein and the following terms shall have the meanings set forth below:

         (a) "Competitive  Business" shall mean any Person engaged in a business
the same or  substantially  similar to the  Business  of ATI as  operated by ATI
immediately prior to the Merger.

         (b) "Confidential  Information" shall mean the ATI Division's and ATI's
customer  and  supplier   lists,   marketing   arrangements,   business   plans,
projections,  financial information,  training manuals,  pricing manuals, market
strategies,  internal performance  statistics and other competitively  sensitive
information  concerning  the ATI  Division  or ATI which is  material to the ATI
Division or ATI and not generally known by the public, other than Trade Secrets,
whether or not in written or tangible form.

         (c)  "Control"  shall mean,  with  respect to any Person,  the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether through the ownership of voting securities, by contract or otherwise.

         (d)  "Key  Employee"  shall  mean  any  Person  who  is  employed  in a
management,  executive,  supervisory,  training, marketing or sales capacity for
another Person.

         (e) "ATI Market"  shall mean any country in which ATI does  business or
sells its products.

         (f)  "Permitted  Activities"  shall mean (i) owning not more than 5% of
the outstanding  shares of publicly-held  corporations  engaged in a Competitive
Business  (except for World  Access)  which have shares  listed for trading on a
securities  exchange  registered with the Securities and Exchange  Commission or
through  a  national  automatic  quotation  system  of a  registered  securities
association,  or (ii) serving as an officer,  director or employee of CIS or the
ATI Division.

         (g) "Person" shall mean any individual, partnership, firm, corporation,
association,  trust, unincorporated organization or other entity, as well as any
other  syndicate  or group  that  would be deemed to be a person  under  Section
13(d)(3) of the Securities and Exchange Act of 1934, as amended.

         (h) "Restricted Period" shall mean the period commencing on the date of
this  Agreement  and  ending  on the date  which is three  (3)  years  after the
termination  of Lin's  employment  by CIS or by World Access or any of its other
subsidiaries for any reason whatsoever.

         (i) "Trade Secrets" shall mean the whole or any portion or phase of any
scientific or technical  information,  design,  process,  procedure,  formula or
improvement  that is valuable and not generally known to the competitors of CIS,
the ATI Division or ATI,  whether or not in written or tangible form;  provided,
however,  that the parties hereto hereby  expressly  acknowledge  and agree that
nothing  in  this  Agreement  or in the  foregoing  definition  shall  diminish,
restrict  or in any way  contravene  any  claims,  rights or other  protections,
whether at law or in equity,  provided with respect to trade secrets by the laws
of the Commonwealth of Massachusetts or other applicable laws.

         2. No Competing Business. Lin hereby agrees that, during the Restricted
Period,  except  as  permitted  by  Section  5 of this  Agreement,  Lin will not
directly or  indirectly  own,  manage,  operate,  control,  invest or acquire an
interest in, or otherwise  engage or  participate  in (whether as a  proprietor,
partner, stockholder,  director, officer, Key Employee, joint venturer, investor
or other  participant  in) any Competitive  Business in any ATI Market,  without
regard to (A) whether the Competitive Business has its office,  manufacturing or
other business facilities within any ATI Market, (B) whether any activity of Lin
referred to above itself  occurs or is performed  within any ATI Market,  or (C)
whether Lin resides, or reports to an office, within any ATI Market.

         3.       No Interference with the Business.

                  3.1 Lin  hereby  agrees  that  during the  Restricted  Period,
except as  permitted  by Section 5 of this  Agreement,  Lin will not directly or
indirectly solicit, induce or influence any customer,  supplier,  lender, lessor
or any  other  Person  which  had on the  date  of  this  Agreement  a  business
relationship  with ATI in any ATI Market, to discontinue or reduce the extent of
such relationship with ATI in any ATI Market.

                  3.2 Lin hereby  agrees  that,  during the  Restricted  Period,
except as permitted by Section 5 of this Agreement, Lin will not (i) directly or
indirectly recruit, solicit or otherwise induce or influence any Key Employee of
ATI who became a Key Employee of the ATI Division to discontinue such employment
or agency relationship with the ATI Division,  or (ii) employ or seek to employ,
or cause any Competitive  Business to employ or seek to employ as a Key Employee
for any  Competitive  Business in any ATI Market,  any Person who was within six
months prior to the date hereof employed by ATI as a Key Employee.

         4.       No Disclosure of Proprietary Information.

                  4.1 Lin hereby  agrees that he will not directly or indirectly
disclose to anyone,  or use or otherwise  exploit for his own benefit or for the
benefit of anyone other than the ATI  Division or CIS, any Trade  Secrets for as
long as they remain  Trade  Secrets,  except as  permitted  by Section 5 of this
Agreement.

                  4.2 Lin hereby agrees that,  during the Restricted  Period, he
will not directly or indirectly  disclose to anyone, or use or otherwise exploit
for Lin's own benefit or for the benefit of anyone other than the ATI  Division,
any  Confidential  Information,  except  as  permitted  by  Section  5  of  this
Agreement.

         5. Permitted  Activities.  The  restrictions set forth in Sections 2, 3
and 4 of this  Agreement  shall not apply to Permitted  Activities or to actions
taken by Lin during the time he is employed  by CIS to the  extent,  but only to
the extent,  that such actions are (i) permitted under his Employment  Agreement
with  CIS  entered  into  pursuant  to the  Merger  Agreement  (the  "Employment
Agreement"),  or (ii)  required  to  enforce  his  rights  under his  Employment
Agreement, or (iii) expressly approved by the Board of Directors of CIS.

         6.  Representations  and  Warranties.  Lin represents and warrants that
this  Agreement  constitutes  the legal,  valid and binding  obligation  of Lin,
enforceable  against  him in  accordance  with its  terms.  Lin  represents  and
warrants  that he has no  right,  title,  interest  or claim in, to or under any
Trade Secrets or Confidential Information.

         7.  Waivers.  Neither  World  Access  nor  CIS  will  be  deemed  as  a
consequence  of  any  act,  delay,  failure,  omission,   forbearance  or  other
indulgences  granted  from time to time by World  Access or CIS, as the case may
be,  or for  any  other  reason  (i) to  have  waived,  or to be  estopped  from
exercising,  any of its rights or remedies under this Agreement, or (ii) to have
modified, changed, amended, terminated,  rescind, or superseded any of the terms
of this Agreement.

         8. Injunctive  Relief.  Lin acknowledges (i) that any violation of this
Agreement will result in  irreparable  injury to World Access and CIS, (ii) that
damages at law would not be  reasonable  or adequate  compensation  to the World
Access or CIS for violation of this  Agreement,  and (iii) that World Access and
CIS shall each be entitled to have the provisions of this Agreement specifically
enforced by preliminary and permanent injunctive relief without the necessity of
proving actual damages and without posting bond or other security, as well as to
an equitable accounting of all earnings,  profits and other benefits arising out
of any such violation.

         9. Notices.  All notices and other  communications under this Agreement
shall  be in  writing  and may be  given by any of the  following  methods:  (i)
personal delivery;  (ii) facsimile  transmission;  (iii) registered or certified
mail,  postage prepaid,  return receipt  requested;  or (iv) overnight  delivery
service requiring  acknowledgment  of receipt.  Any such notice or communication
shall be sent to the appropriate  party at its address or facsimile number given
below (or at such other  address or facsimile  number for such party as shall be
specified by notice given hereunder):

         To World Access or CIS:

                  World Access, Inc.
                  945 East Paces Ferry Road, Suite 2240
                  Atlanta, Georgia  30326
                  Facsimile:  (404) 262-2598
                  Attn:  Chief Executive Officer

         with a copy to:

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

         To Lin:

                  Mr. Ernest H. Lin
                  Advanced TechCom, Inc.
                  181 Ballardvale Street
                  Wilmington, Massachusetts 01887
                  Facsimile:  (978) 694-4801

         With a copy to:

                  Goodwin, Procter & Hoar LLP
                  Exchange Place
                  Boston, Massachusetts  02109-2881
                  Attn:  Paul W. Lee, P.C.
                  Facsimile:  (617) 523-1231

All such  notices and  communications  shall be deemed  received (i) upon actual
receipt  thereof by the  addressee,  (ii) upon  actual  delivery  thereof to the
appropriate  address as evidenced by an  acknowledged  receipt,  or (iii) in the
case of a facsimile  transmission,  upon transmission  thereof by the sender and
confirmation  of  receipt.  In the case of  notices  or  communications  sent by
facsimile  transmission,  the sender shall  contemporaneously mail a copy of the
notice or  communication  to the  addressee  at the address  provided for above;
provided,  however,  such  mailing  shall in no way  alter the time at which the
facsimile notice or communication is deemed received.

         10.  Successors in Interest.  This Agreement shall be binding upon, and
shall inure to the  benefit of and be  enforceable  by, the  parties  hereto and
their respective heirs, legal  representatives,  successors and assigns, and any
reference to a party  hereto  shall also be a reference to any such heir,  legal
representative, successor or assign.

         11.  Number;  Gender.  Whenever the context so  requires,  the singular
number shall include the plural and the plural shall  include the singular,  and
the gender of any pronoun shall include the other genders.

         12. Captions.  The titles and captions  contained in this Agreement are
inserted  herein only as a matter of convenience and for reference and in no way
define,  limit,  extend or describe the scope of this Agreement or the intent of
any provision hereof. Unless otherwise specified to the contrary, all references
to Sections are references to Sections of this Agreement.

         13. Controlling Law;  Integration;  Amendment.  This Agreement shall be
governed by and construed  and enforced in accordance  with the internal laws of
the  State of  Georgia  without  reference  to its  choice  of law  rules.  This
Agreement and the documents  executed pursuant hereto or in connection  herewith
supersede all negotiations, agreements and understandings among the parties with
respect to the subject matter hereof and constitutes the entire  agreement among
the parties hereto. This Agreement may not be amended,  modified or supplemented
except by written agreement of the parties hereto.

         14.   Severability.   Any  provision  hereof  which  is  prohibited  or
unenforceable in any jurisdiction will, as to such jurisdiction,  be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render  unenforceable  such provision in any
other jurisdiction. To the extent permitted by law, the parties hereto waive any
provision of law which renders any such provision prohibited or unenforceable in
any respect.  In the event that any provision of this  Agreement  should ever be
deemed  to  exceed  the  time,  geographic,  product  or any  other  limitations
permitted by applicable law, then such provision shall be deemed reformed to the
maximum extent permitted by applicable law.

         15.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary  in making  proof of this  Agreement or the terms hereof to produce or
account for more than one of such counterparts.

         16. Enforcement of Certain Rights. Nothing expressed or implied in this
Agreement is intended, or shall be construed,  to confer upon or give any Person
other   than  the   parties   hereto,   and  their   respective   heirs,   legal
representatives,  successors or assigns,  any rights,  remedies,  obligations or
liabilities under or by reason of this Agreement, or result in such Person being
deemed a third party beneficiary of this Agreement.

                         [Signatures on following page]
IN WITNESS WHEREOF, Lin has duly executed and delivered this Agreement,
and World Access and CIS have each caused this Agreement to be duly executed and
delivered on its behalf by an officer  thereunto duly authorized,  all as of the
date first above written.

                                       -----------------------------------
                                       ERNEST H. LIN

                                       WORLD ACCESS, INC.

                                       By:________________________________
                                       Its:_______________________________

                                       CELLULAR INFRASTRUCTURE SUPPLY, INC.

                                       By:________________________________
                                       Its:_______________________________

Signature Page to
Lin Non-Competition and
Non-Disclosure Agreement
EXHIBIT 23.1

INDEPENDENT AUDITORS CONSENT

We consent to the incorporation by reference in Registration Statements on  Form
S-8 (Nos. 33-77918, 33-47752 and  333-17741)  and  Form  S-3 (No. 333-21079)  of
World Access, Inc. of  our report  dated  February 26, 1997   (October 15,  1997
as  to  Notes  2  and  13,  and the last paragraph  of  Note 5,   which  express
an  unqualified opinion and includes  an  explanatory    paragraph  referring to
certain subsequent events, including entering into an agreement to sub  contract
certain of Advanced TechCom, Inc.'s manufacturing,  raising of additional equity
and  the receipt  of   a  commitment  for  additional  financing)  with  respect
to  the  consolidated  financial  statements  of  Advanced   TechCom,  Inc.  and
Subsidiary  (included herein), appearing  as  part  of Item 7(a) in this Current
Report on Form 8-K of World Access, Inc.

/S/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
February 13, 1998
EXHIBIT 99.1

News Release              SUMMARY:       WORLD ACCESS, INC. ACQUIRES
                                         ADVANCED TECHCOM, INC.

                          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  - January  30,  1998 - WORLD  ACCESS,  INC.  (NASDAQ:  WAXS),
announced today that it has completed its acquisition of Advanced TechCom, Inc.,
("ATI"), a Wilmington,  Massachusetts based designer and manufacturer of digital
microwave and  millimeterwave  radio systems for short and long haul voice, data
and/or  video  applications.  Pursuant to the terms of a Merger  Agreement,  the
shareholders  of ATI received  approximately  $10 million  worth of World Access
common  shares in  exchange  for their ATI shares and World  Access has  assumed
approximately $5 million of ATI debt. In addition, the ATI shareholders have the
right to receive  additional  shares of World Access  common stock over the next
two years,  contingent  upon the  achievement of certain  pre-tax  profitability
levels by ATI.

Steven A. Odom, Chairman and Chief Executive Officer, said  "The  acquisition of
ATI is  in  line with the Company's strategy to broaden its offering of wireless
switching, transport and access products and fully support its customers as they
build  new and/or upgrade existing telecommunications networks.  ATI is ISO 9001
certified  and  committed  to  developing and manufacturing a complete family of
high  performance,  technologically  advanced  digital  radios  for  the  global
telecommunications markets.  ATI's  product lines are offered in a wide range of
data rates  and frequency bands - - from 1.5 GHz to 38 GHz and DS1/E1 to DS3/E3.
ATI has  enjoyed considerable success in recent years in selling its products to
international   customers   and   establishing  relationships   that   represent
significant  cross-selling  opportunities  for  other  World Access products and
services."

"We are pleased that Dr. Ernie Lin,  President of ATI, and his staff of industry
professionals will continue to manage ATI as a division of World Access. Dr. Lin
will report directly to Hatch Graham,  President of the Company's  Transport and
Access Systems Group. During its latest fiscal year, ATI realized  approximately
$15 million in sales. We are optimistic that World Access'  financial  strength,
extensive U.S. and Latin  American  telecommunications  customer base,  advanced
digital switching and wireless transmission products and broad range of wireless
engineering  and electronic  manufacturing  services will further  support ATI's
existing business and provide  additional sales and profit growth  opportunities
for both companies."

World  Access, Inc.  develops,  manufactures  and  markets wireline and wireless
switching,  transport  and  access  products  primarily  for  the United States,
Caribbean  Basin  and  Latin  American  telecommunications markets.  The Company
offers  digital  switches, cellular  base  stations, fixed  wireless  local loop
systems,  intelligent  multiplexers,   digital  loop  carriers,   microwave  and
millimeterwave  radio  equipment and other wireless communications products.  To
support and complement its product sales,the Company provides its customers with
a  broad  range  of  design,  engineering, manufacturing, testing, installation,
repair and other value-added services.